EX-10.1






Exhibit 10.1




EXECUTION COPY




TWO-YEAR CREDIT AGREEMENT




Dated as of April 29, 2009




Among




DTE ENERGY COMPANY,




as Borrower




and




THE INITIAL LENDERS NAMED HEREIN,




as Initial Lenders




and




CITIBANK, N.A.,




as Administrative Agent




and




	 	 	 	 	 
	BARCLAYS CAPITAL,
	 	THE BANK OF NOVA
	 	JPMORGAN CHASE BANK,
	 
	 	SCOTIA,
	 	N.A.,
	 	 	 	 	 
	as Co-Syndication Agent
	 	as Co-Syndication Agent
	 	as Co-Syndication Agent






and




THE ROYAL BANK OF SCOTLAND plc,




as Documentation Agent




      




	 	 	 
	CITIGROUP GLOBAL MARKETS INC.,
	 	BARCLAYS CAPITAL,
	 	 	 
	as Co-Lead Arranger and Joint Book Runner
	 	as Co-Lead Arranger and Joint Book Runner






      




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I: DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	 
	SECTION 1.01. Certain Defined Terms
	 	 	1	 
	 
	SECTION 1.02. Computation of Time Periods
	 	 	15	 
	 
	SECTION 1.03. Accounting Terms
	 	 	15	 
	 
	 	 	 	 
	ARTICLE II: AMOUNTS AND TERMS OF THE REVOLVING CREDIT ADVANCES
	 	 	15	 
	 
	SECTION 2.01. Commitment
	 	 	15	 
	 
	SECTION 2.02. Making the Revolving Credit Advances
	 	 	15	 
	 
	SECTION 2.03. Fees
	 	 	17	 
	 
	SECTION 2.04. Termination or Reduction of the Commitments; Increase of the
Commitments
	 	 	17	 
	 
	SECTION 2.05. Repayment of Revolving Credit Advances
	 	 	18	 
	 
	SECTION 2.06. Interest on Revolving Credit Advances
	 	 	18	 
	 
	SECTION 2.07. Interest Rate Determination
	 	 	19	 
	 
	SECTION 2.08. Optional Conversion of Revolving Credit Advances
	 	 	20	 
	 
	SECTION 2.09. Prepayments of Revolving Credit Advances
	 	 	20	 
	 
	SECTION 2.10. Increased Costs
	 	 	21	 
	 
	SECTION 2.11. Illegality.
	 	 	22	 
	 
	SECTION 2.12. Payments and Computations
	 	 	22	 
	 
	SECTION 2.13. Taxes
	 	 	23	 
	 
	SECTION 2.14. Sharing of Payments, Etc
	 	 	26	 
	 
	SECTION 2.15. Use of Proceeds
	 	 	26	 
	 
	SECTION 2.16. Noteless Agreement; Evidence of Indebtedness
	 	 	26	 
	 
	SECTION 2.17. Defaulting Lenders
	 	 	27	 
	 
	 	 	 	 
	ARTICLE III: CONDITIONS TO EFFECTIVENESS AND LENDING
	 	 	28	 
	 
	SECTION 3.01. Conditions Precedent to Effectiveness of this Agreement
	 	 	28	 
	 
	SECTION 3.02. Conditions Precedent to Each Borrowing
	 	 	29	 
	 
	SECTION 3.03. Determinations Under Section 3.01
	 	 	30	 






i









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE IV: REPRESENTATIONS AND WARRANTIES
	 	 	30	 
	 
	SECTION 4.01. Representations and Warranties of the Borrower
	 	 	30	 
	 
	 	 	 	 
	ARTICLE V: COVENANTS OF THE BORROWER
	 	 	33	 
	 
	SECTION 5.01. Affirmative Covenants
	 	 	33	 
	 
	SECTION 5.02. Negative Covenants
	 	 	35	 
	 
	 	 	 	 
	ARTICLE VI: EVENTS OF DEFAULT
	 	 	35	 
	 
	SECTION 6.01. Events of Default
	 	 	35	 
	 
	 	 	 	 
	ARTICLE VII: THE AGENT
	 	 	38	 
	 
	SECTION 7.01. Authorization and Action
	 	 	38	 
	 
	SECTION 7.02. Agent’s Reliance, Etc
	 	 	38	 
	 
	SECTION 7.03. Citibank and Affiliates
	 	 	38	 
	 
	SECTION 7.04. Lender Credit Decision
	 	 	39	 
	 
	SECTION 7.05. Indemnification
	 	 	39	 
	 
	SECTION 7.06. Successor Agent
	 	 	39	 
	 
	SECTION 7.07. Co-Syndication Agents and Documentation Agent
	 	 	40	 
	 
	 	 	 	 
	ARTICLE VIII: MISCELLANEOUS
	 	 	40	 
	 
	SECTION 8.01. Amendments, Etc
	 	 	40	 
	 
	SECTION 8.02. Notices, Etc.
	 	 	40	 
	 
	SECTION 8.03. No Waiver; Remedies
	 	 	42	 
	 
	SECTION 8.04. Costs and Expenses
	 	 	43	 
	 
	SECTION 8.05. Right of Set-off
	 	 	44	 
	 
	SECTION 8.06. Binding Effect
	 	 	44	 
	 
	SECTION 8.07. Assignments, Designations and Participations
	 	 	45	 
	 
	SECTION 8.08. Confidentiality
	 	 	49	 
	 
	SECTION 8.09. Governing Law
	 	 	49	 
	 
	SECTION 8.10. Execution in Counterparts; Integration
	 	 	49	 
	 
	SECTION 8.11. Jurisdiction, Etc
	 	 	49	 
	 
	SECTION 8.12. Waiver of Jury Trial
	 	 	50	 
	 
	SECTION 8.13. USA Patriot Act Notification
	 	 	50	 
	 
	SECTION 8.14. Severability
	 	 	50	 






ii









 






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-1

	 	-  Form of Opinion of Associate General Counsel to
the Borrower
	 
	 	 
	Exhibit E-2

	 	-  Form of Opinion of Hunton & Williams LLP
	 
	 	 
	Exhibit F

	 	-  Form of Compliance Certificate
	 
	 	 
	Exhibit G

	 	-  Form of Lender Supplement






iii









 





          This TWO-YEAR CREDIT AGREEMENT (this “Agreement”) dated as of April 29, 2009 is
entered into among DTE ENERGY COMPANY, a Michigan corporation (the “Borrower”), the banks,
financial institutions and other institutional lenders (the “Initial Lenders”) listed on
the signature pages hereof, and CITIBANK, N.A. (“Citibank”), as Administrative Agent (the
“Agent”) for the Lenders (as hereinafter defined).




PRELIMINARY STATEMENT




          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 25% 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” has the meaning specified in the recital of parties to this Agreement.




     “Agent’s Account” means the account of the Agent maintained by the Agent at
Citibank with its office at Two Penns Way, Suite 200, New Castle, Delaware 19720, Account
No. 36852248, Attention: Charles Huester.




     “Agents” means the Agent and each Co-Syndication Agent, collectively.




     “Agent Parties” has the meaning specified in Section 8.02(b).




     “Anti-Money Laundering Laws” has the meaning specified in Section 4.01(p).




     “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, the percentage rate per annum which is applicable at such time with respect to
Base Rate Advances as set forth in the Pricing Schedule, 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.




     “Approved Fund” means any Person (other than a natural person) that (a) is
engaged in making, purchasing, holding or investing in bank loans and similar extensions of
credit in the ordinary course of its business, (b) has a combined capital and surplus of at
least $500,000,000, and (c) is administered or managed by (x) a Lender, (y) an Affiliate of
a Lender or (z) an entity or an Affiliate of an entity that administers or manages a Lender.




     “Arrangers” means, collectively, Citigroup Global Markets Inc. and Barclays
Capital, the investment banking division of Barclays Bank PLC, in their capacities as
co-lead arrangers and joint book runners for the credit facility evidenced by this
Agreement.




     “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,
DECO and MichCon as at December 31, 2008, and the related Consolidated statements of income
and cash flows of the Borrower, DECO and MichCon for the fiscal year then ended, accompanied
by the opinion thereon of the Borrower’s, DECO’s and MichCon’s independent public
accountants.




     “Base Rate” means a fluctuating interest rate per annum equal to, for any day,
the highest of:




     (a) the Prime Rate in effect on such day;




     (b) the Eurodollar Rate for a one month Interest Period on such day (or if such
day is not a Business Day, the immediately preceding Business Day) plus 1%; or




     (c) 1/2 of 1% per annum above the Federal Funds Rate in effect on such day.




     “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



2









 







Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on
in the London interbank market.




     “Capitalization” means the sum of (a) Total Funded Debt plus (b)
Consolidated Net Worth.




     “Citibank” has the meaning specified in the recital of parties to this
Agreement.




     “Commitment” means, for each Lender, the obligation of such Lender to make
Revolving Credit Advances to the Borrower in an aggregate amount not exceeding the amount
set forth opposite such Lender’s name on Schedule I hereto or if such 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 modified from time to time
pursuant to the terms hereof.




     “Communications” has the meaning specified in Section 8.02(b).




     “Confidential Information” means information that the Borrower furnishes to the
Agent or any Lender 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.




     “Consolidated Net Worth” means, as of any date of determination, the
consolidated total stockholders’ equity, including capital stock (but excluding treasury
stock and capital stock subscribed and unissued), additional paid-in capital and retained
earnings (but excluding the Excluded Pension Effects) of the Borrower and its Subsidiaries
determined 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.




     “Co-Syndication Agents” means, collectively, Barclays Capital, the investment
banking division of Barclays Bank PLC, The Bank of Nova Scotia, and JPMorgan Chase Bank,
N.A., in their capacities as co-syndication agents for the credit facility evidenced by this
Agreement.




     “Credit Agreements” means, collectively, this Agreement, the DECO Credit
Agreement and the MichCon Credit Agreement.




     “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



3









 







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 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 (all such obligations under this clause
(h) being “Guaranteed Obligations”), 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.




     “DECO” means The Detroit Edison Company, a Michigan corporation wholly owned by
the Borrower.




     “DECO Credit Agreement” means that certain Two-Year Credit Agreement, dated as
of the date hereof, by and among DECO, as borrower, the financial institutions from time to
time parties thereto as lenders, and Barclays Bank PLC, as administrative agent for the
lenders, as the same may be amended, restated, supplemented or otherwise modified from time
to time.




     “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.




