<PAGE>
EXHIBIT 4ai
ONE HUNDRED THIRD SUPPLEMENTAL INDENTURE
PROVIDING AMONG OTHER THINGS FOR
FIRST MORTGAGE BONDS,
2005-1 COLLATERAL SERIES (INTEREST BEARING)
--------------
DATED AS OF MAY 18, 2005
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CONSUMERS ENERGY COMPANY
TO
JPMORGAN CHASE BANK, N.A.
TRUSTEE
Counterpart ____ of 80
<PAGE>
THIS ONE HUNDRED THIRD SUPPLEMENTAL INDENTURE, dated as of May 18,
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, 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, JPMorgan Chase Bank
converted to a national banking association
and changed its name to JPMorgan
Chase Bank, N.A.; and
<PAGE>
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, the Company has entered into a Third Amended and
Restated
Credit Agreement dated as of May 18, 2005
(as amended or otherwise modified from
time to time, the "Credit Agreement") with
various financial institutions and
JPMorgan Chase Bank, N.A., as
administrative agent (in such capacity, the
"Agent") for the Banks (as such term is
defined in the Credit Agreement),
providing for the making of certain
financial accommodations thereunder, and
pursuant to such Credit Agreement the
Company has agreed to issue to the Agent,
as evidence of and security for the
Obligations (as such term is defined in the
Credit Agreement), a new series of bonds
under the Indenture; and
WHEREAS, for such purposes the Company desires to issue a new
series of
bonds, to be designated First Mortgage
Bonds, 2005-1 Collateral Series (Interest
Bearing), each of which
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<PAGE>
bonds shall also bear the descriptive title
"First Mortgage Bond" (hereinafter
provided for and hereinafter sometimes
referred to as the "2005-1 Collateral
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 the Termination Date (as such
term is defined in the Credit
Agreement); and
WHEREAS, each of the registered bonds without coupons of the
2005-1
Collateral Bonds and the Trustee's
Authentication Certificate thereon are to be
substantially in the following form, to
wit:
[FORM OF REGISTERED BOND
OF THE 2005-1 COLLATERAL BONDS]
[FACE]
CONSUMERS ENERGY COMPANY
FIRST MORTGAGE BOND
2005-1 COLLATERAL SERIES (INTEREST BEARING)
No. ___
$500,000,000
CONSUMERS ENERGY COMPANY, a Michigan corporation (hereinafter
called
the "Company"), for value received, hereby
promises to pay to JPMorgan Chase
Bank, N.A., as administrative agent (in
such capacity, the "Agent") for the
Banks under and as defined in the Amended
and Restated Credit Agreement dated as
of May 18, 2005 among the Company, the
Banks and the Agent (as amended or
otherwise modified from time to time, the
"Credit Agreement"), or registered
assigns, the principal sum of Five Hundred
Million Dollars ($500,000,000) or
such lesser principal amount as shall be
equal to the aggregate principal amount
of the Loans (as defined in the Credit
Agreement) and Reimbursement Obligations
(as defined in the Credit Agreement)
included in the Obligations (as defined in
the Credit Agreement) outstanding on the
Termination Date (as defined in the
Credit Agreement) (the "Maturity Date"),
but not in excess, however, of the
principal amount of this bond, and to pay
interest thereon at the Interest Rate
(as defined below) until the principal
hereof is paid or duly made available for
payment on the Maturity Date, or, in the
event of redemption of this bond, until
the redemption date, or, in the event of
default in the payment of the principal
hereof, until the Company's obligations
with respect to the payment of such
principal shall be discharged as provided
in the Indenture (as defined on the
reverse hereof). Interest on this bond
shall be payable on each Interest Payment
Date (as defined below), commencing on the
first Interest Payment Date next
succeeding May 18, 2005. If the Maturity
Date falls on a day which is not a
Business Day, as defined below, principal
and any interest and/or fees payable
with respect to the Maturity Date will be
paid on the immediately preceding
Business Day. The interest payable, and
punctually paid or duly provided for, on
any Interest Payment Date will, subject to
certain exceptions, be paid to the
person in whose name this bond (or one or
more predecessor bonds) is registered
at the close of business on the Record Date
(as defined below); provided,
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<PAGE>
however, that interest payable on the
Maturity Date will be payable to the
person to whom the principal hereof shall
be payable. Should the Company default
in the payment of interest ("Defaulted
Interest"), the Defaulted Interest shall
be paid to the person in whose name this
bond (or one or more predecessor bonds)
is registered on a subsequent record date
fixed by the Company, which subsequent
record date shall be fifteen (15) days
prior to the payment of such Defaulted
Interest. As used herein, (A) "Business
Day" shall mean any day, other than a
Saturday or Sunday, on which banks
generally are open in New York, New York for
the conduct of substantially all of their
commercial lending activities and on
which interbank wire transfers can be made
on the Fedwire system; (B) "Interest
Payment Date" shall mean each date on which
Obligations constituting interest
and/or fees are due and payable from time
to time pursuant to the Credit
Agreement; (C) "Interest Rate" shall mean a
rate of interest per annum, adjusted
as necessary, to result in an interest
payment equal to the aggregate amount of
Obligations constituting interest and fees
due under the Credit Agreement on the
applicable Interest Payment Date; and (D)
"Record Date" with respect to any
Interest Payment Date shall mean the day
(whether or not a Business Day)
immediately next preceding such Interest
Payment Date.
