<PAGE>
                                                                    Exhibit 99.1

                                                                  EXECUTION COPY

                                CREDIT AGREEMENT

                          Dated as of November 7, 2001

                                     Among

                          THE DETROIT EDISON COMPANY,

                                  as Borrower

                                      and

                       THE INITIAL LENDERS NAMED HEREIN,

                               as Initial Lenders

                                      and

                               BARCLAYS BANK PLC,

                            as Administrative Agent

                                      and


SALOMON SMITH BARNEY INC.,                       BANC ONE CAPITAL MARKETS, INC.,

 as Co-Syndication Agent                             as Co-Syndication Agent

                                       and

 THE BANK OF NOVA SCOTIA                              MIZUHO FINANCIAL GROUP

as Co-Documentation Agent                           as Co-Documentation Agent



    BARCLAYS CAPITAL                              BANC ONE CAPITAL MARKETS, INC.


                   as Co-Lead Arrangers and Joint Book Runners

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                                TABLE OF CONTENTS

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                                                                                                   PAGE
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ARTICLE I: DEFINITIONS AND ACCOUNTING TERMS ...................................................      1
        SECTION 1.01.     Certain Defined Terms ...............................................      1
        SECTION 1.02.     Computation of Time Periods .........................................     12
        SECTION 1.03.     Accounting Terms ....................................................     12

ARTICLE II: AMOUNTS AND TERMS OF THE REVOLVING CREDIT ADVANCES ................................     12
        SECTION 2.01.     The Revolving Credit Advances .......................................     13
        SECTION 2.02.     Making the Revolving Credit Advances ................................     13
        SECTION 2.03.     Fees ................................................................     14
        SECTION 2.04.     Termination or Reduction of the Commitments .........................     15
        SECTION 2.05.     Repayment of Revolving Credit Advances ..............................     15
        SECTION 2.06.     Interest on Revolving Credit Advances ...............................     15
        SECTION 2.07.     Interest Rate Determination .........................................     16
        SECTION 2.08.     Optional Conversion of Revolving Credit Advances ....................     17
        SECTION 2.09.     Prepayments of Revolving Credit Advances ............................     17
        SECTION 2.10.     Increased Costs .....................................................     18
        SECTION 2.11.     Illegality ..........................................................     19
        SECTION 2.12.     Payments and Computations ...........................................     19
        SECTION 2.13.     Taxes ...............................................................     20
        SECTION 2.14.     Sharing of Payments, Etc ............................................     22
        SECTION 2.15.     Use of Proceeds .....................................................     22
        SECTION 2.16.     Extensions of Revolver Termination Date .............................     22
        SECTION 2.17.     Noteless Agreement; Evidence of Indebtedness. .......................     23

ARTICLE III: CONDITIONS TO EFFECTIVENESS AND LENDING ..........................................     24
        SECTION 3.01.     Conditions Precedent to Effectiveness of Section 2.01 ...............     24
        SECTION 3.02.     Conditions Precedent to Each Borrowing ..............................     26
        SECTION 3.03.     Determinations Under Section 3.01 ...................................     26

ARTICLE IV: REPRESENTATIONS AND WARRANTIES ....................................................     26
        SECTION 4.01.     Representations and Warranties of the Borrower ......................     26
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<TABLE>
<S>                                                                                                 <C>
ARTICLE V: COVENANTS OF THE BORROWER ..........................................................     29
        SECTION 5.01.     Affirmative Covenants ...............................................     29
        SECTION 5.02.     Negative Covenants ..................................................     31

ARTICLE VI: EVENTS OF DEFAULT .................................................................     32
        SECTION 6.01.     Events of Default ...................................................     32

ARTICLE VII: THE AGENT ........................................................................     35
        SECTION 7.01.     Authorization and Action ............................................     35
        SECTION 7.02.     Agent's Reliance, Etc ...............................................     35
        SECTION 7.03.     Barclays and Affiliates .............................................     36
        SECTION 7.04.     Lender Credit Decision ..............................................     36
        SECTION 7.05.     Indemnification .....................................................     36
        SECTION 7.06.     Successor Agent .....................................................     36

ARTICLE VIII: MISCELLANEOUS ...................................................................     37
        SECTION 8.01.     Amendments, Etc .....................................................     37
        SECTION 8.02.     Notices, Etc ........................................................     37
        SECTION 8.03.     No Waiver; Remedies .................................................     38
        SECTION 8.04.     Costs and Expenses ..................................................     38
        SECTION 8.05.     Right of Set-off ....................................................     39
        SECTION 8.06.     Binding Effect ......................................................     39
        SECTION 8.07.     Assignments, Designations and Participations ........................     40
        SECTION 8.08.     Confidentiality .....................................................     44
        SECTION 8.09.     Governing Law .......................................................     44
        SECTION 8.10.     Execution in Counterparts ...........................................     44
        SECTION 8.11.     Jurisdiction, Etc ...................................................     44
        SECTION 8.12.     Waiver of Jury Trial ................................................     45
</TABLE>

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SCHEDULES AND EXHIBITS

Schedules

Schedule I  -  List of Applicable Lending Offices

Pricing Schedule

Exhibits

Exhibit A   -  Form of Note (If Requested)

Exhibit B   -  Form of Notice of Borrowing

Exhibit C   -  Form of Assignment and Acceptance

Exhibit D   -  Form of Certificate by Borrower

Exhibit E   -  Form of Opinion of Counsel to the Borrower

Exhibit F   -  Form of Compliance Certificate



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<PAGE>
                  CREDIT AGREEMENT dated as of November 7, 2001 among THE
DETROIT EDISON COMPANY, a Michigan corporation (the "Borrower"), the banks,
financial institutions and other institutional lenders (the "Initial Lenders")
listed on the signature pages hereof, and BARCLAYS BANK PLC ("Barclays"), as
Administrative Agent (the "Agent") and BANC ONE CAPITAL MARKETS, INC., as
Co-Syndication Agent, and SALOMON SMITH BARNEY INC., as Co-Syndication Agent for
the Lenders (as hereinafter defined).

                  PRELIMINARY STATEMENTS.

                  The Borrower has requested that the Initial Lenders enter into
this Agreement, and the Initial Lenders have indicated their willingness to
enter into this Agreement upon the terms and conditions stated herein.

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein, the parties hereto hereby
agree, subject to the satisfaction of the conditions set forth in Article III,
as follows:

                     ARTICLE I:    DEFINITIONS AND ACCOUNTING TERMS

                  SECTION 1.01. Certain Defined Terms. As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

                  "Affiliate" means, as to any Person, any other Person that,
         directly or indirectly, controls, is controlled by or is under common
         control with such Person or is a director or officer of such Person.
         For purposes of this definition, the term "control" (including the
         terms "controlling", "controlled by" and "under common control with")
         of a Person means the possession, direct or indirect, of the power to
         vote 5% or more of the Voting Stock of such Person or to direct or
         cause the direction of the management and policies of such Person,
         whether through the ownership of Voting Stock, by contract or
         otherwise.

                  "Agent's Account" means the account of the Agent maintained by
         the Agent at Barclays with its office at 222 Broadway, New York, NY,
         10038, Account No. 050- 019104, Attention: Jeff Pannullo.

                  "Applicable Lending Office" means, with respect to each
         Lender, such Lender's Domestic Lending Office in the case of a Base
         Rate Advance and such Lender's Eurodollar Lending Office in the case of
         a Eurodollar Rate Advance.

                  "Applicable Margin" means, as of any date, (i) with respect to
         all Base Rate Advances, 0.0% per annum, and (ii) with respect to all
         Eurodollar Rate Advances, the percentage rate per annum which is
         applicable at such time with respect to Eurodollar Rate Advances as set
         forth in the Pricing Schedule.

                  "Applicable Percentage" means, as of any date, the percentage
         rate per annum at which Facility Fees are accruing on each Lender's
         Commitment (without regard to usage) at such time as set forth in the
         Pricing Schedule.

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         "Applicable Utilization Fee Rate" means, as of any date, the percentage
rate per annum at which Utilization Fees accrue on all Revolving Credit Advances
at such time as set forth in the Pricing Schedule.

         "Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an Eligible Assignee, and accepted by the Agent, in
substantially the form of Exhibit C hereto.

         "Audited Statements" means the Consolidated balance sheets of the
Borrower as at December 31, 2000, and the related Consolidated statements of
income and cash flows of the Borrower for the fiscal year then ended,
accompanied by the opinion thereon of the Borrower's independent public
accountants.

         "Base Rate" means a fluctuating interest rate per annum in effect from
time to time, which rate per annum shall at all times be equal to the highest
of:

                  (a) the rate of interest established by Barclays in New York,
         New York, from time to time, as Barclays' base rate;

                  (b) the sum (adjusted to the nearest 1/16 of 1% or, if there
         is no nearest 1/16 of 1%, to the next higher 1/16 of 1%) of (i) 1/2 of
         1% per annum, plus (ii) the rate obtained by dividing (A) the latest
         three-week moving average of secondary market morning offering rates in
         the United States for three-month certificates of deposit of major
         United States money market banks, such three-week moving average
         (adjusted to the basis of a year of 360 days) being determined weekly
         on each Monday (or, if such day is not a Business Day, on the next
         succeeding Business Day) for the three-week period ending on the
         previous Friday by Barclays on the basis of such rates reported by
         certificate of deposit dealers to and published by the Federal Reserve
         Bank of New York or, if such publication shall be suspended or
         terminated, on the basis of quotations for such rates received by
         Barclays from three New York certificate of deposit dealers of
         recognized standing selected by Barclays, by (B) a percentage equal to
         100% minus the average of the daily percentages specified during such
         three-week period by the Board of Governors of the Federal Reserve
         System (or any successor) for determining the maximum reserve
         requirement (including, but not limited to, any emergency, supplemental
         or other marginal reserve requirement) for Barclays with respect to
         liabilities consisting of or including (among other liabilities)
         three-month U.S. dollar non-personal time deposits in the United
         States, plus (iii) the average during such three-week period of the
         annual assessment rates estimated by Barclays for determining the then
         current annual assessment payable by Barclays to the Federal Deposit
         Insurance Corporation (or any successor) for insuring U.S. dollar
         deposits of Barclays in the United States; and

                  (c) 1/2 of one percent per annum above the Federal Funds Rate.


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                  "Base Rate Advance" means a Revolving Credit Advance that
         bears interest as provided in Section 2.06(a)(i).

                  "Borrower" has the meaning specified in the recital of parties
         to this Agreement.

                  "Borrowing" means a borrowing consisting of simultaneous
         Revolving Credit Advances of the same Type and (in the case of
         Eurodollar Rate Advances) having the same Interest Period, made by each
         of the Lenders pursuant to Section 2.01.

                  "Business Day" means a day of the year on which banks are not
         required or authorized by law to close in New York City or Chicago,
         Illinois and, if the applicable Business Day relates to any Eurodollar
         Rate Advances, on which dealings are carried on in the London interbank
         market.

                  "Capitalization" means the sum of total net worth plus
         Consolidated Debt.

                  "Commitment" has the meaning specified in Section 2.01.

                  "Confidential Information" means information that the Borrower
         furnishes to the Agent or any Lender in a writing designated as
         confidential, but does not include any such information that is or
         becomes generally available to the public or that is or becomes
         available to the Agent or such Lender from a source other than the
         Borrower.

                  "Consolidated" refers to the consolidation of accounts in
         accordance with GAAP.

                  "Convert", "Conversion" and "Converted" each refers to a
         conversion of Revolving Credit Advances of one Type into Revolving
         Credit Advances of the other Type pursuant to Section 2.07 or 2.08.

                  "Debt" of any Person means, without duplication, (a) all
         indebtedness of such Person for borrowed money, (b) all obligations of
         such Person for the deferred purchase price of property or services
         (other than trade payables not overdue by more than 60 days incurred in
         the ordinary course of such Person's business), (c) all obligations of
         such Person evidenced by notes, bonds, debentures or other similar
         instruments, (d) all obligations of such Person created or arising
         under any conditional sale or other title retention agreement with
         respect to property acquired by such Person (even though the rights and
         remedies of the seller or lender under such agreement in the event of
         default are limited to repossession or sale of such property), (e) all
         obligations of such Person as lessee under leases that have been or
         should be, in accordance with GAAP, recorded as capital leases, (f) all
         obligations, contingent or otherwise, of such Person in respect of
         acceptances, letters of credit or similar extensions of credit, (g) all
         obligations of such Person in respect of Hedge Agreements, (h) all Debt
         of others referred to in clauses (a) through (g) above or clause (i)
         below guaranteed directly or indirectly in any manner by such Person,
         or in effect guaranteed directly or indirectly by such Person through
         an agreement (1) to pay or purchase such Debt or to advance or supply
         funds for the payment or purchase of such Debt, (2) to purchase, sell
         or lease (as lessee or lessor) property, or to purchase or sell
         services, primarily for the purpose of enabling the debtor to make
         payment of such Debt or to assure the holder of such Debt against loss,
         (3) to

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         supply funds to or in any other manner invest in the debtor (including
         any agreement to pay for property or services irrespective of whether
         such property is received or such services are rendered) or (4)
         otherwise to assure a creditor against loss, and (i) all Debt referred
         to in clauses (a) through (h) above secured by (or for which the holder
         of such Debt has an existing right, contingent or otherwise, to be
         secured by) any Lien on property (including, without limitation,
         accounts and contract rights) owned by such Person, even though such
         Person has not assumed or become liable for the payment of such Debt.
         See the definition of "Nonrecourse Debt" below.

                  "Declining Lender" has the meaning specified in Section 2.16.

                  "Default" means any Event of Default or any event that would
         constitute an Event of Default but for the requirement that notice be
         given or time elapse or both.

                  "Designating Lender" has the meaning specified in Section
         8.07(h).

                  "Disclosed Litigation" has the meaning specified in Section
         3.01(b).

                  "Domestic Lending Office" means, with respect to any Lender,
         the office of such Lender specified as its "Domestic Lending Office"
         opposite its name on Schedule I hereto or in the Assignment and
         Acceptance pursuant to which it became a Lender, or such other office
         of such Lender as such Lender may from time to time specify to the
         Borrower and the Agent.

         "DTE Energy" means DTE Energy Company, a Michigan corporation.

                  "EBITDA" means, for any period, net income (or net loss) plus
         the sum of (a) interest expense, (b) income tax expense, (c)
         depreciation expense and (d) amortization expense, in each case
         determined in accordance with GAAP for such period less the aggregate
         amount, if any, of securitization bond charges (or similar charges
         imposed on customers for the purpose of servicing Securitization Bonds)
         collected by or on behalf of the Securitization SPE, to the extent such
         charges are included in the calculation of net income (or net loss).

                  "Effective Date" has the meaning specified in Section 3.01.

                  "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
         Lender; (iii) a commercial bank organized under the laws of the United
         States, or any State thereof, and having a combined capital and surplus
         of at least $250,000,000; (iv) a savings and loan association or
         savings bank organized under the laws of the United States, or any
         State thereof, and having a combined capital and surplus of at least
         $250,000,000; (v) a commercial bank organized under the laws of any
         other country that is a member of the Organization for Economic
         Cooperation and Development or has concluded special lending
         arrangements with the International Monetary Fund associated with its
         General Arrangements to Borrow, or a political subdivision of any such
         country, and having a combined capital and surplus of at least
         $250,000,000, so long as such bank is acting through a branch or agency
         located in the United States; (vi) the central bank of any country that
         is a member of the Organization for Economic Cooperation and

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<PAGE>
         Development; (vii) a finance company, insurance company or other
         financial institution or fund (whether a corporation, partnership,
         trust or other entity) that is engaged in making, purchasing or
         otherwise investing in commercial loans in the ordinary course of its
         business and having a combined capital and surplus of at least
         $250,000,000; and (viii) any other Person approved by the Agent and, so
         long as no Event of Default shall be continuing, the Borrower, such
         approval not to be unreasonably withheld or delayed by either party;
         provided, however, that neither the Borrower nor an Affiliate of the
         Borrower shall qualify as an Eligible Assignee.

                  "Environmental Action" means any action, suit, demand, demand
         letter, claim, notice of non-compliance or violation, notice of
         liability or potential liability, investigation, proceeding, consent
         order or consent agreement relating in any way to any Environmental
         Law, Environmental Permit or Hazardous Materials or arising from
         alleged injury or threat of injury to health, safety or the
         environment, including, without limitation, (a) by any governmental or
         regulatory authority for enforcement, cleanup, removal, response,
         remedial or other actions or damages and (b) by any governmental or
         regulatory authority or any third party for damages, contribution,
         indemnification, cost recovery, compensation or injunctive relief.

                  "Environmental Law" means any federal, state, local or foreign
         statute, law, ordinance, rule, regulation, code, order, judgment,
         decree or judicial or agency interpretation, policy or guidance
         relating to pollution or protection of the environment, health, safety
         or natural resources, including, without limitation, those relating to
         the use, handling, transportation, treatment, storage, disposal,
         release or discharge of Hazardous Materials.

                  "Environmental Permit" means any permit, approval,
         identification number, license or other authorization required under
         any Environmental Law.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "ERISA Affiliate" means any Person that for purposes of Title
         IV of ERISA is a member of the Borrower's controlled group, or under
         common control with the Borrower, within the meaning of Section 414 of
         the Internal Revenue Code.

                  "ERISA Event" means (a) (i) the occurrence of a reportable
         event, within the meaning of Section 4043 of ERISA, with respect to any
         Plan unless the 30-day notice requirement with respect to such event
         has been waived by the PBGC, or (ii) the requirements of subsection (1)
         of Section 4043(b) of ERISA (without regard to subsection (2) of such
         Section) are met with a contributing sponsor, as defined in Section
         4001(a)(13) of ERISA, of a Plan, and an event described in paragraph
         (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably
         expected to occur with respect to such Plan within the following 30
         days; (b) the application for a minimum funding waiver with respect to
         a Plan; (c) the provision by the administrator of any Plan of a notice
         of intent to terminate such Plan pursuant to Section 4041(a)(2) of
         ERISA (including any such notice


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<PAGE>
         with respect to a plan amendment referred to in Section 4041(e) of
         ERISA); (d) the cessation of operations at a facility of the Borrower
         or any ERISA Affiliate in the circumstances described in Section
         4062(e) of ERISA; (e) the withdrawal by the Borrower or any ERISA
         Affiliate from a Multiple Employer Plan during a plan year for which it
         was a substantial employer, as defined in Section 4001(a)(2) of ERISA;
         (f) the conditions for the imposition of a lien under Section 302(f) of
         ERISA shall have been met with respect to any Plan; (g) the adoption of
         an amendment to a Plan requiring the provision of security to such Plan
         pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of
         proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or
         the occurrence of any event or condition described in Section 4042 of
         ERISA t hat constitutes grounds for the termination of, or the
         appointment of a trustee to administer, a Plan.

                  "Eurocurrency Liabilities" has the meaning assigned to that
         term in Regulation D of the Board of Governors of the Federal Reserve
         System, as in effect from time to time.

                  "Eurodollar Lending Office" means, with respect to any Lender,
         the office of such Lender specified as its "Eurodollar Lending Office"
         opposite its name on Schedule I hereto or in the Assignment and
         Acceptance pursuant to which it became a Lender (or, if no such office
         is specified, its Domestic Lending Office), or such other office of
         such Lender as such Lender may from time to time specify to the
         Borrower and the Agent.

                  "Eurodollar Rate" means, for any Interest Period for each
         Eurodollar Rate Advance comprising part of the same Borrowing, an
         interest rate per annum equal to the rate per annum obtained by
         dividing (a) the average (rounded upward to the nearest whole multiple
         of 1/16 of 1% per annum, if such average is not such a multiple) of the
         rate per annum at which deposits in U.S. dollars are offered by the
         principal office of each of the Reference Banks in London, England to
         prime banks in the London interbank market at 11:00 A.M. (London time)
         two Business Days before the first day of such Interest Period in an
         amount approximately equal to such Reference Bank's Eurodollar Rate
         Advance comprising part of such Borrowing to be outstanding during such
         Interest Period and for a period equal to such Interest Period by (b) a
         percentage equal to 100% minus the Eurodollar Rate Reserve Percentage
         for such Interest Period. The Eurodollar Rate for any Interest Period
         for each Eurodollar Rate Advance comprising part of the same Borrowing
         shall be determined by the Agent on the basis of applicable rates
         furnished to and received by the Agent from the Reference Banks two
         Business Days before the first day of such Interest Period, subject,
         however, to the provisions of Section 2.07.

