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EXHIBIT 4-206
CONFORMED COPY
THE DETROIT EDISON COMPANY
(2000 2ND AVENUE
DETROIT, MICHIGAN 48226)
ISSUER
TO
BANKERS TRUST COMPANY
(FOUR ALBANY STREET,
NEW YORK, NEW YORK 10015)
AS PRIOR TRUSTEE
AND
FIRST CHICAGO TRUST COMPANY OF NEW YORK
(14 WALL STREET, 8TH FLOOR
NEW YORK, NEW YORK 10005)
AS SUCCESSOR TRUSTEE
---------------------------
INDENTURE
DATED AS OF APRIL 15, 2000
SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST
DATED AS OF OCTOBER 1, 1924
PROVIDING FOR
(A) RECONFIRMATION OF OBLIGATIONS UNDER ARTICLE XIII
(B) RECORDING AND FILING DATA
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TABLE OF CONTENTS*
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PAGE
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PARTIES........................................... 1
RECITALS
Original Indenture and Supplementals............ 1
Bonds heretofore issued......................... 2
Reason for Supplemental Indenture............... 7
Further Assurance............................... 7
Authorization of Supplemental Indenture......... 7
Consideration for Supplemental Indenture........ 7
PART I.
RECONFIRMATION OF OBLIGATIONS OF
THE COMPANY UNDER AND BY VIRTUE
OF THE INDENTURE PURSUANT TO ARTICLE
XIII OF THE INDENTURE
Sec.1. Resignation of Prior Trustee and Appointment
of Successor Trustee.............................. 8
Sec. 2. Effectiveness of Appointment.............. 10
Sec. 3. Reconfirmation of Company Obligations..... 10
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture........ 11
Recording and filing of Supplemental Indentures... 11
Recording of Certificates of Provision for Payment 17
PART III.
THE TRUSTEE
Terms and conditions of acceptance of trust by
Successor Trustee................................. 17
PART IV.
MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture
Act............................................... 18
Execution in Counterparts......................... 18
Testimonium....................................... 19
Execution......................................... 19
Acknowledgement of execution by Company........... 19
Acknowledgement of execution by Prior Trustee..... 20
Acknowledgement of execution by Successor
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.
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PARTIES. SUPPLEMENTAL INDENTURE, dated as of April 15,
2000 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" or
"Issuer"), and BANKERS TRUST COMPANY, a banking
corporation organized and existing under the laws
of the State of New York, having its corporate
trust office at Four Albany Street, in the Borough
of Manhattan, The City and State of New York, as
Prior Trustee (hereinafter called the "Prior
Trustee" or "BTCo.") under the Mortgage and Deed
of Trust dated as of October 1, 1924 as
supplemented and amended from time to time, and
FIRST CHICAGO TRUST COMPANY OF NEW YORK, a trust
company organized under the laws of the State of
New York (hereinafter called the "Successor" or
"Successor Trustee").
ORIGINAL WHEREAS, the Company has heretofore executed
INDENTURE AND and delivered its Mortgage and Deed of Trust
SUPPLEMENTALS. (hereinafter referred to as the "Original
Indenture"), dated as of October 1, 1924, to the
Prior Trustee, for the security of all bonds of
the Company outstanding thereunder, and pursuant
to the terms and provisions of the Original
Indenture, indentures dated as of, respectively,
June 1, 1925, August 1, 1927, February 1, 1931,
June 1, 1931, October 1, 1932, September 25, 1935,
September 1, 1936, November 1, 1936, February 1,
1940, December 1, 1940, September 1, 1947, March
1, 1950, November 15, 1951, January 15, 1953, May
1, 1953, March 15, 1954, May 15, 1955, August 15,
1957, June 1, 1959, December 1, 1966, October 1,
1968, December 1, 1969, July 1, 1970, December 15,
1970, June 15, 1971, November 15, 1971, January
15, 1973, May 1, 1974, October 1, 1974, January
15, 1975, November 1, 1975, December 15, 1975,
February 1, 1976, June 15, 1976, July 15, 1976,
February 15, 1977, March 1, 1977, June 15, 1977,
July 1, 1977, October 1, 1977, June 1, 1978,
October 15, 1978, March 15, 1979, July 1, 1979,
September 1, 1979, September 15, 1979, January 1,
1980, April 1, 1980, August 15, 1980, August 1,
1981, November 1, 1981, June 30, 1982, August 15,
1982, June 1, 1983, October 1, 1984, May 1, 1985,
May 15, 1985, October 15, 1985, April 1, 1986,
August 15, 1986, November 30, 1986, January 31,
1987, April 1, 1987, August 15, 1987, November 30,
1987, June 15, 1989, July 15, 1989, December 1,
1989, February 15, 1990, November 1, 1990, April
