-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DGCIj5+tK5aVbISYM7pfSjAUquajRj++oct71psxP6IHcyZr8XKv9oLHjfUIev5h sEbr+yffleBWhLlv4vt0Ww== 0000950124-98-002380.txt : 19980430 0000950124-98-002380.hdr.sgml : 19980430 ACCESSION NUMBER: 0000950124-98-002380 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 20 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980427 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DTE ENERGY CO CENTRAL INDEX KEY: 0000936340 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 383217752 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-11607 FILM NUMBER: 98602096 BUSINESS ADDRESS: STREET 1: 2000 2ND AVENUE STREET 2: ROOM 2412 CITY: DETRIOT STATE: MI ZIP: 48226-1279 BUSINESS PHONE: 3132378666 MAIL ADDRESS: STREET 1: 2000 2ND AVENUE STREET 2: ROOM 2412 CITY: DETRIOT STATE: MI ZIP: 48226 FORMER COMPANY: FORMER CONFORMED NAME: DTE HOLDINGS INC DATE OF NAME CHANGE: 19950127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DETROIT EDISON CO CENTRAL INDEX KEY: 0000028385 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 380478650 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-02198 FILM NUMBER: 98602097 BUSINESS ADDRESS: STREET 1: 2000 SECOND AVE - 2112 WCB CITY: DETROIT STATE: MI ZIP: 48226 BUSINESS PHONE: 3132378000 10-Q 1 10-Q 1 ================================================================================ 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. ================================================================================ 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
Page ---- 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
2 3 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 3 4 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)
Three Months Ended March 31 -------------------- 1998 1997 --------- --------- 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 --------- ---------
See notes to condensed consolidated financial statements (unaudited). 4 5 DTE ENERGY COMPANY CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (In Millions)
Three Months Ended March 31 -------------------- 1998 1997 -------------------- 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
See notes to condensed consolidated financial statements (unaudited). 5 6 DTE ENERGY COMPANY CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (In Millions, Except Per Share Amounts and Shares)
March 31 December 31 1998 1997 -------- ----------- 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 ======== ========
See notes to condensed consolidated financial statements (unaudited). 6 7
March 31 December 31 1998 1997 -------- ----------- 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 ======== ===========
See notes to condensed consolidated financial statements (unaudited). 7 8 DTE ENERGY COMPANY CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED) (In Millions, Except Per Share Amounts; Shares in Thousands)
1998 --------------------- Shares Amount --------------------- 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 ==============================================================================
See notes to condensed consolidated financial statements (unaudited). 8 9 [This page intentionally left blank.] 9 10 THE DETROIT EDISON COMPANY CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) (In Millions)
Three Months Ended March 31 -------------------- 1998 1997 --------- --------- 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 ========= =========
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 11 THE DETROIT EDISON COMPANY CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (In Millions)
Three Months Ended March 31 ------------------ 1998 1997 ------------------ 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
See notes to condensed consolidated financial statements (unaudited). 11 12 THE DETROIT EDISON COMPANY CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (In Millions, Except Per Share Amounts and Shares)
March 31 December 31 1998 1997 -------- ----------- 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 ======= =======
See notes to condensed consolidated financial statements (unaudited). 12 13
March 31 December 31 1998 1997 -------- ----------- 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 ======= =======
See notes to condensed consolidated financial statements (unaudited). 13 14 THE DETROIT EDISON COMPANY CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (UNAUDITED) (In Millions, Except Per Share Amounts; Shares in Thousands)
1998 ---------------------- Shares Amount ---------------------- 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 =================================================================
* At established rate for each series. See notes to condensed consolidated financial statements (unaudited). 14 15 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. 15 16 ---------------------------------- 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. 16 17 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 18 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 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 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 $30 million incurred during the first three quarters of 1997 were deferred in the fourth quarter of 1997 and are being amortized to expense over a 24 month period beginning in January 1998. OPERATING REVENUES Increases in operating revenues were due primarily to higher non-regulated subsidiary revenues, higher system and interconnection sales, partially offset by decreases in total system revenues driven mainly by lower rates. Detroit Edison kWh sales increased as compared to the prior year as follows:
Three Months ------ Residential 0.5 % Commercial 2.8 Industrial 1.3 Other (includes primarily sales for resale) 51.6 Total System 3.4 Sales between utilities 239.2 Total 11.8
The increase in residential sales resulted from growth in the customer base. Commercial sales increased for the three-month period, reflecting a continuation of favorable economic conditions. The increase in industrial sales reflects increased demand in the construction and automotive sectors. Sales to other customers increased reflecting increased demand from sales for resale customers. Sales between utilities increased due to greater demand for energy and increased availability of energy for sale. 20 21 OPERATING EXPENSES FUEL AND PURCHASED POWER Net system output and average fuel and purchased power unit costs were as follows:
Three Months -------------------------- 1998 1997 ------- ------- (Thousands of MWh) Power plant generation Fossil 11,043 10,366 Nuclear 1,983 (14) Purchased power 966 2,204 ------- ------- Net system output 13,992 12,556 ======= ======= Average unit cost ($/MWh) $ 13.54 $ 14.92 ======= =======
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 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 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 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 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 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: 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
26 27 Exhibit Number 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
