ONE HUNDRED SEVENTH SUPPLEMENTAL INDENTURE

Exhibit (4) (a)

ONE HUNDRED SEVENTH SUPPLEMENTAL INDENTURE

Providing among other things for
FIRST MORTGAGE BONDS,
4.25% Series 2008 due June 15, 2010

Dated as of March 1, 2008

CONSUMERS ENERGY COMPANY

TO

THE BANK OF NEW YORK,
Trustee

Counterpart                      of 90

          ONE HUNDRED SEVENTH SUPPLEMENTAL INDENTURE, dated as of March 1, 2008 (hereinafter 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 THE BANK OF NEW YORK, a New York banking corporation, with its corporate trust offices at 101 Barclay St., New York, New York 10286 (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, Morgan Guaranty Trust Company of New York merged with and into The Chase Manhattan Bank which thereafter was renamed JPMorgan Chase Bank; and

          WHEREAS effective November 13, 2004, JPMorgan Chase Bank converted to a national banking association and changed its name to JPMorgan Chase Bank, N.A.; and

          WHEREAS, effective October 2, 2006, The Bank of New York succeeded JPMorgan Chase Bank, N.A. as Trustee under the Indenture; 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 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 pursuant to a Trust Indenture, dated as of March 1, 2008 (the “MSF Trust Indenture”) by and between the Michigan Strategic Fund, a Michigan public body corporate and politic of the State of Michigan (the “Issuer”), and The Bank of New York, as trustee (together with any successor trustee thereto, the “MSF Trust Indenture Trustee”), the Issuer has agreed to issue and sell $27,900,000 principal amount of its Limited Obligation Refunding Revenue Bonds (Consumers Energy Company Project), Collateralized Series 2008 (hereinafter sometimes called the “MSF Bonds”), in order to provide funds for the refinancing of certain pollution control revenue bonds previously issued by the Issuer to finance the costs of

constructing, acquiring, improving and installing certain solid waste disposal facilities of the Company; and

          WHEREAS the Company has entered into a Loan Agreement, dated as of March 1, 2008 with the Issuer (the “Loan Agreement”) in connection with the issuance of the MSF Bonds and pursuant to such Loan Agreement the Company has agreed to issue a new series of bonds under the Indenture in order to secure the payment of the MSF Bonds; and

          WHEREAS for such purposes the Company desires to issue a new series of bonds, to be designated 4.25% Series 2008 due June 15, 2010, each of which bonds shall also bear the descriptive title “First Mortgage Bond” (hereinafter provided for and hereinafter sometimes referred to as the “Series 2008 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 herein and are to mature on June 15, 2010; and

          WHEREAS each of the registered bonds without coupons of the Series 2008 Bonds and the Trustee’s Authentication Certificate thereon are to be substantially in the following form:

[FORM OF REGISTERED BOND OF THE SERIES 2008 BONDS]

[FACE]

CONSUMERS ENERGY COMPANY

FIRST MORTGAGE BOND, 4.25% SERIES 2008 DUE JUNE 15, 2010

No.		$27,900,000

           Notwithstanding any provisions hereof or in the Indenture, this bond is not assignable or transferable except as may be required to effect a transfer to any successor trustee under the Trust Indenture, dated as of March 1, 2008 between the Michigan Strategic Fund and The Bank of New York, as trustee, or, subject to compliance with applicable law, as may be involved in the course of the exercise of rights and remedies consequent upon an Event of Default under said Trust Indenture.

          CONSUMERS ENERGY COMPANY, a Michigan corporation (hereinafter called the “Company”), for value received, hereby promises to pay to The Bank of New York, as trustee, or registered assigns, the principal sum of Twenty-Seven Million Nine Hundred Thousand Dollars ($27,900,000) or such lesser principal amount as shall be equal to the aggregate principal amount of the MSF Bonds (as defined below) outstanding on June 15, 2010 and to pay to the registered holder hereof interest on said sum at the rate and in the manner as set forth in the MSF Bonds (as defined below), until the principal hereof shall have become due and payable, payable on June 15 and December 15 in each year (herein referred to as an “interest payment date”).

