SEVENTH SUPPLEMENTAL INDENTURE FROM MICHIGAN CONSOLIDATED GAS COMPANY TO CITIBANK, N.A. TRUSTEE

Exhibit 4-243

SEVENTH SUPPLEMENTAL INDENTURE

FROM

MICHIGAN CONSOLIDATED GAS COMPANY

TO

CITIBANK, N.A.

TRUSTEE

Dated as of June 1, 2008

SUPPLEMENT TO INDENTURE

Dated as of June 1, 1998

Providing for

6.78% Senior Notes, 2008 Series F due 2028

     This SEVENTH SUPPLEMENTAL INDENTURE is made as of the 1st day of JUNE, 2008, by and between MICHIGAN CONSOLIDATED GAS COMPANY, a corporation duly organized and existing under the laws of the State of Michigan (the “Company”), and CITIBANK, N.A., a national banking association incorporated and existing under and by virtue of the laws of the United States of America, as trustee (the “Trustee”).

RECITALS OF THE COMPANY:

     WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of June 1, 1998 (the “Original Indenture”), as amended, supplemented and modified (as so amended, supplemented and modified, the “Indenture”), providing for the issuance by the Company from time to time of its senior debt securities (the “Securities”); and

     WHEREAS, the Company desires to provide for the issuance of a series of its Securities pursuant to the Indenture; and

      WHEREAS , the Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Original Indenture, including Section 10.1 thereof, and pursuant to appropriate resolutions of the Board of Directors, has duly determined to make, execute and deliver to the Trustee this Supplemental Indenture to the Original Indenture as permitted by Section 2.1 and Section 3.1 of the Original Indenture in order to establish the form or terms of, and to provide for the creation and issue of a series of its Securities under the Original Indenture, which shall be known as the “6.78% Senior Notes, 2008 Series F due 2028” (the “Senior Notes”); and

      WHEREAS , all things necessary to make such Securities, when executed by the Company and authenticated and delivered by the Trustee or any Authenticating Agent and issued upon the terms and subject to the conditions hereinafter and in the Original Indenture set forth against payment therefor, the valid, binding and legal obligations of the Company and to make this Supplemental Indenture a valid, binding and legal agreement of the Company, have been done;

      NOW, THEREFORE, in order to establish the terms of a series of Securities, and for and in consideration of the premises and of the covenants contained in the Original Indenture and in this Supplemental Indenture and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed as follows:

Article I
RELATION TO INDENTURE; DEFINITIONS

     Section 1.01.

     This Supplemental Indenture constitutes an integral part of the Indenture.

     Section 1.02.

     For all purposes of this Supplemental Indenture:

     (a) Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Indenture;

     (b) All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture; and

     (c) The terms “hereof,” “herein,” “hereby,” “hereto,” “hereunder,” and “herewith” refer to this Supplemental Indenture.

     (d) The following terms shall have the meaning set forth below:

          “Institutional Investor” has the meaning set forth in the Purchase Agreement.

          “Original Issue Date” means June 26, 2008.

          “Purchase Agreement” means the Note Purchase Agreement dated as of April 11, 2008, among the Company and the several initial purchasers named therein.

          “Restricted Securities Legend” means the legend set forth in Section 2.03(b) herein.

          “Securities Act” means the Securities Act of 1933, as amended.

Article II
THE SECURITIES

     Section 2.01. Title of the Securities; Stated Maturity.

     This Supplemental Indenture hereby establishes a series of Securities, known as and entitled “6.78% Senior Notes, 2008 Series F due 2028”. The aggregate principal amount of the Senior Notes shall be limited initially to Seventy-five Million Dollars ($75,000,000), (except for Senior Notes authenticated and delivered upon transfer of, or in exchange for, or in lieu of, other Senior Notes).

     The Senior Notes issued on the Original Issue Date will be sold by the Company pursuant to the Purchase Agreement.

     The Senior Notes are not subject to repayment at the option of Holders thereof and are not subject to any sinking fund. As provided in the form of Senior Notes attached hereto as Appendix I, the Senior Notes are subject to optional redemption, as a whole or in part, by the Company prior to the Stated Maturity of the principal thereof on the terms set forth therein. Except as modified in the form of the Senior Notes, redemptions shall be effected in accordance with Article Twelve of the Original Indenture.

     The Senior Notes shall have such other terms and provisions as are set forth in the form of the Senior Notes attached hereto as Appendix I (which is incorporated by reference in and made a part of this Supplemental Indenture as if set forth in full at this place).

     Section 2.02. Amount and Denominations

     The Senior Notes shall be issuable only in fully registered form and, as permitted by Section 3.1 and Section 3.2 of the Original Indenture, in denominations of $1,000 and integral multiples thereof.

     Section 2.03. Transfer and Exchange.