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 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 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 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 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 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 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 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. 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. 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 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. 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 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. 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. EX-4.187 2 EX-4-187 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 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 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
- ------------------------ * This Table of Contents shall not have any bearing upon the interpretation of any of the terms or provisions of this Indenture. 3 1 PARTIES. SUPPLEMENTAL INDENTURE, dated as of the 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: (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,
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, (69-82) 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
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; 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; 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 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 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. 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. 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. 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: 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. 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 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. 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. 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:
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- June 1, 1925(a)(b)................ Series B Bonds February 1, 1940 August 1, 1927(a)(b).............. Series C Bonds February 1, 1940 February 1, 1931(a)(b)............ Series D Bonds February 1, 1940 June 1, 1931(a)(b)................ Subject Properties February 1, 1940 October 1, 1932(a)(b)............. Series E Bonds February 1, 1940 September 25, 1935(a)(b).......... Series F Bonds February 1, 1940 September 1, 1936(a)(b)........... Series G Bonds February 1, 1940 November 1, 1936(a)(b)............ Subject Properties February 1, 1940 February 1, 1940(a)(b)............ Subject Properties September 1, 1947 December 1, 1940(a)(b)............ Series H Bonds and September 1, 1947 Additional Provisions September 1, 1947(a)(b)(c)........ Series I Bonds, November 15, 1951 Subject Properties and Additional Provisions March 1, 1950(a)(b)(c)............ Series J Bonds November 15, 1951 and Additional Provisions November 15, 1951(a)(b)(c)........ Series K Bonds January 15, 1953 Additional Provisions and Subject Properties January 15, 1953(a)(b)............ Series L Bonds May 1, 1953 May 1, 1953(a).................... Series M Bonds March 15, 1954 and Subject Properties March 15, 1954(a)(c).............. Series N Bonds May 15, 1955 and Subject Properties
17 15
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- May 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
18 16
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- 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
19 17
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- April 1, 1986..................... 1986 Series A and 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
------------------------------------------ (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. 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:
LIBER OF MORTGAGES OR COUNTY COUNTY RECORDED RECORDS PAGE ------ -------- --------- ---- 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
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. 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/ 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
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. /s/ PEARL E. KOTTER -------------------------------------- (Notarial Seal) Pearl E. Kotter, Notary Public Macomb County, MI (Acting in Wayne County) My Commission Expires August 23, 1993
STATE OF NEW YORK SS.: COUNTY OF NEW YORK ACKNOWLEDGMENT On this 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. (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
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 EX-4.188 3 EX-4-188 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 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 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
- ------------------------ * This Table of Contents shall not have any bearing upon the interpretation of any of the terms or provisions of this Indenture. 3 1 PARTIES. SUPPLEMENTAL INDENTURE, dated as of the 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, 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; 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 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 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. 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. 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. 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. 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: 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. 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 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. 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. 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:
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- June 1, 1925(a)(b)................ Series B Bonds February 1, 1940 August 1, 1927(a)(b).............. Series C Bonds February 1, 1940 February 1, 1931(a)(b)............ Series D Bonds February 1, 1940 June 1, 1931(a)(b)................ Subject Properties February 1, 1940 October 1, 1932(a)(b)............. Series E Bonds February 1, 1940 September 25, 1935(a)(b).......... Series F Bonds February 1, 1940 September 1, 1936(a)(b)........... Series G Bonds February 1, 1940 November 1, 1936(a)(b)............ Subject Properties February 1, 1940 February 1, 1940(a)(b)............ Subject Properties September 1, 1947 December 1, 1940(a)(b)............ Series H Bonds and September 1, 1947 Additional Provisions September 1, 1947(a)(b)(c)........ Series I Bonds, November 15, 1951 Subject Properties and Additional Provisions March 1, 1950(a)(b)(c)............ Series J Bonds November 15, 1951 and Additional Provisions November 15, 1951(a)(b)(c)........ Series K Bonds January 15, 1953 Additional Provisions and Subject Properties January 15, 1953(a)(b)............ Series L Bonds May 1, 1953 May 1, 1953(a).................... Series M Bonds March 15, 1954 and Subject Properties March 15, 1954(a)(c).............. Series N Bonds May 15, 1955 and Subject Properties
17 15
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- May 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
18 16
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- 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
19 17
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- April 1, 1986..................... 1986 Series A and 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
------------------------------------------ (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. 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:
LIBER OF MORTGAGES OR COUNTY COUNTY RECORDED RECORDS PAGE ------ -------- --------- ---- 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
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. 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. 1-22, 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.
