1
EXHIBIT 4.2
================================================================================
THIRTY-FIFTH
SUPPLEMENTAL INDENTURE
TO
INDENTURE OF MORTGAGE AND
DEED OF TRUST
DATED AS OF MARCH 1, 1944
---------------
AS RESTATED IN
PART II OF THE TWENTY-NINTH
SUPPLEMENTAL INDENTURE DATED AS OF JULY 15, 1989
WHICH BECAME EFFECTIVE ON APRIL 1, 1994
---------------
MICHIGAN CONSOLIDATED GAS COMPANY
TO
CITIBANK, N.A.
AND
XXXXXX X. XXXXXXXX
TRUSTEES
DATED AS OF JUNE 18, 1998
---------------
CREATING AN ISSUE OF FIRST MORTGAGE BONDS,
DESIGNATED AS
COLLATERAL BONDS
================================================================================
2
MICHIGAN CONSOLIDATED GAS COMPANY
THIRTY-FIFTH SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 18, 1998
SUPPLEMENTAL TO INDENTURE OF MORTGAGE
AND DEED OF TRUST
DATED AS OF MARCH 1, 1944
---------------
TABLE OF CONTENTS*
---------------
PAGE
----
ARTICLE I
CREATION OF AN ISSUE OF FIRST MORTGAGE BONDS, DESIGNATED AND
DISTINGUISHED AS "COLLATERAL BONDS".................................. 3
SECTION 1....................................................... 3
SECTION 2....................................................... 4
SECTION 3....................................................... 5
SECTION 4....................................................... 5
SECTION 5....................................................... 5
ARTICLE II
ISSUE OF COLLATERAL BONDS .............................................. 5
ARTICLE III
THE TRUSTEES............................................................ 6
ARTICLE IV
MISCELLANEOUS PROVISIONS................................................ 6
* NOTE: The Table of Contents is not part of the original Indenture as executed.
3
THIS THIRTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of the 18th day of
June, 1998, 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 "Mortgage 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 Mortgage 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:
Thirtieth Supplemental Indenture, dated as of September 1, 1991;
Thirty-first Supplemental Indenture, dated as of December 15, 1991;
Thirty-second Supplemental Indenture, dated as of January 5, 1993;
Thirty-third Supplemental Indenture, dated as of May 1, 1995;
Thirty-fourth Supplemental Indenture, dated as of November 1, 1996; and
4
WHEREAS, at the date hereof there were outstanding First Mortgage Bonds
of the Company issued under the Indenture, of 6 series (all outstanding bonds of
25 other series having been previously retired) in the principal amounts set
forth below:
Amount
Amount Outstanding
Designation of Series Initially Issued As of 6/18/98
----------------------- ---------------- -------------
First Mortgage Bonds
(Secured Medium-Term Notes, Series A)
9-1/8% Series due 2004......................................... $ 55,000,000 $ 18,000,000
First Mortgage Bonds
9-1/2% Series due 2021......................................... 40,000,000 40,000,000
First Mortgage Bonds
(Secured Term Notes, Series A)
8% Series due 2002............................................. 70,000,000 17,314,000
7-1/2% Series due 2020......................................... 10,000,000 9,922,000
6-3/4% Series due 2023......................................... 20,000,000 16,967,000
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 19,719,000
7% Series due 2025............................................. 40,000,000 40,000,000
First Mortgage Bonds
(Secured Term Notes, Series B)
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
7.06% Series due 2012.......................................... 40,000,000 40,000,000
First Mortgage Bonds
(Secured Medium-Term Notes, Series C)
7.21% Series due 2007.......................................... 30,000,000 30,000,000
7.60% Series due 2017.......................................... 15,000,000 14,990,000
and
WHEREAS, the Company desires in and by this Thirty-fifth Supplemental
Indenture to create a Thirty-second series of bonds and certain subseries
thereunder 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, all the conditions and requirements necessary to make this
Thirty-fifth 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-fifth Supplemental Indenture in the form and with the
terms hereof have been in all respects duly authorized;
2
5
NOW, THEREFORE, it is agreed by and between the Company and the
Trustees as follows:
ARTICLE I
CREATION OF AN ISSUE OF FIRST MORTGAGE BONDS, DESIGNATED AND
DISTINGUISHED AS "COLLATERAL BONDS"
SECTION 1. There is hereby created a series of bonds to be issued under
and secured by the Indenture, to be known as "First Mortgage Bonds," designated
and distinguished as "Collateral Bonds" of the Company (herein collectively
sometimes called the "Collateral Bonds"). The Collateral Bonds may be issued
without limitation as to aggregate principal amount except as provided in the
Indenture and in this Thirty-fifth Supplemental Indenture. The Collateral Bonds
shall be registered bonds without coupons and shall be dated as of the date of
the authentication thereof by the Trustee.
