-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HLm2B1SKoEURBziJSGn5fqkOFb9mCPW54MFQO+ROWlsEhK8MA84mMCNrxYF4zyAC zQUZpSOyoBi02TIdrE7c0Q== 0000950124-07-000408.txt : 20070123 0000950124-07-000408.hdr.sgml : 20070123 20070123172544 ACCESSION NUMBER: 0000950124-07-000408 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070118 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070123 DATE AS OF CHANGE: 20070123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DTE ENERGY CO CENTRAL INDEX KEY: 0000936340 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 383217752 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11607 FILM NUMBER: 07547639 BUSINESS ADDRESS: STREET 1: 2000 2ND AVENUE STREET 2: 2343 WCB CITY: DETROIT STATE: MI ZIP: 48226 BUSINESS PHONE: 3132354000 MAIL ADDRESS: STREET 1: 2000 2ND AVENUE STREET 2: 2343 WCB CITY: DETROIT STATE: MI ZIP: 48226 FORMER COMPANY: FORMER CONFORMED NAME: DTE HOLDINGS INC DATE OF NAME CHANGE: 19950127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DETROIT EDISON CO CENTRAL INDEX KEY: 0000028385 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 380478650 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02198 FILM NUMBER: 07547640 BUSINESS ADDRESS: STREET 1: 2000 2ND AVENUE STREET 2: 2343 WCB CITY: DETROIT STATE: MI ZIP: 48226 BUSINESS PHONE: 3132354000 MAIL ADDRESS: STREET 1: 2000 2ND AVENUE STREET 2: 2343 WCB CITY: DETROIT STATE: MI ZIP: 48226 8-K 1 k11627e8vk.htm CURRENT REPORT e8vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 18, 2007
         
Commission
File Number
Exact Name of Registrant as Specified in its Charter,
State of Incorporation, Address of Principal
Executive Offices and Telephone Number
I.R.S. Employer
Identification No.
         
1-11607   DTE Energy Company
(a Michigan corporation)
2000 2nd Avenue
Detroit, Michigan 48226-1279
313-235-4000
  38-3217752
         
1-2198   The Detroit Edison Company   38-0478650
    (a Michigan corporation)
2000 2nd Avenue
Detroit, Michigan 48226-1279
313-235-4000
   
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
     
o
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
   
o
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
   
o
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
   
o
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Amendment No.6 to CAFCO Trade Receivables Agreement
Amendment to the Citibank Trade Receivables Agreement


Table of Contents

Item 1.01. Entry into a Material Definitive Agreement.
     On January 18, 2007, The Detroit Edison Company (“Detroit Edison”) amended its (i) Amended and Restated Trade Receivables Purchase and Sale Agreement among Detroit Edison, CAFCO, LLC (as successor to Corporate Asset Funding Company, Inc.) (“CAFCO”), Citibank, N.A.("Citibank") and Citicorp North America, Inc. (“Citicorp”), individually and as Agent (the “CAFCO Trade Receivables Agreement”), dated as of March 9, 2001, as amended, and (ii) its Amended and Restated Trade Receivables Purchase and Sale Agreement among Detroit Edison, Citibank and Citicorp, as Agent (the “Citibank Trade Receivables Agreement”), dated as of October 1, 1991, as amended (collectively the “Agreements”), to extend the termination dates of the Agreements to January 17, 2008.
     The amendments to the CAFCO Trade Receivables Agreement and the Citibank Trade Receivables Agreement are filed as exhibits 10.1 and 10.2 to this Current Report, respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
     
10.1
  Amendment No. 6 dated as of January 18, 2007 to the Amended and Restated Trade Receivables Purchase and Sale Agreement among Detroit Edison, CAFCO, Citibank and Citicorp, individually and as Agent, dated as of March 9, 2001, as amended.
 
   
10.2
  Amendment dated as of January 18, 2007 to the Amended and Restated Trade Receivables Purchase and Sale Agreement among Detroit Edison, Citibank and Citicorp, as Agent, dated as of October 1, 1991, as amended.