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 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 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 EX-4.189 4 EX-4-189 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 2 i TABLE OF CONTENTS* ------------------------
PAGE ---- PARTIES..................................................... 1 RECITALS Original Indenture and Supplementals...................... 1 Issue of Bonds under Indenture............................ 1 Bonds heretofore issued................................... 1 Reason for creation of new series......................... 4 Bonds to be 1992 Series 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
- ------------------------ * This Table of Contents shall not have any bearing upon the interpretation of any of the terms or provisions of this Indenture. 3 1 PARTIES. SUPPLEMENTAL INDENTURE, dated as of the 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: (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,
4 2 (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
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; 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- 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 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. 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. 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. 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. 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: 12 10 [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.
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
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 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.
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. 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:
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- June 1, 1925(a)(b)................ Series B Bonds February 1, 1940 August 1, 1927(a)(b).............. Series C Bonds February 1, 1940 February 1, 1931(a)(b)............ Series D Bonds February 1, 1940 June 1, 1931(a)(b)................ Subject Properties February 1, 1940 October 1, 1932(a)(b)............. Series E Bonds February 1, 1940 September 25, 1935(a)(b).......... Series F Bonds February 1, 1940 September 1, 1936(a)(b)........... Series G Bonds February 1, 1940 November 1, 1936(a)(b)............ Subject Properties February 1, 1940 February 1, 1940(a)(b)............ Subject Properties September 1, 1947 December 1, 1940(a)(b)............ Series H Bonds and September 1, 1947 Additional Provisions September 1, 1947(a)(b)(c)........ Series I Bonds, November 15, 1951 Subject Properties and Additional Provisions March 1, 1950(a)(b)(c)............ Series J Bonds November 15, 1951 and Additional Provisions November 15, 1951(a)(b)(c)........ Series K Bonds January 15, 1953 Additional Provisions and Subject Properties January 15, 1953(a)(b)............ Series L Bonds May 1, 1953 May 1, 1953(a).................... Series M Bonds March 15, 1954 and Subject Properties March 15, 1954(a)(c).............. Series N Bonds May 15, 1955 and Subject Properties
17 15
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- May 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
18 16
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- 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
19 17
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- April 1, 1986..................... 1986 Series A and 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
------------------------------------------ (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. 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:
LIBER OF MORTGAGES OR COUNTY COUNTY RECORDED RECORDS PAGE ------ -------- --------- ---- 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
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. 1-22, 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.
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/ 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
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.
/s/ PEARL E. KOTTER (Notarial Seal) Pearl E. Kotter, Notary Public Macomb County, MI (Acting in Wayne County) My Commission Expires August 23, 1993
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.
(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
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.
/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)
This instrument was drafted by Frances B. Rohlman, Esq., 2000 Second Avenue, Detroit, Michigan 48226 EX-4.190 5 EX-4-190 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 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 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
- ------------------------ * This Table of Contents shall not have any bearing upon the interpretation of any of the terms or provisions of this Indenture. 3 1
PARTIES. SUPPLEMENTAL INDENTURE, dated as of the 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:
(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,
4 2
(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
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; 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 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 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 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:
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. 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. 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. 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. 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 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:
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 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 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 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. 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. 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. 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:
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- June 1, 1925(a)(b)................ Series B Bonds February 1, 1940 August 1, 1927(a)(b).............. Series C Bonds February 1, 1940 February 1, 1931(a)(b)............ Series D Bonds February 1, 1940
19 17
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- 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
20 18
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- 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
21 19
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- July 1, 1979...................... Series IIP Nos. 8-22 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
22 20
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- April 1, 1986..................... 1986 Series A and 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
------------------------------------------ (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. 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 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.