Separate series of Collateral Bonds are being issued by the Company
contemporaneously with the issuance of separate series of senior debt securities
of the Company including, initially, those designated "Extendable Mandatory Par
Put Remarketed Securities ("MOPPRS(sm)") due June 30, 2038" and "Resetable
Mandatory Putable/remarketable Securities ("MAPS(sm)"), due June 30, 2038" and
are being issued and delivered to Citibank, N.A., as trustee (in such capacity,
together with any successor trustee(s), the "Senior Trustee") under the
Indenture dated as of June 1, 1998, governing such senior debt securities (the
"Senior Indenture"), in such capacity, as collateral for the benefit of the
holders of such securities. The series of such senior debt securities
collateralized by any Collateral Bonds shall be referred to as the "Related
Notes" with respect to such Collateral Bonds.
The Collateral Bonds shall bear interest at such rate or rates and be
payable on such date or dates, shall mature and be subject to mandatory or
optional redemption on such date or dates and shall have such other terms and
provisions not inconsistent with the Indenture as are set forth in the forms of
Collateral Bonds attached as Appendix I and II hereto (herein sometimes called
the "Bond Forms") or otherwise as the Board of Directors may determine in
accordance with a resolution filed with the Mortgage Trustee and referring to
this Thirty-fifth Supplemental Indenture (herein called an "Authorizing
Resolution"). Resolutions of the Board of Directors of the Company establishing
the terms of the Related Notes with respect to any Collateral Bonds shall
constitute Authorizing Resolutions for purposes of establishing the terms of
such Collateral Bonds. An Authorizing Resolution may alter, correct or change
the form of any of the Bond Forms prior to the issue and authentication of any
Collateral Bond provided that the substantive terms contained in any of any of
the Bond Forms is not changed in any manner adverse to the holder of any
Collateral Bonds.
So long as there is no existing default in the payment of interest on
the Collateral Bonds, all Collateral Bonds authenticated by the Trustee after
the Record Date 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 Collateral
Bond 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
Collateral Bond 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 Collateral
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 Collateral Bonds; and provided that
interest payable on a maturity date shall be payable to the person to whom the
principal thereof is payable. If the issue date of any Collateral Bond 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.
3
6
The terms "Record Date"and "Business Day" as used herein are defined in
the Bond Forms.
The term "issue date" as used herein with respect to Collateral Bonds
of a designated interest rate and maturity shall mean the date of first
authentication of Collateral 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.
The Company shall make payments of the principal of, and premium or
interest on, the Collateral Bonds to the Senior Trustee, which payments shall be
applied by the Senior Trustee to satisfaction of obligations on the Related
Notes in respect of such Collateral Bonds.