     “Defaulting Lender” means any Lender, as determined by the Agent, that has (a)
failed to fund any portion of its Revolving Credit Advances within three Business Days of
the date required to be funded by it hereunder, unless the subject of a good faith dispute,
(b) notified the Borrower, the Agent or any Lender in writing, or has otherwise indicated
through a public statement, that it does not intend to comply with its funding obligations
generally under agreements in which it commits to extend credit, (c) failed, within three
Business Days after receipt of a written request from the Agent, to confirm that it will
comply with the terms of this Agreement relating to its obligations to fund prospective
Revolving Credit Advances, unless the subject of a good faith dispute, (d) otherwise failed
to pay over to the Agent or any other Lender any other amount required to be paid by it
hereunder within three Business Days of the date when due, unless the subject of a good
faith dispute, or (e) become the subject of a bankruptcy or insolvency



4









 







proceeding, or has had a receiver, conservator, trustee, custodian, administrator,
assignee for the benefit of creditors or similar Person charged with reorganization or
liquidation of its business, appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding or appointment
or has a parent company that has become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee, custodian, administrator, assignee
for the benefit of creditors or similar Person charged with reorganization or liquidation of
its business, appointed for it, or has taken any action in furtherance of, or indicating its
consent to, approval of or acquiescence in any such proceeding or appointment;
provided that (i) if a Lender would be a “Defaulting Lender” solely by reason of
events relating to a parent company of such Lender or solely because a Governmental
Authority has been appointed as receiver, conservator, trustee or custodian for such Lender,
in each case as described in clause (e) above, the Agent may, in its discretion, determine
that such Lender is not a “Defaulting Lender” if and for so long as the Agent is satisfied
that such Lender will continue to perform its funding obligations hereunder, (ii) subject to
the last sentence of Section 2.17, the Agent and the Borrower, by joint notice to the
Lenders, may declare that a Defaulting Lender is no longer a “Defaulting Lender” if the
Agent and the Borrower each determines, in its sole respective discretion, that the
circumstances that resulted in such Lender becoming a “Defaulting Lender” no longer apply,
and (iii) a Lender shall not be a Defaulting Lender solely by virtue of the ownership or
acquisition of Voting Stock or any other equity interest in such Lender or a parent company
thereof by a Governmental Authority or an instrumentality thereof.




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




     “Disclosed Litigation” has the meaning specified in Section 4.01(f).




     “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.




     “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 $500,000,000; (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 $500,000,000; (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 $500,000,000, 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



5









 







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 $500,000,000; (viii) an
Approved Fund; and (ix) 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.




     “Enterprises” means DTE Enterprises, Inc., a Michigan corporation wholly-owned
by the Borrower.




     “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 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 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 respect to 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



6









 







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 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 that 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 rate appearing on Reuters Screen LIBOR01 Page (or on
any successor or substitute page of the Service, or any successor to or substitute for the
Service, providing rate quotations comparable to those currently provided on such page of
the Service, as determined by the Agent after consultation with the Borrower from time to
time for purposes of providing quotations of interest rates applicable to U.S. dollar
deposits in the London interbank market) at approximately 11:00 A.M. (London time) two
Business Days prior to the commencement of such Interest Period, as the rate for U.S. dollar
deposits with a maturity comparable to such Interest Period, or in the event that such rate
is not available at such time for any reason, 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, subject, however, to the provisions of
Section 2.07.



7









 






     “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, 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 Pension Effects” means the non-cash effects on Consolidated Net Worth
resulting from the implementation of FASB Statement of Financial Accounting Standards No.
158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an
amendment of FASB Statements No. 87, 88, 106, and 132(R), dated September 2006.




     “Excluded Short-Term Debt” means Debt of MichCon or any of its Subsidiaries
having an original maturity of not more than 365 days in an aggregate amount of not more
than $450,000,000.




     “Existing Credit Agreement” means that certain Second Amended and Restated
Five-Year Credit Agreement, dated as of October 17, 2005, by and among the Borrower, the
financial institutions from time to time parties thereto as lenders, and Citibank, as
Administrative Agent, as amended, restated, supplemented or otherwise modified from time to
time.




     “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.



8









 






     “Funded Debt” means, as to any Person, without duplication: (a) all Debt of
such Person for borrowed money or which has been incurred in connection with the acquisition
of assets (excluding (i) contingent reimbursement obligations in respect of letters of
credit and bankers’ acceptances, (ii) Nonrecourse Debt, (iii) Junior Subordinated Debt, (iv)
Mandatorily Convertible Securities, and (v) Hybrid Equity Securities), (b) all capital lease
obligations of such Person and (c) all Guaranteed Obligations of Funded Debt of other
Persons.




     “GAAP” means generally accepted accounting principles in the United States of
America.




     “Governmental Authority” means the government of the United States of America
or any other nation, or of any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).




     “Guaranteed Obligations” has the meaning specified in clause (h) of the
definition of “Debt”.




     “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.




     “Hybrid Equity Securities” means any securities issued by the Borrower or its
Subsidiary or a financing vehicle of the Borrower or its Subsidiary that (i) are classified
as possessing a minimum of “intermediate equity content” by S&P, Basket C equity credit by
Moody’s, and 50% equity credit by Fitch and (ii) require no repayments or prepayments and no
mandatory redemptions or repurchases, in each case, prior to at least 91 days after the
later of the termination of the Commitments and the repayment in full of the Revolving
Credit Advances and all other amounts due under this Agreement.




     “Identified Reports on Form 8-K” means those certain reports of the Borrower
and DECO on Form 8-K filed or furnished with the Securities and Exchange Commission on (a)
January 27, February 23, February 24, March 4, March 5, March 6, March 19, March 20, and
April 8, 2009 with respect to the Borrower, and (b) January 27, February 23, February 24,
March 5, March 6, and April 8, 2009 with respect to DECO.




     “Initial Lenders” has the meaning specified in the recital of parties to this
Agreement.



9









 






     “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
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 Debt” means (a) subordinated junior deferrable interest
debentures of the Borrower, DECO, Enterprises or MichCon, (b) the related preferred
securities, if applicable, of Subsidiaries of the Borrower and (c) the related subordinated
guarantees, if applicable, of the Borrower, DECO, Enterprises or MichCon, in each case, from
time to time outstanding.




     “Lender Supplement” has the meaning specified in Section 2.04(c).




     “Lenders” means the Initial Lenders and each Person that shall become a party
hereto pursuant to Section 8.07(a), (b) and (c).




     “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



10









 







or retained security title of a conditional vendor and any easement, right of way or
other encumbrance on title to real property.




     “Loan Documents” means this Agreement and the Notes.




     “Mandatorily Convertible Securities” means any mandatorily convertible
equity-linked securities issued by the Borrower or its Subsidiary, so long as the terms of
such securities require no repayments or prepayments and no mandatory redemptions or
repurchases, in each case prior to at least 91 days after the later of the termination of
the Commitments and the repayment in full of the Revolving Credit Advances and all other
amounts due under this Agreement.




     “Material Adverse Change” means any material adverse change in the business,
condition (financial or otherwise), operations, performance or properties 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 or properties of the Borrower
and its Subsidiaries taken as a whole, or (b) the ability of the Borrower to perform its
obligations under any Loan Document to which it is a party.




     “MichCon” means Michigan Consolidated Gas Company, a Michigan corporation,
wholly owned (indirectly) by the Borrower.




     “MichCon Credit Agreement” means that certain Two-Year Credit Agreement, dated
as of the date hereof, among MichCon, as borrower, the financial institutions from time to
time parties thereto as lenders, and JPMorgan Chase Bank, N.A., as administrative agent for
the lenders, as amended, restated, supplemented or otherwise modified from time to time.




     “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



11









 







Borrower or such Subsidiary in its individual capacity or against the assets of the
Borrower or such Subsidiary, other than (a) to assets which were purchased or refinanced by
the Borrower or such Subsidiary with the proceeds of such Debt, (b) to the proceeds of such
assets, or (c) if such assets are held by a Subsidiary formed solely for such purpose, to
such Subsidiary or the equity interests in such Subsidiary; provided that, for
purposes of clarity, it is 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 DECO in respect of its indemnification obligations relating to
such Securitization Bonds.




     “Note” has the meaning specified in Section 2.16.




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




     “Obligations” means all unpaid principal of and accrued and unpaid interest on
Revolving Credit Advances, all accrued and unpaid fees and all expenses, reimbursements,
indemnities and other obligations of the Borrower to the Lenders or to any Lender, the Agent
or any indemnified party arising under the Loan Documents.




     “OFAC” has the meaning specified in Section 4.01(o).




     “Other Taxes” has the meaning specified in Section 2.13(b).




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




     “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.




     “Platform” has the meaning specified in Section 8.02(b).




     “Pricing Schedule” means the Pricing Schedule identifying the Applicable Margin
and the Applicable Percentage attached hereto identified as such.




     “Prime Rate” means the rate of interest per annum established by Citibank in
New York, New York, from time to time, as Citibank’s prime rate or base rate.




     “Pro Rata Share” means, with respect to a Lender, a portion equal to a fraction
the numerator of which is such Lender’s Commitment and the denominator of which is the
aggregate of all the Lenders’ Commitments; provided that, in the case of Section
2.17 when a Defaulting Lender shall exist (other than, for purposes of clarity, a Lender
that is attempting to cure its “Defaulting Lender” status pursuant to the last sentence of
Section 2.17), “Pro Rata Share” shall mean a portion equal to a fraction the numerator of
which is such Lender’s Commitment and the denominator of which is the aggregate of all the
Lender’s Commitments (disregarding any such Defaulting Lender’s Commitment). If the



12









 







Commitment has terminated or expired, the Pro Rata Shares shall be determined based
upon the Commitments most recently in effect, giving effect to any assignments and to any
Lender’s status as a Defaulting Lender at the time of determination.




     “Reference Banks” means Citibank, Barclays Bank PLC, JPMorgan Chase Bank, N.A.
and their respective successors.




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




     “Required Lenders” means, subject to Section 2.17, at any time, Lenders owed
more than fifty percent (50%) of the then-aggregate unpaid principal amount of the Revolving
Credit Advances owing to the Lenders, or, if no such principal amount is then outstanding,
Lenders having more than fifty percent (50%) of the Commitments.




     “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 Services, a division of the McGraw-Hill
Companies, Inc.




     “S&P Rating” is defined in the Pricing Schedule.




     “SEC Reports” means the following reports and financial statements:




     (i) the Borrower’s and DECO’s Annual Reports on Form 10-K, as amended, in the case of
the Borrower’s Annual Report on Form 10-K, by Form 10-K/A, for the year ended December 31,
2008, as filed with or sent to the Securities and Exchange Commission, including the Audited
Statements of the Borrower and DECO, respectively; and




     (ii) the Identified Reports on Form 8-K, including therein the Audited Statements of
MichCon.




