EXHIBIT 4.1
THE DETROIT EDISON COMPANY
(2000 0xx Xxxxxx
Xxxxxxx, Xxxxxxxx 48226)
Issuer
TO
FIRST CHICAGO TRUST COMPANY OF NEW YORK
(153 West 51st Street
New York, New York 10019)
As Trustee
---------------------------
INDENTURE
Dated as of September 17, 2002
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
(c) Amendment of Article XIII, Section 3
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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................. 8
Further Assurance................................. 8
Authorization of Supplemental Indenture........... 8
Consideration for Supplemental Indenture.......... 8
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................................ 9
Sec. 2. Effectiveness of Appointment................ 11
Sec. 3. Reconfirmation of Company Obligations....... 12
PART II.
RECORDING AND FILING DATA
Recording and filing of Original Indenture.......... 14
Recording and filing of Supplemental Indentures..... 14
Recording of Certificates of Provision for Payment.. 21
PART III.
THE TRUSTEE
Terms and conditions of acceptance of trust by
Successor Trustee................................... 22
PART IV.
MISCELLANEOUS
Confirmation of Section 318(c) of Trust Indenture
Act................................................. 22
Execution in Counterparts........................... 22
Testimonium......................................... 23
Execution........................................... 23
Acknowledgement of execution by Company............. 23
Acknowledgement of execution by Successor Trustee... 24
Acknowledgement of execution by PriorTrustee........ 25
Affidavit as to consideration and good faith........ 26
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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
PARTIES. SUPPLEMENTAL INDENTURE, dated as of September
17, 2002 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 FIRST CHICAGO TRUST COMPANY OF NEW
YORK, a trust company organized and existing under
the laws of the State of New York, having its
corporate trust office at 000 Xxxx 00xx Xxxxxx, in
the Borough of Manhattan, The City and State of
New York, as Prior Trustee (hereinafter called the
"Prior Trustee" or "FCTCNY") under the Mortgage
and Deed of Trust dated as of October 1, 1924 as
supplemented and amended from time to time, and
BANK ONE, NATIONAL ASSOCIATION, a national banking
association organized under the laws of the United
States of America (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,
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September 15, 1993, March 1, 1994, June 15, 1994,
August 15, 1994, December 1, 1994, August 1, 1995,
August 1, 1999, August 15, 1999, January 1, 2000,
April 15, 2000, August 1, 2000, 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 Prior Trustee (the Original Indenture and
all indentures supplemental thereto together being
hereinafter sometimes referred to as the
"Indenture"); and
BONDS HERETOFORE WHEREAS, Bonds in the principal amount of Nine
ISSUED. billion, nine hundred thirty-six million three
hundred seventy-two thousand dollars
($9,936,372,000) 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,
3
(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
4
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;
(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 and 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;
5
(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 One hundred thirty-three million
five hundred five thousand dollars ($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;
6
(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 and 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), all of which 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;
7
(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; and
(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 retired and Seventy-six million one hundred
five thousand dollars ($76,105,000) principal
amount are outstanding at the date thereof;
(322) Bonds of 2000 Series B in the principal
amount of Fifty million seven hundred forty-five
thousand dollars ($50,745,000), all of which are
outstanding at the date hereof;
(323) Bonds of 2001 Series AP in the principal
amount of Thirty-one million ($31,000,000), all of
which are outstanding at the date hereof;
(324) Bonds of 2001 Series BP in the principal
amount of Eighty-two million three hundred fifty
thousand ($82,350,000), all of which are
outstanding at the date hereof;
(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; and
(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;
8
(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 Two billion six hundred
forty-one million seven hundred twenty-seven
thousand dollars ($2,641,727,000) aggregate
principal amount of its General and Refunding
Mortgage Bonds (the "Bonds") at the date hereof;
and
REASON FOR WHEREAS, THE DETROIT EDISON COMPANY, First
SUPPLEMENTAL Chicago Trust Company of New York, and Bank One,
INDENTURE. National Association desire to amend Article XIII,
Section 3, of the Original Indenture to modify the
requirement as to the trustee's Manhattan office;
and
FURTHER WHEREAS, THE DETROIT EDISON COMPANY, First
ASSURANCE. Chicago Trust Company of New York, and Bank One,
National Association entered into an Instrument of
Resignation, Appointment and Acceptance dated
September 17, 2002 in order to appoint a successor
trustee pursuant to Article XIII of the Indenture;
and
AUTHORIZATION OF WHEREAS, THE Original Indenture, by its
SUPPLEMENTAL terms, includes in the property subject to the
INDENTURE. 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
therein specifically excepted or released from the
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
CONSIDERATION FOR WHEREAS, the Company in the exercise of
SUPPLEMENTAL the powers and authority conferred upon and
INDENTURE. reserved to it under and by virtue of the
provisions of the Indenture, and pursuant to
resolutions of its Board of Directors has duly
resolved and determined to make, execute and
deliver to the Successor Trustee this supplemental
indenture in the form hereof for the purposes
herein provided; and
9
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.
