NINETY-NINTH SUPPLEMENTAL INDENTURE PROVIDING AMONG OTHER THINGS FOR FIRST MORTGAGE BONDS

Indenture Agreement

You are currently viewing:

This Indenture Agreement involves

CONSUMERS ENERGY CO

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: NINETY-NINTH SUPPLEMENTAL INDENTURE PROVIDING AMONG OTHER THINGS FOR FIRST MORTGAGE BONDS
Governing Law: Michigan Date: 3/10/2005

NINETY-NINTH SUPPLEMENTAL INDENTURE PROVIDING AMONG OTHER THINGS FOR FIRST MORTGAGE BONDS, Parties: consumers energy co

<PAGE>

EXHIBIT 4(a)(i)

NINETY-NINTH SUPPLEMENTAL INDENTURE

PROVIDING AMONG OTHER THINGS FOR

FIRST MORTGAGE BONDS,

$250,000,000 5.15% SERIES DUE 2017

--------------

DATED AS OF JANUARY 20, 2005

--------------

CONSUMERS ENERGY COMPANY

JPMORGAN CHASE BANK, N.A.

TRUSTEE

Counterpart _____ of 80

<PAGE>

THIS NINETY-NINTH SUPPLEMENTAL INDENTURE, dated as of January

20, 2005 (herein sometimes referred to as "this Supplemental Indenture"), made

and entered into by and between CONSUMERS ENERGY COMPANY, a corporation

organized and existing under the laws of the State of Michigan, with its

principal executive office and place of business at One Energy Plaza, in

Jackson, Jackson County, Michigan 49201, formerly known as Consumers Power

Company (hereinafter sometimes referred to as the "Company"), and JPMORGAN CHASE

BANK, N.A., a national banking association organized under the laws of the

United States of America, with its corporate trust offices at 4 New York Plaza,

New York, New York 10004 (hereinafter sometimes referred to as the "Trustee"),

as Trustee under the Indenture dated as of September 1, 1945 between Consumers

Power Company, a Maine corporation (hereinafter sometimes referred to as the

"Maine corporation"), and City Bank Farmers Trust Company (Citibank, N.A.,

successor, hereinafter sometimes referred to as the "Predecessor Trustee"),

securing bonds issued and to be issued as provided therein (hereinafter

sometimes referred to as the "Indenture"),

WHEREAS at the close of business on January 30, 1959, City

Bank Farmers Trust Company was converted into a national banking association

under the title "First National City Trust Company"; and

WHEREAS at the close of business on January 15, 1963, First

National City Trust Company was merged into First National City Bank; and

WHEREAS at the close of business on October 31, 1968, First

National City Bank was merged into The City Bank of New York, National

Association, the name of which was thereupon changed to First National City

Bank; and

WHEREAS effective March 1, 1976, the name of First National

City Bank was changed to Citibank, N.A.; and

WHEREAS effective July 16, 1984, Manufacturers Hanover Trust

Company succeeded Citibank, N.A. as Trustee under the Indenture; and

WHEREAS effective June 19, 1992, Chemical Bank succeeded by

merger to Manufacturers Hanover Trust Company as Trustee under the Indenture;