SECTION 2. Each series of Collateral Bonds shall be redeemed if and to
the extent the Related Notes with respect to such Collateral Bonds are redeemed,
as provided in the Senior Indenture and in such Related Notes. The redemption
price in respect of any Collateral Bonds (including principal, premium, if any,
and interest thereon) shall be the redemption price applicable to the Related
Notes with respect to such Collateral Bonds. Any notice required to be furnished
to the holders of the Collateral Bonds or the Trustees relating to the
redemption of such Collateral Bonds shall be considered furnished by the
delivery of appropriate notice to the holders of the Related Notes or the Senior
Trustee, as the case may be, as provided in the Senior Indenture and the Related
Notes with respect to such Collateral Bonds. Any redemption payment made by the
Company on the Related Notes (whether for principal, premium, if any, or
interest) shall be applied by the Senior Trustee as payment of the redemption
price in respect of the correspondingly redeemed Collateral Bonds. In the event
the Related Notes with respect to a series of Collateral Bonds are redeemed in
part, an equivalent aggregate principal amount of the corresponding series of
Collateral Bonds shall be so redeemed, the Senior Trustee, as holder of the
Collateral Bonds as collateral for such Related Notes, shall deliver to the
Mortgage Trustee for cancellation an equivalent principal amount of Collateral
Bonds of the series corresponding to the Related Notes so redeemed, and the
Company shall execute and the Mortgage Trustee shall authenticate and deliver,
without charge, to the Senior Trustee, as holder thereof, one or more new
Collateral Bonds of authorized denominations for the unredeemed balance of any
Collateral Bonds surrendered for redemption in connection with the redemption of
the Related Notes.
SECTION 3. The Collateral Bonds shall be registered bonds without
coupons. The Mortgage Trustee shall be the registrar and paying agent for the
Collateral Bonds, which duties it hereby accepts. Collateral Bonds may be issued
in the denomination of $1,000 or any integral multiple thereof.
SECTION 4. Collateral Bonds 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 and other
terms, 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 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 Collateral Bonds on which such payment is due or (2) after
the bond so presented for
4
7
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 Collateral Bonds 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
Collateral Bonds in definitive form.
If any such temporary Collateral Bonds 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 and other terms, 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 COLLATERAL BONDS
Collateral Bonds, of the Thirty-second Series, in the aggregate
principal amount of $400,000,000 including, without limitation, Collateral Bonds
designated Collateral Bonds, Series A, in the aggregate principal amount of
$75,000,000 and Collateral Bonds, Series B, in the aggregate principal amount of
$75,000,000, may be executed, authenticated and delivered from time to time as
permitted by the provisions of the Indenture.
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-fifth 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-fifth Supplemental Indenture other than as set forth in
the Indenture and this Thirty-fifth 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-fifth Supplemental Indenture
and the Twenty-ninth Supplemental Indenture dated as of July 15, 1989, by the
Thirtieth Supplemental Indenture dated
5
8
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, by the Thirty-fourth Supplemental Indenture dated as of November 1, 1996,
and by this Thirty-fifth 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-fifth Supplemental Indenture is intended, or
shall be construed, to give to any person or corporation, other than the parties
hereto and the holders of Collateral 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-fifth Supplemental Indenture, or under any covenant,
condition or provision herein contained, all the covenants, conditions and
provisions of this Thirty-fifth 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-fifth
Supplemental Indenture contained by or on behalf of the Company shall bind its
successors and assigns whether so expressed or not.
This Thirty-fifth 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.
6
9
IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this
Thirty-fifth 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 Mortgage 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/ Xxxxxx X. Xxx III Attest: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------- -------------------------
Name: Xxxxxx X. Xxx III Name: Xxxxxx X. Xxxxxxxxx
Tile: Senior Vice President and CFO Title: Vice President,
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/ Xxxxxx X. XxXxxxx
---------------------------------
/s/ Xxxxxxx X. Way
---------------------------------
Citibank, N.A., as Mortgage Trustee,
By /s/ Xxxxxxxx Xxxxx Attest: /s/ Xxxxx X. Xxxxxxxxx
------------------------------ -----------------------
Xxxxxxxx Xxxxx Xxxxx X. Xxxxxxxxx
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, 0xx 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 Xxxx
---------------------------------
Xxxxx Xxxx
10
State of Michigan }
} ss.