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
RESIGNATION OF PRIOR covenants and agrees to and with the Prior Trustee
TRUSTEE AND and the Successor Trustee under the Original
APPOINTMENT OF Indenture and in said indentures supplemental
SUCCESSOR TRUSTEE. thereto as follows:
PART I.
Amendment of Article XIII, Section 3 of the
Indenture pursuant to Article XVI, Section 1.
SECTION 1. Article XIII, Section 3 is hereby
amended as follows:
In case at any time the Trustee shall resign, or
shall be removed or be dissolved or otherwise
shall become incapable of acting, or in case
control of the Trustee or of its officers shall be
taken over by any public officer or officers, a
successor trustee may be appointed by the holders
of a majority in principal amount of the bonds
hereby secured and at the time outstanding, by an
instrument or concurrent instruments in writing
signed in duplicate by such holders, and filed,
one copy with the Company and the other with the
successor trustee; but until a successor trustee
shall be so appointed by the bondholders as herein
authorized, the Company, by an instrument in
writing, executed by order of its Board of
Directors, may in any such case appoint a
successor trustee. After any such appointment by
the Company, it shall forthwith cause notice to be
published once in each week for two successive
weeks, in a daily newspaper of general circulation
published in the Borough of Manhattan, City and
State of New York, and in one daily newspaper of
general circulation published in the City of
Detroit, Michigan, but any successor trustee
appointed by
10
the Company shall, immediately and without further
act, be superseded by a successor trustee
appointed by the bondholders in the manner above
prescribed, provided that such appointment be made
prior to the expiration of one year from the date
of the first publication of such notice by the
Company. Every such successor trustee appointed by
the bondholders or by the Company, in succession
to the party of the second part as its successor
in the trust hereunder shall always be a trust
company or a national banking association in good
standing, having an office in the Borough of
Manhattan, City and State of New York, and having
a capital and surplus aggregating not less than
five million dollars, if there be such a trust
company or national banking association willing
and able to accept the trust upon reasonable or
customary terms.
PART II.
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
Instrument of Resignation, Appointment and
Acceptance dated as of September 17, 2002, as set
forth in relevant part below (the " Instrument").
The Instrument was entered into the 17th day of
September, 2002, 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 FCTCNY 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 a notice of resignation to
the holders of the Bonds; and
WHEREAS, FCTCNY, pursuant to the provision of
Article XIII, Section 1 of the Indenture, gave
written notice of its resignation to the Issuer,
and the notice of resignation by FCTCNY as Trustee
will be promptly mailed thereafter to the holders
of the Bonds and published in accordance with the
provisions of the Indenture; and
WHEREAS, THE RESIGNATION BY FCTCNY created a
vacancy in the office of the Trustee; and
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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, FCTCNY and Successor as follows:
1. FCTCNY 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
FCTCNY 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 June 27, 2002, appointed
Successor, as successor Trustee under
the Indenture, with all the estates,
properties, rights, powers, trusts,
duties and obligations heretofore vested
in FCTCNY as Trustee under the
Indenture, and designated the Corporate
Trust Office of Successor presently
located at 1 Bank Xxx Xxxxx, Xxxxx
XX0-0000, Xxxxxxx, Xxxxxxxx 00000-0000,
and at 00 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000 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. FCTCNY's resignation as Trustee
and Successor's appointment and
acceptance as successor Trustee, became
effective as of September 17, 2002.
3. The Issuer represented and warranted
that:
(a) it is validly organized and
existing under the laws of the
state of its incorporation;
EFFECTIVENESS OF (b) the Instrument has been duly
APPOINTMENT. authorized, executed and
delivered on behalf of the
Issuer and constitutes a legal,
valid and binding obligation;
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RECONFIRMATION OF
COMPANY OBLIGATIONS. (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 FCTCNY;
(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. FCTCNY 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 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.
13
8. Pursuant to the written request of
Successor and the Issuer hereby made, FCTCNY
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
FCTCNY held under and by virtue of the Indenture.
9. The Issuer, and FCTCNY 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 FCTCNY 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 require the application of the
laws of a 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 be an
original, but all together would 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 September 17, 2002.
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.
14
PART II.
RECORDING AND FILING DATA
RECORDING AND The Original Indenture and indentures
FILING OF ORIGINAL supplemental thereto have been recorded and/or
INDENTURE. filed and Certificates of Provision for
Payment have been recorded as hereinafter set
forth.
