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EXHIBIT 4.2
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DTE ENERGY COMPANY
AND
THE BANK OF NEW YORK
TRUSTEE
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- SUPPLEMENTAL INDENTURE
DATED AS OF -
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SUPPLEMENTING THE AMENDED AND RESTATED INDENTURE
DATED AS OF APRIL 9, 2001
PROVIDING FOR
-% SENIOR NOTES DUE -
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- SUPPLEMENTAL INDENTURE, dated as of the - day of -, - between DTE
ENERGY COMPANY, a corporation organized and existing under the laws of the State
of Michigan (the "Company"), and THE BANK OF NEW YORK, a New York banking
corporation, having its principal office in The City of New York, New York, as
trustee (the "Trustee");
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Amended and Restated Indenture, dated as of April 9, 2001 (the
"Original Indenture"), as amended, supplemented or modified (as so amended,
supplemented or modified, the "Indenture") providing for the issuance by the
Company from time to time of its debt securities; and
WHEREAS, the Company now desires to provide for the issuance of a
series of its unsecured, senior debt securities pursuant to the Original
Indenture; and
WHEREAS, the Company, in the exercise of the power and authority
conferred upon and reserved to it under the provisions of the Original
Indenture, including Section 901 thereof, and pursuant to appropriate
resolutions of the Board of Directors, has duly determined to make, execute and
deliver to the Trustee this - Supplemental Indenture to the Original Indenture
as permitted by Section 201 and Section 301 of the Original Indenture in order
to establish the form or terms of, and to provide for the creation and issue of,
a series of its debt securities under the Original Indenture, which shall be
known as the "-% Senior Notes due -" (the "Notes"); and
WHEREAS, all things necessary to make such debt securities, when
executed by the Company and authenticated and delivered by the Trustee or any
Authenticating Agent and issued upon the terms and subject to the conditions
hereinafter and in the Original Indenture set forth against payment therefor,
the valid, binding and legal obligations of the Company and to make this -
Supplemental Indenture a valid, binding and legal agreement of the Company, have
been done;
NOW, THEREFORE, THIS - SUPPLEMENTAL INDENTURE WITNESSETH that, in order
to establish the terms of a series of debt securities, and for and in
consideration of the premises and of the covenants contained in the Original
Indenture and in this - Supplemental Indenture and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, it
is mutually covenanted and agreed as follows:
ARTICLE ONE
DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION
SECTION 101. Definitions. Each capitalized term that is used herein and
is defined in the Original Indenture shall have the meaning specified in the
Original Indenture unless such term is otherwise defined herein.
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SECTION 102. Section References. Each reference to a particular section
set forth in this Supplemental Indenture shall, unless the context otherwise
requires, refer to this - Supplemental Indenture.
ARTICLE TWO
TITLE AND TERMS OF THE SECURITIES; STATED MATURITY
SECTION 201. Title of the Securities; Stated Maturity. This -
Supplemental Indenture hereby establishes a series of Securities, which shall be
known as the Company's "-% Senior Notes due -" (referred to herein as the
"Notes"). For purposes of the Original Indenture, the Notes shall constitute a
single series of Securities. The Stated Maturity on which the principal of the
Notes shall be due and payable will be -.
SECTION 202. Variations from the Original Indenture. [Section 1009 of
the Original Indenture shall be applicable to the Notes.] [Section 403(2) and
Section 403(3) [shall] [shall not] be applicable to the Notes; the Company's
obligations under Section 1009, without limitation, shall be subject to
defeasance in accordance with Section 403(3).]
SECTION 203. Amount and Denominations; DTC. The aggregate principal
amount of Notes that may be issued under this - Supplemental Indenture is
limited initially to $- (except as provided in Section 301(2) of the Original
Indenture); provided that the Company may, without the consent of the Holders of
the Outstanding Notes, "reopen" this series of Securities so as to increase the
aggregate principal amount of Notes Outstanding in compliance with the
procedures set forth in the Original Indenture, including Section 301 and
Section 303 thereof, so long as any such additional Notes have the same tenor
and terms (including, without limitation, rights to receive accrued and unpaid
interest) as the Notes then Outstanding. The Notes shall be issuable only in
fully registered form and, as permitted by Section 301 and Section 302 of the
Original Indenture, in denominations of $1,000 and integral multiples thereof.
The Notes will initially be issued under a book-entry system, registered in the
name of The Depository Trust Company, as depository ("DTC"), or its nominee, who
is hereby designated as "U.S. Depositary" under the Original Indenture.
SECTION 204. Terms of the Notes.
(a) [The Notes shall bear interest at the rate of [ %] per annum on
the principal amount thereof from the date of issuance until the principal of
the Notes 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][quarterly] in arrears on [, , ]
and of each year (each such date, an "Interest Payment Date"),
commencing .]