County of Xxxxx }
The foregoing instrument was acknowledged before me this 18th day of
June, 1998, by Xxxxxx X. Xxx III, of MICHIGAN CONSOLIDATED GAS COMPANY, a
Michigan corporation, on behalf of the corporation.
/s/ Xxxxxx Xxx Xxxx
Notary Public, Xxxxx County, Michigan
My Commission Expires: February 2,001
State of New York }
} ss.
County of New York }
The foregoing instrument was acknowledged before me this 22nd day of
June, 1998, by X. Xxxxx, Senior 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/ Xxxxxxx Xxxxxx
Notary Public, State of New York
No. 01BE5015814
Qualified in Kings County
Commission Expires: July 26, 1999
11
APPENDIX I
No. R-1 Principal Amount
$75,000,000
MICHIGAN CONSOLIDATED GAS COMPANY
FIRST MORTGAGE BONDS, COLLATERAL SERIES A
being a series of
FIRST MORTGAGE BONDS
ORIGINAL ISSUE DATE: June 23, 1998 MATURITY DATE: June 30, 2038
THE FIRST MORTGAGE BONDS, COLLATERAL SERIES A (HEREINAFTER, "COLLATERAL BONDS"),
REPRESENTED BY THIS CERTIFICATE ARE BEING ISSUED AND DELIVERED BY THE COMPANY TO
CITIBANK, N.A., AS TRUSTEE (IN SUCH CAPACITY, THE "SENIOR TRUSTEE") UNDER AN
INDENTURE, DATED AS OF JUNE 1, 1998, BETWEEN THE COMPANY AND THE SENIOR TRUSTEE,
AS SUPPLEMENTED BY THE FIRST SUPPLEMENTAL INDENTURE THERETO DATED AS OF JUNE 18,
1998 (AS SO SUPPLEMENTED, THE "SENIOR INDENTURE"). THE COLLATERAL BONDS ARE TO
BE HELD IN TRUST AS COLLATERAL FOR THE BENEFIT OF THE HOLDERS OF $75,000,000
AGGREGATE PRINCIPAL AMOUNT OF EXTENDABLE MANDATORY PAR PUT REMARKETED SECURITIES
DUE JUNE 30, 2038 (THE "RELATED NOTES") ISSUED PURSUANT TO THE SENIOR INDENTURE.
THE COLLATERAL BONDS MAY NOT BE SOLD OR OTHERWISE TRANSFERRED (EXCEPT TO A
SUCCESSOR TRUSTEE) UNTIL THE EARLIER OF THE RELEASE DATE (AS DEFINED BELOW) OR
THE PRIOR RETIREMENT OF THE RELATED NOTES THROUGH REDEMPTION, REPURCHASE OR
OTHERWISE.
THE INTEREST RATE ON THE COLLATERAL BONDS SHALL AT ALL TIMES BE IDENTICAL TO
THAT OF, AND SHALL BE ESTABLISHED IN THE MANNER SET FORTH IN, THE RELATED NOTES,
A FORM OF WHICH IS ANNEXED HERETO AS APPENDIX I.
THE INTEREST PAYMENT DATES IN RESPECT OF THE COLLATERAL BONDS SHALL AT ALL TIMES
BE IDENTICAL TO THOSE OF, AND SHALL BE ESTABLISHED IN THE MANNER SET FORTH IN,
THE RELATED NOTES.
THE COMPANY SHALL MAKE PAYMENTS OF THE PRINCIPAL OF, AND PREMIUM, IF ANY, AND
INTEREST ON, THE COLLATERAL BONDS, TO THE SENIOR TRUSTEE, WHICH PAYMENTS SHALL
BE APPLIED BY THE SENIOR TRUSTEE TO THE SATISFACTION OF OBLIGATIONS ON THE
RELATED NOTES.
THE MATURITY DATE SPECIFIED ABOVE IS ALSO THE MATURITY DATE OF THE RELATED
NOTES.