     “Service” means Reuters Monitor Money Rate Service.




     “Securitization Bonds” means Debt of one or more Securitization SPEs, issued
pursuant to The Customer Choice and Electricity Reliability Act, Act No. 142, Public Acts of
Michigan, 2000, as the same may be amended from time to time.




     “Securitization SPE” means an entity established or to be established directly
or indirectly by the Borrower for the purpose of issuing Securitization Bonds and includes
The Detroit Edison Securitization Funding LLC, a limited liability company organized under
the laws of the State of Michigan.




     “Significant Subsidiary” means (i) DECO, Enterprises and MichCon, and (ii) any
other 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



13









 







worth of which exceeds 30% of the Consolidated Net Worth, 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 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.




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




     “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.




     “Taxes” has the meaning specified in Section 2.13(a).




     “Terminating Agreements” means, collectively, (a) the Existing Credit
Agreement, (b) that certain Second Amended and Restated Five-Year Credit Agreement, dated as
of October 17, 2005, by and among DECO, as borrower, the financial institutions from time to
time parties thereto as lenders, and Barclays Bank PLC, as Administrative Agent, as amended,
restated, supplemented or otherwise modified from time to time, and (c) that certain Second
Amended and Restated Five-Year Credit Agreement, dated as of October 17, 2005, by and among
MichCon, as borrower, the financial institutions from time to time parties thereto as
lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent, as amended, restated,
supplemented or otherwise modified from time to time.




     “Termination Date” means the earlier of (a) April 29, 2011, and (b) the date of
termination in whole of the Commitments pursuant to Section 2.04 or 6.01.




     “Total Funded Debt” means all Funded Debt of the Borrower and its Consolidated
Subsidiaries, on a consolidated basis, as determined in accordance with GAAP.




     “2005 Five-Year Agreement” means that certain Five-Year Credit Agreement dated
as of October 17, 2005, by and among the Borrower, the lenders party thereto, and Citibank,
as Administrative Agent, as the same may be amended, restated, supplemented or otherwise
modified from time to time.



14









 






     “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. Except as otherwise expressly provided herein, all
terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect
from time to time; provided that, if the Borrower notifies the Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any change occurring after
the date hereof in GAAP or in the application thereof on the operation of such provision (or if the
Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or after such change in
GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP
as in effect and applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding
any other provision contained herein, all terms of an accounting or financial nature used herein
shall be construed, and all computations of amounts and ratios referred to herein shall be made,
without giving effect to any election under Statement of Financial Accounting Standards 159 (or any
other Financial Accounting Standard having a similar result or effect) to value any Debt or other
liabilities of the Borrower or any of its Subsidiaries at “fair value”, as defined therein.




ARTICLE II: AMOUNTS AND TERMS OF THE REVOLVING CREDIT ADVANCES




          SECTION 2.01. Commitment. 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 Termination Date in an aggregate
amount not to exceed at any time outstanding 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, or the
remaining balance of Commitments available for a Borrowing, if such balance is less than
$5,000,000, 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





15









 







consisting of Eurodollar Rate Advances, or 10:00 A.M. (New York City time) on 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 signed by a Financial Officer 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,
(iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for
each such Revolving Credit Advance and (v) wire transfer instructions. 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 as specified in the Notice of Borrowing.




     (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(a) and (ii) at no time shall the aggregate number of all
Borrowings comprising Eurodollar Rate Advances outstanding hereunder be greater than ten.



     (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 (excluding 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 time 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 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.



16









 





     (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 Obligations 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 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.



          SECTION 2.04. Termination or Reduction of the Commitments; Increase of the
Commitments. (a) The Commitments shall be automatically terminated on the 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 amount of
$5,000,000 or an integral multiple of $1,000,000 in excess thereof, or the remaining balance, if
less than $5,000,000. Once terminated, a Commitment or portion thereof may not be reinstated.



     (c) At any time prior to the Termination Date the Borrower may, on the terms set forth below,
request that the Commitments hereunder be increased; provided, however, that (i) an
increase in the Commitments hereunder may only be made at a time when no Default shall have
occurred and be continuing, (ii) the “Commitments” under each of the DECO Credit Agreement and the
MichCon Credit Agreement (as such term is defined in each of the respective Credit Agreements) must
be simultaneously increased by a ratable portion (in proportion to the aggregate “Commitments”
under each such Credit Agreement (as such term is defined in each of the respective Credit
Agreements)) pursuant to and in accordance with Section 2.04(c) of each thereof, and (iii) in no
event shall the aggregate “Commitments” under all Credit Agreements (as such term is defined in
each of the respective Credit Agreements) (x) exceed $1,025,000,000, or (y) be increased pursuant
to Section 2.04(c) of each Credit Agreement by an aggregate amount in excess of $25,000,000. In
the event of such a requested increase in the Commitments, any Lender or other financial
institution which the Borrower and the Agent invite to become a Lender or to increase its
Commitment may set the amount of its Commitment at a level agreed to by the Borrower and the Agent.
In the event that the Borrower and one or more of the Lenders (or other financial institutions)
shall agree upon such an increase in the Commitments (i) the Borrower, the Agent and each Lender or
other financial institution increasing its Commitment or extending a new Commitment shall enter
into a supplement to this Agreement (each, a “Lender 



17









 




Supplement”) substantially in the form of Exhibit G setting forth, among other
things, the amount of the increased Commitment of such Lender or the new Commitment of such other
financial institution, as applicable, and (ii) the Borrower shall furnish, if requested, new or
amended and restated Notes, as applicable, to each financial institution that is extending a new
Commitment and each Lender that is increasing its Commitment. No such Lender Supplement shall
require the approval or consent of any Lender whose Commitment is not being increased. Upon the
execution and delivery of such Lender Supplements as provided above and the occurrence of the
“Effective Date” specified therein, and upon satisfaction of such other conditions as the Agent may
reasonably specify, the financial institutions that are extending new Commitments and the Lenders
that are increasing their Commitments (including, without limitation, the Agent administering the
reallocation of the aggregate Revolving Credit Advances ratably among the Lenders after giving
effect to each such increase in the Commitments, and the delivery of certificates, evidence of
corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed
to be amended accordingly.




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




          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,



18









 







and (ii) the Borrower shall pay, to the fullest extent permitted by law, interest on 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) If applicable, 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
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 the Service is not available or a rate does not timely appear on the Service and fewer
than two Reference Banks furnish timely information to the Agent for determining the Eurodollar
Rate for any Eurodollar Rate Advances:



19









 






     (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 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 subject to the provisions
of Sections 2.07 and 2.11(a), 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, or the remaining balance, if less than $5,000,000, 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
outstanding principal amount of all Revolving Credit Advances plus all interest



20









 







thereon and all other amounts payable hereunder or under the Notes, in the event that any
Person or two or more Persons acting in concert 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 30% or more of the combined voting power of all
Voting Stock 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 this Section
2.10 any such increased costs resulting from taxes (as to which Section 2.13 shall govern), 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.



     (d) If any Lender requests compensation under this Section 2.10, then such Lender shall use
reasonable efforts to designate a different Applicable Lending Office for funding or booking its
Revolving Credit Advances hereunder or to assign its rights and obligations




21











 




hereunder to another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to
this Section 2.10 in the future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to
pay all reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.




          SECTION 2.11. Illegality.




     (a) 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.



     (b) If a Conversion occurs or the obligation of the Lenders to make Eurodollar Rate Advances
or to Convert Revolving Credit Advances into Eurodollar Rate Advances is suspended, in each case,
pursuant to Section 2.11(a), then the Lender causing such Conversion and/or suspension shall use
reasonable efforts to designate a different Applicable Lending Office for funding or booking its
Revolving Credit Advances hereunder or to assign its rights and obligations hereunder to another of
its offices, branches or affiliates, if, in the judgment of such Lender, such designation or
assignment (i) would reinstate the Lenders’ obligations to make Eurodollar Rate Advances and to
Convert Revolving Credit Advances into Eurodollar Rate Advances and (ii) would not subject such
Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender
in connection with any such designation or assignment.



          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 other than deductions on account of taxes. The Agent will promptly thereafter
cause to be distributed like funds relating to the payment of principal or interest or Facility
Fees 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



22









 






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, when such computations of the Base
Rate are based on the Prime 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 Base Rate (other than such
computations of the Base Rate that are based on the Prime Rate), of interest based on the
Eurodollar Rate, and of the Facility Fees 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 or Facility Fees 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 or
Facility 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 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) Subject to the exclusions set forth below in this Section
2.13(a) and, if applicable, compliance with Section 2.13(e), 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, any and all present or future taxes, levies, imposts, deductions, charges or
withholdings imposed on its income, and franchise taxes imposed on it in lieu of income taxes, (i)
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 (ii), in the case of each Lender, 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



23









 






respect of payments hereunder or under the Notes being hereinafter referred to as
“Taxes”). Notwithstanding the above, 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, the Borrower will so deduct and (i) the sum payable shall be increased as may be necessary
so that after making all such deductions on account of Taxes (including deductions on account of
Taxes 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) 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 this Agreement or the Notes
(hereinafter referred to as “Other Taxes”).



     (c) Without duplication of the Borrower’s payment obligations on account of Taxes or Other
Taxes pursuant to Sections 2.13(a) and (b), 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.



     (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-8BEN or W-8ECI, as
appropriate, or any successor or other form prescribed by the Internal Revenue Service, certifying
that such Lender is exempt from United States withholding tax on payments pursuant to this
Agreement or the Notes. 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 W-8BEN



24









 




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; however, such a Lender will not be entitled to any payment or
indemnification on account of any Taxes imposed by the United States.




     (f) Notwithstanding any provision to the contrary in this Agreement, the Borrower will not be
obligated to make payments on account of or indemnify the Lenders or the Agents for any present or
future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, or any present or future stamp or other documentary taxes or property taxes,
charges or similar levies that are neither Taxes nor Other Taxes.



     (g) 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.



     (h) 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.



     (i) Notwithstanding any provision to the contrary in this Agreement, in the event that a
Lender that is not an Initial Lender and who purchased its interest in this Agreement without the
consent of the Borrower pursuant to Section 8.07(a), seeks (i) payment of additional amounts
pursuant to Section 2.13(a), (ii) payment of Other Taxes pursuant to Section 2.13(b), or (iii)
indemnification for Taxes or Other Taxes pursuant to Section 2.13(c), the amount of any such
payment or indemnification will be no greater than what it would have been had the Initial Lender
not transferred, assigned or sold its interest in this Agreement.



