DTE Energy 2012 Annual Report Download - page 134

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“Settlement Date” means, with respect to the Called Principal of a Bond, the optional Redemption Date on which such Called
Principal is to be redeemed or has become or is declared to be immediately due and payable pursuant to Section 9.01 of the Indenture as the
context requires.
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; a notice of redemption so conditioned shall be of no force or effect if such money is not so received and, in
such event, the Company shall not be required to redeem this Bond.
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 Indenture contains terms, provisions and conditions relating to the consolidation or merger of the Company with or into, and the
conveyance, or other transfer or lease, subject to the lien of the Indenture, of the trust estate to, another corporation, to the assumption by
such other corporation, in certain circumstances, of the obligations of the Company under the Indenture and on the Bonds and to the
succession of such other corporation in certain circumstances, to the powers and rights of the Company under the Indenture.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Bonds or certain covenants with
respect thereto upon compliance by the Company with certain conditions set forth therein.
This Bond shall not be valid or become obligatory for any purpose unless and until the certificate of authentication hereon shall have
been manually executed by the Trustee or its successor in trust under the Indenture.
IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this certificate to be executed under its
name with the signature of its duly authorized Officer, under its corporate seal, which may be a facsimile, attested with the signature of its
Corporate Secretary.
Dated:
MICHIGAN CONSOLIDATED GAS COMPANY
By:______________________________
Attest:
By:______________________________________
8