DT MIDSTREAM, INC. $1,100,000,000 4.125% SENIOR NOTES DUE 2029 $1,000,000,000 4.375% SENIOR NOTES DUE 2031 PURCHASE AGREEMENTPurchase Agreement • May 26th, 2021 • DT Midstream, Inc. • Natural gas transmission • New York
DT Midstream, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to Barclays Capital Inc. (“Barclays”) and the other several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom Barclays is acting as representative (in such capacity, the “Representative”), $1,100,000,000 in aggregate principal amount of its 4.125% Senior Notes due 2029 (the “2029 Notes”) and $1,000,000,000 in aggregate principal amount of its 4.375% Senior Notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Notes”). The Notes (i) will have terms and provisions that are summarized in the Pricing Disclosure Package and the Offering Memorandum (each as defined below), and (ii) are to be issued pursuant to an Indenture (the “Indenture”) to be entered into by and among the Company, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee
SEPARATION AND DISTRIBUTION AGREEMENT by and between DTE ENERGY COMPANY and DT MIDSTREAM, INC. Dated as of [ ], 2021Separation and Distribution Agreement • May 7th, 2021 • DT Midstream, Inc. • Natural gas transmission • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [ ], 2021, by and between DTE ENERGY COMPANY, a Michigan corporation (“DTE Energy”), and DT MIDSTREAM, INC., a Delaware corporation and wholly-owned Subsidiary of DTE Energy (“DT Midstream”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
TAX MATTERS AGREEMENT by and between DTE ENERGY COMPANY and DT MIDSTREAM, INC. Dated as of [ ], 2021Tax Matters Agreement • May 7th, 2021 • DT Midstream, Inc. • Natural gas transmission • Delaware
TAX MATTERS AGREEMENT (this “Agreement”), dated as of [ ], by and between DTE ENERGY COMPANY, a Michigan corporation (“DTE”) and DT Midstream, Inc., a Delaware corporation (“Spinco” and, together with DTE, the “Parties”).
TRANSITION SERVICES AGREEMENT by and between DTE ENERGY COMPANY and DT MIDSTREAM, INC. Dated as of [ ], 2021Transition Services Agreement • May 7th, 2021 • DT Midstream, Inc. • Natural gas transmission • Delaware
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [ ], 2021, by and between DTE ENERGY COMPANY, a Michigan corporation (“DTE Energy”), and DT MIDSTREAM, INC., a Delaware corporation (“DT Midstream”).
AMENDMENT NO. 2 TO CREDIT AGREEMENT NOTICE OF EARLY OPT-IN ELECTIONCredit Agreement • June 29th, 2023 • DT Midstream, Inc. • Natural gas transmission • New York
SEVERANCE AGREEMENTSeverance Agreement • July 1st, 2021 • DT Midstream, Inc. • Natural gas transmission • Michigan
This Severance Agreement (“Agreement”) is entered into by and between DT Midstream, Inc., a Delaware corporation and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations and assigns (the “Company”), and NAME (“Executive”).
CHANGE-IN-CONTROL SEVERANCE AGREEMENTChange-in-Control Severance Agreement • July 1st, 2021 • DT Midstream, Inc. • Natural gas transmission • Michigan
This CHANGE-IN-CONTROL SEVERANCE AGREEMENT (the “Agreement”) is entered into as of July 1, 2021 (the “Effective Date”) between DT Midstream, Inc., a Delaware corporation (the “Company”), and (the “Executive”).
FIRST INCREMENTAL REVOLVING FACILITY AMENDMENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT AND COLLATERAL AGREEMENTCredit Agreement • October 20th, 2022 • DT Midstream, Inc. • Natural gas transmission • New York
THIS FIRST INCREMENTAL REVOLVING FACILITY AMENDMENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT AND COLLATERAL AGREEMENT (this “Amendment”) dated as of October 19, 2022, is by and among DT Midstream, Inc., a Delaware corporation (the “Borrower”), BARCLAYS BANK PLC, as administrative agent (the “Administrative Agent”) and collateral agent (the “Collateral Agent”), and the Lenders and L/C Issuers party hereto.
DT MIDSTREAM, INC. AND EACH OF THE GUARANTORS PARTY HERETO 4.125% SENIOR NOTES DUE 2029 4.375% SENIOR NOTES DUE 2031 INDENTURE Dated as of June 9, 2021 U.S. BANK NATIONAL ASSOCIATION, as TrusteeDT Midstream, Inc. • June 10th, 2021 • Natural gas transmission • New York
INDENTURE dated as of June 9, 2021, among DT Midstream, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
AMENDED AND RESTATED CHANGE-IN-CONTROL SEVERANCE AGREEMENTControl Severance Agreement • February 16th, 2024 • DT Midstream, Inc. • Natural gas transmission • Michigan
This AMENDED AND RESTATED CHANGE-IN-CONTROL SEVERANCE AGREEMENT (the “Agreement”) is entered into as of December 21, 2023 (the “Effective Date”) between DT Midstream, Inc., a Delaware corporation (the “Company”), and {EXECUTIVE} (the “Executive”).
DT MIDSTREAM, INC., as Issuer, AND EACH OF THE GUARANTORS PARTY HERETO 4.300% SENIOR SECURED NOTES DUE 2032 INDENTURE Dated as of April 11, 2022 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Notes Collateral AgentIndenture • April 11th, 2022 • DT Midstream, Inc. • Natural gas transmission • New York
INDENTURE, dated as of April 11, 2022, among DT Midstream, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”), and as collateral agent (in such capacity, the “Notes Collateral Agent”).
PARI PASSU INTERCREDITOR AGREEMENT dated as of April 11, 2022 among DT MIDSTREAM, INC. THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO, BARCLAYS BANK PLC, as Credit Agreement Agent, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Notes Collateral...Intercreditor Agreement • April 11th, 2022 • DT Midstream, Inc. • Natural gas transmission • New York
PARI PASSU INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of April 11, 2022 among DT Midstream, Inc. (the “Borrower”), the other Grantors from time to time party hereto, Barclays Bank PLC, as collateral agent for the Credit Agreement Secured Parties under the Original Credit Agreement (in such capacity and together with its successors in such capacity, the “Original Credit Agreement Agent”), U.S. Bank Trust Company, National Association, as collateral agent for the Notes Secured Parties under the Original Indenture (in such capacity and together with its successors in such capacity, the “Original Notes Collateral Agent”), and each Additional Priority Debt Representative from time to time party hereto for the Additional Secured Parties of the Series with respect to which it is acting in such capacity.
