DTE Energy 8K Entry into a Material Definitive Agreement | DTE 14 Dec 06

Exhibit 10.1

Execution Copy

LOAN AGREEMENT

Between

Michigan Strategic Fund

And

The Detroit Edison Company

$68,500,000
Michigan Strategic Fund
Variable Rate Limited Obligation Revenue Bonds
(The Detroit Edison Company Exempt Facilities Project),
Series 2006CT

Dated as of

December 1, 2006

TABLE OF CONTENTS


	Page
PARTIES		1
RECITALS:		1
ARTICLE I DEFINITIONS AND INTERPRETATIONS		1
Section 1.1. Definitions		1
Section 1.2. Interpretations		2
ARTICLE II USE OF PROCEEDS		3
Section 2.1. Project Fund		3
Section 2.2 Investment of Bond Fund and Project Fund; Non-Arbitrage Covenant		3
ARTICLE III ISSUANCE OF THE BONDS; LOAN; DISPOSITION OF LOAN PROCEEDS		3
Section 3.1. Issuance of the Bonds		3
Section 3.2. Loan		4
Section 3.3 Procurement of Municipal Bond Insurance Policy		4
ARTICLE IV COMPANY OBLIGATIONS, LOAN PAYMENTS AND OTHER PECUNIARY OBLIGATIONS		4
Section 4.1. Company Approval of Issuance of Bonds		4
Section 4.2. Refunding of Bonds		4
Section 4.3. Redemption of Bonds		4
Section 4.4. Loan Payments		5
Section 4.5. Purchase Price Payments of the Company		7
Section 4.6. Administrative Expenses		7
Section 4.7. Payment of Other Costs of Issuer		7
Section 4.8. Obligations of the Company Absolute and Unconditional		7
Section 4.9. Option to Prepay Amounts Under Agreement in Whole in Certain Events		8
Section 4.10. Company’s Performance Under Indenture		8
Section 4.11 Credit Facility		8
ARTICLE V OTHER MATTERS REGARDING THE PROJECT		10
Section 5.1. Modifications of Project		10
Section 5.2. Issuer Relieved From Responsibility With Respect to Project		10
Section 5.3. Casualty and Condemnation		10
Section 5.4. Access to Project and Records		10
ARTICLE VI REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ISSUER		10
Section 6.1. Representations and Warranties of the Issuer		10
Section 6.2. Covenants of the Issuer		12
ARTICLE VII INDEMNIFICATION; REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY		13
Section 7.1. Indemnification of Issuer and Indemnified Persons		13
Section 7.2. Filing and Recording		14

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	Page
Section 7.3. Removal of Liens		14
Section 7.4. Federal Income Tax Exemption		14
Section 7.5. Company Representations and Covenants		17
Section 7.6. Maintenance of Corporate Existence		18
Section 7.7. Financial Information		18
Section 7.8. Agreement of Issuer Not to Assign or Pledge		19
Section 7.9. Reference to Bonds Ineffective After Bonds Paid		19
Section 7.10. Assignments or Lease of Project		19
Section 7.11. Amendment of Agreement or Indenture		19
Section 7.12. Indemnification of the Trustee, the Paying Agent and the Registrar		19
ARTICLE VIII ASSIGNMENT		20
Section 8.1. Assignment by the Company		20
Section 8.2. Issuer’s Rights of Assignment		20
ARTICLE IX EVENTS OF DEFAULT AND REMEDIES		20
Section 9.1. Trustee and Remedies		20
Section 9.2. Annulment of Acceleration		21
Section 9.3. Agreement to Pay Attorneys’ Fees and Expenses		22
Section 9.4. General Enforcement Provisions		22
ARTICLE X GENERAL PROVISIONS		22
Section 10.1. Force Majeure		22
Section 10.2. Third Party Beneficiaries		23
Section 10.3. Notices; Communications		23
Section 10.4. Amendments, Governing Law, Etc		24
Section 10.5. Severability		24
Section 10.6. Term of Agreement		24
Section 10.7. Company’s Approval of Bond Documents		24
Section 10.8. Counterparts		24
Section 10.9. Captions		24
Section 10.10. Payments on Non-Business Days		24

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Loan Agreement

between

Michigan Strategic Fund

and

The Detroit Edison Company

THIS LOAN AGREEMENT, dated as of December 1, 2006, is made and entered into between MICHIGAN STRATEGIC FUND, a public body corporate and politic of the State of Michigan (the “Issuer”), and THE DETROIT EDISON COMPANY, a Michigan corporation (the “Company”).

R E C I T A L S:

The Issuer is authorized and empowered under the Michigan Strategic Fund Act, which is Act No. 270, Public Acts of Michigan, 1984, as amended (the “Act”), to issue bonds for the purpose of paying all or part of the cost of the construction, acquisition, improvement and installation of solid waste disposal facilities of the Company, and to enter into loan agreements for the purpose of providing funds sufficient to pay the principal of, and premium, if any, and interest on, such bonds; and

The Issuer proposes to issue and sell bonds and to lend the proceeds thereof to the Company to be used to finance the Project, all in accordance with the Bond Resolution adopted by the governing body of the Issuer on November 15, 2006.

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby and in consideration of the premises, DO HEREBY AGREE as follows:

ARTICLE I
DEFINITIONS AND INTERPRETATIONS

Section 1.1.Definitions. Capitalized terms used in this Agreement, including the recitals hereto, which are defined in the Indenture and not defined in this Agreement have the same meanings which are assigned to such terms in the Indenture (as defined below). The following terms have the meanings assigned to them below whenever they are used in this Agreement. Except where the context otherwise requires, words imparting the singular number shall include the plural number and vice versa. Reference to any Bond Document means that Bond Document as amended or supplemented from time to time. Reference to any party in a Bond Document means that party and its successors and assigns.

“Act” means the Michigan Strategic Fund Act, Act No. 270, Public Acts of Michigan, 1984, as amended.

“Agreement” means this Loan Agreement.

“Costs of Issuance” means any items of expense directly or indirectly payable or reimbursable by the Company and directly or indirectly attributable to the authorization, sale and issuance of the Bonds, including, but not limited to: printing costs; costs of preparation and reproduction of documents; initial fees and charges of the Trustee, the Registrar and the Paying Agent; legal fees and charges, if any; underwriting discount or fees paid to the Underwriter in connection with the initial offering and sale of the Bonds; the Issuer fees and direct out-of-pocket expenses incurred in issuing and paying the Bonds and loaning the proceeds of the Bonds to the Company; municipal bond insurance premiums; fees and disbursements of Bond Counsel and other attorneys’ fees; and costs of credit ratings.

“Event of Default” means an Event of Default as defined in Section 9.1(b) of this Agreement.

“Force Majeure” means acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, orders of any kind of the government of the United States of America, or of any state thereof, or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, tornadoes, storms, floods, washouts, droughts, arrests, restraining of government and people, civil disturbances, explosions, nuclear accidents, wars, breakage or accidents to machinery, transmission pipes or canals, partial or entire failure of utilities or energy suppliers, shortages of labor, material, supplies or transportation, or any other cause not reasonably within the control of the party claiming the inability to perform.

“Indemnified Persons” means the Issuer or any of its officers, members, employees, agents, and any other Person acting for or on behalf of the Issuer.

“Indenture” means that certain Trust Indenture, dated as of the date of this Agreement, between the Issuer and the Trustee, pursuant to which the Bonds are issued.

“Loan Payments” means the payments to be made by the Company pursuant to Section 4.4 of this Agreement.

“Organizational Documents” means as to the Company, its Articles of Incorporation as filed with the Secretary of State of the State of Michigan, and its Bylaws in effect on the date of this Agreement.

“Project” means the construction, acquisition, improvement and installation of certain solid waste disposal facilities at the Plant.

“Project Costs” means costs incurred with respect to the construction, acquisition and installation of the Project, including interest on the Bonds paid during or attributable to the period of construction of the Project.

