Exhibit 4.17
AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
This Agreement of Resignation, Appointment and Acceptance, dated as of
August 21, 2006 (this "Agreement") is made by and among that issuer or other
person who is identified in Exhibit A attached hereto (the "Exhibit") as the
"Issuer" (the "Issuer"), The Bank of New York, a banking corporation with trust
powers duly organized and existing under the laws of the State of New York and
having its principal corporate trust office at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX
00000 (the "Bank"), The Bank of New York Trust Company, N.A., a national banking
association ("BNYTC") duly organized and existing under the laws of the United
States and having its principal office in Los Angeles, California, and DTE
Energy Company, a Michigan corporation, as sponsor of the Issuer (the
"Sponsor").
RECITALS:
WHEREAS, the Issuer, the Sponsor and the Bank entered into one or more
trust indentures, paying agency agreements, registrar agreements, or other
relevant agreements as such are more particularly described in the Exhibit under
the section entitled "Agreements" (individually and collectively referred to
herein as the "Agreements") under which the Bank was appointed in the capacity
or capacities identified in the Exhibit (individually and collectively the
"Capacities");
WHEREAS, each of the Issuer and the Sponsor desires to appoint BNYTC as the
successor to the Bank in its Capacities under the Agreements; and
WHEREAS, BNYTC is willing to accept such appointment as the successor to
the Bank in its Capacities under the Agreements.
NOW, THEREFORE, the Issuer, the Bank, BNYTC and the Sponsor, for and in
consideration of the premises and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, hereby consent and
agree as follows:
ARTICLE I
THE BANK
SECTION 1.01. The Bank hereby resigns from its Capacities under the
Agreements.
SECTION 1.02. The Bank hereby assigns, transfers, delivers and confirms to
BNYTC all right, title and interest of the Bank in its Capacity(s) relating to
the Agreements.
ARTICLE II
THE ISSUER
SECTION 2.01. The Issuer and the Sponsor hereby accept the resignation of
the Bank from its Capacities under the Agreements.
SECTION 2.02. All conditions relating to the appointment of BNYTC as the
successor to the Bank in its Capacities under the Agreements have been met by
the Issuer and the Sponsor, and each of the Issuer and the Sponsor hereby
appoints BNYTC to its Capacities under the Agreements with like effect as if
originally named to such Capacities under the Agreements.
ARTICLE III
BNYTC
SECTION 3.01. BNYTC hereby represents and warrants to the Bank, the Issuer
and the Sponsor that BNYTC is not disqualified to act in the Capacities under
the Agreements.
SECTION 3.02. BNYTC hereby accepts its appointment to the Capacities under
the Agreements and accepts and assumes the rights, powers, duties and
obligations of the Bank under the Agreements, upon the terms and conditions set
forth therein, with like effect as if originally named to such Capacities under
the Agreements.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. This Agreement and the resignation, appointment and
acceptance effected hereby shall be effective as of 12:01 A.M. local Los Angeles
time on the Effective Date set forth in the Exhibit.
SECTION 4.02. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
SECTION 4.03. This Agreement may be executed in any number of counterparts
each of which shall be an original, but such counterparts shall together
constitute but one and the same instrument.
SECTION 4.04. The persons signing this Agreement on behalf of the Issuer,
BNYTC, the Bank and the Sponsor are duly authorized to execute it on behalf of
the each party, and each party warrants that it is authorized to execute this
Agreement and to perform its duties hereunder.
SECTION 4.05. The Issuer represents that it is the type of entity as
identified in the Exhibit and has been duly organized and is validly existing
under the laws of the jurisdiction and with the principal office as identified
in the Exhibit.
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SECTION 4.06. All references in the Trust Agreement of the Issuer, dated as
of September 13, 2002 (the "Trust Agreement"), to the term "Property Trustee"
are deemed to refer to BNYTC as property trustee of the Issuer. Except to the
extent that it is expressly modified by this Agreement, the Trust Agreement
shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement of
Resignation, Appointment and Acceptance to be duly executed and acknowledged all
as of the day and year first above written.
DTE ENERGY TRUST III
By: DTE Energy Company, as Sponsor
By: /s/ XXXXXX XXX XXXXX
------------------------------------
Name: Xxxxxx Xxx Xxxxx
Title: Corporate Secretary
THE BANK OF NEW YORK
By: /s/ VAN X. XXXXX
------------------------------------
Name: Van X. Xxxxx
Title: Vice President
THE BANK OF NEW YORK TRUST COMPANY, N.A.
By: /s/ XXXXXX XXXXXXXXX
------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Assistant Vice President
DTE ENERGY COMPANY
By: /s/ XXXXXX XXX XXXXX
------------------------------------
Name: Xxxxxx Xxx Xxxxx
Title: Corporate Secretary
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EXHIBIT A
Issuer: DTE Energy Trust III, a Delaware statutory trust
0000 0xx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Effective Date: August 21, 2006
Agreement(s):
TAS Account Description of relevant The Bank of New
Name/Description of transaction Numbers Agreement & Date York's Capacity(s)
------------------------------- ----------- ----------------------- ------------------
Delaware Statutory Trust Trust Agreement of DTE Property Trustee
Energy Trust III dated
as of September 13,
2002
Certificate of Trust of Property Trustee
DTE Energy Trust III
Form of Amended and Property Trustee
Restated Trust
Agreement of DTE Energy
Trust III (Exhibit 4.22
to Registration
Statement on Form S-3
dated September 20,
2002 (SEC File No.
333-99955-01))
Preferred Securities Guarantee Form of Preferred Preferred
Securities Guarantee Securities
Agreement for DTE Guarantee Trustee
Energy Trust III
(Exhibit 4.14 to
Registration Statement
on Form S-3 dated
September 20, 2002 (SEC
File No. 333-99955-01))