The Original Indenture has been recorded as a
real estate mortgage and filed as a chattel
mortgage in the offices of the respective
Registers of Deeds of certain counties in the
State of Michigan as set forth in the Supplemental
Indenture dated as of September 1, 1947, has been
recorded as a real estate mortgage in the office
of the Register of Deeds of Genesee County,
Michigan as set forth in the Supplemental
Indenture dated as of May 1, 1974, has been filed
in the Office of the Secretary of State of
Michigan on November 16, 1951 and has been filed
and recorded in the office of the Interstate
Commerce Commission on December 8, 1969.
RECORDING AND Pursuant to the terms and provisions of the
FILING OF Original Indenture, indentures supplemental
SUPPLEMENTAL thereto heretofore entered into have been recorded
INDENTURES. 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 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
15
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 Additional September 1, 1947
Provisions
September 1, 1947(a)(b)(c).. Series I Bonds, Subject November 15, 1951
Properties and Additional
Provisions
March 1, 1950(a)(b)(c)...... Series J Bonds and Additional November 15, 1951
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 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
16
July 1, 1970(c)............. Series U Bonds and Subject December 15, 1970
Properties
December 15, 1970(c)........ Series V and Series W Bonds June 15, 1971
June 15, 1971(c)............ Series X Bonds and Subject November 15, 1971
Properties
November 15, 1971(c)........ Series Y Bonds and Subject January 15, 1973
Properties
January 15, 1973(c)......... Series Z Bonds and Subject May 1, 1974
Properties
May 1, 1974................. Series AA Bonds and Subject October 1, 1974
Properties
October 1, 1974............. Series BB Bonds and Subject January 15, 1975
Properties
January 15, 1975............ Series CC Bonds and Subject November 1, 1975
Properties
November 1, 1975............ Series DDP Nos. 1-9 Bonds and December 15, 1975
Subject Properties
December 15, 1975........... Series XX Xxxxx 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 XX Xxxxx 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
17
June 15, 1977............... Series XXX Xx. 00 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 XX Xxxxx 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 Xx. 0 Xxxxx, Xxxxxx Xxxxxxxxx 00, 0000
XXX No. 8 Bonds, Series LLP
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 April 1, 1980
Subject Properties
April 1, 1980............... 1980 Series B Bonds August 15, 1980
August 15, 1980............. Series QQP Nos. 10-19 Bonds, August 1, 1981
Series CP Nos. 1-12 Bonds,
Series DP No. 1-11 Bonds, and
Subject Properties
August 1, 1981.............. 1980 Series CP Nos. 13-25 November 1, 1981
Bonds and Subject Properties
November 1, 1981............ 1981 Series AP Nos. 1-12 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
18
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 October 15, 1985
Subject Properties
October 15, 1985............ Series KKP No. 9 Bonds and April 1, 1986
Subject Properties
April 1, 1986............... 1986 Series A and Subject August 15, 1986
Properties
August 15, 1986............. 1986 Series B and Subject November 30, 1986
Properties
November 30, 1986........... 1986 Series C January 31, 1987
January 31, 1987............ 1987 Series A April 1, 1987
April 1, 1987............... 1987 Series B and Series C August 15, 1987
August 15, 1987............. 1987 Series D and Series E and November 30, 1987
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 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
19
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
December 1, 1989............ Series KKP Xx. 00 xxx Xxxxxx Xxxxxxxx 00, 0000
XX
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
20
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 Xx. 00 xxx Xxxxxx Xxxxx 00, 0000
XX Xx. 0
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 Xxxxx 0, 0000
Xxxxx 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 Series August 1, 1995
DP
21
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 1,
OF PROVISION 1924, and of Series B, C, D, E, F, G, H, I, J, K,
FOR PAYMENT. L, M, N, O, P, Q, R, S, W, Y, Z, XX, XX, XX, XXX
Xxx. 0-0, XXX 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, XX, 0000 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 Xx. 0, XXX Xx. 0,
XXX Xx. 0, XXX Xx. 0 and GGP No. 8.
22
PART III.
THE TRUSTEE.
TERMS AND The Successor Trustee hereby accepts the
CONDITIONS OF trust hereby declared and provided, and agrees to
ACCEPTANCE OF perform the same upon the terms and conditions in
TRUST BY the Original Indenture, as amended to date and as
SUCCESSOR TRUSTEE. supplemented by this Supplemental Indenture, and
in this Supplemental Indenture set forth, and upon
the following terms and conditions:
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
SECTION 318(C) OF provided therein, no provision of this
TRUST INDENTURE Supplemental Indenture or any future supplemental
ACT. indenture is intended to modify, and the parties
do hereby adopt and confirm, the provisions of
Section 318(c) of the Trust Indenture Act which
amends and supercedes 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.