and

WHEREAS effective July 15, 1996, The Chase Manhattan Bank

(National Association) merged with and into Chemical Bank which thereafter was

renamed The Chase Manhattan Bank; and

WHEREAS effective November 11, 2001, The Chase Manhattan Bank

merged with Morgan Guaranty Trust Company of New York and the surviving

corporation was renamed JPMorgan Chase Bank; and

WHEREAS effective November 13, 2004, the name of JPMorgan

Chase Bank was changed to JPMorgan Chase Bank, N.A.; and

WHEREAS the Indenture was executed and delivered for the

purpose of securing such bonds as may from time to time be issued under and in

accordance with the terms of the

<PAGE>

Indenture, the aggregate principal amount of bonds to be secured thereby being

limited to $5,000,000,000 at any one time outstanding (except as provided in

Section 2.01 of the Indenture), and the Indenture describes and sets forth the

property conveyed thereby and is filed in the Office of the Secretary of State

of the State of Michigan and is of record in the Office of the Register of Deeds

of each county in the State of Michigan in which this Supplemental Indenture is

to be recorded; and

WHEREAS the Indenture has been supplemented and amended by

various indentures supplemental thereto, each of which is filed in the Office of

the Secretary of State of the State of Michigan and is of record in the Office

of the Register of Deeds of each county in the State of Michigan in which this

Supplemental Indenture is to be recorded; and

WHEREAS the Company and the Maine corporation entered into an

Agreement of Merger and Consolidation, dated as of February 14, 1968, which

provided for the Maine corporation to merge into the Company; and

WHEREAS the effective date of such Agreement of Merger and

Consolidation was June 6, 1968, upon which date the Maine corporation was merged

into the Company and the name of the Company was changed from "Consumers Power

Company of Michigan" to "Consumers Power Company"; and

WHEREAS the Company and the Predecessor Trustee entered into a

Sixteenth Supplemental Indenture, dated as of June 4, 1968, which provided,

among other things, for the assumption of the Indenture by the Company; and

WHEREAS said Sixteenth Supplemental Indenture became effective

on the effective date of such Agreement of Merger and Consolidation; and

WHEREAS the Company has succeeded to and has been substituted

for the Maine corporation under the Indenture with the same effect as if it had

been named therein as the mortgagor corporation; and

WHEREAS effective March 11, 1997, the name of Consumers Power

Company was changed to Consumers Energy Company; and

WHEREAS, the Indenture provides for the issuance of bonds

thereunder in one or more series, and the Company, by appropriate corporate

action in conformity with the terms of the Indenture, has duly determined to

create, and does hereby create, a new series of bonds under the Indenture

designated 5.15% Series due 2017, each of which bonds shall also bear the

descriptive title "First Mortgage Bonds" (hereinafter provided for and

hereinafter sometimes referred to as the "2017 Bonds"), the bonds of which

series are to be issued as registered bonds without coupons and are to bear

interest at the rate per annum specified in the title thereof and are to mature

February 15, 2017; and

WHEREAS the Company and Barclays Capital Inc., J.P. Morgan

Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, ABN AMRO

Incorporated, Comerica Securities, Inc., Fifth Third Securities, Inc. and

Huntington Capital Corp. (the "Underwriters") have entered into an Underwriting

Agreement dated January 13, 2005 (the Underwriting

<PAGE>

Agreement"), pursuant to which the Company agreed to sell and the Underwriters

agreed to buy $250,000,000 in aggregate principal amount of 2017 Bonds (such

2017 Bonds, the "Bonds"); and

WHEREAS, each of the registered bonds without coupons of 2017

Bonds and the Trustee's Authentication Certificate thereon are to be

substantially in the following form, respectively, to wit:

[FORM OF REGISTERED BOND OF THE 2017 BONDS]

[FACE]

THIS BOND IS A GLOBAL BOND REGISTERED IN THE NAME OF THE

DEPOSITARY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS

EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL BONDS REPRESENTED HEREBY, THIS

GLOBAL 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

GLOBAL BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST

COMPANY (55 WATER STREET, NEW YORK, NEW YORK), A NEW YORK CORPORATION (THE

"DEPOSITARY"), TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,

AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER

NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST

COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY) 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.

CONSUMERS ENERGY COMPANY

FIRST MORTGAGE BOND

5.15% SERIES DUE 2017

CUSIP: 210518 CG 9 $250,000,000

ISIN: US 210518CG91

No.:

CONSUMERS ENERGY COMPANY, a Michigan corporation (hereinafter

called the "Company"), for value received, hereby promises to pay to Cede & Co.,

or registered

<PAGE>

assigns, the principal sum of Two Hundred Fifty Million Dollars ($250,000,000)

on February 15, 2017, and to pay to the registered holder hereof interest on

said sum from the latest semi-annual interest payment date to which interest has

been paid on the bonds of this series preceding the date hereof, unless the date

hereof be an interest payment date to which interest is being paid, in which

case from the date hereof, or unless the date hereof is prior to August 15, 2005

in which case from January 20, 2005 (or if this bond is dated between the record

date for any interest payment date and such interest payment date, then from

such interest payment date, provided, however, that if the Company shall default

in payment of the interest due on such interest payment date, then from the next

preceding semi-annual interest payment date to which interest has been paid on

the bonds of this series, or if such interest payment date is August 15, 2005,

from January 20, 2005), at the rate per annum, until the principal hereof shall

have become due and payable, specified in the title of this bond, payable on

February 15 and August 15 in each year. The provisions of this bond are

continued on the reverse hereof and such continued provisions shall for all

purposes have the same effect as though fully set forth at this place.

This bond shall not be valid or become obligatory for any

purpose unless and until it shall have been authenticated by the execution by

the Trustee or its successor in trust under the Indenture of the certificate

hereon.

IN WITNESS WHEREOF, Consumers Energy Company has caused this

bond to be executed in its name by its Chairman of the Board, its President or

one of its Vice Presidents by his or her signature or a facsimile thereof, and

its corporate seal or a facsimile thereof to be affixed hereto or imprinted

hereon and attested by its Secretary or one of its Assistant Secretaries by his

or her signature or a facsimile thereof.

CONSUMERS ENERGY COMPANY

Dated:

By:

-------------------------------

Printed:

-------------------------

Title:

---------------------------

Attest:

----------------------

TRUSTEE'S AUTHENTICATION CERTIFICATE

This is one of the bonds, of the series designated therein,

described in the within-mentioned Indenture.

JPMORGAN CHASE BANK, N.A., Trustee

By:

-------------------------------

Authorized Officer

<PAGE>

[REVERSE]

CONSUMERS ENERGY COMPANY

FIRST MORTGAGE BOND

5.15% SERIES DUE 2017

The interest payable on any February 15 or August 15 will,

subject to certain exceptions provided in the Indenture hereinafter mentioned,

be paid to the person in whose name this bond is registered at the close of

business on the record date, which shall be the first calendar day of the month

in which such interest payment date occurs, or, if such February 15 or August 15

shall be a legal holiday or a day on which banking institutions in the Borough

of Manhattan, The City of New York, are authorized to close, the next preceding

day which shall not be a legal holiday or a day on which such institutions are

so authorized to close. The principal of and the premium, if any, and interest

on this bond shall be payable at the office or agency of the Company in the

Borough of Manhattan, The City of New York, designated for that purpose, in any

coin or currency of the United States of America which at the time of payment is

legal tender for public and private debts.

This bond is one of the bonds of a series designated as First

Mortgage Bonds, 5.15% Series due 2017 (sometimes herein referred to as the "2017

Bonds" or the "Bonds") issued and to be issued from time to time under and in

accordance with and secured by an indenture dated as of September 1, 1945, given

by the Company (or its predecessor, Consumers Power Company, a Maine

corporation) to City Bank Farmers Trust Company (JPMorgan Chase Bank, N.A.,

successor) (hereinafter sometimes referred to as the "Trustee"), together with

indentures supplemental thereto, heretofore or hereafter executed, to which

indenture and indentures supplemental thereto (hereinafter referred to

collectively as the "Indenture") reference is hereby made for a description of

the property mortgaged and pledged, the nature and extent of the security and

the rights, duties and immunities thereunder of the Trustee and the rights of

the holders of said bonds and of the Trustee and of the Company in respect of

such security, and the limitations on such rights. By the terms of the

Indenture, the bonds to be secured thereby are issuable in series which may vary

as to date, amount, date of maturity, rate of interest and in other respects as

provided in the Indenture.

