1
EXECUTED IN
COUNTERPARTS OF WHICH
THIS IS COUNTERPART NO. .
THE DETROIT EDISON COMPANY
(2000 Second Avenue,
Detroit, Michigan 48226)
TO
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
(14 Wall Street,
New York, New York 10005)
AS TRUSTEE
------------------------------------------------
INDENTURE
Dated as of May 1, 2001
------------------------------------------------
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS,
2001 SERIES BP, DUE SEPTEMBER 1, 2011,
AND
(B) RECORDING AND FILING DATA
2
i
TABLE OF CONTENTS*
------------------------
<Table>
<Caption>
PAGE
----
Parties..................................................... 1
Original Indenture and Supplementals........................ 1
Bonds heretofore issued..................................... 1
Bonds to be 2001 Series BP.................................. 5
Further Assurance........................................... 6
Authorization of Supplemental Indenture..................... 6
Consideration for Supplemental Indenture.................... 6
PART I.
CREATION OF THREE HUNDRED TWENTY-SEVENTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
2001 SERIES BP
Sec. 1. Certain terms of Bonds of 2001 Series BP............ 6
Sec. 2. Redemption of Bonds of 2001 Series BP............... 8
Sec. 3. Redemption of Bonds of 2001 Series BP in event of
Ambac Payment....................................... 9
Sec. 4. Form of Bonds of 2001 Series BP..................... 10
Form of Trustee's Certificate....................... 14
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture.................. 14
Recording and filing of Supplemental Indentures............. 14
Recording of Certificates of Provision for Payment.......... 19
PART III.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee...... 19
PART IV.
MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture Act....... 19
Execution in Counterparts................................... 19
Testimonium................................................. 20
Execution................................................... 20
Acknowledgement of execution by Company..................... 20
Acknowledgement of execution by Trustee..................... 21
Affidavit as to consideration and good faith................ 22
</Table>
- ------------------------
* 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 May 1, 2001 among THE
DETROIT EDISON COMPANY, a corporation organized and existing
under the laws of the State of Michigan and a transmitting
utility (hereinafter called the "Company", party of the
first part, and FIRST CHICAGO TRUST COMPANY of New York, a
trust company organized and existing under the laws of the
State of New York, having its corporate trust office at 14
Wall Street, in the Borough of Manhattan, The City and State
of New York, as Trustee under the Mortgage and Deed of Trust
hereinafter mentioned (hereinafter called the "Trustee"),
party of the second part.
ORIGINAL INDENTURE
AND SUPPLEMENTALS. WHEREAS, the Company has heretofore executed and delivered
its Mortgage and Deed of Trust (hereinafter referred to as
the "Original Indenture"), dated as of October 1, 1924, to
the Trustee, for the security of all bonds of the Company
outstanding thereunder, and pursuant to the terms and
provisions of the Original Indenture, indentures dated as
of, respectively, June 1, 1925, August 1, 1927, February 1,
1931, June 1, 1931, October 1, 1932, September 25, 1935,
September 1, 1936, November 1, 1936, February 1, 1940,
December 1, 1940, September 1, 1947, March 1, 1950, November
15, 1951, January 15, 1953, May 1, 1953, March 15, 1954, May
15, 1955, August 15, 1957, June 1, 1959, December 1, 1966,
October 1, 1968, December 1, 1969, July 1, 1970, December
15, 1970, June 15, 1971, November 15, 1971, January 15,
1973, May 1, 1974, October 1, 1974, January 15, 1975,
November 1, 1975, December 15, 1975, February 1, 1976, June
15, 1976, July 15, 1976, February 15, 1977, March 1, 1977,
June 15, 1977, July 1, 1977, October 1, 1977, June 1, 1978,
October 15, 1978, March 15, 1979, July 1, 1979, September 1,
1979, September 15, 1979, January 1, 1980, April 1, 1980,
August 15, 1980, August 1, 1981, November 1, 1981, June 30,
1982, August 15, 1982, June 1, 1983, October 1, 1984, May 1,
1985, May 15, 1985, October 15, 1985, April 1, 1986, August
15, 1986, November 30, 1986, January 31, 1987, April 1,
1987, August 15, 1987, November 30, 1987, June 15, 1989,
July 15, 1989, December 1, 1989, February 15, 1990, November
1, 1990, April 1, 1991, May 1, 1991, May 15, 1991, September
1, 1991, November 1, 1991, January 15, 1992, February 29,
1992, April 15, 1992, July 15, 1992, July 31, 1992, November
30, 1992, December 15, 1992, January 1, 1993, March 1, 1993,
March 15, 1993, April 1, 1993, April 26, 1993, May 31, 1993,
June 30, 1993, June 30, 1993, September 15, 1993, March 1,
1994, June 15, 1994, August 15, 1994, December 1, 1994,
August 1, 1995, August 1, 1999, August 15, 1999, January 1,
2000, April 15, 2000, August 1, 2000 and March 15, 2001
supplemental to the Original Indenture, have heretofore been
entered into between the Company and the Trustee (the
Original Indenture and all indentures supplemental thereto
together being hereinafter sometimes referred to as the
"Indenture"); and
BONDS HERETOFORE
ISSUED. WHEREAS, Bonds in the principal amount of Nine billion,
fourteen million one hundred sixty-seven thousand dollars
($9,014,167,000) have heretofore been issued under the
indenture as follows, viz:
<Table>
(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,
(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,
</Table>
4
2
<Table>
(18) Bonds of Series W -- Principal Amount $50,000,000,
(19) Bonds of Series AA -- Principal Amount $100,000,000,
(20) Bonds of Series BB -- Principal Amount $50,000,000,
(21) Bonds of Series CC -- Principal Amount $50,000,000,
(22) Bonds of Series UU -- Principal Amount $100,000,000,
(23-31) Bonds of Series DDP Nos. 1-9 -- Principal Amount $14,305,000,
(32-45) Bonds of Series FFR Nos. 1-14 -- Principal Amount $45,600,000,
(46-67) Bonds of Series GGP Nos. 1-22 -- Principal Amount $42,300,000,
(68) Bonds of Series HH -- Principal Amount $50,000,000,
(69-90) Bonds of Series IIP Nos. 1-22 -- Principal Amount $3,750,000,
(91-98) Bonds of Series JJP Nos. 1-8 -- Principal Amount $6,850,000,
(99-107) Bonds of Series KKP Nos. 1-9 -- Principal Amount $34,890,000,
(108-122) Bonds of Series LLP Nos. 1-15 -- Principal Amount $8,850,000,
(123-143) Bonds of Series NNP Nos. 1-21 -- Principal Amount $47,950,000,
(144-161) Bonds of Series OOP Nos. 1-18 -- Principal Amount $18,880,000,
(162-180) Bonds of Series QQP Nos. 1-19 -- Principal Amount $13,650,000,
(181-195) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000,
(196) Bonds of 1980 Series A -- Principal Amount $50,000,000,
(197-221) Bonds of 1980 Series CP Nos.