“State” means the State of Michigan.

Section 1.2.Interpretations. The table of contents and article and section headings of this Agreement are for reference purposes only and shall not affect its interpretation in any respect.

ARTICLE II
USE OF PROCEEDS

Section 2.1.Project Fund. The Issuer has authorized the issuance and sale of the Bonds in the aggregate principal amount of $68,500,000. Upon issuance and delivery thereof, the net proceeds of the Bonds shall be delivered by the Issuer to the Company for deposit to the Project Fund established on the books of the Company in accordance with Section 6.01 of the Indenture. The Company shall withdraw amounts on deposit in the Project Fund from time to time to pay Project Costs and Costs of Issuance of the Bonds.

The obligations of the Issuer and the Company under this Agreement are expressly conditioned upon delivery of the Bonds and receipt of the proceeds thereof.

Section 2.2Investment of Bond Fund and Project Fund; Non-Arbitrage Covenant. Any moneys held as part of the Project Fund shall be invested or reinvested by the Company in accordance with Section 6.01 of the Indenture. Any moneys held as part of the Bond Fund shall be invested, reinvested or applied by the Trustee in accordance with and subject to the conditions of Article VII of the Indenture. The Company and the Issuer shall make no use of the proceeds of the Bonds, or any funds which may be deemed to be proceeds of the Bonds pursuant to Section 148 of the Code and the applicable regulations thereunder, which would cause the Bonds to be “arbitrage bonds” within the meaning of such Section and such regulations, and the Company shall comply with the requirements of such Section and such regulations while any Bonds remain Outstanding.

In order to ensure that interest on the Bonds is not and will not become subject to federal income taxes as a result of failure of the Bonds to satisfy Section 103(b) of the Code, the Company covenants with the Issuer and the Trustee that it will, on or before the date of issuance of the Bonds, supply to the Issuer and the Trustee all information required under Internal Revenue Service Form 8038, Information Return for Private Activity Bond Issues.

ARTICLE III
ISSUANCE OF THE BONDS;
LOAN; DISPOSITION OF LOAN PROCEEDS

Section 3.1.Issuance of the Bonds. The Issuer agrees that immediately following the delivery of this Agreement it will execute and deliver the Indenture and issue, sell and deliver the Bonds to the Underwriter. The Bonds shall be limited obligations of the Issuer and shall be payable by the Issuer solely out of the Revenues derived from or in connection with the Bond Documents. The Bonds shall never be payable out of any other funds of the Issuer or the State.

The Company agrees to pay, promptly following demand therefor, all Costs of Issuance paid, incurred or charged by the Issuer, the Trustee, the Paying Agent, the Remarketing Agent, the Auction Agent and the Registrar, including without limitation all fees required to be paid to the Issuer by the Company, and all out-of-pocket expenses and costs of issuance reasonably incurred by the Issuer, the Trustee, the Paying Agent, the Remarketing Agent, the Auction Agent and the Registrar in connection with the issuance and remarketing of the Bonds.

Section 3.2.Loan. Concurrently with the delivery of the Bonds, the Issuer will, upon the terms and subject to the conditions of this Agreement, lend to the Company an amount equal to the aggregate principal amount of the Bonds, by deposit of the proceeds thereof to the Project Fund in accordance with the Indenture for application to Project Costs and Costs of Issuance of the Bonds.

Section 3.3Procurement of Municipal Bond Insurance Policy. The Company, at no cost to the Issuer, shall procure the Municipal Bond Insurance Policy so that it is in full force and effect concurrent with the delivery of the Bonds by the Issuer to secure the payment of the principal of and interest on the Bonds.

ARTICLE IV
COMPANY OBLIGATIONS, LOAN PAYMENTS
AND OTHER PECUNIARY OBLIGATIONS

Section 4.1.Company Approval of Issuance of Bonds. Simultaneously with the authorization of this Agreement by the governing body of the Issuer, the governing body of the Issuer has adopted the Bond Resolution and authorized the execution of the Indenture. The Company hereby approves the Bond Resolution and the Indenture. It is hereby agreed that the foregoing approval of the Bond Resolution and the Indenture constitutes the acknowledgement and agreement of the Company that the Bonds, when issued, sold and delivered as provided in the Bond Resolution and the Indenture, will be issued in accordance with and in compliance with this Agreement, notwithstanding any other provisions of this Agreement or any other contract or agreement to the contrary. Any Owner is entitled to rely fully and unconditionally on the foregoing approval. Notwithstanding any provisions of this Agreement or any other contract or agreement to the contrary, the Company’s approval of the Bond Resolution and the Indenture shall be the Company’s agreement that all pledges, covenants and provisions in this Agreement and the Indenture affecting the Company shall, upon the delivery of the Bonds and the Indenture, become unconditional, valid and binding pledges, covenants and obligations of the Company so long as the Bonds and the interest thereon are outstanding and unpaid. Particularly, the obligation of the Company to pay, promptly when due, all Loan Payments specified in this Agreement and the Indenture shall be absolute and unconditional, and said obligation may be enforced as provided in this Agreement and the Indenture.

Section 4.2.Refunding of Bonds. After the issuance of any Bonds, the Issuer shall not refund any of the Bonds or change or modify the Bonds in any way, except as provided for in the Indenture, without the prior written approval of an Authorized Company Representative; nor shall the Issuer redeem any Bonds prior to the Maturity Date except upon the written request of an Authorized Company Representative, unless such redemption is required by the Indenture.

Section 4.3.Redemption of Bonds. The Issuer, upon the written request of the Company (and provided that the affected Bonds are subject to redemption prior to maturity at the option of the Issuer, or the Company, and provided that such request is received in sufficient time prior to the date upon which such redemption is proposed), promptly shall take or cause to be taken all action that may be necessary under the applicable redemption provisions to effect such redemption prior to maturity, to the full extent of funds either made available for such purpose by the Company or already on deposit in the Bond Fund and available for such purpose. The redemption of any Outstanding Bonds prior to maturity at any time shall not relieve the

Company of its absolute and unconditional obligation to pay each remaining Loan Payment, with respect to any Outstanding Bonds, as specified in the Indenture. If a redemption of Bonds is required pursuant to the provisions of the Indenture, the Company agrees as provided herein to promptly make Loan Payments sufficient to pay the principal of, premium, if any, and interest on the Bonds due on such redemption date.

Section 4.4.Loan Payments. (a) To repay the loan, the Company hereby covenants and agrees to make the Loan Payments, as hereinafter provided in subsections (b), (c), (f) and (h) of this Section 4.4, to the Trustee, or the Paying Agent for the account of the Trustee, on behalf of the Issuer in accordance with this Agreement.

(b) The Company shall make Loan Payments, subject to the limitations of subsection (e) below of this Section 4.4, in immediately available funds directly to the Trustee or the Paying Agent for deposit in the Bond Fund on or before each day on which any payment of principal of, premium, if any, or interest on the Bonds shall become due (whether at maturity or upon redemption or acceleration or otherwise) in an amount which, together with other money held by the Trustee under the Indenture and available therefor, will enable the Trustee to make such payment in full when due in accordance with the Indenture.

(c) In the event the Company should fail to make any of the Loan Payments required in this Section, the Loan Payment so in default shall continue as an obligation of the Company until the amount in default shall have been fully paid, and the Company agrees to pay the same with interest thereon at the rate then borne by the Bonds, to the extent permitted by law and subject to the provisions of subsection (e) below, from the date when such payment was due as provided in the Indenture.

(d) If, subsequent to or on a date on which the Company is obligated to pay the Loan Payments (subject to provisions of Article VIII of the Indenture), losses (net of gains) shall be incurred in respect of any investments, or any other event has occurred causing the money in the Bond Fund, together with any other money then held by the Trustee and available for the purpose of the Bond Fund, to be less than the amount sufficient at the time of such occurrence or other event to pay, in accordance with the provisions of the Indenture, all amounts due and payable or to become due and payable, the Trustee shall notify the Company of such fact and thereafter the Company, as and when required for purposes of such Bond Fund, shall pay in immediately available funds to the Trustee for deposit in the Bond Fund the amount of any such reduction below such sufficient amount.