1, 1991, May 1, 1991, May 15, 1991, September 1,
1991, November 1, 1991, January 15, 1992, February
29, 1992, April 15, 1992, July 15, 1992, July 31,
1992, November 30, 1992, December 15, 1992,
January 1, 1993, March 1, 1993, March 15, 1993,
April 1, 1993, April 26, 1993, May 31, 1993, June
30, 1993, June 30, 1993, September 15, 1993, March
1, 1994, June 15, 1994, August 15, 1994, December
1, 1994, August 1, 1995, August 1, 1999, August
15, 1999 and January 1, 2000 supplemental to the
Original Indenture, have heretofore been entered
into between the Company and the Prior Trustee
(the Original Indenture and all indentures
supplemental thereto together being hereinafter
sometimes referred to as the "Indenture"); and
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BONDS HERETOFORE WHEREAS, Bonds in the principal amount of
ISSUED. Eight billion, nine hundred thirty-two million
four hundred twenty-two thousand dollars
($8,932,422,000) have heretofore been issued under
the indenture as follows, viz:
(1) Bonds of Series A -- Principal Amount $26,016,000,
(2) Bonds of Series B -- Principal Amount $23,000,000,
(3) Bonds of Series C -- Principal Amount $20,000,000,
(4) Bonds of Series D -- Principal Amount $50,000,000,
(5) Bonds of Series E -- Principal Amount $15,000,000,
(6) Bonds of Series F -- Principal Amount $49,000,000,
(7) Bonds of Series G -- Principal Amount $35,000,000,
(8) Bonds of Series H -- Principal Amount $50,000,000,
(9) Bonds of Series I -- Principal Amount $60,000,000,
(10) Bonds of Series J -- Principal Amount $35,000,000,
(11) Bonds of Series K -- Principal Amount $40,000,000,
(12) Bonds of Series L -- Principal Amount $24,000,000,
(13) Bonds of Series M -- Principal Amount $40,000,000,
(14) Bonds of Series N -- Principal Amount $40,000,000,
(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,
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(254-255) Bonds of Series MMP and MMP -- Principal Amount $5,430,000,
No. 2
(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,
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;
(282-287) 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 Thirty-nine million seven
hundred forty-five thousand dollars ($39,745,000)
principal amount have heretofore been retired and
One hundred thirty-nine million eight hundred
forty-five thousand dollars ($139,845,000)
principal amount are outstanding at the date
hereof;
(288) Bonds of 1990 Series A in the principal
amount of One hundred ninety-four million six
hundred forty-nine thousand dollars ($194,649,000)
of which Sixty-nine million sixty-nine thousand
dollars ($69,069,000) principal amount have
heretofore been retired and One hundred
twenty-five million five hundred eighty thousand
dollars ($125,580,000) principal amount are
outstanding at the date hereof;
(289) Bonds of 1990 Series B in the principal
amount of Two hundred fifty-six million nine
hundred thirty-two thousand dollars ($256,932,000)
of which
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One hundred four million six hundred seventy-six
thousand dollars ($104,676,000) principal amount
have heretofore been retired and One hundred
fifty-two million two hundred fifty-six thousand
dollars ($152,256,000) principal amount are
outstanding at the date hereof;
(290) Bonds of 1990 Series C in the principal
amount of Eighty-five million four hundred
seventy-five thousand dollars ($85,475,000) of
which Thirty-seven million six hundred nine
thousand dollars ($37,609,000) principal amount
have heretofore been retired and Forty-seven
million eight hundred sixty-six thousand dollars
($47,866,000) principal amount are outstanding at
the date hereof;
(291) Bonds of 1991 Series AP in the principal
amount of Thirty-two million three hundred
seventy-five thousand dollars ($32,375,000), all
of which are outstanding at the date hereof;
(292) Bonds of 1991 Series BP in the principal
amount of Twenty-five million nine hundred ten
thousand dollars ($25,910,000), all of which are
outstanding at the date hereof;
(293) Bonds of 1991 Series CP in the principal
amount of Thirty-two million eight hundred
thousand dollars ($32,800,000), all of which are
outstanding at the date hereof;
(294) Bonds of 1991 Series DP in the principal
amount of Thirty-seven million six hundred
thousand dollars ($37,600,000), all of which are
outstanding at the date hereof;
(295) Bonds of 1991 Series EP in the principal
amount of Forty-one million four hundred eighty
thousand dollars ($41,480,000), all of which are
outstanding at the date hereof;
(296) Bonds of 1991 Series FP in the principal
amount of Ninety-eight million three hundred