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 ----------------------------------------------- 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
25 23 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
26 24 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
EX-4.191 6 EX-4-191 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 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. 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: (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,
4 2 (12) Bonds of Series L - Principal Amount $24,000,000, (13) Bonds of Series M - Principal Amount $40,000,000, (14) Bonds of Series N - Principal Amount $40,000,000, (15) Bonds of Series 0 - Principal Amount $60,000,000, (16) Bonds of Series P - Principal Amount $70,000,000, (17) Bonds of Series Q - Principal Amount $40,000,000, (18) Bonds of Series W - Principal Amount $50,000,000, (19) Bonds of Series AA - Principal Amount $100,000,000, (20) Bonds of Series BB - Principal Amount $50,000,000, (21) Bonds of Series CC - Principal Amount $50,000,000, (22) Bonds of Series UU - Principal Amount $100,000,000, (23-31) Bonds of Series DDP Nos. 1-9 - Principal Amount $14,305,000, (32-45) Bonds of Series FFR Nos. 1-14 - Principal Amount $45,600,000, (46-67) Bonds of Series GGP Nos. 1-22 - Principal Amount $42,300,000, (68) Bonds of Series HH - Principal Amount $50,000,000, (69-90) Bonds of Series IIP Nos. 1-22 - Principal Amount $3,750,000, (91-98) Bonds of Series JJP Nos. 1-8 - Principal Amount $6,850,000, (99-106) Bonds of Series KKP Nos. 1-8 - Principal Amount $14,890,000, (107-121) Bonds of Series LLP Nos. 1-15 - Principal Amount $8,850,000, (122-142) Bonds of Series NNP Nos. 1-21 - Principal Amount $47,950,000, (143-160) Bonds of Series OOP Nos. 1-18 - Principal Amount $18,880,000, (161-177) Bonds of Series QQP Nos. 1-17 - Principal Amount $12,780,000, (178-192) Bonds of Series TTP Nos. 1-15 - Principal Amount $3,800,000, (193) Bonds of 1980 Series A - Principal Amount $50,000,000, (194-218) Bonds of 1980 Series CP Nos. 1-25 - Principal Amount $35,000,000, (219-229) Bonds of 1980 Series DP Nos. 1-11 - Principal Amount $10,750,000, (230-243) Bonds of 1981 Series AP Nos. 1-14 - Principal Amount $59,000,000, (244) Bonds of 1985 Series A - Principal Amount $35,000,000, (245) Bonds of 1985 Series B - Principal Amount $50,000,000, (246) Bonds of Series PP - Principal Amount $70,000,000, (247) Bonds of Series RR - Principal Amount $70,000,000, (248) Bonds of Series EE - Principal Amount $50,000,000, (249-250) Bonds of Series MMP and MMP No. 2 - Principal Amount $5,430,000, (251) Bonds of Series T - Principal Amount $75,000,000, (252) Bonds of Series U - Principal Amount $75,000,000, (253) Bonds of 1986 Series B - Principal Amount $100,000,000, (254) Bonds of 1987 Series D - Principal Amount $250,000,000, (255) Bonds of 1987 Series E - Principal Amount $150,000,000,
all of which have either been retired and cancelled, or no longer represent obligations of the Company, having been called for redemption and funds necessary to effect the payment, redemption and retirement thereof having been deposited with the Trustee as a special trust fund to be applied for such purpose; (256) Bonds of Series R in the principal amount of One hundred million dollars ($100,000,000), all of which are outstanding at the date hereof; (257) Bonds of Series S in the principal amount of One hundred fifty million dollars ($150,000,000), all of which are outstanding at the date hereof; (258) Bonds of Series V in the principal amount of One hundred million dollars ($100,000,000), all of which are outstanding at the date hereof; (259) Bonds of Series X in the principal amount of One hundred million dollars ($100,000,000), all of which are outstanding at the date hereof; (260) Bonds of Series Y in the principal amount of Sixty million dollars ($60,000,000), all of which are outstanding at the date hereof; 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- 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 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: 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. 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. 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. 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. 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: 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. 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 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 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 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. 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. 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:
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ----------- --------- ------------ June 1, 1925 (a)(b) ................... Series B Bonds February 1, 1940 August 1, 1927 (a)(b) ................. Series C Bonds February 1, 1940 February 1, 1931 (a)(b) ............... Series D Bonds February 1, 1940 June 1, 1931 (a)(b) ................... Subject Properties February 1, 1940 October 1, 1932 (a)(b) ................ Series E Bonds February 1, 1940 September 25, 1935 (a)(b) ............. Series F Bonds February 1, 1940 September 1, 1936 (a)(b) .............. Series G Bonds February 1, 1940 November 1, 1936 (a)(b) ............... Subject Properties February 1, 1940 February 1, 1940 (a)(b) ............... Subject Properties September 1, 1947 December 1, 1940 (a)(b) ............... Series H Bonds and Ad- September 1, 1947 ditional Provisions September 1, 1947 (a)(b)(c) ........... Series I Bonds, November 15, 1951 Subject Properties and Additional Provisions March 1, 1950 (a)(b)(c) ............... Series J Bonds November 15, 1951 and Additional Provi- sions November 15, 1951 (a)(b)(c) ........... Series K Bonds January 15, 1953 Additional Provisions and Subject Properties January 15, 1953 (a)(b) ............... Series L Bonds May 1, 1953 May 1, 1953 (a) ....................... Series M Bonds March 15, 1954 and Subject Properties 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
20 18
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ----------- --------- ------------ October 1, 1968 (a)(e) ................ Series S Bonds December 1, 1969 and Subject Properties December 1, 1969 (a)(e) ............... Series T Bonds July 1, 1970 and Subject Properties July 1, 1970(c) ....................... Series U Bonds December 15, 1970 and Subject Properties December 15, 1970(c) .................. Series V and June 15, 1971 Series W Bonds June 15, 1971(c) ...................... Series X Bonds November 15, 1971 and Subject Properties November 15, 1971(c) .................. Series Y Bonds January 15, 1973 and Subject Properties January 15, 1973(c) ................... Series Z Bonds May 1, 1974 and Subject Properties May 1, 1974 ........................... Series AA Bonds October 1, 1974 and Subject Properties October 1, 1974 ....................... Series BB Bonds January 15, 1975 and Subject Properties January 15, 1975 ...................... Series CC Bonds November 1, 1975 and Subject Properties November 1, 1975 ...................... Series DDP Nos. 1-9 December 15, 1975 Bonds and Subject Properties December 15, 1975 ..................... Series 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
21 19
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ----------- --------- ------------ July 1, 1979 .......................... Series IIP Nos. 8-22 September 1, 1979 Bonds, Series NNP Nos. 8-21 Bonds and Series TTP Nos. 1-15 Bonds and Subject Properties September 1, 1979 ..................... Series JJP No. 8 Bonds, September 15, 1979 Series KKP No. 8 Bonds, Series LLP Nos. 8-15 Bonds, Series MMP No. 2 Bonds and Series OOP No. 18 Bonds and Subject Properties September 15, 1979 .................... Series UU Bonds January 1, 1980 January 1, 1980 ....................... 1980 Series A Bonds and April 1, 1980 Subject Properties April 1, 1980 ......................... 1980 Series B Bonds August 15, 1980 August 15, 1980 ....................... Series QQP Nos. 10-19 August 1, 1981 Bonds, 1980 Series CP Nos. 1-12 Bonds and 1980 Series DP No. 1-11 Bonds and Subject Properties August 1, 1981 ........................ 1980 Series CP Nos. November 1, 1981 13-25 Bonds and Subject Properties November 1, 1981 ...................... 1981 Series AP Nos. June 30, 1982 1-12 Bonds June 30, 1982 ......................... Article XIV August 15, 1982 Reconfirmation August 15, 1982 ....................... 1981 Series AP Nos. June 1, 1983 13-14 and Subject Properties June 1, 1983 .......................... 1981 Series AP Nos. October 1, 1984 15-16 and Subject Properties October 1, 1984 ....................... 1984 Series AP and 1984 May 1, 1985 Series BP Bonds and Subject Properties May 1, 1985 ........................... 1985 Series A Bonds May 15, 1985 May 15, 1985 .......................... 1985 Series B Bonds and October 15, 1985 Subject Properties October 15, 1985 ...................... Series KKP No. 9 Bonds April 1, 1986 and Subject Properties
22 20
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ----------- --------- ------------ April 1, 1986 ......................... 1986 Series A and August 15, 1986 Subject Properties August 15, 1986 ....................... 1986 Series B and November 30, 1986 Subject Properties November 30, 1986 ..................... 1986 Series C January 31, 1987 January 31, 1987 ...................... 1987 Series A April 1, 1987 April 1, 1987 ......................... 1987 Series B and 1987 August 15, 1987 Series C August 15, 1987 ....................... 1987 Series D and 1987 November 30, 1987 Series E and Subject Properties November 30, 1987 ..................... 1987 Series F June 15, 1989 June 15, 1989 ......................... 1989 Series A July 15, 1989 July 15, 1989 ......................... Series KKP No. 10 December 1, 1989 December 1, 1989 ...................... Series KKP No. 11 and February 15, 1990 1989 Series BP February 15, 1990 ..................... 1990 Series A, 1990 November 1, 1990 Series B, 1990 Series C, 1990 Series D, 1990 Series E and 1990 Series F November 1, 1990 ...................... Series KKP No. 12 April 1, 1991 April 1, 1991 ......................... 1991 Series AP May 1, 1991 May 1, 1991 ........................... 1991 Series BP and 1991 May 15, 1991 Series CP May 15, 1991 .......................... 1991 Series DP September 1, 1991 September 1, 1991 ..................... 1991 Series EP November 1, 1991 November 1, 1991 ...................... 1991 Series FP January 15, 1992 January 15, 1992 ...................... 1992 Series BP February 29, 1992 and April 15, 1992 February 29, 1992 ..................... 1992 Series AP April 15, 1992 April 15, 1992 ........................ Series KKP No. 13 July 15, 1992 July 15, 1992 ......................... 1992 Series CP November 30, 1992 July 31, 1992 ......................... 1992 Series D November 30, 1992