(e) Notwithstanding any provision of the Bond Documents to the contrary, in no event (including without limitation the acceleration of maturity of the Bonds or the redemption of the Bonds pursuant to the Bond Documents) shall the amount of interest contracted for, charged, received, reserved or taken in connection with the loan made hereunder (together with any other costs or considerations that constitute interest under applicable law which are contracted for, charged, received, reserved or taken pursuant to the Bond Documents) (collectively, “Interest”) exceed the amount of interest which could have been contracted for, charged, reserved, received or taken at the Maximum Interest Rate. This provision shall be held to operate to deny the Owners the right, in any event, to collect usury.

(f) The Company further agrees that in the event payment of the principal of and the interest on the Bonds is accelerated upon the occurrence of an Event of Default under the Indenture, all amounts payable under Section 4.4(b) for the remainder of the term hereof (other than interest not yet due) shall be immediately due and payable.

(g) Any amount held in the Bond Fund on any payment date specified in subsection (b) above shall be credited against the Loan Payments required to be made by the Company on such date.

(h) The Company shall be obligated to prepay in whole or in part the amounts payable hereunder upon a Determination of Taxability (as defined below) giving rise to a mandatory redemption of the Bonds pursuant to Section 4.03 of the Indenture, by paying an amount equal to, when added to other funds on deposit in the Bond Fund, the aggregate principal amount of the Bonds to be redeemed pursuant to the Indenture plus accrued interest to the redemption date.

(i) The Company shall cause a mandatory redemption to occur within 180 days after a Determination of Taxability (as defined below) shall have occurred. A“Determination of Taxability”shall be deemed to have occurred if, as a result of the failure of the Company to observe any covenant, agreement or representation in this Agreement, an opinion of Bond Counsel obtained by the Company, or a final decree or judgment of any federal court or a final action of the Internal Revenue Service determines that interest paid or payable on any Bond is or will be includible in the gross income of an Owner of the Bonds for federal income tax purposes under the Code (other than an Owner who is a “substantial user” or “related person” within the meaning of Section 147(a) of the Code). However, no such decree or action will be considered final for this purpose unless the Company has been given written notice of the same, either directly or in the name of any Owner of a Bond, and, if it so desires and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the name of any Owner of a Bond, and until conclusion of any appellate review, if sought. If the Trustee receives written notice from the Issuer or any Owner of a Bond stating (a) that the Issuer or the Owner has been notified in writing by the Internal Revenue Service that it proposes to include the interest on any Bond in the gross income of such Owner for the reasons described therein or any other proceeding has been instituted against the Issuer or such Owner which may lead to a final decree or action as described herein, and (b) that the Issuer or such Owner will afford the Company the opportunity to contest the same, either directly or in the name of the Issuer or the Owner, until a conclusion of any appellate review, if sought, then the Trustee shall promptly give notice thereof to the Company, the Issuer, the Provider, if any, and the Owner of each Bond then Outstanding. If a final decree or action as described above thereafter occurs and the Trustee has received written notice thereof, the Trustee promptly shall request prepayment from the Company of the amounts payable hereunder and give notice of the redemption of the Bonds at the earliest practical date, but not later than the date specified in this Article, and in the manner provided by Section 4.05 of the Indenture.

At the time of any such prepayment of the amounts payable hereunder pursuant to this Section, the prepayment amount shall be applied, together with other available moneys in the Bond Fund, to the redemption of the Bonds on the date specified in the notice as provided in the Indenture, whether or not such date is an Interest Payment Date, to the Trustee’s fees and

expenses under the Indenture accrued to such redemption of the Bonds, and to all sums due to the Issuer under this Agreement.

Notwithstanding any provision herein or in the Insurance Agreement to the contrary, no payments of principal of or interest on the Bonds shall be due or paid by the Company hereunder to the extent that such amounts have been paid by or on behalf of the Municipal Bond Insurer pursuant to the Municipal Bond Insurance Policy and applied by the Trustee for such payment in accordance with the Indenture and the Company has provided sufficient funds for reimbursement to the Municipal Bond Insurer under the Insurance Agreement for such payment.

Whenever any notice of prepayment of the amounts payable hereunder pursuant to this Article IV has been given, which includes a notice for redemption of the Bonds pursuant to the Indenture, all amounts payable under the first paragraph of this Section 4.4(i) shall become due and payable on the date fixed for redemption of such Bonds.

Section 4.5.Purchase Price Payments of the Company. (a) In addition to the amounts payable by the Company under Section 4.4, on or prior to each date on which the Paying Agent is required to disburse the purchase price for any Bond tendered or deemed tendered in accordance with Article III of the Indenture, the Company will pay or cause to be paid, as necessary, by the time and in the manner specified in the Indenture, to the extent remarketing proceeds are unavailable therefor, the purchase price of bonds tendered to the Paying Agent (as agent for the Owners) pursuant to Article III of the Indenture, in lawful money of the United States of America (as required by the Indenture), which will be held in trust for the benefit of the tendering Owners or Owners that are deemed to have been tendered in an amount which, together with any amounts available to the Paying Agent for said purpose, will be sufficient to pay the purchase price for all Bonds which are to be purchased on such date.

(b) The Issuer shall have no obligation, financial or otherwise, with respect to payment of the purchase price of any Bonds required to be purchased pursuant to the Indenture, or for arrangements therefor, except that the Issuer shall generally cooperate with the Company, the Trustee, the Paying Agent and the Remarketing Agent, as contemplated in the Indenture.

Section 4.6.Administrative Expenses. The Company shall pay, or cause to be paid, an amount equal to (i) the reasonable fees and charges of the Trustee for services rendered as Trustee under the Indenture and its reasonable expenses incurred as Trustee under the Indenture, including reasonable fees of its counsel, and (ii) the reasonable fees and charges of the Paying Agent and Registrar and the reasonable expenses incurred by the Paying Agent and the Registrar as and when the same become due, including the reasonable fees of their respective counsel.

Section 4.7.Payment of Other Costs of Issuer. The Company shall pay to the Issuer, upon receipt of statements therefor from time to time, such amounts as are necessary to pay or reimburse the Issuer for its reasonable and necessary expenses and costs attributable to the Bonds and the Project. In addition, on or prior to the Closing Date, the Company shall, as a condition to receiving the loan from the Issuer pursuant to Section 3.2 hereof, pay to the Issuer an issuance fee in the amount of $98,125.00.

Section 4.8.Obligations of the Company Absolute and Unconditional. The obligations of the Company to make the payments required in Sections 3.1, 4.4, 4.5, 4.6, 4.7, 7.1 and 9.3 and

to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall not be subject to diminution by set-off, counterclaim, abatement or otherwise. Until payment of all principal of, premium, if any, and interest on the Bonds, and payment in full of the purchase price of any Bonds purchased pursuant to the Indenture, and payment of all other amounts payable by the Company hereunder, the Company (a) will not suspend or discontinue any payments provided for in this Agreement, except to the extent the same have been prepaid, (b) will perform and observe all its other agreements contained herein, and (c) except as provided in Section 7.6, will not terminate this Agreement for any cause, including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, sale, loss, eviction or constructive eviction, destruction of or damage to the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either, or any failure of the Issuer to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or in connection herewith or with the Indenture. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of the agreements on its part herein contained and in the event the Issuer shall fail to perform any such agreement on its part, the Company may take such action as the Company may deem necessary to perform or compel performance, provided that no such action shall violate the agreements on the part of the Company contained in this Agreement or postpone or diminish the amounts required to be paid by the Company pursuant to this Agreement. Upon the issuance and delivery of the Bonds to the initial purchasers thereof, the Company shall have received, and the Issuer shall have given, full and complete consideration for the Company’s obligation hereunder to make Loan Payments.

