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EXHIBIT 4.2
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THIRTY-FOURTH
SUPPLEMENTAL INDENTURE
TO
INDENTURE OF MORTGAGE AND
DEED OF TRUST
DATED AS OF MARCH 1, 1944
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AS RESTATED IN
PART II OF THE TWENTY-NINTH
SUPPLEMENTAL INDENTURE DATED AS OF JULY 15, 1989
WHICH BECAME EFFECTIVE ON APRIL 1, 1994
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MICHIGAN CONSOLIDATED GAS COMPANY
TO
CITIBANK, N.A.
AND
XXXXXX X. XXXXXXXX
TRUSTEES
DATED AS OF NOVEMBER 1, 1996
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CREATING AN ISSUE OF FIRST MORTGAGE BONDS,
DESIGNATED
SECURED MEDIUM-TERM NOTES, SERIES C
DUE FROM 9 MONTHS OR MORE FROM DATE OF ISSUE
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MICHIGAN CONSOLIDATED GAS COMPANY
THIRTY-FOURTH SUPPLEMENTAL INDENTURE
DATED AS OF NOVEMBER 1, 1996
SUPPLEMENTAL TO INDENTURE OF MORTGAGE
AND DEED OF TRUST
DATED AS OF MARCH 1, 1944
TABLE OF CONTENTS*
PAGE
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Parties . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals . . . . . . . . . . . . . . . . . . . . . . 1
Description of Property Acquired after Execution
And Delivery of the Thirty-third Supplemental
Indenture . . . . . . . . . . . . . . . . . . . . 3
PROVISIONS RELATING TO SECURED
MEDIUM-TERM NOTES, SERIES C
ARTICLE I
CREATION OF AN ISSUE OF FIRST MORTGAGE
BONDS, DESIGNATED AND DISTINGUISHED AS
"SECURED MEDIUM-TERM NOTES, SERIES C"
SECTION 1 . . . . . . . . . . . . . . . . . . . . . . 3
Bonds of Thirty-first Series . . . . . . . . . . . 3
SECTION 2 . . . . . . . . . . . . . . . . . . . . . . 4
Redemption . . . . . . . . . . . . . . . . . . . . 4
SECTION 3 . . . . . . . . . . . . . . . . . . . . . . 6
Form of Redeemable Bond . . . . . . . . . . . . . 6
Form of Non-Redeemable Bond . . . . . . . . . . . 11
SECTION 4 . . . . . . . . . . . . . . . . . . . . . . 15
Transfer and Exchange . . . . . . . . . . . . . . 15
SECTION 5 . . . . . . . . . . . . . . . . . . . . . . 16
Temporary Bonds . . . . . . . . . . . . . . . . . 16
ARTICLE II
ISSUE OF BONDS OF THIRTY-FIRST SERIES
Aggregate Principal Amount . . . . . . . . . . . . . 16
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ARTICLE III
THE TRUSTEES
The Trustees . . . . . . . . . . . . . . . . . 17
ARTICLE IV
MISCELLANEOUS PROVISIONS
Miscellaneous Provisions . . . . . . . . . . . 17
Testimonium . . . . . . . . . . . . . . . . . 18
Executions . . . . . . . . . . . . . . . . . . 18
Acknowledgments . . . . . . . . . . . . . . . . 19
Schedule A . . . . . . . . . . . . . . . . . . 20
* NOTE: The Table of Contents is not part of the original Indenture as
executed.
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THIS THIRTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of the 1st day of
November, 1996, between MICHIGAN CONSOLIDATED GAS COMPANY, a corporation duly
organized and existing under and by virtue of the laws of the State of Michigan
(hereinafter called the "Company"), having its principal place of business at
000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, party of the first part, and CITIBANK,
N.A. (formerly First National City Bank), a national banking association
incorporated and existing under and by virtue of the laws of the United States
of America, having an office at 000 Xxxx Xxxxxx in the Borough of Manhattan,
The City of New York, New York, successor to CITY BANK FARMERS TRUST COMPANY
(hereinafter with its predecessors as trustee called the "Trustee"), and XXXXXX
X. XXXXXXXX, having an office at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx
Xxxx, successor to XXXXX X. XXXXXX as individual trustee (hereinafter with his
predecessors as individual trustee called the "Individual Trustee"), as
Trustees under the Indenture hereinafter mentioned, parties of the second part
(the Trustee and Individual Trustee being hereinafter together referred to as
the "Trustees"):
WHEREAS, the Company has heretofore executed and delivered to the Trustees
an Indenture of Mortgage and Deed of Trust (hereinafter called the "Original
Indenture"), dated as of March 1, 1944;
WHEREAS, the Twenty-ninth Supplemental Indenture, which became effective
April 1, 1994 provided for the modification and restatement of the Original
Indenture, as previously amended (the "Indenture") and secures the Company's
First Mortgage Bonds, unlimited in aggregate principal amount except as therein
otherwise provided:
a Thirtieth Supplemental Indenture, dated as of September 1, 1991;
a Thirty-first Supplemental Indenture, dated as of December 15, 1991;
a Thirty-second Supplemental Indenture, dated as of January 5, 1993;
a Thirty-third Supplemental Indenture, dated as of May 1, 1995; and
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WHEREAS, at the date hereof there were outstanding First Mortgage Bonds of
the Company issued under the Indenture, of 5 series (all outstanding bonds of
25 other series having been previously retired) in the principal amounts set
forth below:
Amount
Outstanding
Designation Amount As of
of Series Initially Issued 6/30/96
First Mortgage Bonds
(Secured Medium-Term Notes, Series A)
9-1/8% Series due 2004................... 55,000,000 55,000,000
9-1/2% Series due 2019................... 5,000,000 5,000,000
First Mortgage Bonds
9-1/2% Series due 2021................... 40,000,000 40,000,000
First Mortgage Bonds
(Secured Term Notes, Series A)
6-1/4% Series due 1997................... 50,000,000 50,000,000
8% Series due 2002....................... 70,000,000 70,000,000
7-1/2% Series due 2020................... 10,000,000 10,000,000
6-3/4% Series due 2023................... 20,000,000 18,132,000
First Mortgage Bonds
(Secured Term Notes, Series B)
5-3/4% Series due 2001................... 60,000,000 60,000,000
8-1/4% Series due 2014................... 80,000,000 80,000,000
7-1/2% Series due 2020................... 20,000,000 19,928,000
7% Series due 2025....................... 40,000,000 40,000,000
First Mortgage Bonds
(Secured Medium-Term Notes, Series B)
6.30% Series due 1998................... 20,000,000 20,000,000
6.51% Series due 1999................... 30,000,000 30,000,000
6.72% Series due 2003................... 4,150,000 4,150,000
6.80% Series due 2003................... 15,850,000 15,850,000
7.15% Series due 2006................... 40,000,000 40,000,000
and
WHEREAS, the Company desires in and by this Thirty-fourth Supplemental
Indenture to create a Thirty-first series of bonds to be issued under the
Indenture, to designate or otherwise distinguish such series, to specify the
particulars necessary to describe and define the same, and to specify such
other provisions and agreements in respect thereof as are in the Indenture
provided or permitted; and
WHEREAS, the Company also desires in and by this Thirty-fourth
Supplemental Indenture to record the description of, and confirm unto the
Trustees, certain property acquired after the execution and delivery of the
Thirty-third Supplemental Indenture, and now subject to the lien of the
Indenture by virtue of the provisions thereof conveying to the Trustees
property acquired after its execution and delivery; and
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WHEREAS, all the conditions and requirements necessary to make this
Thirty-fourth Supplemental Indenture, when duly executed and delivered, a
valid, binding and legal instrument in accordance with its terms and for the
purposes herein expressed, have been done, performed and fulfilled, and the
execution and delivery of this Thirty-fourth Supplemental Indenture in the form
and with the terms hereof have been in all respects duly authorized;
NOW, THEREFORE, it is agreed by and between the Company and the Trustees
as follows:
DESCRIPTION OF PROPERTY ACQUIRED AFTER EXECUTION AND DELIVERY
OF THE THIRTY-THIRD SUPPLEMENTAL INDENTURE
The Company hereby confirms unto the Trustees, and records the description
of, the property described in Schedule A attached hereto and expressly made a
part hereof, which property has been acquired by the Company after the
execution and delivery of the Thirty-third Supplemental Indenture and which is
now subject to the lien of the Indenture in all respects as if originally
described therein.
