DTE Energy 2012 Annual Report Download - page 130

ARTICLE II
ESTABLISHMENT OF AN ISSUE OF
SECTION 1. There is hereby established a series of bonds to be issued under and secured by the Indenture, to be known as “First
Mortgage Bonds,” designated and distinguished as “2012 Series D Bonds” of the Company (herein collectively sometimes called the
“Bonds”). The Bonds shall be limited in aggregate principal amount to $70,000,000 except as provided in Article II of the Indenture and in this
Supplemental Indenture with respect to transfers, exchanges and replacements of Bonds. The Bonds shall be registered bonds without
coupons and shall be dated as of the date of the authentication thereof by the Trustee.
The Bonds shall mature on the 15th day of December, 2042 (subject to earlier redemption, as provided herein), shall bear interest at
the rate of 3.92% per annum, payable semi-annually on the fifteenth day of June and December of each year and at maturity (each an
“Interest Payment Date”), beginning on June 15, 2013. The principal, Make-Whole Amount (as defined below), if any, and interest on the
Bonds shall be payable in lawful money of the United States of America; the place where such principal and Make-Whole Amount, if any,
shall be payable shall be the corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, and the place
where such interest shall be payable shall be the office or agency of the Company in said Borough of Manhattan, the City of New York, New
York. The Bonds shall have such other terms as set forth in the form of Bond provided in Section 3.
SECTION 2. The Bonds shall be subject to redemption at the option of the Company, in whole at any time or in part from time to
time (any such date of redemption, a “Redemption Date”), at a redemption price (any such price, a “Redemption Price”) equal to 100% of the
principal amount of the Bonds to be redeemed on the Redemption Date together with the Make-Whole Amount (as defined in the form of
Bond provided in Section 3), if any, plus, in each case, accrued and unpaid interest thereon to the Redemption Date.
Notwithstanding the foregoing, installments of interest on the Bonds that are due and payable on Interest Payment Dates falling on or prior to
a Redemption Date will be payable on the Interest Payment Date to the registered holders as of the close of business on the relevant Record
Date.
Notice of redemption shall be given to the holders of the Bonds to be redeemed not more than 60 nor less than 30 days prior to the
Redemption Date, as provided in Section 4.05 of the Indenture. Each such notice shall specify such optional Redemption Date, the aggregate
principal amount of the Bonds to be redeemed on such date, the principal amount of each Bond held by such holder to be redeemed, and the
interest to be paid on the Redemption Date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a
senior financial officer of the Company as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the
date of such notice were the date of the redemption), setting forth the details of such computation. The Make-Whole Amount shall be
determined by the Company two Business Days prior to the applicable Redemption Date and the Company shall deliver to holders of the
Bonds and to the Trustee a certificate of a senior financial officer specifying the calculation of such Make-Whole Amount as of the Redemption
Date.
Subject to the limitations of Section 4.07 of the Indenture, the notice of redemption may state that it is subject to the receipt of the
redemption moneys by the Trustee on or before the Redemption Date, and that such notice shall be of no effect unless such moneys are so
received on or before such date.
If the Bonds are only partially redeemed by the Company, the Trustee shall select which Bonds are to be redeemed pro rata among
all of the Bonds at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof and
otherwise in accordance with the terms of the Indenture. In the event of redemption of the Bonds in part only, a new Bond or Bonds for the
unredeemed portion will be issued in the name or names of the holders thereof upon the surrender or cancellation thereof.
If money sufficient to pay the applicable Redemption Price with respect to the Bonds to be redeemed on the applicable Redemption
Date, together with accrued interest to the Redemption Date, is deposited with the Trustee on or before the related Redemption Date and
certain other conditions are satisfied, then the Bonds to be redeemed shall no longer be secured by, or entitled to any lien or benefit of, the
Indenture as provided by Section 4.04 of the Indenture.
The Bonds will not have a sinking fund.
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