<PAGE>



                         AMENDED AND RESTATED FIVE-YEAR
                                CREDIT AGREEMENT

                          Dated as of October 15, 2004

                                      Among

                       MICHIGAN CONSOLIDATED GAS COMPANY,

                                   as Borrower

                                       and

                        THE INITIAL LENDERS NAMED HEREIN,

                               as Initial Lenders

                                       and

                                  BANK ONE, NA
                            (MAIN OFFICE - CHICAGO),

                             as Administrative Agent

                                       and

       BARCLAYS BANK PLC,                         CITIGROUP GLOBAL MARKETS INC.,

     as Co-Syndication Agent                         as Co-Syndication Agent
                                       and

            BNP PARIBAS,                                   COMERICA BANK,

     as Co-Documentation Agent                       as Co-Documentation Agent

================================================================================

    J.P. MORGAN SECURITIES INC.,          BARCLAYS CAPITAL, the investment
                                          banking division of Barclays Bank PLC,

                   as Co-Lead Arrangers and Joint Book Runners

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                      Page
<S>                                                                                                                   <C>
ARTICLE I:  DEFINITIONS AND ACCOUNTING TERMS....................................................................        1

         SECTION 1.01. Certain Defined Terms....................................................................        1

         SECTION 1.02. Computation of Time Periods..............................................................       12

         SECTION 1.03. Accounting Terms.........................................................................       12

         SECTION 1.04. Status Under Three-Year Agreement........................................................       12

ARTICLE II:  AMOUNTS AND TERMS OF THE REVOLVING CREDIT ADVANCES.................................................       12

         SECTION 2.01. The Revolving Credit Advances............................................................       13

         SECTION 2.02. Making the Revolving Credit Advances.....................................................       13

         SECTION 2.03. Fees.....................................................................................       14

         SECTION 2.04. Termination or Reduction of the Commitments..............................................       15

         SECTION 2.05. Repayment of Revolving Credit Advances...................................................       15

         SECTION 2.06. Interest on Revolving Credit Advances....................................................       15

         SECTION 2.07. Interest Rate Determination..............................................................       16

         SECTION 2.08. Optional Conversion of Revolving Credit Advances.........................................       17

         SECTION 2.09. Prepayments of Revolving Credit Advances.................................................       17

         SECTION 2.10. Increased Costs..........................................................................       18

         SECTION 2.11. Illegality...............................................................................       18

         SECTION 2.12. Payments and Computations................................................................       19

         SECTION 2.13. Taxes....................................................................................       20

         SECTION 2.14. Sharing of Payments, Etc.................................................................       22

         SECTION 2.15. Use of Proceeds..........................................................................       22

         SECTION 2.16. Reserved.................................................................................       22

         SECTION 2.17. Noteless Agreement; Evidence of Indebtedness.............................................       22
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                                                    <C>
ARTICLE III:  CONDITIONS TO EFFECTIVENESS AND LENDING...........................................................       23

         SECTION 3.01. Conditions Precedent to Effectiveness of this Agreement..................................       23

         SECTION 3.02. Conditions Precedent to Each Borrowing...................................................       24

         SECTION 3.03. Determinations Under Section 3.01........................................................       25

ARTICLE IV:  REPRESENTATIONS AND WARRANTIES.....................................................................       25

         SECTION 4.01. Representations and Warranties of the Borrower...........................................       25

ARTICLE V:  COVENANTS OF THE BORROWER...........................................................................       27

         SECTION 5.01. Affirmative Covenants....................................................................       27

         SECTION 5.02. Negative Covenants.......................................................................       30

ARTICLE VI:  EVENTS OF DEFAULT..................................................................................       31

         SECTION 6.01. Events of Default........................................................................       31

ARTICLE VII:  THE AGENT.........................................................................................       33

         SECTION 7.01. Authorization and Action.................................................................       34

         SECTION 7.02. Agent's Reliance, Etc....................................................................       34

         SECTION 7.03. Bank One and Affiliates..................................................................       34

         SECTION 7.04. Lender Credit Decision...................................................................       35

         SECTION 7.05. Indemnification..........................................................................       35

         SECTION 7.06. Successor Agent..........................................................................       35

         SECTION 7.07. Co-Documentation Agents..................................................................       35

ARTICLE VIII:  MISCELLANEOUS....................................................................................       36

         SECTION 8.01. Amendments, Etc..........................................................................       36

         SECTION 8.02. Notices, Etc.............................................................................       36

         SECTION 8.03. No Waiver; Remedies......................................................................       38

         SECTION 8.04. Costs and Expenses.......................................................................       38

         SECTION 8.05. Right of Set-off.........................................................................       39
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                           <C>
SECTION 8.06. Binding Effect...........................................................................       40

SECTION 8.07. Assignments, Designations and Participations.............................................       40

SECTION 8.08. Confidentiality..........................................................................       44

SECTION 8.09. Governing Law............................................................................       44

SECTION 8.10. Execution in Counterparts; Integration...................................................       44

SECTION 8.11. Jurisdiction, Etc........................................................................       45

SECTION 8.12. Waiver of Jury Trial.....................................................................       45

SECTION 8.13. Consent..................................................................................       45

SECTION 8.14. USA Patriot Act Notification.............................................................       46
</TABLE>

                                       iii

<PAGE>

                            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 General Counsel to the Borrower

Exhibit E-2 -     Form of Opinion of Hunton & Williams LLP

Exhibit F   -     Form of Compliance Certificate

                                       iv

<PAGE>

            This AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT (this
"Agreement") dated as of October 15, 2004 is entered into among MICHIGAN
CONSOLIDATED GAS COMPANY, a Michigan corporation (the "Borrower"), the banks,
financial institutions and other institutional lenders (the "Initial Lenders")
listed on the signature pages hereof, and BANK ONE, NA (Main Office - Chicago),
as Administrative Agent (the "Agent") and BARCLAYS BANK PLC, as Co-Syndication
Agent, and CITIGROUP GLOBAL MARKETS INC., as Co-Syndication Agent for the
Lenders (as hereinafter defined) to amend and restate the Existing Credit
Agreement (as hereinafter defined), and from and after the date hereof, the
Existing Credit Agreement is hereby amended and restated in its entirety.

                             PRELIMINARY STATEMENTS

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

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

                                   ARTICLE I:
                        DEFINITIONS AND ACCOUNTING TERMS

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

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

            "Agent's Account" means the account of the Agent maintained by the
      Agent at Bank One with its office at One Bank One Plaza, Mail-Code IL
      1-0010, Chicago, IL 60670, Account No. 4811-5286-0000, Attention: Ronald
      J. Cromey.

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

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

            "Applicable Margin" means, as of any date, (i) with respect to all
      Base Rate Advances, 0.0% per annum, and (ii) with respect to all
      Eurodollar Rate Advances, the

                                        1
<PAGE>

      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.

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

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

            "Audited Statements" means the Consolidated balance sheets of the
      Borrower as at December 31, 2003, and the related Consolidated statements
      of income and cash flows of the Borrower for the fiscal year then ended,
      accompanied by the opinion thereon of the Borrower's independent public
      accountants.

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

            (a) a rate per annum equal to the prime rate of interest announced
from time to time by Bank One or its parent (which is not necessarily the lowest
rate charged to any customer), changing when and as said prime rate changes;

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

                                       2
<PAGE>

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

            "Bank One" means Bank One, NA (Main Office - Chicago) and its
      successors.

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

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

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

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

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

            "Commitment" has the meaning specified in Section 2.01.

            "Confidential Information" means information that the Borrower
      furnishes to the Agent or any Lender 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,
      additional paid-in capital and retained earnings) 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.

            "Debt" of any Person means, without duplication, (a) all
      indebtedness of such Person for borrowed money, (b) all obligations of
      such Person for the deferred purchase price of property or services (other
      than trade payables not overdue by more than 60 days incurred in the
      ordinary course of such Person's business), (c) all obligations of such
      Person evidenced by notes, bonds, debentures or other similar instruments,
      (d) all obligations of such Person created or arising under any
      conditional sale or other title retention agreement with respect to
      property acquired by such Person (even though the rights and remedies of
      the seller or lender under such agreement in the event of default are
      limited to repossession or sale of such property), (e) all obligations of
      such Person as lessee under leases that have been or should be, in
      accordance with GAAP, recorded as

                                       3
<PAGE>

      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, 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 DTE Energy.

