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EXHIBIT 4-203
SUPPORT AGREEMENT BETWEEN
DTE ENERGY COMPANY
AND
DTE CAPITAL CORPORATION
THIS SUPPORT AGREEMENT, dated as of June 10, 1999 ("June 1999
Agreement"), is between DTE ENERGY COMPANY, a Michigan corporation ("Parent"),
and DTE CAPITAL CORPORATION, a Michigan corporation ("Subsidiary").
WHEREAS, Parent is the owner of 100% of the outstanding common stock of
Subsidiary; and further
WHEREAS, Subsidiary, from time to time, intends to guarantee up to $50
million in the aggregate of the obligations of DTE Energy Trading, Inc., a
Michigan corporation and affiliate of Parent ("Trading"), in addition to up to
$100 Million in guarantees of obligations of Trading and another affiliate that
have the benefit of separate Support Agreements, dated January 21, 1998 and
February 24, 1999; and further
WHEREAS, Subsidiary may from time to time make borrowings from the
lenders party to the $400,000,000 Second Amended and Restated Credit Agreement
(such agreement as it may be amended and in effect from time to time, the
"Credit Agreement"), dated as of January 19, 1999 among the Subsidiary, the
lenders party thereto, Citibank, N.A., as Agent and ABN AMRO Bank, N.V.,
Barclays Bank PLC., Bayerische Landesbank Girozentrale, Cayman Islands Branch,
Comerica Bank, Den Danske Bank Aktieselkab and The First National Bank of
Chicago, as Co-Agents; and further
WHEREAS, Parent and Subsidiary desire to take certain actions to
continue to enhance and maintain the financial condition of Subsidiary as
hereinafter set forth in order to enable Subsidiary and Trading to guarantee and
incur indebtedness on more advantageous and reasonable terms; and further
WHEREAS, the parties receiving guarantees from Subsidiary of the
obligations of Trading may rely upon this June 1999 Agreement in extending
credit to Trading and in accepting Subsidiary's guarantee(s);
NOW, THEREFORE, in consideration of the premises, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parent and Subsidiary agree as follows:
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1. STOCK OWNERSHIP. During the term of this June 1999 Agreement,
Parent will own all of the voting common stock of Subsidiary
and The Detroit Edison Company ("DECo") now or hereafter issued
and outstanding.
2. NEGATIVE PLEDGE. During the term of this June 1999 Agreement,
Parent will not create or suffer to exist any lien, security
interest or other charge or encumbrance, upon or with respect
to any voting common stock of DECo from time to time owned by
Parent or any capital stock of Subsidiary from time to time
owned by Parent, provided, however, that any restriction on the
payment of dividends by DECo or Subsidiary contained in any
subordinated debt instrument, preferred stock or preference
stock of DECo or Subsidiary shall not constitute a lien,
security interest or other charge or encumbrance,
3. LIQUIDITY PROVISION. If, during the term of this June 1999
Agreement, Subsidiary is unable to make timely payment of such
amounts as shall be due and payable pursuant to a guarantee
issued by Subsidiary and running to the benefit of any obligee
("Obligee") of Trading, then, Parent promptly shall provide to
Subsidiary, at its request, such funds (in the form of cash or
liquid assets) in an amount sufficient to permit Subsidiary to
make timely payment in respect of such guarantee. If such funds
are advanced to Subsidiary as a loan, such loan shall be on
such terms and conditions, including maturity and rate of
interest, as Parent and Subsidiary shall agree. Notwithstanding
the foregoing, any such loan shall be subordinated to any and
all obligations of Subsidiary owing to any Lender pursuant to
the terms of the Credit Agreement and such amounts as shall be
owing pursuant to guarantees issued by Subsidiary for the
benefit of Obligees of Trading. Each of the parties hereto
acknowledges that Parent's obligations hereunder do not
constitute a guarantee by Parent of the obligations of
Subsidiary.
4. WAIVERS. Parent hereby waives any failure or delay on the part
of Subsidiary in asserting or enforcing any of its rights or in
making any claims or demands hereunder.
5. AMENDMENT, - SUSPENSION. This June 1999 Agreement may be
amended or terminated at any time by written amendment or
agreement signed by both parties; provided, however, that
except as set forth in the next succeeding sentence, no
amendment to the June 1999 Agreement which adversely affects
the rights of
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Subsidiary or any Obligee and no termination of this June 1999
Agreement shall be effective as to Subsidiary or any Obligee
until such time as all amounts contingently owing to all
Obligees by Subsidiary on the date of such amendment or
termination shall have been paid in full or adequate provision
has been made for the payment of same unless such Obligees
shall consent in writing to the contrary.
6. RIGHTS OF OBLIGEE. Subsidiary hereby grants to the Obligees,
Subsidiary's rights under Sections 1, 2, 3 and 4 of this June
1999 Agreement, and, if Subsidiary fails or refuses to take
timely action to enforce its rights under Sections 1, 2, 3 or 4
of this June 1999 Agreement, any Obligee may enforce such
rights on behalf of Subsidiary directly against Parent. Parent
hereby consents to such grant.
7. PARITY. Parent's obligations hereunder shall be pari passau
with Parent's obligations (a) under that certain Support
Agreement ("Credit Agreement Support Agreement") dated as of
January 19, 1999, between Parent and Subsidiary and relating to
the Credit Agreement and (b) under such additional support
agreements as are contemplated by the Credit Agreement Support
Agreement.
8. NOTICES. Any notice, instruction, request, consent, demand or
other communication required or contemplated by this 1999
Agreement shall be in writing, shall be given or made by United
States first class mail, telex, facsimile transmission or hand
delivery, addressed as follows:
If to parent: 0000 0xx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Assistant Treasurer-Banking
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Subsidiary: 0000 0xx Xxxxxx, 000 XXX
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Assistant Treasurer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
9. SUCCESSORS. This June 1999 Agreement shall be binding upon the
parties hereto and their respective successors and assigns and
is
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also intended for the benefit of Obligees, and, notwithstanding
that such Obligees are not parties hereto, Obligees shall be
entitled to the full benefits of this Agreement and to enforce
the covenants and agreements contained herein as set forth in
Section 6. This Agreement is not intended for the benefit of
any person other than Obligees and shall not confer or be
deemed to confer upon any such person any benefits, rights or
remedies hereunder.
10. GOVERNING LAW. This Agreement shall be governed by the laws of
the State of Michigan.
DTE ENERGY COMPANY
BY /s/ L. L. XXXXXXX
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NAME: L. L. XXXXXXX
TITLE: VICE-PRESIDENT AND TREASURER
DTE CAPITAL CORPORATION
BY /s/ X. X. XXXXXX
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NAME: X. X. XXXXXX
TITLE: ASSISTANT TREASURER
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