<PAGE> 1
EXHIBIT 4-210
EXECUTED IN
COUNTERPARTS OF WHICH
THIS IS COUNTERPART NO. .
THE DETROIT EDISON COMPANY
(2000 Second Avenue,
Detroit, Michigan 48226)
TO
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
(14 Wall Street,
New York, New York 10005)
AS TRUSTEE
------------------------------------------------
INDENTURE
Dated as of August 1, 2000
------------------------------------------------
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
GENERAL AND REFUNDING MORTGAGE BONDS,
2000 SERIES BP, DUE SEPTEMBER 1, 2030,
AND
(B) RECORDING AND FILING DATA
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TABLE OF CONTENTS*
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PAGE
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PARTIES..................................................... 1
RECITALS
Original Indenture and Supplementals...................... 1
Bonds heretofore issued................................... 1
Reason for creation of new series......................... 5
Bonds to be 2000 Series BP................................ 5
Further Assurance......................................... 5
Authorization of Supplemental Indenture................... 5
Consideration for Supplemental Indenture.................. 6
PART I.
CREATION OF THREE HUNDRED TWENTY-FIFTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
2000 SERIES BP
Sec. 1. Certain terms of Bonds of 2000 Series BP............ 6
Sec. 2.Redemption and/or Revocation of Bonds of 2000 Series
BP in event of acceleration of Strategic Fund Revenue
Bonds................................................ 8
Sec. 3. Redemption of Bonds of 2000 Series BP............... 8
Sec. 4. Form of Bonds of 2000 Series BP..................... 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 Section 318(c) of Trust Indenture Act....... 19
Execution in Counterparts................................... 19
Testimonium................................................. 20
Execution................................................... 20
Acknowledgement of execution by Company..................... 20
Acknowledgement of execution by Trustee..................... 21
Affidavit as to consideration and good faith................ 22
</TABLE>
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* This Table of Contents shall not have any bearing upon the interpretation of
any of the terms or provisions of this Indenture.
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PARTIES. SUPPLEMENTAL INDENTURE, dated as of August 1, 2000 among THE
DETROIT EDISON COMPANY, a corporation organized and existing
under the laws of the State of Michigan and a transmitting
utility (hereinafter called the "Company", party of the first
part, and FIRST CHICAGO TRUST COMPANY of New York, a trust
company organized and existing under the laws of the State of
New York, having its corporate trust office at 14 Wall 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 INDENTURE
AND SUPPLEMENTALS WHEREAS, the Company has heretofore executed and delivered
its Mortgage and Deed of Trust (hereinafter referred to as the
"Original Indenture"), dated as of October 1, 1924, to the
Trustee, for the security of all bonds of the Company
outstanding thereunder, and pursuant to the terms and
provisions of the Original Indenture, indentures dated as of,
respectively, June 1, 1925, August 1, 1927, February 1, 1931,
June 1, 1931, October 1, 1932, September 25, 1935, September
1, 1936, November 1, 1936, February 1, 1940, December 1, 1940,
September 1, 1947, March 1, 1950, November 15, 1951, January
15, 1953, May 1, 1953, March 15, 1954, May 15, 1955, August
15, 1957, June 1, 1959, December 1, 1966, October 1, 1968,
December 1, 1969, July 1, 1970, December 15, 1970, June 15,
1971, November 15, 1971, January 15, 1973, May 1, 1974,
October 1, 1974, January 15, 1975, November 1, 1975, December
15, 1975, February 1, 1976, June 15, 1976, July 15, 1976,
February 15, 1977, March 1, 1977, June 15, 1977, July 1, 1977,
October 1, 1977, June 1, 1978, October 15, 1978, March 15,
1979, July 1, 1979, September 1, 1979, September 15, 1979,
January 1, 1980, April 1, 1980, August 15, 1980, August 1,
1981, November 1, 1981, June 30, 1982, August 15, 1982, June
1, 1983, October 1, 1984, May 1, 1985, May 15, 1985, October
15, 1985, April 1, 1986, August 15, 1986, November 30, 1986,
January 31, 1987, April 1, 1987, August 15, 1987, November 30,
1987, June 15, 1989, July 15, 1989, December 1, 1989, February
15, 1990, November 1, 1990, April 1, 1991, May 1, 1991, May
15, 1991, September 1, 1991, November 1, 1991, January 15,
1992, February 29, 1992, April 15, 1992, July 15, 1992, July
31, 1992, November 30, 1992, December 15, 1992, January 1,
1993, March 1, 1993, March 15, 1993, April 1, 1993, April 26,
1993, May 31, 1993, June 30, 1993, June 30, 1993, September
15, 1993, March 1, 1994, June 15, 1994, August 15, 1994,
December 1, 1994, August 1, 1995, August 1, 1999, August 15,
1999, January 1, 2000 and April 15, 2000 supplemental to the
Original Indenture, have heretofore been entered into between
the Company and the Trustee (the Original Indenture and all
indentures supplemental thereto together being hereinafter
sometimes referred to as the "Indenture"); and
BONDS HERETOFORE
ISSUED. WHEREAS, Bonds in the principal amount of Eight billion,
nine hundred thirty-two million four hundred twenty-two
thousand dollars ($8,932,422,000) have heretofore been issued
under the indenture as follows, viz:
<TABLE>
<C> <S> <C> <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,
</TABLE>
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<TABLE>
<C> <S> <C> <C> <C>
(10) Bonds of Series J -- Principal Amount $35,000,000,
(11) Bonds of Series K -- Principal Amount $40,000,000,
(12) Bonds of Series L -- Principal Amount $24,000,000,
(13) Bonds of Series M -- Principal Amount $40,000,000,
(14) Bonds of Series N -- Principal Amount $40,000,000,
(15) Bonds of Series O -- Principal Amount $60,000,000,
(16) Bonds of Series P -- Principal Amount $70,000,000,
(17) Bonds of Series Q -- Principal Amount $40,000,000,
(18) Bonds of Series W -- Principal Amount $50,000,000,
(19) Bonds of Series AA -- Principal Amount $100,000,000,
(20) Bonds of Series BB -- Principal Amount $50,000,000,
(21) Bonds of Series CC -- Principal Amount $50,000,000,
(22) Bonds of Series UU -- Principal Amount $100,000,000,
(23-31) Bonds of Series DDP Nos. 1-9 -- Principal Amount $14,305,000,
(32-45) Bonds of Series FFR Nos. 1-14 -- Principal Amount $45,600,000,
(46-67) Bonds of Series GGP Nos. 1-22 -- Principal Amount $42,300,000,
(68) Bonds of Series HH -- Principal Amount $50,000,000,