seventy-five thousand dollars ($98,375,000), all
of which are outstanding at the date hereof;
(297) Bonds of 1992 Series BP in the principal
amount of Twenty million nine hundred seventy-five
thousand dollars ($20,975,000), all of which are
outstanding at the date hereof;
(298) Bonds of 1992 Series AP in the principal
amount of Sixty-six million dollars ($66,000,000),
all of which are outstanding at the date hereof;
(299) Bonds of 1992 Series D in the principal
amount of Three hundred
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million dollars ($300,000,000), of which
thirty-four million dollars ($34,000,000)
principal amount have heretofore been retired and
Two hundred sixty-six million ($266,000,000)
principal amount are outstanding at the date
hereof;
(300) Bonds of 1992 Series CP in the principal
amount of Thirty-five million dollars
($35,000,000), all of which are outstanding at the
date hereof;
(301) Bonds of 1989 Series BP No. 2 in the
principal amount of Thirty-six million dollars
($36,000,000), all of which are outstanding at the
date hereof;
(302) Bonds of 1993 Series C in the principal
amount of Two hundred twenty-five million dollars
($225,000,000), of which Twenty-seven million
dollars ($27,000,000) principal amount have
heretofore been retired and One hundred
ninety-eight million dollars ($198,000,000)
principal amount are outstanding at the date
hereof;
(303) Bonds of 1993 Series E in the principal
amount of Four hundred million dollars
($400,000,000), of which Two hundred six million
five hundred thousand dollars ($206,500,000)
principal amount have heretofore been retired and
One hundred ninety-three million five hundred
thousand dollars ($193,500,000) principal amount
are outstanding at the date hereof;
(304) Bonds of 1993 Series FP in the principal
amount of Five million six hundred eighty-five
thousand dollars ($5,685,000), all of which are
outstanding at the date hereof;
(305) Bonds of 1993 Series G in the principal
amount of Two hundred twenty-five million dollars
($225,000,000), of which One hundred twenty-five
million dollars ($125,000,000) principal amount
have been retired and One hundred million dollars
($100,000,000) principal amount are outstanding at
the date hereof;
(306) Bonds of 1993 Series J in the principal
amount of Three hundred million dollars
($300,000,000), of which Seventy eight million
five hundred thousand dollars ($78,500,000)
principal amount have heretofore been retired and
Two hundred twenty-one million five hundred
thousand dollars ($221,500,000) principal amount
are outstanding at the date hereof;
(307) Bonds of 1993 Series IP in the principal
amount of Five million eight hundred twenty-five
thousand dollars ($5,825,000), all of which are
outstanding at the date hereof;
(308) Bonds of 1993 Series AP in the principal
amount of Sixty-five million dollars
($65,000,000), all of which are outstanding at the
date hereof;
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(309) Bonds of 1993 Series H in the principal
amount of Fifty million dollars ($50,000,000), all
of which are outstanding at the date hereof;
(310) Bonds of 1993 Series K in the principal
amount of One hundred sixty million dollars
($160,000,000), all of which are outstanding at
the date hereof;
(311) Bonds of 1994 Series AP in the principal
amount of Seven million five hundred thirty-five
thousand dollars ($7,535,000), all of which are
outstanding at the date hereof;
(312) Bonds of 1994 Series BP in the principal
amount of Twelve million nine hundred thirty-five
thousand dollars ($12,935,000), all of which are
outstanding at the date hereof;
(313) Bonds of 1994 Series C in the principal
amount of Two hundred million dollars
($200,000,000), all of which 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 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; and
(320) Bonds of 1999 Series D in the principal
amount of Forty million dollars
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($40,000,000), all of which are outstanding at the
date hereof; and
(321) Bonds of 2000 Series A in the principal
amount of Two Hundred Twenty million dollars
($220,000,000), all of which are outstanding at
the date hereof; and
accordingly, the Company has issued and has
presently outstanding Three billion five million
five hundred eighty-seven thousand dollars
($3,005,587,000) aggregate principal amount of its
General and Refunding Mortgage Bonds (the "Bonds")
at the date hereof; and
REASONS FOR WHEREAS, THE DETROIT EDISON COMPANY, Bankers
SUPPLEMENTAL Trust Company and First Chicago Trust Company of
INDENTURE. New York entered into an Instrument of