1-25 -- Principal Amount $35,000,000,
(222-232) Bonds of 1980 Series DP Nos.
1-11 -- Principal Amount $10,750,000,
(233-248) Bonds of 1981 Series AP Nos.
1-16 -- Principal Amount $124,000,000,
(249) Bonds of 1985 Series A -- Principal Amount $35,000,000,
(250) Bonds of 1985 Series B -- Principal Amount $50,000,000,
(251) Bonds of Series PP -- Principal Amount $70,000,000,
(252) Bonds of Series RR -- Principal Amount $70,000,000,
(253) Bonds of Series EE -- Principal Amount $50,000,000,
(254-255) Bonds of Series MMP and MMP
No. 2 -- Principal Amount $5,430,000,
(256) Bonds of Series T -- Principal Amount $75,000,000,
(257) Bonds of Series U -- Principal Amount $75,000,000,
(258) Bonds of 1986 Series B -- Principal Amount $100,000,000,
(259) Bonds of 1987 Series D -- Principal Amount $250,000,000,
(260) Bonds of 1987 Series E -- Principal Amount $150,000,000,
(261) Bonds of 1987 Series C -- Principal Amount $225,000,000,
(262) Bonds of Series V -- Principal Amount $100,000,000,
(263) Bonds of Series SS -- Principal Amount $150,000,000,
(264) Bonds of 1980 Series B -- Principal Amount $100,000,000,
(265) Bonds of 1986 Series C -- Principal Amount $200,000,000,
(266) Bonds of 1986 Series A -- Principal Amount $200,000,000,
(267) Bonds of 1987 Series B -- Principal Amount $175,000,000,
(268) Bonds of Series X -- Principal Amount $100,000,000,
(269) Bonds of 1987 Series F -- Principal Amount $200,000,000,
(270) Bonds of 1987 Series A -- Principal Amount $300,000,000,
(271) Bonds of Series Y -- Principal Amount $60,000,000,
(272) Bonds of Series Z -- Principal Amount $100,000,000,
(273) Bonds of 1989 Series A -- Principal Amount $300,000,000,
(274) Bonds of 1984 Series AP -- Principal Amount $2,400,000,
(275) Bonds of 1984 Series BP -- Principal Amount $7,750,000,
(276) Bonds of Series R -- Principal Amount $100,000,000,
(277) Bonds of Series S -- Principal Amount $150,000,000,
(278) Bonds of 1993 Series D -- Principal Amount $100,000,000,
(279) Bonds of 1992 Series E -- Principal Amount $50,000,000,
(280) Bonds of 1993 Series B -- Principal Amount $50,000,000,
(281) Bonds of 1989 Series BP -- Principal Amount $66,565,000,
(282) Bonds of 1990 Series A -- Principal Amount $194,649,000
</Table>
all of which have either been retired and cancelled, or no
longer represent obligations of the Company, having been called
for redemption and funds necessary to effect the
5
3
payment, redemption and retirement thereof having been
deposited with the Trustee as a special trust fund to be
applied for such purpose;
(283-288) Bonds of Series KKP Nos. 10-15 in the principal
amount of One hundred seventy-nine million five hundred ninety
thousand dollars ($179,590,000), of which Ninety million four
hundred ninety thousand dollars ($90,490,000) principal amount
have heretofore been retired and eighty-nine million one
hundred thousand dollars ($89,100,000) principal amount are
outstanding at the date hereof;
(289) Bonds of 1990 Series B in the principal amount of Two
hundred fifty-six million nine hundred thirty-two thousand
dollars ($256,932,000) of which One hundred fourteen million
one hundred ninety-two thousand dollars ($114,192,000)
principal amount have heretofore been retired and One hundred
forty-two million seven hundred forty thousand dollars
($142,740,000) principal amount are outstanding at the date
hereof;
(290) Bonds of 1990 Series C in the principal amount of
Eighty-five million four hundred seventy-five thousand dollars
($85,475,000) of which Forty-one million twenty-eight thousand
dollars ($41,028,000) principal amount have heretofore been
retired and Forty-four million four hundred forty-seven
thousand dollars ($44,447,000) principal amount are outstanding
at the date hereof;
(291) Bonds of 1991 Series AP in the principal amount of
Thirty-two million three hundred seventy-five thousand dollars
($32,375,000), all of which are outstanding at the date hereof;
(292) Bonds of 1991 Series BP in the principal amount of
Twenty-five million nine hundred ten thousand dollars
($25,910,000), all of which are outstanding at the date hereof;
(293) Bonds of 1991 Series CP in the principal amount of
Thirty-two million eight hundred thousand dollars
($32,800,000), all of which are outstanding at the date hereof;
(294) Bonds of 1991 Series DP in the principal amount of
Thirty-seven million six hundred thousand dollars
($37,600,000), all of which are outstanding at the date hereof;
(295) Bonds of 1991 Series EP in the principal amount of
Forty-one million four hundred eighty thousand dollars
($41,480,000), all of which are outstanding at the date hereof;
(296) Bonds of 1991 Series FP in the principal amount of
Ninety-eight million three hundred seventy-five thousand
dollars ($98,375,000), all of which are outstanding at the date
hereof;
(297) Bonds of 1992 Series BP in the principal amount of Twenty
million nine hundred seventy-five thousand dollars
($20,975,000), all of which are outstanding at the date hereof;
(298) Bonds of 1992 Series AP in the principal amount of