(69-90) Bonds of Series IIP Nos. 1-22 -- Principal Amount $3,750,000,
(91-98) Bonds of Series JJP Nos. 1-8 -- Principal Amount $6,850,000,
(99-107) Bonds of Series KKP Nos. 1-9 -- Principal Amount $34,890,000,
(108-122) Bonds of Series LLP Nos. 1-15 -- Principal Amount $8,850,000,
(123-143) Bonds of Series NNP Nos. 1-21 -- Principal Amount $47,950,000,
(144-161) Bonds of Series OOP Nos. 1-18 -- Principal Amount $18,880,000,
(162-180) Bonds of Series QQP Nos. 1-19 -- Principal Amount $13,650,000,
(181-195) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000,
(196) Bonds of 1980 Series A -- Principal Amount $50,000,000,
(197-221) Bonds of 1980 Series CP Nos. 1-25 -- Principal Amount $35,000,000,
(222-232) Bonds of 1980 Series DP Nos. 1-11 -- Principal Amount $10,750,000,
(233-248) Bonds of 1981 Series AP Nos. 1-16 -- Principal Amount $124,000,000,
(249) Bonds of 1985 Series A -- Principal Amount $35,000,000,
(250) Bonds of 1985 Series B -- Principal Amount $50,000,000,
(251) Bonds of Series PP -- Principal Amount $70,000,000,
(252) Bonds of Series RR -- Principal Amount $70,000,000,
(253) Bonds of Series EE -- Principal Amount $50,000,000,
(254-255) Bonds of Series MMP and MMP No. 2 -- Principal Amount $5,430,000,
(256) Bonds of Series T -- Principal Amount $75,000,000,
(257) Bonds of Series U -- Principal Amount $75,000,000,
(258) Bonds of 1986 Series B -- Principal Amount $100,000,000,
(259) Bonds of 1987 Series D -- Principal Amount $250,000,000,
(260) Bonds of 1987 Series E -- Principal Amount $150,000,000,
(261) Bonds of 1987 Series C -- Principal Amount $225,000,000,
(262) Bonds of Series V -- Principal Amount $100,000,000,
</TABLE>
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<TABLE>
<C> <S> <C> <C> <C>
(263) Bonds of Series SS -- Principal Amount $150,000,000,
(264) Bonds of 1980 Series B -- Principal Amount $100,000,000,
(265) Bonds of 1986 Series C -- Principal Amount $200,000,000,
(266) Bonds of 1986 Series A -- Principal Amount $200,000,000,
(267) Bonds of 1987 Series B -- Principal Amount $175,000,000,
(268) Bonds of Series X -- Principal Amount $100,000,000,
(269) Bonds of 1987 Series F -- Principal Amount $200,000,000,
(270) Bonds of 1987 Series A -- Principal Amount $300,000,000,
(271) Bonds of Series Y -- Principal Amount $60,000,000,
(272) Bonds of Series Z -- Principal Amount $100,000,000,
(273) Bonds of 1989 Series A -- Principal Amount $300,000,000,
(274) Bonds of 1984 Series AP -- Principal Amount $2,400,000,
(275) Bonds of 1984 Series BP -- Principal Amount $7,750,000,
(276) Bonds of Series R -- Principal Amount $100,000,000,
(277) Bonds of Series S -- Principal Amount $150,000,000,
(278) Bonds of 1993 Series D -- Principal Amount $100,000,000,
(279) Bonds of 1992 Series E -- Principal Amount $50,000,000,
(280) Bonds of 1993 Series B -- Principal Amount $50,000,000,
(281) Bonds of 1989 Series BP -- Principal Amount $66,565,000,
</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;
(282-287) Bonds of Series KKP Nos. 10-15 in the principal
amount of One hundred seventy-nine million five hundred ninety
thousand dollars ($179,590,000), of which Thirty-nine million
seven hundred forty-five thousand dollars ($39,745,000)
principal amount have heretofore been retired and One hundred
thirty-nine million eight hundred forty-five thousand dollars
($139,845,000) principal amount are outstanding at the date
hereof;
(288) Bonds of 1990 Series A in the principal amount of One
hundred ninety-four million six hundred forty-nine thousand
dollars ($194,649,000) of which Sixty-nine million sixty-nine
thousand dollars ($69,069,000) principal amount have
heretofore been retired and One hundred twenty-five million
five hundred eighty thousand dollars ($125,580,000) principal
amount are outstanding at the date hereof;
(289) Bonds of 1990 Series B in the principal amount of Two
hundred fifty-six million nine hundred thirty-two thousand
dollars ($256,932,000) of which One hundred four million six
hundred seventy-six thousand dollars ($104,676,000) principal
amount have heretofore been retired and One hundred fifty-two
million two hundred fifty-six thousand dollars ($152,256,000)
principal amount are outstanding at the date hereof;
(290) Bonds of 1990 Series C in the principal amount of
Eighty-five million four hundred seventy-five thousand dollars
($85,475,000) of which Thirty-seven million six hundred nine
thousand dollars ($37,609,000) principal amount have
heretofore been retired and Forty-seven million eight hundred
sixty-six thousand dollars ($47,866,000) principal amount are
outstanding at the date hereof;
(291) Bonds of 1991 Series AP in the principal amount of
Thirty-two million three hundred seventy-five thousand dollars
($32,375,000), all of which are outstanding at the date
hereof;
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(292) Bonds of 1991 Series BP in the principal amount of
Twenty-five million nine hundred ten thousand dollars
($25,910,000), all of which are outstanding at the date
hereof;
(293) Bonds of 1991 Series CP in the principal amount of
Thirty-two million eight hundred thousand dollars
($32,800,000), all of which are outstanding at the date
hereof;
(294) Bonds of 1991 Series DP in the principal amount of
Thirty-seven million six hundred thousand dollars
($37,600,000), all of which are outstanding at the date
hereof;
(295) Bonds of 1991 Series EP in the principal amount of
Forty-one million four hundred eighty thousand dollars
($41,480,000), all of which are outstanding at the date
hereof;
(296) Bonds of 1991 Series FP in the principal amount of
Ninety-eight million three hundred seventy-five thousand
dollars ($98,375,000), all of which are outstanding at the
date hereof;
(297) Bonds of 1992 Series BP in the principal amount of
Twenty million nine hundred seventy-five thousand dollars
($20,975,000), all of which are outstanding at the date
hereof;
(298) Bonds of 1992 Series AP in the principal amount of
Sixty-six million dollars ($66,000,000), all of which are
outstanding at the date hereof;
(299) Bonds of 1992 Series D in the principal amount of Three
hundred million dollars ($300,000,000), of which thirty-four
million dollars ($34,000,000) principal amount have heretofore
been retired and Two hundred sixty-six million ($266,000,000)
principal amount are outstanding at the date hereof;
(300) Bonds of 1992 Series CP in the principal amount of
Thirty-five million dollars ($35,000,000), all of which are
outstanding at the date hereof;
(301) Bonds of 1989 Series BP No. 2 in the principal amount of
Thirty-six million dollars ($36,000,000), all of which are
outstanding at the date hereof;