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[If the Notes are not to bear interest prior to Stated
Maturity, insert - The principal of the Notes shall not bear interest except in
the case of a default in payment of principal upon acceleration, upon redemption
or at Stated Maturity and in such case the overdue principal and any overdue
premium shall bear interest at the rate of [yield to maturity]% per annum (to
the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such default in payment to the date payment
of such principal has been made or duly provided for. Interest on any overdue
principal or premium shall be payable on demand. Any such interest on any
overdue principal or premium that is not so paid on demand shall bear interest
at the rate of [yield to maturity]% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of
such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on demand.]
(b) [The amount of interest payable for any period shall be
computed on the basis of [twelve 30-day months and a 360-day year][a 360-day
year and the actual number of days elapsed in such period] [the actual number of
days in the year] and, for any period shorter than a full
[semiannual][quarterly] interest period, will be computed on the basis of the
actual number of days elapsed in such period. In the event that any date on
which interest is payable on 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),] [except that, if such Business Day is in the next succeeding
calendar [year][month], such payment shall be made on the immediately preceding
Business Day] [without reduction in the amount due to such early payment], in
each case with the same force and effect as if made on such date.] The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date with respect to any Note will, as provided in the Original
Indenture, be paid to the person in whose name the Note (or one or more
Predecessor Securities, as defined in said Indenture) 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 the Note (or one or more
Predecessor Securities) 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 this series
of 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, The 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.]
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(c) The Notes are not subject to repayment at the option of the Holders
thereof. [[Except as provided in the form of Note attached hereto as Exhibit A,]
[T][t]e Notes are not redeemable by the Company prior to maturity and are not
subject to any sinking fund.]
(d) [insert for Original Issue Discount Notes] If an Event of Default
with respect to Notes of this series shall occur and be continuing, an amount of
principal of the Notes of this series (the "Acceleration Amount") may be
declared due and payable in the manner and with the effect provided in the
Original Indenture. In case of a declaration of acceleration on or before ,
and on in any year, the Acceleration Amount per principal
amount at Stated Maturity of the Notes shall be equal to the amount set forth in
respect of such date below:
Acceleration Amount per
principal
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Date of declaration amount of Stated Maturity
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and in case of a declaration of acceleration on any other date, the Acceleration
Amount shall be equal to the Acceleration Amount as of the next preceding date
set forth in the table above, plus accrued original issue discount (computed in
accordance with the method used for calculating the amount of original issue
discount that accrues for U.S. Federal income tax purposes) from such next
preceding date to the date of declaration at the yield to maturity. For the
purpose of this computation the yield to maturity is ___%. Upon payment (i) of
the Acceleration Amount so declared due and payable and (ii) of interest on any
overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and interest, if any,
on the Notes of this series shall terminate.
(e) The Notes shall have such other terms and provisions as are set
forth in the form of Note attached hereto as Exhibit A (all of which
incorporated by reference in and made a part of this - Supplemental Indenture as
if set forth in full at this place).
SECTION 205. Form of Notes. Attached hereto as Exhibit A is a form of
the definitive 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
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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 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.
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IN WITNESS WHEREOF, the parties hereto have caused this - Supplemental
Indenture to be duly executed and attested, all as of the day and year first
above written.
DTE ENERGY COMPANY
By:
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Name:
Title:
ATTEST:
By:
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THE BANK OF NEW YORK
By:
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Name:
Title:
ATTEST:
By:
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EXHIBIT A
FORM OF SENIOR NOTE
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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. R- -
DTE ENERGY COMPANY
-% SENIOR NOTE DUE -
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 ("Stated Maturity")[, unless
previously redeemed,] [and to pay interest at the rate of [ %] per annum on
said principal sum from the date of issuance until the principal of this Note
hereof 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][quarterly]
in arrears on [, , ] and of each year
(each such date, an "Interest Payment Date"), commencing .]
[If this Note is not to bear interest prior to Stated Maturity, insert - The
principal of this Note shall not bear interest except in the case of a default
in payment of principal upon acceleration, upon redemption or at Stated Maturity
and in such case the overdue principal and any overdue premium shall bear
interest at the rate of [yield to maturity]% per annum (to the extent that the
payment of such interest shall be legally enforceable), which shall accrue from
the date of such default in payment to the date payment of such principal has
been
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made or duly provided for. Interest on any overdue principal or premium shall be
payable on demand. Any such interest on any overdue principal or premium that is
not so paid on demand shall bear interest at the rate of [yield to maturity]%
per annum (to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such demand for payment to the
date payment of such interest has been made or duly provided for, and such
interest shall also be payable on demand.]
[The amount of interest payable for any period shall be computed on the basis of
[twelve 30-day months and a 360-day year][a 360-day year and the actual number
of days elapsed in such period] [the actual number of days in the year] and, for
any period shorter than a full [semiannual][quarterly] interest period, will be
computed on the basis of the actual number of days elapsed in such period. In
the event that any date on which interest is payable on this Note 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),] [except that, if such Business Day
is in the next succeeding calendar [year][month], such payment shall be made on
the immediately preceding Business Day [without reduction in the amount due to
such early payment], in each case with the same force and effect as if made on
such date.] A "Business Day" shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions located in
the State of Michigan or in the state in which the principal corporate trust
office of the Trustee is located are authorized or obligated by or pursuant to
law or executive order to close. 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 (as defined herein), be paid to
the person in whose name this Note (or one or more Predecessor Securities, as
defined in said Indenture) 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 (or one or more Predecessor Securities) 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 this series of 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 this Note shall be payable at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, The 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.]