MICHIGAN CONSOLIDATED GAS COMPANY (hereinafter called the "Company"), a
corporation of the State of Michigan, for value received, hereby
promises to pay to CITIBANK, N.A., as trustee for the benefit of the
holders of the Related Notes, or registered assigns (in such capacity,
the "Senior Trustee"), the sum of SEVENTY-FIVE MILLION DOLLARS ($75,000,000)
-1-
12
on the Maturity Date specified above, at the corporate trust office of the
Mortgage 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(s) from time to time specified in or determined pursuant to the
Related Notes, in like lawful money payable at the office or agency of the
Company in the Borough of Manhattan, The City of New York, New York on such
interest payment date(s) and on the Maturity Date (each an "Interest Payment
Date") as provided in the Related Notes, from the Original 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 Original Issue
Date, until the Company's obligation with respect to the payment of such
principal sum shall be discharged as provided in the Secured Indenture
hereinafter mentioned and the Senior Indenture. If the date of the Collateral
Bonds represented by this certificate is after a Record Date (as defined below)
with respect to any Interest Payment Date and prior to such Interest Payment
Date, then payment of interest shall commence on the second Interest Payment
Date succeeding such 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 Collateral Bonds represented by this
certificate, from the Original Issue Date. So long as there is no existing
default in the payment of interest, the person in whose name the Collateral
Bonds represented by this certificate were registered at the close of business
on the relevant Record Date with respect to an 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 the Collateral Bonds represented by this Certificate are 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 Collateral Bonds. The term "Record Date" as used herein
with respect to any Interest Payment Date shall mean the last Business Day which
is more than ten calendar days prior to such Interest Payment Date.
"Business Day" means any day other than a Saturday or Sunday or a day
on which banking institutions in the city of New York are required or authorized
to close and, in the case of Related Notes in the Floating Rate Mode (as defined
in the form of Related Note), a day that is also a London Business Day. "London
Business Day" means any day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market.
The bonds represented by this certificate, of the series hereinafter
specified, are bonds of the Company (herein called the "bonds") known as its
"First Mortgage Bonds," issued and to be issued in one or more series under, and
all equally and ratably secured by, an Indenture of Mortgage and Deed of Trust
dated as of March 1, 1944, duly executed by the Company to City Bank Farmers
Trust Company (now known as Citibank, N.A., successor trustee, as "Mortgage
Trustee") and Xxxxx X. Xxxxxx (Xxxxxx X. Xxxxxxxx, successor individual trustee
and, together with Citibank, N.A., the "Secured 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 Secured Trustees in respect of such security (which indenture and all
indentures supplemental thereto, including the Thirty-fifth Supplemental
Indenture dated as of June 18, 1998, are hereinafter collectively called the
"Secured Indenture"). As provided in the Secured 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. The bonds represented by this certificate are part of a Series
designated "Collateral Bonds," herein called Collateral Bonds, created by the
Thirty-fifth Supplemental Indenture dated as of June 18, 1998, as provided for
in the Secured Indenture.
-2-
13
With the consent of the Company and to the extent permitted by and as
provided in the Secured Indenture and the Senior Indenture, the rights and
obligations of the Company and/or the rights of the holders of the Collateral
Bonds of the Thirty-second Series and/or the terms and provisions of the Secured
Indenture may be modified or altered by such affirmative vote or votes of the
holders of the Related Notes then outstanding as are specified in the Senior
Indenture.
The Collateral Bonds shall be redeemed if and to the extent Related
Notes are redeemed, as provided in the Senior Indenture with respect to the
Related Notes and in the Related Notes.
In case an event of default as defined in the Secured Indenture or the
Senior Indenture shall occur, the principal of the Collateral Bonds may become
or be declared due and payable in the manner, with the effect, and subject to
the conditions provided in the Secured Indenture and the Senior Indenture.