(302) Bonds of 1993 Series C in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), of which
Twenty-seven million dollars ($27,000,000) principal amount
have heretofore been retired and One hundred ninety-eight
million dollars ($198,000,000) principal amount are
outstanding at the date hereof;
(303) Bonds of 1993 Series E in the principal amount of Four
hundred million dollars ($400,000,000), of which Two hundred
six million five hundred thousand dollars ($206,500,000)
principal amount have heretofore been retired and One hundred
ninety-three million five hundred thousand dollars
($193,500,000) principal amount are outstanding at the date
hereof;
(304) Bonds of 1993 Series FP in the principal amount of Five
million six hundred eighty-five thousand dollars ($5,685,000),
all of which are outstanding at the date hereof;
(305) Bonds of 1993 Series G in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), of which
One hundred twenty-five million dollars ($125,000,000)
principal amount have been retired and One hundred million
dollars ($100,000,000) principal amount are outstanding at the
date hereof;
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(306) Bonds of 1993 Series J in the principal amount of Three
hundred million dollars ($300,000,000), of which Seventy eight
million five hundred thousand dollars ($78,500,000) principal
amount have heretofore been retired and Two hundred twenty-one
million five hundred thousand dollars ($221,500,000) principal
amount are outstanding at the date hereof;
(307) Bonds of 1993 Series IP in the principal amount of Five
million eight hundred twenty-five thousand dollars
($5,825,000), all of which are outstanding at the date hereof;
(308) Bonds of 1993 Series AP in the principal amount of
Sixty-five million dollars ($65,000,000), all of which are
outstanding at the date hereof;
(309) Bonds of 1993 Series H in the principal amount of Fifty
million dollars ($50,000,000), all of which are outstanding at
the date hereof;
(310) Bonds of 1993 Series K in the principal amount of One
hundred sixty million dollars ($160,000,000), all of which are
outstanding at the date hereof;
(311) Bonds of 1994 Series AP in the principal amount of Seven
million five hundred thirty-five thousand dollars
($7,535,000), all of which are outstanding at the date hereof;
(312) Bonds of 1994 Series BP in the principal amount of
Twelve million nine hundred thirty-five thousand dollars
($12,935,000), all of which are outstanding at the date
hereof;
(313) Bonds of 1994 Series C in the principal amount of Two
hundred million dollars ($200,000,000), all of which are
outstanding at the date hereof;
(314) Bonds of 1994 Series DP in the principal amount of
Twenty-three million seven hundred thousand dollars
($23,700,000), all of which are outstanding at the date
hereof;
(315) Bonds of 1995 Series AP in the principal amount of
Ninety-seven million dollars ($97,000,000), all of which are
outstanding at the date hereof;
(316) Bonds of 1995 Series BP in the principal amount of
Twenty-two million, one hundred seventy-five thousand dollars
($22,175,000), all of which are outstanding at the date
hereof;
(317) Bonds of 1999 Series AP in the principal amount of One
hundred eighteen million three hundred sixty thousand dollars
($118,360,000), all of which are outstanding at the date
hereof;
(318) Bonds of 1999 Series BP in the principal amount of
Thirty-nine million seven hundred forty-five thousand dollars
($39,745,000), all of which are outstanding of the date
hereof;
(319) Bonds of 1999 Series CP in the principal amount of
Sixty-six million five hundred sixty-five thousand dollars
($66,565,000), all of which are outstanding at the date
hereof; and
(320) Bonds of 1999 Series D in the principal amount of Forty
million dollars
($40,000,000), all of which are outstanding at the date
hereof; and
(321) Bonds of 2000 Series A in the principal amount of Two
Hundred Twenty million dollars ($220,000,000), all of which
are outstanding at the date hereof; and
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accordingly, the Company has issued and has presently
outstanding Three billion five million five hundred
eighty-seven thousand dollars ($3,005,587,000) aggregate
principal amount of its General and Refunding Mortgage Bonds
(the "Bonds") at the date hereof; and
REASON FOR CREATION
OF A NEW SERIES. WHEREAS, the Company will enter into a Loan Agreement, dated
as of August 1, 2000 with the Michigan Strategic Fund in
connection with the issuance of the Collateralized Series 2000
B 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 2000
SERIES BP. WHEREAS, the Company desires by this Supplemental Indenture
to create a new series of bonds, to be designated "General and
Refunding Mortgage Bonds, 2000 Series BP" and
FURTHER ASSURANCE. WHEREAS, the Original Indenture, by its terms, includes in
the property subject to the lien thereof all of the estates
and properties, real, personal and mixed, rights, privileges
and franchises of every nature and kind and wheresoever
situate, then or thereafter owned or possessed by or belonging
to the Company or to which it was then or at any time
thereafter might be entitled in law or in equity (saving and
excepting, however, the property therein specifically excepted
or released from the lien thereof), and the Company therein
covenanted that it would, upon reasonable request, execute and
deliver such further instruments as may be necessary or proper
for the better assuring and confirming unto the Trustee all or
any part of the trust estate, whether then or thereafter owned
or acquired by the Company (saving and excepting, however,
property specifically excepted or released from the lien
thereof); and
AUTHORIZATION OF
SUPPLEMENTAL
INDENTURE. WHEREAS, the Company in the exercise of the powers and
authority conferred upon and reserved to it under and by
virtue of the provisions of the Indenture, and pursuant to
resolutions of its Board of Directors has duly resolved and
determined to make, execute and deliver to the Trustee a
supplemental indenture in the form hereof for the purposes
herein provided; and
WHEREAS, all conditions and requirements necessary to make
this Supplemental Indenture a valid and legally binding
instrument in accordance with its terms have been done,
performed and fulfilled, and the execution and delivery hereof
have been in all respects duly authorized;
CONSIDERATION FOR
SUPPLEMENTAL
INDENTURE. NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The
Detroit Edison Company, in consideration of the 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:
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PART I.
