<PAGE>
                                                                      FINAL COPY


                                   THREE-YEAR

                                CREDIT AGREEMENT

                          Dated as of October 25, 2002

                                      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,                               SALOMON SMITH BARNEY INC.,

 as Co-Syndication Agent                              as Co-Syndication Agent
                                       and


           --                                                    --

as Co-Documentation Agent                            as Co-Documentation Agent

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


BANC ONE CAPITAL MARKETS, INC.                                 BARCLAYS CAPITAL

                   as Co-Lead Arrangers and Joint Book Runners


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


                                                  SIDLEY AUSTIN BROWN & WOOD LLP

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                                TABLE OF CONTENTS

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                                                                                                               Page

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ARTICLE I:  DEFINITIONS AND ACCOUNTING TERMS......................................................................1

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

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

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

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

         SECTION 2.01.         The Revolving Credit Advances.....................................................12

         SECTION 2.02.         Making the Revolving Credit Advances..............................................12

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

         SECTION 2.04.         Termination or Reduction of the Commitments.......................................14

         SECTION 2.05.         Repayment of Revolving Credit Advances............................................14

         SECTION 2.06.         Interest on Revolving Credit Advances.............................................14

         SECTION 2.07.         Interest Rate Determination.......................................................15

         SECTION 2.08.         Optional Conversion of Revolving Credit Advances..................................16

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

         SECTION 2.10.         Increased Costs...................................................................17

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

         SECTION 2.12.         Payments and Computations.........................................................18

         SECTION 2.13.         Taxes.............................................................................19

         SECTION 2.14.         Sharing of Payments, Etc..........................................................21

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

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

         SECTION 2.17.         Noteless Agreement; Evidence of Indebtedness......................................22

ARTICLE III:  CONDITIONS TO EFFECTIVENESS AND LENDING............................................................23
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<S>                                                                                                            <C>
         SECTION 3.01.         Conditions Precedent to Effectiveness of Section 2.01.............................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................................................................29

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

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

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

         SECTION 7.01.         Authorization and Action..........................................................33

         SECTION 7.02.         Agent's Reliance, Etc.............................................................33

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

         SECTION 7.04.         Lender Credit Decision............................................................34

         SECTION 7.05.         Indemnification...................................................................34

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

ARTICLE VIII:  MISCELLANEOUS.....................................................................................35

         SECTION 8.01.         Amendments, Etc...................................................................35

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

         SECTION 8.03.         No Waiver; Remedies...............................................................36

         SECTION 8.04.         Costs and Expenses................................................................36

         SECTION 8.05.         Right of Set-off..................................................................37

         SECTION 8.06.         Binding Effect....................................................................38

         SECTION 8.07.         Assignments, Designations and Participations......................................38
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<S>                                                                                                            <C>
         SECTION 8.08.         Confidentiality...................................................................42

         SECTION 8.09.         Governing Law.....................................................................42

         SECTION 8.10.         Execution in Counterparts.........................................................42

         SECTION 8.11.         Jurisdiction, Etc.................................................................42

         SECTION 8.12.         Waiver of Jury Trial..............................................................43
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                                   iii            SIDLEY AUSTIN BROWN & WOOD LLP

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                             SCHEDULES AND EXHIBITS

Schedules

Schedule I        -        List of Applicable Lending Offices

Pricing Schedule

Exhibits

Exhibit A         -        Form of Note (If Requested)

Exhibit B         -        Form of Notice of Borrowing

Exhibit C         -        Form of Assignment and Acceptance

Exhibit D         -        Form of Certificate by Borrower

Exhibit E         -        Form of Opinion of Counsel to the Borrower

Exhibit F         -        Form of Compliance Certificate



                                   iv             SIDLEY AUSTIN BROWN & WOOD LLP

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                  THREE-YEAR CREDIT AGREEMENT dated as of October 25, 2002 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) ("Bank One"), as Administrative Agent (the "Agent") and BARCLAYS BANK
PLC, as Co-Syndication Agent, and SALOMON SMITH BARNEY INC., as Co-Syndication
Agent for the Lenders (as hereinafter defined).

                             PRELIMINARY STATEMENTS

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

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

                                   ARTICLE I:
                        DEFINITIONS AND ACCOUNTING TERMS

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

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

                  "Agent's Account" means the account of the Agent maintained by
         the Agent at Bank One with its office at One Bank One Plaza, Suite
         0634, Chicago, Illinois 60670, Account No. 4811-5286-0000, Attention:
         Gloria Steinbrenner.

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

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                  "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, 2001, and the related Consolidated
         statements of income and cash flows of the Borrower for the fiscal year
         then ended, accompanied by the opinion thereon of the Borrower's
         independent public accountants.

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

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

                  (b) the sum (adjusted to the nearest 1/16 of 1% or, if there
is no nearest 1/16 of 1%, to the next higher 1/16 of 1%) of (i) 1/2 of 1% per
annum, plus (ii) the rate obtained by dividing (A) the latest three-week moving
average of secondary market morning offering rates in the United States for
three-month certificates of deposit of major United States money market banks,
such three-week moving average (adjusted to the basis of a year of 360 days)
being determined weekly on each Monday (or, if such day is not a Business Day,
on the next succeeding Business Day) for the three-week period ending on the
previous Friday by 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

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

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


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                  "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 (a) total net worth plus (b)
         Consolidated Debt plus (c) an amount equal to the restructuring charges
         relating to the merger of MCN Energy Group Inc. with and into
         Enterprises.