- -------------------- (a) See Supplemental Indenture dated as of July 1, 1970 for Interstate Commerce Commission filing and recordation information. (b) See Supplemental Indenture dated as of May 1, 1953 for Secretary of State of Michigan filing information. (c) See Supplemental Indenture dated as of May 1, 1974 for County of Genesee, Michigan recording and filing information. 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. 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 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 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 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 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:
Name Title Specimen Signature Classification ---- ----- ------------------ -------------- Robert T. Gorman Vice President /s/ Robert T. Gorman A -------------------- Susan Gaon Assistant Secretary /s/ Susan Gaon A
----------------- IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Company this 15th day of March, 1993. ------------------------------ ASSISTANT SECRETARY OF BANKERS TRUST COMPANY BANKERS TRUST COMPANY NEW YORK EX-4.192 7 EX-4-192 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 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 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
- ------------------------ * This Table of Contents shall not have any bearing upon the interpretation of any of the terms or provisions of this Indenture. 3 1 PARTIES. SUPPLEMENTAL INDENTURE, dated as of the 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,
4 2 (13) Bonds of Series M -- Principal Amount $40,000,000, (14) Bonds of Series N -- Principal Amount $40,000,000, (15) Bonds of Series O -- Principal Amount $60,000,000, (16) Bonds of Series P -- Principal Amount $70,000,000, (17) Bonds of Series Q -- Principal Amount $40,000,000, (18) Bonds of Series W -- Principal Amount $50,000,000, (19) Bonds of Series AA -- Principal Amount $100,000,000, (20) Bonds of Series BB -- Principal Amount $50,000,000, (21) Bonds of Series CC -- Principal Amount $50,000,000, (22) Bonds of Series UU -- Principal Amount $100,000,000, (23-31) Bonds of Series DDP Nos. 1-9 -- Principal Amount $14,305,000, (32-45) Bonds of Series FFR Nos. 1-14 -- Principal Amount $45,600,000, (46-67) Bonds of Series GGP Nos. 1-22 -- Principal Amount $42,300,000, (68) Bonds of Series HH -- Principal Amount $50,000,000, (69-90) Bonds of Series IIP Nos. 1-22 -- Principal Amount $3,750,000, (91-98) Bonds of Series JJP Nos. 1-8 -- Principal Amount $6,850,000, (99-106) Bonds of Series KKP Nos. 1-8 -- Principal Amount $14,890,000, (107-121) Bonds of Series LLP Nos. 1-15 -- Principal Amount $8,850,000, (122-142) Bonds of Series NNP Nos. 1-21 -- Principal Amount $47,950,000, (143-160) Bonds of Series OOP Nos. 1-18 -- Principal Amount $18,880,000, (161-177) Bonds of Series QQP Nos. 1-17 -- Principal Amount $12,780,000, (178-192) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000, (193) Bonds of 1980 Series A -- Principal Amount $50,000,000, (194-218) Bonds of 1980 Series CP Nos. 1-25 -- Principal Amount $35,000,000, (219-229) Bonds of 1980 Series DP Nos. 1-11 -- Principal Amount $10,750,000, (230-243) Bonds of 1981 Series AP Nos. 1-14 -- Principal Amount $59,000,000, (244) Bonds of 1985 Series A -- Principal Amount $35,000,000, (245) Bonds of 1985 Series B -- Principal Amount $50,000,000, (246) Bonds of Series PP -- Principal Amount $70,000,000, (247) Bonds of Series RR -- Principal Amount $70,000,000, (248) Bonds of Series EE -- Principal Amount $50,000,000, (249-250) Bonds of Series MMP and MMP No. 2 -- Principal Amount $5,430,000, (251) Bonds of Series T -- Principal Amount $75,000,000, (252) Bonds of Series U -- Principal Amount $75,000,000, (253) Bonds of 1986 Series B -- Principal Amount $100,000,000, (254) Bonds of 1987 Series D -- Principal Amount $250,000,000, (255) Bonds of 1987 Series E -- Principal Amount $150,000,000,
all of which have either been retired and cancelled, or no longer represent obligations of the Company, having been called for redemption and funds necessary to effect the payment, redemption and retirement thereof having been deposited with the Trustee as a special trust fund to be applied for such purpose; (256) Bonds of Series R in the principal amount of One hundred million dollars ($100,000,000), all of which are outstanding at the date hereof; (257) Bonds of Series S in the principal amount of One hundred fifty million dollars ($150,000,000), all of which are outstanding at the date hereof; (258) Bonds of Series V in the principal amount of One hundred million dollars ($100,000,000), all of which are outstanding at the date hereof; (259) Bonds of Series X in the principal amount of One hundred million dollars ($100,000,000), all of which are outstanding at the date hereof; (260) Bonds of Series Y in the principal amount of Sixty million dollars ($60,000,000), all of which are outstanding at the date hereof; (261) Bonds of Series Z in the principal amount of One hundred million dollars ($100,000,000), all of which are outstanding at the date hereof; 5 3 (262-267) 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 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 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 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. 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 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. 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, 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. 13 11 "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.