          Under a Trust Indenture dated as of March 1, 2008 (hereinafter sometimes referred to as the “MSF Trust Indenture”), between the Michigan Strategic Fund (hereinafter sometimes called “MSF”) and The Bank of New York, as trustee (hereinafter, together with any successor

trustee thereto, sometimes called the “MSF Trust Indenture Trustee”), MSF has issued Limited Obligation Refunding Revenue Bonds (Consumers Energy Company Project), Collateralized Series 2008 (hereinafter sometimes referred to as “MSF Bonds”). This bond was originally issued to MSF and simultaneously and irrevocably assigned by the MSF to the MSF Trust Indenture Trustee so as to secure the payment of the MSF Bonds. Payments of principal of, or premium, if any, or interest on, the MSF Bonds shall constitute payments on this bond as further provided herein and in the supplemental indenture pursuant to which this bond has been issued.

          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.

     Dated:

		CONSUMERS ENERGY COMPANY
		By:
		Its:

Attest:

Assistant Secretary

[FORM OF TRUSTEE’S AUTHENTICATION CERTIFICATE]

TRUSTEE’S AUTHENTICATION CERTIFICATE

          This is one of the bonds, of the series designated therein, described in the within-mentioned Indenture.

[REVERSE]

CONSUMERS ENERGY COMPANY

FIRST MORTGAGE BOND, 4.25 % SERIES 2008 DUE JUNE 15, 2010

          The interest payable on any interest payment date 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 day of the month in which such interest payment is due (whether or not a business day). The principal of and the premium, if any, and the interest on this bond shall be payable at the office or agency of the Company in the City of Jackson, Michigan 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; provided, however, in the event of an Event of Default under the MSF Trust Indenture and the acceleration of the MSF Bonds, such payments shall be payable at the corporate trust offices of the Trustee, currently located at 101 Barclay Street, New York, New York.

          Upon payment of the principal of, or premium, if any, or interest on, the MSF Bonds, whether at maturity or prior to maturity by redemption or otherwise, or upon provision for payment thereof having been made in accordance with Article II of the MSF Trust Indenture, the principal of, and premium, if any, on the Series 2008 Bonds and the interest thereon then due shall, to the extent of such payment of principal, premium or interest, be deemed fully paid and the obligation of the Company thereunder to make such payment shall forthwith cease and be discharged and, in the case of the payment of principal and premium, if any, such Series 2008 Bonds shall be surrendered for cancellation or presented for appropriate notation to the Trustee. The Trustee may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of and premium, if any, and interest on the Series 2008 Bonds, so far as such payments at the time have become due, has been fully

satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the MSF Trust Indenture Trustee signed by one of its officers stating (i) that timely payment of principal of, or premium or interest on, the MSF Bonds has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the MSF Trust Indenture Trustee pursuant to the Loan Agreement after giving effect to any available moneys in the Bond Fund provided by the MSF Trust Indenture, and (iii) the amount of the arrearage.

          This bond is one of the bonds issued and to be issued from time to time under and in accordance with and all secured by an Indenture dated as of September 1, 1945, given by the Company (or its predecessor of the same name, a Maine corporation) to City Bank Farmers Trust Company (The Bank of New York, successor) (hereinafter sometimes referred to as the “Trustee”), and 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 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 (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 the holders of which are required to approve any such supplemental indenture.

          This bond is not redeemable by the operation of the improvement fund or the maintenance and replacement provisions of the Indenture or by the use of proceeds of released property.

          This bond is redeemable on the respective dates and in the respective principal amounts which correspond to the redemption dates for, and the principal amounts to be redeemed of, the MSF Bonds, including provision for redemption upon demand of the MSF Trust Indenture Trustee following the occurrence of an Event of Default under the MSF Trust Indenture and the acceleration of the MSF Bonds.

          This bond shall not be assignable or transferable except as may be required to effect a transfer to any successor trustee under the MSF Trust Indenture, or, subject to compliance with applicable law, as may be involved in the course of the exercise of rights and remedies consequent upon an Event of Default under the MSF Trust Indenture. Any such transfer shall be

effected at the Investor Services Department of the Company, as transfer agent (hereinafter referred to as “corporate trust office”). This bond shall be exchangeable for other registered bonds of the same series, in the manner and upon the conditions prescribed in the Indenture, upon the surrender of such bonds at said corporate trust office of the transfer agent; provided, however, in the event of an Event of Default under the MSF Trust Indenture, such corporate trust office shall mean the corporate trust offices of the Trustee, currently located at 101 Barclay Street, New York, New York. However, notwithstanding the provisions of Section 2.05 of the Indenture, no charge shall be made upon any registration of transfer or exchange of bonds of said series other than for any tax or taxes or other governmental charge required to be paid by the Company.

          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 Series 2008 Bonds.]

