AMENDMENT NO. 2

Exhibit 10.4

EXECUTION VERSION

AMENDMENT NO. 2

TO

FOURTH AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

THIS AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT (this “Amendment”) is made as of June 3, 2021, by and among DTE ENERGY COMPANY (the “Borrower”), the lenders listed on the signature pages hereof (the “Lenders”), and CITIBANK, N.A. (“Citibank”), as Administrative Agent (the “Administrative Agent”), under that certain Fourth Amended and Restated Five-Year Credit Agreement, dated as of April 15, 2019, by and among the Borrower, the lenders from time to time parties thereto and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used but not otherwise defined herein shall have the meaning given to them in the Credit Agreement.

WITNESSETH

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement;

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

WHEREAS, the Borrower, the Administrative Agent and the 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:

1.    Amendments to the Credit Agreement. Effective as of June 3, 2021 (the “Amendment 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 hereby amended to insert the following new definition alphabetically therein:

“Midstream Business Spin-Off” means the spin-off of the Borrower’s non-utility natural gas pipeline, storage and gathering business as announced by the Borrower on October 27, 2020, including the approval thereof by the Borrower’s board of directors and Form 10 registration statement in respect thereof being declared effective by the Securities and Exchange Commission.

1.2.    Section 6.01(i) of the Credit Agreement is hereby amended and restated in its entirety 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 (i) solely to the extent the Midstream Business Spin-Off shall have been consummated prior to the last day of such fiscal quarter, as of the last day of any fiscal quarter of the Borrower ending during the period commencing on September 30, 2021 to and including December 31, 2022, 0.70:1 or (ii) as of the last day of any other fiscal quarter of the Borrower, 0.65:1; provided that for purposes of calculating the foregoing ratio as of the last day of any fiscal quarter other than any fiscal quarter ending on June 30, “Total Funded Debt” for purposes of clauses (a) and (b) above shall be calculated exclusive of all Excluded Short-Term Debt outstanding as of such date;

2.    Conditions of Effectiveness. This Amendment shall become effective as of the Amendment Effective Date upon the Administrative Agent’s receipt of (a) duly executed counterparts of the signature pages hereof by each of the Borrower, the Required Lender and the Administrative Agent, (b) an amendment fee equal to $10,000 for the account of each Lender that delivers its executed signature page hereto by 5:00 p.m. (New York City time) on June 2, 2021 (or such later time as the Administrative Agent and the Borrower shall agree), and (c) such other documents, instruments and agreements as the Administrative Agent shall reasonably request.

3.    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 Amendment 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.

4.    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 Credit Agreement,” “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.

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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 any Lender, 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, each Lender and the Administrative Agent, this Amendment shall be binding upon all parties to the Credit Agreement.

4.5.    This Amendment shall constitute a Loan Document.

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. Delivery of an executed counterpart of a signature page to this Agreement by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

8.    Sections 8.11 and 8.12 of the Credit Agreement are hereby incorporated by reference into this Amendment and shall apply hereto mutatis mutandis.

[SIGNATURE PAGES FOLLOW]

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

DTE ENERGY COMPANY, as the

Borrower

By:

Name:

Title:

Signature Page to Amendment No. 2 to Fourth Amended and Restated Five-Year Credit Agreement

DTE Energy Company

CITIBANK, N.A., as Administrative Agent

and as a Lender

By:

Name:

Title:

Signature Page to Amendment No. 2 to Fourth Amended and Restated Five-Year Credit Agreement

DTE Energy Company

___________________, as a Lender

By:

Name:

Title:

Signature Page to Amendment No. 2 to Fourth Amended and Restated Five-Year Credit Agreement

DTE Energy Company