14 12 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.
15 13 DATED: THE DETROIT EDISON COMPANY By Chairman of the Board [SEAL] Vice President and Treasurer Attest: ----------------------------------------------- Corporate Secretary 16 14 [FORM OF TRUSTEE'S CERTIFICATE] FORM OF This bond is one of the bonds, of the series designated TRUSTEE'S therein, described in the within-mentioned Indenture. CERTIFICATE.
BANKERS TRUST COMPANY, as Trustee By .............................. Authorized Officer FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto ------------------------------------------------------------ (please insert social security or other identifying number of assignee) ------------------------------------------------------------ ------------------------------------------------------------ (please print or type name and address of assignee) the within bond of THE DETROIT EDISON COMPANY and does hereby irrevocably constitute and appoint ------------------------------------------------------------ ------------------------------------------------------------ Attorney, to transfer said bond on the books of the within-mentioned Company, with full power of substitution in the premises. Dated: ------------------------------------------------ Notice: The signature to this assignment must correspond with the name as written upon the face of the bond in every particular without alteration or enlargement or any change whatsoever. PART II. 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.
17 15 RECORDING AND Pursuant to the terms and provisions of the Original FILING OF Indenture, indentures supplemental thereto heretofore SUPPLEMENTAL entered into have been recorded as a real estate mortgage INDENTURES. and/or filed as a chattel mortgage or as a financing statement in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, the Office of the Secretary of State of Michigan and the Office of the Interstate Commerce Commission, as set forth in supplemental indentures as follows:
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- June 1, 1925(a)(b)................ Series B Bonds February 1, 1940 August 1, 1927(a)(b).............. Series C Bonds February 1, 1940 February 1, 1931(a)(b)............ Series D Bonds February 1, 1940 June 1, 1931(a)(b)................ Subject Properties February 1, 1940 October 1, 1932(a)(b)............. Series E Bonds February 1, 1940 September 25, 1935(a)(b).......... Series F Bonds February 1, 1940 September 1, 1936(a)(b)........... Series G Bonds February 1, 1940 November 1, 1936(a)(b)............ Subject Properties February 1, 1940 February 1, 1940(a)(b)............ Subject Properties September 1, 1947 December 1, 1940(a)(b)............ Series H Bonds and September 1, 1947 Additional Provisions September 1, 1947(a)(b)(c)........ Series I Bonds, November 15, 1951 Subject Properties and Additional Provisions March 1, 1950(a)(b)(c)............ Series J Bonds November 15, 1951 and Additional Provisions November 15, 1951(a)(b)(c)........ Series K Bonds January 15, 1953 Additional Provisions and Subject Properties January 15, 1953(a)(b)............ Series L Bonds May 1, 1953 May 1, 1953(a).................... Series M Bonds March 15, 1954 and Subject Properties March 15, 1954(a)(c).............. Series N Bonds May 15, 1955 and Subject Properties May 15, 1955(a)(c)................ Series O Bonds August 15, 1957 and Subject Properties August 15, 1957(a)(c)............. Series P Bonds June 1, 1959 Additional Provisions and Subject Properties June 1, 1959(a)(c)................ Series Q Bonds December 1, 1966 and Subject Properties December 1, 1966(a)(c)............ Series R Bonds October 1, 1968 Additional Provisions and Subject Properties October 1, 1968(a)(c)............. Series S Bonds December 1, 1969 and Subject Properties December 1, 1969(a)(c)............ Series T Bonds July 1, 1970 and Subject Properties July 1, 1970(c)................... Series U Bonds December 15, 1970 and Subject Properties December 15, 1970(c).............. Series V and June 15, 1971 Series W Bonds 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
18 16
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- 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
19 17
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- 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
20 18
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE DATED AS OF INDENTURE DATED AS OF: ------------ ------------ --------------------- 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
------------------------------------------ (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:
LIBER OF MORTGAGES OR COUNTY COUNTY RECORDED RECORDS PAGE ------ -------- --------- ---- 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
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 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:
LIBER OF MORTGAGES OR COUNTY COUNTY RECORDED RECORDS PAGE ------ -------- --------- ---- 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
22 20 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.