PROVISIONS RELATING TO SECURED MEDIUM-TERM NOTES, SERIES C
ARTICLE I
CREATION OF AN ISSUE OF FIRST MORTGAGE BONDS, DESIGNATED AND
DISTINGUISHED AS "SECURED MEDIUM-TERM NOTES, SERIES C."
SECTION 1. There is hereby created a Thirty-first series of bonds to be
issued under and secured by the Indenture, to be known as "First Mortgage
Bonds," designated and distinguished as "Secured Medium-Term Notes, Series C"
of the Company (herein sometimes called "Bonds of Thirty-first Series"). The
Bonds of Thirty-first Series may be issued without limitation as to aggregate
principal amount except as provided in the Indenture and in this Thirty-fourth
Supplemental Indenture. The Bonds of Thirty-first Series shall be registered
bonds without coupons and shall be dated as of the date of the authentication
thereof by the Trustee.
Each Bond of Thirty-first Series shall mature on such date nine months or
more from date of issue, shall bear interest at such rate or rates selected by
the purchaser and agreed to by the Company, or selected by the Company and
agreed to by the purchaser payable semi-annually on the first day of February
and August of each year and at maturity (each an interest payment date) and
have such other terms and provisions not inconsistent with the Indenture as the
Board of Directors may determine in accordance with a resolution filed with the
Trustee referring to this Thirty-fourth Supplemental Indenture; the principal,
premium, if any, and interest on the Bonds of Thirty-first Series shall be
payable in lawful money of the United States of America; the place where such
principal and premium, 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.
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So long as there is no existing default in the payment of interest on the
Bonds of Thirty-first Series, all Bonds of Thirty-first Series authenticated by
the Trustee after the record date hereinafter specified for any interest
payment date, and prior to such interest payment date (unless the issue date
hereinafter specified is after such record date) shall be dated the date of
authentication, but shall bear interest from such interest payment date, and
the person in whose name any Bond of Thirty-first Series is registered at the
close of business on any record date with respect to any interest payment date
shall be entitled to receive the interest payable on such interest payment date
notwithstanding any transfer or exchange of such Bond of Thirty-first Series
subsequent to the record date and on or prior to such interest payment date,
except if and to the extent the Company shall default in the payment of the
interest due on such interest payment date, in which case such defaulted
interest shall be paid to the person in whose name such Bond of Thirty-first
Series is registered on the record date for the interest payment date fixed by
the Company for the payment of such defaulted interest, provided that in no
case shall such record date be less than ten days after notice thereof shall
have been mailed to all registered holders of Bonds of Thirty-first Series; and
provided that interest payable on a maturity date will be payable to the person
to whom the principal thereof is payable. If the issue date of any Bond of
Thirty-first Series is after such record date, such Bond shall bear interest
from the issue date but payment of interest shall commence on the second
interest payment date next succeeding the issue date. Any notice which is
mailed as herein provided shall be conclusively presumed to have been properly
and sufficiently given on the date of such mailing, whether or not the holder
receives notice.
The term "record date" as used herein with respect to any interest payment
date shall mean the close of business on January 15 next preceding a February 1
Interest Payment Date or July 15 next preceding an August 1 Interest Payment
Date, as the case may be. The term "business day" as used herein shall mean
any day other than a Saturday or Sunday or a day on which the offices of the
Trustee in the Borough of Manhattan, The City and State of New York, are
authorized or required to be closed pursuant to authorization of law.
The term "issue date" as used herein with respect to Bonds of Thirty-first
Series of a designated interest rate and maturity shall mean the date of first
authentication of Bonds of such designated interest rate and maturity.
As used in this Section 1, the term "default in the payment of interest"
means failure to pay interest on the applicable interest payment date
disregarding any period of grace permitted by Section 9.01 of the Indenture.
SECTION 2. Each Bond of Thirty-first Series may be redeemable prior to
maturity, at the option of the Company in whole at any time or in part from
time to time, or may be repayable by the Company at the option of the holder
prior to its stated maturity, as the Board of Directors may determine in
accordance with a resolution filed with the Trustee referring to this Thirty-
fourth Supplemental Indenture, on notice given in the manner set forth in
Article IV of the Indenture and as in this Section 2 provided; provided,
however, that if at the time of mailing of any notice of redemption of Bonds of
Thirty-first Series, the Company shall not have deposited with the Trustee
and/or irrevocably directed the Trustee to apply, from money held by it
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available to be used for the redemption of Bonds of Thirty-first Series, an
amount in cash sufficient to redeem all of the Bonds of Thirty-first Series
called for redemption, such notice may state that it is subject to the receipt
of the redemption monies by the Trustee before the date fixed for redemption
and such notice shall be of no effect unless such monies are so received before
such date; provided further, however, that any Bond of the Thirty-first Series
may state that it may not be redeemed at the option of the Company through a
refunding, directly or indirectly, by or in anticipation of the incurring of
any debt which has an interest cost to the Company of less than the effective
interest cost of such Bond. The term "interest cost to the Company" shall mean
the annual percentage yield to stated maturity of the debt at the net price to
the Company therefore, determined by reference to a standard table of bond
yields, with a straight-line interpolation if necessary. The "net price to the
Company" shall be determined after adding all premiums and deducting all
discounts, commissions, stand-by or commitment charges and any other
compensation received or receivable directly from the Company by underwriters,
investment bankers or other financing agents or purchasers. Prior to each
redemption of any Bonds of Thirty-first Series at the option of the Company
which by their terms are subject to the restrictions of this proviso, the
Company will deliver to the Trustee an officers' certificate showing compliance
with the proviso in the third preceding sentence prior to the "Limitation Date"
specified on such Bonds.
