EXHIBIT 4.2
Form of Supplemental Indenture
(Mortgage) for General and Refunding
Mortgage Bonds (including Form
of Mortgage Bonds).
THE DETROIT EDISON COMPANY
(2000 Second Avenue,
Detroit, Michigan 48226)
TO
BANK ONE, NATIONAL ASSOCIATION
(1 Bank One Plaza
Chicago, Illinois 60670-0823)
AS TRUSTEE
------------------------
FORM OF INDENTURE
Dated as of
------------------------
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) GENERAL AND REFUNDING MORTGAGE BONDS, SERIES , DUE
AND
(B) RECORDING AND FILING DATA
i
TABLE OF CONTENTS*
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<Table>
<Caption>
PAGE
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PARTIES.............................................................. 1
RECITALS
Original Indenture and Supplementals............................... 1
Issue of Bonds under Indenture..................................... 1
Bonds heretofore issued............................................ 1
Reason for creation of new series.................................. 5
Indenture to be Amended and Bonds to be 20 Series ............... 6
Further Assurance.................................................. 6
Authorization of Supplemental Indenture............................ 6
Consideration for Supplemental Indenture........................... 6
PART I.
CREATION OF
SERIES OF BONDS
GENERAL AND REFUNDING MORTGAGE BONDS,
20 SERIES
Sec. 1. Terms of Bonds of 20 Series ............................... 7
Sec. 2. Redemption of Bonds of 20 Series .......................... 8
Exchange and transfer........................................ 9
Sec. 3. Consent...................................................... 9
Sec. 4. Form of Bonds of 20 Series ................................ 10
Form of Trustee's Certificate................................ 14
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture........................... 15
Recording and filing of Supplemental Indentures...................... 15
Recording of Certificates of Provision for Payment................... 19
PART III.
THE TRUSTEE
Terms and conditions of acceptance of trust by Trustee............... 19
PART IV.
MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture Act................ 19
Execution in Counterparts............................................ 19
Testimonium.......................................................... 20
Execution............................................................ 20
Acknowledgment of execution by Company............................... 20
Acknowledgment of execution by Trustee............................... 21
Affidavit as to consideration and good faith......................... 22
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* This Table of Contents shall not have any bearing upon the interpretation of
any of the terms or provisions of this Indenture.
1
<Table>
PARTIES. SUPPLEMENTAL INDENTURE, dated as of the day of , in the year
, between THE DETROIT EDISON
COMPANY, a corporation organized and existing under the laws of the State
of Michigan and a public utility (hereinafter called the "Company"),
party of the first part, and Bank One, National Association, a trust
company organized and existing under the laws of the State of Ohio,
having its corporate trust office at 1 Bank One Plaza, in the City of
Chicago, the State of Illinois as successor Trustee under the Mortgage
and Deed of Trust hereinafter mentioned (hereinafter called the
"Trustee"), party of the second part.
ORIGINAL WHEREAS, the Company has heretofore executed and delivered its Mortgage
INDENTURE AND and Deed of Trust (hereinafter referred to as the "Original Indenture"),
SUPPLEMENTALS. 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, 1995, December 1, 1994,
August 1, 1995, August 1, 1999, August 15, 1999 and January 1, 2000,
April 15, 2000, August 1, 2000, March 15, 2001, May 1, 2001, August 15, 2001
and September 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
ISSUE OF WHEREAS, the Indenture provides that said bonds shall be issuable in one
BONDS UNDER or more series, and makes provision that the rates of interest and dates
INDENTURE. for the payment thereof, the date of maturity or dates of maturity, if of
serial maturity, the terms and rates of optional redemption (if
redeemable), the forms of registered bonds without coupons of any series
and any other provisions and agreements in respect thereof, in the
Indenture provided and permitted, as the Board of Directors may determine,
may be expressed in a supplemental indenture to be made by the Company to
the Trustee thereunder; and
BONDS HERETOFORE WHEREAS, bonds in the principal amount of
ISSUED. dollars ($ ) have
heretofore been issued under the indenture as follows, viz:
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<Table>
<Caption>
[Update As Necessary]
(1) Bonds of Series A -- Principal Amount $26,016,000,
(2) Bonds of Series B -- Principal Amount $23,000,000,
(3) Bonds of Series C -- Principal Amount $20,000,000,
(4) Bonds of Series D -- Principal Amount $50,000,000,
(5) Bonds of Series E -- Principal Amount $15,000,000,
(6) Bonds of Series F -- Principal Amount $49,000,000,
(7) Bonds of Series G -- Principal Amount $35,000,000,
(8) Bonds of Series H -- Principal Amount $50,000,000,
(9) Bonds of Series I -- Principal Amount $60,000,000,
(10) Bonds of Series J -- Principal Amount $35,000,000,
(11) Bonds of Series K -- Principal Amount $40,000,000,
</Table>
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(12) Bonds of Series L -- Principal Amount $24,000,000,
(13) Bonds of Series M -- Principal Amount $40,000,000,
(14) Bonds of Series N -- Principal Amount $40,000,000,