23 21 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.
______________________ (Notarial Seal) Pearl E. Kotter, Notary Public Macomb County, MI (Acting in Wayne County) My Commission Expires August 23, 1993
24 22
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
25 23 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
EX-10.17 8 EX-10-17 1 EXHIBIT 10-17 1998 SVIP MEASURES
CATEGORY MEASURE WEIGHT TARGETS DISCUSSION LEVEL I LEVEL 2 LEVEL 3 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%
2
CATEGORY MEASURE WEIGHT TARGETS LEVEL 1 LEVEL 2 LEVEL 3 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) CATEGORY DISCUSSION 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.
EX-10.18 9 EX-10-18 1 EXHIBIT 10-18 1998 Executive Incentive Plan Measures
MEASURE WEIGHT LEVEL 1 LEVEL 2 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
2 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.
EX-10.19 10 EX-10-19 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 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 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 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 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 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 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 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 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 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 EX-10.20 11 EX-10-20 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 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 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 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 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 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 EX-10.21 12 EX-10-21 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 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 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 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 EX-10.22 13 EX-10-22 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 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:
Age Percent --- ------- 61+ 100% 60 93% 59 86% 58 79% 57 72% 56 65% 55 58%
-1- 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- 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- 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- EX-10.23 14 EX-10-23 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 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. 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 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 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. EX-10.24 15 EX-10-24 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- 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 -2- 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 -3- 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 -4- 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 -5- 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 -6- 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. -7- 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 -8- 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 -9- 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 -10- 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 -11- 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 -12- 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. -13- 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. -14- 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: _________________________________ -15- 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__. -16- 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__. -17- EX-10.25 16 EX-10-25 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. 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 2 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 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 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 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 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 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 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 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 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 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 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 14 THE DETROIT EDISON COMPANY _____________________________ By: Susan M. Beale Vice President andCorporate Secretary INDEMNITEE _____________________________ William C. Brooks 14 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 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 EX-11.11 17 EX-11-11 1 EXHIBIT 11-11 DTE ENERGY COMPANY BASIC AND DILUTED EARNINGS PER SHARE OF COMMON STOCK
Three Months Ended March 31, 1998 --------------------------------- (Thousands, except per share amounts) 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 - ----------------------------------
(a) Based on a daily average. EX-15.7 18 EX-15-7 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 EX-27.19 19 ARTICLE 5 FDS SCHEDULE FOR 1ST QUARTER 10-Q
5 0000936340 DTE ENERGY COMPANY 1,000,000 3-MOS DEC-31-1998 JAN-01-1998 MAR-31-1998 123 0 440 20 292 989 15,509 6,602 11,442 1,249 3,757 0 144 1,951 1,640 11,442 0 945 0 712 3 0 74 156 52 104 0 0 0 104 .72 .72
EX-27.20 20 ARTICLE 5 FDS SCHEDULE FOR 1ST QUARTER 10-Q
5 0000028385 THE DETROIT EDISON COMPANY 1,000,000 3-MOS DEC-31-1998 JAN-01-1998 MAR-31-1998 7 0 435 20 282 834 15,205 6,589 10,735 954 3,512 0 144 1,951 1,493 10,735 0 901 0 664 5 0 68 164 66 98 0 0 0 98 0 0
-----END PRIVACY-ENHANCED MESSAGE-----