In case the Company shall at any time elect to redeem all or any part of
the Bonds of Thirty-first Series, it shall give notice to the effect that it
intends to redeem all or a part thereof, as the case may be, on a date therein
designated, specifying in case of a redemption of a part of the Bonds of
Thirty-first Series the distinctive numbers of the bonds to be redeemed and, if
applicable, the portion of the bond to be redeemed and if at the time of
mailing of any such notice of redemption of Bonds of Thirty-first Series the
Company shall not have deposited with the Trustee and/or irrevocably directed
the Trustee to apply, from money held by it available to be used for the
redemption of Bonds of Thirty-first Series an amount in cash sufficient to
redeem all of the bonds called for redemption, including accrued interest to
such date fixed for redemption, such notice may state that it is subject to the
receipt of the redemption monies by the Trustee before the date fixed for
redemption and such notice shall be of no effect unless such monies are so
received before such date.
Such notice, in the case of redemption of Bonds of Thirty-first Series at
the option of the Company, shall be given by mail by the Company, postage
prepaid, at least thirty days prior to such redemption date, to the holders of
all Bonds of Thirty-first Series to be so redeemed, at the addresses that shall
appear upon the register thereof. Any notice which is mailed as herein
provided shall be conclusively presumed to have been properly and sufficiently
given on the date of such mailing, whether or not the holder receives the
notice. In any case, failure to give due notice by mail, or any defect in the
notice, to the registered owners of any Bonds of Thirty-first Series designated
for redemption as a whole or in part, shall not affect the validity of the
proceedings for the redemption of any other bonds.
If less than the whole principal amount of a Bond of Thirty-first Series
shall be called for redemption or be repurchased, the Company shall execute
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and the Trustee shall authenticate and deliver, without charge, to the
holder thereof, a Bond or Bonds of Thirty-first Series (but only of authorized
denominations) for the unredeemed or unpurchased balance of the principal
amount of the Bond of Thirty-first Series surrendered.
SECTION 3. The Bonds of Thirty-first Series shall be registered bonds
without coupons. The Trustee shall be the registrar and paying agent for the
Bonds of the Thirty-first Series, which duties it hereby accepts. Bonds of
Thirty-first Series may be issued in the denomination of $1,000 or any integral
multiple thereof.
The forms of Bonds of Thirty-first Series shall be substantially as
follows or in the form set forth in a resolution of the Board of Directors of
the Company referring to this Thirty-fourth Supplemental Indenture filed with
the Trustee (any of the provisions of such Bond may be set forth on the reverse
side thereof):
______________________________________________________________________________
[FORM OF REDEEMABLE BOND, IF ANY, OF THIRTY-FIRST SERIES]
Unless and until this Bond is exchanged in whole or in part for
certificated Bonds registered in the names of the various beneficial holders
hereof as then certified to the Trustee by The Depository Trust Company or its
successor (the "Depositary"), this Bond may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee or by
the Depositary or any such nominee to a successor Depositary or a nominee of
such successor Depositary. Unless this certificate is presented by an
authorized representative of the Depositary to the issuer or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an
authorized representative of the Depositary and any amount payable thereunder
is made payable to Cede & Co. or such other name, ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
MICHIGAN CONSOLIDATED GAS COMPANY
SECURED MEDIUM-TERM NOTE, SERIES C
being a series of
FIRST MORTGAGE BONDS
ORIGINAL ISSUE DATE:
INITIAL REDEMPTION DATE:
LIMITATION DATE:
MATURITY DATE:
INITIAL REDEMPTION PERCENTAGE:
INTEREST DATE:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
[REPAYMENT DATE(S) :]
[REPAYMENT PRICE(S) :]
[OTHER PROVISION(S) :]
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MICHIGAN CONSOLIDATED GAS COMPANY (hereinafter called the "Company"), a
corporation of the State of Michigan, for value received, hereby promises to
pay to............................or registered assigns, the sum
of...............Dollars on the Maturity Date specified above, at the corporate
trust office of the Trustee hereinafter named in the Borough of Manhattan, The
City of New York, New York or at the principal office of any successor in
trust, in lawful money of the United States of America, and to pay interest
thereon at the Interest Rate specified above, in like lawful money payable
semi-annually at the office or agency of the Company in the Borough of
Manhattan, The City of New York, New York on the first day of February and
August in each year and on the Maturity Date (each an Interest Payment Date)
from the Issue Date specified above or from the most recent Interest Payment
Date to which interest has been paid, commencing on the Interest Payment Date
next succeeding the Issue Date, until the Company's obligation with respect to
the payment of such principal sum shall be discharged as provided in the
indentures hereinafter mentioned; provided, however, if the date of this bond
is after a Record Date (defined below) with respect to any Interest Payment
Date and prior to such Interest Payment Date, then interest shall be payable
only from such Interest Payment Date (unless the Issue Date is after such
Record Date). If the Issue Date is after such Record Date, then payment of
interest shall commence on the second Interest Payment Date succeeding the
Issue Date (but shall be payable from the Issue Date). If the Company shall
default in the payment of interest due on any Interest Payment Date, then
interest shall be payable from the next preceding Interest Payment Date to
which interest has been paid, or, if no such interest has been paid on the
bonds, from the Issue Date. So long as there is no existing default in the
payment of interest, the person in whose name this bond was registered at the
close of business on any Record Date with respect to any Interest Payment Date
shall be entitled to receive the interest payable on such Interest Payment
Date, except that if the Company shall default in the payment of interest due
on such Interest Payment Date such defaulted interest shall be paid to the
person in whose name this bond is registered on the Record Date for the
Interest Payment Date fixed by the Company for the payment of such defaulted
interest, provided that in no case shall such Record Date be less than ten days
after notice thereof shall have been mailed to all registered holders of bonds
of this series. The term "Record Date" shall mean the close of business on
January 15 next preceding a February 1 Interest Payment Date or July 15 next
preceding an August 1 Interest Payment Date, as the case may be.