(15) Bonds of Series O -- Principal Amount $60,000,000,
(16) Bonds of Series P -- Principal Amount $70,000,000,
(17) Bonds of Series Q -- Principal Amount $40,000,000,
(18) Bonds of Series W -- Principal Amount $50,000,000,
(19) Bonds of Series AA -- Principal Amount $100,000,000,
(20) Bonds of Series BB -- Principal Amount $50,000,000,
(21) Bonds of Series CC -- Principal Amount $50,000,000,
(22) Bonds of Series UU -- Principal Amount $100,000,000,
(23-31) Bonds of Series DDP Nos. 1-9 -- Principal Amount $14,305,000,
(32-45) Bonds of Series FFR Nos. 1-14 -- Principal Amount $45,600,000,
(46-67) Bonds of Series GGP Nos. 1-22 -- Principal Amount $42,300,000,
(68) Bonds of Series HH -- Principal Amount $50,000,000,
(69-90) Bonds of Series IIP Nos. 1-22 -- Principal Amount $3,750,000,
(91-98) Bonds of Series JJP Nos. 1-8 -- Principal Amount $6,850,000,
(99-107) Bonds of Series KKP Nos. 1-9 -- Principal Amount $34,890,000,
(108-122) Bonds of Series LLP Nos. 1-15 -- Principal Amount $8,850,000,
(123-143) Bonds of Series NNP Nos. 1-21 -- Principal Amount $47,950,000,
(144-161) Bonds of Series OOP Nos. 1-18 -- Principal Amount $18,880,000,
(162-180) Bonds of Series QQP Nos. 1-19 -- Principal Amount $13,650,000,
(181-195) Bonds of Series TTP Nos. 1-15 -- Principal Amount $3,800,000,
(196) Bonds of 1980 Series A -- Principal Amount $50,000,000,
(197-221) Bonds of 1980 Series CP Nos. 1-25 -- Principal Amount $35,000,000,
(222-232) Bonds of 1980 Series DP Nos. 1-11 -- Principal Amount $10,750,000,
(233-248) Bonds of 1981 Series AP Nos. 1-16 -- Principal Amount $124,000,000,
(249) Bonds of 1985 Series A -- Principal Amount $35,000,000,
(250) Bonds of 1985 Series B -- Principal Amount $50,000,000,
(251) Bonds of Series PP -- Principal Amount $70,000,000,
(252) Bonds of Series RR -- Principal Amount $70,000,000,
(253) Bonds of Series EE -- Principal Amount $50,000,000,
(254-255) Bonds of Series MMP and MMP No. 2 -- Principal Amount $5,430,000,
(256) Bonds of Series T -- Principal Amount $75,000,000,
(257) Bonds of Series U -- Principal Amount $75,000,000,
(258) Bonds of 1986 Series B -- Principal Amount $100,000,000,
(259) Bonds of 1987 Series D -- Principal Amount $250,000,000,
(260) Bonds of 1987 Series E -- Principal Amount $150,000,000,
(261) Bonds of 1987 Series C -- Principal Amount $225,000,000,
(262) Bonds of Series V -- Principal Amount $100,000,000,
(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
(283) Bonds of 1993 Series G -- Principal Amount $225,000,000
(284) Bonds of 1993 Series K -- Principal Amount $160,000,000
(285) Bonds of 1991 Series EP -- Principal Amount $41,480,000
(286) Bonds of 1993 Series H -- Principal Amount $50,000,000
(287) Bonds of 1999 Series D -- Principal Amount $40,000,000
(288) Bonds of 1991 Series FP -- Principal Amount $98,375,000
all of which have either been retired and cancelled, or no longer
represent obligations of the Company, having been called for redemption
and funds necessary to effect the payment, redemption and retirement
thereof having been deposited with the Trustee as a special trust fund to
be applied for such purpose;
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(289-294) 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;
(295) 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 twenty-three
million seven hundred eight thousand dollars ($123,708,000)
principal amount have heretofore been retired and One hundred
thirty-three million two hundred twenty-four thousand dollars
($133,224,000) principal amount are outstanding at the date
hereof;
(296) 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-four million four hundred forty-
seven thousand dollars ($44,447,000) principal amount have
heretofore been retired and Forty-one million twenty-eight
thousand dollars ($41,028,000) principal amount are outstanding
at the date hereof;
(297) 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;
(298) 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;
(299) 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;
(300) 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;
(301) 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;
(302) 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;
(303) Bonds of 1992 Series D in the principal amount of Three
hundred million dollars ($300,000,000), of which One hundred
sixty-six million four hundred ninety-five thousand dollars
($166,495,000) principal amount have heretofore been retired
and
</Table>
4
One hundred thirty-three million five hundred five thousand
($133,505,000) principal amount are outstanding at the date
hereof;
(304) 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;
(305) 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;
(306) Bonds of 1993 Series C in the principal amount of Two
hundred twenty-five million dollars ($225,000,000), of which
One hundred fifty-five million eight hundred fifty thousand
dollars ($155,850,000) principal amount have heretofore been
retired and Sixty-nine million one hundred fifty-thousand
dollars ($69,150,000) principal amount are outstanding at the
date hereof;
(307) Bonds of 1993 Series E in the principal amount of Four
hundred million dollars ($400,000,000), of which Two hundred
fifty-eight million one hundred twenty-five thousand dollars
($258,125,000) principal amount have heretofore been retired
and One hundred forty-one million eight hundred seventy-five
thousand dollars ($141,875,000) principal amount are
outstanding at the date hereof;
(308) 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;
(309) Bonds of 1993 Series J in the principal amount of Three