Resignation, Appointment and Acceptance dated
April 14, 2000 in order to appoint a successor
trustee pursuant to Article XIII of the Indenture;
and
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 DETROIT EDISON
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
FURTHER therein specifically excepted or released from the
ASSURANCE. lien thereof), and the Original Indenture provides
that upon reasonable request, the Company execute
and deliver such further instruments as may be
necessary or proper for the better assuring and
confirming unto a successor trustee, including the
Successor Trustee all or any part of the trust
estate, whether then or thereafter owned or
acquired by THE DETROIT EDISON 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
SUPPLEMENTAL powers and authority conferred upon and reserved
INDENTURE. 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
Successor Trustee this supplemental indenture in
the form hereof for the purposes herein provided;
and
CONSIDERATION FOR WHEREAS, all conditions and requirements
SUPPLEMENTAL necessary to make this supplemental Indenture a
INDENTURE. 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.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
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 consideration to it duly
paid by the Successor Trustee at on or before the
ensealing and delivery of these presents, the
receipt whereof is hereby acknowledged, hereby
covenants and agrees to and with the Prior Trustee
and the Successor Trustee under the Original
Indenture and in said indentures supplemental
thereto as follows:
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PART I.
Reconfirmation of Obligations of the Company
Under and by Virtue of the Indenture Pursuant
To Article XIII of the Indenture
SECTION 1. The Company is a party to an
RESIGNATION OF PRIOR Instrument of Resignation, Appointment and
TRUSTEE AND Acceptance dated April 14, 2000, as set forth in
APPOINTMENT OF relevant part below (the " Instrument"):
SUCCESSOR TRUSTEE.
The Instrument was entered into as of the 14th day
of April, 2000, among the Company, the Prior
Trustee and the Successor Trustee. All capitalized
terms used herein and not otherwise defined shall
have the meaning attributed to them in the
Indenture.
WHEREAS, Article XIII, Section 1 of the
Indenture provides that BTCo. may resign at any
time and be discharged of the trust created by the
Indenture by giving written notice thereof to the
Issuer and by issuing notice of resignation to the
holders of the Bonds; and
WHEREAS, BTCo., pursuant to the provision of
Article XIII Section 1 of the Indenture, gave
written notice of its resignation to the Issuer on
April 14, 2000 and the notice of resignation by
BTCo. as Trustee has been mailed to the holders of
the Bonds and published in accordance with the
provisions of the Indenture; and
WHEREAS, THE RESIGNATION BY BTCo. created a
vacancy in the office of the Trustee; and
WHEREAS, Article XIII, Section 3 of the
Indenture further provides that the Issuer shall
promptly appoint a successor Trustee to fill a
vacancy in the office of Trustee under the
Indenture; and
WHEREAS, the Issuer desired to appoint
Successor, as successor Trustee under the
Indenture; and
WHEREAS, Successor was willing to accept such
appointment as successor Trustee on the terms and
conditions set forth in the Instrument and under
the Indenture.
NOW THEREFORE, pursuant to the provisions of
the Indenture and in consideration of the
covenants in the Instrument, it was agreed among
the Issuer, BTCo. and Successor as follows:
1. BTCo. resigned as Trustee pursuant to
the provisions of Article XIII, Section
1 of the Mortgage and Deed of Trust
dated as of October 1, 1924 (as
supplemented and amended from time to
time.)
2. The Issuer accepted the resignation of
BTCo. as Trustee and, pursuant to the
authority vested in it by Article XIII,
Section 3 of the Indenture and by
resolution of its Board of Directors
dated December 1, 1999, appointed
Successor, as successor Trustee under
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the Indenture, with all the estates,
properties, rights, powers, trusts,
duties and obligations heretofore vested
in BTCo. as Trustee under the Indenture,
and designated the Corporate Trust
Office of Successor presently located at
14 Wall Street, 8th Floor, New York, New
York 10005, as the office or agency of
the Issuer in New York, New York where
the bonds may be presented for payment,
registration, transfer and exchange and
as the office where notices and demands
to or upon the Issuer in respect of the
Indenture or Bonds may be served.