The 2017 Bonds are redeemable upon notice given by mailing the

same, postage prepaid, not less than thirty days nor more than sixty days prior

to the date fixed for redemption to each registered holder of a bond to be

redeemed (in whole or in part) at the last address of such holder appearing on

the registry books. Any or all of the bonds of this series may be redeemed by

the Company, at any time and from time to time prior to maturity, at a

redemption price equal to the greater of (1) 100% of the principal amount of the

Bonds and (2) the sum of the present values of the Remaining Scheduled Payments

(as defined below) of principal and interest on the Bonds discounted to the

redemption date semiannually (assuming a 360-day year consisting of twelve

30-day months) at the Treasury Rate (as defined below), plus 20 basis points,

plus in either case accrued interest on the Bonds to the date of redemption.

"Treasury Rate" means, with respect to any redemption date,

the rate per annum equal to the semiannual equivalent yield to maturity of the

Comparable Treasury Issue (as

<PAGE>

defined below), assuming a price for the Comparable Treasury Issue (expressed as

a percentage of its principal amount) equal to the Comparable Treasury Price (as

defined below) for such redemption date.

"Comparable Treasury Issue" means the United States Treasury

security selected by an Independent Investment Banker (as defined below) as

having a maturity comparable to the remaining term of the Bonds to be redeemed

that would be used, at the time of selection and in accordance with customary

financial practice, in pricing new issues of corporate debt securities of

comparable maturity to the remaining term of the Bonds.

"Independent Investment Banker" means either Barclays Capital

Inc., J.P. Morgan Securities Inc. or Merrill Lynch, Pierce, Fenner & Smith

Incorporated or, if such firms are unwilling or unable to select the Comparable

Treasury Issues, an independent banking institution of national standing

selected by the Company.

"Comparable Treasury Price" means, with respect to any

redemption date, (1) the average of the bid and asked prices for the Comparable

Treasury Issue (expressed in each case as a percentage of its principal amount)

on the third business day preceding such redemption date, as set forth in the

daily statistical release (or any successor release) published by the Federal

Reserve Bank of New York and designated "H.15(519)" or (2) if such release (or

any successor release) is not published or does not contain such prices on such

business day, (a) the average of the Reference Treasury Dealer Quotations (as

defined below) for such redemption date, after excluding the highest and lowest

of such Reference Treasury Dealer Quotations, or (b) if the Company obtains

fewer than four such Reference Treasury Dealer Quotations, the average of all

such quotations.

"Reference Treasury Dealer Quotations" means, with respect to

each Reference Treasury Dealer (as defined below) and any redemption date, the

average, as determined by the Company, of the bid and asked prices for the

Comparable Treasury Issue (expressed in each case as a percentage of its

principal amount) quoted in writing to the Company by such Reference Treasury

Dealer at 5:00 p.m. on the third business day preceding such redemption date.

"Reference Treasury Dealer" means (1) each of Barclays Capital

Inc., J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith

Incorporated and their respective successors; provided, however, that if any of

the foregoing shall cease to be a primary U.S. government securities dealer in

New York City (a "Primary Treasury Dealer"), the Company shall replace that

former dealer with another Primary Treasury Dealer and (2) up to four other

Primary Treasury Dealers selected by the Company.

"Remaining Scheduled Payments" means, with respect to each

Bond to be redeemed, the remaining scheduled payments of the principal thereof

and interest thereon that would be due after the related redemption date but for

such redemption; provided, however, that, if that redemption date is prior to an

interest payment date with respect to such Bond, the amount of the next

succeeding scheduled interest payment thereon will be reduced by the amount of

interest accrued thereon to that redemption date.

<PAGE>

In case of certain defaults as specified in the Indenture, the

principal of this bond may be declared or may become due and payable on the

conditions, at the time, in the manner and with the effect provided in the

Indenture. The holders of certain specified percentages of the bonds at the time

outstanding, including in certain cases specified percentages of bonds of

particular series, may in certain cases, to the extent and as provided in the

Indenture, waive certain defaults thereunder and the consequences of such

defaults.