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

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

            "Disclosed Litigation" has the meaning specified in Section 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.

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

            "EBITDA" means, for any period, net income (or net loss) plus the
      sum of (a) interest expense, (b) income tax expense, (c) depreciation
      expense and (d) amortization expense, in each case determined in
      accordance with GAAP for such period.

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

            "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
      Lender; (iii) a commercial bank organized under the laws of the United
      States, or any State thereof, and having a combined capital and surplus of
      at least $250,000,000; (iv) a savings and loan association or savings bank
      organized under the laws of the United States, or any State thereof, and
      having a combined capital and surplus of at least $250,000,000; (v) a

                                       4
<PAGE>

      commercial bank organized under the laws of any other country that is a
      member of the Organization for Economic Cooperation and Development or has
      concluded special lending arrangements with the International Monetary
      Fund associated with its General Arrangements to Borrow, or a political
      subdivision of any such country, and having a combined capital and surplus
      of at least $250,000,000, so long as such bank is acting through a branch
      or agency located in the United States; (vi) the central bank of any
      country that is a member of the Organization for Economic Cooperation and
      Development; (vii) a finance company, insurance company or other financial
      institution or fund (whether a corporation, partnership, trust or other
      entity) that is engaged in making, purchasing or otherwise investing in
      commercial loans in the ordinary course of its business and having a
      combined capital and surplus of at least $250,000,000; and (viii) any
      other Person approved by the Agent and, so long as no Event of Default
      shall be continuing, the Borrower, such approval not to be unreasonably
      withheld or delayed by either party; provided, however, that neither the
      Borrower nor an Affiliate of the Borrower shall qualify as an Eligible
      Assignee.

            "Enterprises" means DTE Enterprises, Inc., a Michigan corporation
      wholly owned by DTE Energy.

            "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.

                                       5
<PAGE>

            "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 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 Page 3750 of the Dow Jones Market Service ("Service") (or on
      any successor or substitute page of such Service, or any successor to or
      substitute for such Service, providing rate quotations comparable to those
      currently provided on such page of such 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.

                                       6
<PAGE>

      (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.

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

            "Existing Credit Agreement" means that certain 364-Day Credit
      Agreement, dated as of October 24, 2003, among the Borrower, the lenders
      parties thereto, Bank One, NA, as administrative agent, and Barclays Bank
      PLC and Citigroup Global Markets Inc., as co-syndication agents, as the
      same has been 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.

                                       7
<PAGE>

            "GAAP" has the meaning specified in Section 1.03.

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

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

            "Identified Reports on Form 8-K" means those certain reports of the
      Borrower on Form 8-K filed or furnished with the Securities and Exchange
      Commission on July 28, July 29, July 30, September 23, and September 27,
      2004.

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

            "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 10:00 A.M. (Chicago time) on
      the third Business Day prior to the first day of such Interest Period,
      select; provided, however, that:

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

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

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

                  (iv) whenever the first day of any Interest Period occurs on a
            day of an initial calendar month for which there is no numerically
            corresponding day in the calendar month that succeeds such initial
            calendar month by the number of

                                       8
<PAGE>

            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, (b) the related preferred securities,
      if applicable, of Subsidiaries of the Borrower and (c) the related
      subordinated guarantees, if applicable, of the Borrower, in each case,
      from time to time outstanding.

            "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 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.

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

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

            "Maximum Facility Amount" means $243,750,000.

            "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.

                                       9
<PAGE>

            "Nonrecourse Debt" means Debt of the Borrower or any of its
      Subsidiaries in respect of which no recourse may be had by the creditors
      under such Debt against the Borrower or such Subsidiary in its individual
      capacity or against the assets of the Borrower or such Subsidiary, other
      than assets which were purchased by the Borrower or such Subsidiary with
      the proceeds of such Debt.

            "Note" has the meaning specified in Section 2.17.

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

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

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

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

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

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

            "Receivables Purchase Documents" means those documents entered into
      in connection with any series of receivables purchase or sale agreements
      generally consistent with terms contained in comparable structured finance
      transactions pursuant to which the Borrower or any of its Subsidiaries, in
      their respective capacities as sellers or transferors of any receivables,
      sell or transfer to SPCs all of their respective rights, title and
      interest in and to certain receivables for further sale or transfer to
      other purchasers of or investors in such assets (and the other documents,
      instruments and agreements executed in connection therewith), as any such
      agreements may be amended, restated, supplemented or otherwise modified
      from time to time, or any replacement or substitution therefor

            "Receivables Purchase Facility" means any securitization facility
      made available to the Borrower or any of its Subsidiaries, pursuant to
      which receivables of the Borrower or any of its Subsidiaries are
      transferred to one or more SPCs, and thereafter to certain investors,
      pursuant to the terms and conditions of the Receivables Purchase Documents

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

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

                                       10
<PAGE>

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

            "Revolver Termination Date" means the earlier of (a) October 15,
      2009 and (b) the date of termination in whole of the Commitments pursuant
      to Section 2.04 or 6.01.

            "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 Annual Report on Form 10-K for the year
            ended December 31, 2003, as filed with or sent to the Securities and
            Exchange Commission, including therein the Audited Statements of the
            Borrower; and

                  (ii) the Borrower's Quarterly Report on Form 10-Q for the
            quarter ended June 30, 2004, including therein the Unaudited
            Statements of the Borrower, and the Borrower's Identified Reports on
            Form 8-K.

            "Service" has the meaning specified in the definition of "Eurodollar
      Rate".

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

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

            "Significant Subsidiary" means any Subsidiary of the Borrower (A)
      the total assets (after intercompany eliminations) of which exceed 30% of
      the total assets of the Borrower and its Subsidiaries or (B) the net worth
      of which exceeds 30% of the Consolidated Net Worth, 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.

                                       11
<PAGE>

            "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.

            "Three-Year Agreement" means that certain Three-Year Credit
      Agreement dated as of October 24, 2003, by and among the Borrower, the
      lenders party thereto and the Agents, as the same may be amended,
      restated, supplemented or otherwise modified from time to time.

            "Unaudited Statements" means the unaudited condensed Consolidated
      balance sheets of the Borrower, as at June 30, 2004, and the related
      condensed Consolidated statements of income and cash flows of the Borrower
      for the six-month period then ended.

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

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

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

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

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

      SECTION 1.04. Status Under Three-Year Agreement. This Agreement shall
constitute an amendment and restatement of the "364-Day Agreement" (as defined
in the Three-Year Agreement) for purposes of the Three-Year Agreement.

                                   ARTICLE II:
               AMOUNTS AND TERMS OF THE REVOLVING CREDIT ADVANCES

                                       12
<PAGE>

      SECTION 2.01. The Revolving Credit Advances. Each Lender severally agrees,
on the terms and conditions hereinafter set forth, to make Revolving Credit
Advances to the Borrower from time to time on any Business Day during the period
from the Effective Date until the Revolver Termination Date in an aggregate
amount not to exceed at any time outstanding the amount set forth opposite such
Lender's name on Schedule 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 reduced pursuant
to Section 2.04 (such Lender's "Commitment"). Each Borrowing shall be in an
aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess
thereof and shall consist of Revolving Credit Advances of the same Type made on
the same day by the Lenders ratably according to their respective Commitments.
Within the limits of each Lender's Commitment, the Borrower may borrow under
this Section 2.01, prepay pursuant to Section 2.09 and reborrow under this
Section 2.01.

      SECTION 2.02. Making the Revolving Credit Advances. (a) Each Borrowing
shall be made on notice, given not later than 10:00 A.M. (Chicago time) on the
third Business Day prior to the date of the proposed Borrowing in the case of a
Borrowing consisting of Eurodollar Rate Advances, or 9:00 A.M. (Chicago 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 11:00 A.M. (Chicago 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 and (ii) at no time shall the sum
of (x) all Borrowings comprising Eurodollar Rate Advances outstanding hereunder
and (y) all "Borrowings" comprising "Eurodollar Rate Advances" outstanding
under, and as such terms are defined in, the Three-Year Agreement, 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

                                       13
<PAGE>

acquired by such Lender to fund the Revolving Credit Advance to be made by such
Lender as part of such Borrowing when such Revolving Credit Advance, as a result
of such failure, is not made on such date.