CREATION OF THREE HUNDRED TWENTY-FIFTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
2000 SERIES BP
CERTAIN TERMS OF
BONDS OF 2000
SERIES BP. SECTION 1. The Company hereby creates the Three hundred
twenty-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, 2000 Series BP"
(elsewhere herein referred to as the "bonds of 2000 Series
BP"). The aggregate principal amount of bonds of 2000 Series
BP shall be limited to Fifty million seven hundred forty-five
thousand dollars ($50,745,000), 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 2000 Series BP is to be assigned to, and
registered in the name of, Bank One Trust Company, N.A., as
trustee, or a successor trustee (said trustee or any successor
trustee being hereinafter referred to as the "Strategic Fund
Trust Indenture Trustee"), under the Trust Indenture, dated as
of August 1, 2000 (hereinafter called the "Strategic Fund
Trust Indenture"), between the Michigan Strategic Fund
(hereinafter called "Strategic Fund"), and the Strategic Fund
Trust Indenture Trustee, to secure payment of the Michigan
Strategic Fund Variable Rate Limited Obligation Refunding
Revenue Bonds (The Detroit Edison Company Pollution Control
Bonds Project), Collateralized Series 2000B (hereinafter
called the "Strategic Fund Revenue Bonds"), issued by the
Strategic Fund under the Strategic Fund 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 August 1, 2000 (hereinafter called the
"Strategic Fund Agreement"), between the Company and the
Strategic Fund. Such assignment is revocable only upon
revocation of the bonds, as provided herein and in the
Strategic Fund Trust Indenture.
The bonds of 2000 Series BP shall be issued as registered
bonds without coupons in denominations of a multiple of
$5,000. The bonds of 2000 Series BP shall be issued in the
aggregate principal amount of $50,745,000, shall mature on
September 1, 2030 (unless redeemed or revoked on an earlier
date pursuant to the terms of the Strategic Fund Trust
Indenture) and shall bear interest payable on such dates as
interest shall be payable on the Strategic Fund Revenue Bonds
pursuant to the Strategic Fund Trust Indenture, at such rate
or rates not in excess of a maximum rate of 15% per annum
(unless such maximum rate shall be increased by resolution of
the Company's Board of Directors and set forth in an
additional Supplemental Indenture between the Company and the
Trustee), until the principal thereof shall have become due
and payable pursuant to the Strategic Fund Trust Indenture and
thereafter until the Company's obligation with respect to the
payment of said principal shall have been discharged as
provided in the Indenture or until such time as the bonds of
2000 Series BP shall be revoked pursuant to the terms of the
Strategic Fund Trust Indenture, in which event all principal
shall be deemed to be discharged within the meaning of the
Indenture.
The bonds of 2000 Series BP 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 2000 Series BP shall be payable, both
as to principal and interest, at the office or agency of the
Company in the Borough of Manhattan, The
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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 2000 Series BP shall
be dated the date of its authentication and interest shall be
payable on the principal represented thereby as provided in
the Strategic Fund Trust Indenture.
The bonds of 2000 Series BP 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 2000 Series BP). Until bonds of 2000 Series BP 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 2000 Series
BP in temporary form, as provided in Section 10 of Article II
of the Indenture. Temporary bonds of 2000 Series BP, if any,
may be printed and may be issued in authorized denominations
in substantially the form of definitive bonds of 2000 Series
BP, but with such omissions, insertions and variations as may
be appropriate for temporary bonds, all as may be determined
by the Company.
Bonds of 2000 Series BP shall not be assignable or
transferable except as may be required to effect a transfer to
any successor trustee under the Strategic Fund 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
Strategic Fund 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 2000 Series BP shall in
the same manner be exchangeable for a like aggregate principal
amount of bonds of 2000 Series BP 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 2000 Series BP, during any period of ten
days next preceding any redemption date for such bonds.
Bonds of 2000 Series BP, 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 Strategic Fund Agreement.
Upon payment of the principal or premium, if any, or
interest on the Strategic Fund 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 the terms of the Strategic Fund Trust
Indenture, bonds of 2000 Series BP in a principal amount equal
to the principal amount of the Strategic Fund 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 upon revocation of such bonds as
provided herein the obligation of the Company hereunder to
make any payment shall forthwith cease and be discharged, and,
in the case of the payment of principal and premium, if any,
or revocation of such bonds pursuant to the terms of The
Strategic Fund Trust Indenture such bonds shall be surrendered
for cancellation or presented for appropriate notation to the
Trustee.
8
<PAGE> 11
REDEMPTION AND/OR
REVOCATION OF BONDS
OF 2000 SERIES BP SECTION 2. Bonds of the 2000 Series BP shall be redeemed on
the date and in the respective principal amount which
correspond to the redemption date for, and the principal
amount to be redeemed of, the Strategic Fund Revenue Bonds.
In the event the Company elects to redeem any Strategic Fund
Revenue Bonds prior to maturity in accordance with the
provisions of the Strategic Fund Trust Indenture, the Company
shall on the same date redeem bonds of 2000 Series BP in the
principal amount and at the redemption price corresponding to
the Strategic Fund Revenue Bonds so redeemed. The Company
agrees to give the Trustee notice of any such redemption of
bonds of 2000 Series BP on the same date as it gives notice of
redemption of Strategic Fund Revenue Bonds to the Strategic
Fund Trust Indenture Trustee.