The Indenture contains provisions permitting the Company and

the Trustee, with the consent of the holders of not less than seventy-five per

centum in principal amount of the bonds (exclusive of bonds disqualified by

reason of the Company's interest therein) at the time outstanding, including, if

more than one series of bonds shall be at the time outstanding, not less than

sixty per centum in principal amount of each series affected, to effect, by an

indenture supplemental to the Indenture, modifications or alterations of the

Indenture and of the rights and obligations of the Company and the rights of the

holders of the bonds and coupons; provided, however, that no such modification

or alteration shall be made without the written approval or consent of the

holder hereof which will (a) extend the maturity of this bond or reduce the rate

or extend the time of payment of interest hereon or reduce the amount of the

principal hereof or reduce any premium payable on the redemption hereof, (b)

permit the creation of any lien, not otherwise permitted, prior to or on a

parity with the lien of the Indenture, or (c) reduce the percentage of the

principal amount of the bonds upon the approval or consent of the holders of

which modifications or alterations may be made as aforesaid.

The Company reserves the right, without any consent, vote or

other action by holders of the 2017 Bonds or any other series created after the

Sixty-eighth Supplemental Indenture to amend the Indenture to reduce the

percentage of the principal amount of bonds the holders of which are required to

approve any supplemental indenture (other than any supplemental indenture which

is subject to the proviso contained in the immediately preceding sentence) (a)

from not less than seventy-five per centum (including sixty per centum of each

series affected) to not less than a majority in principal amount of the bonds at

the time outstanding or (b) in case fewer than all series are affected, not less

than a majority in principal amount of the bonds of all affected series, voting

together.

No recourse shall be had for the payment of the principal of

or premium, if any, or interest on this bond, or for any claim based hereon, or

otherwise in respect hereof or of the Indenture, to or against any incorporator,

stockholder, director or officer, past, present or future, as such, of the

Company, or of any predecessor or successor company, either directly or through

the Company, or such predecessor or successor company, or otherwise, under any

constitution or statute or rule of law, or by the enforcement of any assessment

or penalty, or otherwise, all such liability of incorporators, stockholders,

directors and officers, as such, being waived and released by the holder and

owner hereof by the acceptance of this bond and being likewise waived and

released by the terms of the Indenture.

[END OF FORM OF REGISTERED BOND OF THE 2017 BONDS]

- - - - - - - - - - - - - - -

<PAGE>

AND WHEREAS all acts and things necessary to make the 2017

Bonds ( referred to herein as the "Bonds"), when duly executed by the Company

and authenticated by the Trustee or its agent and issued as prescribed in the

Indenture, as heretofore supplemented and amended, this Supplemental Indenture,

the valid, binding and legal obligations of the Company, and to constitute the

Indenture, as supplemented and amended as aforesaid, as well as by this

Supplemental Indenture, a valid, binding and legal instrument for the security

thereof, have been done and performed, and the creation, execution and delivery

of this Supplemental Indenture and the creation, execution and issuance of bonds

subject to the terms hereof and of the Indenture, as so supplemented and

amended, have in all respects been duly authorized;

NOW, THEREFORE, in consideration of the premises, of the

acceptance and purchase by the holders thereof of the bonds issued and to be

issued under the Indenture, as supplemented and amended as above set forth, duly

paid by the Trustee to the Company, and of other good and valuable

considerations, the receipt whereof is hereby acknowledged, and for the purpose

of securing the due and punctual payment of the principal of and premium, if

any, and interest on all bonds now outstanding under the Indenture and the

$250,000,000 principal amount of the 2017 Bonds, and all other bonds which shall

be issued under the Indenture, as supplemented and amended from time to time,

and for the purpose of securing the faithful performance and observance of all

covenants and conditions therein, and in any indenture supplemental thereto, set

forth, the Company has given, granted, bargained, sold, released, transferred,

assigned, hypothecated, pledged, mortgaged, confirmed, set over, warranted,

alienated and conveyed and by these presents does give, grant, bargain, sell,

release, transfer, assign, hypothecate, pledge, mortgage, confirm, set over,

warrant, alienate and convey unto JPMorgan Chase Bank, N.A., as Trustee, as

provided in the Indenture, and its successor or successors in the trust thereby

and hereby created and to its or their assigns forever, all the right, title and

interest of the Company in and to all the property, described in Section 11

hereof, together (subject to the provisions of Article X of the Indenture) with

the tolls, rents, revenues, issues, earnings, income, products and profits

thereof, excepting, however, the property, interests and rights specifically

excepted from the lien of the Indenture as set forth in the Indenture;

