AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

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Exhibit 10.2

AMENDMENT NO. 1

SECOND AMENDED AND RESTATED
FIVE-YEAR CREDIT AGREEMENT

THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT (this “Amendment”) is made as of January 10, 2007, by and among THE DETROIT EDISON COMPANY (the “Borrower”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof (the “Lenders”), BARCLAYS BANK PLC, as Administrative Agent, and CITIBANK, N.A. and JPMORGAN CHASE BANK, N.A., as Co-Syndication Agents, under that certain Second Amended and Restated Five-Year Credit Agreement, dated as of October 17, 2005, by and among the Borrower, the banks, financial institutions and other institutional lenders from time to time parties thereto, the Administrative Agent and the Co-Syndication Agents (as amended, restated or otherwise modified from time to time, the “Credit Agreement”). Defined terms used herein and not otherwise defined herein shall have the meaning given to them in the Credit Agreement.

WITNESSETH

WHEREAS, the Borrower, the Lenders, the Administrative Agent and the Co-Syndication Agents are parties to the Credit Agreement; and

WHEREAS, the Borrower has requested that the Administrative Agent, the Co-Syndication Agents and the Lenders amend the Credit Agreement on the terms and conditions set forth herein;

WHEREAS, the Borrower, the Administrative Agent, the Co-Syndication Agents and the requisite number of Lenders have agreed to amend the Credit 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 Credit Agreement:

Amendments to the Credit Agreement. Effective as of December 31, 2006 (the “Effective Date”) and subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows:

	1.1.		Section 1.01 of the Credit Agreement is amended to insert the following new definitions of “Excluded Pension Effects”, “Funded Debt”, “Guaranteed Obligations”, “Hybrid Equity Securities”, “Mandatorily Convertible Securities”, and “Total Funded Debt” alphabetically therein:

			“Excluded Pension Effects” means the non-cash effects on Consolidated Net Worth resulting from the implementation of FASB Statement of Financial

			Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R), dated September 2006.

			“Funded Debt” means, as to any Person, without duplication: (a) all Debt of such Person for borrowed money or which has been incurred in connection with the acquisition of assets (excluding (i) contingent reimbursement obligations in respect of letters of credit and bankers’ acceptances, (ii) Nonrecourse Debt, (iii) Junior Subordinated Debt, (iv) Mandatorily Convertible Securities, and (v) Hybrid Equity Securities), (b) all capital lease obligations of such Person and (c) all Guaranteed Obligations of Funded Debt of other Persons.

			“Guaranteed Obligations” has the meaning specified in clause (h) of the definition of “Debt”.

			“Hybrid Equity Securities” means any securities issued by the Borrower or its Subsidiary or a financing vehicle of the Borrower or its Subsidiary that (i) are classified as possessing a minimum of “intermediate equity content” by S&P, Basket C equity credit by Xxxxx’x, and 50% equity credit by Fitch and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Revolving Credit Advances and all other amounts due under this Agreement.

			“Mandatorily Convertible Securities” means any mandatorily convertible equity-linked securities issued by the Borrower or its Subsidiary, so long as the terms of such securities require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to at least 91 days after the later of the termination of the Commitments and the repayment in full of the Revolving Credit Advances and all other amounts due under this Agreement.

			“Total Funded Debt” means all Funded Debt of the Borrower and its Consolidated Subsidiaries, on a consolidated basis, as determined in accordance with GAAP.

	1.2.		Section 1.01 of the Credit Agreement is amended to delete the definition of “Excluded Hedging Debt” in its entirety.

	1.3.		Section 1.01 of the Credit Agreement is amended to delete the definition of “Capitalization” in its entirety and to substitute the following therefor:

			“Capitalization” means the sum of (a) Total Funded Debt plus (b) Consolidated Net Worth.

	1.4.		Section 1.01 of the Credit Agreement is amended to delete the definition of “Consolidated Net Worth” in its entirety and to substitute the following therefor:

			“Consolidated Net Worth” means, as of any date of determination, the consolidated total stockholders’ equity, including capital stock (but excluding treasury stock and capital stock subscribed and unissued), additional paid-in capital and retained earnings (but excluding the Excluded Pension Effects) of the Borrower and its Subsidiaries determined in accordance with GAAP.

	1.5.		Section 1.01 of the Credit Agreement is amended to insert at the end of clause (h) of the definition of “Debt” the following: “(all such obligations under this clause (h) being “Guaranteed Obligations”).