     (j) If the Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to this Section 2.13, then such Lender shall use
reasonable efforts to designate a different Applicable Lending Office for funding or booking its
Revolving Credit Advances hereunder or to assign its rights and obligations hereunder to another of
its offices, branches or affiliates, if, in the judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to this Section 2.13 in the
future and (ii) would not subject such Lender to any unreimbursed cost



25









 




or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.




          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 of 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 refinancing Debt of
the Borrower under the Existing Credit Agreement (if any), and for general corporate purposes,
including commercial paper liquidity, of the Borrower and its Subsidiaries.




          SECTION 2.16. 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



26









 




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



          SECTION 2.17. Defaulting Lenders. Notwithstanding any provision of this Agreement to
the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply
for so long as such Lender is a Defaulting Lender:




     (a) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting
Lender pursuant to Section 2.03(a);



     (b) the Commitment and Revolving Credit Advances of such Defaulting Lender shall not be
included in determining whether the Required Lenders have taken or may take any action hereunder
(including any consent to any amendment or waiver pursuant to Section 8.01, other than those which
require the consent of all Lenders or of each affected Lender);



     (c) the Borrower may, subject to the requirements of Sections 8.04 and 8.07, substitute for
such Defaulting Lender another financial institution, which financial institution shall be an
Eligible Assignee and shall assume the Commitments of such Defaulting Lender and purchase the
Revolving Credit Advances held by such Defaulting 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 Defaulting 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;



     (d) to the extent the Agent receives any payments or other amounts for the account of a
Defaulting Lender, such Defaulting Lender shall be deemed to have requested that the Agent use such
payment or other amount to fulfill such Defaulting Lender’s previously unsatisfied obligations to
fund a Revolving Credit Advance or any other unfunded payment obligation of such Defaulting Lender
under Section 2.02(d), 2.12(e) or 7.05;



     (e) no Lender shall be deemed to have consented to increase its Commitment pursuant to Section
2.04(c) unless that Lender shall have affirmatively given consent in accordance with that Section;
and



27









 





     (f) for the avoidance of doubt, the Borrower shall retain and reserve its other rights and
remedies respecting each Defaulting Lender.


In the event that the Agent and the Borrower each agrees that a Defaulting Lender has adequately
remedied all matters that caused such Lender to be a Defaulting Lender, such Lender shall purchase
at par on a ratable basis such of the Revolving Credit Advances of the other Lenders as the Agent
shall determine may be necessary in order for such Lender to hold such Revolving Credit Advances in
accordance with its Pro Rata Share.




ARTICLE III: CONDITIONS TO EFFECTIVENESS AND LENDING




          SECTION 3.01. Conditions Precedent to Effectiveness of this Agreement. 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 (i) no Material Adverse Change since December 31, 2008, except
as shall have been disclosed or contemplated in the SEC Reports, and (ii) no material adverse
change in the primary or secondary loan syndication markets or capital markets generally that makes
it impracticable to consummate the transactions contemplated by the Loan Documents.



     (b) 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.



     (c) All governmental and third party consents, authorizations 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 Agents that
restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by
the Loan Documents.



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



     (e) The Borrower shall have paid all accrued fees and reasonable expenses due and payable to
the Agents, the Lenders and the Arrangers on or prior to the Effective Date, including, to the
extent invoiced, reimbursements or payment of all out-of-pocket expenses required to be reimbursed
or paid by the Borrower hereunder.



     (f) On the Effective Date, the following statements shall be true and the Agent shall have
received for the account of each Lender a certificate, substantially in the form of Exhibit
D hereto, signed on behalf of the Borrower by a duly authorized Financial Officer of the
Borrower, dated the Effective Date, stating, among other things, that:




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



28









 






     (ii) No event has occurred and is continuing that constitutes a Default.



     (g) 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) Counterpart signature pages of this Agreement, executed by each of the parties
hereto.




     (ii) Notes, if any, to the order of each Lender requesting the issuance of a Note as of
the Effective Date pursuant to Section 2.16.




     (iii) 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.




     (iv) 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.




     (v) Favorable opinion letters of Patrick B. Carey, the Associate General Counsel of the
Borrower, and Hunton & Williams LLP, counsel to the Borrower, substantially in the form of
Exhibits E-1 and E-2, respectively, hereto.




     (vi) Evidence satisfactory to the Agent that (A) all loans and letters of credit
outstanding and other fees and amounts owed to the lenders or agents under the Terminating
Agreements have been paid in full (or, in respect of any letters of credit thereunder, (x)
such letters of credit shall have been assigned or transferred to the 2005 Five-Year Credit
Agreement (such that each such letter of credit shall constitute a “Facility LC” thereunder)
or (y) cash collateral or other credit support in respect thereof shall have been
delivered), and (B) the Terminating Agreements have been terminated.



          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 are correct on and as
of the date of such Borrowing, before and after giving effect to such Borrowing and to the
application of the proceeds therefrom, as though made on and as of such date;
provided, that such condition shall not apply to (x) the last sentence of Section
4.01(e) or (y) Section 4.01(f),



29









 






     (ii) after giving effect to the application of the proceeds of all Borrowings on such
date (together with any other resources of the Borrower applied
together therewith), 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







     (iii) the Borrower has not received notice from the Agent on or prior to the date of
such Borrowing that a mandatory prepayment is required under Section 2.09(b) (other than any
such notice that has been withdrawn in writing by the Agent);


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 consent, 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 any Loan Document to which it is a party.



     (d) This Agreement has been, and each of the Notes when delivered hereunder will have been,
duly executed and delivered by the Borrower. This Agreement is, and each of the Notes 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.



30









 





     (e) The Audited Statements of the Borrower, DECO and MichCon, copies of each of which have
been furnished to each Lender, fairly present, in all material respects, 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 as in effect on the date of such
Audited Statements. Since December 31, 2008, 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 its
Significant Subsidiaries 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 has 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 that could be reasonably likely to have a Material Adverse Effect.



     (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 material 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.



     (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



31









 




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, required to be registered as 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) Neither the Borrower nor any Subsidiary of the Borrower (i) is a person named on the list
of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets
Control of the United States Department of the Treasury (the “OFAC”) available at
http://www.treas.gov/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time
to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by
a country, or (z) a person resident in a country that is subject to a sanctions program identified
on the list maintained by the OFAC and available at
http://www.treas.gov/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from
time to time, as such program may be applicable to such agency, organization or person; or (iii)
derives more than 10% of its assets or operating income from investments in or transactions with
any such country, agency, organization or person.  Neither the Borrower nor any Subsidiary of the
Borrower will use the proceeds of the Revolving Credit Advances to finance any operations,
investments or activities in, or make any payments to, any such country, agency, organization, or
person.



     (p) Neither the Borrower nor any Subsidiary of the Borrower (i) is under investigation by any
Governmental Authority for, or has been charged with, or convicted of, money laundering, drug
trafficking, terrorist-related activities, or any violation under any laws or regulations relating
to money laundering or terrorist financing, including the Bank Secrecy Act, 31 U.S.C. §§5311 et.
seq. (the “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any
Anti-Money Laundering Laws, or (iii) has had any of its funds seized or forfeited in an action
under any Anti-Money Laundering Laws.



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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
with all applicable laws, rules, regulations and orders, such compliance to include, without
limitation, compliance with ERISA and Environmental Laws, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect.



     (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its Subsidiaries to
pay and discharge, before the same shall become delinquent, all taxes, assessments and governmental
charges or levies imposed upon it or upon its property that, if not paid, could be reasonably
expected to result in a Material Adverse Effect; 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 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 and its Subsidiaries taken as a whole or
the ability of the Borrower to meet its obligations hereunder.



     (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 its Significant Subsidiaries, and to discuss the affairs, finances and accounts of the
Borrower and any of its 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.



33









 





     (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 65 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 115 days after the end of each fiscal
year of the Borrower, a copy of the annual report to Shareholders for such year for the
Borrower and its Consolidated Subsidiaries, containing the Consolidated 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 PricewaterhouseCoopers LLP or
any other independent public accounting firms which (x) as of the date of this Agreement is
one of the “big four” accounting firms or (y) is reasonably 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 the Applicable Margin and the Applicable Percentage 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) reasonably 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; and




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



     Information required to be delivered pursuant to clauses (i), (ii) or (v) above shall be
deemed to have been delivered on the date on which the Borrower has posted such information on the
Borrower’s website on the Internet at www.dteenergy.com (or any successor or replacement website
thereof), which website includes an option to subscribe to a free service



34









 




alerting subscribers by
email of new Securities and Exchange Commission filings at
http://phx.corporate-ir.net/phoenix.zhtml?c=68233&p=irol-alerts, or at www.sec.gov or at another
website identified in a notice to the Lenders and accessible by the Lenders without charge.




          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 or suffer to exist, or permit any Significant Subsidiary to
create or suffer to exist, any Lien on or with respect to any shares of any class of equity
securities (including, without limitation, Voting Stock) of any Significant Subsidiary, whether
such shares are now owned or hereafter acquired.



     (b) Debt. Create, incur, assume or suffer to exist any Debt except (i) Debt that is
expressly or effectively pari passu with or expressly subordinated to the Debt of the Borrower
hereunder, (ii) Nonrecourse Debt or (iii) other Debt incurred in the ordinary course of the
Borrower’s business up to an aggregate amount of $50,000,000.



     (c) 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 or into 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.



     (d) Change in Nature of Business. Make, or permit any of its Significant Subsidiaries
(including Enterprises and MichCon) 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.



     (e) Accounting Changes. Make or permit any change in accounting policies or reporting
practices, except as required or permitted by generally accepted accounting principles; or permit
any of its Subsidiaries to make or permit any change in accounting policies or reporting practices
if, as a result of such change, the Borrower shall fail to maintain a system of accounting
established and administered in accordance with 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



35









 




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 30 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
$50,000,000 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



     (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 60 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 $50,000,000 shall be rendered against the Borrower or any of its



36









 




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 30 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) The Borrower shall at any time cease to hold directly or indirectly 100% of the Voting
Stock of DECO and MichCon; or



     (h) 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 $50,000,000
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



     (i) The Borrower and its Subsidiaries, on a Consolidated basis, shall, as of the last day of
any fiscal quarter of the Borrower, have a ratio of (a) Total Funded Debt to (b) Capitalization in
excess of .65:1; provided that for purposes of calculating the foregoing ratio as of the
last day of any fiscal quarter other than any fiscal quarter ending on June 30, “Total Funded
Debt” for purposes of clauses (a) and (b) above shall be calculated exclusive
of all Excluded Short-Term Debt outstanding as of such date; or



     (j) 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; or



     (k) Any “Event of Default” shall have occurred and be continuing under (and as defined in) the
2005 Five-Year Agreement;


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.