TOGETHER WITH all and singular the tenements, hereditaments

and appurtenances belonging or in any wise appertaining to the premises,

property, franchises and rights, or any thereof, referred to in the foregoing

granting clause, with the reversion and reversions, remainder and remainders and

(subject to the provisions of Article X of the Indenture) the tolls, rents,

revenues, issues, earnings, income, products and profits thereof, and all the

estate, right, title and interest and claim whatsoever, at law as well as in

equity, which the Company now has or may hereafter acquire in and to the

aforesaid premises, property, franchises and rights and every part and parcel

thereof;

SUBJECT, HOWEVER, with respect to such premises, property,

franchises and rights, to excepted encumbrances as said term is defined in

Section 1.02 of the Indenture, and subject also to all defects and limitations

of title and to all encumbrances existing at the time of acquisition.

<PAGE>

TO HAVE AND TO HOLD all said premises, property, franchises

and rights hereby conveyed, assigned, pledged or mortgaged, or intended so to

be, unto the Trustee, its successor or successors in trust and their assigns

forever;

BUT IN TRUST, NEVERTHELESS, with power of sale for the equal

and proportionate benefit and security of the holders of all bonds now or

hereafter authenticated and delivered under and secured by the Indenture and

interest coupons appurtenant thereto, pursuant to the provisions of the

Indenture and of any supplemental indenture, and for the enforcement of the

payment of said bonds and coupons when payable and the performance of and

compliance with the covenants and conditions of the Indenture and of any

supplemental indenture, without any preference, distinction or priority as to

lien or otherwise of any bond or bonds over others by reason of the difference

in time of the actual authentication, delivery, issue, sale or negotiation

thereof or for any other reason whatsoever, except as otherwise expressly

provided in the Indenture; and so that each and every bond now or hereafter

authenticated and delivered thereunder shall have the same lien, and so that the

principal of and premium, if any, and interest on every such bond shall, subject

to the terms thereof, be equally and proportionately secured, as if it had been

made, executed, authenticated, delivered, sold and negotiated simultaneously

with the execution and delivery thereof;

AND IT IS EXPRESSLY DECLARED by the Company that all bonds

authenticated and delivered under and secured by the Indenture, as supplemented

and amended as above set forth, are to be issued, authenticated and delivered,

and all said premises, property, franchises and rights hereby and by the

Indenture and indentures supplemental thereto conveyed, assigned, pledged or

mortgaged, or intended so to be, are to be dealt with and disposed of under,

upon and subject to the terms, conditions, stipulations, covenants, agreements,

trusts, uses and purposes expressed in the Indenture, as supplemented and

amended as above set forth, and the parties hereto mutually agree as follows:

SECTION 1. There is hereby created one series of bonds (the

"2017 Bonds") designated as hereinabove provided, which shall also bear the

descriptive title "First Mortgage Bond", and the form thereof shall be

substantially as hereinbefore set forth. The 2017 Bonds shall be issued in the

aggregate principal amount of $250,000,000, shall mature on February 15, 2017

and shall be issued only as registered bonds without coupons in denominations of

$1,000 and any multiple thereof. The serial numbers of the 2017 Bonds shall be

such as may be approved by any officer of the Company, the execution thereof by

any such officer either manually or by facsimile signature to be conclusive

evidence of such approval. The 2017 Bonds shall bear interest at the rate per

annum, until the principal thereof shall have become due and payable, specified

in the title thereto, payable semi-annually on February 15 and August 15 in each

year. The principal of and the premium, if any, and the interest on said bonds

shall be payable in any coin or currency of the United States of America which

at the time of payment is legal tender for public and private debts, at the

office or agency of the Company in the City of New York, designated for that

purpose.