     (a) Transfer and Exchange of Definitive Securities. When Securities evidencing the Senior Notes are presented to the Security Registrar with a request:

          (i) to register the transfer of such Securities; or

          (ii) to exchange such Securities for Securities of the same series of any authorized denominations of the same aggregate principal amount and Stated Maturity, the Security Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange:

       (A) shall be duly endorsed or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and

       (B) are accompanied by the following additional information and documents, as applicable:

          (x) if such Securities are being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in the form set forth on the reverse side of the Transfer Restricted Security); or

          (y) if such Securities are being transferred to the Company, a certification to that effect (in the form set forth on the reverse side of the Transfer Restricted Security); or

          (z) if such Securities are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (i) a certification to that effect (in the form set forth on the reverse side of the Transfer Restricted Security) and (ii) if the Company so

requests, other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.03(b).

     In case of redemption, the Company shall not be required (i) to issue, register the transfer of or exchange Senior Notes of any series during a period beginning at the opening of business 15 days before any selection of Senior Notes of that series to be redeemed and ending at the close of business on the day of the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Senior Notes so selected for redemption, in whole or in part, except the unredeemed portion of any Senior Notes being redeemed in part.

     (b) Legends for Securities. Each Security certificate evidencing the Senior Notes (and all Securities issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend only):

     THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

Article III
DELIVERY AND TRANSFER OF 2008 SERIES F COLLATERAL BONDS

     The Company hereby delivers and transfers to the Trustee in connection with the issuance of the Senior Notes, Seventy-five Million Dollars ($75,000,000) aggregate principal amount of a related issue of Collateral Bonds of the Company designated “2008 Series F Collateral Bonds” (the “Series F Bonds” and, together with all other First Mortgage Bonds issued under the First Mortgage Indenture as security for Securities issued under the Indenture, “Collateral Bonds”), which has been fully registered in the name of the Trustee in such capacity, to be held in trust for the benefit of the Holders from time to time of the Senior Notes as security for any and all obligations of the Company in respect of the Senior Notes under the Indenture, this Supplemental Indenture and the Senior Notes, including but not limited to (1) the full and prompt payment of the interest on, principal of, and Make-Whole Amount, if any, on the Senior Notes when and as the same shall become due and payable in accordance with the terms and provisions of the Indenture and this Supplemental Indenture and the Senior Notes, either at the Stated Maturity, upon acceleration of the maturity or upon redemption of the Senior Notes, and (2) the full and prompt payment of any interest on the Senior Notes when and as the same shall become due and payable in accordance with the terms and provisions of the Indenture and this Supplemental Indenture and the

Senior Notes. The Trustee shall enforce all of its rights under the First Mortgage Indenture as a holder of the Series F Bonds transferred to it as provided in this Article III for the benefit of the Holders of the Senior Notes and the proceeds of the enforcement of such rights shall be applied by the Trustee to satisfy the Company’s obligations under the Indenture, this Supplemental Indenture and the Senior Notes. The Series F Bonds are the “Related Issue of Collateral Bonds” with respect to the Senior Notes within the meaning of the Indenture.

     The Company shall make payments of the principal of, and Make-Whole Amount or interest on, the Series F Bonds to the Trustee, which payments shall be applied by the Trustee in satisfaction of all obligations then due on the Senior Notes.

     The Series F Bonds shall not be sold or transferred by the Trustee until the earlier of the Release Date or the prior retirement of the Senior Notes through redemption, repurchase or otherwise. The “Release Date” shall be the date that all First Mortgage Bonds of the Company issued and outstanding under the First Mortgage 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, at such time, is continuing under the Indenture.

Article IV
COVENANTS

     Section 4.01. Limitation on Liens

     The covenant set forth in Section 11.10 of the Original Indenture shall apply to the Senior Notes only from and after the Release Date (unless Substituted Collateral Bonds are issued to secure the Senior Notes from and after the Release Date in which case such covenant shall not apply); provided, that, in any case, the Company may issue, assume or guarantee Indebtedness secured by a Lien not otherwise permitted under Section 11.10 so long as it effectively secures the Senior Notes equally and ratably with such Indebtedness.

     Section 4.02. Limitation on Sale and Leaseback Transactions

     The covenant set forth in Section 11.11 of the Original Indenture shall apply to the Senior Notes only from and after the Release Date (unless Substituted Collateral Bonds are issued to secure the Senior Notes from and after the Release Date in which case such covenant shall not apply).

     Section 4.03. Substituted Collateral Bonds

     The Company covenants and agrees that:

     (a) It shall notify the Trustee not less than 90 days prior to the anticipated Release Date that on the Release Date the Company will cause Substituted Collateral Bonds and an associated supplemental indenture to be delivered to the Trustee in

accordance with Section 4.9 of the Original Indenture as security for the Securities issued under the Indenture.