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This Note is one of a duly authorized Securities of the Company, designated as
the "-% Senior Notes due -" (the "Notes"), initially limited to an aggregate
principal amount of $- (except for Notes authenticated and delivered upon
transfer of, or in exchange for, or in lieu of other Notes), all issued or to be
issued under and pursuant to an Amended and Restated Indenture, dated as of
April 9, 2001, as amended, supplemented or otherwise modified from time to time
(as so amended, supplemented or modified, the "Indenture"), duly executed and
delivered between the Company and The Bank of New York, a New York banking
corporation, as 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.
[[Except as provided below,] [T][t]his Note is not redeemable by the Company
prior to maturity and is not subject to any sinking fund.]
[The Company shall have the right to redeem this Note at the option of the
Company, without premium or penalty, in whole or in part, at any time on or
after and prior to maturity at a redemption price equal to
[100% of the principal amount redeemed plus the accrued and unpaid interest
thereon to the date fixed for redemption][other redemption price].]
[Other redemption provisions.]
Notice of any 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.
Unless the Company defaults in payment of the redemption price, on and after the
redemption date interest will cease to accrue on the principal amount of this
Note called for redemption.
If money sufficient to pay the redemption price with respect to the principal
amount of and accrued interest on the principal amount of this Note to be
redeemed on the redemption date is deposited with the Trustee or Paying Agent on
or before the redemption date and certain other conditions are satisfied, then
on or after such 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 Notes will be
redeemed pro rata or by lot or by any other method utilized by the Trustee;
provided that if, at the time of redemption, the Notes are registered as a
Global Note, the Depositary shall determine by lot the principal amount of such
Notes held by each Note Holder to be redeemed.
In the event of redemption of this Note in part only, a new Note or Notes of
this series for the unredeemed portion hereof will be issued in the name of the
registered Holder hereof upon the cancellation hereof.]
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The sinking fund for this series provides for the redemption on in
each year beginning with the year and ending with the year of [not
less than] [("mandatory sinking fund") and, at the option of the
Company, not more than ] aggregate principal amount of Notes of this
series. [Notes of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made in the order in
which they become due.]]
[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.]
[Insert for Original Issue Discount Notes - If an Event of Default with respect
to this Note shall occur and be continuing, an amount of principal of this Note
(the "Acceleration Amount") may be declared due and payable in the manner and
with the effect provided in the Indenture. In case of a declaration of
acceleration on or before , and on in any year, the Acceleration
Amount per principal amount at Stated Maturity of this Note shall be
equal to the amount set forth in respect of such date below:
Acceleration Amount per
principal
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Date of declaration amount of Stated Maturity
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and in case of a declaration of acceleration on any other date, the Acceleration
Amount shall be equal to the Acceleration Amount as of the next preceding date
set forth in the table above, plus accrued original issue discount (computed in
accordance with the method used for calculating the amount of original issue
discount that accrues for U.S. Federal income tax purposes) from such next
preceding date to the date of declaration at the yield to maturity. For the
purpose of this computation the yield to maturity is %. Upon payment (i) of
the Acceleration Amount so declared due and payable and (ii) of interest on any
overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and interest, if any,
on this Note shall terminate.]
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.
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
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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 of any series, 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 aforesaid
percentage of Notes, the Holders of which are required to consent to any such
supplemental indenture. The Indenture also contains provisions permitting (i)
the registered Holders of at least 66 2/3% in aggregate principal amount of the
Securities of all series at the time outstanding affected thereby, on behalf of
the registered Holders of the Securities of such series, 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 of any series at the time outstanding affected thereby, on behalf of
the registered Holders of the Securities of such series, 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.
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The Notes of this series are issuable only in fully registered form without
coupons in denominations of $1,000 and any integral multiple thereof. This
Global Note is exchangeable for Notes in definitive form only under certain
limited circumstances set forth in the Indenture. Notes of this series so issued
are issuable only in registered form without coupons in denominations of $1,000
and any integral multiple thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Notes of this series are exchangeable for
a like aggregate principal amount of Notes of this series 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 of this series, (ii) the registered owners
of not less than 25% in principal amount of the outstanding Notes of this series
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 of this series 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 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 Authentication 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.
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IN WITNESS WHEREOF, the Company has caused this Instrument to be duly
executed.
DTE ENERGY COMPANY
By
---------------------------------
Date:
Attest:
By
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CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series of Notes described in the within
mentioned Indenture.
THE BANK OF NEW YORK
as Trustee
By
---------------------------------
Authorized Signatory
Date:
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
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(Please insert Social Security or Other Identifying Number of Assignee)
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(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:
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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