                  "Eurodollar Rate Advance" means a Revolving Credit Advance
         that bears interest as provided in Section 2.06(a)(ii).

                  "Eurodollar Rate Reserve Percentage" for any Interest Period
         for all Eurodollar Rate Advances comprising part of the same Borrowing
         means the reserve percentage applicable two Business Days before the
         first day of such Interest Period under regulations issued from time to
         time by the Board of Governors of the Federal Reserve System (or any
         successor) for determining the maximum reserve requirement (including,


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<PAGE>
         without limitation, any emergency, supplemental or other marginal
         reserve requirement) for a member bank of the Federal Reserve System in
         New York City with respect to liabilities or assets consisting of or
         including Eurocurrency Liabilities (or with respect to any other
         category of liabilities that includes deposits by reference to which
         the interest rate on Eurodollar Rate Advances is determined) having a
         term equal to such Interest Period.

                  "Events of Default" has the meaning specified in Section 6.01.

                  "Excluded Hedging Debt" means all Debt arising under any Hedge
         Agreement in respect of fluctuations in commodity prices.

                  "Existing Credit Agreement" means that certain Credit
         Agreement, dated as of July 11, 2001, among the Borrower, the lenders
         parties thereto, and Barclays Bank PLC, as administrative agent, as the
         same has been amended, restated, supplemented or otherwise modified
         from time to time.

                  "Extending Lenders" has the meaning specified in Section 2.16.

                  "Facility Fee" has the meaning specified in Section 2.03(a).

                  "Federal Funds Rate" means, for any period, a fluctuating
         interest rate per annum equal for each day during such period to the
         weighted average of the rates on overnight federal funds transactions
         with members of the Federal Reserve System arranged by federal funds
         brokers, as published for such day (or, if such day is not a Business
         Day, for the next preceding Business Day) by the Federal Reserve Bank
         of New York, or, if such rate is not so published for any day that is a
         Business Day, the average of the quotations for such day on such
         transactions received by the Agent from three federal funds brokers of
         recognized standing selected by it.

                  "Financial Officer" of any Person means the chief executive
         officer, president, chief financial officer, any vice president,
         controller, assistant controller, treasurer or any assistant treasurer
         of such Person.

                  "GAAP" has the meaning specified in Section 1.03.

                  "Hazardous Materials" means (a) petroleum and petroleum
         products, by-products or breakdown products, radioactive materials,
         asbestos-containing materials, polychlorinated biphenyls and radon gas
         and (b) any other chemicals, materials or substances designated,
         classified or regulated as hazardous or toxic or as a pollutant or
         contaminant under any Environmental Law.

                  "Hedge Agreements" means interest rate swap, cap or collar
         agreements, interest rate future or option contracts, currency swap
         agreements, currency future or option contracts and other similar
         agreements.

                  "Insufficiency" means, with respect to any Plan, the amount,
         if any, of its unfunded benefit liabilities, as defined in Section
         4001(a)(18) of ERISA.


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<PAGE>
                  "Interest Period" means, for each Eurodollar Rate Advance
         comprising part of the same Borrowing, the period commencing on the
         date of such Eurodollar Rate Advance or the date of the Conversion of
         any Base Rate Advance into such Eurodollar Rate Advance and ending on
         the last day of the period selected by the Borrower pursuant to the
         provisions below and, thereafter, with respect to Eurodollar Rate
         Advances, each subsequent period commencing on the last day of the
         immediately preceding Interest Period and ending on the last day of the
         period selected by the Borrower pursuant to the provisions below. The
         duration of each such Interest Period shall be one, two, three or six
         months, as the Borrower may, upon notice received by the Agent not
         later than 11:00 A.M. (New York City time) on the third Business Day
         prior to the first day of such Interest Period, select; provided,
         however, that:

                           (i) the Borrower may not select any Interest Period
                  that ends after the Revolver Termination Date then in effect;

                           (ii) Interest Periods commencing on the same date for
                  Eurodollar Rate Advances comprising part of the same Borrowing
                  shall be of the same duration;

                           (iii) whenever the last day of any Interest Period
                  would otherwise occur on a day other than a Business Day, the
                  last day of such Interest Period shall be extended to occur on
                  the next succeeding Business Day, provided, however, that, if
                  such extension would cause the last day of such Interest
                  Period to occur in the next following calendar month, the last
                  day of such Interest Period shall occur on the next preceding
                  Business Day; and

                           (iv) whenever the first day of any Interest Period
                  occurs on a day of an initial calendar month for which there
                  is no numerically corresponding day in the calendar month that
                  succeeds such initial calendar month by the number of months
                  equal to the number of months in such Interest Period, such
                  Interest Period shall end on the last Business Day of such
                  succeeding calendar month.

                  "Internal Revenue Code" means the Internal Revenue Code of
         1986, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "Junior Subordinated Debentures" means subordinated junior
         deferrable interest debentures issued by the Borrower from time to time
         in an outstanding aggregate principal amount not to exceed the
         aggregate principal amount of such debentures outstanding on the date
         hereof.

                  "Lenders" means the Initial Lenders and each Person that shall
         become a party hereto pursuant to Section 8.07(a), (b) and (c) and,
         except when used in reference to a Revolving Credit Advance, a
         Borrowing, a Note, a Commitment or a related term.

                  "Lien" means any lien, security interest or other charge or
         encumbrance of any kind, or any other type of preferential arrangement,
         including, without limitation, the lien or retained security title of a
         conditional vendor and any easement, right of way or other encumbrance
         on title to real property.


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                  "Loan Documents" means this Agreement and the Notes.

                  "Material Adverse Change" means any material adverse change in
         the business, condition (financial or otherwise), operations,
         performance, properties or prospects of the Borrower and its
         Subsidiaries taken as a whole.

                  "Material Adverse Effect" means a material adverse effect on
         (a) the business, condition (financial or otherwise), operations,
         performance, properties or prospects of the Borrower and its
         Subsidiaries taken as a whole, (b) the rights and remedies of the Agent
         or any Lender under any Loan Document or (c) the ability of the
         Borrower to perform its obligations under any Loan Document to which it
         is a party.

                  "Maximum Facility Amount" means $300,000,000.

                  "MichCon" means Michigan Consolidated Gas Company, a Michigan
         corporation, wholly owned (indirectly) by DTE Energy.

                  "Moody's" means Moody's Investors Service, Inc.

                  "Moody's Rating" is defined in the Pricing Schedule.

                  "Multiemployer Plan" means a multiemployer plan, as defined in
         Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
         Affiliate is making or accruing an obligation to make contributions, or
         has within any of the preceding five plan years made or accrued an
         obligation to make contributions.

                  "Multiple Employer Plan" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of the Borrower or any ERISA Affiliate and at least one
         Person other than the Borrower and the ERISA Affiliates or (b) was so
         maintained and in respect of which the Borrower or any ERISA Affiliate
         could have liability under Section 4064 or 4069 of ERISA in the event
         such plan has been or were to be terminated.

                  "Nonrecourse Debt" means Debt of the Borrower or any of its
         Subsidiaries in respect of which no recourse may be had by the
         creditors under such Debt against the Borrower or such Subsidiary in
         its individual capacity or against the assets of the Borrower or such
         Subsidiary, other than assets which were purchased by the Borrower or
         such Subsidiary with the proceeds of such Debt; it being understood
         that Securitization Bonds shall constitute Nonrecourse Debt for all
         purposes of the Loan Documents, except to the extent (and only to the
         extent) of any claims made against the Borrower in respect of its
         indemnification obligations relating to such Securitization Bonds.

                  "Note" has the meaning specified in Section 2.17.

                  "Notice of Borrowing" has the meaning specified in Section
         2.02(a).

                  "PBGC" means the Pension Benefit Guaranty Corporation (or any
         successor).


                                       9
<PAGE>
                  "Person" means an individual, partnership, corporation
         (including a business trust), joint stock company, trust,
         unincorporated association, joint venture, limited liability company or
         other entity, or a government or any political subdivision or agency
         thereof.

                  "Plan" means a Single Employer Plan or a Multiple Employer
         Plan.

                  "Pricing Schedule" means the Pricing Schedule identifying the
         Applicable Margin, the Applicable Percentage and the Applicable
         Utilization Fee Rate attached hereto identified as such.

                  "Property" of a Person means any and all property, whether
         real, personal, tangible, intangible, or mixed, of such Person, or
         other assets owned by such Person.

                  "Receivables Purchase Documents" means those documents entered
         into in connection with the receivables purchase facility among the
         Borrower, Corporate Asset Funding Company, Inc., Citibank, N.A. and
         Citicorp North America, Inc. dated as of March 9, 2001 (including any
         amendments to or replacements of such facility) and those documents
         entered into in connection with any series of receivables purchase or
         sale agreements generally consistent with terms contained in comparable
         structured finance transactions pursuant to which the Borrower or any
         of its Subsidiaries, in their respective capacities as sellers or
         transferors of any receivables, sell or transfer to SPCs all of their
         respective rights, title and interest in and to certain receivables for
         further sale or transfer to other purchasers of or investors in such
         assets (and the other documents, instruments and agreements executed in
         connection therewith), as any such agreements may be amended, restated,
         supplemented or otherwise modified from time to time, or any
         replacement or substitution therefor.

                  "Receivables Purchase Facility" means the receivables purchase
         facility among the Borrower, Corporate Asset Funding Company, Inc.,
         Citibank, N.A., and Citicorp North America, Inc. dated as of March 9,
         2001 (including any amendments to or replacements of such facility) and
         any other securitization facility made available to the Borrower or any
         of its Subsidiaries, pursuant to which receivables of the Borrower or
         any of its Subsidiaries are transferred to one or more SPCs, and
         thereafter to certain investors, pursuant to the terms and conditions
         of the Receivables Purchase Documents.

                  "Reference Banks" means Citibank, N.A., Barclays Bank PLC and
         Bank One, NA (Main Office - Chicago).

                  "Register" has the meaning specified in Section 8.07(d).

                  "Required Lenders" means at any time Lenders owed more than
         fifty percent (50%) of the then aggregate unpaid principal amount of
         the Revolving Credit Advances owing to Lenders, or, if no such
         principal amount is then outstanding, Lenders having more than fifty
         percent (50%) of the Commitments.

                  "Revolver Termination Date" means the earlier of (a) November
         5, 2002 or, if extended pursuant to Section 2.16, the date that is 364
         days after the Revolver


                                       10
<PAGE>
         Termination Date then in effect, and (b) the date of termination in
         whole of the Commitments pursuant to Section 2.04 or 6.01; provided,
         however, that the Revolver Termination Date of any Lender that is a
         Declining Lender to any requested extension pursuant to Section 2.16
         shall be the Revolver Termination Date in effect immediately prior to
         the date on which such extension was granted for all purposes of this
         Agreement.

                  "Revolving Credit Advance" means an advance by a Lender to the
         Borrower as part of a Borrowing, and refers to a Base Rate Advance or a
         Eurodollar Rate Advance (each of which shall be a "Type" of Revolving
         Credit Advance).

                  "S&P" means Standard & Poor's Ratings Group, a division of
         McGraw-Hill, Inc.

                  "S&P Rating" is defined in the Pricing Schedule.

                  "SEC Reports" means the following reports and financial
         statements of the Borrower:

(i)      the Borrower's Annual Report on Form 10-K for the year ended December
         31, 2000, as filed with or sent to the Securities and Exchange
         Commission, including therein the Audited Statements of the Borrower;
         and

(ii)     the Borrower's Quarterly Report on Form 10-Q for the quarter ended June
         30, 2001, including therein the Unaudited Statements of the Borrower,
         and the Borrower's Current Reports on Form 8-K, if any, provided to the
         Lenders prior to the date of this Agreement.

                  "SPC" means any special purpose entity established for the
         purpose of purchasing receivables in connection with a receivables
         securitization transaction permitted under the terms of this Agreement

                  "SPV" has the meaning specified in Section 8.07(h).

                  "Securitization Bonds" means Debt of the Securitization SPE,
         issued pursuant to Enrolled Senate Bill No. 1253, Public Act 142 of
         2000 of the State of Michigan.

                  "Securitization SPE" means The Detroit Edison Securitization
         Funding LLC, a single-member limited liability company organized under
         the laws of the State of Michigan, all of the membership interest in
         which is held directly by the Borrower.

                  "Significant Subsidiary" means any Subsidiary of the Borrower
         (A) the total assets (after intercompany eliminations) of which exceed
         30% of the total assets of the Borrower and its Subsidiaries or (B) the
         net worth of which exceeds 30% of the Consolidated Net Worth of the
         Borrower and its Subsidiaries, in each case as shown on the audited
         consolidated financial statements of the Borrower as of the end of the
         fiscal year immediately preceding the date of determination.

                  "Single Employer Plan" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of the Borrower or


                                       11
<PAGE>
         any ERISA Affiliate and no Person other than the Borrower and the ERISA
         Affiliates or (b) was so maintained and in respect of which the
         Borrower or any ERISA Affiliate could have liability under Section 4069
         of ERISA in the event such plan has been or were to be terminated.

                  "Subsidiary" of any Person means any corporation, partnership,
         joint venture, limited liability company, trust or estate of which (or
         in which) more than 50% of (a) the issued and outstanding capital stock
         having ordinary voting power to elect a majority of the Board of
         Directors of such corporation (irrespective of whether at the time
         capital stock of any other class or classes of such corporation shall
         or might have voting power upon the occurrence of any contingency), (b)
         the interest in the capital or profits of such limited liability
         company, partnership or joint venture or (c) the beneficial interest in
         such trust or estate is at the time directly owned or controlled by
         such Person, by such Person and one or more of its other Subsidiaries
         or by one or more of such Person's other Subsidiaries.

                  "Unaudited Statements" means the unaudited condensed
         Consolidated balance sheets of the Borrower, as at June 30, 2001, and
         the related condensed Consolidated statements of income and cash flows
         of the Borrower for the six-month period then ended, duly certified by
         a Financial Officer of the Borrower.

                  "Utilization Fee" has the meaning specified in Section
         2.03(c).

                  "Voting Stock" means capital stock issued by a corporation, or
         equivalent interests in any other Person, the holders of which are
         ordinarily, in the absence of contingencies, entitled to vote for the
         election of directors (or persons performing similar functions) of such
         Person, even if the right so to vote has been suspended by the
         happening of such a contingency.

                  "Withdrawal Liability" has the meaning specified in Part I of
         Subtitle E of Title IV of ERISA.

                  SECTION 1.02. Computation of Time Periods. In this Agreement
in the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each mean "to but excluding".

                  SECTION 1.03. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistent with those applied in the preparation
of the financial statements referred to in Section 4.01(e) ("GAAP").

         ARTICLE II: AMOUNTS AND TERMS OF THE REVOLVING CREDIT ADVANCES

                  SECTION 2.01. The Revolving Credit Advances. Each Lender
severally agrees, on the terms and conditions hereinafter set forth, to make
Revolving Credit Advances to the Borrower from time to time on any Business Day
during the period from the Effective Date until the Revolver Termination Date in
an aggregate amount not to exceed at any time outstanding the amount set forth
opposite such Lender's name on Schedule 1 hereto or, if such


                                       12
<PAGE>
Lender has entered into any Assignment and Acceptance, set forth for such Lender
in the Register maintained by the Agent pursuant to Section 8.07(d), as such
amount may be reduced pursuant to Section 2.04 (such Lender's "Commitment").
Each Borrowing shall be in an aggregate amount of $5,000,000 or an integral
multiple of $1,000,000 in excess thereof and shall consist of Revolving Credit
Advances of the same Type made on the same day by the Lenders ratably according
to their respective Commitments. Within the limits of each Lender's Commitment,
the Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.09
and reborrow under this Section 2.01.

                  SECTION 2.02. Making the Revolving Credit Advances. (a) Each
Borrowing shall be made on notice, given not later than 11:00 A.M. (New York
City time) on the third Business Day prior to the date of the proposed Borrowing
in the case of a Borrowing consisting of Eurodollar Rate Advances, or 10:00 A.M.
(New York City time) the Business Day of the proposed Borrowing in the case of a
Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which
shall give to each Lender prompt notice thereof by telecopier or telex. Each
such notice of a Borrowing (a "Notice of Borrowing") shall be by telephone,
confirmed immediately in writing, or telecopier or telex in substantially the
form of Exhibit B hereto, specifying therein the requested (i) date of such
Borrowing, (ii) Type of Revolving Credit Advances comprising such Borrowing,
(iii) aggregate amount of such Borrowing, and (iv) in the case of a Borrowing
consisting of Eurodollar Rate Advances, initial Interest Period for each such
Revolving Credit Advance. Each Lender shall, before 12:00 noon (New York City
time) on the date of such Borrowing, make available for the account of its
Applicable Lending Office to the Agent at the Agent's Account, in same day
funds, such Lender's ratable portion of such Borrowing. After the Agent's
receipt of such funds and upon fulfillment of the applicable conditions set
forth in Article III, the Agent will make such funds available to the Borrower
at the Agent's address referred to in Section 8.02.

         (b) Anything in subsection (a) above to the contrary notwithstanding,
(i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if
the aggregate amount of such Borrowing is less than $5,000,000 or if the
obligation of the Lenders to make Eurodollar Rate Advances shall then be
suspended pursuant to Section 2.07 or 2.11 and (ii) the Eurodollar Rate Advances
may not be outstanding as part of more than ten separate Borrowings.

         (c) Each Notice of Borrowing shall be irrevocable and binding on the
Borrower. In the case of any Borrowing that the related Notice of Borrowing
specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall
indemnify each Lender against any loss, cost or expense incurred by such Lender
as a result of any failure to fulfill on or before the date specified in such
Notice of Borrowing for such Borrowing the applicable conditions set forth in
Article III, including, without limitation, any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the
Revolving Credit Advance to be made by such Lender as part of such Borrowing
when such Revolving Credit Advance, as a result of such failure, is not made on
such date.

         (d) Unless the Agent shall have received notice from a Lender prior to
the date of any Borrowing that such Lender will not make available to the Agent
such Lender's ratable portion of such Borrowing, the Agent may assume that such
Lender has made such portion available to


                                       13
<PAGE>
the Agent on the date of such Borrowing in accordance with subsection (a) of
this Section 2.02 and the Agent may, in reliance upon such assumption, make
available to the Borrower on such date a corresponding amount. If and to the
extent that such Lender shall not have so made such ratable portion available to
the Agent, such Lender and the Borrower severally agree to repay to the Agent
forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to the Borrower until
the date such amount is repaid to the Agent, at (i) in the case of the Borrower,
the interest rate applicable at the time to Revolving Credit Advances comprising
such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If
such Lender shall repay to the Agent such corresponding amount, such amount so
repaid shall constitute such Lender's Revolving Credit Advance as part of such
Borrowing for purposes of this Agreement.

         (e) The failure of any Lender to make the Revolving Credit Advance to
be made by it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Revolving Credit Advance on the date
of such Borrowing, but no Lender shall be responsible for the failure of any
other Lender to make the Revolving Credit Advance to be made by such other
Lender on the date of any Borrowing.

                  SECTION 2.03. Fees. (a) Facility Fee. The Borrower agrees to
pay to the Agent for the account of each Lender a facility fee (the "Facility
Fee") on the aggregate amount of such Lender's Commitment from the date hereof
in the case of each Initial Lender and from effective date specified in the
Assignment and Acceptance pursuant to which it became a Lender in the case of
each other Lender until all of the Revolving Credit Advances have been paid in
full and the Commitments under this Agreement have been terminated at a rate per
annum equal to the Applicable Percentage in effect from time to time, payable in
arrears quarterly on the last day of each March, June, September and December,
and on the Revolving Loan Termination Date.

         (b) Agent's Fees. The Borrower shall pay to the Agent for its own
account such fees as may from time to time be agreed between the Borrower and
the Agent.

