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EXHIBIT 4.16
SECOND SUPPLEMENTAL INDENTURE
between
MICHIGAN ELECTRIC TRANSMISSION COMPANY, LLC
and
JPMORGAN CHASE BANK,
as Trustee
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Dated as of December 10, 2003
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Supplementing the First Mortgage Indenture
Dated as of December 10, 2003
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SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental
Indenture"),
dated as of December 10, 2003, between MICHIGAN ELECTRIC
TRANSMISSION COMPANY,
LLC, a limited liability company organized and existing under the
laws of the
State of Michigan (the "Company"), having its principal office at
540 Avis
Drive, Suite H, Ann Arbor, Michigan 48108, and JPMORGAN CHASE BANK,
a New York
banking corporation duly organized and existing under the laws of
the State of
New York, as trustee (in such capacity, the "Trustee"), the office
of the
Trustee at which on the date hereof its corporate trust business is
administered
being 4 New York Plaza, New York, New York 10004.
RECITALS OF THE COMPANY
WHEREAS, the Company has heretofore executed and delivered to
the
Trustee a First Mortgage Indenture dated as of December 10, 2003
(the "Mortgage
Indenture") encumbering the real property as more particularly
described on
Exhibit A and Exhibit B attached hereto and providing for (i) the
issuance by
the Company from time to time of its bonds, notes or other
evidences of
indebtedness (in the Mortgage Indenture and herein called the
"Collateral
Securities") to be issued in one or more series, solely to provide
security for
the payment of the principal of and premium, if any, and interest,
if any, on
the Company's Senior Secured Debt other than the Debt Securities
(in each case
as defined in the Mortgage Indenture) and (ii) the issuance from
time to time of
Debt Securities (together with the Collateral Securities, in the
Mortgage
Indenture and herein called the "Securities"); and
WHEREAS, the Company has entered into the Credit Agreement, dated
as
of December 10, 2003 (as amended, supplemented, restated or
otherwise modified
from time to time, the "Credit Agreement"), among the Company, the
lenders from
time to time party thereto (the "Lenders") and JPMorgan Chase Bank,
as
administrative agent for the Lenders (in such capacity, together
with any of its
successors, the "Administrative Agent"); and
WHEREAS, pursuant to
the Credit Agreement, the Lenders have agreed to
make Loans (as defined below) and other extensions of credit to the
Company, and
it is a condition precedent to the obligation of the Lenders with
respect
thereto that the Company execute and deliver this Second
Supplemental Indenture
and deliver the Bond (as defined below) to the Administrative Agent
pursuant
hereto; and
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WHEREAS, the Company, in the exercise of the power and
authority
conferred upon and reserved to it under the provisions of the
Mortgage Indenture
and pursuant to appropriate resolutions, has duly determined to
make, execute
and deliver to the Trustee this Second Supplemental Indenture to
the Mortgage
Indenture as permitted by Sections 201, 301 and 1201 of the
Mortgage Indenture
to establish the form and terms of, and to provide for the creation
and issuance
of, a second series of Securities under the Mortgage Indenture in
an aggregate
principal amount equal to the principal amount of Loans and any
Reimbursement
Obligations (as defined below) from time to time outstanding under
the Credit
Agreement and to amend and supplement the Mortgage Indenture as
herein provided;
and
WHEREAS, to secure the repayment of the Obligations incurred
pursuant
to the Credit Agreement, the Company shall issue and hereby agrees
to deliver
the Bond to the Administrative Agent, for its benefit and the
ratable benefit of
the Lenders under the Credit Agreement; and
WHEREAS, all things necessary to make the Bond, when executed by
the
Company and authenticated and delivered by the Trustee or any
Authenticating
Agent and issued upon the terms and subject to the conditions
hereinafter and in
the Mortgage Indenture, set forth the valid, binding and legal
obligations of
the Company and to make this Second Supplemental Indenture a valid,
binding and
legal agreement of the Company, have been done;
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH that,
to
establish the terms of a series of Securities, and for and in
consideration of
the premises and of the covenants contained in the Mortgage
Indenture and in
this Second Supplemental Indenture and for other good and valuable
consideration
the receipt and sufficiency of which are hereby acknowledged, it is
mutually
covenanted and agreed as follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF
GENERAL APPLICATION
Section 1.01. Mortgage Indenture Definitions.
Each capitalized term that is used herein and is defined in the
Mortgage Indenture shall have the meaning specified in the Mortgage
Indenture
unless such term is otherwise defined herein; provided, however,
that any
reference to a "Section" or "Article" refers to a Section or
Article, as the
case may be, of this Second Supplemental Indenture, unless
otherwise expressly
stated.
