展覽4.1
dte energy company
及
紐約梅隆銀行trust公司，N.A.，
受託人
__________________________
補充契約
2024年8月1日
__________________________
補充修訂後的新契約和修訂後的契約
日期截至2001年4月9日
提供給
2024系列E 4.95%資本金到期日為2027年的優先票據
2024年8月1日簽訂的補充契約，由密西根州法律成立和存在的dte energy company公司(the “Company”)與作為繼任受託人的紐約梅隆銀行信託公司(the “Trustee”)之間。
鑑於公司先前已向受託人簽署並交付一份修訂版及重訂版信託契約，日期為2001年4月9日（原始信託契約），經過修訂、補充或修改（經修訂、補充或修改後，稱為信託契約），以規定公司不時發行其債務證券；
鑒於公司現在希望根據原始契約發行一系列無抵押的高級債券；並
鑒於公司根據原始信託契約的規定，包括其中第901條授予並保留給其行使的權力和權威，並根據董事會的適當決議，已正式決定依原始信託契約的第201條和第301條的規定，編製、執行並交付給受託人這份補充信託契約，以在原始信託契約下設立，創建並發行一系列公司的債務證券，該系列將被稱為“2024年E 4.95%到期2027的優先票據”；
鑒於，當公司簽署、由受託人或任何驗證代理人驗證並交付，根據本隨附付條款和原始信託契約所規定的條款和條件發行債券，並支付相應費用後，使該等債券成為公司的有效、約束力和合法債務，並使本補充契約成為公司的有效、約束力和合法協議，已完成。
現在，根據本補充契約的內容，為建立一系列債券的條款，並考慮到原始契約和本補充契約中包含的契約，以及其他的良好和有價值的考慮，特此確認已收到並認為足夠，在此互相承諾並達成以下協議：
| 第一篇文章 | ||
| 定義及其他 | ||
| 一般適用條款 | ||
第101條。定義每個在此使用並在原始契約中有定義的大寫術語，在除非此術語在此界定，否則將具有原始契約中指定的含義。以下術語應具有以下所述含義：
「工作日」指的是除星期六或星期日之外的任何一天，或紐約州或密西根州商業銀行根據法律或行政命令要求或獲准關閉的日子。
第102節。 部分參考。除非上下文另有要求，本補充契約中對特定條款的引用應指本補充契約。
| 第二節 | ||||||||
| 證券的標題和條款 | ||||||||
第201條。證券名稱；標示到期日。 本補充契約特此建立一系列證券，將被稱為公司的“2024年E系列4.95%到期2027年的債券”（以下簡稱“債券”）。 債券本金到期應付款的標示到期日為2027年7月1日。
第202節。等級票據與公司隨時未償還的所有其他未受担保和無優先順位債務平等排名。
第203節。與原始契約的變動原始契約的第1009條將適用於票據。第403(2)條和第403(3)條將適用於票據；公司對第1009條下的義務（但不限於）將受到根據第403(3)條的除權的約束。
第204條。 金額和面額；DTC本補充信託契約的註記的總本金金額最初僅限於12億美元（除《原始信託契約》第301(2)條規定的情況除外）；據此公司可以在不得持有擔保註記的持有人同意的情況下，進行“重新開放”註記，以便增加已發行註記的總本金金額，並要符合《原始信託契約》中所載的程序，包括其中的第301和第303條，只要此類附加註記具有與當時已發行註記相同的期間和條款（包括但不限於權利收取應計及未付利息）。如果發生違約事件則不得發行額外的註記。註記只得以完全登記形式發行，並且根據《原始信託契約》第301和第302條的規定，以2000美元的面額及其倍數第1000美元進行發行。註記最初將以全球形式（“環球註記”）發行，採用簿記處理系統，用“存管信託公司”作名義登記，在“存管該公司”下，根據信託契約，其已指定為存管機構。
(b) 根據原始契約第305條的進一步規定，任何全球貨幣都可以兌換為註冊在其他人名下的註記，而全球貨幣的轉讓可以註冊給任何除了該註記的存管銀行或其被提名人以外的人，只有在以下情況下才可以進行：(i) 該存管銀行通知公司，它不願意或無法繼續擔任該全球貨幣的存管銀行，或者任何時候該存管銀行不再是美國證券交易委員會註冊的結算機構，無論哪種情況，公司在之後90天內未指定繼任存管銀行，(ii) 公司執行並交付給受託人一個公司訂單，決定該全球貨幣可進行兌換以及其轉讓可註冊，或者(iii) 發生且持續著註記的違約事件或具有通知或時間流逝或兩者都有的情況，將涉及註記的違約事件。對於條款(i)中指定的任何一項或多項條件在全球貨幣發生後的事件中，(ii)
2
或前一句的(iii)項所述的，此全球註冊票據可用於兌換為以及轉讓給登記在此等名下的票據（包括存管人及其提名人以外的其他人士），存管人在兌換情況下指定，而公司在轉讓情況下指定。
第205條。票據條款。
(a) 債票將自2024年8月2日開始以4.95%年息率計算其本金數額的利息，直至債票本金到期並支付，以及任何逾期本金和溢價，以及（在適用法律下該付款利息是可強制執行的範圍內）在逾期期間的任何逾期利息分期以相同年息率計算。債票利息將於每年1月1日和7月1日逆向半年支付（每個日期均為“利息支付日期”），自2025年1月1日開始支付。任何時期的應付利息金額將根據12個30天月份和360天年的基礎計算。
(b) 若票據的任何利息支付日期、贖回日期或到期日期不是業務日，則支付該日期應支付的金額將在下一個業務日支付（並且無需就任何延遲支付支付利息或其他款項），在每種情況下均與在該日期支付時所產生相同的效力和效果。就任何票據相關的利息支付日期，按原始信託契約規定，應按時支付或妥善準備好的利息分期付款將支付給該日期有關的記錄日結算時名義的持有人，該記錄日將是有關利息分期支付日期（即「常規記錄日期」）之前的第十五個日曆日（無論是否業務日）。任何未按時支付或妥善準備好的利息分期將立即不再應支付給該常規記錄日期上的註冊持有人，可以支付給在由受託人為支付此類違約利息而設定的特別記錄日期上的名義的持有人，關於該特別記錄日期的通知至少在該特別記錄日期前十天發給票據的註冊持有人，或者可以按照在票據上市的任何證券交易所的要求不矛盾於法律的任何其他方式隨時支付，並按照該交易所可能要求所需的通知，全部如同原始信託契約更詳盡地規定的一樣。票據的本金、如有的溢價金額和利息應支付在公司於紐約市曼哈頓區辦事處或代理處，以當時用於支付公共和私人債務的美利堅合眾國貨幣或法幣付款；但是，公司可選擇通過郵寄支票向常規記錄日期的結算時地址為實際持有人郵寄利息支付，其地址將出現在安全註冊中。
