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EXHIBIT 10.1
THE DETROIT EDISON COMPANY
Re:First
Amendment to Note Purchase Agreement dated as of July 22, 2005
Dated as of September 29, 2005
To the institutional investors (the
"Purchasers")
Named in Schedule A to the hereinafter
described Note Purchase Agreement
Ladies and Gentlemen:
Reference
is made to the Note Purchase Agreement dated as of July 22,
2005
(the "Note Purchase Agreement") between the
Company and each of you under and
pursuant to which the Company has issued
and sold $100,000,000 aggregate
principal amount of 2005 Series C 5.19%
Senior Notes due October 1, 2023 (the
"Notes") on the date hereof. Terms used but
not otherwise defined herein shall
have the same meaning as ascribed to such
terms in the Note Purchase Agreement.
At the
time of execution of the Note Purchase Agreement, the Company
and
the Purchasers expected that the Notes
would be issued pursuant to a Seventeenth
Supplemental Indenture which is attached as
Exhibit A to the Note Purchase
Agreement. Subsequent to the execution and
delivery of the Note Purchase
Agreement, the Company issued a series of
notes pursuant