Section 4.9.Option to Prepay Amounts Under Agreement in Whole in Certain Events. The Company shall have, and is hereby granted, the option to prepay the amounts required to be paid by the Company under Section 4.4 in whole and to direct the Trustee to redeem the Bonds in whole if any of the events described in the Indenture permitting such redemption shall have occurred. The Company may at any time deliver money, and/or Government Obligations to the Trustee with instructions to the Trustee to hold such money and Government Obligations pursuant to Article VIII of the Indenture in connection with a discharge of the Indenture.

The Issuer agrees that, at the request at any time of the Company, it will cooperate with the Company to cause the Bonds or any portion thereof to be redeemed to the extent permitted by the Indenture.

Section 4.10.Company’s Performance Under Indenture. The Company agrees, for the benefit of the Owners, to do and perform all acts and things contemplated in the Indenture to be done or performed by it and to not interfere with the exercise of the power and authority granted to the Trustee in the Indenture. The Company further agrees to aid in furnishing to the Issuer or the Trustee any documents, certificates or opinions that may be required under the Indenture.

Section 4.11Credit Facility. (a) Initially, there shall be no Credit Facility. The Company, after receiving the written consent of the Municipal Bond Insurer (unless a Municipal Bond Insurer Default shall have occurred and be continuing), may at any time provide for a Change of Credit Facility,providedthat the Company delivers to the Trustee, the Auction Agent, the Municipal Bond Insurer and the Remarketing Agent, not less than five Business Days prior to the date on which the Trustee must notify the Owners of a Change of Credit Facility pursuant to

Section 2.18 of the Indenture and prior to the effective date of any such Change of Credit Facility, the following:

(1) a notice which (A) states the effective date of the delivery of the Credit Facility or the date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, and (C) directs the Trustee to give notice pursuant to Section 2.18(a) of the Indenture;

(2) a Favorable Opinion of Bond Counsel with respect to such Change of Credit Facility and stating, in effect, that such Change of Credit Facility is authorized under this Agreement;

(3) a certificate of an Authorized Company Representative as to whether the Bonds are then rated by either Moody’s or S&P, or both; and

(4) written evidence from Moody’s, if the Bonds are then rated by Moody’s, and from S&P, if the Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed Change of Credit Facility and that such Change of Credit Facility will not, by itself, result in a reduction, suspension or withdrawal of its rating or ratings of the Bonds.

(b) In lieu of satisfying the requirements of subsection (a) above, the Company, after receiving the written consent of the Municipal Bond Insurer (unless a Municipal Bond Insurer Default shall have occurred and be continuing), may provide for a Change of Credit Facility at any time that the Bonds are subject to optional redemption pursuant to Section 4.02(b) of the Indenture,providedthat the Company delivers to the Trustee, the Municipal Bond Insurer, the Auction Agent and the Remarketing Agent not less than 30 days before the effective date of the Change of Credit Facility:

(1) a notice which (A) states the effective date of the Change of Credit Facility, (B) describes the terms of the Change of Credit Facility, (C) directs the Trustee to give notice pursuant to Section 2.18(b) of the Indenture that the Bonds are subject to mandatory purchase, in whole, on or before the effective date of the Change of Credit Facility in accordance with Section 3.02(a)(iii) of the Indenture, and (D) directs the Trustee to take any other action as shall be necessary for the Trustee to take to effect the Change of Credit Facility; and

(2) on or before the effective date of the Change of Credit Facility, the Company shall furnish to the Trustee a Favorable Opinion of Bond Counsel satisfying the requirements of Section 4.11(a)(2) above.

(c) The Company, after receiving the written consent of the Municipal Bond Insurer (unless a Municipal Bond Insurer Default shall have occurred and be continuing), may provide for one or more extensions of a Credit Facility for any period commencing after its then-current expiration date without complying with the foregoing provisions of this Section.

(d) The Company may rescind its election to make a Change of Credit Facility at any time prior to the effective date thereof.

ARTICLE V
OTHER MATTERS REGARDING THE PROJECT

Section 5.1.Modifications of Project. The Company shall have the right, except as otherwise provided in the Bond Documents, to remodel or alter the Project, make substitutions, additions and improvements thereto and abandon or remove any part thereof, all as the Company, in its discretion, may deem to be desirable, which remodeling, substitutions, modifications and improvements shall be included under the terms hereunder as part of the Project; provided, however, that such modifications do not impair (a) the qualification of the Project as a “project” within the meaning of the Act or (b) the exclusion from gross income for federal income tax purposes of the interest on the Bonds.

Section 5.2.Issuer Relieved From Responsibility With Respect to Project. The Company and the Issuer hereby expressly acknowledge and agree that the Issuer is under no responsibility to insure, maintain, operate or repair the Project or to pay taxes with respect thereto, and the Company expressly relieves the Issuer from any such responsibility.

Section 5.3.Casualty and Condemnation. The occurrence of a casualty to or condemnation of the Project or any portion thereof shall not entitle the Company to any abatement, postponement or reduction in the amount of the Loan Payments or other amounts payable under this Agreement, and the Company hereby waives, to the extent permitted by law, the benefits and provisions of all laws and rights which, by reason of such casualty or condemnation, might relieve the Company from any of such obligations.

Section 5.4.Access to Project and Records. The Issuer, the Trustee and the Municipal Bond Insurer (unless a Municipal Bond Insurer Default shall have occurred and be continuing), shall be entitled, upon reasonable notice and during regular business hours and, subject further to the Company’s safety and confidentiality requirements, to examine the books, records and premises of the Company concerning the Project or the Bonds, personally or by agent or attorney.

ARTICLE VI
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ISSUER

Section 6.1.Representations and Warranties of the Issuer. The Issuer represents and warrants that:

(a) The Issuer is a public body corporate and politic of the State of Michigan duly created under the Act.

(b) The Issuer has full power and authority under the Act and the Constitution and laws of the State to adopt the Bond Resolution, to issue the Bonds, to execute and deliver the Bond Documents to be executed and delivered by it and to perform its obligations under the Bond Documents.

(c) The Issuer has duly adopted the Bond Resolution, and has duly authorized the execution and delivery of the Bond Documents to be executed and delivered by it. All action required on the part of the Issuer for the authorization of the issuance of the Bonds and the execution and delivery of the Bond Documents to be executed and delivered by it has been duly and effectively taken.

(d) The Bond Documents to which the Issuer is a party constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms (except that (i) the enforceability of such Bond Documents may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application relating to the enforcement of creditors’ rights, (ii) certain equitable remedies, including specific performance, may be unavailable and (iii) the indemnification provisions, if any, contained therein may be limited by applicable securities laws and public policy).

(e) All filings with, or approvals or consents of, governmental authorities (other than approvals or consents required under the Blue Sky or other securities laws of any jurisdiction) required to be made or obtained by the Issuer for (i) the valid adoption of the Bond Resolution, (ii) the valid authorization, execution and delivery by the Issuer of the Bond Documents to which it is a party and (iii) the valid issuance of the Bonds, have been, or prior to the issuance of the Bonds, will be, duly made or obtained.

(f) There is no pending action, suit, proceeding or investigation at law or in equity before or by any court, either state or federal, or public board or body served upon the Issuer or, to the Issuer’s knowledge, threatened, calling into question the creation or existence of the Issuer, the validity of the Bond Resolution and the Bond Documents to be executed and delivered by it, the authority of the Issuer to execute and deliver the Bond Documents to be executed and delivered by it and to perform its obligations under the Bond Documents, or the title of any person to the office held by that person with the Issuer.