<PAGE>

SECTION 2.

2.01 Form of Bonds.

The 2017 Bonds shall be issued initially in the form of one or

more permanent Global Bonds in definitive, fully registered form without

interest coupons with the global securities legend (each, a "Global Bond"),

which shall be deposited on behalf of the purchasers of the Bonds represented

thereby with the Trustee, at its corporate trust office, as securities custodian

(or with such other securities custodian as the Depository (as defined below)

may direct), and registered in the name of the Depository or a nominee of the

Depository, duly executed by the Company and authenticated by the Trustee as

hereinafter provided. The aggregate principal amount of the Global Bonds may

from time to time be increased or decreased by adjustments made on the records

of the Trustee and the Depository or its nominee as hereinafter provided. The

Depositary for the Global Bonds shall be The Depository Trust Company, a New

York corporation, or its duly appointed successor (the "Depository"). This

Section 2.01 shall apply only to a Global Bond deposited with or on behalf of

the Depository.

The Company shall execute and the Trustee shall, in the case

of each of the 2017 Bonds in accordance with this Section 2.01, authenticate and

deliver initially one or more Global Bonds that (a) shall be registered in the

name of the Depository or the nominee of the Depository and (b) shall be

delivered by the Trustee to the Depository or pursuant to the Depository's

instructions or held by the Trustee as securities custodian.

Members of, or participants in, the Depository ("Agent

Members") shall have no rights under this Supplemental Indenture with respect to

any Global Bond held on their behalf by the Depository or by the Trustee as the

securities custodian or under such Global Bond, and the Company, the Trustee and

any agent of the Company or the Trustee shall be entitled to treat the

Depository as the absolute owner of such Global Bond for all purposes

whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the

Company, the Trustee or any agent of the Company from giving effect to any

written certification, proxy or other authorization furnished by the Depository

or impair, as between the Depository and its Agent Members, the operation of

customary practices of such Depository governing the exercise of the rights of a

holder of a beneficial interest in any Global Bond.

Except as provided in this Section 2.01, Section 2.02 or

Section 2.03, owners of beneficial interests in Global Bonds shall not be

entitled to receive physical delivery of certificated Bonds.

2.02 Transfer and Exchange.

(a) Transfer and Exchange of Global Bonds.

(i) The transfer and exchange of Global Bonds or

beneficial interests therein shall be effected through the Depository,

in accordance with this Supplemental Indenture (including applicable

restrictions on transfer set forth herein, if any) and the procedures

of the Depository therefor.

(ii) Notwithstanding any other provision of this

Supplemental Indenture (other than the provisions set forth in Section

2.03), a Global Bond may not be transferred as a whole except by the

Depository to a nominee of the Depository or by a nominee of the

Depository to the Depository or another nominee of the Depository

<PAGE>

or by the Depository or any such nominee to a successor Depository or a

nominee of such successor Depository.

(b) Cancellation or Adjustment of Global Bond. At such time as

all beneficial interests in a Global Bond have either been exchanged for

certificated Bonds, redeemed, purchased or canceled, such Global Bond shall be

canceled by the Trustee. At any time prior to such cancellation, if any

beneficial interest in a Global Bond is exchanged for certificated Bonds,

redeemed, purchased or canceled, the principal amount of Bonds represented by

such Global Bond shall be reduced and an adjustment shall be made on the books

and records of the securities custodian with respect to such Global Bond.

Bonds.

(i) To permit registrations of transfers and

exchanges, the Company shall execute and the Trustee shall authenticate

certificated Bonds and Global Bonds at the security registrar's

request.

(ii) No service charge shall be made for registration

of transfer or exchange, but the Company may require payment of a sum

sufficient to cover any transfer tax, assessments or similar

governmental charge payable in connection therewith.