BTCo.'s resignation as Trustee and
Successor's appointment and acceptance
as successor Trustee, became effective
on April 15, 2000.
3. The Issuer represented and warranted
that:
(a) it is validly organized and
existing under the laws of the
state of its incorporation;
(b) the Instrument has been duly
authorized, executed and
delivered on behalf of the
Issuer and constitutes a legal,
valid and binding obligation;
(c) the Bonds were validly and
lawfully issued;
(d) it has performed or fulfilled
each covenant, agreement and
condition on its part to be
performed or fulfilled under
the Indenture;
(e) it has no knowledge of the
existence of any default, or
any Event of Default (as
defined in the Indenture), or
any event, which upon notices
or passage of time of both
would become an Event of
Default, under the Indenture;
(f) it has not appointed any
registrar or paying agents
under the Indenture other than
BTCo.;
(g) it will continue to perform the
obligations undertaken by it
under the Indenture; and
(h) it has mailed or will cause to
be mailed to each Bondholder
and published a Notice of
Appointment of Successor
Trustee in accordance with the
provisions of the Indenture.
4. BTCo. represented and warranted to
Successor that it has made, or promptly will
make available to Successor documents in its
possession relating to the trust created by the
Indenture reasonably requested by Successor.
5. Successor represented that it is
qualified to act as Trustee under the provisions
of the Indenture and that this Instrument has
been duly authorized, executed and delivered on
behalf of Successor and constitutes its legal,
valid and binding obligation.
6. Successor accepted its appointment as
successor Trustee under the Indenture and accepts
the trust created thereby, and assumes all
rights, powers, duties and obligations of the
Trustee under the Indenture. Successor will
perform said trust and will exercise said rights,
powers, duties, and
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obligations upon the terms and conditions set
forth in the Indenture.
7. Successor accepted the designation of
its Corporate Trust Office as the office or
agency of the Issuer in New York, New York,
where the Bonds may be presented for payment,
registration, transfer and exchange and as the
office where notices and demands to or upon the
Issuer in respect of the Indenture or the Bonds
may be served.
8. Pursuant to the written request of
Successor and the Issuer hereby made, BTCo.,
upon payment of its outstanding charges, receipt
of which is hereby acknowledged, confirms,
assigns, transfers and sets over to Successor,
as successor Trustee under the Indenture, upon
the trust expressed in the Indenture any and all
moneys and all the rights, powers, trusts,
duties and obligations which BTCo. held under
and by virtue of the Indenture.
9. The Issuer, and BTCo. hereby agree, that
upon the request of Successor, to execute,
acknowledge and deliver such further instruments
of conveyance and assurance and to do such other
things as may be required for more fully and
certainly vesting and confirming in Successor
all of the properties, rights, powers, duties
and obligations of Successor as Trustee under
the Indenture.
10. The Instrument did not constitute a
waiver or assignment by Bankers Trust Company of
any compensation, reimbursement, expenses or
indemnity to which it is or may be entitled
pursuant to the Indenture. The Issuer
acknowledged such obligations pursuant to the
terms of the Indenture.
11. The effect and meaning of the
Instrument and the rights of all parties
thereunder would be governed by, and construed
in accordance with, the laws of the State of New
York without regard to the conflict-of-law
principles of the law of such state that would
EFFECTIVENESS OF require the application of the laws of a
APPOINTMENT. jurisdiction other than such state.
12. The Instrument could be simultaneously
executed in any number of counterparts. Each
such counterpart so executed would be deemed to
RECONFIRMATION OF be an original, but all together would
COMPANY OBLIGATIONS. constitute but one and the same instrument.
SECTION 2. All conditions set forth in the
Instrument and the appointment of the Successor
Trustee became effective as of April 15, 2000.
SECTION 3. Now, therefore in conformity
with the Instrument, the Company hereby
expressly reconfirms its obligations under and
by virtue of the Indenture with respect to, and
assumes, to the extent required by, pursuant to,
and solely for the purposes of Article XIII of
the Indenture, the due and punctual payment of
the principal and interest and other amounts
payable of all Bonds secured by the Indenture
and outstanding at the date hereof, or hereafter
to be issued, according to their tenor and the
due and punctual performance and observance of
all the covenants and conditions of the
Indenture, and of any and all indentures
supplemental thereto.