(g) The execution and delivery by the Issuer of the Bond Documents to be executed and delivered by it, and the performance of its obligations under the Bond

Resolution and the Bond Documents, will not violate any provision of law or regulation, or of any judgment, decree, writ, order or injunction, and will not contravene the provisions of, or constitute a default under, or result in the creation of a lien, charge or encumbrance under, any agreement (other than the Indenture) to which the Issuer is a party or by which any of its properties constituting a part of the Trust Estate are bound.

(h) No event has occurred, and no condition currently exists, which constitutes or may, with the passage of time or the giving of notice, or both, constitute an Event of Default on the part of the Issuer.

(i) Neither this Agreement nor the Loan Payments have been pledged or hypothecated in any manner or for any purpose other than as provided in the Indenture as security for the payment of the Bonds.

(j) All of the proceedings approving this Agreement and the Indenture were conducted by the Issuer at meetings which complied with the Open Meetings Act, 1976 PA 267.

Each of the foregoing representations and warranties shall be deemed to have been made as of the date of delivery of the Bonds.

THE ISSUER MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE PROJECT, INCLUDING, BUT NOT LIMITED TO: THE MERCHANTABILITY THEREOF OR THE FITNESS THEREOF FOR ANY PARTICULAR PURPOSES; THE DESIGN OR CONDITION THEREOF; THE WORKMANSHIP, QUALITY OR CAPACITY THEREOF; COMPLIANCE THEREOF WITH THE REQUIREMENTS OF ANY LAW, RULE, SPECIFICATION OR CONTRACT PERTAINING THERETO; PATENT INFRINGEMENT; LATENT DEFECTS; OR THAT THE PROCEEDS DERIVED FROM THE SALE OF THE BONDS WILL BE SUFFICIENT TO PAY IN FULL FOR ALL COSTS OF THE PROJECT WHICH MAY BE INCURRED.

Section 6.2.Covenants of the Issuer. The Issuer covenants and agrees that:

(a) The Issuer will faithfully perform all of its obligations under the Bond Documents.

(b) The Issuer will not knowingly take any action, which action will adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds.

(c) To the extent that it is within its power to do so, the Issuer will maintain the validity and effectiveness of the Bond Documents, and of the Issuer’s pledge and assignment to the Trustee thereunder, and (except as expressly permitted by such Bond Documents) will not take any action, the taking of which will release the Company from its obligations under such Bond Documents or result in the surrender, termination or modification (except as permitted by the Bond Documents) of, or impair the validity of, such Bond Documents.

(d) The Issuer will observe the covenants made by it in the Indenture; it will use its best efforts to cause the Company to have and exercise all the rights, powers and benefits stated to be in the Company in this Agreement and the Indenture; and so long as no Event of Default exists, it will not join in the modification of the Bond Documents in any manner without the prior written consent of the Company and the Trustee.

ARTICLE VII
INDEMNIFICATION; REPRESENTATIONS, WARRANTIES
AND COVENANTS OF THE COMPANY

Section 7.1.Indemnification of Issuer and Indemnified Persons.

(a) The Issuer and the Indemnified Persons shall not be liable to the Company for any reason. The Company shall indemnify and hold the Issuer and the Indemnified Persons harmless from any loss, expense (including reasonable counsel fees), or liability of any nature due to any and all suits, actions, legal or administrative proceedings, or claims arising or resulting from, or in any way connected with:

	(i)		the financing, installation, operation, use, or maintenance of the Project,

	(ii)		any act, failure to act, or misrepresentation by any person, firm, corporation or governmental agency, including the Issuer, in connection with the issuance, sale, delivery or remarketing of the Bonds, or

	(iii)		any act, failure to act, or misrepresentation by the Issuer in connection with this Agreement, the other Bond Documents or any other document involving the Issuer in this matter.

If any suit, action or proceeding is brought against the Issuer or any Indemnified Person with respect to which the Issuer or such Indemnified Person is entitled to indemnification hereunder, that action or proceeding shall be defended by counsel to the Issuer or the Company, as the Issuer shall determine. If the defense is by counsel to the Issuer, which is the Attorney General of the State of Michigan or may, in some instances, be private, retained counsel, the Company shall indemnify the Issuer and the Indemnified Persons for the reasonable cost of that defense including reasonable counsel fees. If the Issuer determines that the Company shall defend the Issuer or Indemnified Person, the Company shall immediately assume the defense at its own cost. The Company shall not be liable for any settlement of any proceeding made without its prior written consent (which consent shall not be unreasonably withheld).

(b) The Company shall not be obligated to indemnify the Issuer or any Indemnified Person under subsection (a), if a court of competent jurisdiction finds that the liability in question was caused by the willful misconduct or sole gross negligence of the Issuer or the involved Indemnified Person, unless the court determines that, despite the adjudication of liability but in view of all circumstances of the case, the Issuer or the Indemnified Person(s) is (are) fairly and reasonably entitled to indemnity for the expenses which the court considers proper.

(c) The Company shall also indemnify the Issuer for all reasonable costs and expenses, including reasonable counsel fees, incurred in:

	(i)		enforcing any obligation of the Company under this Agreement, the other Bond Documents or any related agreement,

	(ii)		taking any action requested by the Company,

	(iii)		taking any action required by this Agreement, the other Bond Documents or any related agreement, or

	(iv)		taking any action considered necessary by the Issuer and which is authorized by this Agreement, the other Bond Documents or any related agreement.

(d) The obligations of the Company under this section shall survive any assignment or termination of this Agreement.

Section 7.2.Filing and Recording. The Company covenants that if required by statute: (i) from time to time, it will cause any Bond Document and each amendment and supplement thereto (or a memorandum with respect thereto or to such amendment or supplement) to be filed, registered and recorded and to be refiled, reregistered and rerecorded in such manner and in such places as may be required in order to publish notice of and fully to protect the liens, if any, or to perfect or continue the perfection of the security interests, if any, created thereby and (ii) it shall perform or cause to be performed from time to time any other act as required by law, and it will execute or cause to be executed any and all instruments of further assurance that may be necessary for such publication, perfection, continuation and protection.

Section 7.3.Removal of Liens. If any lien, encumbrance or charge of any kind based on any claim of any kind (including, without limitation, any claim for income, franchise or other taxes, whether federal, state or otherwise) shall be asserted or filed against the Trust Estate, or any amount paid or payable by the Company under or pursuant to this Agreement or any order (whether or not valid) of any court shall be entered with respect to the Trust Estate, or any such amount by virtue of any claim of any kind, in either case so as to:

(a) interfere with the due payment of such amount to the Trustee or the due application of such amount by the Trustee pursuant to the applicable provisions of the Indenture,

(b) subject the Owners to any obligation to refund any money applied to payment of principal of, and premium, if any, and interest on, the Bonds, or

(c) result in the refusal of the Trustee to make such due application because of its reasonable determination that liability might be incurred if such due application were to be made,

then the Company will promptly take such action (including, but not limited to, the payment of money) as may be necessary to prevent, or to nullify the cause or result of, such interference, obligation or refusal, as the case may be.

Section 7.4.Federal Income Tax Exemption. The Company covenants to take such action to assure and to refrain from any action which would adversely affect the treatment of the

Bonds as obligations described in Section 103 of the Code, the interest on which is not includable in the “gross income” of the holder (other than the income for a “substantial user” of the Project or a “related person” within the meaning of Section 147(a) of the Code) for purposes of federal income taxation. In particular, but not by way of limitation thereof, the Company hereby covenants and represents as follows:

(a) The Company will make such use of the proceeds of the Bonds and all other funds held by the Trustee under the Indenture or otherwise allocable to the Bonds, restrict the investment of such proceeds and other funds, and take such other and further action as may be required so that the Bonds will not constitute “arbitrage bonds” under Section 148 of the Code and the Treasury Regulations.