Sixty-six million dollars ($66,000,000), all of which are
outstanding at the date hereof;
(299) Bonds of 1992 Series D in the principal amount of Three
hundred million dollars ($300,000,000), of which One hundred
thirty million four hundred ninety-five thousand dollars
($130,495,000) principal amount have heretofore been retired
and One hundred sixty-nine million, five hundred and five
thousand ($169,505,000) principal amount are outstanding at the
date hereof;
6
4
(300) Bonds of 1992 Series CP in the principal amount of
Thirty-five million dollars ($35,000,000), all of which are
outstanding at the date hereof;
(301) Bonds of 1989 Series BP No. 2 in the principal amount of
Thirty-six million dollars ($36,000,000), all of which are
outstanding at the date hereof;
(302) Bonds of 1993 Series C in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), of which
Eighty-one million six hundred thousand dollars
($81,600,000,000) principal amount have heretofore been retired
and One hundred forty-three million four hundred thousand
dollars ($143,400,000) principal amount are outstanding at the
date hereof;
(303) Bonds of 1993 Series E in the principal amount of Four
hundred million dollars ($400,000,000), of which Two hundred
twenty-nine million five hundred and five thousand dollars
($229,505,000) principal amount have heretofore been retired
and One hundred seventy million four hundred ninety-five
thousand dollars ($170,495,000) principal amount are
outstanding at the date hereof;
(304) Bonds of 1993 Series FP in the principal amount of Five
million six hundred eighty-five thousand dollars ($5,685,000),
all of which are outstanding at the date hereof;
(305) Bonds of 1993 Series G in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), of which
One hundred twenty-five million dollars ($125,000,000)
principal amount have been retired and One hundred million
dollars ($100,000,000) principal amount are outstanding at the
date hereof;
(306) Bonds of 1993 Series J in the principal amount of Three
hundred million dollars ($300,000,000), of which One hundred
twenty-two million one hundred forty five thousand dollars
($122,145,000) principal amount have heretofore been retired
and One hundred seventy-seven million eight hundred fifty-five
thousand dollars ($177,855,000) principal amount are
outstanding at the date hereof;
(307) Bonds of 1993 Series IP in the principal amount of Five
million eight hundred twenty-five thousand dollars
($5,825,000), all of which are outstanding at the date hereof;
(308) Bonds of 1993 Series AP in the principal amount of
Sixty-five million dollars ($65,000,000), all of which are
outstanding at the date hereof;
(309) Bonds of 1993 Series H in the principal amount of Fifty
million dollars ($50,000,000), all of which are outstanding at
the date hereof;
(310) Bonds of 1993 Series K in the principal amount of One
hundred sixty million dollars ($160,000,000), all of which are
outstanding at the date hereof;
(311) Bonds of 1994 Series AP in the principal amount of Seven
million five hundred thirty-five thousand dollars ($7,535,000),
all of which are outstanding at the date hereof;
(312) Bonds of 1994 Series BP in the principal amount of Twelve
million nine hundred thirty-five thousand dollars
($12,935,000), all of which are outstanding at the date hereof;
(313) Bonds of 1994 Series C in the principal amount of Two
hundred million dollars ($200,000,000), of which One hundred
million dollars ($100,000,000) principal amount have heretofore
been retired and One hundred million dollars ($100,000,000)
principal amount are outstanding at the date hereof;
(314) Bonds of 1994 Series DP in the principal amount of
Twenty-three million seven hundred thousand dollars
($23,700,000), all of which are outstanding at the date hereof;
(315) Bonds of 1995 Series AP in the principal amount of
Ninety-seven million dollars ($97,000,000), all of which are
outstanding at the date hereof;
7
5
(316) Bonds of 1995 Series BP in the principal amount of
Twenty-two million, one hundred seventy-five thousand dollars
($22,175,000), all of which are outstanding at the date hereof;
(317) Bonds of 1999 Series AP in the principal amount of One
hundred eighteen million three hundred sixty thousand dollars
($118,360,000), all of which are outstanding at the date
hereof;
(318) Bonds of 1999 Series BP in the principal amount of
Thirty-nine million seven hundred forty-five thousand dollars
($39,745,000), all of which are outstanding of the date hereof;
(319) Bonds of 1999 Series CP in the principal amount of
Sixty-six million five hundred sixty-five thousand dollars
($66,565,000), all of which are outstanding at the date hereof;
(320) Bonds of 1999 Series D in the principal amount of Forty
million dollars ($40,000,000), all of which are outstanding at
the date hereof;
(321) Bonds of 2000 Series A in the principal amount of Two
Hundred Twenty million dollars ($220,000,000) of which
Fifty-four million seventy thousand dollars ($54,070,000)