hundred million dollars ($300,000,000), of which One hundred
ninety-seven million three hundred ninety-five thousand dollars
($197,395,000) principal amount have heretofore been retired
and One hundred two million six hundred five thousand dollars
($102,605,000) principal amount are outstanding at the date
hereof;
(310) 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;
(311) 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;
(312) 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;
(313) 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;
(314) 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;
(315) 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;
(316) 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;
5
(317) 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;
(318) 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;
(319) 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;
(320) 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;
(321) Bonds of 2000 Series A in the principal amount of Two
Hundred Twenty million dollars ($220,000,000) of which One
hundred twenty-three million eight hundred ninety-five thousand
dollars ($123,895,000) principal amount have heretofore been
retried and Seventy-six million one hundred five thousand
dollars ($76,105,000) 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;
and
(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;
(325) Bonds of 2001 Series CP in the principal amount of One
hundred thirty-nine million eight hundred fifty-five thousand
dollars ($139,855,000), all of which are outstanding at the
date hereof;
(326) Bonds of 2001 Series D in the principal amount of Two
hundred million dollars ($200,000,000), all of which are
outstanding at the date hereof;
(327) Bonds of 2001 Series E in the principal amount of Five
hundred million dollars ($500,000,000), all of which are
outstanding at the date hereof; and
accordingly, the Company has issued and has presently
outstanding ____________ aggregate principal amount of its
General and Refunding Mortgage Bonds (the "Bonds") at the date
hereof; and
REASON FOR WHEREAS, the Company desires to issue and sell a new series
CREATION OF of bonds to be issued under the Indenture in the aggregate
NEW SERIES. principal amount of up to million dollars ($ )
to be authenticated and delivered pursuant to Section of
Article of the Indenture; and
6
<Table>
INDENTURE TO BE WHEREAS, the Company desires by this Supplemental Indenture to agree
AMENDED AND BONDS with the Trustee to amend the Indenture and to create such new series of
TO BE bonds, to be designated "General and Refunding Mortgage Bonds, 20 Series
SERIES . "; and
FURTHER WHEREAS, the Original Indenture, by its terms, includes in the
ASSURANCE. property subject to the lien thereof all of the estates and properties,
real, personal and mixed, rights, privileges and franchises of every
nature and kind and wheresoever situate, then or thereafter owned or
possessed by or belonging to the Company or to which it was then or at any
time thereafter might be entitled in law or in equity (saving and
excepting, however, the property therein specifically excepted or released
from the lien thereof), and the Company therein covenanted that it would,
upon reasonable request, execute and deliver such further instruments as
may be necessary or proper for the better assuring and confirming unto the
Trustee all or any part of the trust estate, whether then or thereafter
owned or acquired by the Company (saving and excepting, however, property
specifically excepted or released from the lien thereof); and
AUTHORIZATION OF WHEREAS, the Company in the exercise of the powers and authority
SUPPLEMENTAL conferred upon and reserved to it under and by virtue of the provisions of
INDENTURE. the Indenture, and pursuant to resolutions of its Board of Directors has
duly resolved and determined to make, execute and deliver to the Trustee a
supplemental indenture in the form hereof for the purposes herein
provided; and
WHEREAS, all conditions and requirements necessary to make this
Supplemental Indenture a valid and legally binding instrument in
accordance with its terms have been done, performed and fulfilled, and the
execution and delivery hereof have been in all respects duly authorized;
CONSIDERATION FOR NOW, THEREFORE, THIS INDENTURE WITNESSETH: That The Detroit Edison
SUPPLEMENTAL Company, in consideration of the premises and of the covenants contained
INDENTURE. in the Indenture and of the sum of One Dollar ($1.00) and other good and
valuable consideration to it duly paid by the Trustee at or before the
ensealing and delivery of these presents, the receipt whereof is hereby
acknowledged, hereby covenants and agrees to and with the Trustee and its
successors in the trusts under the Original Indenture and in said
indentures supplemental thereto as follows:
</Table>
7
<Table>
<Caption>
PART I.
CREATION OF
SERIES OF BONDS.
GENERAL AND REFUNDING MORTGAGE BONDS,
20 SERIES
TERMS OF BONDS SECTION 1. The Company hereby creates the
OF 20 SERIES . series of bonds to be issued under and secured by the
Original Indenture as amended to date and as further amended by this
Supplemental Indenture, to be designated, and to be distinguished from the
bonds of all other series, by the title "General and Refunding Mortgage
Bonds, 20 Series " (elsewhere herein referred to as the "bonds of 20
Series "). The aggregate principal amount of bonds of 20 Series shall
be limited to million dollars ($ ), except as
provided in Sections 7 and 13 of Article II of the Original Indenture with
respect to exchanges and replacements of bonds.