13
11
PART II.
RECORDING AND FILING DATA
The Original Indenture and indentures
RECORDING AND supplemental thereto have been recorded and/or
FILING OF ORIGINAL filed and Certificates of Provision for Payment
INDENTURE. have been recorded as hereinafter set forth.
The Original Indenture has been recorded as
a real estate mortgage and filed as a chattel
mortgage in the offices of the respective
Registers of Deeds of certain counties in the
State of Michigan as set forth in the
Supplemental Indenture dated as of September 1,
1947, has been recorded as a real estate
mortgage in the office of the Register of Deeds
of Genesee County, Michigan as set forth in the
Supplemental Indenture dated as of May 1, 1974,
has been filed in the Office of the Secretary of
State of Michigan on November 16, 1951 and has
been filed and recorded in the office of the
Interstate Commerce Commission on December 8,
1969.
RECORDING AND Pursuant to the terms and provisions of the
FILING OF Original Indenture, indentures supplemental
SUPPLEMENTAL thereto heretofore entered into have been
INDENTURES. 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:
RECORDED AND/OR
FILED AS SET FORTH
SUPPLEMENTAL PURPOSE OF IN 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
14
12
December 1, Series H Bonds and Additional September 1, 1947
1940 (a)(b).............. Provisions
September 1, Series I Bonds, Subject November 15, 1951
1947(a)(b)(c)............ Properties and Additional
Provisions
March 1, Series J Bonds and Additional November 15, 1951
1950(a)(b)(c)............ Provisions
November 15, Series K Bonds, January 15, 1953
1951(a)(b)(c).......... Additional 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
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
15
13
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 and December 15, 1975
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 and July 15, 1976
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
July 1, 1977........... Series NNP Nos. 1-7 Bonds and October 1, 1977
Subject Properties
October 1, 1977........ Series GGP Nos. 8-22 Bonds and June 1, 1978
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, Series September 15,
16
14
KKP No. 8 Bonds, Series LLP 1979
Nos. 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 Subject April 1, 1980
Properties
April 1, 1980.......... 1980 Series B Bonds August 15, 1980
August 15, 1980........ Series QQP Nos. 10-19 Bonds, August 1, 1981
Series CP Nos. 1-12 Bonds,
Series DP No. 1-11 Bonds, and
Subject Properties
August 1, 1981......... 1980 Series CP Nos. 13-25 Bonds November 1, 1981
and Subject Properties
November 1, 1981....... 1981 Series AP Nos. 1-12 Bonds June 30, 1982
June 30, 1982.......... Article XIV Reconfirmation August 15, 1982
August 15, 1982........ 1981 Series AP Nos. 13-14 and June 1, 1983
Subject Properties
June 1, 1983........... 1981 Series AP Nos. 15-16 and October 1, 1984
Subject Properties
October 1, 1984........ 1984 Series AP and 1984 Series May 1, 1985
BP Bonds and Subject Properties
May 1, 1985............ 1985 Series A Bonds May 15, 1985
May 15, 1985........... 1985 Series B Bonds and Subject October 15, 1985
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 Series C August 15, 1987
August 15, 1987........ 1987 Series D and Series E and November 30, 1987
Subject Properties
17
15
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 Series BP February 15, 1990
February 15, 1990...... 1990 Series A, Series B, November 1, 1990
Series C, Series D, Series E,
and 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 Series CP May 15, 1991
May 15, 1991........... 1991 Series DP September 1, 1991
September 1, 1991...... 1991 Series EP November 1, 1991
November 1, 1991....... 1991 Series FP January 15, 1992
January 15, 1992....... 1992 Series BP February 29, 1992
and April 15, 1992
February 29, 1992...... 1992 Series AP April 15, 1992
April 15, 1992......... Series KKP No. 13 July 15, 1992
July 15, 1992.......... 1992 Series CP November 30, 1992
July 31, 1992.......... 1992 Series D November 30, 1992
April 1, 1986.......... 1986 Series A and Subject August 15, 1986
Properties
August 15, 1986........ 1986 Series B and Subject November 30, 1986
Properties
November 30, 1986...... 1986 Series C January 31, 1987
January 31, 1987....... 1987 Series A April 1, 1987
April 1, 1987.......... 1987 Series B and Series C August 15, 1987
August 15, 1987........ 1987 Series D, Series E, November 30, 1987
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
18
16
December 1, 1989....... Series KKP No. 11 and Series February 15, 1990
BP
February 15, 1990...... 1990 Series A, Series B, Series November 1, 1990
C, Series D, Series E, and
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 Series CP May 15, 1991
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 Series D March 15, 1993
December 15, 1992...... Series KKP No. 14 and Series March 15, 1992
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 Series IP September 15, 1993
April 26, 1993......... 1993 Series G and Amendment of September 15, 1993
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
19
17
August 15, 1994........ 1994 Series C December 1, 1994
December 1, 1994....... Series KKP No. 15 and Series August 1, 1995
DP
August 1, 1995......... 1995 Series A Bond August 1, 1999
1995 Series DP
- -----------------
(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.