The Company may elect to revoke the bonds of 2000 Series BP
on such date as it shall select in accordance with the terms
of the Strategic Fund Trust Indenture. For purposes of this
Supplemental Indenture, the term "revocation" of bonds of 2000
Series BP shall mean the revocation by the Company of the
pledge of such bonds and of the assignment thereof to the
Strategic Trust Fund Indenture Trustee pursuant to the terms
of the Strategic Fund Trust Indenture, the surrender by the
Strategic Fund Trust Indenture Trustee of such bonds to the
Trustee for cancellation, the receipt by the Trustee of
certificates and opinions set forth in the next succeeding
paragraph of this Section 2 and the cancellation of such bonds
by the Trustee pursuant to an order of an authorized officer
of the Company. In the event the Company elects to revoke the
bonds of 2000 Series BP, the Company agrees to give the
Trustee notice of such revocation on the same date as it gives
notice of revocation to the Strategic Fund Trust Indenture
Trustee. The bonds of 2000 Series BP shall be cancelled upon
surrender of such bonds to the Trustee by the Strategic Fund
Trust Indenture Trustee and satisfaction of the conditions set
forth in the next succeeding paragraph of this Section 2.
The cancellation of bonds of 2000 Series BP being revoked
shall be subject to receipt by the Trustee from the Company of
(i) the notice specified above; (ii) the certificate and
opinion set forth in Article XA, Section 1(a) and (b) of the
Indenture; (iii) a certificate of the Company, under its
corporate seal, signed by its President or a Vice-President
and by its Treasurer or an Assistant Treasurer, and an opinion
of counsel stating that in the opinion of the same signers or,
as the case may be, such counsel, all conditions precedent for
revocation of the pledge and cancellation of the bonds under
the Strategic Fund Trust Indenture have been complied with,
and (iv) such other certificates and opinions as the Trustee
may reasonably require. In addition, cancellation shall be
subject to receipt by the Trustee of a release, executed by
the Strategic Fund Trust Indenture Trustee, of the pledge of
such bonds. The Trustee shall be entitled to rely upon the
foregoing to the full extent provided in the Indenture,
including without limitation Article XII, Section 1 thereof,
in canceling the bonds as provided herein.
REDEMPTION
OF BONDS OF
2000 SERIES BP
IN EVENT OF
ACCELERATION
OF STRATEGIC FUND
REVENUE BONDS. SECTION 3. In the event of an Event of Default under the
Strategic Fund Trust Indenture and the acceleration of all
Strategic Fund Revenue Bonds, the bonds of 2000 Series BP
shall be redeemable in whole upon receipt by the Trustee of a
written demand (hereinafter called a "Redemption Demand") from
the Strategic Fund Trust Indenture Trustee stating that there
has occurred under the Strategic Fund Trust Indenture both an
Event of Default and a declaration of acceleration of payment
of principal, accrued interest and premium, if any, on the
Strategic Fund Revenue Bonds, specifying the last date to
which interest on the Strategic Fund 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,
9
<PAGE> 12
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 2000 Series BP shall be redeemed by the Company
on the Demand Redemption Date therefore upon surrender thereof
by the Strategic Fund 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
Strategic Fund Revenue Bonds; provided, however, that in the
event of a receipt by the Trustee of a notice that, pursuant
to the Strategic Fund Trust Indenture, the Strategic Fund
Trust Indenture Trustee has terminated proceedings to enforce
any right under the Strategic Fund Trust Indenture, then any
Redemption Demand shall thereby be rescinded by the Strategic
Fund 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
Strategic Fund Trust Indenture Trustee by an authorized
officer.
FORM OF BONDS OF
2000 SERIES BP. SECTION 4. The bonds of 2000 Series BP and the form of
Trustee's Certificate to be endorsed on such bonds shall be
substantially in the following forms, respectively:
10
<PAGE> 13
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2000 SERIES BP, DUE SEPTEMBER 1, 2030
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 August 1, 2000 between the
Michigan Strategic Fund and Bank One Trust Company, 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.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called the
"Company"), a corporation of the State of Michigan, for value
received, hereby promises to pay to the Michigan Strategic
Fund, or registered assigns, at the Company's office or agency
in the Borough of Manhattan, The City and State of New York,
the principal sum of dollars ($ ) in lawful
money of the United States of America on the date specified in
the title hereof and interest thereon in like lawful money, on
such date or dates in each case as provided for in the Trust
Indenture, dated as of August 1, 2000 (hereinafter called the
"Strategic Fund Trust Indenture"), between the Michigan
Strategic Fund (hereinafter called the "Strategic Fund") and
Bank One Trust Company, N.A., as trustee (hereinafter
"Strategic Fund Trust Indenture Trustee"). This bond of 2000
Series BP shall bear interest at a maximum rate or rates of
15% per annum (unless such maximum rate shall be increased by
resolution of the Company's Board of Directors as set forth in
an additional Supplemental Indenture between the Company and
the Trustee), 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 or until such time as the bonds of 2000 Series BP
shall be revoked pursuant to the terms of the Strategic Fund
Trust Indenture, in which event all principal shall be deemed
to be discharged within the meaning of the Indenture.
Under the Strategic Fund Trust Indenture, the Strategic Fund
has issued Variable Rate Limited Obligation Refunding Revenue
Bonds (The Detroit Edison Company Pollution Control Bonds
Project), Collateralized Series 2000B (hereinafter called the
"Strategic Fund Revenue Bonds"). This bond was originally
issued to the Strategic Fund and simultaneously assigned to
the Strategic Fund Trust Indenture Trustee so as to secure the
payment of the Strategic Fund Revenue Bonds. Such assignment
shall be irrevocable except as provided in the Indenture.
Payments of principal of, or premium, if any, or interest on,
Strategic Fund 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. The
Company may elect to revoke the bonds of 2000 Series BP
pursuant to the terms of the Strategic Fund Trust Indenture.
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.
11
<PAGE> 14
This bond shall not be valid or become obligatory for any
purpose until First Chicago Trust Company of New York, the
Trustee under the Indenture hereinafter mentioned on the
reverse hereof, or its successor thereunder, shall have signed
the form of certificate endorsed hereon.
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused
this instrument to be executed by its Senior Vice President
and Treasurer, with his manual or facsimile signature, and its
corporate seal, or a facsimile thereof, to be impressed or
imprinted hereon and the same to be attested by its Assistant
Corporate Secretary with her/his manual or facsimile
signature.
<TABLE>
<S> <C> <C>
Dated: THE DETROIT EDISON COMPANY
By ............................
Senior Vice President
and Treasurer
Attest:
............................
