EXECUTED IN
COUNTERPARTS OF WHICH
THIS IS COUNTERPART NO. .
THE DETROIT EDISON COMPANY
(2000 2nd Avenue,
Detroit, Michigan 48226-1279)
TO
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
(14 Wall Street,
New York, New York 10005)
AS TRUSTEE
------------------------
INDENTURE
Dated as of August 15, 2001
------------------------
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS,
2001 SERIES CP, DUE SEPTEMBER 1, 2029,
AND
(B) RECORDING AND FILING DATA
i
TABLE OF CONTENTS*
------------------------
<Table>
<Caption>
PAGE
----
PARTIES..................................................... 1
RECITALS
Original Indenture and Supplementals...................... 1
Bonds heretofore issued................................... 2
Reason for creation of new series......................... 9
Bonds to be 2001 Series CP................................ 10
Further Assurance......................................... 10
Authorization of Supplemental Indenture................... 10
Consideration for Supplemental Indenture.................. 10
PART I.
CREATION OF THREE HUNDRED TWENTY-EIGHTH
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
2001 SERIES CP
Sec. 1. Certain terms of Bonds of 2001 Series CP............ 11
Sec. 2. Redemption of Bonds of 2001 Series CP............... 14
Sec. 3.Redemption of Bonds of 2001 Series CP in event of
acceleration of Strategic Fund Revenue Bonds......... 14
Sec. 4. Form of Bonds of 2001 Series CP..................... 15
Form of Trustee's Certificate....................... 21
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture.................. 21
Recording and filing of Supplemental Indentures............. 21
Recording of Certificates of Provision for Payment.......... 28
PART III.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee...... 28
PART IV.
MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture Act....... 29
Execution in Counterparts................................... 29
Testimonium................................................. 29
Execution................................................... 30
Acknowledgement of execution by Company..................... 30
Acknowledgement of execution by Trustee..................... 31
Affidavit as to consideration and good faith................ 32
</Table>
- ------------------------
* This Table of Contents shall not have any bearing upon the interpretation of
any of the terms or provisions of this Indenture.
1
PARTIES. SUPPLEMENTAL INDENTURE, dated as of August 15,
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,
2
December 1, 1994, August 1, 1995, August 1, 1999, August
15, 1999, January 1, 2000, April 15, 2000, August 1, 2000,
March 15, 2001 and May 1, 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,
ninety-six million five hundred seventeen thousand dollars
($9,096,517,000) 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,
</Table>
3
<Table>
(17) Bonds of Series Q -- Principal Amount
$40,000,000,
(18) Bonds of Series W -- Principal Amount
$50,000,000,
(19) Bonds of Series AA -- Principal Amount
$100,000,000,
(20) Bonds of Series BB -- Principal Amount
$50,000,000,
(21) Bonds of Series CC -- Principal Amount
$50,000,000,
(22) Bonds of Series UU -- Principal Amount
$100,000,000,
(23-31) Bonds of Series DDP
Nos. 1-9 -- Principal Amount
$14,305,000,
(32-45) Bonds of Series FFR
Nos. 1-14 -- Principal Amount
$45,600,000,
(46-67) Bonds of Series GGP
Nos. 1-22 -- Principal Amount
$42,300,000,
(68) Bonds of Series HH -- Principal Amount
$50,000,000,
(69-90) Bonds of Series IIP
Nos. 1-22 -- Principal Amount
$3,750,000,
(91-98) Bonds of Series JJP Nos.
1-8 -- Principal Amount
$6,850,000,
(99-107) Bonds of Series KKP
Nos. 1-9 -- Principal Amount
$34,890,000,
(108-122) Bonds of Series LLP
Nos. 1-15 -- Principal Amount
$8,850,000,
(123-143) Bonds of Series NNP Nos.
1-21 -- Principal Amount
$47,950,000,
(144-161) Bonds of Series OOP Nos.
1-18 -- Principal Amount
$18,880,000,
(162-180) Bonds of Series QQP Nos.