(c) 該債券並非由持有人選擇償還，亦不受任何基金的約束。根據附錄A中附帶的債券表格規定，債券可在所載的條款下由公司選擇性地在到期前全數或部分贖回。除了在債券表格中修改的內容外，贖回應按照原始契約第十一條的規定進行。
3
(d) 債券應具有如附件A所附註釋表中所設定的其他條款和規定（該附件作為參照並被視為本補充契約的一部分，完整呈現於此處）。
SECTION 206. Form of Notes. Attached hereto as Exhibit A is the form of the Notes.
| ARTICLE THREE | ||||||||
| MISCELLANEOUS PROVISIONS | ||||||||
The Trustee makes no undertaking or representations in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Supplemental Indenture or the proper authorization or the due execution hereof by the Company or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company.
Except as expressly amended hereby, the Original Indenture shall continue in full force and effect in accordance with the provisions thereof and the Original Indenture is in all respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Original Indenture in the manner and to the extent herein and therein provided.
This Supplemental Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.
This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Execution and delivery of this Supplemental Indenture via electronic signatures shall constitute effective execution and delivery of this Supplemental Indenture.
With respect to the 2024 Series E 4.95% Senior Notes due 2027 only, the parties hereby agree that:
The Trustee shall have the right to accept and act upon instructions (“Instructions”), including fund transfer instructions given pursuant to this Supplemental Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee an incumbency certificate listing officers and other Company personnel with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted from the listing or promptly upon reasonable request of the Trustee. If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its reasonable discretion elects to act upon such Instructions, the Trustee’s reasonable understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the Trustee shall be entitled to reasonably presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company shall establish reasonable procedures to ensure that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers shall safeguard the use and confidentiality of applicable user and authorization
4
codes, passwords and/or authentication keys provided to the Company. The Trustee shall use reasonable efforts to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys provided to the Trustee in accordance with its regular procedures. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reasonable reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Company agrees: (i) to assume all risks arising out of the use of the Electronic Means it selects to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. For purposes of this paragraph, “Electronic Means" shall mean the following communications methods: e-mail, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.