         (c) Utilization Fee. If the aggregate outstanding amount of all
Revolving Credit Advances hereunder exceeds thirty-three percent (33%) of the
aggregate amount of all Commitments then in effect on such date (or, if the
Commitments have been terminated, the aggregate amount of all Commitments in
effect immediately prior to such termination), the Borrower will pay to the
Agent for the ratable benefit of the Lenders a utilization fee (the "Utilization
Fee") at a per annum rate equal to the Applicable Utilization Fee Rate in effect
from time to time payable on the aggregate outstanding amount of all Revolving
Credit Advances on such date, payable in arrears quarterly on the last day of
each March, June, September and December, and on the Revolving Loan Termination
Date.

                  SECTION 2.04. Termination or Reduction of the Commitments. (a)
The Commitments shall be automatically terminated on the Revolver Termination
Date.

         (b) The Borrower shall have the right, upon at least three Business
Days' notice to the Agent, to terminate in whole or reduce ratably in part the
unused portions of the respective Commitments of the Lenders, provided that each
partial reduction shall be in the aggregate


                                       14
<PAGE>
amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof.
Once terminated, a Commitment or portion thereof may not be reinstated.

                  SECTION 2.05. Repayment of Revolving Credit Advances. The
Borrower shall repay to the Agent for the ratable account of the Lenders on the
Revolver Termination Date the aggregate principal amount of the Revolving Credit
Advances then outstanding.

                  SECTION 2.06. Interest on Revolving Credit Advances. (a)
Scheduled Interest. The Borrower shall pay interest on the unpaid principal
amount of each Revolving Credit Advance owing to each Lender from the date of
such Revolving Credit Advance until such principal amount shall be paid in full,
at the following rates per annum:

                  (i) Base Rate Advances. During such periods as such Revolving
         Credit Advance is a Base Rate Advance, a rate per annum equal at all
         times to the sum of (x) the Base Rate in effect from time to time plus
         (y) the Applicable Margin in effect from time to time, payable in
         arrears quarterly on the last day of each March, June, September and
         December during such periods and on the date such Base Rate Advance
         shall be Converted or paid in full.

                  (ii) Eurodollar Rate Advances. During such periods as such
         Revolving Credit Advance is a Eurodollar Rate Advance, a rate per annum
         equal at all times during each Interest Period for such Revolving
         Credit Advance to the sum of (x) the Eurodollar Rate for such Interest
         Period for such Revolving Credit Advance plus (y) the Applicable
         Margin in effect from time to time, payable in arrears on the last day
         of such Interest Period and, if such Interest Period has a duration of
         more than three months, on each day that occurs during such Interest
         Period every three months from the first day of such Interest Period
         and on the date such Eurodollar Rate Advance shall be Converted or paid
         in full.

         (b) Default Interest. (i) Upon the occurrence and during the
continuance of an Event of Default, the Borrower shall pay interest on the
unpaid principal amount of each Revolving Credit Advance owing to each Lender,
payable in arrears on the dates referred to in clause (a)(i) or (a)(ii) above,
at a rate per annum equal at all times to 2% per annum above the rate per annum
required to be paid on such Revolving Credit Advance pursuant to clause (a)(i)
or (a)(ii) above, and (ii) the Borrower shall pay, to the fullest extent
permitted by law, the amount of any interest, fee or other amount payable
hereunder that is not paid when due, from the date such amount shall be due
until such amount shall be paid in full, payable in arrears on the date such
amount shall be paid in full and on demand, at a rate per annum equal at all
times to 2% per annum above the rate per annum required to be paid on Base Rate
Advances pursuant to clause (a)(i) above.

                  SECTION 2.07. Interest Rate Determination. (a) Each Reference
Bank agrees to furnish to the Agent timely information for the purpose of
determining each Eurodollar Rate. If any one or more of the Reference Banks
shall not furnish such timely information to the Agent for the purpose of
determining any such interest rate, the Agent shall determine such interest rate
on the basis of timely information furnished by the remaining Reference Banks.
The Agent shall give prompt notice to the Borrower and the Lenders of the
applicable interest rate


                                       15
<PAGE>
determined by the Agent for purposes of Section 2.06(a)(i) or (ii), and the
rate, if any, furnished by each Reference Bank for the purpose of determining
the interest rate under Section 2.06(a)(ii).

         (b) If, with respect to any Eurodollar Rate Advances, the Required
Lenders notify the Agent that the Eurodollar Rate for any Interest Period for
such Eurodollar Rate Advances will not adequately reflect the cost to such
Required Lenders of making, funding or maintaining their respective Eurodollar
Rate Advances for such Interest Period, the Agent shall forthwith so notify the
Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to
make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances
shall be suspended until the Agent shall notify the Borrower and the Lenders
that the circumstances causing such suspension no longer exist.

         (c) If the Borrower shall fail to select the duration of any Interest
Period for any Eurodollar Rate Advances in accordance with the provisions
contained in the definition of "Interest Period" in Section 1.01, the Agent will
forthwith so notify the Borrower and the Lenders and such Eurodollar Rate
Advances will automatically, on the last day of the then existing Interest
Period therefor, Convert into Base Rate Advances.

         (d) On the date on which the aggregate unpaid principal amount of
Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment
or prepayment or otherwise, to less than $5,000,000, such Eurodollar Rate
Advances shall automatically Convert into Base Rate Advances.

         (e) Upon the occurrence and during the continuance of any Event of
Default, (i) each Eurodollar Rate Advance will automatically, on the last day of
the then existing Interest Period therefor, Convert into a Base Rate Advance and
(ii) the obligation of the Lenders to make, or to Convert Revolving Credit
Advances into, Eurodollar Rate Advances shall be suspended.

         (f) If fewer than two Reference Banks furnish timely information to the
Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances:

                  (i) the Agent shall forthwith notify the Borrower and the
         Lenders that the interest rate cannot be determined for such Eurodollar
         Rate Advances,

                  (ii) with respect to Eurodollar Rate Advances, each such
         Eurodollar Rate Advance will automatically, on the last day of the then
         existing Interest Period therefor, Convert into a Base Rate Advance (or
         if such Eurodollar Rate Advance is then a Base Rate Advance, will
         continue as a Base Rate Advance), and

                  (iii) the obligation of the Lenders to make Eurodollar Rate
         Advances or to Convert Revolving Credit Advances into Eurodollar Rate
         Advances shall be suspended until the Agent shall notify the Borrower
         and the Lenders that the circumstances causing such suspension no
         longer exist.

                  SECTION 2.08. Optional Conversion of Revolving Credit
Advances. The Borrower may on any Business Day, upon notice given to the Agent
not later than 11:00 A.M. (New York City time) on the third Business Day prior
to the date of the proposed Conversion and


                                       16
<PAGE>
subject to the provisions of Sections 2.07 and 2.11, Convert all Revolving
Credit Advances of one Type comprising the same Borrowing into Revolving Credit
Advances of the other Type (it being understood that such Conversion of a
Revolving Credit Advance or of its Interest Period does not constitute a
repayment or prepayment of such Revolving Credit Advance); provided, however,
that any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be
made only on the last day of an Interest Period for such Eurodollar Rate
Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances
shall be in an amount not less than the minimum amount specified in Section
2.02(b) and no Conversion of any Revolving Credit Advances shall result in more
separate Borrowings than permitted under Section 2.02(b). Each such notice of a
Conversion shall, within the restrictions specified above, specify (i) the date
of such Conversion, (ii) the Revolving Credit Advances to be Converted, and
(iii) if such Conversion is into Eurodollar Rate Advances, the duration of the
initial Interest Period for each such Eurodollar Rate Advance. Each notice of
Conversion shall be irrevocable and binding on the Borrower.

                  SECTION 2.09. Prepayments of Revolving Credit Advances. (a)
Optional Prepayment. The Borrower may on any Business Day, upon notice given to
the Agent not later than 11:00 A.M. (New York City time), (i) on the same day
for Base Rate Advances and (ii) on the second Business Day prior to the
prepayment in the case of Eurodollar Rate Advances stating the proposed date and
aggregate principal amount of the prepayment (and if such notice is given the
Borrower shall) prepay the outstanding principal amount of the Revolving Credit
Advances comprising part of the same Borrowing in whole or ratably in part,
together with accrued interest to the date of such prepayment on the principal
amount prepaid; provided, however, that (x) each partial prepayment shall be in
an aggregate principal amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof and (y) in the event of any such prepayment of a
Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the
Lenders in respect thereof pursuant to Section 8.04(c).

                  (b) Mandatory Prepayment. The Borrower shall, upon five
Business Days notice from the Agent given at the request or with the consent of
the Required Lenders, prepay the aggregate principal amount outstanding plus all
interest thereon and all other amounts payable hereunder or under the Notes, in
the event that: (i) any Person or two or more Persons acting in concert (other
than DTE Energy or any of its Subsidiaries) shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934), directly or indirectly,
of Voting Stock of the Borrower (or other securities convertible into such
Voting Stock) representing 20% or more of the combined voting power of all
Voting Stock of the Borrower; or (ii) any Person or two or more Persons acting
in concert (other than DTE Energy or any of its Subsidiaries) shall have
acquired by contract or otherwise, or shall have entered into a contract or
arrangement that, upon consummation, will result in its or their acquisition of
the power to exercise, directly or indirectly, a controlling influence over the
management or policies of the Borrower.

                  SECTION 2.10. Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Lender of agreeing to make or
making, funding or maintaining Eurodollar Rate Advances (excluding for purposes
of


                                       17
<PAGE>
this Section 2.10 any such increased costs resulting from (i) Taxes or Other
Taxes (as to which Section 2.13 shall govern) and (ii) changes in the basis of
taxation of overall net income or overall gross income by the United States or
by the foreign jurisdiction or state under the laws of which such Lender is
organized or has its Applicable Lending Office or any political subdivision
thereof), then the Borrower shall from time to time, upon demand by such Lender
(with a copy of such demand to the Agent), pay to the Agent for the account of
such Lender additional amounts sufficient to compensate such Lender for such
increased cost. A certificate as to the amount of such increased cost, submitted
to the Borrower and the Agent by such Lender, shall be conclusive and binding
for all purposes, absent manifest error.

         (b) If any Lender determines that compliance with any law or regulation
or any guideline or request from any central bank or other governmental
authority (whether or not having the force of law) affects or would affect the
amount of capital required or expected to be maintained by such Lender or any
corporation controlling such Lender and that the amount of such capital is
increased by or based upon the existence of such Lender's commitment to lend
hereunder and other commitments of this type, then, upon demand by such Lender
(with a copy of such demand to the Agent), the Borrower shall pay to the Agent
for the account of such Lender, from time to time as specified by such Lender,
additional amounts sufficient to compensate such Lender or such corporation in
the light of such circumstances, to the extent that such Lender reasonably
determines such increase in capital to be allocable to the existence of such
Lender's commitment to lend hereunder. A certificate as to such amounts
submitted to the Borrower and the Agent by such Lender shall be conclusive and
binding for all purposes, absent manifest error.

         (c) In the event that a Lender demands payment from the Borrower for
amounts owing pursuant to subsection (a) or (b) of this Section 2.10, the
Borrower may, upon payment of such amounts and subject to the requirements of
Sections 8.04 and 8.07, substitute for such Lender another financial
institution, which financial institution shall be an Eligible Assignee and shall
assume the Commitments of such Lender and purchase the Revolving Credit Advances
held by such Lender in accordance with Section 8.07, provided, however, that (i)
no Default shall have occurred and be continuing, (ii) the Borrower shall have
satisfied all of its obligations in connection with the Loan Documents with
respect to such Lender, and (iii) if such assignee is not a Lender, (A) such
assignee is acceptable to the Agent and (B) the Borrower shall have paid the
Agent a $3,000 administrative fee.

                  SECTION 2.11. Illegality. Notwithstanding any other provision
of this Agreement, if any Lender shall notify the Agent that the introduction of
or any change in or in the interpretation of any law or regulation makes it
unlawful, or any central bank or other governmental authority asserts that it is
unlawful, for any Lender or its Eurodollar Lending Office to perform its
obligations hereunder to make Eurodollar Rate Advances or to fund or maintain
Eurodollar Rate Advances hereunder, (i) each Eurodollar Rate Advance will
automatically, upon such demand, Convert into a Base Rate Advance or a Revolving
Credit Advance that bears interest at the rate set forth in Section 2.06(a)(i),
as the case may be, and (ii) the obligation of the Lenders to make Eurodollar
Rate Advances or to Convert Revolving Credit Advances into Eurodollar Rate
Advances shall be suspended until the Agent shall notify the Borrower and the
Lenders that the circumstances causing such suspension no longer exist.


                                       18
<PAGE>
                  SECTION 2.12. Payments and Computations. (a) The Borrower
shall make each payment hereunder and under the Notes not later than 11:00 A.M.
(New York City time) on the day when due in U.S. dollars to the Agent at the
Agent's Account in same day funds and without set off, deduction or
counterclaim. The Agent will promptly thereafter cause to be distributed like
funds relating to the payment of principal or interest, facility fees or the
Utilization Fee ratably (other than amounts payable pursuant to Section 2.10,
2.13 or 8.04(c)) to the Lenders for the account of their respective Applicable
Lending Offices, and like funds relating to the payment of any other amount
payable to any Lender to such Lender for the account of its Applicable Lending
Office, in each case to be applied in accordance with the terms of this
Agreement. Upon its acceptance of an Assignment and Acceptance and recording of
the information contained therein in the Register pursuant to Section 8.07(c),
from and after the effective date specified in such Assignment and Acceptance,
the Agent shall make all payments hereunder and under the Notes in respect of
the interest assigned thereby to the Lender assignee thereunder, and the parties
to such Assignment and Acceptance shall make all appropriate adjustments in such
payments for periods prior to such effective date directly between themselves.

         (b) The Borrower hereby authorizes each Lender, if and to the extent
payment owed to such Lender is not made when due hereunder or under the Note
held by such Lender, to charge from time to time against any or all of the
Borrower's accounts with such Lender any amount so due.

         (c) All computations of interest based on the Base Rate shall be made
by the Agent on the basis of a year of 365 or 366 days, as the case may be, and
all computations of interest based on the Eurodollar Rate or the Federal Funds
Rate and of facility fees and the Utilization Fee shall be made by the Agent on
the basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest, facility fees or the Utilization Fee are payable. Each
determination by the Agent of an interest rate hereunder shall be conclusive and
binding for all purposes, absent manifest error.

         (d) Whenever any payment hereunder or under the Notes shall be stated
to be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest, facility fee or the
Utilization Fee, as the case may be; provided, however, that, if such extension
would cause payment of interest on or principal of Eurodollar Rate Advances to
be made in the next following calendar month, such payment shall be made on the
next preceding Business Day.

         (e) Unless the Agent shall have received notice from the Borrower prior
to the date on which any payment is due to the Lenders hereunder that the
Borrower will not make such payment in full, the Agent may assume that the
Borrower has made such payment in full to the Agent on such date and the Agent
may, in reliance upon such assumption, cause to be distributed to each Lender on
such due date an amount equal to the amount then due such Lender. If and to the
extent the Borrower shall not have so made such payment in full to the Agent,
each Lender shall repay to the Agent forthwith on demand such amount distributed
to such Lender together


                                       19
<PAGE>
with interest thereon, for each day from the date such amount is distributed to
such Lender until the date such Lender repays such amount to the Agent, at the
Federal Funds Rate.

                  SECTION 2.13. Taxes. (a) Any and all payments by the Borrower
hereunder or under the Notes shall be made, in accordance with Section 2.12,
free and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding, in the case of each Lender and the Agent, taxes
imposed on its overall net income, and franchise taxes imposed on it in lieu of
net income taxes, by the jurisdiction under the laws of which such Lender or the
Agent (as the case may be) is organized or any political subdivision thereof
and, in the case of each Lender, taxes imposed on its overall net income, and
franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction
of such Lender's Applicable Lending Office or any political subdivision thereof
(all such non-excluded taxes, levies, imposts, deductions, charges, withholdings
and liabilities in respect of payments hereunder or under the Notes being
hereinafter referred to as "Taxes"). If the Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder or under any
Note to any Lender or the Agent, (i) the sum payable shall be increased as may
be necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.13) such Lender or
the Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable
law.

         (b) In addition, the Borrower agrees to pay any present or future stamp
or documentary taxes or any other excise or property taxes, charges or similar
levies that arise from any payment made hereunder or under the Notes or from the
execution, delivery or registration of, performing under, or otherwise with
respect to, this Agreement or the Notes (hereinafter referred to as "Other
Taxes").

         (c) The Borrower shall indemnify each Lender and the Agent for the full
amount of Taxes or Other Taxes (including, without limitation, any taxes imposed
by any jurisdiction on amounts payable under this Section 2.13) imposed on or
paid by such Lender or the Agent (as the case may be) and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto. This indemnification shall be made within 30 days from the date such
Lender or the Agent (as the case may be) makes written demand therefor.

         (d) Within 30 days after the date of any payment of Taxes, the Borrower
shall furnish to the Agent, at its address referred to in Section 8.02, the
original or a certified copy of a receipt evidencing payment thereof. In the
case of any payment hereunder or under the Notes by or on behalf of the Borrower
through an account or branch outside the United States or by or on behalf of the
Borrower by a payor that is not a United States person, if the Borrower
determines that no Taxes are payable in respect thereof, the Borrower shall
furnish, or shall cause such payor to furnish, to the Agent, at such address, an
opinion of counsel acceptable to the Agent stating that such payment is exempt
from Taxes. For purposes of this subsection (d) and subsection (e), the terms
"United States" and "United States person" shall have the meanings specified in
Section 7701 of the Internal Revenue Code.

                                       20
<PAGE>
         (e) Each Lender organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Initial Lender and on the date of the Assignment
and Acceptance pursuant to which it becomes a Lender in the case of each other
Lender, and from time to time thereafter as requested in writing by the Borrower
(but only so long as such Lender remains lawfully able to do so), shall provide
each of the Agent and the Borrower with two original Internal Revenue Service
Form W-8BEW or W-8ECI, as appropriate, or any successor or other form prescribed
by the Internal Revenue Service, certifying that such Lender is exempt from or
entitled to a reduced rate of United States withholding tax on payments pursuant
to this Agreement or the Notes. If the forms provided by a Lender at the time
such Lender first becomes a party to this Agreement indicates a United States
interest withholding tax rate in excess of zero, withholding tax at such rate
shall be considered excluded from Taxes unless and until such Lender provides
the appropriate forms certifying that a lesser rate applies, whereupon
withholding tax at such lesser rate only shall be considered excluded from Taxes
for periods governed by such form; provided, however, that, if at the date of
the Assignment and Acceptance pursuant to which a Lender assignee becomes a
party to this Agreement, the Lender assignor was entitled to payments under
subsection (a) in respect of United States withholding tax with respect to
interest paid at such date, then, to such extent, the term Taxes shall include
(in addition to withholding taxes that may be imposed in the future or other
amounts otherwise includable in Taxes) United States withholding tax, if any,
applicable with respect to the Lender assignee on such date. If any form or
document referred to in this subsection (e) requires the disclosure of
information, other than information necessary to compute the tax payable and
information required on the date hereof by Internal Revenue Service Form W8BEW
or W-8ECI, that the Lender reasonably considers to be confidential, the Lender
shall give notice thereof to the Borrower and shall not be obligated to include
in such form or document such confidential information.

         (f) For any period with respect to which a Lender has failed to provide
the Borrower with the appropriate form described in Section 2.13(e) (other than
if such failure is due to a change in law occurring subsequent to the date on
which a form originally was required to be provided, or if such form otherwise
is not required under the first sentence of subsection (e) above), such Lender
shall not be entitled to indemnification under Section 2.13(a) or (c) with
respect to Taxes imposed by the United States by reason of such failure;
provided, however, that should a Lender become subject to Taxes because of its
failure to deliver a form required hereunder, the Borrower shall take such steps
as the Lender shall reasonably request to assist the Lender to recover such
Taxes.

         (g) In the event that a Lender demands payment from the Borrower for
amounts owing pursuant to subsection (a) or (b) of this Section 2.13, the
Borrower may, upon payment of such amounts and subject to the requirements of
Sections 8.04 and 8.07, substitute for such Lender another financial
institution, which financial institution shall be an Eligible Assignee and shall
assume the Commitments of such Lender and purchase the Revolving Credit Advances
held by such Lender in accordance with Section 8.07, provided, however, that (i)
no Default shall have occurred and be continuing, (ii) the Borrower shall have
satisfied all of its obligations in connection with the Loan Documents with
respect to such Lender, and (iii) if such assignee is not a Lender, (A) such
assignee is acceptable to the Agent and (B) the Borrower shall have paid the
Agent a $3,000 administrative fee.


