EX-4.253






EXHIBIT 4-253




 





FORTY-SECOND

SUPPLEMENTAL INDENTURE

TO

INDENTURE OF MORTGAGE AND

DEED OF TRUST

DATED AS OF MARCH 1, 1944




 






AS RESTATED IN

PART II OF THE TWENTY-NINTH

SUPPLEMENTAL INDENTURE DATED AS OF JULY 15, 1989

WHICH BECAME EFFECTIVE ON APRIL 1, 1994




 






MICHIGAN CONSOLIDATED GAS COMPANY

TO

CITIBANK, N.A.,

TRUSTEE

DATED AS OF DECEMBER 1, 2008




 






CREATING AN ISSUE OF FIRST MORTGAGE BONDS,

DESIGNATED AS

2008 SERIES M COLLATERAL BONDS




 





 









 








MICHIGAN CONSOLIDATED GAS COMPANY




FORTY-SECOND SUPPLEMENTAL INDENTURE

DATED AS OF DECEMBER 1, 2008

SUPPLEMENTAL TO INDENTURE OF MORTGAGE

AND DEED OF TRUST

DATED AS OF MARCH 1, 1944

TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE
	ARTICLE I ESTABLISHMENT OF AN ISSUE OF FIRST MORTGAGE BONDS, OF THE SERIES DESIGNATED AND
DISTINGUISHED AS “2008 SERIES M BONDS”
	 	 	4	 
	 
	 	 	 	 
	SECTION 1
	 	 	4	 
	SECTION 2
	 	 	10	 
	SECTION 3
	 	 	10	 
	SECTION 4
	 	 	10	 
	SECTION 5
	 	 	11	 
	 
	 	 	 	 
	ARTICLE II ISSUE OF COLLATERAL BONDS
	 	 	11	 
	 
	 	 	 	 
	ARTICLE III THE TRUSTEE
	 	 	11	 
	 
	 	 	 	 
	ARTICLE IV RECORDING AND FILING OF SUPPLEMENTAL INDENTURE DATED AS OF JUNE 1, 2008
	 	 	11	 
	 
	 	 	 	 
	ARTICLE V MISCELLANEOUS PROVISIONS
	 	 	13	 






2









 





     THIS FORTY-SECOND SUPPLEMENTAL INDENTURE, dated as of the 1st day of December,
2008, between MICHIGAN CONSOLIDATED GAS COMPANY, a corporation duly organized and existing under
and by virtue of the laws of the State of Michigan (hereinafter called the “Company”), having its
principal place of business at One Energy Plaza, Detroit, Michigan, and CITIBANK, N.A., a national
banking association incorporated and existing under and by virtue of the laws of the United States
of America, having an office at 388 Greenwich Street in the Borough of Manhattan, the City of New
York, New York, as successor trustee (hereinafter with its predecessors as trustee called the
“Mortgage Trustee” or the “Trustee”):



     WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture of
Mortgage and Deed of Trust (the “Original Indenture”), dated as of March 1, 1944;



     WHEREAS, the Company has heretofore executed and delivered to the Trustee the Twenty-ninth
Supplemental Indenture, which became effective April 1, 1994, to provide for the modification and
restatement of the Original Indenture as previously amended (as so amended, supplemented and
modified the “Indenture”), and to secure the Company’s First Mortgage Bonds, unlimited in aggregate
principal amount except as therein otherwise provided, issued pursuant to the:


Thirtieth Supplemental Indenture, dated as of September 1, 1991;

Thirty-first Supplemental Indenture, dated as of December 15, 1991;

Thirty-second Supplemental Indenture, dated as of January 5, 1993;

Thirty-third Supplemental Indenture, dated as of May 1, 1995;

Thirty-fourth Supplemental Indenture, dated as of November 1, 1996;

Thirty-fifth Supplemental Indenture, dated as of June 18, 1998;

Thirty-sixth Supplemental Indenture, dated as of August 15, 2001;

Thirty-seventh Supplemental Indenture, dated as of February 15, 2003;

Thirty-eighth Supplemental Indenture, dated as of October 1, 2004;

Thirty-ninth Supplemental Indenture, dated as of April 1, 2008;

Fortieth Supplemental Indenture, dated as of June 1, 2008; and

Forty-first Supplemental Indenture, dated as of August 1, 2008;




     WHEREAS, at the date hereof there were outstanding First Mortgage Bonds of the Company issued
under the Indenture, of 10 series in the principal amounts set forth below (including Collateral
Bonds):