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

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

      SECTION 2.03. Fees.

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

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

            (c) Utilization Fee. If the aggregate outstanding amount of (i) all
Revolving Credit Advances hereunder and (ii) all "Revolving Credit Advances"
under (and as defined in) the Three-Year Agreement exceeds thirty-three percent
(33%) of the aggregate amount of (x) all Commitments hereunder and (y) all
"Commitments" under (and as defined in) the Three-Year Agreement then in effect
on such date (or, if any of the Commitments or "Commitments" have been
terminated, the aggregate amount of all Commitments and "Commitments" in effect
immediately prior to such termination), the Borrower will pay to the Agent for
the ratable benefit of the Lenders a utilization fee (the "Utilization Fee") at
a per annum rate equal to the Applicable

                                       14
<PAGE>

Utilization Fee Rate in effect from time to time payable on the aggregate
outstanding amount of all Revolving Credit Advances on such date, payable in
arrears quarterly on the last day of each March, June, September and December,
and on the Revolver Termination Date.

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

            (b) The Borrower shall have the right, upon at least three Business
Days' notice to the Agent, to terminate in whole or reduce ratably in part the
unused portions of the respective Commitments of the Lenders, provided that each
partial reduction shall be in the aggregate amount of $5,000,000 or an integral
multiple of $1,000,000 in excess thereof. Once terminated, a Commitment or
portion thereof may not be reinstated.

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

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

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

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

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

                                       15
<PAGE>

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:

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

                                       16
<PAGE>

                  (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
10:00 A.M. (Chicago 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,
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 10:00 A.M. (Chicago time), (i) on the same day for Base Rate
Advances and (ii) on the second Business Day prior to the prepayment in the case
of Eurodollar Rate Advances stating the proposed date and aggregate principal
amount of the prepayment (and if such notice is given the Borrower shall) prepay
the outstanding principal amount of the Revolving Credit Advances comprising
part of the same Borrowing in whole or ratably in part, together with accrued
interest to the date of such prepayment on the principal amount prepaid;
provided, however, that (x) each partial prepayment shall be in an aggregate
principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess
thereof and (y) in the event of any such prepayment of a Eurodollar Rate
Advance, the Borrower shall be obligated to reimburse the Lenders in respect
thereof pursuant to Section 8.04(c).

            (b) Mandatory Prepayment. The Borrower shall, upon five Business
Days notice from the Agent given at the request or with the consent of the
Required Lenders, prepay the aggregate principal amount outstanding plus all
interest thereon and all other amounts payable hereunder or under the Notes, in
the event that any Person or two or more Persons acting in concert (other than
DTE Energy or any of its Subsidiaries) shall have acquired beneficial ownership
(within the meaning of Rule 13d-3 of the Securities and Exchange Commission
under

                                       17
<PAGE>

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.

      SECTION 2.11. Illegality. Notwithstanding any other provision of this
Agreement, if any Lender shall notify the Agent that the introduction of or any
change in or in the interpretation of any law or regulation makes it unlawful,
or any central bank or other governmental authority asserts that it is unlawful,
for any Lender or its Eurodollar Lending Office to perform its obligations
hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar
Rate Advances hereunder, (i) each Eurodollar Rate Advance will

                                       18
<PAGE>

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.

      SECTION 2.12. Payments and Computations. (a) The Borrower shall make each
payment hereunder and under the Notes not later than 10:00 A.M. (Chicago 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, Facility Fees or
the Utilization Fee ratably (other than amounts payable pursuant to Section
2.10, 2.13 or 8.04(c)) to the Lenders for the account of their respective
Applicable Lending Offices, and like funds relating to the payment of any other
amount payable to any Lender to such Lender for the account of its Applicable
Lending Office, in each case to be applied in accordance with the terms of this
Agreement. Upon its acceptance of an Assignment and Acceptance and recording of
the information contained therein in the Register pursuant to Section 8.07(c),
from and after the effective date specified in such Assignment and Acceptance,
the Agent shall make all payments hereunder and under the Notes in respect of
the interest assigned thereby to the Lender assignee thereunder, and the parties
to such Assignment and Acceptance shall make all appropriate adjustments in such
payments for periods prior to such effective date directly between themselves.

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

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

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

            (e) Unless the Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the Lenders hereunder that the
Borrower will not make such

                                       19
<PAGE>

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 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

                                       20
<PAGE>

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 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

                                       21
<PAGE>

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.

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

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

      SECTION 2.16. Reserved.

      SECTION 2.17. Noteless Agreement; Evidence of Indebtedness.

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

            (b) The Agent shall also maintain accounts in which it will record
(i) the date and the amount of each Revolving Credit Advance made hereunder and
the Interest Period, if any, applicable thereto, (ii) the amount of any
principal or interest due and payable or to become

                                       22
<PAGE>

due and payable from the Borrower to each Lender hereunder, (iii) the effective
date and amount of each Assignment and Acceptance delivered to and accepted by
it and the parties thereto pursuant to Section 8.07, (iv) the amount of any sum
received by the Agent hereunder from the Borrower and each Lender's share
thereof, and (v) all other appropriate debits and credits as provided in this
Agreement, including, without limitation, all fees, charges, expenses and
interest.

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

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

                                  ARTICLE III:
                     CONDITIONS TO EFFECTIVENESS AND LENDING

      SECTION 3.01. Conditions Precedent to Effectiveness of 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 no Material Adverse Change since June
30, 2004, except as shall have been disclosed or contemplated in the SEC
Reports.

            (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.

                                       23
<PAGE>

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

            (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
signed by a duly authorized officer of the Borrower, dated the Effective Date,
stating that:

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

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

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

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

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

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

                  (iv) Copies of the Identified Reports on Form 8-K.

                  (v) Favorable opinion letters of T. A. Hughes, the 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 and as to such other matters as any Lender
            through the Agent may reasonably request.

                  (vi) Evidence satisfactory to the Agent that all loans
            outstanding and other fees and amounts owed to the lenders or agents
            under the Existing Credit Agreement have been paid in full.

      SECTION 3.02. Conditions Precedent to Each Borrowing. The obligation of
each Lender to make a Revolving Credit Advance on the occasion of each Borrowing
shall be subject to the conditions precedent that the Effective Date shall have
occurred and on the date of such

                                       24
<PAGE>

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 the last sentence of Section
            4.01(e) in connection with any Borrowing made to pay maturing
            commercial paper issued under Borrower's commercial paper program,
            and

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

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

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

                                  ARTICLE IV:
                         REPRESENTATIONS AND WARRANTIES

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

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

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

            (c) No 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.

                                       25
<PAGE>

      (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.

      (e) The Audited Statements of the Borrower and the Unaudited Statements of
the Borrower, copies of each of which have been furnished to each Lender, fairly
present, subject in the case of Unaudited Statements to normal year-end audit
adjustments, the Consolidated financial condition, results of operations and
cash flows of the relevant Persons and entities, as at the dates and for the
periods therein indicated, all in accordance with generally accepted accounting
principles consistently applied. Since June 30, 2004, 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.

                                       26
<PAGE>

      (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 retirement benefit obligations" within
the meaning of Statement of Financial Accounting Standards No. 106.

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

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

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

                                   ARTICLE V:
                           COVENANTS OF THE BORROWER

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

            (a) Compliance with Laws, Etc. Comply, and cause each of its
Subsidiaries to comply 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.

                                       27
<PAGE>

            (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.

            (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

                                       28
<PAGE>

                  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 on Form 10-K for such year for the Borrower and its
            Consolidated Subsidiaries, as filed with or sent to the Securities
            and Exchange Commission, containing the Consolidated balance sheet
            of the Borrower and its Consolidated Subsidiaries as of the end of
            such fiscal year and Consolidated statements of income and cash
            flows of the Borrower and its Subsidiaries for such fiscal year, in
            each case accompanied by an opinion by Deloitte & Touche LLP or
            other independent public accountants acceptable to the Required
            Lenders;

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

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

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

                  (vi) 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;

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

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

      Information required to be delivered pursuant to clauses (i), (ii) or (vi)
above shall be deemed to have been delivered on the date on which the Borrower
has posted such information 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 alerting subscribers by email of new Securities and
Exchange Commission filings at
http://www.corporate-ir.net/ireye/ir_site.zhtml?ticker=DTE&script=1900, or at
www.sec.gov or at another website identified in a notice to the Lenders and
accessible by the Lenders without charge.