(iii) Prior to the due presentation for registration

of transfer of any Bond, the Company, the Trustee, the paying agent or

the security registrar may deem and treat the person in whose name a

Bond is registered as the absolute owner of such Bond for the purpose

of receiving payment of principal of and interest on such Bond and for

all other purposes whatsoever, whether or not such Bond is overdue, and

none of the Company, the Trustee, the paying agent or the security

registrar shall be affected by notice to the contrary.

(iv) All Bonds issued upon any transfer or exchange

pursuant to the terms of the Indenture shall evidence the same debt and

shall be entitled to the same benefits under the Indenture as the Bonds

surrendered upon such transfer or exchange.

(d) No Obligation of Trustee.

(i) The Trustee (whether in its capacity as Trustee

or otherwise) shall have no responsibility or obligation to any

beneficial owner of a Global Bond, Agent Member or other person with

respect to the accuracy of the records of the Depository or its nominee

or of any Agent Member, with respect to any ownership interest in the

Bonds or with respect to the delivery to any Agent Member, beneficial

owner or other person (other than the Depository) of any notice

(including any notice of redemption) or the payment of any amount,

under or with respect to such Bonds. All notices and communications to

be given to the holders and all payments to be made to holders under

the Bonds shall be given or made only to or upon the order of the

registered holders (which shall be the Depository or its nominee in the

case of a Global Bond). The rights of beneficial owners in any Global

Bond shall be exercised only

<PAGE>

through the Depository subject to the applicable rules and procedures

of the Depository. The Trustee may rely and shall be fully protected in

relying upon information furnished by the Depository with respect to

its Agent Members and any beneficial owners.

(ii) The Trustee shall have no obligation or duty to

monitor, determine or inquire as to compliance with any restrictions on

transfer imposed under this Supplemental Indenture or under applicable

law with respect to any transfer of any interest in any Bond (including

any transfers between or among Agent Members or beneficial owners in

any Global Bond) other than to require delivery of such certificates

and other documentation or evidence as are expressly required by, and

to do so if and when expressly required by, the terms of the Indenture.

2.03 Certificated Bonds.

(a) A Global Bond deposited with the Depository or with the

Trustee as securities custodian pursuant to Section 2.01 shall be transferred to

the beneficial owners thereof in the form of certificated Bonds in an aggregate

principal amount equal to the principal amount of such Global Bond, in exchange

for such Global Bond, only if such transfer complies with this Section 2.03 and

the conditions set forth in Article II of the Indenture.

(b) Any Global Bond that is transferable to the beneficial

owners thereof pursuant to this Section 2.03 shall be surrendered by the

Depository to the Trustee at its corporate trust office to be so transferred, in

whole or from time to time in part, without charge, and the Trustee shall

authenticate and deliver, upon such transfer of each portion of such Global

Bond, an equal aggregate principal amount of certificated Bonds of authorized

denominations. Any portion of a Global Bond transferred pursuant to this Section

2.03 shall be executed, authenticated and delivered only in denominations of

$1,000 principal amount and any integral multiple thereof and registered in such

names as the Depository shall direct.

registered holder of a Global Bond shall be entitled to grant proxies and

otherwise authorize any person, including Agent Members and persons that may

hold interests through Agent Members, to take any action which a holder is

entitled to take under the Indenture or the Bonds.

SECTION 3. The 2017 Bonds are redeemable upon notice given by

mailing the same, postage prepaid, not less than thirty days nor more than sixty

days prior to the date fixed for redemption to each registered holder of a bond

to be redeemed (in whole or in part) at the last address of such holder

appearing on the registry books. Any or all of the bonds of this series may be

redeemed by the Company, at any time and from time to time prior to maturity, at

a redemption price equal to the greater of (1) 100% of the principal amount of

the Bonds and (2) the sum of the present values of the Remaining Scheduled

Payments (as defined below) of principal and interest on the Bonds discounted to

the redemption date semiannually (assuming a 360-day year consisting of twelve

30-day months) at the Treasury Rate (as defined below), plus 20 basis points,

plus accrued interest on the Bonds to the date of redemption.