                                       21

<PAGE>
                  SECTION 2.14. Sharing of Payments, Etc. If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Revolving Credit Advances
owing to it (other than pursuant to Section 2.10, 2.13 or 8.04(c)) in excess of
its ratable share of payments on account of the Revolving Credit Advances
obtained by all the Lenders, such Lender shall forthwith purchase from the other
Lenders such participations in the Revolving Credit Advances owing to them as
shall be necessary to cause such purchasing Lender to share the excess payment
ratably with each of them; provided, however, that if all or any portion of such
excess payment is thereafter recovered from such purchasing Lender, such
purchase from each Lender shall be rescinded and such Lender shall repay to the
purchasing Lender the purchase price to the extent of such recovery together
with an amount equal to such Lender's ratable share (according to the proportion
of (i) the amount of such Lender's required repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered.
The Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 2.14 may, to the fullest extent permitted by
law, exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation.

                  SECTION 2.15. Use of Proceeds. The proceeds of the Revolving
Credit Advances shall be available (and the Borrower agrees that it shall use
such proceeds) solely for general corporate purposes, including commercial paper
liquidity, of the Borrower and its Subsidiaries.

                  SECTION 2.16. Extensions of Revolver Termination Date. No
earlier than 45 days and no later than 30 days prior to the Revolver Termination
Date in effect at any time, the Borrower may, by written notice to the Agent,
request that such Revolver Termination Date be extended for a period of 364
days. Such request shall be irrevocable and binding upon the Borrower. The Agent
shall promptly notify each Lender of such request. If a Lender agrees, in its
individual and sole discretion, to so extend its Commitment (an "Extending
Lender"), it shall deliver to the Agent a written notice of its agreement to do
so no earlier than 30 days and no later than 20 days prior to such Revolver
Termination Date and the Agent shall notify the Borrower of such Extending
Lender's agreement to extend its Commitment no later than 15 days prior to such
Revolver Termination Date. The Commitment of any Lender that fails to accept or
respond to the Borrower's request for extension of the Revolver Termination Date
(a "Declining Lender") shall be terminated on the Revolver Termination Date
originally in effect (without regard to any extension by other Lenders) and on
such Revolver Termination Date the Borrower shall pay in full the principal
amount of all Revolving Credit Advances owing to such Declining Lender, together
with accrued interest thereon to the date of such payment of principal and all
other amounts payable to such Declining Lender under this Agreement. The Agent
shall promptly notify each Extending Lender of the aggregate Commitments of the
Declining Lenders. The Extending Lenders, or any of them, may offer to increase
their respective Commitments by an aggregate amount up to the aggregate amount
of the Declining Lenders' Commitments and any such Extending Lender shall
deliver to the Agent a notice of its offer to so increase its Commitment no
later than 15 days prior to such Revolver Termination Date. To the extent of any
shortfall in the aggregate amount of extended Commitments, the Borrower shall
have the right to require any Declining Lender to assign in full its rights and
obligations under this

                                       22
<PAGE>
Agreement to an Eligible Assignee designated by the Borrower and acceptable to
the Agent, that agrees to accept all of such rights and obligations (a
"Replacement Lender"), provided that (i) such increase and/or such assignment is
otherwise in compliance with Section 8.07 (provided that the $3000 processing
and recording fee in respect of such assignment shall be payable by the
Borrower), (ii) such Declining Lender receives payment in full of the principal
amount of all Revolving Credit Advances owing to such Declining Lender, together
with accrued interest thereon to the date of such payment of principal and all
other amounts payable to such Declining Lender under this Agreement, and (iii)
any such increase shall be effective on the Revolver Termination Date in effect
at the time the Borrower requests such extension and any such assignment shall
be effective on the date specified by the Borrower and agreed to by the
Replacement Lender and the Agent. If Extending Lenders and Replacement Lenders
provide Commitments in an aggregate amount at least equal to 51% of the
aggregate amount of the Commitments outstanding 30 days prior to the Revolver
Termination Date in effect at the time the Borrower requests such extension, the
Revolver Termination Date shall be extended by 364 days for such Extending
Lenders.

                  SECTION 2.17. Noteless Agreement; Evidence of Indebtedness.

                  (a) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Borrower to
such Lender resulting from each Revolving Credit Advance made by such Lender
from time to time, including the amounts of principal and interest payable and
paid to such Lender from time to time hereunder.

                  (b) The Agent shall also maintain accounts in which it will
record (i) the date and the amount of each Revolving Credit Advance made
hereunder and the Interest Period, if any, applicable thereto, (ii) the amount
of any principal or interest due and payable or to become due and payable from
the Borrower to each Lender hereunder, (iii) the effective date and amount of
each Assignment and Acceptance delivered to and accepted by it and the parties
thereto pursuant to Section 8.07, (iv) the amount of any sum received by the
Agent hereunder from the Borrower and each Lender's share thereof, and (v) all
other appropriate debits and credits as provided in this Agreement, including,
without limitation, all fees, charges, expenses and interest.

                  (c) The entries maintained in the accounts maintained pursuant
to clauses (a) and (b) above shall be prima facie evidence of the existence and
amounts of the obligations hereunder and under the Notes therein recorded;
provided, however, that the failure of the Agent or any Lender to maintain such
accounts or any error therein shall not in any manner affect the obligation of
the Borrower to repay such obligations in accordance with their terms.

                  (d) Any Lender may request that its Revolving Credit Advances
be evidenced by a promissory note representing its Revolving Credit Advances
substantially in the form of Exhibit A (each, a "Note"). In such event, the
Borrower shall prepare, execute and deliver to such Lender such Note payable to
the order of such Lender. Thereafter, the Revolving Credit Advances evidenced by
each such Note and interest thereon shall at all times (including after any
assignment pursuant to Section 8.07) be represented by one or more Notes payable
to the order of the payee named therein or any assignee pursuant to Section
8.07, except to the extent that any such Lender or assignee subsequently returns
any such Note for cancellation and requests that

                                       23
<PAGE>
such Revolving Credit Advances once again be evidenced as described in clauses
(a) and (b) above.

               ARTICLE III:    CONDITIONS TO EFFECTIVENESS AND LENDING

                  SECTION 3.01. Conditions Precedent to Effectiveness of Section
2.01. Section 2.01 of this Agreement shall become effective on and as of the
date hereof (the "Effective Date"), provided that the following conditions
precedent have been satisfied on such date:

                  (a) There shall have occurred no Material Adverse Change since
         June 30, 2001.

                  (b) There shall exist no action, suit, investigation,
         litigation or proceeding affecting the Borrower or any of its
         Significant Subsidiaries pending or threatened before any court,
         governmental agency or arbitrator that (i) could be reasonably likely
         to have a Material Adverse Effect other than the matters disclosed or
         contemplated in the SEC Reports (the "Disclosed Litigation") or (ii)
         purports to affect the legality, validity or enforceability of any Loan
         Document or the consummation of the transactions contemplated hereby
         and there shall have been no adverse change in the status, or financial
         effect on the Borrower or any of its Significant Subsidiaries of the
         Disclosed Litigation from that disclosed or contemplated in the SEC
         Reports.

                  (c) The Lenders shall have been given such access, as such
         Lenders have reasonably requested, to the management, records, books of
         account, contracts and properties of the Borrower and its Significant
         Subsidiaries as they shall have requested.

                  (d) All governmental and third party consents and approvals
         necessary in connection with the transactions contemplated hereby shall
         have been obtained (without the imposition of any conditions that are
         not acceptable to the Lenders) and shall remain in effect, and no law
         or regulation shall be applicable in the reasonable judgment of the
         Lenders that restrains, prevents or imposes materially adverse
         conditions upon the transactions contemplated by the Loan Documents.

                  (e) The Borrower shall have notified each Lender and the Agent
         in writing as to the proposed Effective Date.

                  (f) The Borrower shall have paid all accrued fees and
         reasonable expenses of the Agent and the Lenders with respect to this
         Agreement for which the Agent shall have made reasonable demand in
         accordance with Section 8.04 on or prior to the Effective Date.

                  (g) On the Effective Date, the following statements shall be
         true and the Agent shall have received for the account of each Lender a
         certificate signed by a duly authorized officer of the Borrower, dated
         the Effective Date, stating that:

                           (i) The representations and warranties contained in
                  Section 4.01 are correct on and as of the Effective Date, and


                                       24
<PAGE>
                           (ii) No event has occurred and is continuing that
                  constitutes a Default.

                           (iii) The Borrower shall have delivered a
                  certificate, substantially in form of Exhibit D hereto, signed
                  on behalf of the Borrower by a Financial Officer of the
                  Borrower.

                  (h) The Agent shall have received on or before the Effective
         Date the following, each dated such day, in form and substance
         satisfactory to the Agent and (except for any Notes requested by the
         Lenders) in sufficient copies for each Lender:

                           (i) Notes, if any, to the order of each Lender
                  requesting the issuance of a Note as of the Closing Date
                  pursuant to Section 2.17.

                           (ii) Certified copies of the resolutions of the Board
                  of Directors of the Borrower approving each Loan Document to
                  which it is a party, and of all documents evidencing other
                  necessary corporate action and governmental approvals, if any,
                  with respect to each Loan Document to which it is a party.

                           (iii) A certificate of the Corporate Secretary or an
                  Assistant Corporate Secretary of the Borrower certifying the
                  names and true signatures of the officers of the Borrower
                  authorized to sign each Loan Document to which it is a party
                  and the other documents to be delivered hereunder or
                  thereunder.

                           (iv) Copies of the SEC Reports.

                           (v) A favorable opinion of T.A. Hughes, the General
                  Counsel of the Borrower, substantially in the form of Exhibit
                  E hereto and as to such other matters as any Lender through
                  the Agent may reasonably request.

                           (vi) Evidence satisfactory to the Agent that the
                  Existing Credit Agreement shall have been or shall
                  simultaneously with the initial Revolving Credit Advance
                  hereunder be terminated (except for those provisions that
                  expressly survive the termination thereof) and all loans
                  outstanding and other amounts owed to the lenders or agents
                  thereunder shall have been simultaneously with the initial
                  Revolving Credit Advance hereunder be paid in full.

                  SECTION 3.02. Conditions Precedent to Each Borrowing. The
obligation of each Lender to make a Revolving Credit Advance on the occasion of
each Borrowing shall be subject to the conditions precedent that the Effective
Date shall have occurred and on the date of such Borrowing (a) the following
statements shall be true (and each of the giving of the applicable Notice of
Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing
shall constitute a representation and warranty by the Borrower that on the date
of such Borrowing such statements are true):

                  (i) the representations and warranties contained in Section
         4.01 (other than the representations and warranties contained in the
         last sentence of Section 4.01(e) and in Section 4.01(f)) are correct on
         and as of the date of such Borrowing, before and after


                                     25
<PAGE>
         giving effect to such Borrowing and to the application of the proceeds
         therefrom, as though made on and as of such date, and

                  (ii) no event has occurred and is continuing, or would result
         from such Borrowing or from the application of the proceeds therefrom,
         that constitutes a Default;

and (b) the Agent shall have received such other approvals, opinions or
documents as any Lender through the Agent may reasonably request.

                  SECTION 3.03. Determinations Under Section 3.01. For purposes
of determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the Agent responsible for the transactions contemplated by this Agreement
shall have received notice from such Lender prior to the date that the Borrower,
by notice to the Lenders, designates as the proposed Effective Date, specifying
its objection thereto. The Agent shall promptly notify the Lenders of the
occurrence of the Effective Date.

                      ARTICLE IV:    REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01. Representations and Warranties of the Borrower.
The Borrower represents and warrants as follows:

                  (a) The Borrower is a corporation duly organized, validly
         existing and in good standing under the laws of the jurisdiction of its
         incorporation.

                  (b) The execution, delivery and performance by the Borrower of
         the Loan Documents to which it is a party, and the consummation of the
         transactions contemplated hereby and thereby, are within the Borrower's
         corporate powers, have been duly authorized by all necessary corporate
         action, and do not contravene (i) the Borrower's charter or by-laws or
         (ii) law or any contractual restriction binding on or affecting the
         Borrower.

                  (c) No authorization or approval or other action by, and no
         notice to or filing with, any governmental authority or regulatory body
         or any other third party is required for the due execution, delivery
         and performance by the Borrower of this Agreement, the Notes or any
         other Loan Document to which it is a party.

                  (d) This Agreement has been, and each of the Notes and each of
         the other Loan Documents to which it is a party when delivered
         hereunder will have been, duly executed and delivered by the Borrower.
         This Agreement is, and each of the Notes and each of the other Loan
         Documents to which it is a party when delivered hereunder will be, the
         legal, valid and binding obligation of the Borrower enforceable against
         the Borrower in accordance with their respective terms, subject to the
         effect of any applicable bankruptcy, insolvency, reorganization,
         moratorium or similar law affecting creditors rights generally.


                                       26
<PAGE>
                  (e) The Audited Statements of the Borrower and the Unaudited
         Statements of the Borrower, copies of each of which have been furnished
         to each Lender, fairly present, subject in the case of Unaudited
         Statements to normal year-end audit adjustments, the Consolidated
         financial condition, results of operations and cash flows of the
         relevant Persons and entities, as at the dates and for the periods
         therein indicated, all in accordance with generally accepted accounting
         principles consistently applied. Since June 30, 2001, there has been no
         Material Adverse Change, except as shall have been disclosed or
         contemplated in the SEC Reports.

                  (f) There is no pending or threatened action, suit,
         investigation, litigation or proceeding, including, without limitation,
         any Environmental Action, affecting the Borrower or any of the
         Significant Subsidiaries before any court, governmental agency or
         arbitrator that (i) could be reasonably likely to have a Material
         Adverse Effect (other than the Disclosed Litigation) or (ii) purports
         to affect the legality, validity or enforceability of this Agreement,
         any Note or any other Loan Document or the consummation of the
         transactions contemplated hereby and there has been no adverse change
         in the status of any Disclosed Litigation, or its financial effect on
         the Borrower or any of the Significant Subsidiaries from that disclosed
         or contemplated in the SEC Reports.

                  (g) The operations and properties of the Borrower and each of
         the Significant Subsidiaries comply in all material respects with all
         applicable Environmental Laws and Environmental Permits, all past
         non-compliance with such Environmental Laws and Environmental Permits
         has been resolved without ongoing obligations or costs, except as
         disclosed or contemplated in the SEC Reports, and no circumstances
         exist that could be reasonably likely to (i) form the basis of an
         Environmental Action against the Borrower or any of the Significant
         Subsidiaries or any of their properties that could have a Material
         Adverse Effect or (ii) cause any such property to be subject to any
         restrictions on ownership, occupancy, use or transferability under any
         Environmental Law that could have a Material Adverse Effect.

                  (h) No ERISA Event has occurred or is reasonably expected to
         occur with respect to any Plan.

                  (i) Schedule B (Actuarial Information) to the most recent
         annual report (Form 5500 Series) for each Plan, copies of which have
         been filed with the Internal Revenue Service, is complete and accurate
         and fairly presents the funding status of such Plan, and since the date
         of such Schedule B there has been no material adverse change in such
         funding status.

                  (j) Neither the Borrower nor any ERISA Affiliate has incurred
         or is reasonably expected to incur any Withdrawal Liability to any
         Multiemployer Plan.

                  (k) Neither the Borrower nor any ERISA Affiliate has been
         notified by the sponsor of a Multiemployer Plan that such Multiemployer
         Plan is in reorganization or has been terminated, within the meaning of
         Title IV of ERISA, and no such Multiemployer Plan is reasonably
         expected to be in reorganization or to be terminated, within the
         meaning of Title IV of ERISA.


                                       27
<PAGE>
                  (l) Except as set forth in the financial statements referred
         to in subsection (e) above, the Borrower and its Subsidiaries have no
         material liability with respect to "expected post retirement benefit
         obligations" within the meaning of Statement of Financial Accounting
         Standards No. 106.

                  (m) The Borrower is not engaged in the business of extending
         credit for the purpose of purchasing or carrying margin stock (within
         the meaning of Regulation U issued by the Board of Governors of the
         Federal Reserve System), and no proceeds of any Revolving Credit
         Advance will be used to purchase or carry any margin stock or to extend
         credit to others for the purpose of purchasing or carrying any margin
         stock; and after applying the proceeds of each Revolving Credit Advance
         hereunder, margin stock (within the meaning of Regulation U issued by
         the Board of Governors of the Federal Reserve System) constitutes less
         than twenty-five percent (25%) of the value of those assets of the
         Borrower and its Subsidiaries which are subject to any limitation on
         sale or pledge, or any other restriction hereunder.

                  (n) Neither the Borrower nor any of its Subsidiaries is, or
         after the making of any Revolving Credit Advance or the application of
         the proceeds or repayment thereof, or the consummation of any of the
         other transactions contemplated hereby, will be, an "investment
         company", or an "affiliated person" of, or "promoter" or "principal
         underwriter" for, an "investment company" (within the meaning of the
         Investment Company Act of 1940, as amended).

                  (o) The Borrower is a "public utility company" and a
         "subsidiary company" of DTE Energy, which is a "holding company" as
         such terms are defined in the Public Utility Holding Company Act of
         1935, as amended (the "1935 Act"), and such "holding company" and the
         Borrower are currently exempt from the provisions of the 1935 Act
         (except Section 9 thereof).

                      ARTICLE V: COVENANTS OF THE BORROWER

                  SECTION 5.01. Affirmative Covenants. So long as any Revolving
Credit Advance shall remain unpaid or any Lender shall have any Commitment
hereunder, the Borrower will:

                  (a) Compliance with Laws, Etc. Comply, and cause each of its
         Subsidiaries to comply, in all material respects, with all applicable
         laws, rules, regulations and orders, such compliance to include,
         without limitation, compliance with ERISA and Environmental Laws.

                  (b) Payment of Taxes, Etc. Pay and discharge, and cause each
         of its Subsidiaries to pay and discharge, before the same shall become
         delinquent, (i) all taxes, assessments and governmental charges or
         levies imposed upon it or upon its property and (ii) all lawful claims
         that, if unpaid, might by law become a Lien upon its property;
         provided, however, that neither the Borrower nor any of its
         Subsidiaries shall be required to pay or discharge any such tax,
         assessment, charge or claim that is being contested in good faith and
         by proper proceedings and as to which appropriate reserves are being


                                       28
<PAGE>
maintained, unless and until any Lien resulting therefrom attaches to its
property and becomes enforceable against its other creditors.

         (c) Maintenance of Insurance. Maintain, and cause each of its
Subsidiaries to maintain, insurance with responsible and reputable insurance
companies or associations in such amounts and covering such risks as is usually
carried by companies engaged in similar businesses and owning similar properties
(including customary self-insurance) in the same general areas in which the
Borrower or such Subsidiary operates.

         (d) Preservation of Corporate Existence, Etc. Preserve and maintain its
corporate existence, rights (charter and statutory) and franchises; provided,
however, that the Borrower shall not be required to preserve any right or
franchise if the Board of Directors of the Borrower or such Subsidiary shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Borrower and that the loss thereof is not disadvantageous in
any material respect to the Borrower or the Lenders.

         (e) Visitation Rights. At any reasonable time and from time to time,
permit the Agent or any of the Lenders or any agents or representatives thereof,
to examine and make copies of and abstracts from the records and books of
account of, and visit the properties of, the Borrower and any of the Significant
Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower
and any of the Significant Subsidiaries with any of their officers or directors
and with their independent certified public accountants.

         (f) Keeping of Books. Keep, and cause each of its Significant
Subsidiaries to keep, proper books of record and account, in which full and
correct entries shall be made of all financial transactions and the assets and
business of the Borrower and each such Subsidiary in accordance with generally
accepted accounting principles in effect from time to time.

         (g) Maintenance of Properties, Etc. Subject to clause (d) above,
maintain and preserve, and cause each of its Significant Subsidiaries to
maintain and preserve, all of their respective properties that are used or
useful in the conduct of their respective businesses in good working order and
condition, ordinary wear and tear excepted.