This bond is one, of the series hereinafter specified, of the 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 City Bank Farmers Trust Company
(Citibank, N.A., successor trustee, herein called the "Trustee") and Xxxxx X.
Xxxxxx (Xxxxxx X. Xxxxxxxx, successor Individual Trustee), Trustees, 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
indenture 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
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holders of the bonds and of the Trustees in respect of such security (which
Indenture and all indentures supplemental thereto, including the Thirty-fourth
Supplemental Indenture dated as of November 1, 1996, are hereinafter
collectively called the Indenture). As provided in said Indenture, the bonds
may be 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; and this bond is one of a series entitled "First Mortgage
Bonds," designated "Secured Medium-Term Notes, Series C," herein called Secured
Medium-Term Notes, Series C, created by the Thirty-fourth Supplemental
Indenture dated as of November 1, 1996 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 and/or the
rights of the holders of the Bonds of the Thirty-first Series and/or 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.
The bonds of this series are subject to redemption at the option of the
Company on any date on and after the Initial Redemption Date, if any, specified
above (any date fixed for redemption shall hereinafter be called a "Redemption
Date"). If no Initial Redemption Date is set forth above, this bond may not be
redeemed at the option of the Company prior to the Maturity Date specified
above. On and after the Initial Redemption Date, if any, this bond may be
redeemed at any time in whole or from time to time in part at the option of the
Company at the applicable Redemption Price (as defined below) together with
interest accrued and unpaid hereon to such Redemption Date. In the event of
redemption of this bond in part only, a new bond or bonds for the unredeemed
portion hereof will be issued to the holder hereof upon the cancellation
hereof.
If this bond is redeemable in the foregoing manner at the option of the
Company, the Redemption Price shall initially be the Initial Redemption
Percentage specified above of the principal amount of this bond to be redeemed
and shall decline at each anniversary of the Initial Redemption Date by the
Annual Redemption Percentage Reduction, if any, specified above of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.
If a Limitation Date is specified above, this bond shall not be redeemed
at the option of the Company prior to such Limitation Date, through a
refunding, directly or indirectly, by or in anticipation of the incurring of
any debt which has an effective interest cost to the Company (as defined in the
Thirty-fourth Supplemental Indenture) of less than the effective interest cost
of this bond.
[This bond will be subject to repayment at the option of the holder hereof
on the Repayment Date(s) and at the Repayment Price(s) (expressed as a
percentage of principal amount hereof), if any specified above. If no
Repayment Dates are set forth above, this bond may not be so repaid prior to
the Maturity Date. On each Repayment Date, if any, this bond shall be
repayable in whole or in part at the option of the holder hereof at the
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applicable Repayment Price set forth above, together with interest accrued and
unpaid hereon to such Repayment Date. For this bond to be repaid in whole or
in part at the option of the holder hereof, this bond must be received with the
form entitled "Option to Elect Repayment" below duly completed, by the Trustee
at its corporate trust office not less than 30 nor more than 60 days prior to a
Repayment Date. Exercise of such repayment option shall be irrevocable. Such
option may be exercised by the holder for less than the principal amount
provided that the principal amount remaining outstanding after repayment is at
least $1,000 or any amount that is a multiple of $1,000, or such other minimum
denomination specified above.]
Notice of any redemption of this bond to be redeemed at the option of the
Company (which notice may be made subject to receipt of the redemption monies
by the Trustee before the date fixed for redemption) shall be given by mail at
least thirty days prior to the redemption date, subject to the conditions set
forth as more fully provided in said Indenture and in said Thirty-fourth
Supplemental Indenture.
In the event that any bond shall not be presented for payment when all or
a portion of the principal thereof becomes due, either at maturity or otherwise
or at the date fixed for the redemption thereof, and the Company shall have on
deposit with the Trustee in trust for the purpose, on the date when such
payment is so due, funds sufficient to pay the principal of such bond (and
premium, if any), together with all interest due thereon to the Maturity Date
of such bond or to the date fixed for the redemption thereof [or the date of
repurchase], for the use and benefit of the registered owner thereof, then all
liability of the Company to the registered owner of said bond for the payment
of such principal amount thereof and interest thereon (and premium, if any),
shall forthwith cease, determine and be completely discharged and such
registered owner shall no longer be entitled to any lien or benefit of said
Indenture with respect to such principal amount.
In case an event of default as defined in said Indenture shall occur, the
principal of this bond may become or be declared due and payable in the manner,
with the effect, and subject to the conditions provided in said Indenture.
This bond is transferable by the registered owner hereof in person, or by
an attorney duly authorized in writing, at the corporate trust office of the
Trustee in the Borough of Manhattan, The City of New York, New York, upon
surrender and cancellation of this bond, and upon any such transfer a new
registered bond or bonds of the same series for the same aggregate principal
amount, interest rate or rates, issue date, maturity date and redemption
provisions, if any, will be issued to the transferee or transferees in exchange
herefor; and bonds of this series may, at the option of the registered owners
and upon surrender at said office, be exchanged for registered bonds of this
series of the same aggregate principal amount, interest rate or rates, issue
date, maturity date, and redemption provisions, if any, in larger or smaller
authorized denominations, all without service charge (except for any stamp tax
or other governmental charge).
No recourse shall be had for the payment of the principal of, or the
interest on, this bond, or for any claim based hereon or otherwise in respect
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hereof or of said Indenture or any indenture supplemental thereto, against any
incorporator, or against any stockholder, director or officer, past, present or
future, of the Company, as such, or of 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 every owner hereof by the acceptance of this bond and as
part of the consideration for the issue hereof, and being likewise waived and
released by the terms of said Indenture.
This bond shall not be valid or become obligatory for any purpose unless
and until the certificate hereon shall have been executed by the Trustee or its
successor in trust under said Indenture.
IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this bond
to be executed under its name with the signature of its Chairman, Chief
Executive Officer, President, Vice Chairman or a Vice-President, or any other
officer selected by the Board of Directors, under its corporate seal, which may
be a facsimile, attested with the signature of its Secretary or one of its
Assistant Secretaries.
Dated:............................
MICHIGAN CONSOLIDATED GAS COMPANY,
By ..................................
President
Attest:
..................................
Secretary
The form of Trustee's certificate to be borne by all Bonds of Thirty-first
Series shall be substantially as follows:
[FORM OF TRUSTEE'S CERTIFICATE]
This bond is one of the bonds of the series designated therein, described
in the within-mentioned Indenture and Thirty-fourth Supplemental Indenture.
CITIBANK, N.A., as Trustee,
By...................................