1-19 -- Principal Amount
$13,650,000,
</Table>
4
<Table>
(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,
</Table>
5
<Table>
(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
(283) Bonds of 1993 Series G -- Principal Amount
$225,000,000
(284) Bonds of 1993 Series K -- Principal Amount
$160,000,000
</Table>
all of which have either been retired and cancelled, or no
longer represent obligations of the Company, having been
called for redemption and funds necessary to effect the
payment, redemption and retirement thereof having been
6
deposited with the Trustee as a special trust fund to be
applied for such purpose;
(285-290) 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;
(291) 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;
(292) 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;
(293) 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;
(294) 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;
(295) 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;
(296) 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;
(297) 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;
7
(298) 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;
(299) 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;
(300) 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;
(301) 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;
(302) 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;
(303) 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;
(304) 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) 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;
(305) Bonds of 1993 Series E in the principal amount of
Four hundred million dollars ($400,000,000), of which Two
hundred twenty-nine million six hundred twenty-five
thousand dollars ($229,625,000) principal amount have
heretofore been retired and One hundred seventy million
three hundred seventy-five thousand dollars ($170,375,000)
principal amount are outstanding at the date hereof;
(306) 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;
8
(307) Bonds of 1993 Series J in the principal amount of
Three hundred million dollars ($300,000,000), of which One
hundred twenty-two million three hundred ninety-five
thousand dollars ($122,395,000) principal amount have
heretofore been retired and One hundred seventy-seven
million six hundred and five thousand dollars
($177,605,000) principal amount are outstanding at the
date hereof;
(308) 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;
(309) 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;
(310) 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;
(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;
(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
9
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-eight million eight hundred twenty thousand dollars
($58,820,000) principal amount have heretofore been
retired and One hundred sixty-one million one hundred
eighty thousand dollars ($161,180,000) 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;
(324) Bonds of 2001 Series BP in the principal amount of
Eighty-two million three hundred fifty thousand
($82,350,000) all of which are outstanding at the date
hereof; and
accordingly, the Company has issued and has presently
outstanding Two billion three hundred forty-three million
four hundred eighty-seven thousand dollars
($2,343,487,000) aggregate principal amount of its General
and Refunding Mortgage Bonds (the "Bonds") at the date
hereof; and
REASON FOR
CREATION OF
NEW SERIES. WHEREAS, the Company will enter into a Loan
Agreement, dated as of September 1, 2001, with the
Michigan Strategic Fund in connection with the issuance of
the Collateralized Series 2001C 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
10
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 2001
SERIES CP. WHEREAS, the Company desires by this Supplemental
Indenture to create a new series of bonds, to be
designated "General and Refunding Mortgage Bonds, 2001
Series CP;" and
FURTHER
ASSURANCE. WHEREAS, the Original Indenture, by its terms, includes
in the property subject to the lien thereof all of the
estates and properties, real, personal and mixed, rights,
privileges and franchises of every nature and kind and
wheresoever situate, then or thereafter owned or possessed
by or belonging to the Company or to which it was then or
at any time thereafter might be entitled in law or in
equity (saving and excepting, however, the property
therein specifically excepted or released from the lien
thereof), and the Company therein covenanted that it
would, upon reasonable request, execute and deliver such
further instruments as may be necessary or proper for the
better assuring and confirming unto the Trustee all or any
part of the trust estate, whether then or thereafter owned
or acquired by the Company (saving and excepting, however,
property specifically excepted or released from the lien
thereof); and
AUTHORIZATION OF
SUPPLEMENTAL
INDENTURE. WHEREAS, the Company in the exercise of the powers and
authority conferred upon and reserved to it under and by
virtue of the provisions of the Indenture, and pursuant to
resolutions of its Board of Directors has duly resolved
and determined to make, execute and deliver to the Trustee
a supplemental indenture in the form hereof for the
purposes herein provided; and
WHEREAS, all conditions and requirements necessary to
make this Supplemental Indenture a valid and legally
binding instrument in accordance with its terms have been
done, performed and fulfilled, and the execution and
delivery hereof have been in all respects duly authorized;
CONSIDERATION FOR
SUPPLEMENTAL
INDENTURE. NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That The Detroit Edison Company, in consideration of the
premises and of the covenants contained in the Indenture
and of the sum of One Dollar ($1.00) and other good and
valuable
11
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-EIGHTH SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS, 2001 SERIES CP
CERTAIN TERMS OF
BONDS OF 2001
SERIES CP. SECTION 1. The Company hereby creates the Three
hundred twenty-eighth 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, 2001 Series CP" (elsewhere herein referred
to as the "bonds of 2001 Series CP"). The aggregate
principal amount of bonds of 2001 Series CP shall be
limited to One hundred thirty-nine million eight hundred
fifty-five thousand dollars (139,855,000), 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 2001 Series CP is to be irrevocably
assigned to, and registered in the name of, Bank One Trust
Company, National Association, as trustee, or a successor
trustee (said trustee or any successor trustee being
hereinafter referred to as the "Strategic Fund Trust
Indenture Trustee"), under the Trust Indenture, dated as
of September 1, 2001 (hereinafter called the "Strategic
Fund Trust Indenture"), between the Michigan Strategic
Fund (hereinafter called "Strategic Fund"), and the
Strategic Fund Trust Indenture Trustee, to secure payment
of the Michigan Strategic Fund Limited Obligation
Refunding Revenue Bonds (The Detroit Edison Company
Pollution Control Bonds Project), Collateralized Series
2001C (hereinafter called the "Strategic Fund Revenue
Bonds"), issued by the Strategic Fund under the Strategic
Fund Trust Indenture, the proceeds of which have been
provided for the refunding of certain pollution control
related bonds which the Company has agreed to refund
pursuant to the provisions of the Loan Agreement, dated as
of September 1,
12
2001 (hereinafter called the "Strategic Fund Agreement"),
between the Company and the Strategic Fund.