                  "Commitment" has the meaning specified in Section 2.01.

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

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

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

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

                                       3          SIDLEY AUSTIN BROWN & WOOD LLP

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         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
         3.01(b).

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

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

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

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

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

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         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 health, safety or the
         environment, including, without limitation, (a) by any governmental or
         regulatory authority for enforcement, cleanup, removal, response,
         remedial or other actions or damages and (b) by any governmental or
         regulatory authority or any third party for damages, contribution,
         indemnification, cost recovery, compensation or injunctive relief.

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

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

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

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

                  "ERISA Event" means (a) (i) the occurrence of a reportable
         event, within the meaning of Section 4043 of ERISA, with respect to any
         Plan unless the 30-day notice requirement with respect to such event
         has been waived by the PBGC, or (ii) the requirements of subsection (1)
         of Section 4043(b) of ERISA (without regard to subsection (2) of such
         Section) are met with 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


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

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

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

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

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

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

                  "Existing Credit Agreement" means that certain Credit
         Agreement, dated as of November 7, 2001, among the Borrower, the
         lenders parties thereto, Bank One, NA, as administrative agent, and
         Barclays Bank PLC and Salomon Smith Barney 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.

                  "GAAP" has the meaning specified in Section 1.03.

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

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

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


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                  "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 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.


                                       8          SIDLEY AUSTIN BROWN & WOOD LLP

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

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

                  "Maximum Facility Amount" means $100,000,000.

                  "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.

                  "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.

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                  "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).

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

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

                  "Revolver Termination Date" means the earlier of (a) October
         25, 2005, 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 of the Borrower:


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                           (i) the Borrower's Annual Report on Form 10-K for the
                  year ended December 31, 2001, as filed with or sent to the
                  Securities and Exchange Commission, including therein the
                  Audited Statements of the Borrower; and

                           (v) the Borrower's Quarterly Report on Form 10-Q for
                  the quarter ended June 30, 2002, including therein the
                  Unaudited Statements of the Borrower, and the Borrower's
                  Current Reports on Form 8-K, if any, provided to the Lenders
                  prior to the date of this Agreement.

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

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

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

                  "Single Employer Plan" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of the Borrower or any ERISA Affiliate and no Person other
         than the Borrower and the ERISA Affiliates or (b) was so maintained and
         in respect of which the Borrower or any ERISA Affiliate could have
         liability under Section 4069 of ERISA in the event such plan has been
         or were to be terminated.

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

                  "364-Day Agreement" means that certain $200,000,000 364-day
         credit agreement dated as of October 25, 2002, by and among the
         Borrower, the Lenders and the Agents, as the same may be amended,
         restated, supplemented or otherwise modified from time to time.

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                  "Unaudited Statements" means the unaudited condensed
         Consolidated balance sheets of the Borrower, as at June 30, 2002, and
         the related condensed Consolidated statements of income and cash flows
         of the Borrower for the six-month period then ended, duly certified by
         a Financial Officer of the Borrower.

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

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

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

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

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

                                  ARTICLE II:
               AMOUNTS AND TERMS OF THE REVOLVING CREDIT ADVANCES

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


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Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed immediately
in writing, telecopier or telex in substantially the form of Exhibit B hereto,
specifying therein the requested (i) date of such Borrowing, (ii) Type of
Revolving Credit Advances comprising such Borrowing, (iii) aggregate amount of
such Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar
Rate Advances, initial Interest Period for each such Revolving Credit Advance.
Each Lender shall, before 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 at the Agent's address referred
to in Section 8.02.

                  (b) Anything in subsection (a) above to the contrary
notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for
any Borrowing if the aggregate amount of such Borrowing is less than $5,000,000
or if the obligation of the Lenders to make Eurodollar Rate Advances shall then
be suspended pursuant to Section 2.07 or 2.11 and (ii) 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 364-Day 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 (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the
Revolving Credit Advance to be made by such Lender as part of such Borrowing
when such Revolving Credit Advance, as a result of such failure, is not made on
such date.

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


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hereunder to make its Revolving Credit Advance on the date of such Borrowing,
but no Lender shall be responsible for the failure of any other Lender to make
the Revolving Credit Advance to be made by such other Lender on the date of any
Borrowing.

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

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

                  (c) Utilization Fee. If the aggregate outstanding amount of
(i) all Revolving Credit Advances hereunder and (ii) all "Revolving Credit
Advances" under (and as defined in) the 364-Day 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 364-Day 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 Utilization Fee Rate in effect from
time to time payable on the aggregate outstanding amount of all Revolving Credit
Advances on such date, payable in arrears quarterly on the last day of each
March, June, September and December, and on the Revolving Loan Termination Date.

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

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


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                  sum of (x) the Base Rate in effect from time to time plus (y)
                  the Applicable Margin in effect from time to time, payable in
                  arrears quarterly on the last day of each March, June,
                  September and December during such periods and on the date
                  such Base Rate Advance shall be Converted or paid in full.