 


Table of Contents

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
         
Date: January 23, 2007
  DTE ENERGY COMPANY    
 
  (Registrant)    
 
       
 
  /s/David R. Murphy
 
David R. Murphy
   
 
  Assistant Treasurer    
 
       
 
  THE DETROIT EDISON COMPANY    
 
  (Registrant)    
 
       
 
  /s/David R. Murphy
 
David R. Murphy
   
 
  Assistant Treasurer    

 


Table of Contents

EXHIBIT INDEX
     
Exhibit    
Number   Description
 
   
10.1
  Amendment No. 6 dated as of January 18, 2007 to the Amended and Restated Trade Receivables Purchase and Sale Agreement among Detroit Edison, CAFCO, Citibank and Citicorp, individually and as Agent, dated as of March 9, 2001, as amended.
 
   
10.2
  Amendment dated as of January 18, 2007 to the Amended and Restated Trade Receivables Purchase and Sale Agreement among Detroit Edison, Citibank and Citicorp, as Agent, dated as of October 1, 1991, as amended.

 

EX-10.1 2 k11627exv10w1.htm AMENDMENT NO.6 TO CAFCO TRADE RECEIVABLES AGREEMENT exv10w1
 

Exhibit 10.1
AMENDMENT NO. 6
Dated as of January 18, 2007
          This AMENDMENT among THE DETROIT EDISON COMPANY, a Michigan corporation (the “Seller”), CAFCO, LLC (as successor to Corporate Asset Funding Company, Inc.) (the “Investor”), CITIBANK, N.A. (“Citibank”), and CITICORP NORTH AMERICA, INC., individually and as agent (the “Agent”) for itself, the Owner and Citibank.
          PRELIMINARY STATEMENTS:
          (a) The Seller, the Investor, Citibank and the Agent have entered into a Trade Receivables Purchase and Sale Agreement, dated as of February 28, 1989, an Amendment and Restatement thereof, dated as of October 1, 1991, an Amendment and Restatement thereof dated as of March 9, 2001, and Amendments thereof dated as of January 17, 2003, as of May 28, 2003, as of February 25, 2004, as of February 18, 2005 and as of January 19, 2006(said Trade Receivables Purchase and Sale Agreement, as so amended and restated and further amended, being the “Agreement”; the terms defined therein being used herein as therein defined unless otherwise defined herein).
          (b) The Seller, the Investor, Citibank and the Agent have agreed to amend the Agreement as hereinafter set forth.
     SECTION 2. Amendment to Agreement. Effective as of the date hereof, the definition of “Facility Termination Date” in Section 1.01 of the Agreement is amended by replacing the date “January 18, 2007” therein with the date “January 17, 2008.”
     SECTION 3. Representations and Warranties of the Seller. The Seller represents and warrants as follows:
     (a) The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan.
     (b) The execution, delivery and performance by the Seller of this Amendment and the Agreement, as amended hereby, and the transactions contemplated hereby and thereby are within the Seller’s corporate powers, have been duly authorized by all necessary corporate action, do not contravene (i) the Seller’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Seller and, except to the extent contemplated by the Agreement, do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties.

 


 

     (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller of this Amendment or the Agreement, as amended hereby, except for the filing from time to time of continuation statements continuing the effectiveness of the UCC Financing Statements referred to in Article III of the Agreement, which continuation statements have been duly filed and are in full force and effect on the date hereof.
     (d) This Amendment and the Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their respective terms.
     SECTION 4. Reference to and Effect on the Agreement; Consent of the Agent. (a) On and after the date hereof, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Agreement, shall mean and be a reference to the Agreement as amended hereby.
          (b) Except as specifically amended above, the Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.
          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Seller, the Investor, the Owner, Citibank or the Agent under the Agreement, nor constitute a waiver of any provision of the Agreement.
     SECTION 5. Costs, Expenses and Taxes. The Seller agrees to pay on demand all costs and expenses in connection with the preparation, execution, delivery and administration of this Amendment and the other documents to be delivered in connection therewith, including, without limitation, the reasonable fees and reasonable out-of-pocket expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities hereunder and thereunder, and all costs and expenses, if any (including, without limitation, reasonable counsel fees and reasonable expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Amendment and the other documents to be delivered in connection therewith. In addition, the Seller shall pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Amendment and the other documents to be delivered in connection therewith, and agrees to indemnify the Agent, the Investor, the Owner, Citibank, CNAI and their respective Affiliates against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes.
     SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which

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taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or by electronic mail in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.
     SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
             
    THE DETROIT EDISON COMPANY    
 
           
 
  By:   /s/ David R. Murphy    
 
           
 
           Title: Assistant Treasurer    
 
           
    CAFCO, LLC    
 
           By Citicorp North America, Inc.,    
 
                as Attorney-in-Fact    
 
           
 
  By:   /s/ Kimberly A. Conyngham    
 
           
 
           Vice President    
 
           
    CITICORP NORTH AMERICA, INC.,    
 
           Individually and as Agent    
 
           
 
  By   /s/ Kimberly A. Conyngham    
 
           
 
           Vice President    
 
           
    CITIBANK, N.A.    
 