The Senior Trustee has agreed pursuant to the Senior Indenture to hold
the Collateral Bonds as collateral for the benefit of the holders of the Related
Notes under all circumstances and not to transfer (except to a successor
trustee) such Collateral Bonds until the earlier of the Release Date or the
prior retirement of the Related Notes through redemption, repurchase or
otherwise. "Release Date" means the date on which all First Mortgage Bonds of
the Company issued and outstanding under the Secured Indenture, other than the
Collateral Bonds, have been retired (at, before or after the maturity thereof)
through payment, redemption or otherwise provided that no default or event of
default has occurred and is continuing under the Senior Indenture. On the
Release Date, the Senior Trustee shall deliver to the Company for cancellation
all Collateral Bonds, and the Company shall cause the Senior Trustee to provide
notice to all holders of Related Notes of the occurrence of the Release Date. As
a result, on the Release Date, the Collateral Bonds shall cease to secure the
Related Notes. Following the Release Date, the Company shall cause the Secured
Indenture to be closed, and the Company shall not issue any additional
Collateral Bonds to be issued thereunder. From and after the Release Date, the
Company's obligations in respect of the Collateral Bonds shall be satisfied and
discharged.
No recourse shall be had for the payment of the principal of, or the
interest on, the Collateral Bonds, or for any claim based hereon or otherwise in
respect of the Collateral Bonds or the Secured Indenture, Senior Indenture or
any indenture supplemental to either thereof, or against any incorporator,
stockholder, director or officer, past, present or future, of the Company, as
such, or any predecessor or successor corporation, either directly or through
the Company or any such predecessor or successor corporation, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability, whether at common law,
in equity, by any constitution, statute or otherwise, of incorporators,
stockholders, directors or officers being waived and released by the owner
hereof and every owner of any Related Note by the acceptance of the Collateral
Bonds or such Related Note, as the case may be, and as part of the consideration
for the issue thereof, and being likewise waived and released pursuant to the
Secured Indenture and the Senior Indenture.
The Collateral Bonds shall not be valid or become obligatory for any
purpose unless and until the certificate of authentication hereon shall have
been manually executed by the Mortgage Trustee or its successor in trust under
the Secured Indenture.
IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this
certificate 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: June 23, 1998
MICHIGAN CONSOLIDATED GAS COMPANY
-3-
14
By
President and Chief Executive Officer
Attest:
Secretary
The bonds represented by this certificate constitute Collateral Bonds
of the series designated and described in the within-mentioned Secured
Indenture.
CITIBANK, N.A., as Mortgage Trustee
By
Authorized Officer
----------------------------------------------------------------
-4-
15
APPENDIX II
No. R-1 Principal Amount
$75,000,000
MICHIGAN CONSOLIDATED GAS COMPANY
FIRST MORTGAGE BONDS, COLLATERAL SERIES B
being a series of
FIRST MORTGAGE BONDS
ORIGINAL ISSUE DATE: June 23, 1998 MATURITY DATE: June 30, 2038
THE FIRST MORTGAGE BONDS, COLLATERAL SERIES A (HEREINAFTER, "COLLATERAL BONDS"),
REPRESENTED BY THIS CERTIFICATE ARE BEING ISSUED AND DELIVERED BY THE COMPANY TO
CITIBANK, N.A., AS TRUSTEE (IN SUCH CAPACITY, THE "SENIOR TRUSTEE") UNDER AN
INDENTURE, DATED AS OF JUNE 1, 1998, BETWEEN THE COMPANY AND THE SENIOR TRUSTEE,
AS SUPPLEMENTED BY THE FIRST SUPPLEMENTAL INDENTURE THERETO DATED AS OF JUNE 18,
1998 (AS SO SUPPLEMENTED, THE "SENIOR INDENTURE"). THE COLLATERAL BONDS ARE TO
BE HELD IN TRUST AS COLLATERAL FOR THE BENEFIT OF THE HOLDERS OF $75,000,000
AGGREGATE PRINCIPAL AMOUNT OF RESETABLE MANDATORY PUTABLE/REMARKETABLE
SECURITIES DUE JUNE 30, 2038 (THE "RELATED NOTES") ISSUED PURSUANT TO THE SENIOR
INDENTURE.