Payment of the principal of and interest on this bond will be made
in
immediately available funds at the office
or agency of the Company maintained
for that purpose in the City of Jackson,
Michigan, in such coin or currency of
the United States of America as at the time
of payment is legal tender for
payment of public and private debts.
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:
------------------------
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<PAGE>
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
[REVERSE]
CONSUMERS ENERGY COMPANY
FIRST MORTGAGE BOND
2005-1 COLLATERAL SERIES (INTEREST BEARING)
This bond is one of the bonds of a series designated as First
Mortgage
Bonds, 2005-1 Collateral Series (Interest
Bearing) (sometimes herein referred to
as the "2005-1 Collateral Bonds") issued
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 2005-1 Collateral Bonds are to be issued and delivered to the
Agent
in order to evidence and secure the
obligation of the Company under the Credit
Agreement to make payments to the Banks
under the Credit Agreement and to
provide the Banks the benefit of the lien
of the Indenture with respect to the
2005-1 Collateral Bonds.
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<PAGE>
The obligation of the Company to make payments with respect to
the
principal of 2005-1 Collateral Bonds shall
be fully or partially, as the case
may be, satisfied and discharged to the
extent that, at the time that any such
payment shall be due, the then due
principal of the Loans and/or the
Reimbursement Obligations included in the
Obligations shall have been fully or
partially paid. Satisfaction of any
obligation to the extent that payment is
made with respect to the Loans and/or the
Reimbursement Obligations means that
if any payment is made on the principal of
the Loans and/or the Reimbursement
Obligations, a corresponding payment
obligation with respect to the principal of
the 2005-1 Collateral Bonds shall be deemed
discharged in the same amount as the
payment with respect to the Loans and/or
the Reimbursement Obligations
discharges the outstanding obligation with
respect to such Loans and/or
Reimbursement Obligations. No such payment
of principal shall reduce the
principal amount of the 2005-1 Collateral
Bonds.
The obligation of the Company to make payments with respect to
the
interest on 2005-1 Collateral Bonds shall
be fully or partially, as the case may
be, satisfied and discharged to the extent
that, at the time that any such
payment shall be due, the then due interest
and/or fees under the Credit
Agreement shall have been fully or
partially paid. Satisfaction of any
obligation to the extent that payment is
made with respect to the interest
and/or fees under the Credit Agreement
means that if any payment is made on the
interest and/or fees under the Credit
Agreement, a corresponding payment
obligation with respect to the interest on
the 2005-1 Collateral Bonds shall be
deemed discharged in the same amount as the
payment with respect to the Loans
and/or the Reimbursement Obligations
discharges the outstanding obligation with
respect to such Loans and/or Reimbursement
Obligations.
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
interest on this bond, so far as such
payments at the time have become due, has
been fully satisfied and discharged unless
and until the Trustee shall have
received a written notice from the Agent
stating (i) that timely payment of
principal and interest on the 2005-1
Collateral Bonds has not been made, (ii)
that the Company is in arrears as to the
payments required to be made by it to
the Agent in connection with the
Obligations pursuant to the Credit Agreement,
and (iii) the amount of the arrearage.
If an Event of Default (as defined in the Credit Agreement)
with
respect to the payment of the principal of
the Loans and/or the Reimbursement
Obligations shall have occurred, it shall
be deemed to be a default for purposes
of Section 11.01 of the Indenture in the
payment of the principal of the 2005-1
Collateral Bonds equal to the amount of
such unpaid principal or Reimbursement
Obligations (but in no event in excess of
the principal amount of the 2005-1
Collateral Bonds). If an Event of Default
(as defined in the Credit Agreement)
with respect to the payment of interest on
the Loans and/or the Reimbursement
Obligations or any fees shall have
occurred, it shall be deemed to be a default
for purposes of Section 11.01 of the
Indenture in the payment of the interest on
the 2005-1 Collateral Bonds equal to the
amount of such unpaid interest or fees.
This bond is not redeemable except upon written demand of the
Agent
following the occurrence of an Event of
Default under the Credit Agreement and
the acceleration of the Obligations, as
provided in Section 9.2 of the Credit
Agreement. This bond is not redeemable
by
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<PAGE>
the operation of the improvement fund or
the maintenance and replacement
provisions of the Indenture or with the
proceeds of released property.
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 (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.
