exv10w1



 





Exhibit 10.1




AMENDMENT
NO. 7




Dated as of January 17, 2008




               This AMENDMENT among THE DETROIT EDISON COMPANY, a Michigan corporation (the
“"Seller“"), CAFCO, LLC (as successor to Corporate Asset Funding Company, Inc.)
(the “"Investor“"), CITIBANK, N.A. (“"Citibank“"), and CITICORP
NORTH AMERICA, INC., individually and as agent (the “"Agent“") for itself, the
Owner and Citibank.



PRELIMINARY STATEMENTS:




          (a) The Seller, the Investor, Citibank and the Agent have entered into a Trade Receivables
Purchase and Sale Agreement, dated as of February 28, 1989, an Amendment and Restatement thereof,
dated as of October 1, 1991, an Amendment and Restatement thereof dated as of March 9, 2001, and
Amendments thereof dated as of January 17, 2003, as of May 28, 2003, as of February 25, 2004, as of
February 18, 2005, as of January 19, 2006 and as of January 18, 2007 (said Trade Receivables
Purchase and Sale Agreement, as so amended and restated and further amended, being the “Agreement”;
the terms defined therein being used herein as therein defined unless otherwise defined herein).




          (b) The Seller, the Investor, Citibank and the Agent have agreed to amend the Agreement as
hereinafter set forth.




     SECTION 1. Amendment to Agreement. Effective as of the date hereof, the definition of
“Facility Termination Date” in Section 1.01 of the Agreement is amended by replacing the date
“January “17, 2008” therein with the date “January 16, 2009.”



     SECTION 2. Representations and Warranties of the Seller. The Seller represents and
warrants as follows:




     (a) The Seller is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Michigan.




     (b) The execution, delivery and performance by the Seller of this Amendment and the
Agreement, as amended hereby, and the transactions contemplated hereby and thereby are
within the Seller’s corporate powers, have been duly authorized by all necessary corporate
action, do not contravene (i) the Seller’s charter or by-laws or (ii) law or any contractual
restriction binding on or affecting the Seller and, except to the extent contemplated by the
Agreement, do not result in or require the creation of any lien, security interest or other
charge or encumbrance upon or with respect to any of its properties.




     (c) No authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body is required for the due execution, delivery
and performance by the Seller of this Amendment or the Agreement, as amended hereby,
except for the filing from time to time of continuation statements continuing the
effectiveness of the UCC Financing Statements referred to in Article III of the



 









 







Agreement, which continuation statements have been duly filed and are in full force and
effect on the date hereof.




     (d) This Amendment and the Agreement, as amended hereby, constitute the legal, valid
and binding obligations of the Seller enforceable against the Seller in accordance with
their respective terms.



     SECTION 3. Reference to and Effect on the Agreement; Consent of the Agent. (a)  On
and after the date hereof, each reference in the Agreement to “this Agreement”, “hereunder”,
“hereof” or words of like import referring to the Agreement, shall mean and be a reference to the
Agreement as amended hereby.



          (b) Except as specifically amended above, the Agreement is and shall continue to be in full
force and effect and is hereby in all respects ratified and confirmed.




          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the Seller, the Investor, the
Owner, Citibank or the Agent under the Agreement, nor constitute a waiver of any provision of the
Agreement.




     SECTION 4. Costs, Expenses and Taxes. The Seller agrees to pay on demand all costs
and expenses in connection with the preparation, execution, delivery and administration of this
Amendment and the other documents to be delivered in connection therewith, including, without
limitation, the reasonable fees and reasonable out-of-pocket expenses of counsel for the Agent with
respect thereto and with respect to advising the Agent as to its rights and responsibilities
hereunder and thereunder, and all costs and expenses, if any (including, without limitation,
reasonable counsel fees and reasonable expenses), in connection with the enforcement (whether
through negotiations, legal proceedings or otherwise) of this Amendment and the other documents to
be delivered in connection therewith. In addition, the Seller shall pay any and all stamp and
other taxes payable or determined to be payable in connection with the execution and delivery of
this Amendment and the other documents to be delivered in connection therewith, and agrees to
indemnify the Agent, the Investor, the Owner, Citibank, CNAI and their respective Affiliates
against any and all liabilities with respect to or resulting from any delay in paying or omission
to pay such taxes.



     SECTION 5. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement. Delivery of an executed counterpart of a signature page
to this Amendment by telecopier or by electronic mail in portable document format (.pdf) shall be
effective as delivery of a manually executed counterpart of this Amendment.



     SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



 









 





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




	 	 	 	 	 
	 	THE DETROIT EDISON COMPANY

 	 
	 	By:  	/s/ David R. Murphy
 	 
	 	 	Assistant Treasurer 	 
	 	 	 	 
	 
	 	CAFCO, LLC
By Citicorp North America, Inc., as Attorney-in-Fact

 	 
	 	By:  	/s/ Kimberly A. Conyngham
 	 
	 	 	Vice President 	 
	 	 	 	 
	 
	 	CITICORP NORTH AMERICA, INC.,
Individually and as Agent

 	 
	 	By:  	/s/ Kimberly A. Conyngham
 	 
	 	 	Vice President 	 
	 	 	 	 
	 
	 	CITIBANK, N.A.

 	 
	 	By:  	/s/ Kimberly A. Conyngham
 	 
	 	 	Vice President