37









 








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.




          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. Citibank and Affiliates. With respect to its Commitment, the Revolving
Credit Advances made by it and any Note issued to it, Citibank 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
Citibank in its individual capacity. Citibank 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



38









 






of its Subsidiaries and any Person
who may do business with or own securities of the Borrower or any such Subsidiary, all as if
Citibank 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), solely in its capacity as Agent hereunder, 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 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 reasonable counsel fees) incurred by the Agent, solely in its
capacity as Agent hereunder, 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 $500,000,000. 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




39









 







benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement.




          SECTION 7.07. Co-Syndication Agents and Documentation Agent. None of the Lenders
identified in this Agreement as a Co-Syndication Agent or a Documentation Agent shall have any
right, power, obligation, liability, responsibility or duty under this Agreement other than those
applicable to all Lenders as such. Without limiting the foregoing, none of such Lenders shall have
or be deemed to have a fiduciary relationship with any Lender.
Each Lender hereby makes the same acknowledgments with respect to such Lenders as it makes
with respect to the Agent in Section 7.04.




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 affected thereby, 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 rate of interest on, the
Revolving Credit Advances or any fees or other amounts payable hereunder, (d) 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 or approve any action hereunder (including, without
limitation, amending the definition of “Required Lenders”), (f) alter the manner in which payments
or prepayments of principal, interest or other amounts hereunder shall be applied or shared as
among the Lenders or Types of Revolving Credit Advances, (g) amend any provisions hereunder
relating to the pro rata treatment of the Lenders, or (h) amend this Section 8.01; and
provided further that no 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; and provided
further that no amendments, consents or waivers are required to effectuate the increases in
Commitments pursuant to Section 2.04(c) except as provided in such Section.




          SECTION 8.02. Notices, Etc.




     (a) All notices and other communications provided for hereunder shall be in writing or
confirmed in writing (including telecopier communication) and mailed, telecopied or delivered, if
to the Borrower, at its address at One Energy Plaza, Detroit, MI 48226, Attention: Treasurer; if
to any Lender, at its Domestic Lending Office; and if to the Agent, at its address at Two Penns
Way, Suite 200, New Castle, Delaware 19720, Attention: Charles Huester, with a copy to J. Nicholas
McKee, 388 Greenwich Street, New York, New York 10013; or, as to the Borrower or the Agent, at such
other address as shall be designated



40









 




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 or
telecopied be effective when deposited in the mails or telecopied, 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.




     (b) (i) Except as otherwise provided in Section 5.01(h), the Borrower shall provide to the
Agent all information, documents and other materials that it is obligated to furnish to the Agent
pursuant to this Agreement and the other Loan Documents, including, without limitation, all
notices, requests, financial statements, financial and other reports, certificates and other
information materials, but excluding any such communication that (i) relates to a Notice of
Borrowing or other request for a new, or a conversion of an existing, Borrowing or other extension
of credit (including any election of an interest rate or Interest Period relating thereto),
(ii) relates to the payment of any principal or other amount due hereunder prior to the scheduled
date therefor, (iii) provides notice of any Default or Event of Default hereunder or (iv) is
required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement
and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications
being referred to herein collectively as “Communications”), by transmitting the
Communications in an electronic/soft medium in a format acceptable to the Agent to
oploanswebadmin@citigroup.com, or such other electronic mail address as the Agent shall identify to
the Borrower. In addition, the Borrower shall continue to provide the Communications to the Agent
in the manner specified in this Agreement but only to the extent requested by the Agent. The
Borrower further agrees that the Agent may make the Communications available to the Lenders by
posting the Communications on Intralinks, or a substantially similar electronic transmission system
mutually agreeable to the Agent and the Borrower (the “Platform”). Nothing in this Section
8.02(b) shall prejudice the right of the Agent or any Lender to give any notice or other
communication pursuant hereto or to any other Loan Document in any other manner specified herein or
therein.



          (ii) The Agent agrees that the receipt of the Communications by the Agent at its e-mail
address set forth in clause (i) above shall constitute effective delivery of the Communications to
the Agent for purposes of each Loan Document. The Borrower agrees that e-mail notice to it (at the
address provided pursuant to the next sentence and deemed delivered as provided in subclause
(iii) below) specifying that Communications have been posted to the Platform shall constitute
effective delivery of such Communications to it for purposes of the Loan Documents. The Borrower
agrees (A) to notify the Agent in writing (including by electronic communication) from time to time
to ensure that the Agent has on record an effective e-mail address for the Borrower to which the
foregoing notices may be sent by electronic transmission and (B) that the foregoing notices may be
sent to such e-mail address. Each Lender agrees that e-mail notice to it (at the address provided
pursuant to the next sentence and deemed delivered as provided in subclause (iii) below) specifying
that the Communications have been posted to the Platform shall constitute effective delivery of the
Communications to such Lender for purposes of the Loan Documents. Each Lender agrees (A) to notify
the Agent in writing (including by electronic communication) from time to time of such Lender’s
e-mail address to





41












 




which the foregoing notice may be sent by electronic transmission and (B) that the foregoing notice
may be sent to such e-mail address.




          (iii) Each party hereto agrees that any electronic communication referred to in this clause
(b) shall be deemed delivered upon the posting of a record of such Communication as “sent” in the
e-mail system of the sending party or, in the case of any such Communication to the Agent, upon the
posting of a record of such Communication as “received” in the e-mail system of the Agent;
provided, however, that if such Communication is received by the Agent after the
normal business hours of the Agent, such Communication shall be deemed delivered at the opening of
business on the next Business Day for the Agent; provided, further, that in the
event that the Agent’s e-mail system shall be unavailable for receipt of any Communication,
Borrower may deliver such Communication to the Agent in a manner mutually agreeable to the Agent
and the Borrower.




          (iv) The parties hereto acknowledge and agree that the distribution of the Communications and
other material through an electronic medium is not necessarily secure and that there are
confidentiality and other risks associated with such distribution. EACH OF THE PARTIES HERETO
ACKNOWLEDGES AND AGREES AS FOLLOWS: (A) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”; (B)
THE AGENT PARTIES DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE
ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE
COMMUNICATIONS; (C) NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF
THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN
CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM; AND (D) IN NO EVENT SHALL THE AGENT OR ANY OF
ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR
REPRESENTATIVES (COLLECTIVELY, THE “AGENT PARTIES”) HAVE ANY LIABILITY TO THE BORROWER, ANY
LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT
OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT,
CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE AGENT’S TRANSMISSION OF COMMUNICATIONS
THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL
NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH
AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.




          (v) This clause (b) shall terminate on the date that neither Citibank nor any of its
Affiliates is the Agent under this Agreement.




          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




42









 







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 the 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 the
Loan Documents 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).




     (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 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; provided that upon receipt of
notice of any such matter by a representative of the Agent or any Lender, as applicable, having
primary responsibility for the relationship between the Borrower and the Agent or such Lender, as
applicable, the Agent or such Lender, as applicable, shall promptly notify the Borrower to the
extent permitted by applicable law. The Borrower shall have no liability for any settlement
effected without its prior written consent, which consent shall not be unreasonably withheld or
delayed. 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 Loan Documents, any of the



43









 







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(a), 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 other 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, 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 Agent and 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.




44









 








          SECTION 8.07. Assignments, Designations and Participations. (a) Each Lender may (i)
with the prior consent of the Agent (which consent shall not be unreasonably withheld, and which
consent shall not be required in the event of an assignment or grant pursuant to Sections 8.07(g)
or (h) or an assignment to any other Lender, an Affiliate of a Lender, or an Approved Fund) and
(ii) for so long as no Default has occurred and is continuing, with the consent of the Borrower
(which consent shall not be unreasonably withheld, and which consent shall not be required in the
event of an assignment or grant pursuant to Sections 8.07(g) or (h) or an assignment to any other
Lender, an Affiliate of a Lender, or an Approved Fund), 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 (A) each such assignment shall be of a constant, and
not a varying, percentage of all rights and obligations under this Agreement, (B) 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, (C) each such
assignment shall be to an Eligible Assignee, and (D) 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, (1) 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 (2) 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).




     (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,



45









 







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 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



46









 







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 and subject to the exclusions, in each case, as if it were a Lender, of Sections 2.10,
2.11(a) 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 (i) such participant complies with the requirements of Section 2.13(e) and (ii) 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 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 Person (other than the Borrower or an Affiliate of the Borrower), including, without
limitation, any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of
the Federal Reserve System.



     (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 “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.



47









 





     (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 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.



48









 





          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 the Agent or such Lender, (d)
as requested or required by any state, federal or foreign authority or examiner regulating banks,
other financial institutions or banking, (e) in connection with the exercise of any remedies
hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights
hereunder, (f) on a confidential basis to any Lender’s direct or indirect contractual
counterparties in swap agreements or to legal counsel, accountants and other professional advisors
to such counterparties, and (g) subject to an agreement containing provisions substantially the
same as those of this Section, (x) to any credit or financial insurance provider in connection with
the Borrower’s obligations hereunder, and (y) to any Person that requires such Confidential
Information in connection with obtaining CUSIP-based identifiers.




          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; Integration. 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. This Agreement and any separate letter agreement with respect to fees payable to
the Agent or confidential information (the latter of which shall apply solely to information
provided prior to the date hereof) constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof.




          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 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



49









 







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.




          SECTION 8.13. USA Patriot Act Notification. The following notification is provided to
the Borrower pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318:



IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government
fight the funding of terrorism and money laundering activities, Federal law requires all financial
institutions to obtain, verify, and record information that identifies each person or entity that
opens an account, including any deposit account, treasury management account, loan, other extension
of credit, or other financial services product. What this means for the Borrower: When the
Borrower opens an account, the Agent and the Lenders will ask for the Borrower’s name, tax
identification number, business address, and other information that will allow the Agent and the
Lenders to identify the Borrower. The Agent and the Lenders may also ask to see the Borrower’s
legal organizational documents or other identifying documents.




          SECTION 8.14. Severability. In the event any one or more of the provisions contained
in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall not in any way be
affected or impaired thereby.




Remainder of Page Intentionally Blank




50









 








          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.