Authorized Signatory
[OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to
repay this bond (or portion hereof specified below) pursuant to its terms at a
14
11
price equal to the applicable Repayment Price thereof together with interest to
the Repayment Date, to the undersigned at _________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of this bond is to be repaid,
specify the portion hereof which the holder elects to have repaid ____________
_________; and specify the denomination or denominations (which shall be
authorized denomination(s)) of the bond(s) to be issued to the holder for the
portion of this bond not being repaid (in the absence of any such
specification, one such bond will be issued for the portion not being repaid):
______________________.
Date: ____________________________ Signature of holder: ____________________
Signature Guarantee: ____________________]
______________________________________________________________________________
[FORM OF NON-REDEEMABLE BOND, IF ANY, OF THIRTY-FIRST SERIES]
Unless and until this Bond is exchanged in whole or in part for
certificated Bonds registered in the names of the various beneficial holders
hereof as then certified to the Trustee by the Depository Trust Company or it
successor (the "Depositary"), this Bond may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary. Unless this certificate is presented by an authorized
representative of the Depository to the issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or such other name as requested by an authorized
representative of the Depositary and any amount payable thereunder is made
payable to Cede & Co. or such other name, ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
MICHIGAN CONSOLIDATED GAS COMPANY
SECURED MEDIUM-TERM NOTE, SERIES C
being a series of
FIRST MORTGAGE BONDS
ORIGINAL ISSUE DATE:
MATURITY DATE:
INTEREST RATE:
[REPAYMENT PROVISION(S) :]
[REPAYMENT PRICE(S) :]
[OTHER PROVISION(S) :]
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MICHIGAN CONSOLIDATED GAS COMPANY (hereinafter called the "Company"), a
corporation of the State of Michigan, for value received, hereby promises to
pay to....................................... or registered assigns, the sum of
...........Dollars on the Maturity Date specified above, at the corporate trust
office of the Trustee hereinafter named in the Borough of Manhattan, The City
of New York, New York, or at the principal office of any successor in trust, in
lawful money of the United States of America, and to pay interest thereon at
the Interest Rate specified above, in like lawful money payable semi-annually
at the office or agency of the Company in the Borough of Manhattan, The City of
New York, New York on the first day of February and August in each year and on
the Maturity Date (each an Interest Payment Date) from the Issue Date specified
above or from the most recent Interest Payment Date to which interest has been
paid, commencing on the Interest Payment Date next succeeding the Issue Date,
until the Company's obligation with respect to the payment of such principal
sum shall be discharged as provided in the indentures hereinafter mentioned;
provided, however, if the date of this bond is after a Record Date (defined
below) with respect to any Interest Payment Date and prior to such Interest
Payment Date, then interest shall be payable only from such Interest Payment
Date (unless the Issue Date is after such Record Date). If the Issue Date is
after such Record Date, then payment of interest shall commence on the second
Interest Payment Date succeeding the Issue Date (but shall be payable from the
Issue Date). If the Company shall default in the payment of interest due on
any Interest Payment Date, then interest shall be payable from the next
preceding Interest Payment Date to which interest has been paid, or, if no such
interest has been paid on the bonds, from the Issue Date. So long as there is
no existing default in the payment of interest, the person in whose name this
bond was registered at the close of business on any Record Date with respect to
any Interest Payment Date shall be entitled to receive the interest payable on
such Interest Payment Date, except that if the Company shall default in the
payment of interest due on such Interest Payment Date such defaulted interest
shall be paid to the person in whose name this bond is registered on the Record
Date for the Interest Payment Date fixed by the Company for the payment of such
defaulted interest, provided that in no case shall such Record Date be less
than ten days after notice thereof shall have been mailed to all registered
holders of bonds of this series. The term "Record Date" shall mean the close
of business on January 15 next preceding a February 1 Interest Payment Date or
July 15 next preceding an August 1 Interest Payment Date, as the case may be.
This bond is one, of the series hereinafter specified, of the 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 City Bank Farmers Trust Company
(Citibank, N.A., successor trustee, herein called the "Trustee") and Xxxxx X.
Xxxxxx (Xxxxxx X. Xxxxxxxx, successor Individual Trustee), Trustees, 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 Trustees in respect of such security (which
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Indenture and all indentures supplemental thereto, including the
Thirty-fourth Supplemental Indenture dated as of November 1, 1996, are
hereinafter collectively called the Indenture). As provided in said Indenture,
the bonds may be 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; and this bond is one of a series entitled
"First Mortgage Bonds," designated "Secured Medium-Term Notes, Series C,"
herein called Secured Medium-Term Notes, Series C, created by the Thirty-fourth
Supplemental Indenture dated as of November 1, 1996 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 and/or the
rights of the holders of the Bonds of the Thirty-first Series and/or 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.
This Bond shall not be redeemable prior to the Maturity Date.
[This bond will be subject to repayment at the option of the holder hereof
on the Repayment Date(s) and at the Repayment Price(s) (expressed as a
percentage of principal amount hereof), if any specified above. If no
Repayment Dates are set forth above, this bond may not be so repaid prior to
the Maturity Date. On each Repayment Date, if any, this bond shall be
repayable in whole or in part at the option of the holder hereof at the
applicable Repayment Price set forth above, together with interest accrued and
unpaid hereon to such Repayment Date. For this bond to be repaid in whole or
in part at the option of the holder hereof, this bond must be received with the
form entitled "Option to Elect Repayment" below duly completed, by the Trustee
at its corporate trust office not less than 30 nor more than 60 days prior to a
Repayment Date. Exercise of such repayment option shall be irrevocable. Such
option may be exercised by the holder for less than the principal amount
provided that the principal amount remaining outstanding after repayment is at
least $1,000 or any amount that is a multiple of $1,000, or such other minimum
denomination specified above.]
In the event that any bond shall not be presented for payment when all or
a portion of the principal thereof becomes due at maturity and the Company
shall have on deposit with the Trustee in trust for the purpose, on the date
when such payment is so due, funds sufficient to pay such principal amount of
such bond (and premium, if any), together with all interest due thereon to the
Maturity Date of such bond [or the date of repurchase,] for the use and benefit
of the registered owner thereof, then all liability of the Company to the
registered owner of said bond for the payment of such principal amount thereof
and interest thereon (and premium, if any), shall forthwith cease, determine
and be completely discharged and such registered owner shall no longer be
entitled to any lien or benefit of said Indenture with respect to such
principal amount.
In case an event of default as defined in said Indenture shall occur, the
principal of this bond may become or be declared due and payable in the
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manner, with the effect, and subject to the conditions provided in said
Indenture.