Assistant Corporate Secretary
</TABLE>
12
<PAGE> 15
[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 2000 Series BP, limited to an
aggregate principal amount of $50,745,000, except as otherwise
provided in the Indenture hereinafter mentioned. This bond and
all other bonds of said series are issued and to be issued
under, and are all equally and ratably secured (except insofar
as any sinking, amortization, improvement or analogous fund,
established in accordance with the provisions of the Indenture
hereinafter mentioned, may afford additional security for the
bonds of any particular series and except as provided in
Section 3 of Article VI of said Indenture) by an Indenture,
dated as of October 1, 1924, duly executed by the Company to
First Chicago Trust Company of New York, a trust company of
the State of New York, as Trustee, to which Indenture and all
indentures supplemental thereto (including the Supplemental
Indenture dated as of August 1, 2000) 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 August 1,
2000, are hereinafter collectively called the "Indenture"). As
provided in the Indenture, said bonds may be for various
principal sums and are issuable in series, which may mature at
different times, may bear interest at different rates and may
otherwise vary as in said Indenture provided. With the consent
of the Company and to the extent permitted by and as provided
in the Indenture, the rights and obligations of the Company
and of the holders of the bonds and the terms and provisions
of the Indenture, or of any indenture supplemental thereto,
may be modified or altered in certain respects by affirmative
vote of at least eighty-five percent (85%) in amount of the
bonds then outstanding, and, if the rights of one or more, but
less than all, series of bonds then outstanding are to be
affected by the action proposed to be taken, then also by
affirmative vote of at least eighty-five percent (85%) in
amount of the series of bonds so to be affected (excluding in
every instance bonds disqualified from voting by reason of the
Company's interest therein as specified in the Indenture);
provided, however, that, without the consent of the holder
hereof, no such modification or alteration shall, among other
things, affect the terms of payment of the principal of or the
interest on this bond, which in those respects is
unconditional.
This bond is redeemable upon the terms and conditions set
forth in the Indenture, including provision for redemption
upon demand of the Strategic Fund Trust Indenture Trustee
following the occurrence of an Event of Default under the
Strategic Fund Trust Indenture and the acceleration of the
principal of the Strategic Fund Revenue Bonds.
This bond is revocable, at the option of the Company,
pursuant to the provisions of the Strategic Fund Trust
Indenture and cancellation thereupon as provided in the
Indenture.
Under the Indenture, funds may be deposited with the Trustee
(which shall have become available for payment), in advance of
the redemption date of any of the bonds of 2000 Series BP (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
13
<PAGE> 16
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 Strategic Fund 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 the Strategic Fund Trust Indenture, bonds of
2000 Series BP 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 or rates 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 of 2000 Series BP shall be revoked upon surrender
to the Trustee by the Strategic Fund Trust Indenture Trustee,
and upon such revocation as provided in the Indenture, the
obligation of the Company thereunder to make any payments on
this bond shall forthwith cease and be discharged.
This bond is not assignable or transferable except as may be
required to effect a transfer to any successor trustee under
the Strategic Fund 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 Strategic Fund 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.
14
<PAGE> 17
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF
TRUSTEE'S
CERTIFICATE. This bond is one of the bonds, of the series designated
therein, described in the within-mentioned Indenture.
FIRST CHICAGO TRUST COMPANY OF
NEW YORK,
as Trustee
By ...........................
Authorized Officer
PART IV.
RECORDING AND FILING DATA
RECORDING AND
FILING OF ORIGINAL
INDENTURE. The Original Indenture and indentures supplemental thereto
have been recorded and/or filed and Certificates of Provision
for Payment have been recorded as hereinafter set forth.
The Original Indenture has been recorded as a real estate
mortgage and filed as a chattel mortgage in the offices of the
respective Registers of Deeds of certain counties in the State
of Michigan as set forth in the Supplemental Indenture dated
as of September 1, 1947, has been recorded as a real estate
mortgage in the office of the Register of Deeds of Genesee
County, Michigan as set forth in the Supplemental Indenture
dated as of May 1, 1974, has been filed in the Office of the
Secretary of State of Michigan on November 16, 1951 and has
been filed and recorded in the office of the Interstate
Commerce Commission on December 8, 1969.
RECORDING AND
FILING OF
SUPPLEMENTAL
INDENTURES. Pursuant to the terms and provisions of the Original
Indenture, indentures supplemental thereto heretofore entered
into have been recorded as a real estate mortgage and/or filed
as a chattel mortgage or as a financing statement in the
offices of the respective Registers of Deeds of certain
counties in the State of Michigan, the Office of the Secretary
of State of Michigan and the Office of the Interstate Commerce
Commission, as set forth in supplemental indentures as
follows:
<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 Additional September 1, 1947
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
</TABLE>
15
<PAGE> 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>
May 1, 1953(a)............ Series M Bonds and Subject Properties March 15, 1954
March 15, 1954(a)(c)...... Series N Bonds and Subject Properties May 15, 1955
May 15, 1955(a)(c)........ Series O Bonds and Subject Properties August 15, 1957
August 15, 1957(a)(c)..... Series P Bonds Additional Provisions June 1, 1959
and Subject Properties
June 1, 1959(a)(c)........ Series Q Bonds and Subject Properties December 1, 1966
December 1, 1966(a)(c).... Series R Bonds Additional Provisions October 1, 1968
and Subject Properties
October 1, 1968(a)(c)..... Series S Bonds and Subject Properties December 1, 1969
December 1, 1969(a)(c).... Series T Bonds and Subject Properties July 1, 1970
July 1, 1970(c)........... Series U Bonds and Subject Properties December 15, 1970
December 15, 1970(c)...... Series V and Series W Bonds June 15, 1971
June 15, 1971(c).......... Series X Bonds and Subject Properties November 15, 1971
November 15, 1971(c)...... Series Y Bonds and Subject Properties January 15, 1973
January 15, 1973(c)....... Series Z Bonds and Subject Properties May 1, 1974
May 1, 1974............... Series AA Bonds and Subject Properties October 1, 1974
October 1, 1974........... Series BB Bonds and Subject Properties January 15, 1975
January 15, 1975.......... Series CC Bonds and Subject Properties November 1, 1975
November 1, 1975.......... Series DDP Nos. 1-9 Bonds and Subject December 15, 1975
Properties
December 15, 1975......... Series EE Bonds and Subject Properties February 1, 1976
February 1, 1976.......... Series FFR Nos. 1-13 Bonds June 15, 1976
June 15, 1976............. Series GGP Nos. 1-7 Bonds and Subject July 15, 1976
Properties
July 15, 1976............. Series HH Bonds and Subject Properties February 15, 1977
February 15, 1977......... Series MMP Bonds and Subject Properties March 1, 1977
March 1, 1977............. Series IIP Nos. 1-7 Bonds, Series JJP June 15, 1977
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 Subject July 1, 1977
Properties
July 1, 1977.............. Series NNP Nos. 1-7 Bonds and Subject October 1, 1977
Properties
October 1, 1977........... Series GGP Nos. 8-22 Bonds and Series June 1, 1978
OOP Nos. 1-17 Bonds and Subject
Properties
June 1, 1978.............. Series PP Bonds, Series QQP Nos. 1-9 October 15, 1978
Bonds and Subject Properties
October 15, 1978.......... Series RR Bonds and Subject Properties March 15, 1979
March 15, 1979............ Series SS Bonds and Subject Properties July 1, 1979
July 1, 1979.............. Series IIP Nos. 8-22 Bonds, Series NNP September 1, 1979
Nos. 8-21 Bonds and Series TTP Nos.