The bonds of 2001 Series CP shall be issued as
registered bonds without coupons in denominations of a
multiple of $5,000. The bonds of 2001 Series CP shall be
issued in the aggregate principal amount of $139,855,000,
shall mature on September 1, 2029 and shall bear interest,
payable semi-annually on March 1 and September 1 of each
year (commencing March 1, 2002), at the rate of 5.45%,
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 2001 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 2001 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 2001 Series CP
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
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 March 1, 2002, in which
case interest shall be payable from September 1, 2001.
The bonds of 2001 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 2001 Series CP). Until bonds of
2001 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 2001 Series CP in temporary form, as
provided in Section 10 of Article II of the Indenture.
13
Temporary bonds of 2001 Series CP, if any, may be printed
and may be issued in authorized denominations in
substantially the form of definitive bonds of 2001 Series
CP, but with such omissions, insertions and variations as
may be appropriate for temporary bonds, all as may be
determined by the Company.
Bonds of 2001 Series CP shall not be assignable or
transferable except as may be required to effect a
transfer to any successor trustee under the Strategic Fund
Trust Indenture, or, subject to compliance with applicable
law, as may be involved in the course of the exercise of
rights and remedies consequent upon an Event of Default
under the Strategic Fund Trust Indenture. Any such
transfer shall be made upon surrender thereof for
cancellation at the office or agency of the Company in the
Borough of Manhattan, The City and State of New York,
together with a written instrument of transfer (if so
required by the Company or by the Trustee) in form
approved by the Company duly executed by the holder or by
its duly authorized attorney. Bonds of 2001 Series CP
shall in the same manner be exchangeable for a like
aggregate principal amount of bonds of 2001 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 2001 Series CP,
during any period of ten days next preceding any
redemption date for such bonds.
Bonds of 2001 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 Strategic
Fund Agreement.
Upon payment of the principal or premium, if any, or
interest on the Strategic Fund Revenue Bonds, whether at
maturity or prior to maturity by redemption or otherwise,
or upon provision for the payment thereof having been made
in accordance with Articles I or IV of the Strategic Fund
Trust Indenture, bonds of 2001 Series CP in a principal
amount equal to the principal amount of the Strategic Fund
Revenue Bonds, shall, to the extent of such payment of
principal, premium or interest, be deemed fully paid and
the obligation of the Company thereunder to make such
payment shall forthwith cease and be discharged, and, in
the case of the payment of principal and premium, if any,
such bonds shall be
14
surrendered for cancellation or presented for appropriate
notation to the Trustee.
REDEMPTION OF
BONDS OF 2001
SERIES CP SECTION 2. Bonds of the 2001 Series CP shall be
redeemed on the date and in the respective principal
amount which correspond to the redemption date for, and
the principal amount to be redeemed of, the Strategic Fund
Revenue Bonds.