	 	 	 	 	 	 	 	 	 
	 	 	Amount	 	Amount
	Designation of Series	 	Initially Issued	 	Outstanding
	First Mortgage Bonds
	 	 	 	 	 	 	 	 
	(Secured Term Notes, Series B)
	 	 	 	 	 	 	 	 
	81/4% Series due 2014
	 	$	80,000,000	 	 	$	80,000,000	 
	 
	 	 	 	 	 	 	 	 
	First Mortgage Bonds
	 	 	 	 	 	 	 	 
	(Secured Medium-Term Notes,
Series B)
	 	 	 	 	 	 	 	 
	7.06% Series due 2012
	 	$	40,000,000	 	 	$	40,000,000	 
	 
	 	 	 	 	 	 	 	 
	Collateral Bonds
	 	 	 	 	 	 	 	 






3









 






	 	 	 	 	 	 	 	 	 
	 	 	Amount	 	Amount
	Designation of Series	 	Initially Issued	 	Outstanding
	 
	 	 	 	 	 	 	 	 
	(Senior Notes)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	5.70% Collateral Bonds due 2033
	 	$	200,000,000	 	 	$	200,000,000	 
	2004 Series E Collateral Bonds
	 	$	120,000,000	 	 	$	120,000,000	 
	2008 Series A Collateral Bonds
	 	$	60,000,000	 	 	$	60,000,000	 
	2008 Series B Collateral Bonds
	 	$	100,000,000	 	 	$	100,000,000	 
	2008 Series C Collateral Bonds
	 	$	25,000,000	 	 	$	25,000,000	 
	2008 Series F Collateral Bonds
	 	$	75,000,000	 	 	$	75,000,000	 
	2008 Series H Collateral Bonds
	 	$	140,000,000	 	 	$	140,000,000	 
	2008 Series I Collateral Bonds
	 	$	50,000,000	 	 	$	50,000,000	 






     WHEREAS, the Company desires in and by this Supplemental Indenture to establish an issue of
bonds to be issued under the Indenture of the series established under the Thirty-fifth
Supplemental Indenture, to designate the terms thereof, to specify the particulars necessary to
describe and define the same and to specify such other provisions and agreements in respect thereof
as are in the Indenture provided or permitted; and



     WHEREAS, all the conditions and requirements necessary to make this Supplemental Indenture,
when duly executed and delivered, a valid, binding and legal instrument in accordance with its
terms and for the purposes herein expressed, have been done, performed and fulfilled, and the
execution and delivery of this Supplemental Indenture in the form and with the terms hereof have
been in all respects duly authorized;



     NOW, THEREFORE, in consideration of the premises and in further consideration of the sum of
One Dollar in lawful money of the United States of America paid to the Company by the Trustee at or
before the execution and delivery of this Forty-second Supplemental Indenture, the receipt whereof
is hereby acknowledged, and of other good and valuable consideration, it is agreed by and between
the Company and the Trustee as follows:



ARTICLE I

ESTABLISHMENT OF AN ISSUE OF

FIRST MORTGAGE BONDS, OF THE SERIES

DESIGNATED AND DISTINGUISHED AS “COLLATERAL BONDS”




     SECTION 1. There is hereby established an issue of bonds to be issued under and secured by the
Indenture, to be known as “First Mortgage Bonds,” designated and distinguished as “Collateral
Bonds” of the Company (herein collectively sometimes called the “Collateral Bonds”) of the series
established under the Thirty-fifth Supplemental Indenture. The Collateral Bonds may be issued
without limitation as to aggregate principal amount except as provided in the Indenture (including
the Thirty-fifth Supplemental Indenture) and in this Supplemental Indenture. The Collateral Bonds
shall be registered bonds without coupons and shall be dated as of the date of the authentication
thereof by the Mortgage Trustee.



4









 





     A separate issue of Collateral Bonds, designated “2008 Series M Collateral Bonds,” (the
“Series M Bonds”) is being issued by the Company hereunder contemporaneously with the issuance of a
separate series of senior debt securities of the Company designated as the Company’s “Floating Rate
Senior Notes, 2008 Series M due 2009” (the “Series M Notes”) and is being issued and assigned and
delivered to Citibank, N.A., as trustee (in such capacity, together with any successor trustee(s),
the “Senior Trustee”) under the Indenture, dated as of June 1, 1998, as amended, supplemented and
modified, governing such senior debt securities (as so amended, supplemented and modified, the
“Senior Indenture”), in such capacity, as collateral for the benefit of the holders of the Series M
Notes. The series of such senior debt securities collateralized by the Series M Bonds issued
hereunder shall be referred to as the “Series M Notes” with respect to such Series M Bonds.