                                       29
<PAGE>

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

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

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

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

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

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

                  (v) Liens described in the SEC Reports;

                  (vi) Liens pursuant to the Borrower's Indenture of Mortgage
            and Deed of Trust, dated as of March 1, 1944, as restated as of July
            15, 1989, as supplemented, as described therein;

                  (vii) Liens pursuant to the Borrower's Senior Indenture, dated
            as of June 1, 1998, as supplemented, as described therein, in
            connection with the issuance of debt securities secured by mortgage
            bonds; and

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

                                       30
<PAGE>

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

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

            (d) Accounting Changes. Make or permit 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 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

                                       31
<PAGE>

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

            (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 $25,000,000 shall be rendered against the
Borrower or any of its Significant Subsidiaries and either (i) enforcement
proceedings shall have been commenced by any creditor upon such judgment or
order or (ii) there shall be any period of 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) Any non-monetary judgment or order shall be rendered against the
Borrower or any of its Significant Subsidiaries that could be reasonably
expected to have a Material Adverse Effect, and there shall be any period of 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

            (h) (i) any Person or "group" (within the meaning of Section 13(d)
or 14(d) of the Securities Exchange Act of 1934, as amended) shall either (A)
acquire beneficial ownership of more than 25% of any outstanding class of common
stock of DTE Energy having ordinary voting power in the election of directors of
DTE Energy, or (B) obtain the power (whether or not

                                       32
<PAGE>

exercised) to elect a majority of DTE Energy's directors, or (ii) DTE Energy
shall at any time cease to hold 100% of the Voting Stock of the Borrower; or

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

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

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

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

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

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

                                  ARTICLE VII:
                                   THE AGENT

                                       33
<PAGE>

      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. Bank One and Affiliates. With respect to its Commitment, the
Revolving Credit Advances made by it and any Note issued to it, Bank One 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 Bank One in its
individual capacity. Bank One and its Affiliates may accept deposits from, lend
money to, act as trustee under indentures of, accept investment banking
engagements from and generally engage in any kind of business with, the
Borrower, any of its Subsidiaries and any Person who may do business with or own
securities of the Borrower or any such Subsidiary, all as if Bank One were not
the Agent and without any duty to account therefor to the Lenders.

                                       34
<PAGE>

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

      SECTION 7.05. Indemnification. The Lenders agree to indemnify the Agent
(to the extent not reimbursed by the Borrower), ratably according to the
respective principal amounts of their respective Revolving Credit Advances (or
if no Revolving Credit Advances are at the time outstanding or if any Revolving
Credit Advances are owing to Persons that are not Lenders, ratably according to
the respective amounts of their Commitments), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever that may be
imposed on, incurred by, or asserted against the Agent in any way relating to or
arising out of any Loan Document or any action taken or omitted by the Agent
under any Loan Document, provided that no Lender shall be liable for any portion
of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the Agent's
gross negligence or willful misconduct. Without limitation of the foregoing,
each Lender agrees to reimburse the Agent promptly upon demand for its ratable
share of any out-of-pocket expenses (including counsel fees) incurred by the
Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, any Loan Document, to the extent that the Agent is not
reimbursed for such expenses by the Borrower.

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

      SECTION 7.07. Co-Documentation Agents. None of the Lenders identified in
this Agreement as a Co-Documentation Agent shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Lenders as such.

                                       35
<PAGE>

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 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 any action hereunder or (f) 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.

      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 2000 2nd Avenue,
Detroit, MI 48226, Attention: Treasurer; if to any Initial Lender, at its
Domestic Lending Office specified opposite its name on Schedule I hereto; if to
any other Lender, at its Domestic Lending Office specified in the Assignment and
Acceptance pursuant to which it became a Lender; and if to the Agent, at its
address at One Bank One Plaza, Mail Code IL1-0874, Chicago, IL 60670, Attention:
Lisa Saenz with a copy to One Bank One Plaza, Mail-Code IL 1-0010, Chicago, IL
60670, Attention: Ronald J. Cromey; or, as to the Borrower or the Agent, at such
other address as shall be designated by such party in a written notice to the
other parties and, as to each other party, at such other address as shall be
designated by such party in a written notice to the Borrower and the Agent. All
such notices and communications shall, when mailed 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 such Person is obligated

                                       36
<PAGE>

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 such 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 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 such
            Person under 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 such Person 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.

                  (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.

                                       37
<PAGE>

                  (iv) The Borrower acknowledges and agrees 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.
            THE BORROWER FURTHER ACKNOWLEDGES AND AGREES AS FOLLOWS: (A) THE
            PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE"; (B) BANK ONE DOES
            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; AND (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 BANK ONE IN
            CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM.

                  (v) This clause (b) shall terminate on the date that neither
            Bank One or 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 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

                                       38
<PAGE>

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. 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 transactions contemplated herein or therein or the actual or proposed use
of the proceeds of the Revolving Credit Advances.

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

            (d) Without prejudice to the survival of any 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 Borrower after any such set-off and application, provided that the
failure

                                       39
<PAGE>

to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender and its Affiliates under this Section are
in addition to other rights and remedies (including, without limitation, other
rights of set-off) that such Lender and its Affiliates may have.

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

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

                                       40
<PAGE>

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

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

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

                                       41
<PAGE>

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

                                       42
<PAGE>

            (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.

            (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

                                       43
<PAGE>

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.

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

      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.

                                       44
<PAGE>

      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 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. Consent.

            (a) The Borrower has requested that, notwithstanding anything to the
contrary in the Existing Credit Agreement, the Agent and the requisite number of
Lenders (as defined in the Existing Credit Agreement) under Section 8.01 of the
Existing Credit Agreement permit the Borrower and certain of the Lenders (as
defined in the Existing Credit Agreement) to amend and restate the Existing
Credit Agreement as this Agreement; provided that concurrently with the
effectiveness of this Agreement each Lender (as defined in the Existing Credit
Agreement) that is not party to this Agreement (each an "Exiting Lender") shall
be released from all of its respective rights (other than contingent indemnity
rights) and obligations under the Existing Credit Agreement as of the Effective
Date (which rights and obligations shall, without any representation or warranty
from any Exiting Lender and without recourse to any Exiting Lender, thereafter
be re-evidenced by the rights and obligations of the Lenders party to this
Agreement) and each Exiting Lender shall have received an amount equal to its
respective Loans outstanding under the Existing Credit Agreement from the
Lenders party to this Agreement. Subject to the provisions of the preceding
sentence, the Agent and the requisite number of Lenders (as defined in the
Existing Credit Agreement) under Section 8.01 of the Existing Credit Agreement
hereby consent to the amendment and restatement of the Existing Credit Agreement
as this Agreement.

            (b) The Borrower, the Lenders (as defined in the Three-Year Credit
Agreement) and the Agent agree that, upon (i) the execution and delivery of this
Agreement by

                                       45
<PAGE>

each of the parties hereto and (ii) the satisfaction (or waiver by the
aforementioned parties) of the conditions precedent set forth in Section 3.01,
the unused portions of the respective Commitments of the Lenders (as such terms
are defined in the Three-Year Credit Agreement) under the Three-Year Credit
Agreement shall be and hereby are terminated ratably in part in the aggregate
amount of $81,250,000.00 and to the extent any such termination of the
Commitments of the Lenders (as such terms are defined in the Three-Year Credit
Agreement) shall require that prior written notice be received within a
specified period of days prior to such termination pursuant to the terms of
Section 2.04 of the Three-Year Credit Agreement, any such requirement is hereby
waived.

      SECTION 8.14. 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.