RECORDING OF All the bonds of Series A which were issued
CERTIFICATES under the Original Indenture dated as of October
OF PROVISION 1, 1924, and of Series B, C, D, E, F, G, H, I,
FOR PAYMENT. 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 and 1993 Series D which were issued
under Supplemental Indentures dated as of,
respectively, June 1, 1925, August 1, 1927,
February 1, 1931, October 1, 1932, September 25,
1935, September 1, 1936, December 1, 1940,
September 1, 1947, November 15, 1951, January
15, 1953, May 1, 1953, March 15, 1954, May 15,
1955, August 15, 1957, December 15, 1970,
November 15, 1971, January 15, 1973, May 1,
1974, October 1, 1974, January 15, 1975,
November 1, 1975, February 1, 1976, June 15,
1976, July 15, 1976, October 1, 1977, March 1,
1977, July 1, 1979, March 1, 1977, March 1,
1977, March 1, 1977, September 1, 1979, July 1,
1977, July 1, 1979, September 15, 1979, October
1, 1977, June 1, 1978, October 1, 1977, July 1,
1979, January 1, 1980, August 15, 1980, November
1, 1981, October 1, 1984, May 1, 1985, May 15,
1985, January 31, 1987, June 1, 1978, October
15, 1978, December 15, 1975, February 15, 1977,
September 1, 1979, June 15, 1989 and March 15,
1993 have matured or have been called for
redemption and funds sufficient for such payment
or redemption have been irrevocably deposited
with the Trustee for that purpose; and
Certificates of Provision for Payment have been
recorded in the offices of the respective
Registers of Deeds of certain counties in the
State of Michigan, with respect to all bonds of
Series A, B, C, D, E, F, G, H, K, L, M, O, W,
BB, CC, DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos.
1 and 2, IIP No. 1, JJP No. 1, KKP No. 1, LLP
No. 1 and GGP No. 8.
PART III.
THE TRUSTEE.
TERMS AND The Successor Trustee hereby accepts the
CONDITIONS OF trust hereby declared and provided, and agrees
ACCEPTANCE OF to perform the same upon the terms and
TRUST BY conditions in the Original Indenture, as amended
SUCCESSOR TRUSTEE. to date and as supplemented by this Supplemental
Indenture, and in this Supplemental Indenture
set forth, and upon the following terms and
conditions:
20
18
The Prior Trustee and Successor 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
SECTION 318(C) OF therein, no provision of this Supplemental
TRUST INDENTURE Indenture or any future supplemental indenture
ACT. 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 THIS SUPPLEMENTAL INDENTURE MAY BE
COUNTERPARTS. 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.
21
19
TESTIMONIUM. IN WITNESS WHEREOF, THE DETROIT EDISON
COMPANY, BANKERS TRUST 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, ASSISTANT SECRETARIES,
TREASURERS, ASSISTANT TREASURERS OR OTHER
OFFICERS ALL AS OF THE DAY AND YEAR FIRST ABOVE
WRITTEN.