This bond is transferable by the registered owner hereof in person, or by
attorney duly authorized in writing, at the corporate trust office of the
Trustee in the Borough of Manhattan, The City of New York, New York, upon
surrender and cancellation of this bond, and upon any such transfer a new
registered bond or bonds of the same series for the same aggregate principal
amount, interest rate or rates, issue date, maturity date and redemption
provisions, if any, will be issued to the transferee or transferees in exchange
herefor; and bonds of this series may, at the option of the registered owners
and upon surrender at said office, be exchanged for registered bonds of this
series of the same aggregate principal amount, interest rate or rates, issue
date, maturity date, and redemption provisions, if any, in larger or smaller
authorized denominations, all without service charge (except for any stamp tax
or other governmental charge).
No recourse shall be had for the payment of the principal of, or the
interest on, this bond, or for any claim based hereon or otherwise in respect
hereof or of said Indenture or any indenture supplemental thereto, against any
incorporator, or against any stockholder, director or officer, past, present or
future, of the Company, as such, or of 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 every owner hereof by the acceptance of this bond and as
part of the consideration for the issue hereof, and being likewise waived and
released by the terms of said Indenture.
This bond shall not be valid or become obligatory for any purpose unless
and until the certificate hereon shall have been executed by the Trustee or its
successor in trust under said Indenture.
IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this bond
to be executed in its name with the signature of its Chairman, Chief Executive
Officer, President, Vice Chairman or a Vice President or any officer selected
by the Board of Directors, and its corporate seal, which may be a facsimile,
attested with the signature of its Secretary or one of its Assistant
Secretaries.
Dated: ...........................
MICHIGAN CONSOLIDATED GAS COMPANY,
By...................................
President
Attest:
..................................
Secretary
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The form of Trustee's certificate to be borne by all Bonds of Thirty-first
Series shall be substantially as follows:
[FORM OF TRUSTEE'S CERTIFICATE]
This bond is one of the bonds of the series designated therein, described
in the within-mentioned Indenture and Thirty-fourth Supplemental Indenture.
CITIBANK, N.A., as Trustee
By...................................
Authorized Signatory
[OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to
repay this bond (or portion hereof specified below) pursuant to its terms at a
price equal to the applicable repayment Price thereof together with interest to
the Repayment Date, to the undersigned at _________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of this bond is to be repaid,
specify the portion hereof which the holder elects to have repaid ____________
_________; and specify the denomination or denominations (which shall be
authorized denomination(s)) of the bond(s) to be issued to the holder for the
portion of this bond not being repaid (in the absence of any such
specification, one such bond will be issued for the portion not being repaid):
______________________.
Date: __________________ Signature of holder: ____________________
Signature Guarantee: ____________________]
______________________________________________________________________________
SECTION 4. Bonds of Thirty-first Series shall be exchangeable, at the
option of the registered owners thereof and upon surrender thereof at the
corporate trust office of the Trustee in the Borough of Manhattan, The City of
New York, New York, for registered bonds of the same aggregate principal
amount, issue date, maturity date, interest rate or rates, and redemption
provisions, if any, but of different authorized denomination or denominations,
such exchanges to be made without service charge (except for any stamp tax or
other governmental charge).
Every bond so surrendered shall be accompanied by a proper transfer power
duly executed by the registered owner or by duly authorized attorney
transferring such bond to the Company, and the signature to such transfer power
shall be guaranteed to the satisfaction of the Trustee. All bonds so
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surrendered shall be forthwith canceled and delivered to or upon the order of
the Company. All bonds executed, authenticated and delivered in exchange for
bonds so surrendered shall be valid obligations of the Company, evidencing the
same debt as the bonds surrendered, and shall be secured by the same lien and
be entitled to the same benefits and protection as the bonds in exchange for
which they are executed, authenticated and delivered.
The Company shall not be required to make any such exchange or any
registration of transfer (1) during a period of fifteen days next preceding any
interest payment date, but only if there is an existing default in the payment
of interest on the Bonds of Thirty-first Series or (2) after the bond so
presented for exchange or registration of transfer, or any portion thereof, has
been called for redemption and notice thereof given to the registered owner.
SECTION 5. Pending the preparation of definitive Bonds of Thirty-first
Series the Company may from time to time execute, and upon its written order,
the Trustee shall authenticate and deliver, in lieu of such definitive bonds
and subject to the same provisions, limitations and conditions, one or more
temporary bonds, in registered form, of any denomination specified in the
written order of the Company for the authentication and delivery thereof, and
with such omissions, insertions and variations as may be determined by the
Board of Directors of the Company. Such temporary bonds shall be substantially
of the tenor of the bonds to be issued as herein before recited, but such
temporary bonds may, in lieu of the statement of the specific redemption prices
required to be set forth in Bonds of Thirty-first Series in definitive form,
include a reference to this Thirty-fourth Supplemental Indenture for a
statement of such redemption prices.
If any such temporary Bonds of Thirty-first Series shall at any time be so
authenticated and delivered in lieu of definitive bonds, the Company shall upon
request at its own expense prepare, execute and deliver to the Trustee and
thereupon, upon the presentation and surrender of temporary bonds, the Trustee
shall authenticate and deliver in exchange therefor, without charge to the
holder, definitive bonds of the same series, interest rate or rates, issue
date, maturity date, redemption provision, if any, and for the same principal
sum in the aggregate as the temporary bonds surrendered. All temporary bonds
so surrendered shall be forthwith canceled by the Trustee and delivered to or
upon the order of the Company. Until exchanged for definitive bonds the
temporary bonds shall in all respects be entitled to the lien and security of
the Indenture and all supplemental indentures.
ARTICLE II
ISSUE OF BONDS OF THIRTY-FIRST SERIES
Bonds of Thirty-first Series in the aggregate principal amount of
$260,000,000 may be executed, authenticated and delivered from time to time as
permitted by the provisions of the Indenture.
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ARTICLE III
THE TRUSTEES
The Trustees shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Thirty-fourth Supplemental
Indenture 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 herein otherwise provided, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustees
by reason of this Thirty-fourth Supplemental Indenture other than as set forth
in the Indenture and this Thirty-fourth Supplemental Indenture is executed and
accepted on behalf of the Trustees, subject to all the terms and conditions set
forth in the Indenture, as fully to all intents as if the same were herein set
forth at length.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Except insofar as herein otherwise expressly provided, all the provisions,
terms and conditions of the Indenture, shall be deemed to be incorporated in,
and made a part of, this Thirty-fourth Supplemental Indenture; and the
twenty-ninth Supplemental Indenture dated as of July 15, 1989, by the Thirtieth
Supplemental Indenture dated as of September 1, 1991, by the Thirty-first
Supplemental Indenture dated as of December 15, 1991, by the Thirty-second
Supplemental Indenture dated as of January 5, 1993, by the Thirty-third
Supplemental Indenture dated as of May 1, 1995, and by this Thirty-fourth
Supplemental Indenture is in all respects ratified and confirmed; and the
Indenture and said Supplemental Indentures shall be read, taken and construed
as one and the same instrument.