THE COLLATERAL BONDS MAY NOT BE SOLD OR OTHERWISE TRANSFERRED (EXCEPT TO A
SUCCESSOR TRUSTEE) UNTIL THE EARLIER OF THE RELEASE DATE (AS DEFINED BELOW) OR
THE PRIOR RETIREMENT OF THE RELATED NOTES THROUGH REDEMPTION, REPURCHASE OR
OTHERWISE.
THE INTEREST RATE ON THE COLLATERAL BONDS SHALL AT ALL TIMES BE IDENTICAL TO
THAT OF, AND SHALL BE ESTABLISHED IN THE MANNER SET FORTH IN, THE RELATED NOTES,
A FORM OF WHICH IS ANNEXED HERETO AS APPENDIX I.
THE INTEREST PAYMENT DATES IN RESPECT OF THE COLLATERAL BONDS SHALL AT ALL TIMES
BE IDENTICAL TO THOSE OF, AND SHALL BE ESTABLISHED IN THE MANNER SET FORTH IN,
THE RELATED NOTES.
THE COMPANY SHALL MAKE PAYMENTS OF THE PRINCIPAL OF, AND PREMIUM, IF ANY, AND
INTEREST ON, THE COLLATERAL BONDS, TO THE SENIOR TRUSTEE, WHICH PAYMENTS SHALL
BE APPLIED BY THE SENIOR TRUSTEE TO THE SATISFACTION OF OBLIGATIONS ON THE
RELATED NOTES.
THE MATURITY DATE SPECIFIED ABOVE IS ALSO THE MATURITY DATE OF THE RELATED
NOTES.
MICHIGAN CONSOLIDATED GAS COMPANY (hereinafter called the "Company"), a
corporation of the State of Michigan, for value received, hereby
promises to pay to CITIBANK, N.A., as trustee for the benefit of the
holders of the Related Notes, or registered assigns (in such capacity,
the "Senior Trustee"), the sum of SEVENTY-FIVE MILLION DOLLARS ($75,000,000)
-1-
16
on the Maturity Date specified above, at the corporate trust office of the
Mortgage 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(s) from time to time specified in or determined pursuant to the
Related Notes, in like lawful money payable at the office or agency of the
Company in the Borough of Manhattan, The City of New York, New York on such
interest payment date(s) and on the Maturity Date (each an "Interest Payment
Date") as provided in the Related Notes, from the Original 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 Original Issue
Date, until the Company's obligation with respect to the payment of such
principal sum shall be discharged as provided in the Secured Indenture
hereinafter mentioned and the Senior Indenture. If the date of the Collateral
Bonds represented by this certificate is after a Record Date (as defined below)
with respect to any Interest Payment Date and prior to such Interest Payment
Date, then payment of interest shall commence on the second Interest Payment
Date succeeding such 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 Collateral Bonds represented by this
certificate, from the Original Issue Date. So long as there is no existing
default in the payment of interest, the person in whose name the Collateral
Bonds represented by this certificate were registered at the close of business
on the relevant Record Date with respect to an 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 the Collateral Bonds represented by this Certificate are 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 Collateral Bonds. The term "Record Date" as used herein
with respect to any Interest Payment Date shall mean the last Business Day which
is more than ten calendar days prior to such Interest Payment Date.
"Business Day" means any day other than a Saturday or Sunday or a day
on which banking institutions in the city of New York are required or authorized
to close and, in the case of Related Notes in the Floating Rate Mode (as defined
in the form of Related Note), a day that is also a London Business Day. "London
Business Day" means any day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market.