                     REMAINDER OF PAGE INTENTIONALLY BLANK

                                       46
<PAGE>

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

                                     MICHIGAN CONSOLIDATED GAS
                                     COMPANY

                                     By /s/ David R. Murphy
                                        ---------------------------------
                                        Name: David R. Murphy
                                        Title: Assistant Treasurer

                                     Borrower's FEIN: 38-0478040

SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY FIVE-YEAR CREDIT AGREEMENT

<PAGE>

                                     Lenders

                                     BANK ONE, NA (MAIN OFFICE - CHICAGO),
                                     Individually and as Administrative Agent

                                     By /s/ Jane Bek Keil
                                        -------------------------------------
                                     Name: Jane Bek Keil
                                     Title: Director

                                     BARCLAYS BANK plc, as Co-Syndication Agent
                                     and as a Lender

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

                                     CITIGROUP GLOBAL MARKETS INC., as Co-
                                     Syndication Agent

                                     By /s/ Anita J. Brickell
                                        -----------------------------------
                                     Name: Anita J. Brickell
                                     Title: Managing Director

                                     CITIBANK, N.A., as a Lender

                                     By /s/ Anita J. Brickell
                                        -----------------------------------
                                     Name: Anita J. Brickell
                                     Title: Vice President

SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY FIVE-YEAR CREDIT AGREEMENT

<PAGE>

                                     BNP PARIBAS, as Co-Documentation Agent
                                     and as a Lender

                                     By /s/ Francis DeLaney
                                        -----------------------------------
                                     Name: Francis DeLaney
                                     Title: Managing Director

                                     By /s/ Mark Renaud
                                        -----------------------------------
                                     Name: Mark Renaud
                                     Title: Managing Director

SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY FIVE-YEAR CREDIT AGREEMENT

<PAGE>

                                     COMERICA BANK, as Co-Documentation Agent
                                     and as a Lender

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

SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY FIVE-YEAR CREDIT AGREEMENT

<PAGE>

                                     KEYBANK NATIONAL ASSOCIATION, as a
                                     Lender

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

SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY FIVE-YEAR CREDIT AGREEMENT

<PAGE>

                                     THE BANK OF NOVA SCOTIA, as a Lender

                                     By  /s/ Timothy Finneran
                                         ----------------------------------
                                     Name: Timothy Finneran
                                     Title: Managing Director

SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY FIVE-YEAR CREDIT AGREEMENT

<PAGE>

                                     THE BANK OF NEW YORK, as a Lender

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

SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY FIVE-YEAR CREDIT AGREEMENT

<PAGE>

                                     UBS LOAN FINANCE LLC, as a Lender

                                     By /s/ Wilfred V. Saint
                                        -----------------------------------
                                     Name: Wilfred V. Saint
                                     Title: Director

                                     By /s/ Thomas R. Salzano
                                        -----------------------------------
                                     Name: Thomas R. Salzano
                                     Title: Executive Director

SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY FIVE-YEAR CREDIT AGREEMENT

<PAGE>

                                     FIFTH THIRD BANK, EASTERN MICHIGAN, as a
                                     Lender

                                     By /s/ Andrew Helmuth
                                        ---------------------------
                                     Name: Andrew Helmuth
                                     Title: Director

SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY FIVE-YEAR CREDIT AGREEMENT

<PAGE>

                                     SUMITOMO MITSUI BANKING CORPORATION,
                                     as a Lender

                                     By /s/ William M. Ginn
                                        -----------------------------------
                                     Name: William M. Ginn
                                     Title: General Manager

SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY FIVE-YEAR CREDIT AGREEMENT

<PAGE>

                                     THE ROYAL BANK OF SCOTLAND plc, as a
                                     Lender

                                     By /s/ Grant Matthews
                                        -----------------------------------
                                     Name: Grant Matthews
                                     Title: Senior Vice President

SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY FIVE-YEAR CREDIT AGREEMENT

<PAGE>

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

                                     By /s/ Dennis G. Blank
                                        -----------------------------------
                                     Name: Dennis G. Blank
                                     Title: Vice President

SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY FIVE-YEAR CREDIT AGREEMENT

<PAGE>

                                     COMMERZBANK AG, NEW YORK AND GRAND CAYMAN
                                     BRANCHES, as a Lender

                                     By /s/ Timothy Chin
                                        -----------------------------------
                                     Name: Timothy Chin
                                     Title: Vice President

                                     By  /s/ Andrew Kjoller
                                        -----------------------------------
                                     Name: Andrew Kjoller
                                     Title: Vice President

SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY FIVE-YEAR CREDIT AGREEMENT

<PAGE>

                                     CREDIT SUISSE FIRST BOSTON, ACTING
                                     THROUGH ITS CAYMAN ISLANDS BRANCH,
                                     as a Lender

                                     By /s/ Sarah Wu
                                        -----------------------------------
                                     Name: Sarah Wu
                                     Title: Vice President

                                     By /s/ Denise Alvarez
                                        -----------------------------------
                                     Name: Denise Alvarez
                                     Title: Associate

SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY FIVE-YEAR CREDIT AGREEMENT

<PAGE>

                                  DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender

                                  By /s/ Joel Makowsky
                                     -----------------------------------
                                  Name: Joel Makowsky
                                  Title: Director

                                  By /s/ Richard Henshall
                                     -----------------------------------
                                  Name: Richard Henshall
                                  Title: Director

SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY FIVE-YEAR CREDIT AGREEMENT

<PAGE>

                                     BANK HAPOALIM B.M., as a Lender

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

                                     By /s/ Lenroy Hackett
                                        -----------------------------------
                                     Name:  Lenroy Hackett
                                     Title: First Vice President

SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY FIVE-YEAR CREDIT AGREEMENT

<PAGE>

                                     WILLIAM STREET COMMITMENT CORPORATION,
                                     as a Lender
                                     (Recourse only to assets of William Street
                                     Commitment Corporation)

                                     By /s/ Jennifer M. Hill
                                        -----------------------------------
                                     Name: Jennifer M. Hill
                                     Title: Chief Financial Officer

SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY FIVE-YEAR CREDIT AGREEMENT

<PAGE>

                                     LEHMAN COMMERCIAL PAPER INC., as a
                                     Lender

                                     By /s/ Janine M. Shugan
                                        -----------------------------------
                                     Name: Janine M. Shugan
                                     Title: Authorized Signatory

SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY FIVE-YEAR CREDIT AGREEMENT

<PAGE>

                                     MELLON BANK, N.A., as a Lender

                                     By  /s/ Mark W. Rogers
                                        -----------------------------------
                                     Name: Mark W. Rogers
                                     Title: Vice President

SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY FIVE-YEAR CREDIT AGREEMENT

<PAGE>

                                     MORGAN STANLEY BANK, as a Lender

                                     By /s/ Daniel Twenge
                                        -----------------------------------
                                     Name: Daniel Twenge
                                     Title: Vice President

SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY FIVE-YEAR CREDIT AGREEMENT

<PAGE>

                                     UFJ BANK LIMITED, as a Lender

                                     By /s/ Stephen C. Small
                                        -----------------------------------
                                     Name: Stephen C. Small
                                     Title: Senior Vice President

SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY FIVE-YEAR CREDIT AGREEMENT

<PAGE>

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

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

SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY FIVE-YEAR CREDIT AGREEMENT

<PAGE>
                                     THE NORTHERN TRUST COMPANY, as a Lender

                                     By /s/ Ashish S. Bhagwat
                                        -----------------------------------
                                     Name: Ashish S. Bhagwat
                                     Title: Vice President

SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY FIVE-YEAR CREDIT AGREEMENT

<PAGE>

                                   SCHEDULE I

                                               MICHIGAN CONSOLIDATED GAS COMPANY
                                                      APPLICABLE LENDING OFFICES

<TABLE>
<CAPTION>
    NAME OF INITIAL LENDER          DOMESTIC LENDING OFFICE        EURODOLLAR LENDING OFFICE         COMMITMENT
    ----------------------          -----------------------        -------------------------         ----------
<S>                             <C>                              <C>                             <C>
Bank One, NA                    One Bank One Plaza               Same as Domestic Lending        $ 15,250,000.00
                                Mail-Code IL 1-0010              Office
                                Chicago, IL 60670
                                Attention: Ronald J. Cromey
                                Telecopier: (312) 385-7096