In the event the Company elects to redeem any Strategic
Fund Revenue Bonds prior to maturity in accordance with
the provisions of the Strategic Fund Trust Indenture, the
Company shall on the same date redeem bonds of 2001 Series
CP in the principal amount and at the redemption price
corresponding to the Strategic Fund Revenue Bonds so
redeemed. The Company agrees to give the Trustee notice of
any such redemption of bonds of 2001 Series CP on the same
date as it gives notice of redemption of Strategic Fund
Revenue Bonds to the Strategic Fund Trust Indenture
Trustee.
REDEMPTION OF
BONDS OF 2001
SERIES CP IN EVENT
OF ACCELERATION OF
STRATEGIC FUND
REVENUE BONDS. SECTION 3. In the event of an Event of Default under the
Strategic Fund Trust Indenture and the acceleration of all
Strategic Fund Revenue Bonds, the bonds of 2001 Series CP
shall be redeemable in whole upon receipt by the Trustee
of a written demand (hereinafter called a "Redemption
Demand") from the Strategic Fund Trust Indenture Trustee
stating that there has occurred under the Strategic Fund
Trust Indenture both an Event of Default and a declaration
of acceleration of payment of principal, accrued interest
and premium, if any, on the Strategic Fund Revenue Bonds,
specifying the last date to which interest on the
Strategic Fund Revenue Bonds has been paid (such date
being hereinafter referred to as the "Initial Interest
Accrual Date") and demanding redemption of the bonds of
said series. The Trustee shall, 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
15
(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 2001 Series CP shall be redeemed by the
Company on the Demand Redemption Date therefore upon
surrender thereof by the Strategic Fund Trust Indenture
Trustee to the Trustee at a redemption price equal to the
principal amount thereof plus accrued interest thereon at
the rate specified for such bond from the Initial Interest
Accrual Date to the Demand Redemption Date plus an amount
equal to the aggregate premium, if any, due and payable on
such Demand Redemption Date on all Strategic Fund Revenue
Bonds; provided, however, that in the event of a receipt
by the Trustee of a notice that, pursuant to Section 604
of the Strategic Fund Trust Indenture, the Strategic Fund
Trust Indenture Trustee has terminated proceedings to
enforce any right under the Strategic Fund Trust
Indenture, then any Redemption Demand shall thereby be
rescinded by the Strategic Fund Trust Indenture Trustee,
and no Demand Redemption Notice shall be given, or, if
already given, shall be automatically annulled; but no
such rescission or annulment shall extend to or affect any
subsequent default or impair any right consequent thereon.
Anything herein contained to the contrary
notwithstanding, the Trustee is not authorized to take any
action pursuant to a Redemption Demand and such Redemption
Demand shall be of no force or effect, unless it is
executed in the name of the Strategic Fund Trust Indenture
Trustee by its President or one of its Vice Presidents.
FORM OF BONDS OF
2001 SERIES CP. SECTION 4. The bonds of 2001 Series CP and the form of
Trustee's Certificate to be endorsed on such bonds shall
be substantially in the following forms, respectively:
16
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
2001 SERIES CP, 5.45%, DUE SEPTEMBER 1, 2029
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
September 1, 2001 between the Michigan Strategic Fund and
Bank One Trust Company, National Association, as trustee,
or, subject to compliance with applicable law, as may be
involved in the course of the exercise of rights and
remedies consequent upon an Event of Default under said
Trust Indenture.
$............................. No. ....................
THE DETROIT EDISON COMPANY (hereinafter called the
"Company"), a corporation of the State of Michigan, for
value received, hereby promises to pay to the Michigan
Strategic Fund, or registered assigns, at the Company's
office or agency in the Borough of Manhattan, The City and
State of New York, the principal sum of dollars
($ ) in lawful money of the United States of
America on the date specified in the title hereof and
interest thereon at the rate specified in the title
hereof, in like lawful money, from September 1, 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 March 1, 2002), 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 September 1, 2001
(hereinafter called the "Strategic Fund Trust Indenture"),
between the Michigan Strategic Fund (hereinafter called
"Strategic Fund"), and Bank One Trust Company, National
Association, as trustee (hereinafter called the "Strategic
Fund Trust Indenture Trustee"), the Strategic Fund has
issued Limited Obligation Refunding Revenue Bonds (The
Detroit Edison Company Pollution Control Bonds Project),
Collateralized Series 2001C (hereinafter called the
"Strategic
17
Fund Revenue Bonds"). This bond was originally issued to
the Strategic Fund and simultaneously irrevocably assigned
to the Strategic Fund Trust Indenture Trustee so as to
secure the payment of the Strategic Fund Revenue Bonds.