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

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

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


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

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

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

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

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

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

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

         SECTION 2.08. Optional Conversion of Revolving Credit Advances. The
Borrower may on any Business Day, upon notice given to the Agent not later than
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


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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: (i) any Person or two or more Persons acting in concert (other
than DTE Energy or any of its Subsidiaries) shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934), directly or indirectly,
of Voting Stock of the Borrower (or other securities convertible into such
Voting Stock) representing 20% or more of the combined voting power of all
Voting Stock of the Borrower; or (ii) any Person or two or more Persons acting
in concert (other than DTE Energy or any of its Subsidiaries) shall have
acquired by contract or otherwise, or shall have entered into a contract or
arrangement that, upon consummation, will result in its or their acquisition of
the power to exercise, directly or indirectly, a controlling influence over the
management or policies of the Borrower.

         SECTION 2.10. Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Lender of agreeing to make or
making, funding or maintaining Eurodollar Rate Advances (excluding for purposes
of this Section 2.10 any such increased costs resulting from (i) Taxes or Other
Taxes (as to which Section 2.13 shall govern) and (ii) changes in the basis of
taxation of overall net income or overall gross income by the United States or
by the foreign jurisdiction or state under the laws of which such Lender is
organized or has its Applicable Lending Office or any political subdivision
thereof), then the Borrower shall from time to time, upon demand by such Lender
(with a copy of such demand to the Agent), pay to the Agent for the account of
such Lender additional amounts sufficient to compensate such Lender for such
increased cost. A certificate as to the amount of such increased cost, submitted
to the Borrower and the Agent by such Lender, shall be conclusive and binding
for all purposes, absent manifest error.


                                      17          SIDLEY AUSTIN BROWN & WOOD LLP

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

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

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

         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. 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






                                       18         SIDLEY AUSTIN BROWN & WOOD LLP
<PAGE>
therein in the Register pursuant to Section 8.07(c), from and after the
effective date specified in such Assignment and Acceptance, the Agent shall make
all payments hereunder and under the Notes in respect of the interest assigned
thereby to the Lender assignee thereunder, and the parties to such Assignment
and Acceptance shall make all appropriate adjustments in such payments for
periods prior to such effective date directly between themselves.

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

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

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

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

         SECTION 2.13. Taxes. (a) Any and all payments by the Borrower hereunder
or under the Notes shall be made, in accordance with Section 2.12, free and
clear of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, excluding, in the case of each Lender and the Agent, taxes imposed on
its overall net income, and franchise taxes imposed on it in lieu of net income
taxes, by the jurisdiction under the laws of which such Lender or the Agent (as
the case may be) is organized or any political subdivision thereof and, in the
case of each Lender, taxes imposed on its overall net income, and franchise
taxes imposed on it in lieu of net income taxes, by the jurisdiction of such
Lender's Applicable Lending Office or any political subdivision






                                       19         SIDLEY AUSTIN BROWN & WOOD LLP
<PAGE>
thereof (all such non-excluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities in respect of payments hereunder or under the Notes
being hereinafter referred to as "Taxes"). If the Borrower shall be required by
law to deduct any Taxes from or in respect of any sum payable hereunder or under
any Note to any Lender or the Agent, (i) the sum payable shall be increased as
may be necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 2.13) such
Lender or the Agent (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower shall
make such deductions and (iii) the Borrower shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with
applicable law.

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

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

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

                  (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 or entitled to a reduced rate of United States withholding tax on
payments pursuant to this Agreement or the Notes. If the forms provided by a
Lender at the time such Lender first becomes a party to this Agreement indicates
a United States interest withholding tax rate in excess of zero, withholding tax
at such rate shall be considered excluded from Taxes unless and until such
Lender provides the appropriate forms




                                       20         SIDLEY AUSTIN BROWN & WOOD LLP
<PAGE>
certifying that a lesser rate applies, whereupon withholding tax at such lesser
rate only shall be considered excluded from Taxes for periods governed by such
form; provided, however, that, if at the date of the Assignment and Acceptance
pursuant to which a Lender assignee becomes a party to this Agreement, the
Lender assignor was entitled to payments under subsection (a) in respect of
United States withholding tax with respect to interest paid at such date, then,
to such extent, the term Taxes shall include (in addition to withholding taxes
that may be imposed in the future or other amounts otherwise includable in
Taxes) United States withholding tax, if any, applicable with respect to the
Lender assignee on such date. If any form or document referred to in this
subsection (e) requires the disclosure of information, other than information
necessary to compute the tax payable and information required on the date hereof
by Internal Revenue Service Form 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.

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

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

         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





                                       21         SIDLEY AUSTIN BROWN & WOOD LLP
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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 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.

                                       22         SIDLEY AUSTIN BROWN & WOOD LLP
<PAGE>
                                  ARTICLE III:
                     CONDITIONS TO EFFECTIVENESS AND LENDING

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

                  (a) There shall have occurred no Material Adverse Change since
June 30, 2002.

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

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

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

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

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

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

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

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




                                       23         SIDLEY AUSTIN BROWN & WOOD LLP
<PAGE>

                           (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.

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

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

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

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

                           (iv) Copies of the SEC Reports.

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

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

                  (i) The 364-Day Agreement shall have been duly executed by all
parties thereto.

