DTE Energy 2012 Annual Report Download - page 132

on which the bonds of this series shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided
in the Indenture.
Payments of interest on this bond will include interest accrued to but excluding the respective Interest Payment Dates. Interest
payments for this bond shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. The Company shall
pay interest on overdue principal and Make-Whole Amount, if any, and, to the extent lawful, on overdue installments of interest at the rate per
annum borne by this bond. In the event that any Interest Payment Date, Redemption Date or Stated Maturity is not a Business Day, then the
required payment of principal, Make-Whole Amount, if any, and interest will be made on the next succeeding day that is a Business Day
(and without any interest or other payment in respect of any such delay). “Business Day” means any day other than a day on which banking
institutions in the State of New York or the State of Michigan are authorized or obligated pursuant to law or executive order to close.
Payment of principal of, Make-Whole Amount, if any, and interest on the bonds of this series shall be made in such coin or currency
of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of principal, Make-
Whole Amount, if any, and interest due at the Stated Maturity or earlier redemption of such bonds shall be made at the office of the Trustee
upon surrender of such bonds to the Trustee, and (ii) payments of interest shall be made, at the option of the Company, subject to such
surrender where applicable, (A) by check mailed to the address of the person entitled thereto as such address shall appear in the bond
register of the Trustee maintained for such purpose or (B) by wire transfer at such place and to such account at a banking institution in the
United States as may be designated in writing to the Trustee at least fourteen (14) days prior to the date for payment by the person entitled
thereto. Notwithstanding the foregoing, so long as any bond is held by an Institutional Investor (as defined in the Bond Purchase Agreement
referenced below), payment of principal, Make-Whole Amount, if any, and interest on the bonds held by such holder shall be made in the
manner specified in the Bond Purchase Agreement dated as of [November 29], 2012 among the Company and the purchasers party thereto.
The bonds represented by this certificate, of the series hereinafter specified, are bonds of the Company (herein called the “bonds”)
known as its “First Mortgage Bonds,” issued and to be issued in one or more series under, and all equally and ratably secured by, an
Indenture of Mortgage and Deed of Trust dated as of March 1, 1944, duly executed by the Company to Citibank, N.A., successor trustee
(“Trustee”) as restated in Part II of the Twenty-ninth Supplemental Indenture dated as of July 15, 1989, which became effective on April 1,
1994, to which indenture and all indentures supplemental thereto executed on and after July 15, 1989 reference is hereby made for a
description of the property mortgaged and pledged, the nature and extent of the security, the terms and conditions upon which the bonds are,
and are to be, issued and secured, and the rights of the holders of the bonds and of the Trustee in respect of such security (which indenture
and all indentures supplemental thereto, including the Forty-third Supplemental Indenture dated as of December 1, 2012 referred to below,
are hereinafter collectively called the “Indenture”). As provided in the Indenture, the bonds may be issued thereunder for various principal
sums and are issuable in series, which may mature at different times, may bear interest at different rates and may otherwise vary as therein
provided. The bonds represented by this certificate are part of a series designated “3.92% First Mortgage Bonds 2012 Series D,” (herein
called the “Bonds”) created by the Forty-third Supplemental Indenture dated as of December 1, 2012 as provided for in said Indenture.
With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the
Company, the rights and obligations of the holders of the Bonds, and the terms and provisions of the Indenture may be modified or altered by
such affirmative vote or votes of the holders of the Bonds then outstanding as are specified in the Indenture.
In case an Event of Default as defined in the Indenture shall occur, the principal of the Bonds may become or be declared due and
payable in the manner, with the effect, and subject to the conditions provided in the Indenture. Upon any such declaration, the Company
shall also pay to the holders of the Bonds the Make-Whole Amount on the Bonds, if any, determined as of the date the Bonds shall have
been declared due and payable.
No recourse shall be had for the payment of the principal of, Make-Whole Amount, if any, or the interest on, the Bonds, or for any
claim based hereon or otherwise in respect of the Bonds or the Indenture, against any incorporator, stockholder, director or officer, past,
present or future, of the Company, as such, or any predecessor or successor corporation, either directly or through the Company or any such
predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability, whether at common law, in equity, by any constitution, statute or otherwise, of incorporators,
stockholders, directors or officers being waived and released by the owner hereof by the acceptance of the Bonds, and as part of
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