principal amount have heretofore been retired and One hundred
sixty-five million nine hundred thirty thousand dollars
($165,930,000) principal amount are outstanding at the date
hereof;
(322) Bonds of 2000 Series B in the principal amount of Fifty
million seven hundred forty-five thousand dollars
($50,745,000), all of which are outstanding at the date hereof
(323) Bonds of 2001 Series AP in the principal amount of
Thirty-one million ($31,000,000), all of which are outstanding
at the date hereof; and
accordingly, the Company has issued and has presently
outstanding Two billion five hundred twenty-six million two
hundred fifty-seven thousand dollars ($2,526,257,000) aggregate
principal amount of its General and Refunding Mortgage Bonds
(the "Bonds") at the date hereof; and
WHEREAS, The Michigan Strategic Fund has issued and sold
$82,350,000 principal amount of its Adjustable Rate Demand
Limited Obligation Refunding Revenue Bonds (The Detroit Edison
Company Pollution Control Bonds Project), Series 1995CC; and
subject to certain conditions, Ambac Assurance Corporation, a
Wisconsin-domiciled stock insurance company, has agreed to
issue its financial guaranty insurance policy guaranteeing the
scheduled payment of interest on and the purchase price of the
Series 1995CC Bonds during the period May 23, 2001, through
September 1, 2011; and
WHEREAS, the Company, in order to induce Ambac to issue its
financial guaranty insurance policy relating to the Series
1995CC Bonds during the period May 23, 2001 through September
1, 2011, has agreed to issue its General and Refunding Mortgage
Bonds under the Indenture to Ambac; 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
2001 SERIES BP. Indenture to create such new series of bonds, to be designated
"General and Refunding Mortgage Bonds, 2001 Series BP; and
8
6
<Table>
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 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 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:
PART I.
CREATION OF THREE HUNDRED TWENTY-SEVENTH
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
2001 SERIES BP
CERTAIN TERMS SECTION 1. The Company hereby creates the Three hundred
OF BONDS OF twenty-seventh series of bonds to be issued under and
2001 SERIES BP. 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, 2001 Series BP" (elsewhere herein referred to as the
"bonds of 2001 Series BP"). The aggregate principal amount
of bonds of 2001 Series AP shall be limited to Eighty-two
million three hundred fifty thousand dollars ($82,350,000),
except as provided in Sections 7 and 13 of Article II of the
Original Indenture with respect to exchanges and
replacements of bonds.
</Table>
9
7
<Table>
Each bond of 2001 Series BP is to be issued and registered
to Ambac Assurance Corporation ("Ambac"), a Wisconsin stock
insurance company, in order to induce Ambac to issue the
Financial Guaranty Insurance Policy ("Series 1995CC
Insurance Policy") guaranteeing the scheduled payment of
interest during the period May 23, 2001 through September 1,
2011 and the purchase price of tendered bonds on September
1, 2011 with respect to Michigan Strategic Fund ("Strategic
Fund") Adjustable Rate Demand Limited Obligation Refunding
Revenue Bonds (The Detroit Edison Company Pollution Control
Bonds Project), Series 1995CC in the aggregate principal
amount of Eighty-two million three hundred fifty thousand
dollars ($82,350,000) ("Series 1995CC Bonds"), which Series
1995CC Bonds were created and issued pursuant to a Trust
Indenture ("Indenture") dated as of September 1, 1995
between the Strategic Fund and Bank One Trust Company,
National Association (successor to NBD Bank, N.A.), as
trustee ("Trustee"). Under a Loan Agreement, dated as of
September 1, 1995, between the Company and the Strategic
Fund (the "Series 1995CC Contract"), the Company is
obligated to make payments to the Trustee (or its
successor), for the Series 1995CC Bonds in amounts and at
times equal and corresponding to the amount and time of
payments of principal, premium and interest due on the
Series 1995CC Bonds.
The bonds of 2001 Series BP shall be issued as registered
bonds without coupons in denominations of a multiple of
$5,000. The bonds of 2001 Series BP shall be issued in the
aggregate principal amount of $82,350,000, shall mature on
September 1, 2011 and shall bear interest, payable
semi-annually on March 1 and September 1 of each year
(commencing September 1, 2001), at the rate of 4.85%, to and
including September 1, 2011. Payments of interest on, or the
purchase price of, the Series 1995CC Bonds shall constitute
the payments of interest and principal, respectively, on the
bonds of 2001 Series BP. In the event that Ambac shall make
a payment of interest or purchase price with respect to the
Series 1995CC Bonds, then, the interest rate on any amounts
so paid shall be the prime rate announced by Citibank, N.A.,
from time to time, plus 2% per annum, and such rate shall
continue until such time as the Company shall reimburse
Ambac for any payments so paid.