         (h) Reporting Requirements. Furnish to the Lenders:

                  (i) as soon as available and in any event within 45 days after
         the end of each of the first three quarters of each fiscal year of the
         Borrower, Consolidated balance sheet of the Borrower and its
         Consolidated Subsidiaries as of the end of such quarter and
         Consolidated statements of income and cash flows of the Borrower and
         its Subsidiaries for the period commencing at the end of the previous
         fiscal year and ending with the end of such quarter;

                  (ii) as soon as available and in any event within 90 days
         after the end of each fiscal year of the Borrower, a copy of the Annual
         Report on Form 10-K for such year for the Borrower and its Consolidated
         Subsidiaries, as filed with or sent to the Securities and Exchange
         Commission, containing the Consolidated

                                       29
<PAGE>
                  balance sheet of the Borrower and its Consolidated
                  Subsidiaries as of the end of such fiscal year and
                  Consolidated statements of income and cash flows of the
                  Borrower and its Subsidiaries for such fiscal year, in each
                  case accompanied by an opinion by Deloitte & Touche LLP or
                  other independent public accountants acceptable to the
                  Required Lenders;

                           (iii) together with the financial statements required
                  under clauses (i) or (ii) above, a compliance certificate in
                  substantially the form of Exhibit F signed by a Financial
                  Officer of the Borrower showing the then current information
                  and calculations necessary to determine (i) the Applicable
                  Margin, the Applicable Percentage and the Applicable
                  Utilization Fee Rate and compliance with this Agreement and
                  stating that no Event of Default or Default exists, or if any
                  Event of Default or Default exists, stating the nature and
                  status thereof;

                           (iv) as soon as possible and in any event within five
                  days after the occurrence of each Default continuing on the
                  date of such statement, a statement of a Financial Officer of
                  the Borrower setting forth details of such Default and the
                  action that the Borrower has taken and proposes to take with
                  respect thereto;

                           (v) as soon as possible and in any event within five
                  days after any change in the Borrower's Moody's Rating or S&P
                  Rating, notice thereof;

                           (vi) promptly after the sending or filing thereof
                  copies of all reports and registration statements that the
                  Borrower or any Subsidiary filed with the Securities and
                  Exchange Commission or any national securities exchange;

                           (vii) promptly after the commencement thereof, notice
                  of all actions and proceedings before any court, governmental
                  agency or arbitrator affecting the Borrower or any of its
                  Subsidiaries of the type described in Section 4.01(f); and

                           (viii) such other information respecting the Borrower
                  or any of its Subsidiaries as any Lender through the Agent may
                  from time to time reasonably request.

                  SECTION 5.02. Negative Covenants. At all times on and after
the Effective Date so long as any Revolving Credit Advance shall remain unpaid
or any Lender shall have any Commitment hereunder, the Borrower will not:

                  (a) Liens, Etc. Create, incur, or suffer to exist any Lien in,
                  of or on the Property of the Borrower or any of its
                  Subsidiaries, except:

                  (i) Liens for taxes, assessments or governmental charges or
                  levies on its Property if the same shall not at the time be
                  delinquent or thereafter can be paid without penalty, or are
                  being contested in good faith and by appropriate proceedings
                  and for which adequate reserves in accordance with GAAP shall
                  have been set aside on its books;


                                       30
<PAGE>
         (ii) Liens imposed by law, such as carriers', warehousemen's and
         mechanics' liens and other similar liens arising in the ordinary course
         of business which secure payment of obligations not more than sixty
         (60) days past due or which are being contested in good faith by
         appropriate proceedings and for which adequate reserves in accordance
         with GAAP shall have been set aside on its books;

         (iii) Liens arising out of pledges or deposits under worker's
         compensation laws, unemployment insurance, old age pensions, or other
         social security or retirement benefits, or similar legislation;

         (iv) Utility easements, building restrictions and such other
         encumbrances or charges against real property as are of a nature
         generally existing with respect to properties of a similar character
         and which do not in any material way affect the marketability of the
         same or interfere with the use thereof in the business of the Borrower
         or its Subsidiaries;

         (v) Liens described in the SEC Reports;

         (vi) Liens pursuant to the Borrower's Mortgage and Deed of Trust, dated
         as of October 1, 1924, as supplemented, as described therein;

         (vii) Liens pursuant to the Borrower's Indenture, dated as of June 30,
         1993, as supplemented, as described therein, in connection with the
         issuance of debt securities secured by mortgage bonds; and

         (viii) Liens, including, without limitation, Liens arising in
         connection with a Receivables Purchase Facility or the issuance of
         Securitization Bonds, securing Debt of the Borrower (other than Debt of
         the Borrower owed to any Subsidiary) and/or securing Debt of the
         Borrower's Subsidiaries (other than Debt of any Subsidiary owed to the
         Borrower or any other Subsidiary), in an aggregate outstanding amount
         not to exceed ten percent (10%) of the consolidated assets of the
         Borrower and its Subsidiaries at any time.

         (b) Mergers, Etc. Merge or consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to, any Person, or permit any Significant
Subsidiary to do so, except that (i) any Significant Subsidiary may merge or
consolidate with or into any other Significant Subsidiary, (ii) any Significant
Subsidiary may merge into or dispose of assets to the Borrower, and (iii) the
Borrower may merge or consolidate with (a) MichCon, so long as the Borrower
shall be the surviving entity or MichCon shall expressly assume the obligations
under this Agreement or (b) any other Person so long as the Borrower shall be
the surviving entity and has, after giving effect to such merger or
consolidation, senior unsecured Debt outstanding rated at least BBB- by S&P and
Baa3 by Moody's; provided, in each case, that no Default shall have occurred and
be continuing at the time of such proposed transaction or would result
therefrom.


                                       31
<PAGE>
                  (c) Change in Nature of Business. Make, or permit any of its
         Significant Subsidiaries to make, any material change in the nature of
         its business as carried on the date hereof, other than as disclosed or
         contemplated in the SEC Reports.

                  (d) Accounting Changes. Make or permit, or permit any of its
         Subsidiaries to make or permit, any change in accounting policies or
         reporting practices, except as required or permitted by generally
         accepted accounting principles.


                          ARTICLE VI: EVENTS OF DEFAULT

                  SECTION 6.01. Events of Default. If any of the following
events ("Events of Default") shall occur and be continuing:

                  (a) The Borrower shall fail to pay any principal of any
         Revolving Credit Advance when the same becomes due and payable; or the
         Borrower shall fail to pay any interest on any Revolving Credit Advance
         or make any other payment of fees or other amounts payable under this
         Agreement or any Note within three Business Days after the same becomes
         due and payable; or

                  (b) Any representation or warranty made by the Borrower
         herein, by the Borrower (or any of its officers) in connection with
         this Agreement shall prove to have been incorrect in any material
         respect when made; or

                  (c) (i) The Borrower shall fail to perform or observe any
         term, covenant or agreement contained in Section 2.09(b), 5.01(d), (e)
         or (h) or 5.02, or (ii) the Borrower shall fail to perform or observe
         any other term, covenant or agreement contained in any Loan Document on
         its part to be performed or observed if such failure shall remain
         unremedied for 10 days after written notice thereof shall have been
         given to the Borrower by the Agent or any Lender; or

                  (d) The Borrower or any of its Significant Subsidiaries shall
         fail to pay any principal of or premium or interest on any Debt that is
         outstanding in a principal or notional amount of at least $25,000,000
         in the aggregate (but excluding Debt outstanding hereunder and
         Nonrecourse Debt) of the Borrower or such Significant Subsidiary (as
         the case may be), when the same becomes due and payable (whether by
         scheduled maturity, required prepayment, acceleration, demand or
         otherwise), and such failure shall continue after the applicable grace
         period, if any, specified in the agreement or instrument relating to
         such Debt; or any other event shall occur or condition shall exist
         under any agreement or instrument relating to any such Debt and shall
         continue after the applicable grace period, if any, specified in such
         agreement or instrument, if the effect of such event or condition is to
         accelerate, or to permit the acceleration of, the maturity of such
         Debt; or any such Debt shall be declared to be due and payable, or
         required to be prepaid or redeemed (other than by a regularly scheduled
         required prepayment or redemption), purchased or defeased, or an offer
         to prepay, redeem, purchase or defease such Debt shall be required to
         be made, in each case prior to the stated maturity thereof; or


                                       32
<PAGE>
         (e) The Borrower or any of its Significant Subsidiaries shall generally
not pay its debts as such debts become due, or shall admit in writing its
inability to pay its debts generally, or shall make a general assignment for the
benefit of creditors; or any proceeding shall be instituted by or against the
Borrower or any of its Significant Subsidiaries seeking to adjudicate it a
bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the appointment of a
receiver, trustee, custodian or other similar official for it or for any
substantial part of its property and, in the case of any such proceeding
instituted against it (but not instituted by it), either such proceeding shall
remain undismissed or unstayed for a period of 30 days, or any of the actions
sought in such proceeding (including, without limitation, the entry of an order
for relief against, or the appointment of a receiver, trustee, custodian or
other similar official for, it or for any substantial part of its property)
shall occur; or the Borrower or any of its Significant Subsidiaries shall take
any corporate action to authorize any of the actions set forth above in this
subsection (e); or

         (f) Any judgment or order for the payment of money, individually or in
the aggregate, in excess of $25,000,000 shall be rendered against the Borrower
or any of its Significant Subsidiaries and either (i) enforcement proceedings
shall have been commenced by any creditor upon such judgment or order or (ii)
there shall be any period of 10 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; or

         (g) Any non-monetary judgment or order shall be rendered against the
Borrower or any of its Significant Subsidiaries that could be reasonably
expected to have a Material Adverse Effect, and there shall be any period of 10
consecutive days during which a stay of enforcement of such judgment or order,
by reason of a pending appeal or otherwise, shall not be in effect; or

         (h) (i) any Person or "group" (within the meaning of Section 13(d) or
14(d) of the Securities Exchange Act of 1934, as amended) shall either (A)
acquire beneficial ownership of more than 25% of any outstanding class of common
stock of DTE Energy having ordinary voting power in the election of directors of
DTE Energy, or (B) obtain the power (whether or not exercised) to elect a
majority of DTE Energy's directors, or (ii) DTE Energy shall at any time cease
to hold 100% of the Voting Stock of the Borrower; or

         (i) The Borrower or any of its ERISA Affiliates shall incur, or, in the
reasonable opinion of the Required Lenders, shall be reasonably likely to incur
liability in excess of $25,000,000 individually or in the aggregate as a result
of one or more of the following: (i) the occurrence of any ERISA Event; (ii) the
partial or complete withdrawal of the Borrower or any of its ERISA Affiliates
from a Multiemployer Plan; or (iii) the reorganization or termination of a
Multiemployer Plan; or

         (j) The Borrower and its Subsidiaries, on a Consolidated basis, shall
at any time cease to:


                                       33
<PAGE>
                           (i) Maintain a ratio of Consolidated EBITDA to cash
                  interest payable on all Debt (excluding (A) all Nonrecourse
                  Debt of the Borrower and its Subsidiaries, (B) Excluded
                  Hedging Debt and (C) the Junior Subordinated Debentures) of
                  not less than 2:1 for each twelve-month period ending on the
                  last day of September, December, March and June of each year,
                  or

                           (ii) Maintain a ratio of Consolidated Debt (excluding
                  (A) all Nonrecourse Debt of the Borrower and its Subsidiaries,
                  (B) Excluded Hedging Debt and (C) the Junior Subordinated
                  Debentures) to Capitalization of not greater than .65:1; or

                  (k) any provision of any of the Loan Documents after delivery
         thereof pursuant to Section 3.01 shall for any reason cease to be valid
         and binding on or enforceable against the Borrower, or the Borrower
         shall so state in writing;

then, and in any such event, the Agent (i) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower, declare the
obligation of each Lender to make Revolving Credit Advances to be terminated,
whereupon the same shall forthwith terminate, and (ii) shall at the request, or
may with the consent, of the Required Lenders, by notice to the Borrower,
declare the Revolving Credit Advances, all interest thereon and all other
amounts payable under this Agreement to be forthwith due and payable, whereupon
the Revolving Credit Advances, all such interest and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by the
Borrower; provided, however, that in the event of an actual or deemed entry of
an order for relief with respect to the Borrower under the Federal Bankruptcy
Code, (A) the obligation of each Lender to make Revolving Credit Advances shall
automatically be terminated and (B) the Revolving Credit Advances, all such
interest and all such amounts shall automatically become and be due and payable,
without presentment, demand, protest or any notice of any kind, all of which are
hereby expressly waived by the Borrower.

                             ARTICLE VII: THE AGENT

                  SECTION 7.01. Authorization and Action. Each Lender hereby
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers and discretion under this Agreement as are delegated to
the Agent by the terms hereof, together with such powers and discretion as are
reasonably incidental thereto. As to any matters not expressly provided for by
this Agreement (including, without limitation, enforcement or collection of the
Revolving Credit Advances), the Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Required Lenders (or all of the Lenders to the
extent required by the terms of this Agreement), and such instructions shall be
binding upon all Lenders and all holders of Revolving Credit Advances; provided,
however, that the Agent shall not be required to take any action that exposes
the Agent to personal liability or that is contrary to this Agreement or
applicable law. The Agent agrees to give to each Lender prompt notice of each
notice given to it by the Borrower pursuant to the terms of this Agreement.


                                       34
<PAGE>
                  SECTION 7.02. Agent's Reliance, Etc. Neither the Agent nor any
of its directors, officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection with this
Agreement, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Agent: (i) may treat
the payee in respect of any Revolving Credit Advance as the owner thereof until
the Agent receives and accepts an Assignment and Acceptance entered into by the
Lender that is the payee in respect of such Revolving Credit Advance, as
assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07;
(ii) may consult with legal counsel (including counsel for the Borrower),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (iii) makes
no warranty or representation to any Lender and shall not be responsible to any
Lender for any statements, warranties or representations (whether written or
oral) made in or in connection with this Agreement; (iv) shall not have any duty
to ascertain or to inquire as to the performance or observance of any of the
terms, covenants or conditions of this Agreement on the part of the Borrower or
to inspect the property (including the books and records) of the Borrower; (v)
shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of, or the
perfection or priority of any lien or security interest created or purported to
be created under or in connection with, any Loan Document or any other
instrument or document furnished pursuant hereto; and (vi) shall incur no
liability under or in respect of this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopier,
telegram or telex) believed by it to be genuine and signed or sent by the proper
party or parties.

                  SECTION 7.03. Barclays and Affiliates. With respect to its
Commitment, the Revolving Credit Advances made by it and any Note issued to it,
Barclays shall have the same rights and powers under this Agreement as any other
Lender and may exercise the same as though it were not the Agent; and the term
"Lender" or "Lenders" shall, unless otherwise expressly indicated, include
Barclays in its individual capacity. Barclays and its Affiliates may accept
deposits from, lend money to, act as trustee under indentures of, accept
investment banking engagements from and generally engage in any kind of business
with, the Borrower, any of its Subsidiaries and any Person who may do business
with or own securities of the Borrower or any such Subsidiary, all as if
Barclays were not the Agent and without any duty to account therefor to the
Lenders.

                  SECTION 7.04. Lender Credit Decision. Each Lender acknowledges
that it has, independently and without reliance upon the Agent or any other
Lender and based on the financial statements referred to in Section 4.01 and
such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Agent or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement.

                  SECTION 7.05. Indemnification. The Lenders agree to indemnify
the Agent (to the extent not reimbursed by the Borrower), ratably according to
the respective principal amounts of their respective Revolving Credit Advances
(or if no Revolving Credit Advances are at the time outstanding or if any
Revolving Credit Advances are owing to Persons


                                       35
<PAGE>
that are not Lenders, ratably according to the respective amounts of their
Commitments), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever that may be imposed on, incurred by, or
asserted against the Agent in any way relating to or arising out of any Loan
Document or any action taken or omitted by the Agent under any Loan Document,
provided that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Agent's gross negligence or willful
misconduct. Without limitation of the foregoing, each Lender agrees to reimburse
the Agent promptly upon demand for its ratable share of any out-of-pocket
expenses (including counsel fees) incurred by the Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, any Loan
Document, to the extent that the Agent is not reimbursed for such expenses by
the Borrower.

                  SECTION 7.06. Successor Agent. The Agent may resign at any
time by giving written notice thereof to the Lenders and the Borrower and may be
removed at any time with or without cause by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, which shall be a commercial bank organized
under the laws of the United States of America or of any State thereof and
having a combined capital and surplus of at least $50,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations under this
Agreement. After any retiring Agent's resignation or removal hereunder as Agent,
the provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Agreement.

                           ARTICLE VIII: MISCELLANEOUS

                  SECTION 8.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Notes, nor consent to any departure by the
Borrower therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Required Lenders, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that no amendment, waiver or consent shall,
unless in writing and signed by all the Lenders, do any of the following: (a)
waive any of the conditions specified in Section 3.01, (b) increase the
Commitments of the Lenders or subject the Lenders to any additional obligations,
(c) reduce the principal of, or interest on, the Revolving Credit Advances or
any fees or other amounts payable hereunder, (d) except as provided in Section
2.16, postpone any date fixed for any payment of principal of, or interest on,
the Revolving Credit Advances or any fees or other amounts payable hereunder,
(e) change the percentage of the Commitments or of the aggregate unpaid
principal amount of the Revolving Credit Advances, or the number of Lenders,
that shall be required for the Lenders or any of them to take any action
hereunder or (f) amend this Section 8.01; and provided further that no


                                       36
<PAGE>
amendment, waiver or consent shall, unless in writing
and signed by the Agent in addition to the Lenders required above to take such
action, affect the rights or duties of the Agent under this Agreement or any
Note.

                  SECTION 8.02. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing (including telecopier,
telegraphic or telex communication) and mailed, telecopied, telegraphed, telexed
or delivered, if to the Borrower, at its address at 2000 2nd Avenue, Detroit, MI
48226, Attention: Treasurer; if to any Initial Lender, at its Domestic Lending
Office specified opposite its name on Schedule I hereto; if to any other Lender,
at its Domestic Lending Office specified in the Assignment and Acceptance
pursuant to which it became a Lender; and if to the Agent, at its address at 222
Broadway, New York, NY 10038, Attention: Jeff Pannullo; or, as to the Borrower
or the Agent, at such other address as shall be designated by such party in a
written notice to the other parties and, as to each other party, at such other
address as shall be designated by such party in a written notice to the Borrower
and the Agent. All such notices and communications shall, when mailed,
telecopied, telegraphed or telexed, be effective when deposited in the mails,
telecopied, delivered to the telegraph company or confirmed by telex answerback,
respectively, except that notices and communications to the Agent pursuant to
Article II, III or VII shall not be effective until received by the Agent.
Delivery by telecopier of an executed counterpart of any amendment or waiver of
any provision of this Agreement or the Notes or of any Exhibit hereto to be
executed and delivered hereunder shall be effective as delivery of a manually
executed counterpart thereof.

                  SECTION 8.03. No Waiver; Remedies. No failure on the part of
any Lender or the Agent to exercise, and no delay in exercising, any right
hereunder or under any Note shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

                  SECTION 8.04. Costs and Expenses. (a) The Borrower agrees to
pay on demand, upon presentation of a statement of account and absent manifest
error, all reasonable costs and reasonable expenses of the Agent in connection
with the preparation, execution, delivery, administration, modification and
amendment of this Agreement, the Notes, each other Loan Document and the other
documents to be delivered hereunder and thereunder, including, without
limitation, (A) all due diligence, syndication (including printing, distribution
and bank meetings), transportation, computer, duplication, appraisal,
consultant, and audit expenses and (B) the reasonable fees and reasonable
expenses of counsel for the Agent with respect thereto and with respect to
advising the Agent as to its rights and responsibilities under the Loan
Documents. The Borrower further agrees to pay on demand all reasonable costs and
reasonable expenses of the Agent and the Lenders, if any (including, without
limitation, reasonable internal and external counsel fees and expenses, provided
such fees and expenses are not duplicative), in connection with the "workout",
restructuring or enforcement (whether through negotiations, legal proceedings or
otherwise) of this Agreement, the Notes and the other documents to be delivered
hereunder, including, without limitation, reasonable fees and expenses of
counsel for the Agent and each Lender in connection with the enforcement of
rights under this Section 8.04(a).