The bonds of 20 Series shall mature on and shall be
issued as registered bonds without coupons in denominations of $1,000 and
any multiple thereof, and shall bear interest, payable [semi-annually] on
and of each year (commencing on ), at the
rate of per centum ( %) per annum [if variable
rate, insert variable rate provisions] until the principal 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. Except as otherwise specifically provided in
this Supplemental Indenture, the principal of and interest on the bonds of
20 Series shall be payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, The State of New York in any
coin or currency of the United States of America which at the time of
payment is legal tender for public and private debts. The interest on
bonds of 20 Series , whether in temporary or definitive form, shall be
payable without presentation of such bonds and (subject to the provisions
of this Section 1) only to or upon the written order of the registered
holders thereof.
Each bond of 20 Series shall be dated the date of its authentication
and interest shall be payable on the principal represented thereby from
the or next preceding the date thereof to which interest
has been paid on bonds of 20 Series , 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 , in which case interest shall be
payable from on the bond of 20 Series originally
evidencing the debt represented thereby.
The bonds of 20 Series in definitive form shall be, at the election
of the Company, fully engraved or shall be lithographed or printed in
authorized denominations as aforesaid and numbered 1 and upwards (with
such further designation as may be appropriate and desirable to indicate
by such designation the form, series and denomination of bonds of 20
Series ). Until bonds of 20 Series 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 20
Series in temporary form, as provided in Section 10 of Article II of the
Indenture. Temporary bonds of 20 Series , if any, may be printed and may
be issued in authorized denominations in substantially the form of
definitive bonds of 20 Series , but without a recital of redemption
prices and with such omissions, insertions and variations as may be
appropriate for temporary bonds, all as may be determined by the Company.
Interest on any bond of 20 Series which is payable on any interest
payment date and is punctually paid or duly provided for shall be paid to
the person in whose name that bond, or any previous bond to the extent
evidencing the same debt as that evidenced by that bond, is registered at
the close of business on the regular record date for such interest, which
regular record date shall be the day of or as the
case may be (whether or not a business day) next preceding such interest
payment date. If the Company shall default in the payment of the interest
due on any interest payment date on the principal represented by any bond
of 20 Series ,
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8
<Table>
such defaulted interest shall forthwith cease to be payable to the
registered holder of that bond on the relevant regular record date by
virtue of his having been such holder, and such defaulted interest may be
paid to the registered holder of that bond (or any bond or bonds of 20
Series issued upon transfer or exchange thereof) on the date of payment
of such defaulted interest or, at the election of the Company, to the
person in whose name that bond (or any bond or bonds of 20 Series issued
upon transfer or exchange thereof) is registered on a subsequent record
date established by notice given by mail by or on behalf of the Company to
the holders of bonds of 20 Series not less than ten (10) days preceding
such subsequent record date, which subsequent record date shall be at
least five (5) days prior to the payment date of such defaulted interest.
[If bonds are to be used as collateral for other securities, insert
collateral and related provisions]
REDEMPTION OF SECTION 2. The bonds of 20 Series shall be redeemable prior to
BONDS OF 20 stated maturity, at the election of the Company on any date prior to
SERIES . maturity, as a whole, or in part from time to time, by lot, at the
following redemption prices (expressed as percentages of the principal
amount thereof) plus in each case accrued interest to the date fixed for
redemption:
</Table>
<Table>
<Caption>
IF REDEEMED IF REDEEMED
DURING 12 MONTH REDEMPTION DURING 12 MONTH REDEMPTION
PERIOD ENDING PRICE PERIOD ENDING PRICE
--------------- ---------- --------------- ----------
</Table>
provided, however, that prior to no bonds
of 20 Series may be redeemed, directly or indirectly,
from or in anticipation of the proceeds of any refunding
operation involving borrowing, at an interest cost to the
Company, computed in accordance with generally accepted
financial practice, of less than % per annum.
The bonds of 20 Series shall be redeemable as aforesaid
and except as otherwise provided herein, and as specified
in Article IV of the Indenture upon giving notice
of such redemption by first class mail, postage prepaid, by
or on behalf of the Company at least thirty (30) days, but
not more than ninety (90) days, prior to the date fixed for
redemption to the registered holders of bonds of 20 Series
so called for redemption at their last respective addresses
appearing on the register thereof, but failure to mail such
notice to the registered holders of any bonds of 20 Series
designated for redemption shall not affect the validity of
any such redemption of any other bonds of such series.
Interest shall cease to accrue on any bonds of 20 Series
(or any portion thereof) so called for redemption from and
after the date fixed for redemption if payment sufficient
to redeem the bonds of 20 Series (or such portion)
designated for redemption has been duly provided for. Bonds
of 20 Series redeemed in part only shall be in amounts of
$1,000 or any multiple thereof.
If the giving of the notice of redemption shall have
been completed, or if provision satisfactory to the Trustee
for the giving of such notice shall have been made, and if
the Company shall have deposited with the Trustee in trust
funds (which shall have become available for payment to the
holders of the bonds of 20 Series so to be redeemed)
sufficient to redeem bonds of 20 Series in whole or in
part, on the date fixed for redemption, then all
obligations of the Company in respect of such bonds (or
portions thereof) so to be redeemed and interest due or to
become due thereon shall cease and be discharged and the
holders of such bonds of 20 Series (or portions thereof)
shall
9
<Table>
thereafter be restricted exclusively to such funds for any and all claims
of whatsoever nature on their part under the Indenture or in respect of
such bonds (or portions thereof) and interest.