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

                                       24
<PAGE>

                           (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, and

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

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

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

                                  ARTICLE IV:
                         REPRESENTATIONS AND WARRANTIES

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

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

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

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

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



                                       25         SIDLEY AUSTIN BROWN & WOOD LLP
<PAGE>
                  (e) The Audited Statements of the Borrower and the Unaudited
Statements of the Borrower, copies of each of which have been furnished to each
Lender, fairly present, subject in the case of Unaudited Statements to normal
year-end audit adjustments, the Consolidated financial condition, results of
operations and cash flows of the relevant Persons and entities, as at the dates
and for the periods therein indicated, all in accordance with generally accepted
accounting principles consistently applied. Since June 30, 2002, there has been
no Material Adverse Change, except as shall have been disclosed or contemplated
in the SEC Reports.

                  (f) There is no pending or threatened action, suit,
investigation, litigation or proceeding, including, without limitation, any
Environmental Action, affecting the Borrower or any of the Significant
Subsidiaries before any court, governmental agency or arbitrator that (i) could
be reasonably likely to have a Material Adverse Effect (other than the Disclosed
Litigation) or (ii) purports to affect the legality, validity or enforceability
of this Agreement, any Note or any other Loan Document or the consummation of
the transactions contemplated hereby and there has been no adverse change in the
status of any Disclosed Litigation, or its financial effect on the Borrower or
any of the Significant Subsidiaries from that disclosed or contemplated in the
SEC Reports 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
obligations or costs, except as disclosed or contemplated in the SEC Reports,
and no circumstances exist that could be reasonably likely to (i) form the basis
of an Environmental Action against the Borrower or any of the Significant
Subsidiaries or any of their properties that could have a Material Adverse
Effect or (ii) cause any such property to be subject to any restrictions on
ownership, occupancy, use or transferability under any Environmental Law that
could have a Material Adverse Effect.

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

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

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

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

                  (l) Except as set forth in the financial statements referred
to in subsection (e) above, the Borrower and its Subsidiaries have no material
liability with respect to "expected post




                                       26         SIDLEY AUSTIN BROWN & WOOD LLP
<PAGE>
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, in all material respects, with all applicable laws,
rules, regulations and orders, such compliance to include, without limitation,
compliance with ERISA and Environmental Laws.

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




                                       27         SIDLEY AUSTIN BROWN & WOOD LLP
<PAGE>
amounts and covering such risks as is usually carried by companies engaged in
similar businesses and owning similar properties (including customary
self-insurance) in the same general areas in which the Borrower or such
Subsidiary operates.

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

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

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

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

                  (h) Reporting Requirements. Furnish to the Lenders:

                           (i) as soon as available and in any event within 65
                  days after the end of each of the first three quarters of each
                  fiscal year of the Borrower, Consolidated balance sheet of the
                  Borrower and its Consolidated Subsidiaries as of the end of
                  such quarter and Consolidated statements of income and cash
                  flows of the Borrower and its Subsidiaries for the period
                  commencing at the end of the previous fiscal year and ending
                  with the end of such quarter;

                           (ii) as soon as available and in any event within 115
                  days after the end of each fiscal year of the Borrower, a copy
                  of the Annual Report 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;

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<PAGE>
                           (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.

         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;



                                       29         SIDLEY AUSTIN BROWN & WOOD LLP
<PAGE>

                           (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.

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



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<PAGE>
                                  ARTICLE VI:
                                EVENTS OF DEFAULT

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

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

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

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

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

                  (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





                                       31         SIDLEY AUSTIN BROWN & WOOD LLP
<PAGE>
for a period of 30 days, or any of the actions sought in such proceeding
(including, without limitation, the entry of an order for relief against, or the
appointment of a receiver, trustee, custodian or other similar official for, it
or for any substantial part of its property) shall occur; or the Borrower or any
of its Significant Subsidiaries shall take any corporate action to authorize any
of the actions set forth above in this subsection (e); or

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

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

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

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

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

                           (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 of not
                           greater than .65:1; or



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

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

                                  ARTICLE VII:
                                    THE AGENT

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

         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



                                       33         SIDLEY AUSTIN BROWN & WOOD LLP
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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.

         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




                                       34         SIDLEY AUSTIN BROWN & WOOD LLP
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proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, any Loan Document, to the extent that the Agent is not
reimbursed for such expenses by the Borrower.

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

                                 ARTICLE VIII:
                                 MISCELLANEOUS

         SECTION 8.01. Amendments, Etc. No amendment or waiver of any provision
of this Agreement or the Notes, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Required Lenders, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that no amendment, waiver or consent shall, unless in
writing and signed by all the Lenders, do any of the following: (a) waive any of
the conditions specified in Section 3.01, (b) increase the Commitments of the
Lenders or subject the Lenders to any additional obligations, (c) reduce the
principal of, or interest on, the Revolving Credit Advances or any fees or other
amounts payable hereunder, (d) 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.