- - - - - - - - - - - - - - -

          AND WHEREAS all acts and things necessary to make the Series 2008 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, and this Supplemental Indenture provided, 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, and of the sum of One Dollar 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 $27,900,000 principal amount of Series 2008 Bonds proposed to be issued initially 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 The Bank of New York, 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.

          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 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. Series 2008 Bonds shall be issued in the aggregate principal amount of $27,900,000, shall mature on June 15, 2010 and shall be issued only as registered bonds without coupons in denominations of $5,000 and any multiple thereof. The serial numbers of the Series 2008 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. Series 2008 Bonds shall bear interest at the rate per annum borne by the MSF Bonds, until the principal thereof shall have become due and payable, specified in the title thereof, payable on each interest payment date for the MSF Bonds 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 Jackson, Michigan designated for that purpose; provided, however, in the event of an Event of Default under the MSF Trust Indenture and the acceleration of the MSF Bonds, such payments shall be payable at the corporate trust offices of the Trustee, currently located at 101 Barclay Street, New York, New York.

          Upon payment of the principal of, and premium, if any, or interest on the MSF Bonds, whether at maturity or prior to maturity by redemption or otherwise, or upon provision for payment thereof having been made in accordance with Article II of the MSF Trust Indenture, the principal of, and premium, if any, on the Series 2008 Bonds and the interest thereon then due shall, to the extent of such payment of principal, premium or interest, be deemed fully paid and the obligation of the Company thereunder to make such payment shall forthwith cease and be discharged, and, in the case of such payment of principal and premium, if any, such Series 2008 Bonds shall be surrendered for cancellation or presented for appropriate notation to the Trustee. The Trustee may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of and premium, if any, and interest on the Series 2008 Bonds, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the MSF Trust Indenture Trustee signed by one of its officers stating (i) that timely payment of principal of, or premium or interest on, the MSF Bonds has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the MSF Trust Indenture Trustee pursuant to the Loan Agreement after giving effect to any available moneys in the Bond Fund provided by the MSF Trust Indenture, and (iii) the amount of the arrearage.

          Each Series 2008 Bond is to be irrevocably assigned to, and registered in the name of the MSF Trust Indenture Trustee, to secure payment of the MSF Bonds, the proceeds of which have been provided for the refunding of certain pollution control revenue bonds that the Company has agreed to refund pursuant to the provisions of the Loan Agreement.

          Series 2008 Bonds shall not be assignable or transferable except as may be required to effect a transfer to any successor trustee under the MSF Trust Indenture, or, subject to compliance with applicable law, as may be involved in the course of the exercise of rights and remedies consequent upon an Event of Default under the MSF Trust Indenture. Any such transfer shall be transferred at the Investor Services Department of the Company, as transfer agent (hereinafter and in the Series 2008 Bonds referred to as “corporate trust office”). Series

2008 Bonds shall be exchangeable for other registered bonds of the same series, in the manner and upon the conditions prescribed in the Indenture, upon the surrender of such bonds at said corporate trust office of the transfer agent; provided, however, in the event of an Event of Default under the MSF Trust Indenture, such corporate trust office shall mean the corporate trust offices of the Trustee, currently located at 101 Barclay Street, New York, New York. However, notwithstanding the provisions of Section 2.05 of the Indenture, no charge shall be made upon any registration of transfer or exchange of bonds of said series other than for any tax or taxes or other governmental charge required to be paid by the Company.

          SECTION 2. Series 2008 Bonds shall be redeemed on the respective dates and in the respective principal amounts which correspond to the redemption dates for, and the principal amounts to be redeemed of, the MSF Bonds.

          In the event the Company elects or is required to redeem any MSF Bonds prior to maturity in accordance with the provisions of the MSF Trust Indenture, the Company may on the same date redeem the Series 2008 Bonds in principal amounts and at prices corresponding to the MSF Bonds so redeemed. In the event of an extraordinary optional redemption of any MSF Bonds, the Company agrees to give the Trustee notice of any such redemption of the Series 2008 Bonds on the same date as it gives notice of the extraordinary optional redemption of the MSF Bonds to the MSF Trust Indenture Trustee.

          Series 2008 Bonds are not redeemable by the operation of the improvement fund or the maintenance and replacement provisions of the Indenture or by the use of proceeds of released property.