Section 1.02. Additional Definitions.
For purposes of this Second Supplemental Indenture, except as
otherwise expressly provided or unless the context otherwise
requires, the
following capitalized terms shall have the meanings set forth
below:
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"Administrative Agent" has the meaning assigned to that term in
the
second Recital.
"Bond" has the meaning assigned to that term in Section 2.01(a)
of
this Second Supplemental Indenture.
"Closing Date" has the meaning assigned to that term in the
Credit
Agreement.
"Collateral Securities" has the meaning assigned to that term in
the
first Recital.
"Company" has the meaning assigned to that term in the
preamble.
"Credit Agreement" has the meaning assigned to that term in the
second
Recital.
"Final Maturity Date" has the meaning assigned to that term in
the
Credit Agreement.
"Interest Payment Date" has the meaning set forth in Section
2.01(d).
"Lenders" has the meaning assigned to that term in the second
Recital.
"Loans" has the meaning assigned to that term in the Credit
Agreement.
"Maturity Date" has the meaning set forth in Section 2.01(h).
"Mortgage Indenture" has the meaning assigned to that term in
the
first Recital.
"Obligations" has the meaning assigned to that term in the
Credit
Agreement.
"Reimbursement Obligations" has the meaning assigned to that term
in
the Credit Agreement.
"Second
Supplemental Indenture" has the meaning assigned to that term
in the preamble.
"Securities" has the meaning assigned to that term in the first
Recital.
"Trustee" has the meaning assigned to that term in the
preamble.
Section 1.03. Trustee Reliance.
The Trustee shall be entitled conclusively to rely on any
writing,
paper or notice purporting to be signed, sent or given by an
authorized officer
of the Administrative Agent, unless the Trustee shall have received
prior
written notice to the contrary.
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ARTICLE TWO
TITLE, FORM AND TERMS AND CONDITIONS OF THE BOND
Section 2.01. The Bond.
(a) The Securities of the series to be issued under the
Mortgage
Indenture pursuant to this Second Supplemental Indenture shall be
designated as
"Senior Secured Bonds, Collateral Series A" (the "Bond") and shall
be Collateral
Securities issued under the Mortgage Indenture. The Credit
Agreement is the
Senior Secured Debt Agreement relating to the Bond, and is attached
hereto as
Exhibit D.
(b) The Trustee shall authenticate and deliver the Bond for
original
issue on the Closing Date in an initial principal amount equal to
the principal
amount of Loans and Reimbursement Obligations outstanding on the
Closing Date,
upon a Company Order for the authentication and delivery thereof
pursuant to
Section 401 of the Mortgage Indenture. Thereafter, the unpaid
principal amount
of the Bond at any time shall be equal to the principal amount of
Loans and any
Reimbursement Obligations outstanding at such time under the Credit
Agreement.
Any borrowing or reborrowing by, or other extension of credit in
favor of, the
Company under the Credit Agreement shall be deemed to increase the
principal
amount of the Bond by the amount of such borrowing, reborrowing or
other
extension of credit, and any payment by the Company of the
principal of Loans or
any Reimbursement Obligations under the Credit Agreement shall be
deemed to
reduce the principal amount of the Bond by the amount of such
payment. To the
extent that the aggregate outstanding principal amount of the Loans
and any
Reimbursement Obligations shall be reduced or increased from time
to time
pursuant to the Credit Agreement, the Holder of the Bond shall duly
note a like
reduction or increase in the principal amount of the Bond on
Schedule I attached
to such Bond, which notation shall be conclusive in the absence of
manifest
error, and, upon any transfer of said Bond, such Schedule I shall
transfer to
the subsequently issued Bond.
(c) The principal of the Bond shall be payable by the Company in
whole
or in installments on such date or dates as the Company has any
obligations
under the Credit Agreement to repay any Loans or any Reimbursement
Obligations
to the Lenders (whether upon scheduled maturity, optional
prepayment, required
prepayment, acceleration, demand or otherwise), but not later than
the Maturity
Date. The amount of principal of the Bond due and payable by the
Company on any
such date shall equal the aggregate outstanding principal amount of
the Loans
and any Reimbursement Obligations due and payable on such date
pursuant to the
Credit Agreement. Pursuant to Section 601 of the Mortgage
Indenture, the
obligation of the Company to make any payment of the principal on
the Bond shall
be fully or partially, as the case may be, deemed to have been paid
or otherwise
satisfied and discharged to the extent that the Company has paid
the principal
then due an