     (b) On or prior to the Release Date,

     (i) the Company shall have delivered to the Trustee as security for the Securities then Outstanding under the Indenture, including the Senior Notes, Substituted Collateral Bonds complying with the provisions of Section 4.9 of the Original Indenture, such Substituted Collateral Bonds being issued

     (A) in an aggregate principal amount at least equal to the aggregate principal amount of Securities then Outstanding under the Indenture, and

     (B) in series corresponding to the Series of Securities then Outstanding under the Indenture, and each such series of Substituted Collateral Bonds shall be issued (1) in an aggregate principal amount equal to the aggregate principal amount of the corresponding series of Securities then Outstanding, (2) bearing interest at a rate equal to the interest rate borne by the corresponding series of Securities, (3) having interest payment dates that are the same as the Interest Payment Dates of the corresponding series of Securities, (4) with a stated maturity that is the same as the Stated Maturity of the corresponding series of Securities, (5) containing the same redemption or other make-whole payment provisions as the corresponding series of Securities and provisions providing for the mandatory redemption thereof upon an acceleration of the maturity of any Outstanding Securities of the corresponding series following an Event of Default, and (6) meeting the other requirements of Section 4.9 of the Original Indenture; it being expressly understood that each such series of Substituted Collateral Bonds shall be held by the Trustee for the benefit of the Holders of the corresponding series of Securities from time to time Outstanding subject to such terms and conditions relating to surrender to the Company, transfer restrictions, voting, application of payments of principal and interest and other matters as shall be set forth in an indenture supplemental hereto specifically providing for the delivery to the Trustee of such Substituted Collateral Bonds;

     (ii) such Substituted Collateral Bonds shall have been issued under and shall be secured by a Substituted Mortgage Indenture

     (A) on which the Company shall be the obligor, and

     (B) which shall be qualified, or shall meet the requirements for qualification, under the Trust Indenture Act;

     (iii) the Company shall have delivered to the Trustee:

     (A) an indenture supplemental hereto providing for the delivery to the Trustee of Substituted Collateral Bonds in accordance with Section 4.9 of the Original Indenture and Section 4.03(b)(i) above, together with such Substituted Collateral Bonds;

     (B) an Officer’s Certificate (1) stating that, to the knowledge of the signer, (A) no Event of Default has occurred and is continuing and (B) no event has occurred and is continuing which entitles the secured party under the Substituted Mortgage Indenture to accelerate the maturity of the indebtedness outstanding thereunder and (2) stating the aggregate principal amount of indebtedness issuable, and then proposed to be issued, under and secured by the lien of the Substituted Mortgage Indenture; and

     (C) an Opinion of Counsel to the effect that such Substituted Collateral Bonds have been duly issued under such Substituted Mortgage Indenture and constitute valid obligations, entitled to the benefit of the lien of the Substituted Mortgage Indenture equally and ratably with all other indebtedness then outstanding secured by such lien; and

     (iv) the Company shall have been advised in writing, within not more than 30 days prior to such substitution of the Substituted Collateral Bonds for the Collateral Bonds, by at least two credit rating agencies qualifying as “nationally recognized statistical rating organizations” (as defined by the Securities Exchange Act of 1934, as amended) then maintaining a securities rating on the Senior Notes that the substitution of such Substituted Collateral Bonds for the Collateral Bonds will not result in a reduction of the securities rating assigned to the Senior Notes by that credit rating agency immediately prior to the substitution or the suspension or withdrawal of its rating and the Company shall have provided the Trustee with written evidence of such advice; provided that, in the event such Senior Notes are not rated by at least two such credit rating agencies as described above immediately prior to any proposed substitution, the Company shall cause the Senior Notes to be so rated prior to such substitution (and without giving effect to any substitution) by at least two such credit rating agencies described above.

     (c) in the event that the Company cannot obtain assurance of at least two credit rating agencies as described in Section 4.03(b)(iv) above, the Company will take such actions as are necessary to cause the Release Date not to occur.

     (d) Notwithstanding any other provision of the Indenture, including Section 4.9(d) of the Original Indenture, the requirements of this Section 4.03 shall constitute covenants, agreements and obligations of the Company under the Indenture.

     Section 4.04. Additional Event of Default.

     Failure by the Company to deliver Substituted Mortgage Bonds in accordance with the provisions of Section 4.03 of this Supplemental Indenture and Section 4.9 of the Original Indenture on or prior to the Release Date shall be an “Event of Default” with respect to the Senior Notes as contemplated by Section 6.1(9) of the Original Indenture.

Article V
MISCELLANEOUS

     Section 5.01. Limitation of Trustee Liabilty

     The Trustee has accepted the amendment of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect of any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or for or with respect to (a) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (b) the proper authorization hereof by the Company by corporate action or otherwise, and (c) the due execution hereof by the Company.

     Section 5.02. Applicable Law

     This Supplemental Indenture and the Senior Notes shall be construed in connection with and as a part of the Indenture and shall be governed by the laws (other than the choice of law provisions) of the State of New York.

     Section 5.03. Survivability of Certain Provisions

     (a) If any provision of this Supplemental Indenture conflicts with another provision of the Indenture required to be included in indentures qualified under the Trust Indenture Act of 1939, as amended (as enacted prior to the date of this Supplemental Indenture), by any of the provisions of Section 310 to 317, inclusive, of said act, such required provision shall control.

     (b) In case any one or more of the provisions contained in this Supplemental Indenture or in the Senior Notes issued hereunder should be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected, impaired, prejudiced or disturbed thereby.

     Section 5.04. Successors and Assigns

     Whenever in this Supplemental Indenture either of the parties hereto is named or referred to, such name or reference shall be deemed to include the successors or assigns of such party, and all the covenants and agreements