                                       35
<PAGE>
         SECTION 8.02. Notices, Etc. All notices and other communications
provided for hereunder shall be in writing (including telecopier, telegraphic or
telex communication) and mailed, telecopied, telegraphed, telexed or delivered,
if to the Borrower, at its address at 2000 2nd Avenue, Detroit, MI 48226,
Attention: Treasurer; if to any Initial Lender, at its Domestic Lending Office
specified opposite its name on Schedule I hereto; if to any other Lender, at its
Domestic Lending Office specified in the Assignment and Acceptance pursuant to
which it became a Lender; and if to the Agent, at its address at One Bank One
Plaza, Chicago Illinois, 60670, Attention: Dawn Lawler; or, as to the Borrower
or the Agent, at such other address as shall be designated by such party in a
written notice to the other parties and, as to each other party, at such other
address as shall be designated by such party in a written notice to the Borrower
and the Agent. All such notices and communications shall, when mailed,
telecopied, telegraphed or telexed, be effective when deposited in the mails,
telecopied, delivered to the telegraph company or confirmed by telex answerback,
respectively, except that notices and communications to the Agent pursuant to
Article II, III or VII shall not be effective until received by the Agent.
Delivery by telecopier of an executed counterpart of any amendment or waiver of
any provision of this Agreement or the Notes or of any Exhibit hereto to be
executed and delivered hereunder shall be effective as delivery of a manually
executed counterpart thereof.

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

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

                  (b) The Borrower agrees to indemnify, to the extent legally
permissible, and hold harmless the Agent and each Lender and each of their
Affiliates and their officers, directors, employees, agents and advisors (each,
an "Indemnified Party") from and against any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and
expenses of counsel) that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or by
reason of, or in connection with the



                                       36         SIDLEY AUSTIN BROWN & WOOD LLP
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preparation for a defense of, any investigation, litigation or proceeding
arising out of, related to or in connection with (i) the Notes, this Agreement,
the other Loan Documents any of the transactions contemplated herein or therein
or the actual or proposed use of the proceeds of the Revolving Credit Advances
or (ii) the actual or alleged presence of Hazardous Materials on any property of
the Borrower or any of its Subsidiaries or any Environmental Action relating in
any way to the Borrower or any of its Subsidiaries, in each case whether or not
such investigation, litigation or proceeding is brought by the Borrower, its
directors, shareholders or creditors or an Indemnified Party or any other Person
or any Indemnified Party is otherwise a party thereto and whether or not the
transactions contemplated hereby are consummated, except to the extent such
claim, damage, loss, liability or expense is found in a final, non-appealable
judgment by a court of competent jurisdiction to have resulted from such
Indemnified Party's gross negligence or willful misconduct. The Borrower also
agrees not to assert any claim against the Agent, any Lender, any of their
Affiliates, or any of their respective directors, officers, employees, attorneys
and agents, on any theory of liability, for special, indirect, consequential or
punitive damages arising out of or otherwise relating to the Notes, this
Agreement, the other Loan Documents any of the transactions contemplated herein
or therein or the actual or proposed use of the proceeds of the Revolving Credit
Advances.

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

                  (d) Without prejudice to the survival of any 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



                                       37         SIDLEY AUSTIN BROWN & WOOD LLP
<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 (for so long as no Default has occurred and is
continuing) the Borrower (which consent shall not be unreasonably withheld)
assign to one or more Persons all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Commitment, the Revolving Credit Advances owed to it and any Note or Notes held
by it); provided, however, that (i) each such assignment shall be of a constant,
and not a varying, percentage of all rights and obligations under this Agreement
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 under the 364-Day 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
364-Day 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).

                  (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


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

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

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



                                       39         SIDLEY AUSTIN BROWN & WOOD LLP
<PAGE>
available for inspection by the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

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

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

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

                  (h) Notwithstanding anything to the contrary contained herein,
any Lender (a "Designating Lender") may grant to one or more special purpose
funding vehicles (each an "SPV"), identified as such in writing from time to
time by the Designating Lender to the Agent


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

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

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


                                       41         SIDLEY AUSTIN BROWN & WOOD LLP
<PAGE>
any way relating to or arising as a consequence of any such forbearance or delay
in the initiation of any such proceeding against its SPV.

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

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

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

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

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

                                       42         SIDLEY AUSTIN BROWN & WOOD LLP
<PAGE>

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

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


                      REMAINDER OF PAGE INTENTIONALLY BLANK








































                                       43         SIDLEY AUSTIN BROWN & WOOD LLP
<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:
                                       ----------------------------------
                                      Name:
                                      Title:


































                                                  SIDLEY AUSTIN BROWN & WOOD LLP
SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                   Lenders



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


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



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


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



                                   SALOMON SMITH BARNEY INC., as Co-
                                   Syndication Agent


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



                                   CITIBANK, N.A., as a Lender


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







                                                  SIDLEY AUSTIN BROWN & WOOD LLP
SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                  THE BANK OF NEW YORK, as a Lender

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




























                                                  SIDLEY AUSTIN BROWN & WOOD LLP
SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY THREE-YEAR CREDIT AGREEMENT
<PAGE>
                            THE BANK OF NOVA SCOTIA, as a Lender

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





































                                                  SIDLEY AUSTIN BROWN & WOOD LLP
SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     KEY BANK NATIONAL ASSOCIATION, as a
                                     Lender

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








































                                                  SIDLEY AUSTIN BROWN & WOOD LLP
SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY THREE-YEAR CREDIT AGREEMENT
<PAGE>
                            UBS AG (STAMFORD BRANCH), as a Lender