The Company agrees, subject to applicable law, (i) to provide the Trustee, upon written request, with such reasonable tax information as it has obtained in the ordinary course and has readily available in its possession to enable the Trustee to determine whether any payments pursuant to this Supplemental Indenture are subject to the withholding requirements described in Section 1471(b) of the US Internal Revenue Code of 1986 (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations, or agreements thereunder or official interpretations thereof (“FATCA”) and (ii) that the Trustee shall be entitled to make any withholding or deduction from payments under this Supplemental Indenture to the extent necessary to comply with FATCA. The agreement in this paragraph shall be solely for the benefit of the Trustee in order to assist it in complying with such withholding requirements and shall not be enforceable by any individual holder.
5
| IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to | ||||||||
| be duly executed, all as of the day and year first above written. | ||||||||
| DTE ENERGY COMPANY | ||||||||
By:/s/Mark C. Rolling________________ | ||||||||
| Name: Mark C. Rolling | ||||||||
| Title: Senior Vice President - Finance and Treasurer | ||||||||
| ATTEST: | ||||||||
| By:/s/Lisa A. Muschong | ||||||||
| Name: Lisa A. Muschong | ||||||||
| Title: Vice President, Corporate Secretary and Chief of Staff | ||||||||
6
| THE BANK OF NEW YORK MELLON TRUST | ||||||||
| COMPANY, N.A., as Trustee | ||||||||
By:/s/ Michael C. Jenkins | ||||||||
| Name: Michael C. Jenkins | ||||||||
| Title: Vice President | ||||||||
7
EXHIBIT A
FORM OF NOTE
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”), TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
| CUSIP NO. ___________ | $__________ | |||||||
| NO. : ______ | ||||||||
DTE ENERGY COMPANY
2024 SERIES E 4.95% SENIOR NOTES DUE 2027
DTE ENERGY COMPANY, a corporation duly organized and existing under the laws of the State of Michigan (herein referred to as the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $__________ on July 1, 2027 (“Stated Maturity” with respect to the principal of this Note), unless previously redeemed, and to pay interest at the rate of 4.95% per annum on said principal sum from August 2, 2024, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal of this Note becomes due and payable, and on any overdue principal and premium and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum during such overdue period. Interest on this Note will be payable semiannually in arrears on January 1 and July 1 of each year (each such date, an “Interest Payment Date”), commencing January 1, 2025. The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year.
In the event that any Interest Payment Date, redemption date or other date of Maturity of the Notes is not a Business Day, then payment of the amount payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), in each case with the same force and effect as if made on such date. A “Business Day” means any day other than a Saturday or Sunday or a day on which commercial
A-1
banks in the state of New York or the state of Michigan are required or authorized by law or executive order to be closed. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date with respect to this Note will, as provided in the Indenture, be paid to the person in whose name this Note is registered at the close of business on the relevant record date for such interest installment, which shall be the fifteenth calendar day (whether or not a Business Day) prior to the relevant Interest Payment Date (the “Regular Record Date”). Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Regular Record Date, and may either be paid to the person in whose name this Note is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of the Notes not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of, and premium, if any, and the interest on the Notes shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, City of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at the close of business on the Regular Record Date at such address as shall appear in the Security Register. Notwithstanding anything else contained herein, if this Note is a Global Note and is held in book-entry form through the facilities of the Depositary, payments on this Note will be made to the Depositary or its nominee in accordance with arrangements then in effect between the Trustee and the Depositary.
This Note is one of a duly authorized series of Securities of the Company, designated as the “2024 Series E 4.95% Senior Notes due 2027” (the “Notes”), initially limited to an aggregate principal amount of $1,200,000,000 (except for Notes authenticated and delivered upon transfer of, or in exchange for, or in lieu of other Notes, and except as further provided in the Indenture), all issued or to be issued under and pursuant to an Amended and Restated Indenture, dated as of April 9, 2001, as supplemented through and including the Supplemental Indenture dated as of August 1, 2024 (together, as amended, supplemented or modified, the “Indenture”), duly executed and delivered between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (herein referred to as the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the registered Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.
This Note is not subject to repayment at the option of the Holder hereof. This Note is not subject to any sinking fund.
This Note will be redeemable at the option of the Company, in whole at any time or in part from time to time (any such date of redemption to be a “Redemption Date” for purposes of the Indenture) on the terms and at the redemption prices set forth below.
A-2
Prior to June 1, 2027 (the “Par Call Date”), the Company may redeem this Note at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
•(a) the sum of the present values of the remaining scheduled payments of principal and interest hereon discounted to the redemption date (assuming this Note matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and
•100% of the principal amount of this Note to be redeemed,
plus, in either case, accrued and unpaid interest hereon to the redemption date.
On or after the Par Call Date, the Company may redeem this Note, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of this Note being redeemed plus accrued and unpaid interest hereon to the Redemption Date.
As used herein:
“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable:
(1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or
(2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or
(3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
A-3
If on the third business day preceding the redemption date H.15 TCM or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any optional redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered address.