The bonds of 2001 Series BP shall be payable as to
principal, premium, if any, and interest as provided in the
Indenture during the Long Term Rate Mode, as defined in the
Indenture, ending September 1, 2011, but only to the extent
and in the manner herein provided. The bonds of 2001 Series
BP shall be payable, both as to principal and interest, at
the office or agency of the Company in the Borough of
Manhattan, The 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 2001 Series BP
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 2001 Series BP,
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, 2001, in which case
interest shall be payable from May 23, 2001.
The bonds of 2001 Series BP in definitive form shall be,
at the election of the Company, fully engraved or shall be
lithographed or printed in authorized denominations as
aforesaid and numbered 1 and upwards (with such further
designation as may be appropriate and desirable to indicate
by such designation the form, series and denominations of
bonds of 2001 Series BP). Until bonds of 2001 Series BP in
definitive form are ready for delivery, the Company may
execute, and upon its request in writing the Trustee shall
authenticate and deliver in lieu thereof, bonds of 2001
Series BP in temporary form, as provided in Section 10 of
Article II of the Indenture. Temporary bonds of 2001 Series
BP, if any, may be printed and may be issued in authorized
denominations in substantially the form of definitive bonds
of 2001 Series BP, but with such omissions, insertions and
variations as may be appropriate for temporary bonds, all as
may be determined by the Company.
</Table>
10
8
<Table>
Bonds of 2001 Series BP shall not be assignable or
transferable except as may be required to effect a transfer
to any successor in interest to Ambac under the Series
1995CC Insurance Policy. 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 2001 Series BP
shall in the same manner be exchangeable for a like
aggregate principal amount of bonds of 2001 Series BP upon
the terms and conditions specified herein and in Section 7
of Article II of the Indenture. The Company waives its
rights under Section 7 of Article II of the Indenture not to
make exchanges or transfers of bonds of 2001 Series BP,
during any period of ten days next preceding any redemption
date for such bonds.
Bonds of 2001 Series BP, in definitive and temporary form,
may bear such legends as may be necessary to comply with any
law or with any rules or regulations made pursuant thereto
or as may be specified pursuant to the terms and conditions
specified herein.
Upon payment by the Company of both its obligations under
the Indenture for the Long Term Interest Rate Mode
commencing May 23, 2001 and ending September 1, 2011 and its
obligations, if any, to Ambac, the bonds of 2001 Series BP
shall be deemed fully paid and the obligation of the Company
thereunder to make payments thereunder shall forthwith cease
and be discharged, and, such bonds shall be surrendered for
cancellation or presented for appropriate notation to the
Trustee.
REDEMPTION SECTION 2. Bonds of 2001 Series BP shall be redeemed on
OF BONDS the respective dates and in the respective principal amounts
OF 2001 which correspond to the redemption dates, if any, for, and
SERIES BP. the principal amounts, if any, to be redeemed of, the Series
1995CC Bonds during the period May 23, 2001 through
September 1, 2011.
In the event the Company elects to redeem any Series
1995CC Bonds prior to maturity in accordance with the
provisions of the Indenture, the Company shall on the same
date redeem bonds of 2001 Series BP in principal amounts and
at redemption prices corresponding to the Series 1995CC
Bonds so redeemed. The Company agrees to give the Trustee
notice of any such redemption of bonds of 2001 Series BP on
the same date as it gives notice of redemption of Series
1995CC Bonds to the Trustee.
</Table>
11
9
<Table>
REDEMPTION SECTION 3. In the event that (1) Ambac makes payment under
OF BONDS OF the Series 1995CC Insurance policy as a result of the
2001 SERIES Company's failure to make any of its required payments with
BP IN EVENT respect to the Series 1995CC Bonds, the bonds of 2001 Series
OF AMBAC PAYMENT. BP shall be payable or redeemable, or both, in an amount
corresponding to the payment of interest or the purchase
price, as the case may be or both, by Ambac or (2) the
Trustee has called for redemption the Series 1995CC Bonds as
a result of an Event of Default under the Indenture; then,
upon receipt by the Trustee of a written demand by Ambac,
accompanied by a certification from the Trustee as to the
amount and type (principal, interest or both) of payment by
AMBAC ("Payment Demand") the bonds of 2001 Series BP shall
be payable or redeemable, or both, in an amount
corresponding to the amount payable upon the redemption of
the Series 1995CC Bonds, together in the case of each of
clause (1) and (2) above, with interest thereon to the date
of payment as provided below. The Trustee shall, within five
days after receiving such Payment 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 Payment Demand, the Company shall be
obligated to pay such amount as may be deemed to be interest
and 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"). Interest shall accrue to the
date of payment. 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 Payment Demand or (y) the maturity date of such bonds
first occurring following the 20th day after the receipt by
the Trustee of the Payment 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 Ambac not more than ten nor less than five days
prior to the Demand Redemption Date.
Each bond of 2001 Series BP shall be redeemed by the
Company on the Demand Redemption Date therefore upon
surrender thereof by Ambac to the Trustee at a redemption
price equal to the principal amount thereof plus accrued
interest calculated as provided in Section 1 hereof from the
date of such payment to the Demand Redemption Date plus an
amount equal to the aggregate premium, if any, due and
payable on such Demand Redemption Date on a corresponding
amount of Series 1995CC Bonds; provided, however, that in
the event of a receipt by the Trustee of a notice that Ambac
has terminated proceedings to enforce any right it may have
against the Company under the Series 1995CC Insurance Policy
and the Bonds or both, then any Payment Demand shall thereby
be rescinded by Ambac, 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 Payment Demand and such Payment Demand shall be of no
force or effect, unless it is executed in the name of Ambac
by its President or one of its Managing Directors or Vice
Presidents.