Barclays Bank PLC               200 Park Avenue                  Same as Domestic Lending        $ 15,250,000.00
                                New York, NY 10166               Office
                                Attention: Sydney Dennis/
                                David Barton
                                Telecopier: (212) 412-7680

Citibank, N.A.                  Two Penns Way, Suite 200         Same as Domestic Lending        $ 15,250,000.00
                                New Castle, Delaware 19720       Office
                                Attention: Lisa Rodriquez
                                Telecopier: (212) 994-0961

BNP Paribas                     787 Seventh Avenue               Same as Domestic Lending        $ 12,500,000.00
                                New York, NY 10019               Office
                                Attention: Landsworth Tulloch
                                Telecopier: (212) 471-6697

Comerica Bank                   500 Woodward Avenue              Same as Domestic Lending        $ 12,500,000.00
                                MC 3268                          Office
                                Detroit, MI 48226
                                Attention: David C. Bird
                                Telecopier: (313) 222-9514

KeyBank National                127 Public Square                Same as Domestic Lending        $ 12,500,000.00
Association                     Cleveland, OH 4414               Office
                                Attention: Paulette Murray
                                Telecopier: (216) 689-5962

The Bank of Nova Scotia         600 Peachtree Street NE          Same as Domestic Lending        $ 12,500,000.00
                                Suite 2700                       Office
                                Atlanta, GA 30308
                                Attention: Mystro Whatley
                                Telecopier: (404) 888-8998

The Bank of New York            One Wall Street                  Same as Domestic Lending        $ 12,500,000.00
                                New York, NY 10286               Office
                                Attention: Kathy D'Elena
                                Telecopier: (212) 635-7923

UBS Loan Finance LLC            577 Washington Boulevard         Same as Domestic Lending        $ 12,500,000.00
                                Stamford, CT 06901               Office
                                Attention: Denise Conzo
                                Telecopier: (203) 719-3853
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
    NAME OF INITIAL LENDER          DOMESTIC LENDING OFFICE        EURODOLLAR LENDING OFFICE         COMMITMENT
    ----------------------          -----------------------        -------------------------         ----------
<S>                             <C>                              <C>                             <C>
Fifth Third Bank, Eastern       c/o Madisonville Operations      Same as Domestic Lending        $ 12,500,000.00
Michigan                        Center                           Office
                                MD 1M0C2B
                                Cincinnati, OH 45263-5300
                                Attention:  Gina Schmidt
                                Telecopier:  (513) 358-0221

Sumitomo Mitsui Banking         277 Park Avenue                  Same as Domestic Lending        $ 12,500,000.00
Corporation                     New York, NY 10172               Office
                                Attention:  Jason Valenstein
                                Telecopier:  (212) 224-5222

The Royal Bank of Scotland plc  101 Park Avenue                  Same as Domestic Lending        $ 12,500,000.00
                                New York, NY 10178               Office
                                Attention:  Sheila Shaw
                                Telecopier: (212) 401-1494

Union Bank of California N.A.   Energy Capital Services          Same as Domestic Lending        $ 12,500,000.00
                                445 S. Figueroa Street,          Office
                                15th Floor
                                Los Angeles, CA 90017
                                Attention:  Dennis Blank
                                Telecopier: (213) 236-4096

Commerzbank AG, New York and    2 World Financial Center         Same as Domestic Lending        $ 10,000,000.00
Grand Cayman Branches           New York, NY 10281               Office
                                Attention:  Timothy Chin
                                Telecopier: (212) 266-7530

Credit Suisse First Boston,     11 Madison Avenue                Same as Domestic Lending        $ 10,000,000.00
Acting through its Cayman       New York, NY 10010               Office
Islands Branch                  Attention:  Sarah Wu
                                Telecopier: (212) 325-8309

Deutsche Bank AG New York       60 Wall Street, 11th Floor       Same as Domestic Lending        $ 10,000,000.00
Branch                          New York, NY 10005               Office
                                Attention: Joel Makowsky
                                Telecopier: (212) 797-4346

Bank Hapoalim B.M.              117 Avenue of the Americas       Same as Domestic Lending        $  6,250,000.00
                                New York, NY 10036               Office
                                Attention:  Marc Bosc
                                Telecopier: (212) 782-2382

William Street Commitment       85 Broad Street - 6th Floor      Same as Domestic Lending        $  6,250,000.00
Corporation                     New York, NY 10004               Office
                                Attention:  Philip F. Green
                                Telecopier: (212) 357-4597

Lehman Commercial Paper Inc.    745 Seventh Avenue, 16th Floor   Same as Domestic Lending        $  6,250,000.00
                                New York, NY 10019               Office
                                Attention: Michael Herr
                                Telecopier: (212) 520-0450

Mellon Bank, N.A.               3 Mellon Center - Room 1203      Same as Domestic Lending        $  6,250,000.00
                                Pittsburgh, PA 15259             Office
                                Attention:  Daria Armen
                                Telecopier: (412) 209-6129

Morgan Stanley Bank             2500 Lake Park Boulevard         Same as Domestic Lending        $  6,250,000.00
                                Suite 300 C                      Office
                                West Valley City, UT 84120
                                Attention:  Larry Benison
                                Telecopier: (212) 537-1866
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
    NAME OF INITIAL LENDER          DOMESTIC LENDING OFFICE        EURODOLLAR LENDING OFFICE         COMMITMENT
    ----------------------          -----------------------        -------------------------         ----------
<S>                             <C>                              <C>                             <C>
UFJ Bank Limited                55 East 52nd Street              Same as Domestic Lending        $  6,250,000.00
                                New York, NY 10055               Office
                                Attention: Ms. Marlin Chin
                                Telecopier: (212) 754-2368

Standard Federal Bank, N.A.     2600 W. Big Beaver               Same as Domestic Lending        $  3,750,000.00
                                Troy, MI  48084                  Office
                                Attention: Yvonne Hicks
                                Telecopier: (248) 637-5003

The Northern Trust Company      50 S. LaSalle Street             Same as Domestic Lending        $  1,750,000.00
                                Chicago, IL  60675               Office
                                Attention: Funding Contact
                                Telecopier: (312) 444-5055

Total                                                                                            $243,750,000.00
</TABLE>

<PAGE>

                                PRICING SCHEDULE

<TABLE>
<CAPTION>
                        LEVEL I         LEVEL II       LEVEL III          LEVEL IV       LEVEL V          LEVEL VI
                        STATUS           STATUS         STATUS             STATUS         STATUS           STATUS
                        -------         --------       ---------          --------       -------          --------
<S>                     <C>             <C>            <C>                <C>            <C>              <C>
Applicable
 Percentage             0.125%          0.150%           0.175%            0.250%          0.300%          0.425%

Applicable Margin
(Eurodollar Rate)       0.500%          0.600%           0.700%            0.875%          0.950%          1.075%

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

            The Applicable Margin, Applicable Utilization Fee and Applicable
Percentage shall be determined in accordance with the foregoing table based on
the Borrower's Status as determined from its then-current Moody's 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 VI
Status shall exist.

            Except as specifically provided above in this Schedule, in the event
that a split occurs between the two ratings, then the rating corresponding to
the higher of the two ratings shall apply. However, if the split is greater than
one level, then the pricing shall be based upon the rating one level above the
lower of the two ratings.

<PAGE>

                                                             EXHIBIT A - FORM OF
                                                                REVOLVING CREDIT
                                                                 PROMISSORY NOTE

U.S.$_______________                             Dated:  _______________, 200_

            FOR VALUE RECEIVED, the undersigned, MICHIGAN CONSOLIDATED GAS
COMPANY, a Michigan corporation (the "Borrower"), HEREBY PROMISES TO PAY to the
order of _________________________ (the "Lender") for the account of its
Applicable Lending Office on the Revolver Termination Date (each as defined in
the Credit Agreement referred to below), the principal sum of U.S.$[amount of
the Lender's Commitment in figures] or, if less, the aggregate principal amount
of the Revolving Credit Advances made by the Lender to the Borrower pursuant to
the Amended and Restated Five-Year Credit Agreement dated as of October 15, 2004
(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 Bank One, NA (Main Office
- Chicago), as Agent for the Lender and such other lenders outstanding on the
Revolver Termination Date.