1-15 Bonds and Subject Properties
September 1, 1979......... Series JJP No. 8 Bonds, Series KKP No. September 15, 1979
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 Subject April 1, 1980
Properties
April 1, 1980............. 1980 Series B Bonds August 15, 1980
</TABLE>
16
<PAGE> 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>
August 15, 1980........... Series QQP Nos. 10-19 Bonds, 1980 August 1, 1981
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 Bonds and November 1, 1981
Subject Properties
November 1, 1981.......... 1981 Series AP Nos. 1-12 Bonds June 30, 1982
June 30, 1982............. Article XIV Reconfirmation August 15, 1982
August 15, 1982........... 1981 Series AP Nos. 13-14 and Subject June 1, 1983
Properties
June 1, 1983.............. 1981 Series AP Nos. 15-16 and Subject October 1, 1984
Properties
October 1, 1984........... 1984 Series AP and 1984 Series BP Bonds May 1, 1985
and Subject Properties
May 1, 1985............... 1985 Series A Bonds May 15, 1985
May 15, 1985.............. 1985 Series B Bonds and Subject October 15, 1985
Properties
October 15, 1985.......... Series KKP No. 9 Bonds and Subject April 1, 1986
Properties
April 1, 1986............. 1986 Series A and Subject Properties August 15, 1986
August 15, 1986........... 1986 Series B and Subject Properties November 30, 1986
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 Series C August 15, 1987
August 15, 1987........... 1987 Series D and 1987 Series E and November 30, 1987
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 Series BP February 15, 1990
February 15, 1990......... 1990 Series A, 1990 Series B, 1990 November 1, 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 Series CP May 15, 1991
May 15, 1991.............. 1991 Series DP September 1, 1991
September 1, 1991......... 1991 Series EP November 1, 1991
November 1, 1991.......... 1991 Series FP January 15, 1992
January 15, 1992.......... 1992 Series BP February 29, 1992 and
April 15, 1992
February 29, 1992......... 1992 Series AP April 15, 1992
April 15, 1992............ Series KKP No. 13 July 15, 1992
July 15, 1992............. 1992 Series CP November 30, 1992
July 31, 1992............. 1992 Series D November 30, 1992
April 1, 1986............. 1986 Series A and Subject Properties August 15, 1986
August 15, 1986........... 1986 Series B and Subject Properties November 30, 1986
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 Series C August 15, 1987
August 15, 1987........... 1987 Series D and 1987 Series E and November 30, 1987
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 Series BP February 15, 1990
February 15, 1990......... 1990 Series A, 1990 Series B, 1990 November 1, 1990
Series C, 1990 Series D, 1990 Series
E and 1990 Series F
</TABLE>
17
<PAGE> 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>
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 Series CP May 15, 1991
May 15, 1991.............. 1991 Series DP September 1, 1991
September 1, 1991......... 1991 Series EP November 1, 1991
November 1, 1991.......... 1991 Series FP January 15, 1992
January 15, 1992.......... 1992 Series BP February 29, 1992 and
April 15, 1992
February 29, 1992......... 1992 Series AP April 15, 1992
April 15, 1992............ Series KKP No. 13 July 15, 1992
July 15, 1992............. 1992 Series CP November 30, 1992
November 30, 1992......... 1992 Series E and 1993 Series D March 15, 1993
December 15, 1992......... Series KKP No. 14 and 1989 Series BP March 15, 1992
No. 2
January 1, 1993........... 1993 Series C April 1, 1993
March 1, 1993............. 1993 Series E June 30, 1993
March 15, 1993............ 1993 Series D September 15, 1993
April 1, 1993............. 1993 Series FP and 1993 Series IP September 15, 1993
April 26, 1993............ 1993 Series G and Amendment of Article September 15, 1993
II, Section 5
May 31, 1993.............. 1993 Series J September 15, 1993
September 15, 1993........ 1993 Series K March 1, 1994
March 1, 1994............. 1994 Series AP June 15, 1994
June 15, 1994............. 1994 Series BP December 1, 1994
August 15, 1994........... 1994 Series C December 1, 1994
December 1, 1994.......... Series KKP No. 15 and 1994 Series DP August 1, 1995
August 1, 1995............ 1995 Series AP and August 15, 1999
1995 Series DP
</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.