	1.6.		Section 6.01(i) of the Credit Agreement is amended and restated in its entirety to read as follows:

			(i)The Borrower and its Subsidiaries, on a Consolidated basis, shall, as of the last day of any fiscal quarter of the Borrower, have a ratio of (a) Total Funded Debt to (b) Capitalization in excess of .65:1; or

	1.7.		Exhibit F of the Credit Agreement is amended and restated in its entirety to read as set forth in the form attached hereto.

Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received:

	(a)		duly executed originals of this Amendment from each of the Borrower, the requisite number of Lenders required pursuant to Section 8.01 and the Administrative Agent; and

	(b)		such other documents, instruments and agreements as the Administrative Agent shall reasonably request.

Representations and Warranties and Reaffirmations of the Borrower.

	3.1.		The Borrower hereby represents and warrants that (i) this Amendment and the Credit Agreement as previously executed and as modified hereby constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their terms (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally), and (ii) no Default or Event of Default has occurred and is continuing.

	3.2.		Upon the effectiveness of this Amendment and after giving effect hereto, the Borrower hereby reaffirms all covenants, representations and warranties made in the Credit Agreement as modified hereby, and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the Effective Date, except that any such covenant, representation, or warranty that was made as of a specific date shall be considered reaffirmed only as of such date.

Reference to the Effect on the Credit Agreement.

	4.1.		Upon the effectiveness of Section 1 hereof, on and after the date hereof, each reference in the Credit Agreement (including any reference therein to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring thereto) or in any other Loan Document shall mean and be a reference to the Credit Agreement as modified hereby.

	4.2.		Except as specifically modified above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect, and are hereby ratified and confirmed.

	4.3.		The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

	4.4.		Upon satisfaction of the conditions set forth in Section 2 hereof and the execution hereof by the Borrower and the Required Lenders, this Amendment shall be binding upon all parties to the Credit Agreement.

5.		GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

6.		Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

7.		Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.


		THE DETROIT EDISON COMPANY, as the Borrower

		By:		/s/ Xxxxx X. Xxxxxx

		Name: Xxxxx X. Xxxxxx
		Title: Assistant Treasurer

Signature Page to
The Detroit Edison Company
Amendment No. 1 to Second Amended and Restated Five-Year Credit Agreement


		BARCLAYS BANK PLC, as Administrative Agent and as a Lender

		By:		/s/ Xxxxx Xxxxxx

		Name: Xxxxx Xxxxxx Title: Associate Director

		CITIBANK, N.A., as Co-Syndication Agent and as a Lender

		By:		/s/ Xxxx Xxxxxx

		Name: Xxxx Xxxxxx Title: Vice President

		JPMORGAN CHASE BANK, N.A., as Co- Syndication Agent and as a Lender

		By:		/s/ Xxxxx X. Xxxxxx

		Name: Xxxxx X. Xxxxxx Title: Vice President

Signature Page to
The Detroit Edison Company
Amendment No. 1 to Second Amendment And Restated Five-Year Credit Agreement

Signature Page to
The Detroit Edison Company
Amendment No. 1 to Second Amendment And Restated Five-Year Credit Agreement

Signature Page to
The Detroit Edison Company
Amendment No. 1 to Second Amendment And Restated Five-Year Credit Agreement


		BNP PARIBAS, as a Lender

		By		/s/ Xxxxxxx X. Xxxxxxx

		Name: Xxxxxxx X. Xxxxxxx Title: Managing Director

		By		/s/ Xxxx X. Xxxxxx

		Name: Xxxx X. Xxxxxx Title: Managing Director

Signature Page to
The Detroit Edison Company
Amendment No. 1 to Second Amendment And Restated Five-Year Credit Agreement

Signature Page to
The Detroit Edison Company
Amendment No. 1 to Second Amendment And Restated Five-Year Credit Agreement

Signature Page to
The Detroit Edison Company
Amendment No. 1 to Second Amended and Restated Five-Year Credit Agreement


		UBS LOAN FINANCE LLC, as a Lender

		By		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Director

		By		/s/ Xxxx X. Xxxx

		Name: Xxxx X. Xxxx
		Title: Associate Director

Signature Page to
The Detroit Edison Company
Amendment No. 1 to Second Amended and Restated Five-Year Credit Agreement

Signature Page to
The Detroit Edison Company
Amendment No. 1 to Second Amended and Restated Five-Year Credit Agreement

Signature Page to
The Detroit Edison Company
Amendment No. 1 to Second Amended and Restated Five-Year Credit Agreement


		CREDIT SUISSE, CAYMAN ISLANDS BRANCH (formerly known as CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH), as a Lender

		By		/s/ Xxxxx Xx
		Name: Xxxxx Xx
		Title: Director

		By		/s/ Xxxxxxx Xxxxx

		Name: Xxxxxxx Xxxxx
		Title: Associate

Signature Page to
The Detroit Edison Company
Amendment No. 1 to Second Amended and Restated Five-Year Credit Agreement


		DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender

		By		/s/ Xxxxxx Xxxxxxxxxx
		Name: Xxxxxx Xxxxxxxxxx
		Title: Director

		By		/s/ Xxxxxx Xxxxx

		Name: Xxxxxx Xxxxx
		Title: Vice President

Signature Page to
The Detroit Edison Company
Amendment No. 1 to Second Amended and Restated Five-Year Credit Agreement

Signature Page to
The Detroit Edison Company
Amendment No. 1 to Second Amended and Restated Five-Year Credit Agreement


		THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (successor-by-merger to UFJ Bank Limited), as a Lender

		By		/s/ Chi-Xxxxx Xxxx

		Name: Chi-Xxxxx Xxxx
		Title: Authorized Signatory

Signature Page to
The Detroit Edison Company
Amendment No. 1 to Second Amended and Restated Five-Year Credit Agreement


		BANK HAPOALIM B.M., as a Lender

		By

		Name:
		Title:

		By

		Name:
		Title:

Signature Page to
The Detroit Edison Company
Amendment No. 1 to Second Amended and Restated Five-Year Credit Agreement


		XXXXXXX STREET COMMITMENT CORPORATION (recourse only to assets of Xxxxxxx Street Commitment Corporation), as a Lender

		By

		Name:
		Title:

Signature Page to
The Detroit Edison Company
Amendment No. 1 to Second Amended and Restated Five-Year Credit Agreement


		MELLON BANK, N.A., as a Lender

		By		/s/ Xxxxxx X. Xxxxxxxxxx, Xx.

		Name: Xxxxxx X. Xxxxxxxxxx, Xx.
		Title: Vice President

Signature Page to
The Detroit Edison Company
Amendment No. 1 to Second Amended and Restated Five-Year Credit Agreement


		LASALLE BANK NATIONAL ASSOCIATION, as a Lender

		By

		Name:
		Title:

Signature Page to
The Detroit Edison Company
Amendment No. 1 to Second Amended and Restated Five-Year Credit Agreement


		MIZUHO CORPORATE BANK, LTD., as a Lender

		By		/s/ Xxxxxxx Xxxxxxx

		Name: Xxxxxxx Xxxxxxx
		Title: Deputy General Manager

Signature Page to
The Detroit Edison Company
Amendment No. 1 to Second Amended and Restated Five-Year Credit Agreement


		XXXXXX XXXXXXX BANK, as a Lender

		By		/s/ Xxxx Xxxxxxx

		Name: Xxxx Xxxxxxx
		Title: Second – Vice President

Signature Page to
The Detroit Edison Company
Amendment No. 1 to Second Amended and Restated Five-Year Credit Agreement


		THE NORTHERN TRUST COMPANY, as a Lender

		By

		Name:
		Title:

Signature Page to
The Detroit Edison Company
Amendment No. 1 to Second Amended and Restated Five-Year Credit Agreement

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 Second Amended and Restated Five-Year Credit Agreement, dated as of October 17, 2005 (as amended or modified from time to time, the “Agreement”) among The Detroit Edison Company, a Michigan corporation (the “Borrower”), the lenders parties thereto, and Barclays Bank PLC, 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 1 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:

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 , .


		THE DETROIT EDISON 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 Total Funded Debt to Capitalization (Section 6.01(i)).


(A) Numerator (Total Funded Debt):
(i) Debt for borrowed money or which has been incurred in connection with the acquisition of assets (exclusive of contingent reimbursement obligations in respect of letters of credit and bankers’ acceptances):		$
(ii) Minus: Nonrecourse Debt:		-$
(iii) Minus: Junior Subordinated Debt:		-$
(iv) Minus: Mandatorily Convertible Securities:		-$
(v) Minus: Hybrid Equity Securities:		-$
(vi) Plus: Capital lease obligations:		+$
(vii) Plus: Guaranty Obligations of Funded Debt of other Persons:		+$
(viii) Numerator: (A)(i) minus (A)(ii) through (A)(v) plus (A)(vi) plus (A)(vii):		$

(B) Denominator (Capitalization):
(i) Total Funded Debt: (A)(viii)		$
(ii) Plus: Consolidated Net Worth:		+$
(iii) Denominator: (B)(i) plus (B)(ii):		$

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

THE BANK OF NOVA SCOTIA, as Co-
Documentation Agent and as a Lender

/s/ Xxxxx X. Xxxxxx

Name: Xxxxx X. Xxxxxx
Title: Managing Director