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

            Both principal and interest are payable in lawful money of the
United States of America to Bank One, NA (Main Office - Chicago), as Agent, at
One Bank One Plaza, Mail-Code IL 1-0010, Chicago Illinois, 60670, Account No.
4811-5286-0000, Attention: Ronald J. Cromey, 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.

<PAGE>

            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.

                                     MICHIGAN CONSOLIDATED GAS COMPANY

                                     By  ________________________________
                                     Title:

<PAGE>

                       ADVANCES AND PAYMENTS OF PRINCIPAL

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

                                                   EXHIBIT B - FORM OF NOTICE OF
                                                      REVOLVING CREDIT BORROWING

Bank One, NA (Main Office - Chicago), as Agent for
the Lenders parties to the Credit Agreement referred to below
One Bank One Plaza
Mail-Code IL 1-0010
Chicago, Illinois  60670
Attention:  Ronald Cromey

                                     [Date]

Ladies and Gentlemen:

            The undersigned, MICHIGAN CONSOLIDATED GAS COMPANY, refers to the
Amended and Restated Five-Year Credit Agreement dated as of October 15, 2004 (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 Bank One, NA (Main Office - Chicago), 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:

<PAGE>

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

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

                                Very truly yours,

                                MICHIGAN CONSOLIDATED GAS COMPANY

                                By ________________________________
                                Title: [Financial Officer]

<PAGE>

                                                             EXHIBIT C - FORM OF
                                                       ASSIGNMENT AND ACCEPTANCE

            Reference is made to the Amended and Restated Five-Year Credit
Agreement dated as of October 15, 2004 (as amended or modified from time to
time, the "Five-Year Credit Agreement") and to the Three-Year Credit Agreement
dated October 24, 2003 (as amended or modified from time to time, the
"Three-Year Credit Agreement", and together with the Five-Year Credit Agreement,
the "Credit Agreements") each among Michigan Consolidated Gas Company, a
Michigan corporation (the "Borrower"), the Lenders (as defined in the Credit
Agreements) and Bank One, NA (Main Office - Chicago) as agent for the Lenders
(the "Agent"). Terms defined in each of the Credit Agreements are used herein
with the same meaning.

            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, (a) an interest in and
to the Assignor's rights and obligations under the Five-Year 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 Five-Year
Credit Agreement, and (b) an interest in and to the Assignor's rights and
obligations under the Three-Year 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 Three-Year 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 each of the
Credit Agreements 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 either of the Credit
Agreements or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of either of the Credit Agreements 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 either of the Credit Agreements 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 applicable
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

<PAGE>

the applicable Credit Agreement and the Assignor in an amount equal to the
Commitment retained by the Assignor under the applicable Credit Agreement,
respectively, as specified on Schedule 1 hereto.

            3. The Assignee (i) confirms that it has received a copy of each of
the Credit Agreements, as applicable, together with copies of the financial
statements referred to in each 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 each of the Credit Agreements, as applicable; (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
each of the Credit Agreements, as applicable, 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 each of the Credit Agreements,
as applicable, 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 each of
the Credit Agreements.

            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 each of the Credit
Agreements, as applicable, 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 each of the
Credit Agreements, as applicable.

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

<PAGE>

            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.

<PAGE>

                                   Schedule 1
                                       to
                            Assignment and Acceptance

<TABLE>
<CAPTION>
                                                                             Five-Year          Three-Year
                                                                               Credit             Credit
                                                                             Agreement          Agreement
                                                                             ---------          ---------
<S>                                                                      <C>                 <C>
Percentage interest assigned:                                            ________________%   ________________%
Assignee's Commitment:                                                   $_______________    $_______________
Aggregate outstanding principal amount of Revolving Credit Advances
 assigned:                                                               $_______________    $_______________
Principal amount of Revolving Credit Advances payable to Assignee:       $_______________    $_______________
Principal amount of Revolving Credit Advances payable to Assignor:       $_______________    $_______________
Effective Date(1):                                                       $_______________    $_______________
</TABLE>

                                     [NAME OF ASSIGNOR], as Assignor

                                     By ________________________________________
                                     Title:
                                     Dated:

                                     [NAME OF ASSIGNEE], as Assignee

                                     By ________________________________________
                                     Title:
                                     Dated:

                                     Domestic Lending Office:
                                     [Address]

                                     Eurodollar Lending Office:
                                     [Address]

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

<PAGE>

Accepted [and Approved] (2) this
        day of
___________________________________________, As Agent

By  _________________________________________________
Title:

[Approved this [ ] day of _________________________


MICHIGAN CONSOLIDATED GAS 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 requred by the terms of
the credit Agreement.
<PAGE>

                                                 EXHIBIT D - FORM OF CERTIFICATE

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

            I, D. 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
Amended and Restated Five-Year Credit Agreement, dated as of October 15, 2004,
among DTE, the financial institutions from time to time parties thereto (the
"DTE Lenders"), and Citibank, N.A., as agent for said DTE Lenders (the "DTE
Credit Agreement"), (ii) the Amended and Restated Five-Year Credit Agreement,
dated as of October 15, 2004, among DECO, the financial institutions from time
to time parties thereto (the "DECO Lenders") and Barclays Bank PLC, as agent for
said DECO Lenders (the "DECO Credit Agreement"), and (iii) the Amended and
Restated Five-Year Credit Agreement, dated as of October 15, 2004, among
MichCon, the financial institutions from time to time parties thereto (the
"MichCon Lenders", and, together with the DTE Lenders and the DECO Lenders, the
"Lenders") and Bank One, NA, as agent for said Lenders (the "MichCon Credit
Agreement", and together with the DTE Credit Agreement and the DECO Credit
Agreement, the "Credit Agreements"), that the terms defined in the Credit
Agreements are used herein as herein defined and, further, that:

      1.    The Effective Date shall be October 15, 2004.

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

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

      4.    No law or regulation is applicable that restrains, prevents or
            imposes materially adverse conditions upon each Borrower with
            respect to the transactions contemplated by the Loan Documents to
            which it is a party.

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

<PAGE>

      6.    As of the date hereof, there are no loans outstanding under any
            Existing Credit Agreement and all fees and amounts owed to the
            lender or agents thereunder have been paid in full.

             Dated as of the 15th day of October, 2004.

                                             DTE ENERGY COMPANY
                                             THE DETROIT EDISON COMPANY
                                             MICHIGAN CONSOLIDATED GAS COMPANY

                                             By ________________________________
                                             Name: D. R. Murphy
                                             Title: Assistant Treasurer

<PAGE>

                                                                     EXHIBIT E-1
                              FORM OF OPINION OF GENERAL COUNSEL TO THE BORROWER

                                October 15, 2004

To each of the Lenders set forth
in Schedule A hereto
DTE Energy Company
The Detroit Edison Company
Michigan Consolidated Gas Company

Ladies and Gentlemen:

            This opinion is furnished to you pursuant to (i) Section 3.01(g)(v)
of the Amended and Restated Five-Year Credit Agreement, dated as of October 15,
2004, among DTE Energy Company ("DTE"), the financial institutions from time to
time parties thereto (the "DTE Lenders"), and Citibank, N.A., as agent for said
DTE Lenders (the "DTE Credit Agreement"), (ii) Section 3.01(g)(v) of the Amended
and Restated Five-Year Credit Agreement, dated as of October 15, 2004, among The
Detroit Edison Company ("DECO"), the financial institutions parties thereto (the
"DECO Lenders") and Barclays Bank PLC, as agent for said DECO Lenders (the "DECO
Credit Agreement"), and (iii) Section 3.01(g)(v) of the Amended and Restated
Five-Year Credit Agreement, dated as of October 15, 2004, among Michigan
Consolidated Gas Company ("MichCon"), the financial institutions parties thereto
(the "MichCon Lenders", and together with the DTE Lenders and the DECO Lenders,
the "Lenders") and Bank One, NA (Main Office - Chicago), as agent for said
MichCon Lenders (the "MichCon Credit Agreement", and together with the DTE
Credit Agreement and the DECO Credit Agreement, the "Credit Agreements"). Terms
defined in each Credit Agreement are used herein as therein defined.