Payments of principal of, or premium, if any, or interest
on, Strategic Fund Revenue Bonds shall constitute like
payments on this bond as further provided herein and in
the supplemental indenture pursuant to which this bond has
been issued.
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 First Chicago Trust Company of New York,
the Trustee under the Indenture hereinafter mentioned on
the reverse hereof, or its successor thereunder, shall
have signed the form of certificate endorsed hereon.
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has
caused this instrument to be executed by its Vice
President and Treasurer, with his manual or facsimile
signature, and its corporate seal, or a facsimile thereof,
to be impressed or imprinted hereon and the same to be
attested by its Assistant Corporate Secretary by manual or
facsimile signature.
<Table>
Dated: THE DETROIT EDISON COMPANY
By ......................................
Vice President and Treasurer
[SEAL]
Attest:
.....................................
Assistant Corporate Secretary
</Table>
18
[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 CP,
limited to an aggregate principal amount of $139,855,000,
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, as
successor in interest 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 August
15, 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
August 15, 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
19
affected (excluding in every instance bonds disqualified
from voting by reason of the Company's interest therein as
specified in the Indenture); provided, however, that,
without the consent of the holder hereof, no such
modification or alteration shall, among other things,
affect the terms of payment of the principal of or the
interest on this bond, which in those respects is
unconditional.
This bond is redeemable upon the terms and conditions
set forth in the Indenture, including provision for
redemption upon demand of the Strategic Fund Trust
Indenture Trustee following the occurrence of an Event of
Default under the Strategic Fund Trust Indenture and the
acceleration of the principal of the Strategic Fund
Revenue Bonds.
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 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 Strategic Fund Revenue Bonds, whether at
maturity or prior to maturity by redemption or otherwise
or upon provision for the payment thereof having been made
in accordance with Articles I or IV of the Strategic Fund
Trust Indenture, bonds of 2001 Series CP 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
20
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 Strategic Fund Trust Indenture, or,
subject to compliance with applicable law, as may be
involved in the course of the exercise of rights and
remedies consequent upon an Event of Default under the
Strategic Fund Trust Indenture. Any such transfer shall be
made by the registered holder hereof, in person or by his
attorney duly authorized in writing, on the books of the
Company kept at its office or agency in the Borough of
Manhattan, The City and State of New York, upon surrender
and cancellation of this bond, and thereupon, a new
registered bond of the same series of authorized
denominations for a like aggregate principal amount will
be issued to the transferee in exchange therefor, and this
bond with others in like form may in like manner be
exchanged for one or more new bonds of the same series of
other authorized denominations, but of the same aggregate
principal amount, all as provided and upon the terms and
conditions set forth in the Indenture, and upon payment,
in any event, of the charges prescribed in the Indenture.
No recourse shall be had for the payment of the
principal of or the interest on this bond, or for any
claim based hereon or otherwise in respect hereof or of
the Indenture, or of any indenture supplemental thereto,
against any incorporator, or against any past, present or
future stockholder, director or officer, as such, of the
Company, or of any predecessor or successor corporation,
either directly or through the Company or any such
predecessor or successor corporation, whether for amounts
unpaid on stock subscriptions or by virtue of any
constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise
howsoever; all such liability being, by the acceptance
hereof and as part of the consideration for the issue
hereof, expressly waived and released by every holder or
owner hereof, as more fully provided in the Indenture.
21
[FORM OF TRUSTEE'S CERTIFICATE]
FORM OF TRUSTEE'S
CERTIFICATE. This bond is one of the bonds, of the series designated
therein, described in the within-mentioned Indenture.
FIRST CHICAGO TRUST COMPANY OF NEW YORK,
as Trustee
By ..........................................
Authorized Officer
<Table>
PART II.
RECORDING AND FILING DATA
RECORDING AND FILING OF The Original Indenture and indentures supplemental
ORIGINAL INDENTURE. thereto have been recorded and/or filed and
Certificates of Provision for Payment have been
recorded as hereinafter set forth.
