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EXECUTION COPY
EXHIBIT 10.1
AMENDMENT NO. 1
TO
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.
WITNESSETH
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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(a)
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duly executed originals of th
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