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

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

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

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

<PAGE>

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

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

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

In addition, I have examined the originals, copies certified to my satisfaction,
of such other corporate records of each Borrower, certificates of public
officials and of officers of each Borrower, and agreements, instruments and
other documents, as 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 each of the Credit Agreements by the Lenders
and the applicable Agent.

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

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

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

            2. The execution, delivery and performance by each Borrower of the
Loan Documents to which it is party, and the consummation of the transactions
contemplated thereby, are within such Borrower's corporate powers, have been
duly authorized by all necessary corporate action, and do not contravene (i) the
Charters or the By-Laws of such Borrower or (ii) any law, rule or regulation
applicable to such Borrower, or (iii) any contractual restriction binding on or
affecting such 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 each Borrower of the Loan Documents to which it is a
party, except in the case of DECO, the order of the Federal Energy Regulatory
Commission, which has been obtained.

<PAGE>

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

            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 any Borrower or any of its
respective 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 such 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 such Loan Documents are to be governed by the laws of the State of New
York rather than the laws of the State of Michigan. In rendering the foregoing
opinion, I note that by their terms the Loan Documents expressly select New York
law as the laws governing their interpretation and that the Loan Documents
governed by New York law were delivered by the parties thereto to the Agent in
New York. The choice of law provisions of the Loan Documents are not voidable
under the laws of the State of Michigan.

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

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

<PAGE>

"holding companies" and MichCon are currently exempt from the provisions of the
1935 Act (except Section 9 thereof);

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

            (a) My opinion in paragraph 7 above as to enforceability is subject
            to the effect of any applicable bankruptcy, insolvency, 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
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 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,

<PAGE>

                                   Schedule A

Each of the Lenders party to the Amended and Restated Five-Year Credit
Agreement, dated as of October 15, 2004, among DTE, Citibank, N.A., as Lender
and Agent, and J.P. Morgan Securities Inc. and Barclays Bank PLC, as
Co-Syndication Agents, and with Citigroup Global Markets Inc., as Lead Arranger
and Sole Book Runner.

Each of the Lenders party to the Amended and Restated Five-Year Credit
Agreement, dated as of October 15, 2004, among DECO, Barclays Bank PLC, as
Lender and Agent, and Citigroup Global Markets Inc. and J.P. Morgan Securities
Inc., as Co-Syndication Agents, and with Barclays Capital and J.P. Morgan
Securities Inc., as Co-Lead Arrangers and Joint Book Runners.

Each of the Lenders party to the Amended and Restated Five-Year Credit
Agreement, dated as of October 15, 2004, among MichCon, Bank One, NA, as Lender
and Agent, and Barclays Bank PLC and Citigroup Global Markets Inc., as
Co-Syndication Agents, and with J.P. Morgan Securities Inc. and Barclays
Capital, as Co-Lead Arrangers and Joint Book Runners.
<PAGE>

                                                                     EXHIBIT E-2

                                        FORM OF OPINION OF HUNTON & WILLIAMS LLP

                                                 HUNTON & WILLIAMS LLP
                                                 200 PARK AVENUE
                                                 NEW YORK, NEW YORK 10166-0136

                                                 Tel 212 - 309 - 1000
                                                 Fax 212 - 309 - 1100

October 15, 2004

To each of the Lenders
listed on Schedule A hereto

DTE Energy Company
The Detroit Edison Company
Michigan Consolidated Gas Company

Ladies and Gentlemen:

            This opinion is delivered to you pursuant to (i) Section 3.01(g)(v)
of the Amended and Restated Five-Year Credit Agreement, dated as of October 15,
2004, among DTE Energy Company ("DTE"), the financial institutions from time to
time parties thereto (the "DTE Lenders"), and Citibank, N.A., as agent for said
DTE Lenders (the "DTE Credit Agreement"), (ii) Section 3.01(g)(v) of the Amended
and Restated Five-Year Credit Agreement, dated as of October 15, 2004, among The
Detroit Edison Company ("DECO"), the financial institutions parties thereto (the
"DECO Lenders") and Barclays Bank PLC, as agent for said DECO Lenders (the "DECO
Credit Agreement"), and (iii) Section 3.01(g)(v) of the Amended and Restated
Five-Year Credit Agreement, dated as of October 15, 2004, among Michigan
Consolidated Gas Company ("MichCon", and together with DTE and DECO, the
"Borrowers"), the financial institutions parties thereto (the "MichCon Lenders",
and together with the DTE Lenders and the DECO Lenders, the "Lenders") and Bank
One, NA (Main Office - Chicago), as agent for said MichCon Lenders (the "MichCon
Credit Agreement", and together with the DTE Credit Agreement and the DECO
Credit Agreement, the "Credit Agreements"). 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.

<PAGE>

            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 of the Borrowers to which it is a
party (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 set forth 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 it and (iii)
do not violate, or require any consent not obtained under, any contractual
obligation applicable to or binding upon it, 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 respective Credit Agreements is the legal, valid and
binding obligation of the applicable Borrower 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
applicable Borrower, enforceable against such Borrower in accordance with its
respective terms.

<PAGE>

      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.
Sections 1331 and 1332 on subject matter jurisdiction of the Federal courts. In
connection with the provisions of the Credit Agreement 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 Section 510, a New York State court may have discretion to transfer the
place of trial, and under 28 U.S.C. Section 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.

<PAGE>

            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). We undertake no duty to inform
you or any assignee or participant of events occurring subsequent to the date
hereof.

                                            Very truly yours,

<PAGE>

                                                                      Schedule A

Each of the Lenders party to the Amended and Restated Five-Year Credit
Agreement, dated as of October 15, 2004, among DTE, Citibank, N.A., as Lender
and Agent, and J.P. Morgan Securities Inc. and Barclays Bank PLC, as
Co-Syndication Agents, and with Citigroup Global Markets Inc., as Lead Arranger
and Sole Book Runner.

Each of the Lenders party to the Amended and Restated Five-Year Credit
Agreement, dated as of October 15, 2004, among DECO, Barclays Bank PLC, as
Lender and Agent, and Citigroup Global Markets Inc. and J.P. Morgan Securities
Inc., as Co-Syndication Agents, and with Barclays Capital and J.P. Morgan
Securities Inc., as Co-Lead Arrangers and Joint Book Runners.

Each of the Lenders party to the Amended and Restated Five-Year Credit
Agreement, dated as of October 15, 2004, among MichCon, Bank One, NA, as Lender
and Agent, and Barclays Bank PLC and Citigroup Global Markets Inc., as
Co-Syndication Agents, and with J.P. Morgan Securities Inc. and Barclays
Capital, as Co-Lead Arrangers and Joint Book Runners.

<PAGE>

                                                             EXHIBIT F - FORM OF

                                                          COMPLIANCE CERTIFICATE

                             COMPLIANCE CERTIFICATE

To:          The Lenders parties to the
             Credit Agreement Described Below

      This Compliance Certificate is furnished pursuant to that certain Amended
and Restated Five-Year Credit Agreement, dated as of October 15, 2004 (as
amended or modified from time to time, the "Agreement"; the terms defined
therein being used herein as therein defined) among Michigan Consolidated Gas
Company, a Michigan corporation (the "Borrower"), the lenders parties thereto,
and Bank One, NA (Main Office Chicago), 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 I attached hereto sets forth financial data and
            computations evidencing the Borrower's compliance with certain
            covenants of the Agreement, all of which data and computations are
            true, complete and correct.

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

<PAGE>

         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 _____, ___ .

                                               MICHIGAN CONSOLIDATED GAS COMPANY

                                               By ______________________________
                                               Name:
                                               Title:

<PAGE>

                      SCHEDULE 1 TO COMPLIANCE CERTIFICATE

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

                               FINANCIAL COVENANTS

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

(A) Numerator:   Consolidated EBITDA:                            $_____

(B) Denominator:

        (i)   Interest Expense on Debt:                                 $_____

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

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

        (iv)  Minus: Interest Expense on Junior Subordinated Debt:     -$_____

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

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

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

(A) Numerator:

        (i)   Consolidated Debt:                                        $_____

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

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

        (iv)  Minus: Junior Subordinated Debt:                         -$_____

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

(B) Denominator: Capitalization (excluding all Nonrecourse Debt):       $_____

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