          SECTION 3. In the event of an Event of Default under the MSF Trust Indenture and the acceleration of all MSF Bonds, the Series 2008 Bonds shall be redeemable in whole upon receipt by the Trustee of a written demand (hereinafter called a “Redemption Demand”) from the MSF Trust Indenture Trustee stating that there has occurred under the MSF Trust Indenture both an Event of Default and a declaration of acceleration of payment of principal, accrued interest and premium, if any, on the MSF Bonds, specifying the last date to which interest on the MSF Bonds has been paid (such date being hereinafter referred to as the “Initial Interest Accrual Date”) and demanding redemption of the Series 2008 Bonds. The Trustee shall, within five days after receiving such Redemption Demand, mail a copy thereof to the Company marked to indicate the date of its receipt by the Trustee. Promptly upon receipt by the Company of such copy of a Redemption Demand, the Company shall fix a date on which it will redeem the Series 2008 Bonds so demanded to be redeemed (hereinafter called the “Demand Redemption Date”). Notice of the date fixed as the Demand Redemption Date shall be mailed by the Company to the Trustee at least ten days prior to such Demand Redemption Date. The date to be fixed by the Company as and for the Demand Redemption Date may be any date up to and including the earlier of (x) the 60th day after receipt by the Trustee of the Redemption Demand or (y) the maturity date of the Series 2008 Bonds; provided, however, that if the Trustee shall not have received such notice fixing the Demand Redemption Date on or before the 10th day preceding the earlier of such dates, the Demand Redemption Date shall be deemed to be the earlier of such dates. The Trustee shall mail notice of the Demand Redemption Date (such notice being hereinafter called the “Demand Redemption Notice”) to the MSF Trust Indenture Trustee not more than ten nor less than five days prior to the Demand Redemption Date.

          Each of the Series 2008 Bonds shall be redeemed by the Company on the Demand Redemption Date therefor upon surrender thereof by the MSF Trust Indenture Trustee to the Trustee at a redemption price equal to the principal amount thereof plus accrued interest thereon at the rate borne by such bond from the Initial Interest Accrual Date to the Demand Redemption Date plus an amount equal to the aggregate premium, if any, due and payable on such Demand Redemption Date on all MSF Bonds; provided, however, that in the event of a receipt by the Trustee of a notice from the MSF Trust Indenture Trustee that, pursuant to Section 605 of the MSF Trust Indenture, the MSF Trust Indenture Trustee has terminated proceedings to enforce any right under the MSF Trust Indenture, then any Redemption Demand shall thereby be rescinded by the MSF Trust Indenture Trustee, and no Demand Redemption Notice shall be given, or, if already given, shall be automatically annulled; but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon.

          SECTION 4. The Company reserves the right, without any consent, vote or other action by the holder of the Series 2008 Bonds or of any subsequent series of bonds issued under the Indenture, to make such amendments to the Indenture, as supplemented, as shall be necessary in order to amend Section 17.02 to read as follows:

     SECTION 17.02. With the consent of the holders of not less than a majority in principal amount of the bonds at the time outstanding or their attorneys-in-fact duly authorized, or, if fewer than all series are affected, not less than a majority in principal amount of the bonds at the time outstanding of each series the rights of the holders of which are affected, voting together, the Company, when authorized by a resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or modifying the rights and obligations of the Company and the rights of the holders of any of the bonds and coupons; provided, however, that no such supplemental indenture shall (1) extend the maturity of any of the bonds or reduce the rate or extend the time of payment of interest thereon, or reduce the amount of the principal thereof, or reduce any premium payable on the redemption thereof, without the consent of the holder of each bond so affected, or (2) permit the creation of any lien, not otherwise permitted, prior to or on a parity with the lien of this Indenture, without the consent of the holders of all the bonds then outstanding, or (3) reduce the aforesaid percentage of the principal amount of bonds the holders of which are required to approve any such supplemental indenture, without the consent of the holders of all the bonds then outstanding. For the purposes of this Section, bonds shall be deemed to be affected by a supplemental indenture if such supplemental indenture adversely affects or diminishes the rights of holders thereof against the Company or against its property. The Trustee may in its discretion determine whether or not, in accordance with the foregoing, bonds of any particular series would be affected by any supplemental indenture and any such determination shall be conclusive upon the holders of bonds of such series and all other series. Subject to the provisions of Sections 16.02 and 16.03 hereof, the Trustee shall not be liable for any determination made in good faith in connection herewith.

     Upon the written request of the Company, accompanied by a resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of bondholders as aforesaid (the instrument or instruments evidencing such consent to be dated within one year of such request), the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture.

     It shall not be necessary for the consent of the bondholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

     The Company and the Trustee, if they so elect, and either before or after such consent has been obtained, may require the holder of any bond consenting to the execution of any such supplemental indenture to submit his bond to the Trustee or to ask such bank, banker or trust company as may be designated by