The Original Indenture has been recorded as a real
estate mortgage and filed as a chattel mortgage in the
offices of the respective Registers of Deeds of
certain counties in the State of Michigan as set forth
in the Supplemental Indenture dated as of September 1,
1947, has been recorded as a real estate mortgage in
the office of the Register of Deeds of Genesee County,
Michigan as set forth in the Supplemental Indenture
dated as of May 1, 1974, has been filed in the Office
of the Secretary of State of Michigan on November 16,
1951 and has been filed and recorded in the office of
the Interstate Commerce Commission on December 8,
1969.
RECORDING AND FILING OF Pursuant to the terms and provisions of the
SUPPLEMENTAL Original Indenture, indentures supplemental thereto
INDENTURES. heretofore entered into have been recorded as a real
estate mortgage and/or filed as a chattel mortgage or
as a financing statement in the offices of the
respective Registers of Deeds of certain counties in
the State of Michigan, the Office of the Secretary of
State of Michigan and the Office of the Interstate
Commerce Commission, as set forth in supplemental
indentures as follows:
</Table>
<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
</Table>
22
<Table>
<Caption>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
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, Subject November 15, 1951
Properties and Additional
Provisions
March 1, 1950
(a)(b)(c).......... Series J Bonds and November 15, 1951
Additional Provisions
November 15, 1951
(a)(b)(c).......... Series K Bonds Additional January 15, 1953
Provisions and Subject
Properties
January 15, 1953
(a)(b)............. Series L Bonds May 1, 1953
May 1, 1953(a)....... Series M Bonds and Subject March 15, 1954
Properties
March 15, 1954
(a)(c)............. Series N Bonds and Subject May 15, 1955
Properties
May 15, 1955
(a)(c)............. Series O Bonds and Subject August 15, 1957
Properties
August 15, 1957
(a)(c)............. Series P Bonds Additional June 1, 1959
Provisions and Subject
Properties
June 1, 1959
(a)(c)............. Series Q Bonds and Subject December 1, 1966
Properties
December 1, 1966
(a)(c)............. Series R Bonds Additional October 1, 1968
Provisions and Subject
Properties
</Table>
23
<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 1, 1968
(a)(c)............. Series S Bonds and Subject December 1, 1969
Properties
December 1, 1969
(a)(c)............. Series T Bonds and Subject July 1, 1970
Properties
July 1, 1970(c)...... Series U Bonds and Subject December 15, 1970
Properties
December 15, 1970
(c)................ Series V and Series W Bonds June 15, 1971
June 15, 1971(c)..... Series X Bonds and Subject November 15, 1971
Properties
November 15, 1971
(c)................ Series Y Bonds and Subject January 15, 1973
Properties
January 15, 1973
(c)................ Series Z Bonds and Subject May 1, 1974
Properties
May 1, 1974.......... Series AA Bonds and Subject October 1, 1974
Properties
October 1, 1974...... Series BB Bonds and Subject January 15, 1975
Properties
January 15, 1975..... Series CC Bonds and Subject November 1, 1975
Properties
November 1, 1975..... Series DDP Nos. 1-9 Bonds December 15, 1975
and Subject Properties
December 15, 1975.... Series EE Bonds and Subject February 1, 1976
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 and Subject February 15, 1977
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>
24
<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, Series QQP October 15, 1978
Nos. 1-9 Bonds and Subject
Properties
October 15, 1978..... Series RR Bonds and Subject March 15, 1979
Properties
March 15, 1979....... Series SS Bonds and Subject July 1, 1979
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
</Table>
25
<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 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
February 29, 1992.... 1992 Series AP April 15, 1992
April 15, 1992....... Series KKP No. 13 July 15, 1992
July 15, 1992........ 1992 Series CP November 30, 1992
July 31, 1992........ 1992 Series D November 30, 1992
</Table>
26
<Table>
<Caption>
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
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
</Table>
27
<Table>
<Caption>
RECORDED AND/OR
FILED AS SET FORTH IN
SUPPLEMENTAL PURPOSE OF SUPPLEMENTAL
INDENTURE SUPPLEMENTAL INDENTURE
DATED AS OF INDENTURE DATED AS OF:
------------ ------------ ---------------------
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.
28
RECORDING OF
CERTIFICATES OF
PROVISION FOR
PAYMENT. All the bonds of Series A which were issued under the
Original Indenture dated as of October 1, 1924, and of
Series B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R,
S, W, Y, Z, AA, BB, CC, DDP Nos. 1-9, FFR Nos. 1-14, GGP
Nos. 1-22, HH, IIP Nos. 1-22, JJP Nos. 1-8, KKP Nos. 1-9,
LLP Nos. 1-15, NNP Nos. 1-21, OOP Nos. 1-18, QQP Nos.