</Table>
12
10
<Table>
FORM OF BONDS SECTION 4. The bonds of 2001 Series BP and the form of
OF 2001 SERIES BP. Trustee's Certificate to be endorsed on such bonds shall be
substantially in the following forms, respectively:
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2001 SERIES BP, 4.85% DUE SEPTEMBER 1, 2011
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 insurer under
the Financial Guaranty Insurance Policy, dated as of May 23,
2001 issued by Ambac Assurance Corporation and relating to
Michigan Strategic Fund ("Strategic Fund")Adjustable Rate
Demand Limited Obligation Refunding Revenue Bonds (The
Detroit Edison Company Project), Series 1995CC, or to Ambac
Assurance Corporation pursuant to Part I, Section 1 of the
Supplemental Indenture dated as of May 1, 2001, or, subject
to compliance with applicable law.
$......... No..........
THE DETROIT EDISON COMPANY (hereinafter called the
"Company"), a corporation of the State of Michigan, for
value received, hereby promises to pay to Ambac Assurance
Corporation, 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 Eighty-two million three
hundred fifty thousand dollars ($82,350,000) 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 23, 2001,
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, 2001),
until September 1, 2011, the date the Company's obligations
with respect to the Long Term Interest Rate Mode ending
September 1, 2011 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. In the event that AMBAC shall make a payment of
interest or purchase price with respect to the Series 1995CC
Bonds, then, the interest rate on any amounts so paid shall
be the prime rate announced by Citibank, N.A., from time to
time, plus 2% per annum, and such rate shall continue until
such time as the Company shall reimburse Ambac for any
payments so paid.
Under a Trust Indenture ("Indenture"), dated as of
September 1, 1995, between the Strategic Fund and Bank One
Trust Company, National Association (successor to NBD Bank,
N.A.), as trustee ("Trustee"), the Strategic Fund has issued
Adjustable Rate Demand Limited Obligation Refunding Revenue
Bonds (The Detroit Edison Company Pollution Control Bonds
Project), Series 1995CC (hereinafter called the "Series
1995CC Bonds") and Ambac Assurance Corporation ("Ambac") has
issued its Financial Guaranty Insurance Policy ("Series
1995CC Insurance Policy") relating to the guarantee of the
scheduled payment of interest on and purchase price of the
Series 1995CC Bond for the period May 23, 2001 through
September 1, 2011. This bond is being issued to induce Ambac
to issue the Series 1995CC Insurance Policy for the period
May 23, 2001 through September 1, 2011. Payments of interest
on or the purchase price of, the Series 1995CC Bonds shall
constitute like payments of interest and principal 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.
</Table>
13
11
<Table>
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 by its Chairman of the Board
and its President or a Vice President, with their manual or
facsimile signatures, and its corporate seal, or a facsimile
thereof, to be impressed or imprinted hereon and the same to
be attested by its Corporate Secretary or an Assistant
Corporate Secretary with his manual or facsimile signature.
</Table>
<Table>
Dated: THE DETROIT EDISON COMPANY
By ............................
Vice President and Treasurer
............................
Assistant Corporate Secretary
</Table>
14
12
<Table>
[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 2001 Series BP, limited to
an aggregate principal amount of $82,350,000, except as
otherwise provided in the Indenture hereinafter mentioned.
This bond and all other bonds of said series are issued and
to be issued under, and are all equally and ratably secured
(except insofar as any sinking, amortization, improvement or
analogous fund, established in accordance with the
provisions of the Indenture hereinafter mentioned, may
afford additional security for the bonds of any particular
series and except as provided in Section 3 of Article VI of
said Indenture) by an Indenture, dated as of October 1,
1924, duly executed by the Company to First Chicago Trust
Company of New York, a trust company of the State of New
York, as Trustee, to which Indenture and all indentures
supplemental thereto (including the Supplemental Indenture
dated as of May 1, 2001) 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
May 1, 2001, are hereinafter collectively called the
"Indenture"). As provided in the Indenture, said bonds may
be for various principal sums and are issuable in series,
which may mature at different times, may bear interest at
different rates and may otherwise vary as in said Indenture
provided. With the consent of the Company and to the extent
permitted by and as provided in the Indenture, the rights
and obligations of the Company and of the holders of the
bonds and the terms and provisions of the Indenture, or of
any indenture supplemental thereto, may be modified or
altered in certain respects by affirmative vote of at least
eighty-five percent (85%) in amount of the bonds then
outstanding, and, if the rights of one or more, but less
than all, series of bonds then outstanding are to be
affected by the action proposed to be taken, then also by
affirmative vote of at least eighty-five percent (85%) in
amount of the series of bonds so to be affected (excluding
in every instance bonds disqualified from voting by reason
of the Company's interest therein as specified in the
Indenture); provided, however, that, without the consent of
the holder hereof, no such modification or alteration shall,
among other things, affect the terms of payment of the
principal of or the interest on this bond, which in those
respects is unconditional.
This bond is redeemable upon the terms and conditions set
forth in the Indenture.
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 2001
Series BP (or portions thereof), in trust for the redemption
of such bonds (or portions thereof) and the interest due or
to become due thereon, and thereupon all obligations of the
Company in respect of such bonds (or portions 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.