The bonds of 20 Series [shall] [not] be entitled to or subject to any
sinking fund.
EXCHANGE AND At the option of the registered holder, any bonds of 20 Series , upon
TRANSFER. surrender thereof for cancellation at the office or agency of the Company
in the Borough of Manhattan, The City of New York, The State of New York,
together with a written instrument of transfer (if so required by the
Company or by the Trustee) in form approved by the Company duly executed
by the holder or by its duly authorized attorney, shall be exchangeable
for a like aggregate principal amount of bonds of 20 Series of other
authorized denominations, upon the terms and conditions specified herein
and in Section 7 of Article II of the Indenture. Bonds of 20 Series
shall be transferable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, The State of New York. The
Company waives its rights under Section 7 of Article II of the Indenture
not to make exchanges or transfers of bonds of 20 Series during any
period of ten (10) days next preceding any interest payment date for such
bonds.
Bonds of 20 Series , in definitive and temporary form, may bear such
legends as may be necessary to comply with any law or with any rules or
regulations made pursuant thereto or with the rules or regulations of any
stock exchange or to conform to usage with respect thereto.
CONSENT. SECTION 3. The holders of bonds of the 20 Series consent that the
Company may, but shall not be obligated to, fix a record date for the
purpose of determining the holders of bonds of 20 Series entitled to
consent to any amendment, supplement or waiver. If a record date is fixed,
those persons who were holders at such record date (or their duly
designated proxies), and only those persons, shall be entitled to consent
to such amendment, supplement or waiver or to revoke any consent
previously given, whether or not such persons continue to be holders after
such record date. No such consent shall be valid or effective for more
than 90 days after such record date.
</Table>
10
<Table>
FORM OF SECTION 4. The bonds of 20 Series and the form of Trustee's Certificate
BONDS OF to be endorsed on such bonds shall be substantially in the following
20 SERIES . forms, respectively:
[FORM OF FACE OF BOND]
THE DETROIT EDISON COMPANY
GENERAL AND REFUNDING MORTGAGE BOND
20 Series ,[ %] due
[$ IF REGISTERED No.
THE DETROIT EDISON COMPANY (hereinafter called the "Company"), a
corporation of the State of Michigan, for value received, hereby promises
to pay to or registered assigns, at its office or
agency in the Borough of Manhattan, The City and State of New York, the
principal sum of in lawful money of the United States of America
on the day of , and to pay interest thereon at the rate
specified in the title hereof, at such office or agency, in like lawful
money, from , and after the first interest payment on bonds
of this Series has been made or otherwise provided for, from the most
recent date to which such interest has been paid, [semi-annually] on the
day of and in each year (commencing on ),
to the person in whose name this bond is registered at the close of
business on the day of the preceding or (subject
to certain exceptions provided in the Indenture hereinafter mentioned),
until the Company's obligation with respect to payment of said principal
shall have been discharged, all as provided, to the extent and in the
manner specified in such Indenture hereinafter mentioned on the reverse
hereof and in the supplemental indenture pursuant to which this bond has
been issued.]
[$ IF BOOK-ENTRY No.
Unless and until this Bond is exchanged in whole or in part for certified
Bonds registered in the names of the various beneficial holders hereof as
then certified to the Trustee by The Depository Trust Company or its
successor (the "Depositary"), this Bond may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of
the Depositary to the Depositary or another nominee of the Depositary or
by the Depositary or any such nominee to a successor Depositary or a
nominee of such successor Depositary. Unless this certificate is presented
by an authorized representative of the Depositary to the issuer or its
agent for registration of transfer, exchange or payment, and any
certificate to be issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative of the Depositary
and any amount payable thereunder is made payable to Cede & Co. or such
other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.
This Bond may be exchanged for certificated Bonds registered in the names
of the various beneficial owners hereof only if (a) the Depositary is at
any time unwilling or unable to continue as depositary and a successor
depositary is not appointed by the issuer within 90 days, or (b) the
issuer, the Trustee and the Depositary consent to such exchange.]
Reference is hereby made to the further provisions of this bond set forth
on the reverse hereof and such further provisions shall for all purposes
have the same effect as though set forth at this place.
[If bonds are to be used as collateral for other securities, insert
collateral and related provisions]
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.
</Table>
11
IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY has caused this
instrument to be executed on its behalf by its Chairman of the Board
and its 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
Secretary or an Assistant Secretary by manual or facsimile signature.
Dated: THE DETROIT EDISON COMPANY
By
----------------------------
Chairman of the Board
----------------------------
Vice President
[SEAL] and Treasurer
Attest:
-----------------------------------------------
Secretary
12
[FORM OF REVERSE OF BOND]
This bond is one of an authorized issue of bonds of the Company,
unlimited as to amount except as provided in the Indenture hereinafter
mentioned or any indentures supplemental thereto, and is one of a
series of said bonds known as General and Refunding Mortgage Bonds, 20
Series (elsewhere herein referred to as the "bonds of 20 Series "),
limited to an aggregate principal amount of $ , 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
Bank One, National Association, a trust company of the State of Ohio,
as successor Trustee, to which Indenture and all indentures
supplemental thereto (including the Supplemental Indenture dated as of
) 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 , 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
alted in certain respects by affirmative vote of at least eighty-five
percent (85%) in principal amount of the bonds then outstanding, and,
if the rights of one or more, but less than all, series of bonds then
outstanding are to be affected by the action proposed to be taken, then
also by affirmative vote of at least eighty-five percent (85%) in
principal amount of the series of bonds so to be affected (excluding in
every instance bonds disqualified from voting by reason of the
Company's interest therein as specified in the Indenture); provided,
however, that, without the consent of the holder hereof, no such
modification or alteration shall, among other things, affect the terms
of payment of the principal of, or the interest on, this bond, which in
those respects is unconditional.