	 	 	 	 	 	 	 
	 	 	DTE ENERGY COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Borrower’s FEIN: 38-3217752






Signature Page to

DTE Energy Company

Two-Year Credit Agreement




 









 








	 	 	 	 	 	 	 
	 	 	Lenders	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A., as Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as a Co-Syndication Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	BARCLAYS BANK PLC, as a Co-Syndication Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA, as a Co-Syndication Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






Signature Page to

DTE Energy Company

Two-Year Credit Agreement





 









 








	 	 	 	 	 	 	 
	 	 	THE ROYAL BANK OF SCOTLAND plc, as Documentation Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






Signature Page to

DTE Energy Company

Two-Year Credit Agreement





 









 








	 	 	 	 	 	 	 
	 	 	[OTHER LENDERS], as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






Signature Page to

DTE Energy Company

Two-Year Credit Agreement





 









 








SCHEDULE I




DTE ENERGY COMPANY

APPLICABLE LENDING OFFICES




	 	 	 	 	 	 	 	 	 
	Name of Initial Lender	 	Domestic Lending Office	 	Eurodollar Lending Office	 	Commitment
	Citibank, N.A.

	 	Two Penns Way

Suite 200

New Castle, DE 19720

Attention: Charles Huester

Telephone: (302) 864-6010

Facsimile: (212) 816-8098
	 	388 Greenwich St.,

New York, NY 10013

Attention: Nick Perazza

Telephone: (302) 894-6110

Facsimile: (212) 994-0847
	 	$	44,344,214.34	 
	 
	 	 	 	 	 	 	 	 
	Barclays Bank PLC

	 	200 Park Avenue

New York, NY 10166

Attention: Alicia

Borys/Nicholas Guzzardo

Telecopier: (201) 499-3087
	 	Same as Domestic Lending
Office
	 	$	44,344,214.34	 
	 
	 	 	 	 	 	 	 	 
	The Bank of Nova Scotia

	 	1 Liberty Plaza

165 Broadway

New York, NY 10006

Attention: Isabel Abella
and Estella Xue

Telephone: (212) 225-5305
and (212) 225-5705

Facsimile: (212) 225-5480

and (212) 225-5709
	 	Same as Domestic Lending
Office
	 	$	44,344,214.34	 
	 
	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.

	 	JPMorgan Chase Bank, N.A.

10 South Dearborn Street

Mail Code IL1-0010

Chicago, IL 60603

Attention: April Yebd

Telephone: (312)-732-5078

Facsimile: (312)-385-7096
	 	Same as Domestic Lending
Office
	 	$	44,344,214.34	 
	 
	 	 	 	 	 	 	 	 
	The Royal Bank of
Scotland, plc

	 	101 Park Avenue 

New York, NY 10178

Attention: Luis Montanti

Telephone: (212) 401-1402

Facsimile: (212) 401-1494
	 	Same as Domestic Lending
Office
	 	$	44,344,214.34	 
	 
	 	 	 	 	 	 	 	 
	Bank of America, N.A.

	 	Bank of America, N.A.

100 North Tryon Street

Charlotte, NC 28255

Attention: Jennifer Baines

Telephone: (925) 675-8409

Facsimile: (888) 969-2294
	 	Same as Domestic Lending
Office
	 	$	44,344,214.34	 
	 
	 	 	 	 	 	 	 	 
	Comerica Bank, N.A.

	 	500 Woodward Ave MC 3268

Detroit, MI 48226

Attention: Dan Roman

Telephone: (313) 222-3803

Facsimile: (313) 222-9514
	 	Same as Domestic Lending
Office
	 	$	30,038,378.84	 
	 
	 	 	 	 	 	 	 	 
	KeyBank National 

Association

	 	127 Public Square

Cleveland, OH 44114

Attention: Marianne Meil

Telephone: (216) 689-3549

Facsimile: (216) 689-4981
	 	Same as Domestic Lending
Office
	 	$	30,038,378.84	 






 









 






	 	 	 	 	 	 	 	 	 
	Name of Initial Lender	 	Domestic Lending Office	 	Eurodollar Lending Office	 	Commitment
	BNP Paribas

	 	787 Seventh Avenue

New York, NY 10019

Attention: Project Finance
& Utilities

Telephone: (212) 841-2000

Facsimile: (212) 841-2146
	 	Same as Domestic Lending
Office
	 	$	30,005,366.16	 
	 
	 	 	 	 	 	 	 	 
	Fifth Third Bank

	 	c/o Madisonville
Operations Center

MD 1M0C2B

Cincinnati, OH 45263-5300

Attention: Gina Schmidt

Telecopier: (513) 358-0221
	 	Same as Domestic Lending
Office
	 	$	28,035,820.25	 
	 
	 	 	 	 	 	 	 	 
	UBS Loan Finance LLC

	 	677 Washington Boulevard
Stamford, CT 06901 

Attention: Shaneequa
Thomas, Banking Product
Services

6-South

Telephone: (203) 719-3385

Facsimile: (203) 719-3888
	 	Same as Domestic Lending
Office
	 	$	27,535,180.60	 
	 
	 	 	 	 	 	 	 	 
	Union Bank, N.A.

	 	Energy Capital Services

445 South Figuroa St.,

15th Floor

Los Angeles, CA 90071

Attention: Jesus Serrano

Telephone: (213) 236-4194

Facsimile: (213) 236-4096
	 	Same as Domestic Lending
Office
	 	$	23,898,079.63	 
	 
	 	 	 	 	 	 	 	 
	U.S. Bank National
Association

	 	461 Fifth Avenue 

New York, NY 10017

Attention: Paul Vastola

Telephone: (646) 935-4541

Facsimile: (646) 935-4551
	 	Same as Domestic Lending
Office
	 	$	20,025,585.89	 
	 
	 	 	 	 	 	 	 	 
	Deutsche Bank AG New 

York Branch

	 	60 Wall Street, 44th Floor

New York, NY 10005 

Attention: Rainer Meier

Telecopier: (212) 797-4346
	 	Same as Domestic Lending
Office
	 	$	18,587,395.88	 
	 
	 	 	 	 	 	 	 	 
	The Bank of New York
Mellon

	 	One Wall Street

New York, NY 10286

Attention: Hussam S.
Alsahlani

Telephone: (412) 234-5624

Telecopier: (412) 236-6112
	 	Same as Domestic Lending
Office
	 	$	17,522,387.66	 
	 
	 	 	 	 	 	 	 	 
	Bank of Tokyo-Mitsubishi
UFJ

	 	1251 Avenue of the Americas

12th Floor

New York, NY 10020-1104

Attention: Rolando Uy

Telephone: (201) 413-8570

Telecopier: (201) 521-2304
	 	Same as Domestic Lending
Office
	 	$	17,522,387.66	 
	 
	 	 	 	 	 	 	 	 
	National City Bank

	 	755 W. Big Beaver Rd.

Suite 2500

Troy, MI 48084

Telephone: (248) 729-8594

Telecopier: (248) 729-8820
	 	Same as Domestic Lending
Office
	 	$	17,522,387.66	 






 









 






	 	 	 	 	 	 	 	 	 
	Name of Initial Lender	 	Domestic Lending Office	 	Eurodollar Lending Office	 	Commitment
	Morgan Stanley Bank, N.A.

	 	One Utah Center

201 South Main Street

5th Floor

Salt Lake City, UT 84111

Telephone: (801) 236-3655

Facsimile: (718) 233-0967
	 	Same as Domestic Lending
Office
	 	$	6,658,507.31	 
	 
	 	 	 	 	 	 	 	 
	The Northern Trust 

Company

	 	50 South LaSalle Street

Chicago, IL 60675

Attention: Preeti Jain

Telephone: (312) 444-2376

Facsimile: (312) 444-4906
	 	Same as Domestic Lending
Office
	 	$	5,006,396.47	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 
	Total

	 	 	 	 	 	$	538,461,538.89	 
	 
	 	 	 	 	 	 
	 	 






 









 






PRICING SCHEDULE




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Level I Status	 	Level II Status	 	Level III Status	 	Level IV Status	 	Level V Status
	Applicable
Percentage
	 	0.500%	 	0.625%	 	0.875%	 	1.125%	 	1.250%
	 
	 	 	 	 	 	 	 	 	 	 
	Applicable Margin
(Eurodollar Rate)
	 	2.000%	 	2.375%	 	2.625%	 	2.875%	 	3.250%
	 
	 	 	 	 	 	 	 	 	 	 
	Applicable Margin
(Base Rate)
	 	1.000%	 	1.375%	 	1.625%	 	1.875%	 	2.250%






          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 Status 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.




          “Status” means Level I Status, Level II Status, Level III Status, Level IV Status or Level V
Status.




 









 








          The Applicable Margin 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 and S&P
Ratings. 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; provided, however,
that if the credit rating system of Moody’s or S&P shall change, or if either such rating agency
shall cease to be in the business of rating corporate debt obligations, the Borrower and the
Lenders shall negotiate in good faith to amend this Schedule to reflect such changed rating system
or the unavailability of ratings from such rating agency and, pending the effectiveness of any such
amendment, the applicable Status for the Borrower shall be the Borrower’s Status most recently in
effect prior to such change or cessation.




          Except as specifically provided above in this Schedule, in the event that a split occurs
between the two ratings, the pricing shall be based upon (x) the higher of the two ratings then
applicable if all such ratings shall be in Level I Status, Level II Status, Level III Status or
Level IV Status and (y) the lower of the two ratings if any of such ratings shall be in Level V
Status. However, if (x) the split is greater than one level and the lowest rating shall be in
Level III Status or Level IV Status, then the pricing shall be based upon the rating one level
above the lower of the two ratings and (y) the split is greater than one level and the lowest
rating shall be in Level V Status, then pricing shall be based upon Level V Status.




 









 








EXHIBIT
A - FORM OF NOTE




	 	 	 	 	 	 	 	 	 	 	 	 	 
	U.S.$

	 	 	 	 	 	Dated:
	 	 	 	 	 	, 200_
	 

	 	 

	 	 	 	 	 	 

	 	 	 	 






          FOR VALUE RECEIVED, the undersigned, DTE ENERGY 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 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 Two-Year Credit
Agreement dated as of April 29, 2009 (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 Citibank, N.A., as Agent for the Lender
and such other lenders outstanding on the 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
Citibank, N.A., as Agent, at Two Penns Way, Suite 200, New Castle, Delaware 19720, Account No.
36852248, Attention: Charles Huester, 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.