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





                            UBS AG (STAMFORD BRANCH), as a Lender

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






































                                                  SIDLEY AUSTIN BROWN & WOOD LLP
SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY THREE-YEAR CREDIT AGREEMENT
<PAGE>
                            COMERICA BANK, as a Lender

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













































                                                  SIDLEY AUSTIN BROWN & WOOD LLP
SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     CREDIT SUISSE FIRST BOSTON, as a
                                     Lender

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




                                     CREDIT SUISSE FIRST BOSTON, as a
                                     Lender

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











                                                  SIDLEY AUSTIN BROWN & WOOD LLP
SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                     UNION BANK OF CALIFORNIA, N.A., as a
                                     Lender

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































                                                  SIDLEY AUSTIN BROWN & WOOD LLP
SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                        BAYERISCHE LANDESBANK
                                        GIROZENTRALE (CAYMAN ISLANDS
                                        BRANCH), as a Lender

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


                                        BAYERISCHE LANDESBANK
                                        GIROZENTRALE (CAYMAN ISLANDS
                                        BRANCH), as a Lender

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
























                                                  SIDLEY AUSTIN BROWN & WOOD LLP
SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY THREE-YEAR CREDIT AGREEMENT
<PAGE>
                         MELLON BANK, N.A., as a Lender

                         By:
                            ----------------------------------

                         Name:
                         Title:









































                                                  SIDLEY AUSTIN BROWN & WOOD LLP
SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY THREE-YEAR CREDIT AGREEMENT
<PAGE>
                             FIFTH THIRD BANK (EASTERN
                             MICHIGAN), as a Lender

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







































                                                  SIDLEY AUSTIN BROWN & WOOD LLP
SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                STANDARD FEDERAL BANK, N.A., as a
                                Lender

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






































                                                  SIDLEY AUSTIN BROWN & WOOD LLP
SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                        FIRST INDEPENDENCE BANK OF
                                        DETROIT, as a Lender

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



































                                                  SIDLEY AUSTIN BROWN & WOOD LLP
SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                THE NORTHERN TRUST COMPANY, as a
                                Lender

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





































                                                  SIDLEY AUSTIN BROWN & WOOD LLP
SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY THREE-YEAR CREDIT AGREEMENT
<PAGE>
                                           MORGAN STANLEY BANK, as a Lender

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
































                                                  SIDLEY AUSTIN BROWN & WOOD LLP
SIGNATURE PAGE TO MICHIGAN CONSOLIDATED GAS COMPANY THREE-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>
Citibank, N.A.                  388 Greenwich Street             Same as Domestic Lending
                                21st Floor                       Office
                                New York, NY  10003
                                Attention: Dhaya Ranganathan
                                Telecopier: (212) 816-8098


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


Barclays Bank PLC               200 Park Avenue                  Same as Domestic Lending
                                New York, NY  10166              Office
                                Attention:  Sydney Dennis/
                                            Mark Griffin
                                Telecopier:  (212) 412-7680


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


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


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


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


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


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


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


                                                  SIDLEY AUSTIN BROWN & WOOD LLP
<PAGE>
<TABLE>
<CAPTION>

    NAME OF INITIAL LENDER          DOMESTIC LENDING OFFICE         EURODOLLAR LENDING OFFICE        COMMITMENT

<S>                             <C>                              <C>                                 <C>

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


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


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


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


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


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


Morgan Stanley Bank             2500 Lake Park Boulevard         Same as Domestic Lending
                                Suite 300C                       Office
                                West Valley City, UT  84120
                                Attention:
                                Telecopier:


Total:                                                                                            $100,000,000
</TABLE>



2                                                 SIDLEY AUSTIN BROWN & WOOD LLP
<PAGE>
                                PRICING SCHEDULE
<TABLE>
<CAPTION>

                     LEVEL I      LEVEL II    LEVEL III    LEVEL IV    LEVEL V
                     STATUS       STATUS      STATUS        STATUS     STATUS
<S>                   <C>          <C>         <C>          <C>        <C>
Applicable            0.150%       0.175%      0.200%       0.275%     0.425%
Percentage

Applicable            0.725%       0.825%      0.925%       1.100%     1.955%
  Margin
(Eurodollar
   Rate)

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

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

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

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

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

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

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

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

                  "Moody's Rating" means, at any time, the rating 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.


1                                                 SIDLEY AUSTIN BROWN & WOOD LLP
<PAGE>
                  "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 or Level V Status.

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

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



2                                               SIDLEY AUSTIN BROWN & WOOD LLP

<PAGE>
                                                             EXHIBIT A - FORM OF
                                                                REVOLVING CREDIT
                                                                 PROMISSORY NOTE

U.S.$_______________                               Dated:  _______________, 2002

                  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 Three-Year Credit Agreement dated as of October 25, 2002 (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, Chicago Illinois, 60670, Account No.4811-5286-0000,
Attention: Gloria Steinbrenner, 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.