           
 
  By   /s/ Kimberly A. Conyngham    
 
           
 
           Vice President    

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EX-10.2 3 k11627exv10w2.htm AMENDMENT TO THE CITIBANK TRADE RECEIVABLES AGREEMENT exv10w2
 

Exhibit 10.2
AMENDMENT
Dated as of January 18, 2007
          This AMENDMENT among THE DETROIT EDISON COMPANY, a Michigan corporation (the “Seller”), CITIBANK, N.A. (“Citibank”), and CITICORP NORTH AMERICA, INC., as agent (the “Agent”) for itself and Citibank.
          PRELIMINARY STATEMENTS:
          (1) The Seller, Citibank, and the Agent have entered into a Trade Receivables Purchase and Sale Agreement, dated as of February 28, 1989, and an Amendment and Restatement thereof, dated as of October 1, 1991, and Amendments thereof dated as of February 28, 1994, as of February 1, 1999, as of January 27, 2000, as of January 25, 2001, as of May 28, 2003, as of February 25, 2004, as of February 18, 2005 and as of January 19, 2006 (said Trade Receivables Purchase and Sale Agreement, as so amended and restated and further amended, being the “Agreement”; the terms defined therein being used herein as therein defined unless otherwise defined herein).
          (2) The Seller, Citibank and the Agent have agreed to amend the Agreement as hereinafter set forth.
          SECTION 2. Amendment to Agreement. Effective as of the date hereof, the definition of “Commitment Termination Date” in Section 1.01 of the Agreement is amended by replacing the date “January 18, 2007” therein with the date “January 17, 2008.”
          SECTION 3. Representations and Warranties of the Seller. The Seller represents and warrants as follows:
     (a) The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Michigan.
     (b) The execution, delivery and performance by the Seller of this Amendment and the Agreement, as amended hereby, and the transactions contemplated hereby and thereby are within the Seller’s corporate powers, have been duly authorized by all necessary corporate action, do not contravene (i) the Seller’s charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Seller and, except to the extent contemplated by the Agreement, do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties.
     (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller of this Amendment or the Agreement, as amended hereby, except for the filing from time to time of continuation statements continuing the effectiveness of the UCC Financing Statements referred to in Article III of the Agreement,

 


 

which continuation statements have been duly filed and are in full force and effect on the date hereof.
     (d) This Amendment and the Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their respective terms.
          SECTION 4. Reference to and Effect on the Agreement; Consent of the Agent. (a) On and after the date hereof, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Agreement, shall mean and be a reference to the Agreement as amended hereby.
          (b) Except as specifically amended above, the Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.
          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Seller, Citibank or the Agent under the Agreement, nor constitute a waiver of any provision of the Agreement.
          SECTION 5. Costs, Expenses and Taxes. The Seller agrees to pay on demand all costs and expenses in connection with the preparation, execution, delivery and administration of this Amendment and the other documents to be delivered in connection therewith, including, without limitation, the reasonable fees and reasonable out-of-pocket expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities hereunder and thereunder, and all costs and expenses, if any (including, without limitation, reasonable counsel fees and reasonable expenses), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Amendment and the other documents to be delivered in connection therewith. In addition, the Seller shall pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Amendment and the other documents to be delivered in connection therewith, and agrees to indemnify the Agent, the Owner, Citibank, CNAI and their respective Affiliates against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes.
          SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or by electronic mail in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.
          SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
             
    THE DETROIT EDISON COMPANY    
 
           
 
  By:   /s/ David R. Murphy    
 
           
 
      Title: Assistant Treasurer    
 
           
    CITICORP NORTH AMERICA, INC.,    
    Individually and as Agent    
 
           
 
  By   /s/ Kimberly A. Conyngham    
 
           
 
      Vice President    
 
           
    CITIBANK, N.A.    
 
           
 
  By   /s/ Kimberly A. Conyngham    
 
           
 
      Vice President    

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