DTE ENERGY COMPANY. By ----------------------------------- Name: Title:
DTE ENERGY COMPANY. BY --------------------------------- NAME: L. L. LOOMXXX TITLE: VICE-PRESIDENT AND TREASURER
DTE ENERGY COMPANY. By ------------------------------------- Title: --------------------------------- ADVANCES AND PAYMENTS OF PRINCIPAL UNPAID AMOUNT OF AMOUNT OF PRINCIPAL PRINCIPAL DATE ADVANCE PAID OR PREPAID BALANCE NOTATION MADE BY ---- --------- ------------------- --------- ----------------
DTE ENERGY COMPANY. By ------------------------------------- Name: D. R. Murphy Title: Assistant Xxxxxxxxx EXHIBIT E - FORM OF OPINION OF ASSOCIATE GENERAL COUNSEL TO THE BORROWER December 16, 2005 To each of the Lenders party to the Agreement defined below DTE Energy Company Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 3.01(g)(iv) of the Letter of Credit and Reimbursement Agreement, dated as of December 16, 2005, among DTE Energy Company (the "Borrower"), the Lenders party thereto, and The Bank of Nova Scotia ("Scotia Capital"), as Administrative Agent (the "Agreement"). Terms defined in the Agreement are used herein as therein defined. I am the Associate General Counsel of the Borrower, and have acted as counsel for the Borrower 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:
DTE ENERGY COMPANY. By ------------------------------------- Name: ---------------------------------- Title: --------------------------------- SCHEDULE 1 TO COMPLIANCE CERTIFICATE Compliance as of _________, ____ with Provisions of Section 5.01(h) of the Agreement FINANCIAL COVENANT Ratio of Consolidated Debt to Capitalization (Section 6.01(i)).
DTE ENERGY COMPANY. By: ---------------------------- Name: N.A. Khouri Title: Vice Prxxxxxxx xxx Treasurer ATTEST: By: ------------------- THE BANK OF NEW YORK By: ----------------------------- Name: Paul Schmalzel Title: Vice Xxxxxxxxx EXHIBIT A FORM OF NOTE THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY ("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. CUSIP NO.: 233331 AG 2 $200,000,000 NO. R--1 DTE ENERGY COMPANY 2002 SERIES A 6.65% SENIOR NOTES DUE 2009 DTE ENERGY COMPANY, a corporation duly organized and existing under the laws of the State of Michigan (herein referred to as the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $200,000,000 on April 15, 2009 ("Stated Maturity" with respect to the principal of this Note), unless previously redeemed, and to pay interest at the rate of 6.650% per annum on said principal sum from April 5, 2002, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal of this Note becomes due and payable, and on any overdue principal and premium and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum during such overdue period. Interest on this Note will be payable semiannually in arrears on April 15 and October 15 of each year (each such date, an "Interest Payment Date"), commencing October 15, 2002. The amount of interest payable f...
DTE ENERGY COMPANY. By --------------------------------------- C.C. Xxxxxx Assistant Treasurer DTE CAPITAL CORPORATION By --------------------------------------- C.C. Xxxxxx Assistant Treasurer 131 EXHIBIT ___ Dated as of January 16, 2001 The undersigned, DTE Capital Corporation (the "COMPANY"), as Grantor under the Collateral Assignment Agreement, dated as of January 19, 1999 (the "COLLATERAL AGREEMENT"), made by the Company to Citibank, N.A., as agent (the "AGENT") for the lenders (the "LENDERS") party to the Second Amended and Restated Credit Agreement, dated as of January 19, 1999 (as amended and restated by the Third Amended and Restated Credit Agreement, dated as of January 18, 2000, among the Company, the lenders party thereto and the Agent and as in effect as of the date hereof, the "EXISTING AGREEMENT"), among the Company, the Lenders and the Agent, hereby consents to the amendment and restatement of the Existing Agreement by the Fourth Amended and Restated Credit Agreement, dated as of January 16, 2001, among the Company, the lenders party thereto and the Agent, and hereby confirms and agrees that (i) the Collateral Agreement is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of, the Credit Agreement, each reference in the Collateral Agreement to the Existing Agreement, the "Credit Agreement", "thereunder", "thereof" or words of like import referring to the Existing Agreement shall mean and be a reference to the Credit Agreement, and (ii) the Collateral Agreement does, and shall continue to, secure the payment of all of the Obligations (as defined in the Collateral Agreement).
DTE ENERGY COMPANY. By: ------------------------------- Title: SIDLEY XXXXXX XXXXX & XXXX LLP 4 ADVANCES AND PAYMENTS OF PRINCIPAL SIDLEY XXXXXX XXXXX & XXXX LLP 5 EXHIBIT B - FORM OF NOTICE OF REVOLVING CREDIT BORROWING Citibank, N.A., as Agent for the Lenders parties to the Credit Agreement referred to below 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: [Date] ----------------- Ladies and Gentlemen: The undersigned, DTE ENERGY COMPANY, refers to the 364-Day 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 Citibank, N.A., 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:
DTE ENERGY COMPANY. By: ------------------------------------- Name: Title: HOLDER SPECIFIED ABOVE (as to obligations of such Holder under the Purchase Contracts evidenced hereby) By: THE BANK OF NEW YORK, not individually but solely as Attorney-in-Fact of such Holder By: ------------------------------------- Authorized Signatory AGENT'S CERTIFICATE OF AUTHENTICATION This is one of the Equity Security Unit Certificates referred to in the within-mentioned Purchase Contract Agreement. THE BANK OF NEW YORK, as Purchase Contract Agent Dated: By: ------------------------------------- Authorized Signatory A-5 (Form of Reverse of Equity Security Unit Certificate) Each Purchase Contract evidenced hereby is governed by a Purchase Contract Agreement, dated as of June 25, 2002 (as may be supplemented from time to time, the "Purchase Contract Agreement"), between the Company and The Bank of New York, as Purchase Contract Agent (including its successors thereunder, herein called the "Agent"), to which Purchase Contract Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Agent, the Company, and the Holders and of the terms upon which the Equity Security Unit Certificates are, and are to be, executed and delivered. In the case of any inconsistency between this Certificate and the Purchase Contract Agreement, the terms of the Purchase Contract Agreement shall prevail.
DTE ENERGY COMPANY. Restricted Stock