(b) No portion of the proceeds of the Bonds will be used to provide the following: airplanes, skyboxes or other private luxury boxes, any health club facility, any facility primarily used for gambling or any store the principal business of which is the sale of alcoholic beverages for consumption off premises. (Code § 147(e) provides that interest on any obligation issued as part of an issue will not be excluded from gross income for federal income tax purposes if any portion of the proceeds of such issue is to be used to provide any airplane, skybox or other private luxury box, any health club facility, any facility primarily used for gambling or any store the principal business of which is the sale of alcoholic beverages for consumption off premises).

(c) Less than 25% of the Bond proceeds are to be used directly or indirectly for the acquisition of land used for other than farming purposes, and no portion of the Bond proceeds is to be used, directly or indirectly, for the acquisition of land used for farming purposes (Code §§ 144(a)(11) and 147(c) provide that interest with respect to any obligation issued as part of an issue will not be excluded from gross income for federal income tax purposes if any portion of the proceeds of such issue is to be used (directly or indirectly) for the acquisition of land (or an interest therein) to be used for farming purposes, or 25% or more of the proceeds of such issue is to be used (directly or indirectly) for the acquisition of land not used for farming purposes).

(d) No portion of the Bond proceeds will be used for the acquisition of any property (or an interest therein) the first use of which property is not pursuant to such acquisition unless the rehabilitation requirements of Code § 147(d)(2) are met with respect to the Project. (Code § 147(d) provides that interest with respect to any obligation issued as part of an issue will not be excluded from gross income for federal income tax purposes if any portion of the proceeds of such issue is to be used for the acquisition of any property (or an interest therein) unless the first use of such property is pursuant to such acquisition, or unless certain rehabilitation requirements are met).

(e) Except as is permitted by Code § 149(b), the Bonds are not federally guaranteed within the meaning of those provisions. (Code § 149(b) provides that interest on an obligation will not be excluded from gross income for federal income tax purposes if such obligation is federally guaranteed as provided therein).

(f) The reasonably expected economic life of the Project financed with the proceeds of the Bonds is not less than thirty years.

(g) Substantially all (i.e. 95%) of the proceeds of the Bonds will be used to finance “solid waste disposal facilities” within the meaning of Section 142(a)(6) of the Code. The Company will comply fully during the term of this Agreement with all effective rules, rulings or regulations promulgated by the Department of the Treasury or the Internal Revenue Service, with respect to obligations substantially all of the proceeds of which are to be used to provide “solid waste disposal facilities”, the interest on which is exempt from federal income taxation including, but not limited to, future regulations regarding the Bonds.

(h) The Company hereby certifies that all or a major portion of the proceeds of the Bonds will be used directly or indirectly in the trade or business of the Company, and the payment of the principal of or interest on the Bonds, under the terms of the Bonds, is, in whole or in major part, secured by an interest in property used or to be used in the trade or business of the Company or in payments in respect of such property, or to be derived from payments in respect of property, or borrowed money, used or to be used in the trade or business of the Company.

(i) In accordance with Section 147(b) of the Code, the average maturity of the Bonds does not exceed 120% of the average reasonably expected economic life of the facilities being financed by the Bonds.

(j) The Company covenants and represents that it has not taken, or permitted to be taken on its behalf, or failed to take and agrees that it will not take, or permit to be taken on its behalf, or fail to take any action which, if taken or omitted to be taken, would adversely affect the exclusion from gross income for federal income tax purposes of the interest paid on the Bonds and that it will take, or require to be taken, such acts as may from time to time be required under applicable law or regulation to preserve the exclusion from gross income for federal income tax purposes of the interest on the Bonds, except to the extent that the Bonds are held by a substantial user of the Project or a related person thereto as those terms are used in Section 147 of the Code. In furtherance of the foregoing, the Company also agrees on behalf of the Issuer to comply with all arbitrage rebate requirements and procedures as may become applicable to the Bonds.

(k) Other than the Bonds, there are no other Tax-Exempt obligations issued for the benefit of the Company or any “related person” which were or are to be sold (a) within 15 days of the Closing Date, (b) pursuant to the same plan of financing as the Bonds, and (c) payable from the same source of funds as the Bonds.

(l) The Company agrees to follow the remedial action requirements of Treas. Reg. § 1.142-2 or any successor regulation with respect to any actions which cause the Bonds not to meet the requirements of Section 142(a)(6) of the Code (such Section requires that substantially all of the proceeds of the obligations qualifying thereunder must be used for solid waste disposal facilities). Any proceeds received upon the sale or other disposition of any of the property which is included in the Project or constitutes property financed with the proceeds of the Bonds will be invested at a yield not greater than the yield on the Bonds, as defined in Exhibit A to the Tax Certificate of the Company, and used as required by Treas. Reg. § 1.142-2, unless in the opinion of Bond

Counsel some other use of such proceeds will not impair the exclusion from gross income of the interest on the Bonds.

Section 7.5.Company Representations and Covenants.

(a) The Company represents and warrants: (i) that it has no present intention of disposing of or abandoning the Project nor of directing the Project to a use other than the purposes represented to the Issuer; (ii) that it intends to cause the Project to be operated as a “project” as defined in Section 4(f) of the Act; (iii) that the Project is in furtherance of the public purposes of the Act, to wit: the promotion and development of industrial and manufacturing enterprises to promote and encourage employment and the public welfare; and (iv) that it has all necessary licenses and permits to operate the Project, and that the Project has been approved by all necessary governmental bodies or agencies having jurisdiction.

(b) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of and is qualified to do business in the State of Michigan, with full corporate power to own its properties and conduct its business and has full legal right, power and authority to enter into this Agreement and any other Bond Documents to which it is a party and to carry out and consummate all transactions contemplated by this Agreement and any other Bond Documents to which it is a party.

(c) The execution and delivery of this Agreement and any other Bond Documents to which it is a party and the consummation of the transactions herein contemplated will not conflict with or constitute on the part of the Company a breach of or default under the Organizational Documents, and do not and will not constitute on the part of the Company a breach or a default under any material indenture, mortgage, deed of trust, lease, note agreement or other agreement or instrument to which the Company is a party or by which it or its properties are bound, or any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its activities or properties.

(d) This Agreement or any other Bond Documents to which it is a party have been duly authorized, executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms, (except that (i) the enforceability of this Agreement and such other Bond Documents may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws of general application relating to the enforcement of creditors’ rights, (ii) certain equitable remedies, including specific performance, may be unavailable and (iii) the indemnification provisions contained therein may be limited by applicable securities laws and public policy).

(e) Neither the Company nor any of its business or properties, nor any relationship between the Company and any other person, nor any circumstances in connection with the execution, delivery and performance by the Company of this Agreement or the offer, issue, sale or delivery by the Issuer of the Bonds, is such as to require the consent, approval or authorization of, or the filing, registration or qualification with, any governmental authority on the part of the Company, other than those already

obtained as of the Issue Date; provided, however, no representation is made herein as to compliance with the securities or “blue sky” laws of any jurisdiction.

(f) No event has occurred and no condition exists with respect to the Company that would constitute an Event of Default or which, with the lapse of time or by giving of notice or both, would become an Event of Default.

(g) The Project is for the purpose of constructing, acquiring, improving and installing solid waste disposal facilities at the Plant.

(h) The Project will not have the effect of transferring employment from one municipality of the State of Michigan to another except for any transfer of employment consented to by any municipality from which that employment is transferred.

(i) The Company agrees, that at the time of the delivery of the Bonds, in accordance with the provisions of Rule 15c2-12 (the “Rule”) promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, it will provide or cause to be provided to each nationally recognized municipal securities information repository (“NRMSIR”) and to the appropriate state information repository, if any, for the State of Michigan (“SID”), in each case as designated by the SEC in accordance with the Rule, the information required to be periodically disclosed pursuant to such Rule. Failure by the Company to comply with the continuing disclosure undertaking shall not constitute a default or an Event of Default under this Agreement or the Indenture.