Nothing in this Thirty-fourth Supplemental Indenture is intended, or shall
be construed, to give to any person or corporation, other than the parties
hereto and the holders of bonds issued and to be issued under and secured by
the Indenture, any legal or equitable right, remedy or claim under or in
respect of this Thirty-fourth Supplemental Indenture, or under any covenant,
condition or provision herein contained, all the covenants, conditions and
provisions of this Thirty-fourth Supplemental Indenture being intended to be,
and being, for the sole and exclusive benefit of the parties hereto and of the
holders of bonds issued and to be issued under the Indenture and secured
thereby.
All covenants, promises and agreements in this Thirty-fourth Supplemental
Indenture contained by or on behalf of the Company shall bind its successors
and assigns whether so expressed or not.
This Thirty-fourth Supplemental Indenture may be executed in any number of
counterparts, and each of such counterparts when 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, MICHIGAN CONSOLIDATED GAS COMPANY has caused this
Thirty-fourth Supplemental Indenture to be executed by its Chairman, Chief
Executive Officer, President, Vice Chairman or a Vice President, or any other
officer selected by the Board of Directors, and its corporate seal to be
hereunto affixed, duly attested by its Secretary or an Assistant Secretary, and
Citibank, N.A., as Trustee as aforesaid, has caused the same to be executed by
one of its authorized signatories and its corporate seal to be hereunto
affixed, duly attested by another one of its authorized signatories, and Xxxxxx
X. Xxxxxxxx, as Individual Trustee as aforesaid, has hereunto affixed his
signature, on the respective dates of their acknowledgments hereinafter set
forth, as of the date and year first above written.
MICHIGAN CONSOLIDATED GAS COMPANY
By /s/ XXXXXXX XXXXX Attest: /s/ XXXXX XXXXXX
--------------------------- --------------------------------
Xxxxxxx Xxxxx, President and Xxxxx X. XxXxxx, Vice President,
Chief Executive Officer General Counsel and Secretary
000 Xxxxxxxx Xxxxxx 000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx Detroit, Michigan
Signed, sealed, acknowledged and
delivered by MICHIGAN CONSOLIDATED
GAS COMPANY in the presence of:
/s/ XXXXX XXXXXXXXX
-----------------------------
Xxxxx Xxxxxxxxx
/s/ XXXXXX XXXXXXX
-----------------------------
Xxxxxx XxXxxxx
Citibank, N.A., as Trustee,
By /s/ XXXXX XXXX Attest: /s/ XXXXXXXX X. XXXX
--------------------------- ----------------------
Xxxxx Xxxx Xxxxxxxx X. Xxxx
Senior Trust Officer Trust Officer
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx
/s/ XXXXXX X. XXXXXXXX
---------------------------
Xxxxxx X. Xxxxxxxx,
as Individual Trustee
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx
Signed, sealed, acknowledged and
delivered by CITIBANK, N.A. and
XXXXXX X. XXXXXXXX, in the presence of:
/s/ XXXXXXXX XXXXXXXX
---------------------------
Xxxxxxxx Xxxxxxxx
/s/ XXXXX XXXXXX
---------------------------
Xxxxx Xxxxxx
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State of Michigan }
} ss.
County of Xxxxx }
The foregoing instrument was acknowledged before me this 8th day of
November, 1996, by Xxxxxxx X. Xxxxx, President and Chief Executive Officer of
MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, on behalf of the
corporation.
/s/ XXXXX X. XXXX
----------------------------------
Xxxxx X. Xxxx
Notary Public, Xxxxx County, Michigan
My Commission Expires October 18, 0000
Xxxxx xx Xxx Xxxx }
} ss.
County of New York }
The foregoing instrument was acknowledged before me this 12th day of
November, 1996, by Xxxxx Xxxx, Senoior Trust Officer of Citibank, N.A., a
national banking association, on behalf of the association, as Trustee, and
Xxxxxx X. Xxxxxxxx, as Individual Trustee as in said instrument described.
/s/ XXXXX XXXX
------------------------------
Xxxxx Xxxx
Notary Public, State of New York
No. 01WA5017421
Qualified in Queens County
Commission Expires September 7, 1997
This instrument drafted by:
Xxxxx X. XxXxxx, Vice President, General Counsel and Secretary
Michigan Consolidated Gas Company
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx
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SCHEDULE A
FIRST
The following described real estate in the State of Michigan:
BENZIE COUNTY
The following described lands in Inland Township (Township 26
North, Range 13 West):
LEELANLAU (1) Part of the Southwest 1/4 of the Southwest 1/4 of Section
GATE STATION 12, described as follows: Commencing at the Southwest
corner of said Section 12; thence N 02 degrees 08'30" E
along the West section line 85.62 feet and S 86 degrees
36'00" E 33.01 feet to the Point of Beginning; thence N 02
degrees 08'30" E along the East Right-of-Way line of Xxxx
Xxx Road 150.00 feet; thence S 86 degrees 36'00" E 150.00
feet; thence S 02 degrees 08'30" W 150.00 feet; thence N 86
degrees 36'00" W along the North Right-of-Way line of
Highway US 31 150.00 feet to the Point of Beginning,
together with Rights of Ingress and Egress.
CHIPPEWA COUNTY
The following described lands in Soo Township (Township 47
North, Range 1 West):
BAYMILLS (2) Part of the Southeast 1/4 of the Southeast 1/4 of Section
GATE STATION 29, described as follows: Commencing at the SE corner of
said Section 29, thence Westerly along the South section
line approximately 915 feet to the SE corner of an existing
Great Lakes Gas Transmission Co. site and the Point of
Beginning; thence Northerly along the East line of said site
208 feet; thence Easterly and parallel to the South line of
Section 29, 208 feet; thence Southerly and parallel to the
East line of said existing site 208 feet to the South line
of said Section 29; thence Westerly along said South section
line 208 feet to the Point of Beginning.
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KENT COUNTY
The following described lands in Xxxxxx Township (Township 10
North, Range 10 West):
XXXXX RADIO (3) The South 1/2 of the West 1/2 of the Southwest 1/4 of the
TOWER Southwest 1/4 of Section 24.
