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EXHIBIT 99-17
AMENDMENT
Dated as of January 20, 2005
This AMENDMENT among THE DETROIT EDISON COMPANY, a Michigan
corporation
(the "Seller"), CITIBANK, N.A.
("Citibank"), and CITICORP NORTH AMERICA, INC.,
as agent (the "Agent") for itself and
Citibank.
PRELIMINARY STATEMENTS:
(1) The Seller, Citibank, and the Agent have entered into a
Trade
Receivables Purchase and Sale Agreement,
dated as of February 28, 1989, and an
Amendment and Restatement thereof, dated as
of October 1, 1991, and as further
amended by an Amendment dated as of
February 28, 1994, an Amendment dated as of
February 1, 1999, an Amendment dated as of
January 27, 2000, and an Amendment
dated as of January 25, 2001, an Amendment
dated as of May 28, 2003 and an
Amendment dated as of February 25, 2004
(said Trade Receivables Purchase and
Sale Agreement, as so amended and restated,
being the "Agreement"; the terms
defined therein being used herein as
therein defined unless otherwise defined
herein).
(2) The Seller, Citibank and the Agent have agreed to amend the
Agreement as hereinafter set forth.
SECTION 1. Amendments to Agreement. (a) Effective as of the
date
hereof:
1.1 The definition of "Commitment Termination Date" in Section 1.01
of
the Agreement is amended by replacing the
date therein with the date "January
19, 2006."
1.2 Section 9.01 of the Agreement is amended by adding a new
subsection
(c) thereto which reads in its entirety as
follows:
"Notwithstanding any other provision of this Section 9.01, the
Owner
may at any time pledge or grant a security
interest in all or any portion of its
rights (including, without limitation,
rights to payment of Capital and Yield)
under this Agreement or under any asset
purchase agreement to secure obligations
of the Owner to a Federal Reserve Bank,
without notice to or consent of the
Seller or the Agent; provided that no such
pledge or grant of a security
interest shall release the Owner from any
of its obligations hereunder or under
any asset purchase agreement, as the case
may be, or substitute any such pledgee
or grantee for the Owner as a party hereto
or to any asset purchase agreement,
as the case may be."
SECTION 2. Representations and Warranties of the Seller.
The Seller represents and warrants as follows:
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(a) The Seller is a corporation duly incorporated, validly
existing
and in good standing under the laws of the
State of Michigan.
(b) The execution, delivery and performance by the Seller of
this
Amendment and the Agreement, as amended
hereby, and the transactions
contemplated hereby and thereby are within
the Seller's corporate powers, have
been duly authorized by all necessary
corporate action, do not contravene
