LETTER OF CREDIT AND REIMBURSEMENT
AGREEMENT
THIS
AMENDMENT NO. 1 TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT
(this “ Amendment ”) is made as of
December 15, 2006, by and among DTE ENERGY COMPANY (the
“ Borrower ”), the banks, financial institutions
and other institutional lenders listed on the signature pages
hereof (the “ Lenders ”), and THE BANK OF NOVA
SCOTIA, as Administrative Agent and as the LC Issuer, under that
certain Letter of Credit and Reimbursement Agreement, dated as of
December 16, 2005, by and among the Borrower, the banks,
financial institutions and other institutional lenders from time to
time parties thereto and the Administrative Agent (as amended,
restated or otherwise modified from time to time, the “
Agreement ”). Defined terms used herein and not
otherwise defined herein shall have the meaning given to them in
the Agreement.
WHEREAS,
the Borrower, the Lenders, the LC Issuer and the Administrative
Agent are parties to the Agreement; and
WHEREAS,
the Borrower has requested that the Administrative Agent, the LC
Issuer and the Lenders amend the Agreement on the terms and
conditions set forth herein;
WHEREAS,
the Borrower, the Administrative Agent, the LC Issuer and the
requisite number of Lenders have agreed to amend the Agreement on
the terms and conditions set forth herein;
NOW,
THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto have agreed to the following
amendments to the Agreement:
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1.
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Amendments to the
Agreement .
Effective as of December 15, 2006 (the “ Effective
Date ”) and subject to the satisfaction of the conditions
precedent set forth in Section 2 below, the Agreement is
hereby amended as follows:
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1.1.
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Section 1.01
of the Agreement is
amended to delete the phrase “December 15, 2006”
now appearing in the definition of “ Commitment
Termination Date ”, and to substitute the following
therefor: “December 14, 2007”.
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1.2.
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Schedule I
of the Agreement is
amended to delete each occurrence of the phrase
“$150,000,000” now appearing therein, and to substitute
the following therefor: “$43,380,000”.
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2.
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Conditions of
Effectiveness . The effectiveness of this
Amendment is subject to the conditions precedent that the
Administrative Agent shall have received on or before the Effective
Date:
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