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EXHIBIT 4.183
SUPPORT AGREEMENT BETWEEN
DTE ENERGY COMPANY
AND
DTE CAPITAL CORPORATION
THIS SUPPORT AGREEMENT, dated as of January 21, 1998 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 intends from time to time to guarantee up to $60
million in the aggregate of the obligations of DTE Energy Trading, Inc., a
Michigan corporation and wholly-owned subsidiary of Parent ("Trading"), and
DTE-CoEnergy, L. L.C., formed in Michigan and an affiliate of Parent and
Subsidiary ("DTE-CoEnergy"); and further
WHEREAS, Subsidiary may from time to time make borrowings from the
lenders party to the $400,000,000 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 21, 1998 among the Subsidiary, the lenders
party thereto, Citibank, N.A., as Agent and Barclays Bank PLC., New York Branch
and The First National Bank of Chicago, as Co-Agents; and further
WHEREAS, Parent and Subsidiary desire to take certain actions to
enhance and maintain the financial condition of Subsidiary as hereinafter set
forth in order to enable Subsidiary and Trading and DTE-CoEnergy to guarantee
and incur indebtedness, respectively, on more advantageous and reasonable terms;
and further
WHEREAS, the parties receiving guarantees from Subsidiary of the
obligations of Trading and/or DTE-CoEnergy may rely upon this Agreement in
extending credit to Trading and/or DTE-CoEnergy 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 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 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 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 and/or DTE-CoEnergy, 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 and/or DTE-CoEnergy. 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 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 Agreement which
adversely affects the rights of Subsidiary or any Obligee and no
termination of this Agreement shall be effective as to Subsidiary
or
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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
Agreement, and, if Subsidiary fails or refuses to take timely
action to enforce its rights under Sections 1, 2, 3 or 4 of this
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 21,
1998, 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 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: 2000 2nd Avenue
Detroit, Michigan 48226-1279
Attention: Assistant Treasurer-Banking
Telephone: (313) 235-6898
Facsimile: (313) 235-9490
If to Subsidiary: 2000 2nd Avenue, 833 WCB
Detroit, Michigan 48226-1279
Attention: Assistant Treasurer
Telephone: (313) 235-6898
Facsimile: (313) 235-9490
9. SUCCESSORS. This Agreement shall be binding upon the parties
hereto and their respective successors and assigns and is 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
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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
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NAME: L. L. LOOMANS
TITLE: VICE-PRESIDENT AND TREASURER
DTE CAPITAL CORPORATION
BY
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NAME: C. C. ARVANI
TITLE: ASSISTANT TREASURER
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