3                                                 SIDLEY AUSTIN BROWN & WOOD LLP
<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:



4                                                SIDLEY AUSTIN BROWN & WOOD LLP
<PAGE>
                       ADVANCES AND PAYMENTS OF PRINCIPAL



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

<S>          <C>            <C>                    <C>            <C>



























</TABLE>



5                                                SIDLEY AUSTIN BROWN & WOOD LLP
<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
Chicago, Illinois  60670                                      [Date]
Attention:  Dawn Lawler

Ladies and Gentlemen:

                  The undersigned, MICHIGAN CONSOLIDATED GAS COMPANY, refers to
the Three-Year Credit Agreement, dated as of October 25, 2002 (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].]

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

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


6                                                 SIDLEY AUSTIN BROWN & WOOD LLP

<PAGE>

                  (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:



7                                                 SIDLEY AUSTIN BROWN & WOOD LLP

<PAGE>


                                                             EXHIBIT C - FORM OF
                                                       ASSIGNMENT AND ACCEPTANCE

                  Reference is made to the 364-Day Credit Agreement dated as of
October 25, 2002 (as amended or modified from time to time, the "364-Day Credit
Agreement") and to the Three-Year Credit Agreement dated October 25, 2002 (as
amended or modified from time to time, the "Three-Year Credit Agreement", and
together with the 364-Day 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 364-Day Credit Agreement
as of the date hereof equal to the percentage interest specified on Schedule 1
hereto of all outstanding rights and obligations under the 364-Day 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 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 each of
the Credit Agreements or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of each 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 each 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
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, together with copies of the financial statements
referred to in each Section 4.01


8                                                 SIDLEY AUSTIN BROWN & WOOD LLP

<PAGE>


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; (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 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 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 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.

                  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 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 and the Notes for periods prior to the Effective Date
directly between themselves.

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

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

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


9                                                 SIDLEY AUSTIN BROWN & WOOD LLP

<PAGE>



                                   Schedule 1
                                       to
                            Assignment and Acceptance

<TABLE>
<CAPTION>
                                                                              364-Day           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.


10                                                SIDLEY AUSTIN BROWN & WOOD LLP

<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 required by the
         terms of the Credit Agreement.


11                                                SIDLEY AUSTIN BROWN & WOOD LLP

<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 364-Day and Three-Year Credit Agreements, dated as of October
25, 2002, 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 Agreements"), (ii) the 364-Day and Three-Year Credit
Agreements, dated as of October 25, 2002, 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 Agreements"), and (iii) the
364-Day and Three-Year Credit Agreements, dated as of October 25, 2002, 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
Agreements", and together with the DTE Credit Agreements and the DECO Credit
Agreements, 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 25, 2002.

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

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

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

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

         6.       All governmental and third party consents and approvals
                  necessary in connection with the transactions contemplated by
                  the Loan Documents to which each Borrower is a party have been
                  obtained, including in the case of DECO, the orders of the
                  Federal Energy Regulatory Commission (without the imposition
                  of any conditions

12                                                SIDLEY AUSTIN BROWN & WOOD LLP

<PAGE>


                  that are not acceptable to the Lenders), and remain in effect,
                  and no law or regulation is applicable that restrains,
                  prevents or imposes materially adverse conditions upon each
                  Borrower with respect to the transactions contemplated by the
                  Loan Documents to which it is a party.

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

         8.       The Consolidated balance sheets of each of DTE, DECO, MichCon
                  and their respective Subsidiaries as at December 31, 2001, and
                  the related Consolidated statements of income and cash flows
                  of each of DTE, DECO, MichCon and their respective
                  Subsidiaries for the fiscal year then ended, accompanied by an
                  opinion of Deloitte & Touche LLP, independent public
                  accountants, and the condensed Consolidated balance sheets of
                  each of DTE, DECO, MichCon and their respective Subsidiaries
                  as at June 30, 2002 and the related condensed Consolidated
                  statements of income and cash flows of each of DTE, DECO,
                  MichCon and their respective Subsidiaries for the six months
                  then ended, copies of which have been furnished to each
                  Lender, attached hereto as Annex A-1 through A-6 are hereby
                  duly certified by the undersigned, as fairly presenting,
                  subject in the case of said balance sheet as at June 30, 2002,
                  and said statements of income and cash flows for the six
                  months then ended, to year-end audit adjustments, the
                  Consolidated financial condition of each of DTE, DECO, MichCon
                  and their respective Subsidiaries, as applicable, as at such
                  dates and the Consolidated results of the operations of each
                  of DTE, DECO, MichCon and their respective Subsidiaries, as
                  applicable, for the periods ended on such dates, all in
                  accordance with generally accepted accounting principles
                  consistently applied, and the respective reports in which such
                  financial statements are contained are hereby designated as
                  the "SEC Reports" for purposes of the Credit Agreements. Since
                  June 30, 2002 there has been no Material Adverse Change with
                  respect to any of the Borrowers.

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

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


13                                                SIDLEY AUSTIN BROWN & WOOD LLP

<PAGE>



                  Dated as of the ___ day of October, 2002.