                                       37
<PAGE>
         (b) The Borrower agrees to indemnify, to the extent legally
permissible, and hold harmless the Agent and each Lender and each of their
Affiliates and their officers, directors, employees, agents and advisors (each,
an "Indemnified Party") from and against any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and
expenses of counsel) that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or by
reason of, or in connection with the preparation for a defense of, any
investigation, litigation or proceeding arising out of, related to or in
connection with (i) the Notes, this Agreement, the other Loan Documents any of
the transactions contemplated herein or therein or the actual or proposed use of
the proceeds of the Revolving Credit Advances or (ii) the actual or alleged
presence of Hazardous Materials on any property of the Borrower or any of its
Subsidiaries or any Environmental Action relating in any way to the Borrower or
any of its Subsidiaries, in each case whether or not such investigation,
litigation or proceeding is brought by the Borrower, its directors, shareholders
or creditors or an Indemnified Party or any other Person or any Indemnified
Party is otherwise a party thereto and whether or not the transactions
contemplated hereby are consummated, except to the extent such claim, damage,
loss, liability or expense is found in a final, non-appealable judgment by a
court of competent jurisdiction to have resulted from such Indemnified Party's
gross negligence or willful misconduct. The Borrower also agrees not to assert
any claim against the Agent, any Lender, any of their Affiliates, or any of
their respective directors, officers, employees, attorneys and agents, on any
theory of liability, for special, indirect, consequential or punitive damages
arising out of or otherwise relating to the Notes, this Agreement, the other
Loan Documents any of the transactions contemplated herein or therein or the
actual or proposed use of the proceeds of the Revolving Credit Advances.

         (c) If any payment of principal of, or Conversion of, any Eurodollar
Rate Advance is made by the Borrower to or for the account of a Lender other
than on the last day of the Interest Period for such Revolving Credit Advance,
as a result of a payment or Conversion pursuant to Section 2.07(d) or (e), 2.09
or 2.11, acceleration of the maturity of the Revolving Credit Advances pursuant
to Section 6.01, or for any other reason, the Borrower shall, upon demand by
such Lender (with a copy of such demand to the Agent), pay to the Agent for the
account of such Lender any amounts required to compensate such Lender for any
additional losses, costs or expenses that it may reasonably incur as a result of
such payment or Conversion, including, without limitation, any loss (including
loss of anticipated profits), cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by any Lender to
fund or maintain such Revolving Credit Advance.

         (d) Without prejudice to the survival of any o ther agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
Sections 2.10, 2.13 and 8.04 shall survive the payment in full of principal,
interest and all other amounts payable hereunder and under the Notes.

                  SECTION 8.05. Right of Set-off. Upon (i) the occurrence and
during the continuance of any Event of Default and (ii) the making of the
request or the granting of the consent specified by Section 6.01 to authorize
the Agent to declare the Revolving Credit Advances due and payable pursuant to
the provisions of Section 6.01, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand,


                                       38
<PAGE>
provisional or final) at any time held and other indebtedness at any time owing
by such Lender or such Affiliate to or for the credit or the account of the
Borrower against any and all of the obligations of the Borrower now or hereafter
existing under the Loan Documents and any Note held by such Lender, whether or
not such Lender shall have made any demand under this Agreement or such Note and
although such obligations may be unmatured. Each Lender agrees promptly to
notify the Borrower after any such set-off and application, provided that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender and its Affiliates under this Section are
in addition to other rights and remedies (including, without limitation, other
rights of set-off) that such Lender and its Affiliates may have.

                  SECTION 8.06. Binding Effect. This Agreement shall become
effective (other than Section 2.01, which shall only become effective upon
satisfaction of the conditions precedent set forth in Section 3.01) when it
shall have been executed by the Borrower and the Agent and when the Agent shall
have been notified by each Initial Lender that such Initial Lender has executed
it and thereafter shall be binding upon and inure to the benefit of the
Borrower, the Agent and each Lender and their respective successors and assigns,
except that the Borrower shall not have the right to assign its rights hereunder
or any interest herein without the prior written consent of the Lenders to any
Person.

                  SECTION 8.07. Assignments, Designations and Participations.
(a) Each Lender may, with the prior consent of the Agent (which consent shall
not be unreasonably withheld) and (for so long as no Default has occurred and is
continuing) the Borrower (which consent shall not be unreasonably withheld)
assign to one or more Persons all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Commitment, the Revolving Credit Advances owed to it and any Note or Notes held
by it); provided, however, that (i) each such assignment shall be of a constant,
and not a varying, percentage of all rights and obligations under this
Agreement, (ii) except in the case of an assignment to a Person that,
immediately prior to such assignment, was a Lender or an assignment of all of a
Lender's rights and obligations under this Agreement, the amount of the
Commitment of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $10,000,000 or an
integral multiple of $1,000,000 in excess thereof, (iii) each such assignment
shall be to an Eligible Assignee, and (iv) the parties to each such assignment
shall execute and deliver to the Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance, together with any Note subject to such
assignment and a processing and recordation fee of $3,000. Upon such execution,
delivery, acceptance and recording, from and after the effective date specified
in each Assignment and Acceptance, (x) the assignee thereunder shall be a party
hereto and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder and (y) the Lender assignor thereunder shall,
to the extent that rights and obligations hereunder have been assigned by it
pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto).


                                       39
<PAGE>
         (b) By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of, or the perfection or priority of any lien or security interest created
or purported to be created under or in connection with, this Agreement or any
other instrument or document furnished pursuant hereto; (ii) such assigning
Lender makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under this Agreement or any
other instrument or document furnished pursuant hereto; (iii) such assignee
confirms that it has received a copy of this Agreement, together with copies of
the financial statements referred to in Section 4.01 and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon the Agent, such assigning Lender or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement; (v) such assignee confirms that it is an
Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under this Agreement as are delegated to the Agent by the terms hereof, together
with such powers and discretion as are reasonably incidental thereto; and (vii)
such assignee agrees that it will perform in accordance with their terms all of
the obligations that by the terms of this Agreement are required to be performed
by it as a Lender.

         (c) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee representing that it is an Eligible Assignee,
together with any Note or Notes subject to such assignment, the Agent shall, if
such Assignment and Acceptance has been completed and is in substantially the
form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record
the information contained therein in the Register and (iii) give prompt notice
thereof to the Borrower. Within five Business Days after the Borrower's receipt
of such notice, if requested by the applicable Lender, the Borrower, at its own
expense, shall execute and deliver to the Agent in exchange for the surrendered
Note a new Note to the order of such Eligible Assignee in an amount equal to the
Commitment assumed by it pursuant to such Assignment and Acceptance and, if the
assigning Lender has retained a Commitment hereunder, if requested by such
assigning Lender, a new Note to the order of the assigning Lender in an amount
equal to the Commitment retained by it hereunder. Such new Note or Notes shall
be in an aggregate principal amount equal to the aggregate principal amount of
such surrendered Note or Notes, shall be dated the effective date of such
Assignment and Acceptance and shall otherwise be in substantially the form of
Exhibit A hereto.

         (d) The Agent shall maintain at its address referred to in Section 8.02
a copy of each Assignment and Acceptance delivered to and accepted by it and a
register for the recordation of the names and addresses and Commitment of, and
principal amount of Revolving Credit Advances owing to, each Lender from time to
time (the "Register"). The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and the Borrower, the Agent and
the Lenders may treat each Person whose name is recorded in the Register as a
Lender


                                       40
<PAGE>
hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Borrower or any Lender at any reasonable time and from
time to time upon reasonable prior notice.

         (e) Each Lender may sell participations to one or more banks or other
entities (other than the Borrower or any of its Affiliates) in or to all or a
portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment, the Revolving Credit Advances
owing to it and any Note or Notes held by it); provided, however, that (i) such
Lender's obligations under this Agreement (including, without limitation, its
Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance
of such obligations, (iii) such Lender shall remain the owner of such Revolving
Credit Advances for all purposes of this Agreement, (iv) the Borrower, the Agent
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement and (v) no participant under any such participation shall have any
right to approve any amendment or waiver of any provision of this Agreement or
any Note, or any consent to any departure by the Borrower therefrom, except to
the extent that such amendment, waiver or consent would (A) reduce the principal
of, or interest on, the Revolving Credit Advances or any fees or other amounts
payable hereunder, or (B) increase the Commitments, in each case to the extent
subject to such participation, or postpone any date fixed for any payment of
principal of, or interest on, the Revolving Credit Advances or any fees or other
amounts payable hereunder, in each case to the extent subject to such
participation. Each participant shall be entitled to the benefits of Sections
2.10, 2.11 and 2.13 to the same extent as if it were a Lender and had acquired
its interest under this Agreement by an assignment made pursuant to this Section
8.07, provided, however, that in no event shall the Borrower be obligated to
make any payment with respect to such Sections that is greater than the amount
that the Borrower would have otherwise made had no participations been sold
under this Section 8.07(e).

         (f) Any Lender may, in connection with any assignment, designation or
participation or proposed assignment, designation or participation pursuant to
this Section 8.07, disclose to the assignee, designee or participant or proposed
assignee, designee or participant, any information relating to the Borrower
furnished to such Lender by or on behalf of the Borrower; provided that, prior
to any such disclosure, the assignee, designee or participant or proposed
assignee, designee or participant shall agree to preserve the confidentiality of
any Confidential Information relating to the Borrower received by it from such
Lender.

         (g) Notwithstanding any other provision set forth in this Agreement,
any Lender may at any time (i) create a security interest in all or a portion of
its rights under this Agreement (including, without limitation, the Revolving
Credit Advances owing to it and the Note or Notes held by it) in favor of any
Federal Reserve Bank in accordance with Regulation A of the Board of Governors
of the Federal Reserve System or (ii) with notice to the Agent and the Borrower,
assign all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitment, the
Revolving Credit Advances owed to it and the Note or Notes held by it) to any of
its Affiliates.

         (h) Notwithstanding anything to the contrary contained herein, any
Lender (a "DESIGNATING LENDER") may grant to one or more special purpose funding
vehicles (each an


                                       41
<PAGE>
"SPV"), identified as such in writing from time to time by the Designating
Lender to the Agent and the Borrower, the option to provide to the Borrower all
or any part of any Revolving Credit Advance that such Designating Lender would
otherwise be obligated to make to the Borrower pursuant to this Agreement;
provided that (i) nothing herein shall constitute a commitment by any SPV to
make any Revolving Credit Advance, (ii) if an SPV elects not to exercise such
option or otherwise fails to provide all or any part of such Revolving Credit
Advance, the Designating Lender shall be obligated to make such Revolving Credit
Advance pursuant to the terms hereof, (iii) the Designating Lender shall remain
liable for any indemnity or other payment obligation with respect to its
Commitment hereunder and (iv) no SPV or Designating Lender shall be entitled to
receive any greater amount under this Agreement than the Designating Lender
would have been entitled to receive had the Designating Lender not otherwise
granted such SPV the option to provide any Revolving Credit Advance to the
Borrower. The making of a Revolving Credit Advance by an SPV hereunder shall
utilize the Commitment of the Designating Lender to the same extent, and as if,
such Revolving Credit Advance were made by such Designating Lender.

         (i) Each party hereto hereby acknowledges and agrees that no SPV shall
have the rights of a Lender hereunder, such rights being retained by the
applicable Designating Lender. Accordingly, and without limiting the foregoing,
each party hereby further acknowledges and agrees that no SPV shall have any
voting rights hereunder and that the voting rights attributable to any Revolving
Credit Advance made by an SPV shall be exercised only by the relevant
Designating Lender and that each Designating Lender shall serve as the
administrative agent and attorney-in-fact for its SPV and shall on behalf of its
SPV receive any and all payments made for the benefit of such SPV and take all
actions hereunder to the extent, if any, such SPV shall have any rights
hereunder. No additional Note shall be required to evidence the Revolving Credit
Advances or portion thereof made by an SPV; and the related Designating Lender
shall be deemed to hold its Note or Notes, if any, as administrative agent for
such SPV to the extent of the Revolving Credit Advances or portion thereof
funded by such SPV. In addition, any payments for the account of any SPV shall
be paid to its Designating Lender as administrative agent for such SPV.

         (j) Each party hereto hereby agrees that no SPV shall be liable for any
indemnity or payment under this Agreement for which a Lender would otherwise be
liable so long as, and to the extent that, the related Designating Lender
provides such indemnity or makes such payment; provided, with respect to such
agreement by the Borrower that the related Designating Lender shall not be in
breach of its obligation to make Revolving Credit Advances to the Borrower
hereunder. In furtherance of the foregoing, each party hereto hereby agrees
(which agreements shall survive the termination of this Agreement) that prior to
the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPV, it will
not institute against, or join any other person in instituting against, such SPV
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof; provided,
with respect to such agreement by the Borrower that the related Designating
Lender shall not be in breach of its obligation to make Revolving Credit
Advances to the Borrower hereunder. Notwithstanding the foregoing, the
Designating Lender unconditionally agrees to indemnify the Borrower, the Agent
and each Lender against all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be incurred by or


                                       42
<PAGE>
asserted against the Borrower, the Agent or such Lender, as the case may be,
in any way relating to or arising as a consequence of any such forbearance or
delay in the initiation of any such proceeding against its SPV.

         (k) In addition, notwithstanding anything to the contrary contained in
subsection 8.07(h), (i), (j) or (k) or otherwise in this Agreement, any SPV may
(i) at any time and without paying any processing fee therefor, assign or
participate all or a portion of its interest in any Revolving Credit Advances to
the Designating Lender or to any financial institutions providing liquidity
and/or credit support to or for the account of such SPV to support the funding
or maintenance of Revolving Credit Advances and (ii) disclose on a confidential
basis any non- public information relating to its Revolving Credit Advances to
any rating agency, commercial paper dealer or provider of any surety, guarantee
or credit or liquidity enhancements to such SPV. Subsection 8.07(h), (i), (j) or
(k) may not be amended without the written consent of any Designating Lender
affected thereby.

                  SECTION 8.08. Confidentiality. Neither the Agent nor any
Lender shall disclose any Confidential Information to any other Person without
the consent of the Borrower, other than (a) to the Agent's or such Lender's
Affiliates and their officers, directors, employees, agents and advisors and, as
contemplated by Section 8.07(f), to actual or prospective assignees and
participants, and then only on a confidential basis, (b) as required by any law,
rule or regulation or judicial process, (c) to any rating agency when required
by it, provided that, prior to any such disclosure, such rating agency shall
undertake to preserve the confidentiality of any Confidential Information
relating to the Borrower received by it from such Lender and (d) as requested or
required by any state, federal or foreign authority or examiner regulating banks
or banking.

                  SECTION 8.09. Governing Law. This Agreement and the Notes
shall be governed by, and construed in accordance with, the laws of the State of
New York.

                  SECTION 8.10. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

                  SECTION 8.11. Jurisdiction, Etc. (a) Each of the parties
hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the Notes, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the extent permitted by law, in such federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by


                                       43
<PAGE>
law. Nothing in this Agreement shall affect any right that any party may
otherwise have to bring any action or proceeding relating to this Agreement or
the Notes in the courts of any jurisdiction.

         (b) Each of the parties hereto irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection that
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or the Notes in any New
York State or federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

                  SECTION 8.12. Waiver of Jury Trial. Each of the Borrower, the
Agent and the Lenders hereby irrevocably waives all right to trial by jury in
any action, proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to this Agreement or the Notes or the
actions of the Agent or any Lender in the negotiation, administration,
performance or enforcement thereof.

                      REMAINDER OF PAGE INTENTIONALLY BLANK


                                       44

<PAGE>
             IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                     THE DETROIT EDISON COMPANY


                                     By: /s/ N.A. Khouri
                                         -----------------------------------
                                         Name: N.A. Khouri
                                         Title: Vice President and Treasurer




























<PAGE>
                                        Lenders



                                        BARCLAYS BANK PLC, Individually and as
                                        Administrative Agent


                                        By: /s/ Sydney G. Dennis
                                            ___________________________________
                                            Name:  Sydney G. Dennis
                                            Title: Director


                                        SALOMON SMITH BARNEY INC., as
                                        Co-Syndication Agent


                                        By: /s/ Anita J. Brickell
                                            ____________________________________
                                            Name: Anita J. Brickell
                                            Title: Attorney-in-Fact


                                        BANC ONE CAPITAL MARKETS, INC., as
                                        Co-Syndication Agent


                                        By: /s/ Brian J. Zimmer
                                            ____________________________________
                                            Name: Brian J. Zimmer
                                            Title: Director


                                        CITIBANK, N.A., as a Lender


                                        By: /s/ Dhaya Ranganathan
                                            ____________________________________
                                            Name: Dhaya Ranganathan
                                            Title: Vice President







<PAGE>


                                   BANK ONE, NA (MAIN OFFICE-
                                   CHICAGO), as a Lender


                                   By: /s/ Dawn M. Lawler
                                      ------------------------
                                      Name:  DAWN M. LAWLER
                                      Title: Vice President



                                   THE BANK OF NOVA SCOTIA, as a Lender


                                   By: /s/ N. Bell
                                      ------------------------
                                      Name:  N. BELL
                                      Title: Assistant Agent



                                   KEY BANK NATIONAL ASSOCIATION, as a
                                   Lender


                                   By: /s/ Sherrie I. Manson
                                      ------------------------
                                      Name:  Sherrie I. Manson
                                      Title: Vice President



                                   THE BANK OF NEW YORK, as a Lender


                                   By: /s/ Cynthia D. Howells
                                       -----------------------------
                                       Name:  Cynthia D. Howells
                                       Title: Assistant Vice President


<PAGE>
                                   COMERICA BANK, as a Lender

                                   By: /s/ David C. Bird
                                       ----------------------------------
                                       Name:  David C. Bird
                                       Title: Vice President



                                   CREDIT SUISSE FIRST BOSTON, as a Lender

                                   By: /s/ Jay Chall
                                       ----------------------------------
                                       Name:  Jay Chall
                                       Title: Director


                                   By: /s/ Jeffrey Bernstein
                                       ----------------------------------
                                       Name:  Jeffrey Bernstein
                                       Title: Vice President




                                   THE CHASE MANHATTAN BANK, as a
                                   Lender


                                   By: /s/ Peter M. Ling
                                      ------------------------
                                      Name:  Peter M. Ling
                                      Title: Vice President





                                   THE INDUSTRIAL BANK OF JAPAN,
                                   LIMITED, as a Lender


                                   By: /s/ Masashi Sakai
                                      ------------------------
                                      Name:  Masashi Sakai
                                      Title: General Manager



                                   THE FUJI BANK, LIMITED, as a Lender


                                   By: /s/ Peter L. Chinnici
                                      ---------------------------
                                      Name:  Peter L. Chinnici
                                      Title: Senior Vice President & Group Head



<PAGE>




                                   THE DAI-ICHI KANGYO BANK, LTD., as a Lender


                                   By: /s/ Novuyasu Fukatsu
                                      ------------------------
                                      Name:  Novuyasu Fukatsu
                                      Title: General Manager


                                   UNION BANK OF CALIFORNIA, N.A., as a
                                   Lender


                                   By: /s/ Robert J. Olson
                                      ------------------------
                                      Name:  Robert J. Olson
                                      Title: Vice President


                                   UBS AG, STAMFORD BRANCH, as a Lender


                                   By: /s/ Wilfred V. Saint
                                      ------------------------
                                      Name:  Wilfred V. Saint
                                      Title: Associate Director
                                             Banking Products
                                             Services, US


                                   By: /s/ Susan Brunner
                                      ------------------------
                                      Name:  Susan Brunner
                                      Title: Associate Director
                                             Banking Products Services, US


                                   BAYERISCHE LANDESBANK
                                   GIROZENTRALE, CAYMAN ISLANDS
                                   BRANCH, as a Lender


                                   By: /s/ Paul Szczepanski
                                      ------------------------
                                      Name:  Paul Szczepanski
                                      Title: Vice President


                                   By: /s/ Hareward Drummond
                                      ------------------------
                                      Name:  Hareward Drummond
                                      Title: Senior Vice President


                                   MELLON BANK, N.A., as a Lender


                                   By: /s/ Richard A. Matthews
                                      ------------------------
                                      Name:  Richard A. Matthews
                                      Title: First Vice President


<PAGE>

                                   SOCIETE GENERALE, as a Lender


                                   By: /s/ Michael O. Lincoln
                                      -------------------------------------
                                      Name:  MICHAEL O. LINCOLN
                                      Title: DIRECTOR