</Table>
15
13
<Table>
Upon payment by the Company as part of its obligations
under the Indenture of the principal of, or premium, if any,
or interest on, the Series 1995CC Bonds, whether at maturity
or prior to maturity by redemption or otherwise or upon
provision for the payment thereof having been made in
accordance with the Indenture during the period May 23, 2001
through September 1, 2011, bonds of 2001 Series BP in a
principal amount equal to the principal amount of such
Series 1995CC 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 to Ambac
Assurance Corporation pursuant to the terms and conditions
set forth in Part I, Section I of the Supplemental
Indenture, dated as of May 1, 2001 or subject to compliance
with applicable law. 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.
</Table>
16
14
<Table>
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF This bond is one of the bonds, of the series designated
TRUSTEE'S therein, described in the within-mentioned Indenture.
CERTIFICATE.
</Table>
FIRST CHICAGO TRUST COMPANY OF
NEW YORK,
as Trustee
By ...........................
Authorized Officer
<Table>
PART II.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures supplemental
FILING OF ORIGINAL thereto have been recorded and/or filed and Certificates of
INDENTURE. Provision for Payment have been recorded as hereinafter set
forth.
The Original Indenture has been recorded as a real
estate mortgage and filed as a chattel mortgage in the
offices of the respective Registers of Deeds of certain
counties in the State of Michigan as set forth in the
Supplemental Indenture dated as of September 1, 1947, has
been recorded as a real estate mortgage in the office of the
Register of Deeds of Genesee County, Michigan as set forth
in the Supplemental Indenture dated as of May 1, 1974, has
been filed in the Office of the Secretary of State of
Michigan on November 16, 1951 and has been filed and
recorded in the office of the Interstate Commerce Commission
on December 8, 1969.
RECORDING AND Pursuant to the terms and provisions of the Original
FILING OF Indenture, indentures supplemental thereto heretofore
SUPPLEMENTAL entered into have been recorded as a real estate mortgage
INDENTURES. and/or filed as a chattel mortgage or as a financing
statement in the offices of the respective Registers of
Deeds of certain counties in the State of Michigan, the
Office of the Secretary of State of Michigan and the Office
of the Interstate Commerce Commission, as set forth in
supplemental indentures as follows:
</Table>
<Table>
<Caption>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
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
</Table>
17
15
<Table>
<Caption>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
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
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
</Table>
18
16
<Table>
<Caption>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
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
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
</Table>
19
17
<Table>
<Caption>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
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
February 29, 1992................. 1992 Series AP April 15, 1992
April 15, 1992.................... Series KKP No. 13 July 15, 1992
July 15, 1992..................... 1992 Series CP November 30, 1992
July 31, 1992..................... 1992 Series D November 30, 1992
April 1, 1986..................... 1986 Series A and Subject 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
</Table>
20
18
<Table>
<Caption>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
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
November 30, 1992................. 1992 Series E and 1993 March 15, 1993
Series D
December 15, 1992................. Series KKP No. 14 and 1989 March 15, 1992
Series BP No. 2
January 1, 1993................... 1993 Series C April 1, 1993
March 1, 1993..................... 1993 Series E June 30, 1993
March 15, 1993.................... 1993 Series D September 15, 1993
April 1, 1993..................... 1993 Series FP and 1993 September 15, 1993
Series IP
April 26, 1993.................... 1993 Series G and Amendment September 15, 1993
of Article II, Section 5
May 31, 1993...................... 1993 Series J September 15, 1993
September 15, 1993................ 1993 Series K March 1, 1994
March 1, 1994..................... 1994 Series AP June 15, 1994
June 15, 1994..................... 1994 Series BP December 1, 1994
August 15, 1994................... 1994 Series C December 1, 1994
December 1, 1994.................. Series KKP No. 15 and 1994 August 1, 1995
Series DP
August 1, 1995.................... 1995 Series AP and 1995 August 15, 1999
Series DP
</Table>
------------------------------------------
(a) See Supplemental Indenture dated as of July 1, 1970 for
Interstate Commerce Commission filing and recordation
information.
(b) See Supplemental Indenture dated as of May 1, 1953 for
Secretary of State of Michigan filing information.
(c) See Supplemental Indenture dated as of May 1, 1974 for
County of Genesee, Michigan recording and filing
information.
21
19
<Table>
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, R, S,
FOR PAYMENT. W, Y, Z, AA, BB, CC, DDP Nos. 1-9, FFR Nos. 1-14, GGP Nos.
1-22, HH, IIP Nos. 1-22, JJP Nos. 1-8, KKP Nos. 1-9, LLP
Nos. 1-15, NNP Nos. 1-21, OOP Nos. 1-18, QQP Nos. 1-17, TTP
Nos. 1-15, UU, 1980 Series A, 1980 Series CP Nos. 1-25, 1980
Series DP Nos. 1-11, 1981 Series AP Nos. 1-16, 1984 Series
AP, 1984 Series BP, 1985 Series A, 1985 Series B, 1987
Series A, PP, RR, EE, MMP, MMP No. 2, 1989 Series A 1990
Series A and 1993 Series D which were issued under
Supplemental Indentures dated as of, respectively, June 1,
1925, August 1, 1927, February 1, 1931, October 1, 1932,
September 25, 1935, September 1, 1936, December 1, 1940,
September 1, 1947, November 15, 1951, January 15, 1953, May
1, 1953, March 15, 1954, May 15, 1955, August 15, 1957,
December 15, 1970, November 15, 1971, January 15, 1973, May
1, 1974, October 1, 1974, January 15, 1975, November 1,
1975, February 1, 1976, June 15, 1976, July 15, 1976,
October 1, 1977, March 1, 1977, July 1, 1979, March 1, 1977,
March 1, 1977, March 1, 1977, September 1, 1979, July 1,
1977, July 1, 1979, September 15, 1979, October 1, 1977,
June 1, 1978, October 1, 1977, July 1, 1979, January 1,
1980, August 15, 1980, November 1, 1981, October 1, 1984,
May 1, 1985, May 15, 1985, January 31, 1987, June 1, 1978,
October 15, 1978, December 15, 1975, February 15, 1977,
September 1, 1979, June 15, 1989 February 15, 1990 and March
15, 1993 have matured or have been called for redemption and
funds sufficient for such payment or redemption have been
irrevocably deposited with the Trustee for that purpose; and
Certificates of Provision for Payment have been recorded in
the offices of the respective Registers of Deeds of certain
counties in the State of Michigan, with respect to all bonds
of Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB, CC, DDP
Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP No. 1, JJP
No. 1, KKP No. 1, LLP No. 1 and GGP No. 8.