If Book-Entry
[The holder of this bond of 20 Series hereby consents that
the Company may, but shall not be obligated to, fix a record date for
the purpose of determining the holders of bonds of this series
entitled to consent to any amendment, supplement or waiver. If a
record date is fixed, those persons who were holders at such record
date (or their duly designated proxies), and only those persons, shall
be entitled to consent to such amendment, supplement or waiver or to
revoke any consent previously given, whether or not such persons
continue to be holders after such record date. No such consent shall
be valid or effective for more than 90 days after such record date.]
This bond is redeemable on giving notice of such redemption by
first class mail, postage prepaid, by or on behalf of the Company at
least thirty (30) days, but not more than ninety (90) days, prior to
the date fixed for redemption to the registered holder of this bond
at his last address appearing on the register thereof, in the manner
and upon the terms provided in the Indenture, at the election of the
Company on any date as a whole or in part by lot, from time to time,
at the following redemption prices (expressed
13
as percentages of the principal amount hereof) plus in each
case accrued interest to the date fixed for redemption:
<Table>
<Caption>
IF REDEEMED IF REDEEMED
DURING 12 MONTH REDEMPTION DURING 12 MONTH REDEMPTION
PERIOD ENDING PRICE PERIOD ENDING PRICE
--------------- ---------- --------------- ----------
</Table>
provided, however, that prior to , no bonds of 20
Series may be redeemed, directly or indirectly, from the proceeds or
in anticipation of any refunding operation involving borrowing at an
interest cost to the Company, computed in accordance with generally
accepted financial practice, of less than % per annum.
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 20 Series (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.
The bonds of 20 Series , including this bond, [shall] [not] be
entitled or subject to a sinking fund.
In case an event of default, as defined in the Indenture, shall
occur, the principal of all the bonds issued thereunder may become or
be declared due and payable, in the manner, with the effect and
subject to the conditions, provided in the Indenture.
This bond is transferable by the registered holder hereof, in person
or by his attorney duly authorized in writing, on the books of the
Company kept at its office or agency in the Borough of Manhattan,
The City and State of New York, upon surrender and cancellation of
this bond, and, thereupon, a new registered bond or bonds of the same
series of authorized denominations for a like aggregate principal
amount will be issued to the transferee or transferees in exchange
herefor, and this bond with others of like form may in like manner be
exchanged for one or more new registered bonds of the same series of
other authorized denominations, but of the same aggregate principal
amount, all as provided and upon the terms and conditions set forth in
the Indenture, and upon payment, in any event, of the charges
prescribed in the Indenture.
No recourse shall be had for the payment of the principal of, or
the interest on, this bond, or for any claim based hereon or otherwise
in respect hereof or of the Indenture, or of any indenture
supplemental thereto, against any incorporator, or against any past,
present or future stockholder, director or officer, as such, of the
Company, or of any predecessor or successor corporation, either
directly or through the Company or any such predecessor or successor
corporation, whether for amounts unpaid on stock subscriptions or by
virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise howsoever; all
such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released by
every holder or owner hereof, as more fully provided in the Indenture.
14
expressly waived and released by every holder or owner
hereof, as more fully provided in the Indenture.
[FORM OF TRUSTEE'S CERTIFICATE]
<Table>
FORM OF This bond is one of the bonds, of the series designated therein, described
TRUSTEE'S in the within-mentioned Indenture.
CERTIFICATE.
</Table>
BANK ONE, NATIONAL ASSOCIATION
as Trustee
By ..............................
Authorized Officer
15
<Table>
<Caption>
PART II.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures supplemental thereto have been
FILING OF ORIGINAL recorded and/or filed and Certificates of Provision for Payment have been
INDENTURE. 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 Indenture,
FILING OF indentures supplemental thereto heretofore entered into have been recorded
SUPPLEMENTAL as a real estate mortgage and/or filed as a chattel mortgage or as a
INDENTURES. 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
May 1, 1953(a).................... Series M Bonds March 15, 1954
and Subject Properties
March 15, 1954(a)(c).............. Series N Bonds May 15, 1955
and Subject Properties
May 15, 1955(a)(c)................ Series O Bonds August 15, 1957
and Subject Properties
August 15, 1957(a)(c)............. Series P Bonds June 1, 1959
Additional Provisions
and Subject Properties
June 1, 1959(a)(c)................ Series Q Bonds December 1, 1966
and Subject Properties
December 1, 1966(a)(c)............ Series R Bonds October 1, 1968
Additional Provisions
and Subject Properties
October 1, 1968(a)(c)............. Series S Bonds December 1, 1969
and Subject Properties
</Table>
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:
---------------------------------- ------------------------ ------------------
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 December 15, 1975
Bonds and Subject
Properties
December 15, 1975................. Series EE Bonds February 1, 1976
and Subject Properties
February 1, 1976.................. Series FFR Nos. 1-13 June 15, 1976
Bonds
June 15, 1976..................... Series GGP Nos. 1-7 July 15, 1976
Bonds and Subject
Properties
July 15, 1976..................... Series HH Bonds February 15, 1977
and Subject Properties
February 15, 1977................. Series MMP Bonds and March 1, 1977
Subject Properties
March 1, 1977..................... Series IIP Nos. 1-7 June 15, 1977
Bonds, Series JJP Nos.