The bonds represented by this certificate, of the series hereinafter
specified, are bonds of the Company (herein called the "bonds") known as its
"First Mortgage Bonds," issued and to be issued in one or more series under, and
all equally and ratably secured by, an Indenture of Mortgage and Deed of Trust
dated as of March 1, 1944, duly executed by the Company to City Bank Farmers
Trust Company (now known as Citibank, N.A., successor trustee, as "Mortgage
Trustee") and Xxxxx X. Xxxxxx (Xxxxxx X. Xxxxxxxx, successor individual trustee
and, together with Citibank, N.A., the "Secured 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 Secured Trustees in respect of such security (which indenture and all
indentures supplemental thereto, including the Thirty-fifth Supplemental
Indenture dated as of June 18, 1998, are hereinafter collectively called the
"Secured Indenture"). As provided in the Secured 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. The bonds represented by this certificate are part of a Series
designated "Collateral Bonds," herein called Collateral Bonds, created by the
Thirty-fifth Supplemental Indenture dated as of June 18, 1998, as provided for
in the Secured Indenture.
-2-
17
With the consent of the Company and to the extent permitted by and as
provided in the Secured Indenture and the Senior Indenture, the rights and
obligations of the Company and/or the rights of the holders of the Collateral
Bonds of the Thirty-second Series and/or the terms and provisions of the Secured
Indenture may be modified or altered by such affirmative vote or votes of the
holders of the Related Notes then outstanding as are specified in the Senior
Indenture.
The Collateral Bonds shall be redeemed if and to the extent Related
Notes are redeemed, as provided in the Senior Indenture with respect to the
Related Notes and in the Related Notes.
In case an event of default as defined in the Secured Indenture or the
Senior Indenture shall occur, the principal of the Collateral Bonds may become
or be declared due and payable in the manner, with the effect, and subject to
the conditions provided in the Secured Indenture and the Senior Indenture.
The Senior Trustee has agreed pursuant to the Senior Indenture to hold
the Collateral Bonds as collateral for the benefit of the holders of the Related
Notes under all circumstances and not to transfer (except to a successor
trustee) such Collateral Bonds until the earlier of the Release Date or the
prior retirement of the Related Notes through redemption, repurchase or
otherwise. "Release Date" means the date on which all First Mortgage Bonds of
the Company issued and outstanding under the Secured Indenture, other than the
Collateral Bonds, have been retired (at, before or after the maturity thereof)
through payment, redemption or otherwise provided that no default or event of
default has occurred and is continuing under the Senior Indenture. On the
Release Date, the Senior Trustee shall deliver to the Company for cancellation
all Collateral Bonds, and the Company shall cause the Senior Trustee to provide
notice to all holders of Related Notes of the occurrence of the Release Date. As
a result, on the Release Date, the Collateral Bonds shall cease to secure the
Related Notes. Following the Release Date, the Company shall cause the Secured
Indenture to be closed, and the Company shall not issue any additional
Collateral Bonds to be issued thereunder. From and after the Release Date, the
Company's obligations in respect of the Collateral Bonds shall be satisfied and
discharged.
No recourse shall be had for the payment of the principal of, or the
interest on, the Collateral Bonds, or for any claim based hereon or otherwise in
respect of the Collateral Bonds or the Secured Indenture, Senior Indenture or
any indenture supplemental to either thereof, or against any incorporator,
stockholder, director or officer, past, present or future, of the Company, as
such, or any predecessor or successor corporation, either directly or through
the Company or any such predecessor or successor corporation, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability, whether at common law,
in equity, by any constitution, statute or otherwise, of incorporators,
stockholders, directors or officers being waived and released by the owner
hereof and every owner of any Related Note by the acceptance of the Collateral
Bonds or such Related Note, as the case may be, and as part of the consideration
for the issue thereof, and being likewise waived and released pursuant to the
Secured Indenture and the Senior Indenture.
The Collateral Bonds shall not be valid or become obligatory for any
purpose unless and until the certificate of authentication hereon shall have
been manually executed by the Mortgage Trustee or its successor in trust under
the Secured Indenture.
IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this
certificate 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: June 23, 1998
MICHIGAN CONSOLIDATED GAS COMPANY
-3-
18
By
President and Chief Executive Officer
Attest:
Secretary
The bonds represented by this certificate constitute Collateral Bonds
of the series designated and described in the within-mentioned Secured
Indenture.
CITIBANK, N.A., as Mortgage Trustee
By
Authorized Officer
----------------------------------------------------------------
-4-