     The issue of the Series M Bonds established hereby shall bear interest at such rate or rates
and be payable on such date or dates, shall mature and be subject to mandatory redemption on such
date or dates and shall have such other terms and provisions not inconsistent with the Indenture as
are set forth in the form of Series M Bonds, and the form of Trustee’s Certificate to be endorsed
on such bonds, as are set forth substantially in the following forms respectively (herein sometimes
called the “Series M Bond Form”):



			
	 	 	 
	No. R-1
	 	Principal Amount






$20,000,000




MICHIGAN CONSOLIDATED GAS COMPANY

FIRST MORTGAGE BONDS, 2008 SERIES M COLLATERAL BONDS

being a series of

FIRST MORTGAGE BONDS




ORIGINAL ISSUE DATE: DECEMBER 18, 2008




MATURITY DATE: SEPTEMBER 18, 2009



THE FIRST MORTGAGE BONDS, 2008 SERIES M COLLATERAL BONDS (HEREINAFTER, “SERIES M BONDS”),
REPRESENTED BY THIS CERTIFICATE ARE BEING ISSUED AND DELIVERED BY THE COMPANY TO CITIBANK, N.A., AS
TRUSTEE (IN SUCH CAPACITY, THE “SENIOR TRUSTEE”) UNDER AN INDENTURE, DATED AS OF JUNE 1, 1998,
BETWEEN THE COMPANY AND THE SENIOR TRUSTEE, AS AMENDED, SUPPLEMENTED AND MODIFIED FROM TIME TO TIME
AND AS SUPPLEMENTED BY THE SUPPLEMENTAL INDENTURE THERETO DATED AS OF DECEMBER 1, 2008 (THE “NOTE
INDENTURE”) (AS SO AMENDED, SUPPLEMENTED AND MODIFIED, THE “SENIOR INDENTURE”). THE SERIES M BONDS
ARE TO BE HELD IN TRUST AS COLLATERAL FOR THE BENEFIT OF THE HOLDERS OF $20,000,000 AGGREGATE
PRINCIPAL AMOUNT OF FLOATING RATE SENIOR NOTES, 2008 SERIES M DUE 2009 (THE “SERIES M NOTES”)
ISSUED PURSUANT TO THE SENIOR INDENTURE. THE SERIES M NOTES ARE THE “RELATED NOTES” WITH RESPECT
TO THE SERIES M BONDS WITHIN THE MEANING OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.




5









 







THE SERIES M BONDS MAY NOT BE SOLD OR OTHERWISE TRANSFERRED (EXCEPT TO A SUCCESSOR TRUSTEE UNDER
THE SENIOR 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 SENIOR
INDENTURE) UNTIL THE EARLIER OF THE RELEASE DATE (AS DEFINED BELOW) OR THE PRIOR RETIREMENT OF THE
RELATED NOTES THROUGH REDEMPTION, REPURCHASE OR OTHERWISE.



THE INTEREST RATE ON THE SERIES M BONDS SHALL AT ALL TIMES BE IDENTICAL TO THAT OF, AND SHALL BE
ESTABLISHED IN THE MANNER SET FORTH IN, THE SERIES M NOTES.



THE INTEREST PAYMENT DATES IN RESPECT OF THE SERIES M BONDS SHALL AT ALL TIMES BE IDENTICAL TO
THOSE OF, AND SHALL BE ESTABLISHED IN THE MANNER SET FORTH IN, THE SERIES M NOTES.



THE COMPANY SHALL MAKE PAYMENTS OF THE PRINCIPAL OF, AND LIBOR BREAKAGE AMOUNT (AS DEFINED IN THE
SENIOR INDENTURE), IF ANY, AND INTEREST ON, THE SERIES M BONDS, TO THE SENIOR TRUSTEE, WHICH
PAYMENTS SHALL BE APPLIED BY THE SENIOR TRUSTEE TO THE SATISFACTION OF OBLIGATIONS ON THE SERIES M
NOTES.