MENOMINEE COUNTY
The following described lands in Menominee Township (Township 32
North, Range 27 West):
MENOMINEE (4) All that part of the Southwest quarter of the Northwest quarter
SALES SITE of Section 29, being bounded and described as follows: from the
Northwest corner of said Section 29, S 02 degrees 03'16" E,
2123.85 feet along the West line of said Section 29 and the
centerline of River Road, to the Point of Beginning; thence
continue S 02 degrees 03'16" E, 100.00 feet along said
line; thence N 87 degrees 56'44" E, 100.00 feet; thence N 02
degrees 03'16" W, 100.00 feet; thence S 87 degrees 56'44" W,
100.00 feet to the Point of Beginning, subject to County Road
Easement described as: From the Northwest corner of said
Section 29, measure S 02 degrees 03'16" E, 2123.85 feet along
the West line of said Section 29 and the centerline of River
Road, to the Point of Beginning; thence continue S 02 degrees
03'16" E, 100.00 feet to the East line of River Road; thence
Northwesterly, 31.65 feet along said line; thence N87 degrees
56'44"E, 34.11 Feet to the East line of River Road; thence
Northwesterly, 31.65 feet along said line and along the arc of a
445.30 foot radius curve to the right, whose cord bears N04
degrees 05'25" W, 31.64 feet; thence N 02 degrees 03'16" W,
63.38 feet along said East line; thence S 87 degrees 56'44" W,
33.00 feet to the Point of Beginning.
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NEWAYGO COUNTY
The following described lands in Xxxxxxx Township
(Township 13 North, Range 13 West):
XXXX CITY- (5) A strip of land 100 feet in width situated in Section
MUSKEGON 11, lying 50 feet on either side of the following described
8" PIPELINE centerline: Beginning at the point of intersection of
RELOCATION the centerline of Grantor's former Freemont to Whitecloud
branch line track at or near Valuation Station 1428+50 with
the south line of Section 11; thence extending generally in
a northeasterly direction along the centerline of the former
track a distance of 1.07 miles, more or less, to the ending
point at the intersection of the centerline of the former
track at or near Valuation Station 1484+80 with east line of
Section 11.
OGEMAW COUNTY
The following described lands in Xxxxx Township
(Township 21 North, Range 3 East):
SKIDWAY LAKE (6) That part of the S 1/2 of the S 1/2 of the NE 1/4 of
AEP REGULATOR the NE 1/4, Section 16, lying Easterly of the Easterly line
of a 100 foot wide strip of land described as a strip of
land 100 feet wide, the centerline of which may be described
as: Beginning at a point which is 128.04 feet west of the
North 1/8 corner on the east line of Section 16, T21N-R3E
and running thence northwesterly along a 6 degree curve
347.26 feet to a point which is 330 feet north and 31.50
feet west of said 1/8 corner on said section line.
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OSCEOLA COUNTY
The following described lands in Orient Township (Township 17
North, Range 7 West):
EVART GATE (7) Part of the S 1/2 of the N Fractional 1/2 of the SW Fractional
STATION 1/4 of Section 7, being more particularly described as:
Commencing at the SW corner of the S 1/2 of the N Fractional
1/2 of the SW Fractional 1/4 of said Section 7; thence
Easterly 208.71 feet along the S 1/8 line of said Section;
thence Northerly 208.71 feet and parallel to the West line of
said section; thence Westerly 208.71 feet parallel to said
South 1/8 line to the West line of said section; thence
Southerly 208.71 feet along West line of said section to the
Point of Beginning, said point being the SW corner of the S
1/2 of the N Fractional 1/2 of the SW Fractional 1/4 of said
Section 7.
XXXXX COUNTY
The following described lands in the City of Detroit:
E. EIGHT MILE (8) West 12 feet of Lot 314 all of lots 315 through 328
C.B.O inclusive, Xxxxxxx and Xxxxxx'x Regent Park Subdivision No. 1,
according to the plat thereof, as recorded in Liber 55 of
Plats, Page 88, Xxxxx County Records.
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SECOND
The pipelines of the company located in the State of Michigan,
including transmission lines and lateral lines, together with
easements and rights-of-way for constructing, maintaining,
replacing and operating the same, and pipes, structures,
compressors, valves, regulators, services, meters, machinery,
fixtures, equipment and apparatus comprising or appurtenant to
said transmission lines and lateral lines described as follows:
30" KALKASKA - (i) The 30" Natural Gas Pipeline, approximately 9.1 miles
XXXXXXXX LOOP long extending from the Richland Meter and Regulator
(DESTEC) Station and Main Line Valve No. 4 in the Northwest 1/4
of Section 29, in a general Northerly direction across
portions of Sections 29, 20, 17, 8 and 5, Richmond
Township T21N, R8W, Missaukee County, and in a general
Northerly direction across portions of Sections 32, 29,
20, 17 and 8 to the Kalkaska-Xxxxxxxx Pipeline Loop
(Destec) Tap site in the Southeast 1/4 of Section 8,
T22N, R8W, Lake Township, Missaukee County, Michigan.
28
25
THIRD
DISTRIBUTION The entire gas distribution systems of the Company located in
SYSTEMS certain areas in the following townships and counties: Elk
Rapids, Xxxxxx and Torch Lake townships in Antrim; Almira,
Inland townships and Village of Xxxx Xxx in Xxxxxx; Surrey
township in Clare; Bay Mills, Bruce, Dafter, Soo and Superior
townships in Chippewa; Long Lake township in Grand Traverse;
Waterloo Township in Xxxxxxx; Cold Springs township in
Kalkaska; Caledonia township in Kent; Xxxxxxx, Centerville,
Cleveland, Empire, Xxxxxx, Xxxxxx and Xxxxxx Bay townships in
Leelanau; Brighton and Unadilla townships in Xxxxxxxxxx;
London, Exeter and Milan townships in Monroe; Xxxxxx township
in Montmorency; Xxxxx township in Ogemaw; Greenwood township in
Oscoda; Polkton township in Ottawa; Xxx Arbor, Xxxxxx, Xxxxxx,
Lima, Saline, Superior and Sylvan townships in Washtenaw;
Canton township in Xxxxx, all in the State of Michigan,
including all and singular the stations, pipes, mains,
conduits, valves, regulators, services, meters, fixtures,
tools, equipment, apparatus, and other property comprising or
appurtenant to said distribution systems, together with all
franchises, easements and rights-of-way for constructing,
maintaining and operating the same.
29
26
FOURTH
NATURAL GAS All right, title and interest of the Company as purchaser of
PURCHASE natural gas under the following described Contracts:
CONTRACTS
Seller Contract Date
------------------------------------------------------
Dominion Reserves, Inc. January 1, 1995
Enveron Corporation May 30, 1995
Coastal Gas Marketing November 1, 1995
Mobil Natural Gas November 1, 1995
Progas U.S.A. November 1, 0000
XxxxxXxxxxx Gas November 1, 1995
AIG Trading Corporation December 1, 1995
Chevron January 1, 1996
Coastal Gas Marketing January 1, 1996
Gas Facilitators January 1, 1996
Shell Oil Company January 1, 1996
Westcoast January 1, 1996
Gas Facilitators February 1, 1996