	 	 	 	 	 	 	 
	 	 	DTE ENERGY COMPANY
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	Title:
	 	 

	 	 






 









 






ADVANCES AND PAYMENTS OF PRINCIPAL




	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Unpaid	 	 
	 
	 	Amount of
	 	Amount of Principal
	 	Principal	 	 
	Date
	 	Advance
	 	Paid or Prepaid
	 	Balance
	 	Notation Made By
	 
	 	 
	 	 
	 	 
	 	 






 











 





EXHIBIT
B - FORM OF NOTICE OF BORROWING




Citibank, N.A., as Agent for the Lenders parties

          to the Credit Agreement referred to below




Two Penns Way, Suite 200

New Castle, Delaware 19720

Attention: Charles Huester




[Date]




Ladies and Gentlemen:




          The undersigned, DTE ENERGY COMPANY, refers to the Two-Year Credit Agreement dated as of April
29, 2009 (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 Citibank, N.A., 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].]
	 
	 	(v)	 	[Wire transfer instructions].





          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:





     (i) 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; provided,
that, the foregoing certification shall not apply to the representations and warranties set
forth in (x) the last sentence of Section 4.01(e) of the Credit Agreement, and (y) Section
4.01(f) of the Credit Agreement;




     (ii) after giving effect to the application of the proceeds of all Borrowings on such
date (together with any other resources of the Borrower applied together therewith),



 









 






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; and




     (iii) the Borrower has not received notice from the Agent on or prior to the date of
such Proposed Borrowing that a mandatory prepayment is required under Section 2.09(b) of the
Credit Agreement (other than any such notice that has been withdrawn in writing by the
Agent).



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	Title:
	 	[Financial Officer]






 









 






EXHIBIT
C - FORM OF

ASSIGNMENT AND ACCEPTANCE




          Reference is made to the Two-Year Credit Agreement dated as of April 29, 2009 (as amended or
modified from time to time, the “Credit Agreement”) among DTE Energy Company, a Michigan
corporation (the “Borrower”), the Lenders (as defined in the Credit Agreement) and
Citibank, N.A., as agent for the Lenders (the “Agent”). Terms used but not otherwise
defined herein have the respective meanings assigned to such terms in the Credit Agreement.




          The “Assignor” and the “Assignee” referred to on Schedule 1 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 (if any) 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 under the Credit Agreement 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 or Notes held by the Assignor, if any, and requests that the Agent exchange such Note or
Notes for a new Note or Notes payable to the order of the Assignee in an amount equal to the
Commitment assumed by the Assignee pursuant hereto and the Credit Agreement 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 Credit Agreement 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




 









 







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 and Facility
Fees 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.




 









 








Schedule 1 to

Assignment and Acceptance




	 	 	 	 	 
	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 Date1:
	 	$	 	 






	 	 	 	 	 	 	 
	 	 	[NAME OF ASSIGNOR], as Assignor	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Title:
	 	

 

	 	 
	 

	 	Dated:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	[NAME OF ASSIGNEE], as Assignee	 	 
	 
	 	 	 	 	 	 
	 

	 	By

Title:
	 	

 

	 	 
	 

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






 



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




 









 





Accepted [and Approved]2 this day of




                                                            , as Agent




By                                                                      

Title:




[Approved this [ ] day of                                  




DTE ENERGY COMPANY




By                                                                     

 Title: ] 3






 




			
	2	 	Required if the Assignee is an Eligible Assignee solely
by reason of clause (viii) of the definition of “Eligible Assignee”.
	 
	3	 	To be added only if the consent of the Borrower is
required by the terms of the Credit Agreement.




 









 










EXHIBIT
D - FORM OF CERTIFICATE BY BORROWER




DTE ENERGY COMPANY

THE DETROIT EDISON COMPANY

MICHIGAN CONSOLIDATED GAS COMPANY

OFFICER’S CERTIFICATE




          I, David R. Murphy, Assistant 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 Two-Year Credit Agreement (the “DTE Credit Agreement”), dated as of
April 29, 2009, among DTE, the financial institutions from time to time parties thereto as
“Lenders” and Citibank, N.A. (“Citibank”), as agent for said Lenders, (ii) the Two-Year
Credit Agreement (the “DECO Credit Agreement”), dated as of April 29, 2009, among DECO, the
financial institutions from time to time parties thereto as “Lenders” and Barclays Bank PLC
(“Barclays”), as agent for said Lenders, and (iii) the Two-Year Credit Agreement (the
“MichCon Credit Agreement”, and, together with the DTE Credit Agreement and the DECO Credit
Agreement, the “Credit Agreements”), dated as of April 29, 2009, among MichCon, the
financial institutions from time to time parties thereto as “Lenders” and JPMorgan Chase Bank, N.A.
(“JPMCB”), as agent for said Lenders, that the terms defined in the Credit Agreements are
used herein as therein defined and, further, that:




          1. The Effective Date shall be April 29, 2009.




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




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




          4. As of the date hereof, there are no loans or letters of credit outstanding under the
Terminating Agreements and all fees and amounts owed to the lenders or agents thereunder have been
paid in full (or, in respect of any letters of credit thereunder, such letters of credit have been
assigned or transferred to the 2005 Five-Year Credit Agreement (as defined in the DTE Credit
Agreement) (such that each such letter of credit constitutes a “Facility LC” thereunder)).




 









 








Dated as of the _____ day of                     , 2009.




	 	 	 	 	 
	 	 	DTE ENERGY COMPANY
	 	 	THE DETROIT EDISON COMPANY
	 	 	MICHIGAN CONSOLIDATED GAS COMPANY
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	David R. Murphy
	 

	 	Title:
	 	Assistant Treasurer






 









 






EXHIBIT
E-1 - FORM OF

OPINION OF ASSOCIATE GENERAL COUNSEL TO THE BORROWER




April 29, 2009




To each of the Lenders party to the

Credit Agreement defined below




DTE Energy Company




Ladies and Gentlemen:




          This opinion is furnished to you pursuant to Section 3.01(g)(v) of the Two-Year Credit
Agreement (the “Credit Agreement”), dated as of April 29, 2009, among DTE Energy Company
(the “Borrower”), the financial institutions from time to time parties thereto as “Lenders”
and Citibank, N.A. (the “Agent”), as agent for said Lenders. Terms defined in the Credit
Agreement are used herein as therein defined.




          I am the Associate General Counsel of the Borrower and have acted as counsel for the Borrower
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:





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




     (ii) The other documents furnished by the Borrower pursuant to Article III of the
Credit Agreement.




     (iii) The Restated Articles of Incorporation of the Borrower and all amendments thereto
(the “Charter”).




     (iv) The Bylaws of the Borrower and all amendments thereto (the “Bylaws”).




     (v) A certificate from the State of Michigan attesting to the continued corporate
existence and good standing of the Borrower.


In addition, I have examined the originals or copies certified to my satisfaction, of such other
corporate records of the Borrower, certificates of public officials and of officers of the
Borrower, and agreements, instruments and other documents, as I 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 the
Credit Agreement by the Lenders and the 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. The Borrower 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 the Borrower of the Loan Documents to which it
is party, and the consummation of the transactions contemplated thereby, are within the Borrower’s
corporate powers, have been duly authorized by all necessary corporate action, and do not
contravene (i) the Charter or the Bylaws, (ii) any law, rule or regulation applicable to the
Borrower, or (iii) any contractual restriction binding on or affecting the Borrower.




          3. No consent, 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, recordation, filing or performance by the Borrower of the Loan Documents to
which it is a party.




          4. The Credit Agreement has been, and each of the Notes when delivered will have been, duly
executed and delivered on behalf of the Borrower.




          5. Except as may have been disclosed to you in the SEC Reports, to the best of my knowledge
(after due inquiry) there are no pending or overtly threatened actions or proceedings affecting the
Borrower or any of its Significant 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, or enforceability of any Loan Documents to which the Borrower is a party 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 the 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 the Credit Agreement, 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 Loan Documents would be, under the laws of
the State of Michigan, legal, valid and binding obligations of the Borrower, enforceable against
the Borrower in accordance with their respective terms.




          8. Neither the Borrower nor any of its 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;




 









 








          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,
fraudulent conveyance, reorganization, moratorium or laws affecting
creditors’ rights generally.




     (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.



          I am a member of the Bar of the State of Michigan, and do not express any opinion concerning
any law other than the law of the State of Michigan and the federal laws of the United States of
America.




          This opinion letter is rendered to you in connection with the above-described transaction.
This opinion letter may not be relied upon by you for any other purpose, or relied upon by any
other person or entity without my prior written consent (provided, that this opinion letter may be
furnished to and relied upon by a subsequent assignee of, or participant under, the Credit
Agreement and a Note, if any, solely for the purpose of such assignment or participation, subject
to the assumptions, limitations and qualifications, set forth herein, without any prior written
consent). I undertake no duty to inform you or any assignee or participant of events occurring
subsequent to the date hereof.




Very truly yours,




 









 





EXHIBIT
E-2 - FORM OF

OPINION OF HUNTON & WILLIAMS LLP




April 29, 2009




To each of the Lenders party to the

Credit Agreements defined below




DTE Energy Company

The Detroit Edison Company

Michigan Consolidated Gas Company




Ladies and Gentlemen:




          This opinion is delivered to you pursuant to Section 3.01(g)(v) of each of (i) the Two-Year
Credit Agreement (the “DTE Credit Agreement”), dated as of April 29, 2009, among DTE Energy
Company (“DTE”), the financial institutions from time to time parties thereto as “Lenders”
and Citibank, N.A. (“Citibank”), as agent for said Lenders, (ii) the Two-Year Credit
Agreement (the “DECO Credit Agreement”), dated as of April 29, 2009, among The Detroit
Edison Company (“DECO”), the financial institutions from time to time parties thereto as
“Lenders” and Barclays Bank PLC (“Barclays”), as agent for said Lenders, and (iii) the
Two-Year Credit Agreement (the “MichCon Credit Agreement”, and, together with the DTE
Credit Agreement and the DECO Credit Agreement, the “Credit Agreements”), dated as of April
29, 2009, among Michigan Consolidated Gas Company (“MichCon”), the financial institutions
from time to time parties thereto as “Lenders” and JPMorgan Chase Bank, N.A. (“JPMCB”), as
agent for said Lenders. Terms used herein which are defined in each Credit Agreement shall have
the respective meanings set forth in each Credit Agreement, unless otherwise defined herein.




          We have acted as special counsel to the Borrowers in connection with the preparation,
execution and delivery of the Credit Agreements.