1-7 Bonds, Series KKP
Nos. 1-7 Bonds and
Series LLP Nos. 1-7
Bonds
June 15, 1977..................... Series FFR No. 14 Bonds July 1, 1977
and Subject Properties
July 1, 1977...................... Series NNP Nos. 1-7 October 1, 1977
Bonds and Subject
Properties
October 1, 1977................... Series GGP Nos. 8-22 June 1, 1978
Bonds and Series OOP
Nos. 1-17 Bonds and
Subject Properties
June 1, 1978...................... Series PP Bonds, October 15, 1978
Series QQP Nos. 1-9
Bonds and Subject
Properties
October 15, 1978.................. Series RR Bonds March 15, 1979
and Subject Properties
March 15, 1979.................... Series SS Bonds July 1, 1979
and Subject Properties
</Table>
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:
---------------------------------- ------------------------ ------------------
July 1, 1979...................... Series IIP Nos. 8-22 September 1, 1979
Bonds, Series NNP Nos.
8-21 Bonds and Series
TTP Nos. 1-15 Bonds
and Subject Properties
September 1, 1979................. Series JJP No. 8 Bonds, September 15, 1979
Series KKP No. 8
Bonds, Series LLP Nos.
8-15 Bonds, Series MMP
No. 2 Bonds and Series
OOP No. 18 Bonds and
Subject Properties
September 15, 1979................ Series UU Bonds January 1, 1980
January 1, 1980................... 1980 Series A Bonds and April 1, 1980
Subject Properties
April 1, 1980..................... 1980 Series B Bonds August 15, 1980
August 15, 1980................... Series QQP Nos. 10-19 August 1, 1981
Bonds, 1980 Series CP
Nos. 1-12 Bonds and
1980 Series DP No.
1-11 Bonds and Subject
Properties
August 1, 1981.................... 1980 Series CP Nos. November 1, 1981
13-25 Bonds and
Subject Properties
November 1, 1981.................. 1981 Series AP Nos. 1-12 June 30, 1982
Bonds
June 30, 1982..................... Article XIV August 15, 1982
Reconfirmation
August 15, 1982................... 1981 Series AP Nos. June 1, 1983
13-14 and Subject
Properties
June 1, 1983...................... 1981 Series AP Nos. October 1, 1984
15-16 and Subject
Properties
October 1, 1984................... 1984 Series AP and 1984 May 1, 1985
Series BP Bonds and
Subject Properties
May 1, 1985....................... 1985 Series A Bonds May 15, 1985
May 15, 1985...................... 1985 Series B Bonds and October 15, 1985
Subject Properties
October 15, 1985.................. Series KKP No. 9 Bonds April 1, 1986
and Subject Properties
</Table>
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:
---------------------------------- ------------------------ ------------------
April 1, 1986..................... 1986 Series A and August 15, 1986
Subject Properties
August 15, 1986................... 1986 Series B and November 30, 1986
Subject Properties
November 30, 1986................. 1986 Series C January 31, 1987
January 31, 1987.................. 1987 Series A April 1, 1987
April 1, 1987..................... 1987 Series B and 1987 August 15, 1987
Series C
August 15, 1987................... 1987 Series D and 1987 November 30, 1987
Series E and Subject
Properties
November 30, 1987................. 1987 Series F June 15, 1989
June 15, 1989..................... 1989 Series A July 15, 1989
July 15, 1989..................... Series KKP No. 10 December 1, 1989
December 1, 1989.................. Series KKP No. 11 and February 15, 1990
1989 Series BP
February 15, 1990................. 1990 Series A, 1990 November 1, 1990
Series B, 1990 Series
C, 1990 Series D, 1990
Series E and 1990
Series F
November 1, 1990.................. Series KKP No. 12 April 1, 1991
April 1, 1991..................... 1991 Series AP May 1, 1991
May 1, 1991....................... 1991 Series BP and 1991 May 15, 1991
Series CP
May 15, 1991...................... 1991 Series DP September 1, 1991
September 1, 1991................. 1991 Series EP November 1, 1991
November 1, 1991.................. 1991 Series FP January 15, 1992
January 15, 1992.................. 1992 Series BP February 29, 1992
and April 15, 1992
February 29, 1992................. 1992 Series AP April 15, 1992
April 15, 1992.................... Series KKP No. 13 July 15, 1992
July 15, 1992..................... 1992 Series CP November 30, 1992
July 31, 1992..................... 1992 Series D November 30, 1992
November 30, 1992................. 1992 Series E and 1993 March 15, 1993
Series D
December 15, 1992................. Series KKP No. 14 and March 15, 1992
1989 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 September 15, 1993
Amendment 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 August 1, 1995
1994 Series DP
August 1, 1995.................... 1995 Series A Bond August 1, 1999
1995 Series DP
March 15, 2001.................... 2001 Series AP [ ]
</Table>
[Update As Necessary]
------------------------------------------
(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.