The Company reserves the right, without any consent, vote or
other
action by holders of the 2005-1 Collateral
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
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.
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 the Investor
Services Department of the Company,
as transfer agent. However,
notwithstanding
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<PAGE>
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.
The Agent shall surrender this bond to the Trustee when all of
the
principal of and interest on the Loans and
Reimbursement Obligations arising
under the Credit Agreement, and all of the
fees payable pursuant to the Credit
Agreement with respect to the Obligations
shall have been duly paid, and the
Credit Agreement shall have been
terminated.
[END OF FORM OF REGISTERED BOND
OF THE 2005-1 COLLATERAL BONDS]
- - - - - - - - - - - - - - -
AND WHEREAS all acts and things necessary to make the 2005-1
Collateral
Bonds (the "Collateral 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
$500,000,000 principal amount of the
Collateral 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, alien 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
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<PAGE>
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 a series of bonds (the
"2005-1
Interest Bearing Collateral 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 "Sample Bond").
The 2005-1 Interest Bearing Collateral
Bonds shall be issued in the aggregate
principal amount of $500,000,000, shall
mature on the Termination Date (as such
term is defined in the Credit Agreement)
and shall be issued only as registered
bonds without coupons in denominations of
$1,000 and any multiple thereof. The
serial numbers of the Collateral 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 Collateral Bonds are to be issued to
and registered in the name of the Agent
under
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<PAGE>
the Credit Agreement (as such terms are
defined in the Sample Bond) to evidence
and secure any and all Obligations (as such
term is defined in the Credit
Agreement) of the Company under the Credit
Agreement.
The 2005-1 Collateral Bonds shall bear interest as set forth in
the
Sample Bond. The principal of and the
interest on said bonds shall be payable as
set forth in the Sample Bond.
The obligation of the Company to make payments with respect to
the
principal of 2005-1 Interest Bearing
Collateral Bonds shall be fully or
partially, as the case may be, satisfied
and discharged to the extent that, at
the time that any such payment shall be
due, the then due principal of the Loans
and/or the Reimbursement Obligations
included in the the Obligations shall have
been fully or partially paid. Satisfaction
of any obligation to the extent that
payment is made with respect to the Loans
and/or the Reimbursement Obligations
means that if any payment is made on the
principal of the Loans and/or the
Reimbursement Obligations, a corresponding
payment obligation with respect to
the principal of the 2005-1 Collateral
Bonds shall be deemed discharged in the
same amount as the payment with respect to
the Loans and/or the Reimbursement
Obligations discharges the outstanding
obligation with respect to such Loans
and/or Reimbursement Obligations. No such
payment of principal shall reduce the
principal amount of the 2005-1 Collateral
Bonds.
The obligation of the Company to make payments with respect to
the
interest on 2005-1 Collateral Bonds shall
be fully or partially, as the case may
be, satisfied and discharged to the extent
that, at the time that any such
payment shall be due, the then due interest
and/or fees under the Credit
Agreement, shall have been fully or
partially paid. Satisfaction of any
obligation to the extent that payment is
made with respect to the interest
and/or fees under the Credit Agreement
means that if any payment is made on the
interest and/or fees under the Credit
Agreement, a corresponding payment
obligation with respect to the interest on
the 2005-1 Collateral Bonds shall be
deemed discharged in the same amount as the
payment with respect to the interest
and/or fees discharges the outstanding
obligation with respect to such interest
and/or fees.
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
interest on the Collateral Bonds, so far as
such payments at the time have
become due, has been fully satisfied and
discharged unless and until the Trustee
shall have received a written notice from
the Agent stating (i) that timely
payment of principal and interest on the
2005-1 Collateral Bonds has not been
made, (ii) that the Company is in arrears
as to the payments required to be made
by it to the Agent pursuant to the Credit
Agreement, and (iii) the amount of the
arrearage.
The Collateral 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 the Investor Services Department
of the Company, as transfer agent. 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.
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SECTION 2. The Collateral Bonds are not redeemable by the operation
of
the maintenance and replacement provisions
of this Indenture or with the
proceeds of released property.
SECTION 3. Upon the occurrence of an Event of Default under the
Credit
Agreement and the acceleration of the
Obligations, the Collateral Bonds shall be
redeemable in whole upon receipt by the
Trustee of a written demand from the
Agent stating that there has occurred under
the Credit Agreement both an Event
of Default and a declaration of
acceleration of the Obligations and demanding
redemption of the Collateral Bonds
(including a description of the amount of
principal, interest and fees which comprise
such Obligations). The Company
waives any right it may have to prior
notice of such redemption under the
Indenture. Upon surrender of the Collateral
Bonds by the Agent to the Trustee,
the Collateral Bonds shall be redeemed at a
redemption price equal to the
aggregate amount of the Obligations.
SECTION 4. The Company reserves the right, without any consent,
vote or
other action by the holder of the
Collateral 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
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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 ei