                                   COBANK, ACB, as a Lender



                                   By: /s/ Teresa L. Fountain
                                       ------------------------------------
                                       Name:  Teresa L. Fountain
                                       Title: Assistant Corporate Secretary




                                   CREDIT LYONNAIS NEW YORK BRANCH,
                                   as a Lender


                                   By: /s/ Bernard Weymuller
                                       ------------------------------------
                                       Name:  Bernard Weymuller
                                       Title: Senior Vice President



                                   BANK HAPOALIM B.M., as a Lender



                                   By: /s/ Marc Bosc
                                       ------------------------------------
                                       Name:  Marc Bosc
                                       Title: Vice President




                                   By: /s/ Conrad Wagner
                                       ------------------------------------
                                       Name:  Conrad Wagner
                                       Title: First Vice President




                                   FIFTH THIRD BANK, EASTERN
                                   MICHIGAN, as a Lender

                                   By: /s/ Michael E. Dolson
                                       ------------------------------------
                                       Name:  Michael E. Dolson
                                       Title: Vice President








<PAGE>
                                        ARAB BANKING CORPORATION, as a
                                        Lender

                                        By: /s/ Grant E. McDonald
                                            ----------------------------------
                                            Name:  Grant E. McDonald
                                            Title: Vice President



                                        STANDARD FEDERAL BANK, N.A., as a
                                        Lender

                                        By: /s/ Richard C. Northrup, III
                                            ----------------------------------
                                            Name:  Richard C. Northrup, III
                                            Title: Vice President



                                        THE NORTHERN TRUST COMPANY, as a
                                        Lender

                                        By: /s/ Roger McDougal
                                            ----------------------------------
                                            Name:  Roger McDougal
                                            Title: Second Vice President



                                        FIRST INDEPENDENCE NATIONAL BANK,
                                        OF DETROIT, as a Lender

                                        By: /s/ Barbara W. Worden
                                            ----------------------------------
                                            Name:  Barbara W. Worden
                                            Title: Senior Vice President



<PAGE>
                                   SCHEDULE I

                                                      THE DETROIT EDISON COMPANY
                                                      APPLICABLE LENDING OFFICES

<TABLE>
<CAPTION>
NAME OF INITIAL LENDER          DOMESTIC LENDING OFFICE          EURODOLLAR LENDING OFFICE      COMMITMENT
----------------------          -----------------------          -------------------------      ----------
<S>                             <C>                              <C>                            <C>
Citibank, N.A.                  388 Greenwich Street             Same as Domestic Lending       $24,642,857.12
                                21st Floor                       Office
                                New York, NY 10003
                                Attention: Dhaya Ransanathan
                                Telecopier: (212) 816-8098

Bank One, NA                    One Bank One Plaza               Same as Domestic Lending       $24,642,857.12
                                Suite 0634                       Office
                                Chicago, IL 60670
                                Attention: Gloria Steinbrenner
                                Telecopier: (312) 732-4840

Barclays Bank PLC               222 Broadway                     222 Broadway                   $24,642,857.14
                                New York, NY 10038               New York, NY    10038
                                Attention: Jeff Pannullo         Attention:  Jeff Pannullo
                                Telecopier: (212) 412-5306       Telecopier: (212) 412-5306

The Bank of Nova Scotia         600 Peachtree Street NE          Same as Domestic Lending       $17,357,142.86
                                Suite 2700                       Office
                                Atlanta, GA 30308
                                Attention: Mystro Whatley
                                Telecopier: (404) 888-8998

Key Bank National               127 Public Square                Same as Domestic Lending       $17,357,142.86
Association                     Cleveland, OH 44114              Office
                                Attention: Laura Binkley
                                Telecopier: (216)689-4981

The Bank of New York            One Wall Street                  Same as Domestic Lending       $17,357,142.86
                                New York, NY 10286               Office
                                Attention: Kathy D'Elena
                                Telecopier: (212) 635-7923

Comerica Bank                   500 Woodward Avenue              Same as Domestic Lending       $17,357,142.86
                                MC 3268                          Office
                                Detroit, MI 48226
                                Attention: David C. Bird
                                Telecopier: (313) 222-9514

Credit Suisse First Boston      11 Madison Avenue                Same as Domestic Lending       $17,357,142.86
                                New York, NY 10010               Office
                                Attention: Andrea Shkane
                                Telecopier: (212) 325-8309

The Chase Manhattan             270 Park Avenue                  Same as Domestic Lending       $17,357,142.86
Bank                            23rd Floor                       Office
                                New York, NY 10017
                                Attention: Lynette Lang
                                Telecopier: (212) 552-5777

The Fuji Bank, Limited          c/o Fuji Bank NJ Data Center     Same as Domestic Lending       $5,554,285.71
                                95 Christopher Columbus Dr.      Office
                                Jersey City, NJ 07302
                                Attention: Tina Catapeno
                                Telecopier: (201) 432-6803
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
NAME OF INITIAL LENDER         DOMESTIC LENDING OFFICE           EURODOLLAR LENDING OFFICE        COMMITMENT
----------------------         -----------------------           -------------------------        ----------
<S>                            <C>                               <C>                              <C>
The Dai-Ichi Kangyo            95 Christopher Columbus Dr.       Same as Domestic Lending         $5,554,285.72
Bank, Ltd.                     Jersey City, NJ 07302             Office
                               Attention: Lending Desk
                               Telecopier: (201) 432-6803

The Industrial Bank of         The Industrial Bank of Japan,     Same as Domestic Lending         $6,248,571.43
Japan, Limited                 Limited                           Office
                               New York Branch
                               1251 Avenue of the Americas
                               New York, NY 10020-1104
                               Attention: Lydia Mistretta
                               Telecopier: (212) 282-4480

Union Bank of California,      Energy Capital Services           Same as Domestic Lending         $17,357,142.86
N.A.                           445 S. Figueroa Street, 15th      Office
                               Floor
                               Los Angeles, CA 90017
                               Attention: Dennis Blank
                               Telecopier: (213) 236-4096

UBS AG, Stamford               577 Washington Boulevard          Same as Domestic Lending         $15,107,142.86
Branch                         Stamford, CT 06901                Office
                               Attention: Denise Conzo
                               Telecopier: (203) 719-3853

Bayerische Landesbank          560 Lexington Avenue              Same as Domestic Lending         $11,785,714.29
Girozentrale, Cayman           17th Floor                        Office
Islands Branch                 New York, NY 10022
                               Attention: Sean O'Sullivan
                               Telecopier: (212) 310-9868

Mellon Bank, N.A.              3 Mellon Center - Room 1203       Same as Domestic Lending         $11,785,714.29
                               Pittsburgh, PA 15259              Office
                               Attention: Brenda Leiersapf
                               Telecopier: (412) 209-6146

Societe Generale               1221 Avenue of the Americas       Same as Domestic Lending         $ 8,571,428.57
                               New York, NY 10020                Office
                               Attention: Gede Antara and/or
                               Soo Lee
                               Telecopier: (212) 278-7343

CoBank, ACB                    5500 South Quebec Street          Same as Domestic Lending         $ 8,571,428.57
                               Greenwood Village, CO 80111       Office
                               Attention: Darla Moran
                               Telecopier: (303) 740-4021

Credit Lyonnais New            1301 Avenue of the Americas       Same as Domestic Lending         $ 8,571,428.57
York Branch                    New York, NY 10019                Office
                               Attention: Bindu Menon
                               Telecopier: (917) 849-5540

Bank Hapoalim B.M.             1177 Avenue of the Americas       Same as Domestic Lending         $ 5,357,142.86
                               New York, NY 10036                Office
                               Attention: Marc Bosc
                               Telecopier: (212) 782-2382

Fifth Third Bank, Eastern      c/o Madisonville Operations       Same as Domestic Lending         $ 4,285,714.29
Michigan                       Center                            Office
                               MD 1M0C2B
                               Cincinnati, OH 45263-5300
                               Attention: Gina Schmidt
                               Telecopier: (513) 358-0221
</TABLE>


                                        2
<PAGE>

<TABLE>
<CAPTION>
NAME OF INITIAL LENDER         DOMESTIC LENDING OFFICE           EURODOLLAR LENDING OFFICE        COMMITMENT
----------------------         -----------------------           -------------------------        ----------
<S>                            <C>                               <C>                              <C>
Arab Banking Corporation        277 Park Avenue                  Same as Domestic Lending         $ 4,285,714.29
                                32nd Floor                       Office
                                New York, NY 10172
                                Attention: R. Hassan
                                Telecopier: (212) 583-0932

Standard Federal Bank,          2600 W. Big Beaver               Same as Domestic Lending         $ 4,285,714.29
N.A.                            Troy, MI 48084                   Office
                                Attention: Yvonne Hicks
                                Telecopier: (248) 637-5003

The Northern Trust              50 S. LaSalle Street             Same as Domestic Lending         $ 4,285,714.29
Company                         Chicago, IL 60675                Office
                                Attention: Funding Contact
                                Telecopier: (312) 444-5055

First Independence Bank         44 Michigan Avenue               Same as Domestic Lending         $   321,428.57
of Detroit                      Detroit, MI 48226                Office
                                Attention: Barbara W. Worden
                                Telecopier: (313) 256-8444

Total:                                                                                            $300,000,000
</TABLE>


                                        3
<PAGE>


                                PRICING SCHEDULE

<TABLE>
<CAPTION>
                      LEVEL I           LEVEL II           LEVEL III           LEVEL IV           LEVEL V
                      STATUS             STATUS              STATUS             STATUS             STATUS
                      ------             ------              ------             ------             ------
<S>                   <C>               <C>                <C>                 <C>                <C>
Applicable            0.125%            0.150%             0.175%              0.250%             0.400%
Percentage

Applicable            0.425%            0.600%             0.700%              0.800%             1.200%
Margin
(Eurodollar
Rate)

Applicable            0.125%            0.125%             0.125%              0.125%             0.250%
Utilization
Fee

Applicable            0.0%              0.0%               0.0%                0.0%               0.0%
Margin
(Base Rate)
</TABLE>

                  For the purposes of this Schedule, the following terms have
the following meanings, subject to the final paragraph of this Schedule:

                  "Level I Status" exists at any date if, on such date, the
Borrower's Moody's Rating is A3 or better or the Borrower's S&P Rating is A- or
better.

                  "Level II Status" exists at any date if, on such date, (i) the
Borrower has not qualified for Level I Status and (ii) the Borrower's Moody's
Rating is Baa1 or better or the Borrower's S&P Rating is BBB+ or better.

                  "Level III Status" exists at any date if, on such date, (i)
the Borrower has not qualified for Level I Status or Level II Status and (ii)
the Borrower's Moody's Rating is Baa2 or better or the Borrower's S&P Rating is
BBB or better.

                  "Level IV Status" exists at any date if, on such date, (i) the
Borrower has not qualified for Level I Status, Level II Status or Level III
Status and (ii) the Borrower's Moody's Rating is Baa3 or better or the
Borrower's S&P Rating is BBB- or better.

                  "Level V Status" exists at any date if, on such date, the
Borrower has not qualified for Level I Status, Level II Status, Level III or
Level IV Status.

                  "Moody's Rating" means, at any time, the rating issued by
Moody's and then in effect with respect to the Borrower's senior unsecured
long-term debt securities without third-party credit enhancement.

                  "S&P Rating" means, at any time, the rating issued by S&P and
then in effect with respect to the Borrower's senior unsecured long-term debt
securities without third-party credit enhancement.



                                       4
<PAGE>

                  "Status" means Level I Status, Level II Status, Level III
Status, Level IV Status or Level V Status.

                  The Applicable Margin, Applicable Utilization Fee and
Applicable Percentage shall be determined in accordance with the foregoing table
based on the Borrower's Status as determined from its then-current Moody's
Rating and S&P Rating. The credit rating in effect on any date for the purposes
of this Schedule is that in effect at the close of business on such date. If at
any time the Borrower does not have both a Moody's Rating and an S&P Rating,
Level V Status shall exist.

                  In the event that a split occurs between the two ratings, then
the Status corresponding to the lower of the two ratings shall apply. However,
if the split is greater than one level, then the pricing shall be based upon the
Status one level above the Status corresponding to the lower of the two ratings.



                                        5
<PAGE>


                                                             EXHIBIT A - FORM OF
                                                                REVOLVING CREDIT
                                                                 PROMISSORY NOTE

U.S.$_______________                               Dated:  _______________, 2001


                  FOR VALUE RECEIVED, the undersigned, THE DETROIT EDISON
COMPANY, a Michigan corporation (the "Borrower"), HEREBY PROMISES TO PAY to the
order of _________________________ (the "Lender") for the account of its
Applicable Lending Office on the Revolver Termination Date (each as defined in
the Credit Agreement referred to below), the principal sum of U.S.$[amount of
the Lender's Commitment in figures] or, if less, the aggregate principal amount
of the Revolving Credit Advances made by the Lender to the Borrower pursuant to
the Credit Agreement dated as of November 7, 2001 (as amended or modified from
time to time, the "Credit Agreement"; the terms defined therein being used
herein as therein defined) among the Borrower, the Lender and certain other
lenders parties thereto, and Barclays Bank PLC, as Agent for the Lender and such
other lenders outstanding on the Revolver Termination Date.

                  The Borrower promises to pay interest on the unpaid principal
amount of each Revolving Credit Advance from the date of such Revolving Credit
Advance until such principal amount is paid in full, at such interest rates, and
payable at such times, as are specified in the Credit Agreement.

                  Both principal and interest are payable in lawful money of the
United States of America to Barclays Bank PLC, as Agent, at 222 Broadway, New
York, NY, 10038, Account No. 050-019104, Attention: Jeff Pannullo, in same day
funds. Each Revolving Credit Advance owing to the Lender by the Borrower
pursuant to the Credit Agreement, and all payments made on account of principal
thereof, shall be recorded by the Lender and, prior to any transfer hereof,
endorsed on the grid attached hereto which is part of this Promissory Note.

                  This Promissory Note is one of the Notes referred to in, and
is entitled to the benefits of, the Credit Agreement. The Credit Agreement,
among other things, (i) provides for the making of Revolving Credit Advances by
the Lender to the Borrower from time to time in an aggregate amount not to
exceed at any time outstanding the U.S. dollar amount first above mentioned, the
indebtedness of the Borrower resulting from each such Revolving Credit Advance
being evidenced by this Promissory Note, and (ii) contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
and also for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified.

                                            THE DETROIT EDISON COMPANY


                                            By________________________________
                                               Title:

                                        6
<PAGE>

                       ADVANCES AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>
DATE             AMOUNT OF                AMOUNT OF PRINCIPAL                UNPAID                 NOTATION
                  ADVANCE                   PAID OR PREPAID                 PRINCIPAL                MADE BY
                                                                             BALANCE
<S>              <C>                      <C>                               <C>                     <C>
------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------
</TABLE>


                                       7
<PAGE>

                                                   EXHIBIT B - FORM OF NOTICE OF
                                                      REVOLVING CREDIT BORROWING

Barclays Bank PLC, as Agent for the Lenders parties
   to the Credit Agreement referred to below
222 Broadway
New York, NY  10038

Attention:  Jeff Pannullo            [Date]

Ladies and Gentlemen:

                  The undersigned, THE DETROIT EDISON COMPANY, refers to the
Credit Agreement, dated as of November 7, 2001 (as amended or modified from time
to time, the "Credit Agreement"; the terms defined therein being used herein as
therein defined), among the undersigned, certain Lenders parties thereto and
Barclays Bank PLC, as Agent for said Lenders, and hereby gives you notice,
irrevocably, pursuant to Section 2.02 of the Credit Agreement that the
undersigned hereby requests a Borrowing under the Credit Agreement, and in that
connection sets forth below the information relating to such Borrowing (the
"Proposed Borrowing") as required by Section 2.02(a) of the Credit Agreement:

                  (i) The Business Day of the Proposed Borrowing is
         _______________, ____.

                  (ii) The Type of Advances comprising the Proposed Borrowing is
         [Base Rate Advances] [Eurodollar Rate Advances].

                  (iii) The aggregate amount of the Proposed Borrowing is
         $_______________.

                  [(iv) The initial Interest Period for each Eurodollar Rate
         Advance made as part of the Proposed Borrowing is _____ month[s].]

                  The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the Proposed
Borrowing:

                  (A) the representations and warranties contained in Section
         4.01 of the Credit Agreement are correct, before and after giving
         effect to the Proposed Borrowing and to the application of the proceeds
         therefrom, as though made on and as of such date; and

                  (B) no event has occurred and is continuing, or would result
         from such Proposed Borrowing or from the application of the proceeds
         therefrom, that constitutes a Default.

                                      Very truly yours,

                                                  THE DETROIT EDISON COMPANY


                                             By________________________________



                                       8
<PAGE>

                                                             EXHIBIT C - FORM OF
                                                       ASSIGNMENT AND ACCEPTANCE

                  Reference is made to the Credit Agreement dated as of November
7, 2001 (as amended or modified from time to time, the "Credit Agreement") among
The Detroit Edison Company, a Michigan corporation (the "Borrower"), the Lenders
(as defined in the Credit Agreement) and Barclays Bank PLC, as agent for the
Lenders (the "Agent"). Terms defined in the Credit Agreement are used herein
with the same meaning.

                  The "Assignor" and the "Assignee" referred to on Schedule I
hereto agree as follows:

                  1. The Assignor hereby sells and assigns to the Assignee, and
the Assignee hereby purchases and assumes from the Assignor, an interest in and
to the Assignor's rights and obligations under the Credit Agreement as of the
date hereof equal to the percentage interest specified on Schedule 1 hereto of
all outstanding rights and obligations under the Credit Agreement. After giving
effect to such sale and assignment, the Assignee's Commitment and the amount of
the Revolving Credit Advances owing to the Assignee will be as set forth on
Schedule 1 hereto.

                  2. The Assignor (i) represents and warrants that it is the
legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document furnished pursuant thereto; (iii) makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of the Borrower or the performance or observance by the Borrower of
any of its obligations under the Credit Agreement or any other instrument or
document furnished pursuant thereto; and (iv) attaches the Note held by the
Assignor, if any, and requests that the Agent exchange such Note for a new Note
payable to the order of the Assignee in an amount equal to the Commitment
assumed by the Assignee pursuant hereto or new Notes payable to the order of the
Assignee in an amount equal to the Commitment assumed by the Assignee pursuant
hereto and the Assignor in an amount equal to the Commitment retained by the
Assignor under the Credit Agreement, respectively, as specified on Schedule 1
hereto.

                  3. The Assignee (i) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements referred
to in Section 4.01 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Agent, the Assignor or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers and discretion under the Credit Agreement as are
delegated to the Agent by the terms thereof, together with such powers and
discretion as are


                                       9
<PAGE>

reasonably incidental thereto; (v) agrees that it will perform in accordance
with their terms all of the obligations that by the terms of the Credit
Agreement are required to be performed by it as a Lender; and (vi) attaches any
U.S. Internal Revenue Service forms required under Section 2.13 of the Credit
Agreement.

                  4. Following the execution of this Assignment and Acceptance,
it will be delivered to the Agent for acceptance and recording by the Agent. The
effective date for this Assignment and Acceptance (the "Effective Date") shall
be the date of acceptance hereof by the Agent, unless otherwise specified on
Schedule 1 hereto.

                  5. Upon such acceptance and recording by the Agent, as of the
Effective Date, (i) the Assignee shall be a party to the Credit Agreement and,
to the extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.

                  6. Upon such acceptance and recording by the Agent, from and
after the Effective Date, the Agent shall make all payments under the Credit
Agreement and the Notes in respect of the interest assigned hereby (including,
without limitation, all payments of principal, interest, facility fees and the
Utilization Fee with respect thereto) to the Assignee. The Assignor and Assignee
shall make all appropriate adjustments in payments under the Credit Agreement
and the Notes for periods prior to the Effective Date directly between
themselves.

                  7. This Assignment and Acceptance shall be governed by, and
construed in accordance with, the laws of the State of New York.

                  8. This Assignment and Acceptance may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of Schedule 1 to this Assignment and Acceptance by
telecopier shall be effective as delivery of a manually executed counterpart of
this Assignment and Acceptance.