Section 7.6.Maintenance of Corporate Existence. The Company agrees that during the term of this Agreement it will maintain its corporate existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation; provided, however, that the Company may, without violating the agreement contained in this Section, consolidate with or merge into another corporation, or sell or otherwise transfer to another corporation all or substantially all of its assets as an entirety and thereafter dissolve, if the surviving, resulting or transferee corporation, as the case may be, assumes in a writing delivered to the Trustee all of the obligations of the Company herein and is duly qualified to do business in the State.

Section 7.7.Financial Information. The Company agrees to furnish to the Issuer and the Municipal Bond Insurer (unless a Municipal Bond Insurer Default shall have occurred and be continuing), at either of their written request, a copy of the Company’s most recent annual report to its stockholders and to furnish the Trustee, the Paying Agent, the Municipal Bond Insurer (unless a Municipal Bond Insurer Default shall have occurred and be continuing) or the Issuer a copy of the Company’s most recent Form 10-K Annual Reports and Form 10-Q Quarterly Reports filed with the United States Securities and Exchange Commission. The Form 10-K Annual Reports and Form 10-Q Quarterly Reports required to be delivered pursuant to this Section 7.7 shall be deemed to have been delivered on the date on which the Company has posted such information on the Company’s website on the Internet at www.dteenergy.com (or any successor or replacement website thereof) or at www.sec.gov or at another website identified in a notice to the Trustee, the Paying Agent, the Municipal Bond Insurer and the Issuer and accessible by them without charge.

Section 7.8.Agreement of Issuer Not to Assign or Pledge. Except for the assignment and pledge described in the Indenture, the Issuer agrees that it will not attempt to further assign, pledge, transfer or convey its interest in or create any assignment, pledge, lien, charge or encumbrance of any form or nature with respect to the rights and interests therein described.

Section 7.9.Reference to Bonds Ineffective After Bonds Paid. Upon payment of all principal of, premium, if any, and interest due and owing on the Bonds, payment in full of the purchase price of Bonds required to be purchased pursuant to the Indenture, and payment of all fees and charges of the Issuer, the Trustee, the Registrar and the Paying Agent, all references herein to the Bonds and the Trustee shall be ineffective and neither the Issuer, the Trustee nor the holders of any of the Bonds shall thereafter have any rights hereunder and the Company shall have no further obligation hereunder, saving and excepting those that shall have theretofore vested and any right of the Issuer or the Trustee to indemnification under Section 7.1 or 7.12 and payment of fees under Section 9.3, which right shall survive the payment of all principal of, premium if any, and interest on the Bonds and the termination of this Agreement. Reference is hereby made to Article VIII of the Indenture.

Section 7.10.Assignments or Lease of Project. Subject to the provisions of Section 7.4 and Section 7.6, the Company may assign its interest in this Agreement and may sell or lease the Project, in whole or in part, without the prior written consent of the Trustee or the Issuer; provided that no assignment, lease or sale shall relieve the Company of primary liability for the Loan Payments due hereunder and of the performance of all other obligations required hereunder, and that the Company delivers to the Trustee and to the Municipal Bond Insurer (unless a Municipal Bond Insurer Default shall have occurred and be continuing), within thirty (30) days after the date of execution and delivery thereof, a copy of such assignment, sales agreement or lease.

Section 7.11.Amendment of Agreement or Indenture. No amendment, change, addition to, or waiver of any of the provisions of this Agreement or the Indenture shall be binding upon the parties hereto unless in writing signed by the Authorized Company Representative and a member of the Issuer or other officer authorized by the governing body of the Issuer and such amendment, change, addition to or waiver has been consented to in writing by the Municipal Bond Insurer (unless a Municipal Bond Insurer Default shall have occurred and be continuing) which consent shall not be unreasonably withheld.

Notwithstanding any of the foregoing, it is covenanted and agreed, for the benefit of the Owners and the Trustee, that (without the concurrence of all of the Owners and the Trustee) the provisions of this Agreement shall not be amended, changed, added to or waived in any way which would relieve or abrogate the obligations of the Company to make or pay, or cause to be made or paid, when due, all Loan Payments and purchase price payments with respect to any then Outstanding Bonds in the manner and under the terms and conditions provided herein and the Bond Resolution or the Indenture, or which would materially change or affect Sections 4.4 through 4.8, 7.1, 7.4, 7.6 and 9.3.

Section 7.12.Indemnification of the Trustee, the Paying Agent and the Registrar. The Company shall compensate, reimburse for expenses and indemnify and hold harmless the Trustee, the Paying Agent and the Registrar to the extent and in the manner provided by the Indenture.

ARTICLE VIII
ASSIGNMENT

Section 8.1.Assignment by the Company. The Company may transfer or assign this Agreement or transfer or assign any or all of its rights and delegate any or all of its duties hereunder without the necessity of obtaining the consent of the Issuer, the Trustee, the Provider, if any, the Municipal Bond Insurer or the Owners of the Bonds, but no such transfer, assignment or delegation shall relieve the Company or any successor Company of its liability for the payment of the Loan Payments or for the payment of any other amounts to be paid by it under this Agreement and for the full observance and performance of all of the covenants and conditions to be observed and performed by it which are contained in this Agreement, unless the Company has received the express prior written consent of the Issuer, the Municipal Bond Insurer (unless a Municipal Bond Insurer Default shall have occurred and be continuing), the Provider, if any (unless a Provider Default shall have occurred and be continuing), and of the Owners of not less than 60% in the aggregate principal amount of the Bonds then Outstanding.

Section 8.2.Issuer’s Rights of Assignment. The Issuer may, only in accordance with the Indenture, assign this Agreement and the Loan Payments thereunder and pledge the moneys receivable hereunder to the Trustee as security for payment of principal of, and premium, if any, and interest on, the Bonds. The Company hereby assents to such assignment and agrees that the Trustee may exercise and enforce in accordance with the Indenture any of such rights of the Issuer under this Agreement. Any such assignment, however, shall be subject to all of the rights and privileges of the Company as provided in this Agreement.

ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES

Section 9.1.Trustee and Remedies. (a) The Company is advised and recognizes that the Issuer will assign all of its right, title, and interest in and to all of the Loan Payments required to be made pursuant to this Agreement, and the right to receive and collect same, to the Trustee under the Indenture. All rights of the Issuer against the Company arising under this Agreement, the Bond Resolution or the Indenture may be enforced by the Issuer; or such rights may be enforced by the Trustee, or the Owners of the Bonds, to the extent provided in the Indenture, without making the Issuer a party.

(b) The following shall be “Events of Default” under this Agreement, and the term “Events of Default” shall mean, whenever used in this Agreement, any one or more of the following events:

(i) Failure by the Company to pay the Loan Payments in the amounts and at the times provided in this Agreement.

(ii) Any misrepresentation or breach of a warranty made by the Company in the Agreement which impairs the exclusion of interest on the Bonds or any portion thereof from gross income for federal income tax purposes.

(iii) Failure by the Company to perform any obligation or observe any condition on its part to be performed or observed pursuant to this Agreement for a period

of 90 days after receipt of written notice specifying such failure and requesting that it be remedied, given to the Company by the Issuer, the Municipal Bond Insurer (unless a Municipal Bond Insurer Default shall have occurred and be continuing) or the Trustee;provided, however, that if said failure shall be such that it cannot be corrected within such period, it shall not constitute an Event of Default if the failure, in the judgment of the Trustee in reliance upon advice of counsel, is correctable without material adverse effect on the Bonds and if corrective action is instituted by the Company within such period and diligently pursued until corrected.

(iv) The dissolution or liquidation of the Company except as permitted under this Agreement; or failure by the Company promptly to lift any execution, garnishment or attachment of such consequence as will impair its ability to carry out its obligations under this Agreement; or if the Company becomes insolvent or bankrupt, or makes an assignment for the benefit of creditors or consents to the appointment of a trustee or receiver for the Company or for the greater part of its properties; or a trustee or receiver is appointed for the Company or for the greater part of its properties without its consent and is not discharged within 90 days; or bankruptcy, reorganization or liquidation proceedings are commenced by or against the Company, and if commenced against the Company are consented to by it or remain undismissed for 90 days; or if an order for relief is entered against the Company in a bankruptcy or similar proceeding and remains undismissed for 90 days.