PART III.
THE TRUSTEE.
TERMS AND The Trustee hereby accepts the trust hereby declared and
CONDITIONS OF provided, and agrees to perform the same upon the terms and
ACCEPTANCE OF conditions in the Original Indenture, as amended to date and
TRUST BY TRUSTEE. as supplemented by this Supplemental Indenture, and in this
Supplemental Indenture set forth, and upon the following
terms and conditions:
The Trustee shall not be responsible in any manner
whatsoever for and in respect of the validity or sufficiency
of this Supplemental Indenture or the due execution hereof
by the Company or for or in respect of the recitals
contained herein, all of which recitals are made by the
Company solely.
PART IV.
MISCELLANEOUS.
CONFIRMATION OF Except to the extent specifically provided therein, no
SECTION 318(C) OF provision of this supplemental indenture or any future
TRUST INDENTURE supplemental indenture is intended to modify, and the
ACT. parties do hereby adopt and confirm, the provisions of
Section 318(c) of the Trust Indenture Act which amend and
supercede provisions of the Indenture in effect prior to
November 15, 1990.
EXECUTION IN THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY
COUNTERPARTS. EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN
SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME
INSTRUMENT.
</Table>
22
20
<Table>
TESTIMONIUM. IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND FIRST
CHICAGO TRUST COMPANY OF NEW YORK HAVE CAUSED THESE
PRESENTS TO BE SIGNED IN THEIR RESPECTIVE CORPORATE NAMES BY
THEIR RESPECTIVE CHAIRMEN OF THE BOARD, PRESIDENTS, VICE
PRESIDENTS, ASSISTANT VICE PRESIDENTS, TREASURERS OR
ASSISTANT TREASURERS AND IMPRESSED WITH THEIR RESPECTIVE
CORPORATE SEALS, ATTESTED BY THEIR RESPECTIVE SECRETARIES OR
ASSISTANT SECRETARIES, ALL AS OF THE DAY AND YEAR FIRST
ABOVE WRITTEN.
</Table>
<Table>
THE DETROIT EDISON COMPANY,
(Corporate Seal) By ______________________
C. C. Arvani
Assistant Treasurer
EXECUTION. Attest:
____________________________
Jack L. Somers
Assistant Corporate Secretary
Signed, sealed and delivered by THE DETROIT
EDISON COMPANY, in the presence of
____________________________
David Patria
____________________________
William P. Murphy
</Table>
<Table>
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
ACKNOWLEDGMENT On this day of May, 2001, before me, the subscriber,
OF EXECUTION a 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 2nd Avenue, Detroit, Michigan 48226
and is the Assistant Treasurer of THE DETROIT EDISON
COMPANY, one of the corporations described in and which
executed the foregoing instrument; that he knows the
corporate seal of the said corporation and that the seal
affixed to said instrument is the corporate seal of said
corporation; and that said instrument was signed and sealed
in behalf of said corporation by authority of its Board of
Directors and that he subscribed his name thereto by like
authority; and said C. C. Arvani, acknowledged said
instrument to be the free act and deed of said corporation.
</Table>
<Table>
____________________________
(Notarial Seal)
</Table>
23
21
<Table>
FIRST CHICAGO TRUST COMPANY OF
NEW YORK,
(Corporate Seal) By __________________________
Steven Wagner
Vice President
Attest:
____________________________
Signed, sealed and delivered by
FIRST CHICAGO TRUST COMPANY
of New York, in the presence of
____________________________
____________________________
</Table>
<Table>
STATE OF ILLINOIS
SS.:
COUNTY OF COOK
</Table>
<Table>
ACKNOWLEDGMENT On this day of , 2001, before me, the
OF EXECUTION subscriber, a Notary Public within and for the County of
BY TRUSTEE. Cook, in the State of Illinois, personally appeared Steven
Wagner, to me personally known, who, being by me duly sworn,
did say that his business office is located at One Bank One
Plaza, Chicago, Illinois, and he is a Vice President of
FIRST CHICAGO TRUST COMPANY of New York, one of the
corporations described in and which executed the foregoing
instrument; that he knows the corporate seal of the said
corporation and that the seal affixed to said instrument is
the corporate seal of said corporation; and that said
instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors and that
he subscribed his name thereto by like authority; and said
Steven Wagner acknowledged said instrument to be the free
act and deed of said corporation.
</Table>
<Table>
(Notarial Seal)
____________________________
</Table>
24
22
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
<Table>
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.
</Table>
<Table>
____________________________
C. C. Arvani
Sworn to before me this day of May, 2001
This instrument was drafted by Frances B. Rohlman, Esq.,
2000 2nd Avenue, Detroit, Michigan 48226
</Table>