23
TESTIMONIUM. IN WITNESS WHEREOF, THE DETROIT EDISON
COMPANY, FIRST CHICAGO TRUST COMPANY OF NEW YORK,
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, 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/ X. X. Xxxxxx
-----------------------------
X.X. Xxxxxx
Assistant Treasurer
EXECUTION. Attest:
/s/ Xxxxx X. Xxxxx
------------------------------------
Xxxxx X. Xxxxx
Assistant Corporate Secretary
Signed, sealed and delivered by THE
DETROIT EDISON COMPANY, in the
presence of
/s/ X.X. Xxxxxx
------------------------------------
X.X. Xxxxxx
/s/ X. X. Xxxxxxx
------------------------------------
X.X. Xxxxxxx
STATE OF MICHIGAN )
) SS:
COUNTY OF XXXXX )
ACKNOWLEDGMENT On this 17th day of September, 2002, before me,
OF EXECUTION the subscriber, a Notary Public within and for the
BY COMPANY. County of Oakland (acting in Xxxxx), in the State of
Michigan, personally appeared X.X. Xxxxxx to me
personally known, who, being by me duly sworn, did say
that he does business at 0000 0xx Xxxxxx, Xxxxxxx,
Xxxxxxxx 00000-0000 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 X.X. Xxxxxx,
24
acknowledged said instrument to be the free act and deed
of said corporation.
(Notarial Seal)
/s/ Xxxxxxxxx X. Xxxxxxxx
-------------------------------------
Xxxxxxxxx X. Xxxxxxxx, Notary Public
Xxxxx County, MI
My Commission Expires: March 10, 2005
BANK ONE, NATIONAL ASSOCIATION
(Corporate Seal)
By /s/ Xxxxxx Xxx Xxxxxxx
-----------------------------
Xxxxxx Xxx Xxxxxxx
Vice President
STATE OF ILLINOIS )
) SS:
COUNTY OF XXXX )
ACKNOWLEDGEMENT
OF EXECUTION BY On this 17th day of September, 2002, before me,
SUCCESSOR TRUSTEE. the subscriber, a Notary Public within and for the
County of Xxxx, in the State of Illinois,
personally appeared Xxxxxx Xxx Xxxxxxx, to me
personally known, who, being by me duly sworn, did
say that her business office is located at 1 Bank
Xxx Xxxxx, Xxxxx XX0-0000, Xxxxxxx, Xxxxxxxx
00000-0000, and she is Vice President of BANK ONE,
NATIONAL ASSOCIATION, 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/ Xxxxxx Xxxxxxx
------------------------------------
Xxxxxx Xxxxxxx, Notary Public
Xxxx County, Illinois
My Commission Expires: July 20, 2003
25
FIRST CHICAGO TRUST COMPANY OF NEW YORK
(Corporate Seal)
By /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxx
Vice President
Attest:
/s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------------------
Xxxxxxxxxxx X. Xxxxx
Assistant Corporate Secretary
Signed, sealed and delivered by
FIRST CHICAGO TRUST COMPANY OF NEW YORK, in the
presence of
/s/ Xxxxxx Xxx Xxxxxxx
-----------------------------------------
Xxxxxx Xxx Xxxxxxx
/s/ Xxxxx X. Xxxx
--------------------------------------------------------------------------------
Xxxxx X. Xxxx
STATE OF ILLINOIS )
) SS:
COUNTY OF XXXX )
ACKNOWLEDGEMENT
OF EXECUTION BY On this 17th day of September, 2002, before me,
PRIOR TRUSTEE. the subscriber, a Notary Public within and for the
County of Xxxx, in the State of Illinois,
personally appeared Xxxxxx X. Xxxxxx, 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/ Xxxxxx Xxxxxxx
------------------------------------
Xxxxxx Xxxxxxx, Notary Public
Xxxx County, Illinois
My Commission Expires: July 20, 0000
00
XXXXX XX XXXXXXXX )
) SS:
COUNTY OF XXXXX )
AFFIDAVIT AS TO
CONSIDERATION
AND GOOD FAITH. X.X. Xxxxxx, being duly sworn, says: that he is
the Assistant Treasurer of THE DETROIT EDISON
COMPANY, the Mortgagor named in the foregoing
instrument, and that he has knowledge of the facts
in regard to the making of said instrument and of
the consideration therefor; that the consideration
for said instrument was and is actual and
adequate, and that the same was given in good
faith for the purposes in such instrument set
forth.
/s/ X. X. Xxxxxx
----------------
X.X. Xxxxxx
Assistant Treasurer
Sworn to before me this 17th day of
September, 2002
/s/ Xxxxxxxxx X. Xxxxxxxx
-------------------------------------
Xxxxxxxxx X. Xxxxxxxx, Notary Public
Xxxxx County, MI
My Commission Expires: March 10, 2005
This instrument was drafted by Xxxxxx X. Xxxxxx, Esq., 1 Bank Xxx Xxxxx,
Xxxxxxx, XX 00000-0000