(v) The occurrence and continuance of an Event of Default under the Indenture.

(c) Upon the occurrence of an Event of Default, the Trustee shall have the power to proceed with any right or remedy granted by the Constitution and laws of the State, as it may deem best, including any suit, action or special proceeding in equity or at law, including mandamus proceedings, for the specific performance of any agreement, obligation or covenant contained herein or for the enforcement of any proper legal or equitable remedy as the Trustee shall deem most effectual to protect the rights of the Owners; provided, however, any such proceedings shall be subject to the provisions of Section 15.14 of the Indenture relating to Force Majeure. Upon the occurrence of an Event of Default under the Indenture pursuant to the terms of which the Trustee shall have declared the Bonds immediately due and payable, then all payments required to be made by the Company under Section 4.4(b) (other than interest not yet accrued) shall become immediately due and payable, as directed by the Municipal Bond Insurer (unless a Municipal Bond Insurer Default shall have occurred and be continuing).

(d) Any amounts collected pursuant to actions taken under this Section 9.1 shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture.

Section 9.2.Annulment of Acceleration. If, in compliance with the requirements of Section 9.02 of the Indenture, the Trustee shall annul an acceleration declared due to any Event of Default under the Indenture such annulment shall be deemed to also rescind any acceleration of all payments required under Section 4.4. In case of any such annulment, or in case any proceeding taken by the Trustee on account of any such Event of Default shall have been discontinued or abandoned or determined adversely, then and in every such case the Issuer, the Company, the Trustee and the Owners shall be restored to their former positions and rights

hereunder, but no such annulment shall extend to any subsequent or other Event of Default or impair any right consequent thereon.

Section 9.3.Agreement to Pay Attorneys’ Fees and Expenses. In the event the Company should default under any of the provisions of this Agreement and the Issuer or the Trustee should employ attorneys or incur other expenses for the collection of payments required hereunder or the enforcement of performance or observance of any obligation or agreement on the part of the Company herein contained, the Company agrees that it will upon demand therefor pay to the Issuer or the Trustee the reasonable fees of such attorneys and such other reasonable expenses so incurred by the Issuer or the Trustee.

Section 9.4.General Enforcement Provisions. (a) The terms of this Agreement may be enforced as to one or more breaches either separately or cumulatively.

(b) No remedy conferred upon or reserved to the Issuer, the Trustee, or the Owners of the Bonds in this Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default, omission, or failure of performance hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In the event any provision contained in this Agreement should be breached by the Company and thereafter duly waived, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach of this Agreement. No waiver by any party of any breach by any other party of any of the provisions of this Agreement shall be construed as a waiver of any subsequent breach, whether of the same or of a different provision of this Agreement.

ARTICLE X
GENERAL PROVISIONS

Section 10.1.Force Majeure. If, by reason of Force Majeure, either the Issuer or the Company shall be rendered unable wholly or in part to carry out its obligations under this Agreement, and if such party gives notice and full particulars of such Force Majeure in writing to the other party within a reasonable time after failure to carry out its obligations under this Agreement, such obligations (other than the obligations of the Company specified in the last sentence of this Section) of the party giving such notice, so far as they are affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, including a reasonable time for removal of the effect thereof. The requirement that any Force Majeure shall be reasonably beyond the control of the party shall be deemed to be fulfilled even though any existing or impending strike, lockout or other industrial disturbance may not be settled but could have been settled by acceding to the demand of the opposing person or persons. The occurrence of any Force Majeure shall not suspend or otherwise abate, and the Company shall not be relieved from, the obligation to pay the Loan Payments and to pay any other payments required to be made by it under this Agreement at the times required.

Section 10.2.Third Party Beneficiaries. This Agreement is entered into in part to induce the purchase of the Bonds, and accordingly, so long as any Bonds are Outstanding, all

respective covenants and agreements of the parties herein contained are hereby declared to be for the benefit of any and all Owners and may be enforced by or on behalf of the Owners only by the Trustee in accordance with the provisions of the Indenture. This Agreement shall not be deemed to create any right of subrogation or otherwise in any person who is not a party hereto (other than the permitted successors and assigns of a party) and shall not be construed in any respect to be a contract in whole or in part for the benefit of any third party (other than the permitted successors or assigns of a party hereto), except in each case the Owners, the Trustee, the Municipal Bond Insurer and the Indemnified Persons.

Section 10.3.Notices; Communications. All notices, approvals, consents, requests and other communications hereunder shall be in writing and shall be deemed to have been given when delivered or mailed by first class registered or certified mail, return receipt requested, or overnight mail, postage prepaid, and addressed as follows:

(a) If to the Issuer:

Michigan Strategic Fund
300 N. Washington Square, 3rd Floor
Lansing, MI 48909
Attention: President

(b) If to the Company:

The Detroit Edison Company
2000 Second Avenue
2429 WCB
Detroit, Michigan 48226
Attention: Vice President and Treasurer

The Bank of New York Trust Company, N.A.
719 Griswold Street, Suite 930
Detroit, Michigan 48226
Attention: Corporate and Municipal Trust Services

A duplicate copy of each notice, approval, consent, request or other communication given hereunder by the Issuer, the Company, the Trustee, the Registrar or the Paying Agent to any one of the others shall also be given to all of the others. The Issuer, the Company, the Trustee, the Registrar and the Paying Agent may, by notice given hereunder, designate any further or different addresses to which subsequent notices, approvals, consents, requests or other communications shall be sent or persons to whose attention the same shall be directed.

Section 10.4.Amendments, Governing Law, Etc. This Agreement (a) may be modified or amended only as provided in the Indenture and in Section 7.11 hereof; and (b) shall be governed in all respects including validity, interpretation and effect by, and shall be enforceable in accordance with, the laws of the United States of America and the State. The parties agree that, in accordance with the Act and subject to the limitations of Section 4.4(e), they will amend

this Agreement to increase the payments to be made by the Company hereunder if for any reason such payments, if made, are not sufficient to pay the principal of, and premium, if any, and interest on, the Bonds as the same become due.

Section 10.5.Severability. In the event that any clause or provision of this Agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions of this Agreement.

Section 10.6.Term of Agreement. This Agreement shall remain in full force and effect from the date of execution and delivery hereof until the Indenture has been discharged in accordance with the provisions thereof; provided, however, that the provisions of Sections 4.6, 7.1 and 7.12 of this Agreement shall survive any expiration or termination of this Agreement.

Section 10.7.Company’s Approval of Bond Documents. The Bond Documents have been submitted to the Company for examination, and the Company acknowledges that, by execution of this Agreement, it has approved the Bond Documents and will perform the obligations imposed upon it thereunder.

Section 10.8.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

Section 10.9.Captions. The captions and headings herein are for convenience only and in no way define, limit or describe the scope or intent of any provisions hereof.

Section 10.10.Payments on Non-Business Days. If any payment required hereunder is due on a date not a Business Day, payment shall be made on the next succeeding Business Day with the same force and effect as if made on the date fixed for such payment, and no interest shall accrue on such amount for the period after such date.

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IN WITNESS WHEREOF, the Issuer and the Company have signed this Agreement by their duly authorized representatives as of the date set forth above.


		MICHIGAN STRATEGIC FUND

		By		/s/ Diane Cranmer

				Diane Cranmer
				Its Authorized Officer

		THE DETROIT EDISON COMPANY

		By		/s/ Paul Stadnikia

				Paul Stadnikia
				Its Assistant Treasurer

DTE Energy (DTE) 8-KEntry into a Material Definitive Agreement