                                         DTE ENERGY COMPANY
                                         THE DETROIT EDISON COMPANY
                                         MICHIGAN CONSOLIDATED GAS COMPANY

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


14                                                SIDLEY AUSTIN BROWN & WOOD LLP

<PAGE>




                                                             EXHIBIT E - FORM OF
                                              OPINION OF COUNSEL TO THE BORROWER

                                     [Date]


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

Ladies and Gentlemen:

                  This opinion is furnished to you pursuant to (i) Section
3.01(h)(v) of each of the 364-Day and Three-Year Credit Agreements, dated as of
October 25, 2002, among DTE Energy Company ("DTE"), the financial institutions
from time to time parties thereto (the "DTE Lenders"), and Citibank, N.A., as
agent for said DTE Lenders, Barclays Bank PLC and Banc One Capital Markets,
Inc., as Co-Syndication Agents, and with Salomon Smith Barney Inc., as Lead
Arranger and Sole Book Runner (the "DTE Credit Agreements"), (ii) Section
3.01(h)(v) of each of the 364-Day and Three-Year Credit Agreements, dated as of
October 25, 2002, among The Detroit Edison Company ("DECO"), the financial
institutions parties thereto (the "DECO Lenders") and Barclays Bank PLC, as
agent for said DECO Lenders, Salomon Smith Barney Inc. and Banc One Capital
Markets, Inc., as Co-Syndication Agents, and with Barclays Capital and Banc One
Capital Markets, Inc., as Co-Lead Arrangers and Joint Book Runners (the "DECO
Credit Agreements"), and (iii) Section 3.01(h)(v) of each of the 364-Day and
Three-Year Credit Agreements, dated as of October 25, 2002, among Michigan
Consolidated Gas Company ("MichCon"), the financial institutions parties thereto
(the "MichCon Lenders", and together with the DTE Lenders and the DECO Lenders,
the "Lenders") and Bank One, NA, as agent for said Lenders, Barclays Bank PLC
and Salomon Smith Barney Inc., as Co-Syndication Agents, and with Banc One
Capital Markets, Inc. and Barclays Capital, as Co-Lead Arrangers and Joint Book
Runners (the "MichCon Credit Agreement", and together with the DTE Credit
Agreements and the DECO Credit Agreements, 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.


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                  (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.

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

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

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

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

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

         3.       No authorization, approval or other action by, and no notice
                  to or filing with, any governmental authority or regulatory
                  body or any other third party is required for the due
                  execution, delivery, recordation, filing or performance by
                  each Borrower of the Loan Documents to which each is a party,
                  except such as have been obtained,

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                  including, in the case of DECO, the orders of the Federal
                  Energy Regulatory Commission.

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

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

                  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.

                  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.

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

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


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

                           (ii) 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).

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

                                             Very truly yours,


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                                   Schedule A

Each of the Lenders party to the 364-Day
Credit Agreement, dated as of October 25,
2002, among DTE, Citibank, N.A., as Lender
and Agent, and Banc One Capital Markets,
Inc. and Barclays Bank PLC, as
Co-Syndication Agents, and with Salomon
Smith Barney Inc., as Lead Arranger and
Sole Book Runner.

Each of the Lenders party to the Three-Year
Credit Agreement, dated as of October 25,
2002, among DTE, Citibank, N.A., as Lender
and Agent, and Banc One Capital Markets,
Inc. and Barclays Bank PLC, as
Co-Syndication Agents, and with Salomon
Smith Barney Inc., as Lead Arranger and
Sole Book Runner.

Each of the Lenders party to the 364-Day
Credit Agreement, dated as of October 25,
2002, among DECO, Barclays Bank PLC, as
Lender and Agent, and Salomon Smith Barney
Inc. and Banc One Capital Markets, Inc., as
Co-Syndication Agents, and with Barclays
Capital and Banc One Capital Markets, Inc.,
as Co-Lead Arrangers and Joint Book
Runners.

Each of the Lenders party to the Three-Year
Credit Agreement, dated as of October 25,
2002, among DECO, Barclays Bank PLC, as
Lender and Agent, and Salomon Smith Barney
Inc. and Banc One Capital Markets, Inc., as
Co-Syndication Agents, and with Barclays
Capital and Banc One Capital Markets, Inc.,
as Co-Lead Arrangers and Joint Book
Runners.

Each of the Lenders party to the 364-Day
Credit Agreement, dated as of


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October 25, 2002, among MichCon, Bank One,
NA, as Lender and Agent, and Barclays Bank
PLC and Salomon Smith Barney Inc., as
Co-Syndication Agents, and with Banc One
Capital Markets, Inc. and Barclays Capital,
as Co-Lead Arrangers and Joint Book
Runners.

Each of the Lenders party to the Three-Year
Credit Agreement, dated as of October 25,
2002, among MichCon, Bank One, NA, as
Lender and Agent, and Barclays Bank PLC and
Salomon Smith Barney Inc., as
Co-Syndication Agents, and with Banc One
Capital Markets, Inc. and Barclays Capital,
as Co-Lead Arrangers and Joint Book
Runners.


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                                                             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
Three-Year Credit Agreement dated as of October 25, 2002 (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:


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         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:


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                      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:

                           (i)   Total Net Worth:                         $____

                           (ii)  Plus: Consolidated Debt:                 $____

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                           (iii) Plus: Restructuring Charges Relating to the
                  Merger of MCN Energy Group Inc. with and into DTE Enterprises,
                  Inc.:
                                 $____

                           (iv)  Denominator: Sum of (B)(i) through
                  (B)(iii):                                               $____

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


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