THE DETROIT EDISON COMPANY,
(Corporate Seal) By /s/ N.A. Khouri
-----------------------------
N.A. Khouri
Assistant Treasurer
EXECUTION. Attest:
/s/ Jack L. Somers
--------------------------------
Jack L. Somers
Assistant Corporate Secretary
Signed, sealed and delivered by THE
DETROIT EDISON COMPANY, in the
presence of
/s/ K. Hier
--------------------------------
K. Hier
/s/ R. Martinez
--------------------------------
R. Martinez
STATE OF MICHIGAN )
) SS:
COUNTY OF WAYNE )
ACKNOWLEDGMENT On this 14th day of April, 2000, before me, the
OF EXECUTION subscriber, a Notary Public within and for the County of
BY COMPANY. Oakland (acting in 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 48226-1279 and is the Assistant
Treasurer of THE DETROIT EDISON COMPANY, one of the
corporations described in and which executed the foregoing
instrument; that he knows the corporate seal of the said
corporation and that the seal affixed to said instrument is
the corporate seal of said corporation; and that said
instrument was signed and sealed in behalf of said corporation
by authority of its Board of Directors and that he subscribed
his name thereto by like authority; and said N.A. Khouri,
acknowledged said instrument to be the free act and deed of
said corporation.
/s/ Geraldine N. Rockymore
---------------------------------------
(Notarial Seal) Geraldine N. Rockymore, Notary Public
Oakland County, MI
My Commission Expires: December 23, 2002
(Acting in Wayne)
22
20
BANKERS TRUST COMPANY
(Corporate Seal)
By /s/ Jackie Bartnick
---------------------------------
Jackie Bartnick
Vice President
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
ACKNOWLEDGEMENT On this 14th day of April, 2000, before me, the
OF EXECUTION BY subscriber, a Notary Public within and for the County
PRIOR TRUSTEE. of New York, in the State of New York, personally
appeared Jackie Bartnick, to me personally known,
who, being by me duly sworn, did say that his
business office is located at Four Albany Street, New
York, New York 10015, and she is Vice President of
BANKERS TRUST COMPANY, one of the corporations
described in and which executed the foregoing
instrument; and that she subscribed her name thereto
by like authority of the By-laws of said corporation;
and said acknowledged said instrument to be the free
act and deed of said corporation.
(Notarial Seal) /s/ Matthew Sherman
-------------------------------
Matthew Sherman, Notary Public
New York County, New York
My Commission Expires: 11/3/2001
23
21
FIRST CHICAGO TRUST COMPANY OF NEW YORK
(Corporate Seal)
By /s/ Steven M. Wagner
-----------------------
Steven M. Wagner
Vice President
Attest:
/s/ John R. Prendiville
-------------------------------------------
Signed, sealed and delivered by
FIRST CHICAGO TRUST COMPANY OF NEW YORK, in the
presence of
/s/ Janice Ott Rotunno
-----------------------------------------------------
Janice Ott Rotunno
/s/ Diane Swanson
-----------------------------------------------------
Diane Swanson
STATE OF ILLINOIS )
) SS:
COUNTY OF COOK )
ACKNOWLEDGEMENT On this 14th day of April, 2000, before me, the
OF EXECUTION BY subscriber, a Notary Public within and for the County
SUCCESSOR TRUSTEE. 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 Chicago, Illinois, and
he is 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 acknowledged said instrument to
be the free act and deed of said corporation.
(Notarial Seal)
/s/ Lisa Nix
-------------
Lisa Nix, Notary Public
Cook County, Illinois
My Commission Expires: May 20, 2002
24
22
STATE OF MICHIGAN)
) SS:
COUNTY OF WAYNE )
AFFIDAVIT AS TO N.A. Khouri, being duly sworn, says: that he is the
CONSIDERATION Assistant Treasurer of THE DETROIT EDISON COMPANY,
AND GOOD FAITH. the Mortgagor named in the foregoing instrument, and
that he has knowledge of the facts in regard to the
making of said instrument and of the consideration
therefor; that the consideration for said instrument
was and is actual and adequate, and that the same was
given in good faith for the purposes in such
instrument set forth.
/s/ N.A. Khouri
----------------
N.A. Khouri
Assistant Treasurer
Sworn to before me this 14th day of
April 2000
/s/ Geraldine N. Rockymore
-------------------------------------
Geraldine N. Rockymore, Notary Public
Oakland County, MI
My Commission Expires: December 23, 2002
(Acting in Wayne)
(Notarial Seal)
This instrument was drafted by Alec J. McLeod, Esq.,
2000 Second Avenue, Detroit, Michigan 48226
EXECUTED IN
COUNTERPARTS OF WHICH
THIS IS COUNTERPART NO. .