If money sufficient to pay the applicable Redemption Price with respect to the principal amount of and accrued interest on the principal amount of this Note to be redeemed on the applicable Redemption Date is deposited with the Trustee or Paying Agent on or before the related Redemption Date and certain other conditions are satisfied, then on or after such Redemption Date, interest will cease to accrue on the principal amount of this Note called for redemption. If the Notes are only partially redeemed by the Company, the Trustee shall select which Notes are to be redeemed by lot or in a manner it deems fair and appropriate in accordance with the terms of the Indenture.
In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed portion hereof will be issued in the name of the registered Holder hereof upon the cancellation hereof.
In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Note upon compliance by the Company with certain conditions set forth therein.
A-4
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority of the aggregate principal amount of all Notes issued under the Indenture at the time outstanding and affected thereby; provided, however, that no such amendment shall without the consent of the Holder of each Note so affected, among other things (i) change the stated maturity of the principal of, or any installment of principal of or interest on any Notes, or reduce the principal amount thereof, or reduce the rate of interest thereon, or reduce any premium payable upon the redemption thereof or (ii) reduce the percentage of Notes, the Holders of which are required to consent to any amendment or waiver or for certain other matters as set forth in the Indenture. The Indenture also contains provisions permitting (i) the registered Holders of 66 2/3% in aggregate principal amount of the Securities at the time outstanding affected thereby, on behalf of the registered Holders of the Securities, to waive compliance by the Company with certain provisions of the Indenture and (ii) the registered Holders of not less than a majority in aggregate principal amount of the Securities at the time outstanding affected thereby, on behalf of the registered Holders of the Securities, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the registered Holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such registered Holder and upon all future registered Holders and owners of this Note and of any Note issued in exchange hereof or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the time and place and at the rate and in the coin or currency herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and any interest on this Note are payable or at such other offices or agencies as the Company may designate, duly endorsed by or accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Security Registrar or any transfer agent duly executed by the registered Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto.
Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any paying agent and any Security Registrar may deem and treat the registered Holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal hereof and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary.
A-5
This Global Note is exchangeable for Notes in definitive form only under certain limited circumstances set forth in the Indenture. The Notes so issued are issuable only in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of the Notes of a different authorized denomination, as requested by the registered Holder surrendering the same.
As set forth in, and subject to the provisions of, the Indenture, no registered owner of any Note will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless (i) such registered owner shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the Notes, (ii) the registered owners of not less than 25% in principal amount of the outstanding Notes shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, (iii) the Trustee shall have failed to institute such proceeding within 60 days and (iv) the Trustee shall not have received from the registered owners of a majority in principal amount of the outstanding Notes a direction inconsistent with such request within such 60-day period; provided, however, that such limitations do not apply to a suit instituted by the registered owner hereof for the enforcement of payment of the principal of or premium, if any, or any interest on this Note on or after the respective due dates expressed herein.
Unless the Certificate of Authentication hereon has been executed by the Trustee or a duly appointed Authenticating Agent referred to herein, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
The Indenture and this Note shall be governed by and construed in accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
A-6
| IN WITNESS WHEREOF, the Company has caused this Instrument to be duly executed. | ||||||||
| DTE ENERGY COMPANY | ||||||||
| By:__________________________ | ||||||||
| Name: | ||||||||
| Title: | ||||||||
| Date: | ||||||||
| Attest: | ||||||||
| By: __________________________ | ||||||||
| Name: | ||||||||
| Title: | ||||||||
A-7
| CERTIFICATE OF AUTHENTICATION | ||||||||
| This is one of the Notes described in the within mentioned Indenture. | ||||||||
THE BANK OF NEW YORK MELLON TRUST | ||||||||
| COMPANY, N.A. | ||||||||
| as Trustee | ||||||||
| By: __________________________ | ||||||||
| Authorized Signatory | ||||||||
| Date: | ||||||||
A-8
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
_______________________________________________________________________________
(Please insert Social Security or Other Identifying Number of Assignee)
______________________________________________________________________________
(Please print or type name and address, including zip code of assignee)
the within Note and all rights thereunder, hereby irrevocably constituting and appointing such person attorneys to transfer the within Note on the books of the Issuer, with full power of
substitution in the premises.
Dated:________________________
NOTICE: The signature of this assignment must correspond with the name as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatever and NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agents Medallion Program (“STAMP”), the Stock Exchange, Inc. Medallion Signature Program (“MSP”). When assignment is made by a guardian, trustee, executor or administrator, an officer of a corporation, or anyone in a representative capacity, proof of his or her authority to act must accompany this Note.
A-9