          In connection with this opinion we have examined a copy of each Credit Agreement signed by
each of the parties thereto. We have also examined the originals, or duplicates or certified or
conformed copies, of such records, agreements, instruments and other documents and have made such
other investigations as we have deemed relevant and necessary in connection with the opinions
expressed herein. As to questions of fact material to this opinion, we have relied upon
certificates of public officials and of officers and representatives of the Borrowers. In
addition, we have examined, and have relied as to matters of fact upon, the representations made in
the Credit Agreements.




 









 








          In rendering the opinions set forth below, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us as duplicates or
certified or conformed copies, and the authenticity of the originals of such latter documents. We
have assumed without independent investigation that (a) the Loan Documents have been duly
authorized, executed and delivered by the Borrowers, (b) the Borrowers have been duly incorporated
and are validly existing and in good standing under the laws of their jurisdictions of
incorporation and have the corporate power and authority to execute, deliver and perform their
obligations under the Loan Documents, (c) the execution, delivery and performance of the Loan
Documents by each Borrower party thereto (i) have been duly authorized by all necessary corporate
action on their part, (ii) do not contravene their certificates of incorporation or by-laws or,
except as opined upon in paragraph 2 below, violate, or require any consent not obtained under, any
applicable law or regulation or any order, writ, injunction or decree of any court or other
Governmental Authority binding upon any of them and (iii) do not violate, or require any consent
not obtained under, any contractual obligation applicable to or binding upon any of them, and (d)
the Credit Agreements constitute the valid and legally binding obligation of the applicable Agent
and the applicable Lenders.




          Based upon and subject to the foregoing, and subject to the assumptions, qualifications and
comments set forth herein, we are of the opinion that:




     1. Each of the Credit Agreements is the legal, valid and binding obligation of the Borrower
party thereto, enforceable against such Borrower in accordance with its respective terms. Each of
the respective Notes issued on the date hereof, if any, is the legal, valid and binding obligation
of the issuing Borrower, enforceable against such Borrower in accordance with its terms.



     2. The execution, delivery and performance by each of the Borrowers of the Loan Documents to
which it is a party will not violate any Federal or New York statute or any rule or regulation
issued pursuant to any Federal or New York statute.



          Our opinion in paragraph 1 above is subject to (i) the effect of any applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or laws affecting creditors’ rights
generally, (ii) general equitable principles (regardless of whether enforcement is sought in a
proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.




          We express no opinion with respect to: (a) the effect of any provision of the Loan Documents
that is intended (i) to establish any standard as the measure of the performance by any party
thereto of such party’s obligations of good faith, diligence, fair dealing, reasonableness or care
or (ii) to permit modification thereof only by means of an agreement in writing signed by the
parties thereto; (b) the effect of any provision of the Loan Documents insofar as it provides that
any Person purchasing a participation from a Lender or other Person may exercise set-off or similar
rights with respect to such participation or that any Lender or other Person may exercise set-off
or similar rights other than in accordance with applicable law; (c) the effect of any provision of
the Loan Documents imposing penalties or forfeitures; (d) the effect of any provision of the Loan
Documents relating to indemnification or exculpation in connection with




 









 







violations of any securities laws or relating to indemnification, contribution or exculpation
in connection with willful, reckless or criminal acts or gross negligence of the indemnified or
exculpated Person or the Person receiving contribution; (e) any provision of the Loan Documents
which purports to provide for a waiver by the Borrowers of any immunity, defense or right which may
be available to the Borrowers; and (f) any provision of the Loan Documents which purports to
establish an evidentiary standard for determinations by any Person.




          In connection with the provisions of the Credit Agreements whereby the Borrowers submit to the
jurisdiction of the courts of the United States of America located in the State of New York, we
note the limitations of 28 U.S.C. §§ 1331 and 1332 on subject matter jurisdiction of the Federal
courts. In connection with the provisions of the Credit Agreements that relate to forum selection
(including, without limitation, any waiver of any objection to venue or any objection that a court
is an inconvenient forum), we note that under NYCPLR § 510, a New York State court may have
discretion to transfer the place of trial, and under 28 U.S.C. §1404(a), a United States District
Court has discretion to transfer an action from one Federal court to another.




          We are members of the Bar of the State of New York, and we do not express any opinion
concerning any law other than Federal law and the law of the State of New York.




          This opinion letter is rendered to you in connection with the above-described transactions.
This opinion letter may not be relied upon by you for any other purpose, or relied upon by any
other person or entity without our prior written consent (provided, that this opinion Letter may be
furnished to and relied upon by a subsequent assignee of, or participant under, the Credit
Agreements and a Note, if any, solely for the purpose of such assignment or participation, subject
to the assumptions, limitations and qualifications set forth herein without our prior written
consent). This opinion letter speaks only as of its date, there is no assurance that it will be
correct as of any date after its date, and we undertake no duty to inform you or any assignee or
participant of events occurring subsequent to the date hereof.




Very truly yours,




 









 





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 Two-Year Credit Agreement,
dated as of April 29, 2009 (as amended or modified from time to time, the “Agreement”)
among DTE Energy Company, a Michigan corporation (the “Borrower”), the lenders parties
thereto, and Citibank, N.A., 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:




          1.
I am the duly elected                      of the Borrower;




          2. 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;




          3. 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




          4. Schedule 1 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                     ,___.




	 	 	 	 	 	 	 
	 	 	DTE ENERGY COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	

 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






 









 






SCHEDULE 1 TO COMPLIANCE CERTIFICATE




Compliance as of                     , ___with

Provisions of Section 5.01(h) of

the Agreement




FINANCIAL COVENANT




Ratio of Total Funded Debt to Capitalization (Section 6.01(i)).




	 	 	 	 	 
	(A) Numerator (Total Funded Debt):
	 	 	 	 
	(i) Debt for borrowed money or which has been
incurred in connection with the acquisition of
assets (exclusive of contingent reimbursement
obligations in respect of letters of credit
and bankers’ acceptances):
	 	 	$                    	 
	(ii) Minus: Nonrecourse Debt:
	 	 	-$                    	 
	(iii) Minus: Junior Subordinated Debt:
	 	 	-$                    	 
	(iv) Minus: Mandatorily Convertible
Securities:
	 	 	-$                    	 
	(v) Minus: Hybrid Equity Securities:
	 	 	-$                    	 
	(vi) Minus: For any fiscal quarter other than
the fiscal quarter ending on June 30, Excluded
Short-Term Debt:
	 	 	-$                    	 
	(vii) Plus: Capital lease obligations:
	 	 	+$                    	 
	(viii) Plus: Guaranty Obligations of Funded
Debt of other Persons:
	 	 	+$                    	 
	(ix) Numerator: (A)(i) minus (A)(ii) through
(A)(vi) plus (A)(vii) plus (A)(viii):
	 	 	$                    	 
	 
	 	 	 	 
	(B) Denominator (Capitalization):
	 	 	 	 
	(i) Total Funded Debt: (A)(ix)
	 	 	$                    	 
	(ii) Plus: Consolidated Net Worth:
	 	 	+$                    	 
	(iii) Denominator: (B)(i) plus (B)(ii):
	 	 	$                    	 
	(C) State whether the ratio of (A)(ix) to (B)(iii) was not greater than .65:1:
	 	YES/NO






 









 






EXHIBIT
G - FORM OF

LENDER SUPPLEMENT




LENDER SUPPLEMENT




Dated                      ____, 20___




     Reference is made to that certain Two-Year Credit Agreement, dated as of April 29, 2009 (as
amended or modified from time to time, the “Credit Agreement”) among DTE Energy Company, a
Michigan corporation (the “Borrower”), the lenders parties thereto (the “Lenders”),
and Citibank, N.A., as agent for the Lenders (the “Agent”). Unless otherwise defined
herein, capitalized terms used in this Lender Supplement have the meanings ascribed thereto in the
Credit Agreement.



     Pursuant to Section 2.04(c) of the Credit Agreement, the Borrower has requested an increase in
the aggregate Commitments from $                     to $                    . Such increase in the aggregate
Commitments is to become effective on the date (the “Effective Date”) which is the later of
(i)                    ,
20___ and (ii) the date on which the conditions set forth in Section
2.04(c) in respect of such increase have been satisfied. In connection with such requested
increase in the aggregate Commitments, the Borrower, the Agent and                      (the
“Accepting Bank”) hereby agree as follows:



     1. Effective as of the Effective Date, [the Accepting Bank shall become a party to the
Credit Agreement as a Lender and shall have all of the rights and obligations of a Lender
thereunder and shall thereupon have a Commitment under and for purposes of the Credit Agreement in
an amount equal to the] [the Commitment of the Accepting Bank under the Credit
Agreement shall be increased from $                     to the] amount set forth opposite the
Accepting Bank’s name on the signature page hereof.



     [2. The Accepting Bank hereby (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Lender Supplement
and to consummate the transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are
required to be satisfied by it in order to acquire an interest thereunder and become a Lender,
(iii) from and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of its interest thereunder, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together
with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as
applicable, and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Lender Supplement and to purchase an interest under
the Credit Agreement on the basis of which it has made such analysis and decision independently and
without reliance on the Agent or any other Lender, and (v) attaches any U.S. Internal Revenue
Service forms required under Section 2.13 of the Credit Agreement; and (b) agrees that (i) it will,
independently and without reliance on 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 the Loan Documents, and (ii) it



 









 




will perform in accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender.]4




     [3.] The Borrower hereby represents and warrants that as of the date hereof
and as of the Effective Date, (a) all representations and warranties of the Borrower contained in
Section 4.01 of the Credit Agreement shall be true and correct in all material respects as though
made on such date; provided that, the foregoing representation and warranty, solely with
respect to the representations and warranties set forth in (x) the last sentence of Section 4.01(e)
of the Credit Agreement and (y) Section 4.01(f) of the Credit Agreement, shall be made only as of
the “Effective Date” (as such term is defined in the Credit Agreement); and (b) no event shall have
occurred and then be continuing which constitutes a Default.



     [4.] THIS LENDER SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.



     [5.] This Lender Supplement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which taken together shall constitute one and the
same instrument.



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



	 	 	 	 	 	 	 
	 	 	DTE ENERGY COMPANY, as the Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 
	Consented to and Accepted:	 	 
	 
	 	 	 	 
	CITIBANK, N.A., as Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 






	 	 	 	 	 	 	 
	COMMITMENT	 	ACCEPTING BANK	 	 
	 
	 	 	 	 	 	 
	$	 	[BANK]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 








 




			
	4	 	To be included only in a Lender Supplement for a new
Lender.