1-17, TTP Nos. 1-15, UU, 1980 Series A, 1980 Series CP
Nos. 1-25, 1980 Series DP Nos. 1-11, 1981 Series AP Nos.
1-16, 1984 Series AP, 1984 Series BP, 1985 Series A, 1985
Series B, 1987 Series A, PP, RR, EE, MMP, MMP No. 2, 1989
Series A 1990 Series A, 1993 Series D, 1993 Series G and
1993 Series H 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 April 26, 1992 and September 15, 1992 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
CONDITIONS OF
ACCEPTANCE OF TRUST
BY TRUSTEE. The Trustee hereby accepts the trust hereby declared and
provided, and agrees to perform the same upon the terms
and conditions in the Original Indenture, as amended to
date and as supplemented by this Supplemental Indenture,
and in this
29
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
SECTION 318(C)
OF TRUST
INDENTURE ACT. Except to the extent specifically provided therein, no
provision of this supplemental indenture or any future
supplemental indenture is intended to modify, and the
parties do hereby adopt and confirm, the provisions of
Section 318(c) of the Trust Indenture Act which amend and
supercede provisions of the Indenture in effect prior to
November 15, 1990.
EXECUTION IN
COUNTERPARTS. THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY
EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN
SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE
SAME INSTRUMENT.
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>
THE DETROIT EDISON COMPANY,
(Corporate Seal) By
----------------------
N.A. Khouri
Vice President
Treasurer
</Table>
30
EXECUTION. Attest:
---------------------------------------
Jack L. Somers
Assistant Corporate Secretary
Signed, sealed and delivered by THE
DETROIT EDISON COMPANY, in the presence
of
---------------------------------------
K. Hier
---------------------------------------
Wayne Ginste, Jr.
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
ACKNOWLEDGMENT
OF EXECUTION BY
COMPANY. On this 31st day of August, 2001, before me, the
subscriber, a Notary Public within and for the County of
Wayne, in the State of Michigan, personally appeared N.A.
Khouri, to me personally known, who, being by me duly
sworn, did say that he does business at 2000 2nd Avenue,
Detroit, Michigan 48226 and is the Vice President
Treasurer of THE DETROIT EDISON COMPANY, one of the
corporations described in and which executed the foregoing
instrument; that he knows the corporate seal of the said
corporation and that the seal affixed to said instrument
is the corporate seal of said corporation; and that said
instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors and
that he subscribed his name thereto by like authority; and
said N.A. Khouri, acknowledged said instrument to be the
free act and deed of said corporation.
<Table>
------------------------------------------------
(Notarial Seal)
</Table>
31
<Table>
FIRST CHICAGO TRUST COMPANY OF
New York,
(Corporate Seal) By
---------------------------------
Steven M. Wagner
Vice President
</Table>
Attest:
---------------------------------------
Signed, sealed and delivered by FIRST
CHICAGO TRUST COMPANY of New York, in
the presence of
---------------------------------------
---------------------------------------
STATE OF ILLINOIS
SS.:
COUNTY OF COOK
ACKNOWLEDGMENT
OF EXECUTION BY
TRUSTEE. On this day of , 2001, before me, the
subscriber, a Notary Public within and for the County of
Cook, in the State of Illinois, personally appeared Steven
M. Wagner, to me personally known, who, being by me duly
sworn, did say that his business office is located at 1
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>
------------------------------------------------
(Notarial Seal)
</Table>
32
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
AFFIDAVIT AS TO
CONSIDERATION AND
GOOD FAITH. N.A. Khouri, being duly sworn, says: that he is the Vice
President and Treasurer of THE DETROIT EDISON COMPANY, the
Mortgagor named in the foregoing instrument, and that he
has knowledge of the facts in regard to the making of said
instrument and of the consideration therefor; that the
consideration for said instrument was and is actual and
adequate, and that the same was given in good faith for
the purposes in such instrument set forth.
<Table>
------------------------------------------------
N.A. Khouri
</Table>
Sworn to before me this 31st day of August, 2001
This instrument was drafted by Frances B. Rohlman, Esq., 2000 2nd Avenue,
Detroit, Michigan 48226