                  IN WITNESS WHEREOF, the Assignor and the Assignee have caused
Schedule 1 to this Assignment and Acceptance to be executed by their officers
thereunto duly authorized as of the date specified thereon.


                                       10
<PAGE>

                                   Schedule 1
                                       to
                            Assignment and Acceptance

<TABLE>
<S>                                                                                     <C>
Percentage interest assigned:                                                            _____%

Assignee's Commitment:                                                                  $__________

Aggregate outstanding principal amount of Revolving Credit Advances assigned:           $__________

Principal amount of Revolving Credit Advances payable to Assignee:                      $__________

Principal amount of Revolving Credit Advances payable to Assignor:                      $__________

Effective Date(1):     _______________, ____
</TABLE>

                                             [NAME OF ASSIGNOR], as Assignor

                                             By_________________________________
                                                Title:

                                             Dated:  _______________, ____

                                             [NAME OF ASSIGNEE], as Assignee

                                             By_________________________________
                                                Title:

                                             Dated: _______________, ____

                                             Domestic Lending Office:
                                                [Address]
                                             Eurodollar Lending Office:
                                                [Address]

Accepted [and Approved](2) this
__________ day of _______________, ____

_________________________, as Agent

By____________________________
   Title:


----------
(1)      This date should be no earlier than five Business Days after the
         delivery of this Assignment and Acceptance to the Agent.

(2)      Required if the Assignee is an Eligible Assignee solely by reason of
         clause (viii) of the definition of "Eligible Assignee".


                                       11
<PAGE>

[Approved this __________ day of _______________, ____.]

THE DETROIT EDISON COMPANY

By____________________________]**
   Title:


                                       12
<PAGE>

                                                 EXHIBIT D - FORM OF CERTIFICATE



                               DTE ENERGY COMPANY
                           THE DETROIT EDISON COMPANY
                        MICHIGAN CONSOLIDATED GAS COMPANY
                              OFFICER'S CERTIFICATE

                  I, N.A. Khouri, Vice President and Treasurer of DTE ENERGY
COMPANY ("DTE"), THE DETROIT EDISON COMPANY ("DECO") and MICHIGAN CONSOLIDATED
GAS COMPANY ("MichCon"), each a Michigan corporation (each a "Borrower" and
collectively the "Borrowers"), DO HEREBY CERTIFY, pursuant to Section 3.01 of
each of (i) the Credit Agreement, dated as of November 7, 2001, among DTE, the
financial institutions from time to time parties thereto (the "DTE Lenders"),
and Citibank, N.A., as agent for said DTE Lenders (the "DTE Credit Agreement"),
(ii) the Credit Agreement, dated as of November 7, 2001, among DECO, the
financial institutions from time to time parties thereto (the "DECO Lenders")
and Barclays Bank PLC, as agent for said DECO Lenders (the "DECO Credit
Agreement"), and (iii) the Credit Agreement, dated as of November 7, 2001, among
MichCon, the financial institutions from time to time parties thereto (the
"MichCon Lenders", and, together with the DTE Lenders and the DECO Lenders, the
"Lenders") and Bank One, NA, as agent for said Lenders (the "MichCon Credit
Agreement", and together with the DTE Credit Agreement and the DECO Credit
Agreement, the "Credit Agreements"), that the terms defined in the Credit
Agreements are used herein as herein defined and, further, that:

         1. The Effective Date shall be November [___], 2001.

         2. The representation and warranties contained in Section 4.01 of each
of the Credit Agreements are true and current on and as of the date hereof.

         3. No event has occurred and is continuing that constitutes a Default.

         4. Each Borrower is a corporation duly organized, validly existing and
in good standing under the laws of the State of Michigan.

         5. The execution, delivery and performance by each Borrower of the Loan
Documents to which it is a party, and the consummation of the transactions
contemplated hereby and thereby, are within each Borrower's corporate powers,
have been duly authorized by all necessary corporate action, and do not
contravene (i) each Borrower's charter or by-laws or (ii) law or any contractual
restriction binding on or affecting each Borrower.

         6. All governmental and third party consents and approvals necessary in
connection with the transactions contemplated by the Loan Documents to which
each Borrower is a party have been obtained, including in the case of DECO, the
order of the Federal Energy Regulatory Commission (without the imposition of any
conditions that are not acceptable to the Lenders), and remain in effect, and no
law or regulation is applicable that restrains, prevents or imposes materially
adverse conditions upon each Borrower with respect to the transactions
contemplated by the Loan Documents to which it is a party.


                                       13
<PAGE>

         7. Each of the Loan Documents to which each of the Borrowers is a party
when delivered pursuant to each of the Credit Agreements has been duly executed
and delivered by each Borrower. Each of the other Loan Documents to which each
Borrower is a party when delivered hereunder will be, the legal, valid and
binding obligation of each Borrower enforceable against each Borrower in
accordance with their respective terms, subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors' rights generally.

         8. The Consolidated balance sheets of each of DTE, DECO, MCN Energy
Group Inc. ("MCN"), MichCon and their respective Subsidiaries as at December 31,
2000, and the related Consolidated statements of income and cash flows of each
of DTE, DECO, MCN, MichCon, and their respective Subsidiaries for the fiscal
year then ended, accompanied by an opinion of Deloitte & Touche LLP, independent
public accountants, and the condensed Consolidated balance sheets of each of
DTE, DECO, MichCon, and their respective Subsidiaries as at June 30, 2001 and
the related condensed Consolidated statements of income and cash flows of each
of DTE, DECO, MichCon and their respective Subsidiaries for the six months then
ended, copies of which have been furnished to each Lender, attached hereto as
Annex A-1 through A-6 are hereby duly certified by the undersigned, as fairly
presenting, subject in the case of said balance sheet as at June 30, 2001, and
said statements of income and cash flows for the six months then ended, to
year-end audit adjustments, the Consolidated financial condition of each of DTE,
DECO, MCN, MichCon and their respective Subsidiaries, as applicable, as at such
dates and the Consolidated results of the operations of each of DTE, DECO, MCN,
MichCon and their respective Subsidiaries, as applicable, for the periods ended
on such dates, all in accordance with generally accepted accounting principles
consistently applied, and the respective reports in which such financial
statements are contained are hereby designated as the "SEC Reports" for purposes
of the Credit Agreements. Since June 30, 2001 there has been no Material Adverse
Change with respect to any of the Borrowers.

         9. None of the Borrowers is a party to an indenture, loan or credit
agreement, lease, guarantee, mortgage, security agreement, bond, note or other
agreement or instrument, and there are no orders, writs, judgments, awards,
injunctions or decrees, that affect or purport to affect each Borrower's right
to borrow money or each Borrower's obligations under the Loan Documents to which
it is a party.

         10. The Existing Credit Agreements are terminated (except for those
provisions that expressly survive the termination thereof) upon effectiveness of
the Credit Agreements on the Effective Date; as of the date hereof, there are no
loans outstanding under the Existing Credit Agreements and all amounts owed to
the lender or agents thereunder have been paid in full.


                                       14
<PAGE>

                  IN WITNESS WHEREOF, I have signed this certificate this [___]
day of November, 2001.

                                            ------------------------------------
                                            N.A. Khouri
                                            Vice President and Treasurer


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<PAGE>

                                                             EXHIBIT E - FORM OF
                                              OPINION OF COUNSEL TO THE BORROWER


                                     [Date]


   To each of the Lenders set forth
   in Schedule A hereto

   DTE Energy Company
   The Detroit Edison Company
   Michigan Consolidated Gas Company

   Ladies and Gentlemen:

                  This opinion is furnished to you pursuant to (i) Section
3.01(h)(v) of the Credit Agreement, dated as of November 7, 2001, among DTE
Energy Company ("DTE"), the financial institutions from time to time parties
thereto (the "DTE Lenders"), and Citibank, N.A., as agent for said DTE Lenders,
Barclays Bank PLC and Banc One Capital Markets, Inc., as Co-Syndication Agents,
and with Salomon Smith Barney Inc., as Lead Arranger and Sole Book Runner (the
"DTE Credit Agreement"), (ii) Section 3.01(h)(v) of the Credit Agreement, dated
as of November 7, 2001, among The Detroit Edison Company ("DECO"), the financial
institutions parties thereto (the "DECO Lenders") and Barclays Bank PLC, as
agent for said DECO Lenders, Salomon Smith Barney Inc. and Banc One Capital
Markets, Inc., as Co-Syndication Agents, and with Barclays Capital and Banc One
Capital Markets, Inc., as Co-Lead Arrangers and Joint Book Runners (the "DECO
Credit Agreement"), and (iii) Section 3.01(h)(v) of the Credit Agreement, dated
as of November 7, 2001, among Michigan Consolidated Gas Company ("MichCon"), the
financial institutions parties thereto (the "MichCon Lenders", and together with
the DTE Lenders and the DECO Lenders, the "Lenders") and Bank One, NA, as agent
for said Lenders, Barclays Bank PLC and Salomon Smith Barney Inc., as
Co-Syndication Agents, and with Banc One Capital Markets, Inc. and Barclays
Capital, as Co-Lead Arrangers and Joint Book Runners (the "MichCon Credit
Agreement", and together with the DTE Credit Agreement and the DECO Credit
Agreement, the "Credit Agreements"). Terms defined in each Credit Agreement are
used herein as therein defined.

                  I am the Associate General Counsel of DTE, and the Vice
President and General Counsel of both DECO and MichCon, and have acted as
counsel for each of the Borrowers in connection with the preparation, execution
and delivery of the Loan Documents.

                  In that connection, I, in conjunction with the members of my
staff, have examined:

                  (1) Each Loan Document, executed by each of the parties
         thereto.

                  (2) The other documents furnished by each of the Borrowers
         pursuant to Article III of each of the Credit Agreements.



                                       16
<PAGE>

                  (3) The Restated Articles of Incorporation of DTE, the
         Restated Articles of Incorporation of DECO, and the Restated Articles
         of Incorporation of MichCon and all amendments thereto (the
         "Charters").

                  (4) The By-Laws of each of the Borrowers and all amendments
         thereto (the "By-Laws").

                  (5) Certificates from the State of Michigan attesting to the
         continued corporate existence and good standing of each of the
         Borrowers.

I have also examined the originals, or copies certified to my satisfaction, of
the documents listed in a certificate of a Financial Officer of each of the
Borrowers, dated the date hereof (the "Certificate"), certifying that the
documents listed in such certificate are all of the indentures, loan or credit
agreements, leases, guarantees, mortgages, security agreements, bonds, notes and
other agreements or instruments, and all of the orders, writs, judgments,
awards, injunctions and decrees, that affect or purport to affect each
Borrower's right to borrow money or each Borrower's obligations under the Loan
Documents to which it is party. In addition, I have examined the originals,
copies certified to my satisfaction, of such other corporate records of each
Borrower, certificates of public officials and of officers of each Borrower, and
agreements, instruments and other documents, as we have deemed necessary as a
basis for the opinions expressed below. As to questions of fact material to such
opinions, I have, when relevant facts were not independently established by me,
relied upon certificates of public officials. I have assumed the due execution
and delivery, pursuant to due authorization, of each of the Credit Agreements by
the Lenders and the applicable Agent.

                  My opinions expressed below are limited to the law of the
State of Michigan and the federal law of the United States.

                  Based upon the foregoing and upon such investigation as I have
deemed necessary, I am of the following opinion:

         1. Each of the Borrowers is a corporation duly organized, validly
existing and in good standing under the laws of the State of Michigan.

         2. The execution, delivery and performance by each of the Borrowers of
the Loan Documents to which it is party, and the consummation of the
transactions contemplated thereby, are within each Borrower's corporate powers,
have been duly authorized by all necessary corporate action, and do not
contravene (i) the Charters or the By-Laws of each Borrower or (ii) any law,
rule or regulation applicable to each of the Borrowers (including, without
limitation, Regulation X of the Board of Governors of the Federal Reserve
System) or (iii) any contractual or legal restriction contained in any document
listed in the Certificate or, to the best of my knowledge (after due inquiry),
contained in any other similar document.

         3. No authorization, approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body or any other third
party is required for the due execution, delivery, recordation, filing or
performance by each Borrower of the Loan Documents to which each is a party,
except such as have been obtained, including, in the case of DECO, the order of
the Federal Energy Regulatory Commission dated May 31, 2001.



                                       17
<PAGE>

         4. Each Loan Document has been duly executed and delivered on behalf of
the Borrower thereto.

         5. Except as may have been disclosed to you in the SEC Reports
designated in the Certificate, to the best of my knowledge (after due inquiry)
there are no pending or overtly threatened actions or proceedings affecting each
Borrower or any of its Subsidiaries before any court, governmental agency or
arbitrator that (i) could be reasonably likely to have a Material Adverse Effect
or (ii) purport to affect the legality, validity, binding effect or
enforceability of any Loan Documents or the consummation of the transactions
contemplated thereby.

         6. In a properly presented case, a Michigan court or a federal court
sitting in the State of Michigan applying Michigan choice of law rules should
give effect to the choice of law provisions of the Loan Documents and should
hold that such Loan Documents are to be governed by the laws of the State of New
York rather than the laws of the State of Michigan. In rendering the foregoing
opinion, I note that by their terms the Loan Documents expressly select New York
law as the laws governing their interpretation and that the Loan Documents
governed by New York law were delivered by the parties thereto to the Agent in
New York. The choice of law provisions of the Loan Documents are not voidable
under the laws of the State of Michigan.

         7. If, despite the provisions of Section 8.09 of each of the Credit
Agreements wherein the parties thereto agree that the Loan Documents shall be
governed by, and construed in accordance with, the laws of the State of New
York, a court of the State of Michigan or a federal court sitting in the State
of Michigan were to hold that the Loan Documents are governed by, and to be
construed in accordance with the laws of the State of Michigan, the respective
Loan Documents would be, under the laws of the State of Michigan, legal, valid
and binding obligations of the applicable Borrower, enforceable against such
Borrower in accordance with their respective terms.

         8. Neither the Borrowers nor any of their Subsidiaries is an
"investment company," or an "affiliated person" of, or "promoter" or "principal
underwriter" for, an "investment company," as such terms are defined in the
Investment Company Act of 1940, as amended; DECO is a "public utility company"
and a "subsidiary company" of DTE, which is a "holding company" as such terms
are defined in the Public Utility Holding Company Act of 1935, as amended (the
"1935 Act"), and such "holding company" and DECO are currently exempt from the
provisions of the 1935 Act (except Section 9 thereof); and MichCon is a "public
utility company" and a "subsidiary company" of MichCon Holdings, Inc., which is
a "holding company" and a "subsidiary company" of DTE Enterprises, Inc., which
is a "holding company" and a "subsidiary company" of DTE, as such terms are
defined in the 1935 Act, and such "holding companies" and MichCon are currently
exempt from the provisions of the 1935 Act (except Section 9 thereof);

                  The opinions set forth above are subject to the following
qualifications:

                           (a) My opinion in paragraph 7 above as to
                  enforceability is subject to the effect of any applicable
                  bankruptcy, insolvency (including, without limitation, all
                  laws relating to fraudulent transfers), reorganization,
                  moratorium or similar law affecting creditors' rights
                  generally.



                                       18
<PAGE>

                           (b) My opinion in paragraph 7 above as to
                  enforceability is subject to the effect of general principles
                  of equity, including, without limitation, concepts of
                  materiality, reasonableness, good faith and fair dealing
                  (regardless of whether considered in a proceeding in equity or
                  at law).

                           (c) I express no opinion as to participation and the
                  effect of the law of any jurisdiction other than the State of
                  Michigan wherein any Lender may be located or wherein
                  enforcement of the Loan Documents may be sought that limits
                  the rates of interest legally chargeable or collectible.

                                        Very truly yours,


                                       19
<PAGE>

                                   Schedule A

Each of the Lenders party to the Credit
Agreement, dated as of November 7, 2001,
among DTE, Citibank, N.A., as Lender and
Agent, and Banc One Capital Markets, Inc.
and Barclays Bank PLC, as Co-Syndication
Agents, and with Salomon Smith Barney Inc.,
as Lead Arranger and Sole Book Runner.

Each of the Lenders party to the Credit
Agreement, dated as of November 7, 2001,
among DECO, Barclays Bank PLC, as Lender
and Agent, and Salomon Smith Barney Inc.
and Banc One Capital Markets, Inc., as Co-
Syndication Agents, and with Barclays Capital
and Banc One Capital Markets, Inc., as Co-
Lead Arrangers and Joint Book Runners.

Each of the Lenders party to the Credit
Agreement, dated as of November 7, 2001,
among MichCon, Bank One, NA, as Lender and
Agent, and Barclays Bank PLC and Salomon
Smith Barney Inc., as Co-Syndication
Agents, and with Banc One Capital Markets,
Inc. and Barclays Capital, as Co-Lead
Arrangers and Joint Book Runners.



                                       20
<PAGE>
                                                             EXHIBIT F - FORM OF
                                                          COMPLIANCE CERTIFICATE

                             COMPLIANCE CERTIFICATE


To:               The Lenders parties to the
                  Credit Agreement Described Below

         This Compliance Certificate is furnished pursuant to that certain
Credit Agreement dated as of November 7, 2001 (as amended or modified from time
to time, the "Agreement"; the terms defined therein being used herein as therein
defined) among The Detroit Edison Company, a Michigan corporation (the
"Borrower"), the lenders parties thereto, and Barclays Bank PLC, as Agent for
the lenders. Unless otherwise defined herein, capitalized terms used in this
Compliance Certificate have the meanings ascribed thereto in the Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

I am the duly elected ________________ of the Borrower;

I have reviewed the terms of the Agreement and I have made, or have caused to
     be made under my supervision, a detailed review of the transactions and
     conditions of the Borrower and its Subsidiaries during the accounting
     period covered by the attached financial statements;

The examinations described in paragraph 2 did not disclose, and I have no
     knowledge of, the existence of any condition or event which constitutes an
     Event of Default or Default during or at the end of the accounting period
     covered by the attached financial statements or as of the date of this
     Certificate, except as set forth below; and

Schedule I attached hereto sets forth financial data and computations evidencing
     the Borrower's compliance with certain covenants of the Agreement, all of
     which data and computations are true, complete and correct.

         Described below are the exceptions, if any, to paragraph 3 by listing,
in detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:

         The foregoing certifications, together with the computations set forth
in Schedule I hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered this      day of
           ,      .

                                    By:
                                        --------------------------------------
                                        Name:
                                        Title:


                                       21
<PAGE>


                      SCHEDULE 1 TO COMPLIANCE CERTIFICATE

                      Compliance as of _________, ____ with
                        Provisions of Section 5.01(h) of
                                  the Agreement

                               FINANCIAL COVENANTS

Ratio of Consolidated EBITDA to Cash Interest Payable on Debt (Section
6.01(j)(i)).

<TABLE>
<S>                                                                                      <C>          <C>
   (A)     Numerator:       Consolidated EBITDA:                                                      $_____

   (B)     Denominator:

           (i)      Cash Interest Payable on Debt:                                        $_____

           (ii)     Minus:  Cash Interest Payable on all Nonrecourse Debt of the
        Borrower and its Subsidiaries:                                                   -$_____

           (iii)    Minus:  Cash Interest Payable on Excluded Hedging Debt:              -$_____

           (iv)     Minus:  Cash Interest Payable on Junior Subordinated
        Debentures:                                                                      -$_____

           (v)      Denominator:  (B)(i) minus (B)(ii) through (B)(iv):                               $_____

   (C)     State whether the ratio of (A) to (B)(v) was not less than 2:1 for the
           twelve-month period ending on the last day of __________:                     YES/NO

           Ratio of Consolidated Debt to Capitalization (Section 6.01(j)(ii)).

   (A)     Numerator:

           (i)      Consolidated Debt:                                                   $____

           (ii)     Minus:  Nonrecourse Debt of the Borrower and its
                    Subsidiaries:                                                        -$____

           (iii)    Minus:  Excluded Hedging Debt:                                       -$____

           (iv)        Minus:   Junior Subordinated Debentures:                          -$____

           (v)      Numerator:  (A)(i) minus (A)(ii) through (A)(iv):                                 $_____

   (B)     Denominator:  Capitalization:                                                              $_____

   (C)     State whether the ratio of (A)(v) to (B) was not greater than .65:1:   YES/NO
</TABLE>


                                       1