19
<Table>
RECORDING OF All the bonds of Series A which were issued under the Original
CERTIFICATES Indenture dated as of October 1, 1924, and of Series B, C, D, E, F, G, H,
OF PROVISION I, J, K, L, M, N, O, P, Q, W, Y, Z, AA, BB, CC, DDP Nos. 1-9, FFR Nos.
FOR PAYMENT. 1-14, GGP Nos. 1-22, HH, IIP Nos. 1-22, JJP Nos. 1-8, KKP Nos. 1-8, LLP
Nos. 1-15, NNP Nos. 1-21, OOP Nos. 1-18, QQP Nos. 1-17, TTP Nos. 1-15, UU,
1980 Series A, 1980 Series CP Nos. 1-25, 1980 Series DP Nos. 1-11, 1981
Series AP Nos. 1-16, 1985 Series A, 1985 Series B, 1987 Series A, PP, RR,
EE, MMP and MMP No. 2 which were issued under Supplemental Indentures
dated as of, respectively, June 1, 1925, August 1, 1927, February 1, 1931,
October 1, 1932, September 25, 1935, September 1, 1936, December 1, 1940,
September 1, 1947, November 15, 1951, January 15, 1953, May 1, 1953, March
15, 1954, May 15, 1955, August 15, 1957, December 15, 1970, 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, May 1, 1985, May 15,
1985, January 31, 1987, June 1, 1978, October 15, 1978, December 15, 1975,
February 15, 1977, and September 1, 1979 have matured or have been called
for redemption and funds sufficient for such payment or redemption have
been irrevocably deposited with the Trustee for that purpose; and
Certificates of Provision for Payment have been recorded in the offices of
the respective Registers of Deeds of certain counties in the State of
Michigan, with respect to all bonds of Series A, B, C, D, E, F, G, H, K,
L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP
No. 1, JJP No. 1, KKP No. 1, LLP No. 1 and GGP No. 8.
PART III.
THE TRUSTEE.
TERMS AND The Trustee hereby accepts the trust hereby declared and provided, and
CONDITIONS OF agrees to perform the same upon the terms and conditions in the Original
ACCEPTANCE OF Indenture, as amended to date and as supplemented by this Supplemental
TRUST BY TRUSTEE. 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 provision of
SECTION 318(C) OF this supplemental indenture or any future supplemental indenture is
TRUST INDENTURE intended to modify, and the parties do hereby adopt and confirm, the
ACT provisions of Section 318(c) of the Trust Indenture Act which amend and
supersede provisions of the Indenture in effect prior to November 15,
1990.
EXECUTION IN THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY EXECUTED IN ANY
COUNTERPARTS. 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>
20
<Table>
TESTIMONIUM. IN WITNESS WHEREOF, THE DETROIT EDISON COMPANY AND BANK ONE, NATIONAL
ASSOCIATION 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
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Name:
Title:
EXECUTION. Attest:
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Name:
Assistant Corporate Secretary
Signed, sealed and delivered by THE
DETROIT EDISON COMPANY, in the
presence of
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Name:
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Name:
<Table>
<Caption>
STATE OF MICHIGAN
SS.:
COUNTY OF WAYNE
ACKNOWLEDGMENT On this day of , before me, the subscriber, a Notary Public
OF EXECUTION within and for the County of Wayne, in the State of Michigan, personally
BY COMPANY. appeared , to me personally known, who, being by me duly
sworn, did say that he does business at 2000 Second Avenue, Detroit,
Michigan 48226 and is the 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
acknowledged said instrument to be the free act and deed of said
corporation.
</Table>
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(Notarial Seal) , Notary Public
Wayne County, MI
My Commission Expires
21
BANK ONE, NATIONAL ASSOCIATION
(Corporate Seal) By
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Name:
Title:
Attest:
----------------
Name:
Title:
Signed, sealed and delivered by
BANK ONE, NATIONAL ASSOCIATION, in the
presence of
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Name:
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Name:
<Table>
<Caption>
STATE OF NEW YORK
SS.:
COUNTY OF NEW YORK
ACKNOWLEDGMENT On this day of , before me, the subscriber, a Notary
OF EXECUTION Public within and for the County of New York, in the State of New York,
BY TRUSTEE. personally appeared , 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, 60670-0823, and he is Vice President of Bank
One, National Association, 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 acknowledged said instrument to be the free act and deed of
said corporation.
</Table>
(Notarial Seal)
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Notary Public,
No.
Qualified in
Commission Expires
22
STATE OF MICHIGAN
COUNTY OF WAYNE SS.:
<Table>
AFFIDAVIT AS TO , being duly sworn, says: that he is the
CONSIDERATION of THE DETROIT EDISON COMPANY, the Mortgagor named in the foregoing
AND GOOD FAITH. 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>
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Name
Sworn to before me this day of
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, Notary Public
Wayne County, MI
My Commission Expires
(Notarial Seal)
This instrument was drafted by