18
<PAGE> 21
RECORDING OF
CERTIFICATES
OF PROVISION
FOR PAYMENT. All the bonds of Series A which were issued under the
Original Indenture dated as of October 1, 1924, and of Series
B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, W, Y, Z,
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. 1-9, 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. 1-16, 1984 Series AP, 1984 Series
BP, 1985 Series A, 1985 Series B, 1987 Series A, PP, RR, EE,
MMP, MMP No. 2, 1989 Series A and 1993 Series D which were
issued under Supplemental Indentures dated as of,
respectively, June 1, 1925, August 1, 1927, February 1, 1931,
October 1, 1932, September 25, 1935, September 1, 1936,
December 1, 1940, September 1, 1947, November 15, 1951,
January 15, 1953, May 1, 1953, March 15, 1954, May 15, 1955,
August 15, 1957, December 15, 1970, November 15, 1971, January
15, 1973, May 1, 1974, October 1, 1974, January 15, 1975,
November 1, 1975, February 1, 1976, June 15, 1976, July 15,
1976, October 1, 1977, March 1, 1977, July 1, 1979, March 1,
1977, March 1, 1977, March 1, 1977, September 1, 1979, July 1,
1977, July 1, 1979, September 15, 1979, October 1, 1977, June
1, 1978, October 1, 1977, July 1, 1979, January 1, 1980,
August 15, 1980, November 1, 1981, October 1, 1984, May 1,
1985, May 15, 1985, January 31, 1987, June 1, 1978, October
15, 1978, December 15, 1975, February 15, 1977, September 1,
1979, June 15, 1989 and March 15, 1993 have matured or have
been called for redemption and funds sufficient for such
payment or redemption have been irrevocably deposited with the
Trustee for that purpose; and Certificates of Provision for
Payment have been recorded in the offices of the respective
Registers of Deeds of certain counties in the State of
Michigan, with respect to all bonds of Series A, B, C, D, E,
F, G, H, K, L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR Nos.
1-3, GGP Nos. 1 and 2, IIP No. 1, JJP No. 1, KKP No. 1, LLP
No. 1 and GGP No. 8.
PART V.
THE TRUSTEE.
TERMS AND
CONDITIONS OF
ACCEPTANCE OF
TRUST BY TRUSTEE. The Trustee hereby accepts the trust hereby declared and
provided, and agrees to perform the same upon the terms and
conditions in the Original Indenture, as amended to date and
as supplemented by this Supplemental Indenture, and in this
Supplemental Indenture set forth, and upon the following terms
and 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 VI.
MISCELLANEOUS.
CONFIRMATION OF
SECTION 318(C) OF
TRUST INDENTURE
ACT. Except to the extent specifically provided therein, no
provision of this supplemental indenture or any future
supplemental indenture is intended to modify, and the parties
do hereby adopt and confirm, the provisions of Section 318(c)
of the Trust Indenture Act which amend and supercede
provisions of the Indenture in effect prior to November 15,
1990.
EXECUTION IN
COUNTERPARTS. THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY EXECUTED
IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED
SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH COUNTERPARTS SHALL
TOGETHER CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
19
<PAGE> 22
TESTIMONIUM. IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND FIRST
CHICAGO TRUST COMPANY OF NEW YORK HAVE CAUSED THESE PRESENTS
TO BE SIGNED IN THEIR RESPECTIVE CORPORATE NAMES BY THEIR
RESPECTIVE CHAIRMEN OF THE BOARD, PRESIDENTS, VICE PRESIDENTS,
ASSISTANT VICE PRESIDENTS, TREASURERS OR ASSISTANT TREASURERS
AND IMPRESSED WITH THEIR RESPECTIVE CORPORATE SEALS, ATTESTED
BY THEIR RESPECTIVE SECRETARIES, ASSISTANT SECRETARIES,
TREASURERS OR ASSISTANT TREASURERS ALL AS OF THE DAY AND YEAR
FIRST ABOVE WRITTEN.
THE DETROIT EDISON COMPANY,
(Corporate Seal) By
----------------------------
N. A. Khouri
Assistant Treasurer
EXECUTION. Attest:
--------------------------
Jack L. Somers
Assistant Corporate Secretary
Signed, sealed and
delivered by THE
DETROIT EDISON COMPANY, in
the
presence of
--------------------------
K. Hier
--------------------------
Michael Lewis, Jr.
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
ACKNOWLEDGMENT
OF EXECUTION
BY COMPANY. On this 18th day of August, 2000, before me, the subscriber,
a Notary Public within and for the County of Wayne, in the
State of Michigan, personally appeared N. A. Khouri, to me
personally known, who, being by me duly sworn, did say that he
does business at 2000 2nd Avenue, Detroit, Michigan 48226-1279
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 N. A. Khouri,
acknowledged said instrument to be the free act and deed of
said corporation.
------------------------------
SHERRIN M. SHEHAN
Notary Public, Wayne County, MI
My Commission Expires 07-21-03
(Notarial
Seal)
20
<PAGE> 23
<TABLE>
<S> <C> <C>
FIRST CHICAGO TRUST COMPANY OF NEW YORK,
(Corporate Seal) By
------------------------------------------------
Steven M. Wagner
Vice President
Attest:
------------------------------------------------
Marla S. Roth
Assistant Vice President
Signed, sealed and delivered by
FIRST CHICAGO TRUST COMPANY of New York, in the
presence of
------------------------------------------------
Janice Ott Rotunno
------------------------------------------------
Diane Swanson
</TABLE>
<TABLE>
<S> <C> <C>
STATE OF ILLINOIS
SS.:
COUNTY OF COOK
</TABLE>
<TABLE>
<S> <C>
ACKNOWLEDGEMENT On this th day of August, 2000, before me, the subscriber,
OF EXECUTION a Notary Public within and for the County of Cook, in the
BY TRUSTEE. State of Illinois, personally appeared Steven M. Wagner, to
me personally known, who, being by me duly sworn, did say
that his business office is located at One Bank One Plaza,
Chicago, Illinois, and he is Vice President of FIRST CHICAGO
TRUST COMPANY of New York, one of the corporations described
in and which executed the foregoing instrument; that he
knows the corporate seal of the said corporation and that
the seal affixed to said instrument is the corporate seal of
said corporation; and that said instrument was signed and
sealed in behalf of said corporation by authority of its
Board of Directors and that he subscribed his name thereto
by like authority; and said Steven M. Wagner acknowledged
said instrument to be the free act and deed of said
corporation.
</TABLE>
<TABLE>
<S> <C> <C>
(Notarial Seal)
---------------------------------------------------
</TABLE>
21
<PAGE> 24
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
<TABLE>
<S> <C>
AFFIDAVIT AS TO N.A. Khouri, 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.
</TABLE>
<TABLE>
<S> <C> <C>
------------------------------------------------
N.A. Khouri
Sworn to before me this 18(th) day of
August, 2000
------------------------------------------------
SHERRIN M. SHEHAN
Notary Public, Wayne County, MI
My Commission Expires 07-21-03
(Notarial Seal)
This instrument was drafted by Frances B. Rohlman, Esq.,
2000 Second Avenue, Detroit, Michigan 48226
</TABLE>
22
