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FIRST SUPPLEMENTAL TRUST INDENTURE THIS FIRST SUPPLEMENTAL TRUST INDENTURE (the "First Supplement"), dated as of December 1, 1987, is made by and between the City of Lakewood, Ohio (the "Issuer"), a municipal corporation and political subdivision duly organized and validly existing under the laws of the State of Ohio and AmeriTrust Company National Association, a national banking association duly organized and validly existing under the laws of the United States of America and authorized to exercise trust powers in the State of Ohio, with its prin- cipal place of business located in Cleveland, Ohio, as Trustee (the "Trustee"), under the circumstances summarized in the following recitals (the capitalized terms used in the recitals and granting clauses being used therein as defined herein): A. The Issuer, pursuant to Ordinanc~ No. 116-84 passed on December 3, 1984, issued, sold and delivered to MFS Managed High-Yield Municipal Bond Trust, Boston, Massachusetts (the "Original Purchaser") its $1,780,000 City of Lakewood, Ohio, Industrial Development First Mortgage Revenue Bonds (Detroit/Warren Building Project) (the "Original Bonds") and loaned the pro- ceeds derived from the sale thereof to Lakewood-Warren-Detroit Partnership, Ltd. (the "Company") to assist in the financing of the Project to be undertaken by the Company; B. The Original Bonds are secured by a Trust Indenture (the "Original Indenture"), dated as of December 1, 1984, between the Issuer and the Trustee, originally Bank One, Akron, N.A., which Original Indenture permits the execution and delivery of indentures supplemental thereto under the circumstances, and upon satisfaction of the requirements, set forth in Article VIII thereof; C. As a result of certain economic difficulties encountered by the Company in connection with the operation of the Project affecting the Com- pany's ability to make Loan Payments in the amounts and at the times required by the Original Agreement and the Original Note, the Company desires to amend the Original Agreement and the Original Indenture, at the request, and with the written consents of, the Original Purchaser as the current owners of the entire outstanding principal amount of the Original Bonds; D. The Council of the Issuer passed Ordinance No. -88 on , 1988 authorizing, among other things, execution by the Issuer of this First Supplement; and E. By its execution of this First Supplement, AmeriTrust Company National Association hereby accepts its appointments as successor Trustee and as successor Registrar pursuant to Sections 6.09 and 6.11, respectively, of the Original Indenture and the trusts created by the Original Indenture, as supplemented by this First Supplement; NOW, THEREFORE, in consideration of the premises and other respective covenants and conditions contained in the Original Indenture and herein and