IN ADDITION TO THE PAYMENT OF PRINCIPAL AND INTEREST ON THE SERIES M BONDS IN THE EVENT ANY LIBOR
BREAKAGE AMOUNT (AS DEFINED IN THE SENIOR INDENTURE) SHALL BE REQUIRED TO BE PAID BY THE COMPANY ON
THE SENIOR NOTES, THERE SHALL BE DUE AND PAYABLE ON THE SERIES M BONDS AN ADDITIONAL AMOUNT EQUAL
TO SUCH LIBOR BREAKAGE AMOUNT WHICH SHALL BE PAID BY THE COMPANY IN THE AMOUNTS AND ON THE DATES
REQUIRED FOR THE PAYMENT OF ANY SUCH AMOUNTS UNDER THE SENIOR INDENTURE.



THE MATURITY DATE SPECIFIED ABOVE IS ALSO THE MATURITY DATE OF THE SERIES M NOTES.




     MICHIGAN CONSOLIDATED GAS COMPANY (hereinafter called the “Company”), a corporation of the
State of Michigan, for value received, hereby promises to pay to CITIBANK, N.A., as trustee for the
benefit of the holders of the Series M Notes, or registered assigns (in such capacity, the “Senior
Trustee”), the sum of Twenty million Dollars ($20,000,000) on the Maturity Date specified above, at
the corporate trust office of the Mortgage Trustee hereinafter named in the Borough of Manhattan,
the City of New York, New York, or at the principal office of any successor in trust, in lawful
money of the United States of America, and to pay interest thereon at the Interest Rate(s) from
time to time specified in or determined pursuant to the Series M Notes, in like lawful money
payable at the office or agency of the Company in the Borough of Manhattan, the City of New York,
New York on such interest payment date(s) and on the Maturity Date (each an “Interest Payment
Date”) as provided in the Series M Notes, from the Original Issue Date specified above or from the
most recent Interest Payment Date to which interest has been paid, commencing on January 18, 2009,
until the Company’s obligation with respect to the payment of such principal sum shall be
discharged as provided in the Indenture hereinafter mentioned and the Senior Indenture. If the
date of the Series M Bonds represented by this certificate is after a Record Date (as defined
below) with respect to any Interest Payment Date and prior to such Interest Payment Date, then
payment of interest shall commence on the second Interest Payment



6









 







Date succeeding such date. If the Company shall default in the payment of interest due on any
Interest Payment Date, then interest shall be payable from the next preceding Interest Payment Date
to which interest has been paid, or, if no such interest has been paid on the Series M Bonds
represented by this certificate, from the Original Issue Date. So long as there is no existing
default in the payment of interest, the person in whose name the Series M Bonds represented by this
certificate were registered at the close of business on the relevant Record Date with respect to an
Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment
Date, except that if the Company shall default in the payment of interest due on such Interest
Payment Date, such defaulted interest shall be paid to the person in whose name the Series M Bonds
represented by this Certificate are registered on the Record Date for the Interest Payment Date
fixed by the Company for the payment of such defaulted interest, provided that in no case shall
such Record Date be less than ten days after notice thereof shall have been mailed to all
registered holders of Series M Bonds. The term “Record Date” as used herein with respect to any
Interest Payment Date otherwise shall mean the fifteenth calendar day (whether or not a Business
Day) prior to such Interest Payment Date.



     “Business Day” means any day other than a day on which banking institutions in the State of
New York or the State of Michigan are authorized or obligated pursuant to law or executive order to
close. In the event that any Interest Payment Date, redemption date or maturity date is not a
Business Day, then the required payment of principal, LIBOR Breakage Amount, if any, and interest
will be made on the next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay).



     The bonds represented by this certificate, of the series hereinafter specified, are bonds of
the Company (herein called the “bonds”) known as its “First Mortgage Bonds,” issued and to be
issued in one or more series under, and all equally and ratably secured by, an Indenture of
Mortgage and Deed of Trust dated as of March 1, 1944, duly executed by the Company to Citibank,
N.A., successor trustee (“Mortgage Trustee”) as restated in Part II of the Twenty-ninth
Supplemental Indenture dated as of July 15, 1989, which became effective on April 1, 1994, to which
indenture and all indentures supplemental thereto executed on and after July 15, 1989 reference is
hereby made for a description of the property mortgaged and pledged, the nature and extent of the
security, the terms and conditions upon which the bonds are, and are to be, issued and secured, and
the rights of the holders of the bonds and of the Mortgage Trustee in respect of such security
(which indenture and all indentures supplemental thereto, including the Forty-second Supplemental
Indenture dated as of December 1, 2008, are hereinafter collectively called the “Indenture”). As
provided in the Indenture, the bonds may be for various principal sums and are issuable in series,
which may mature at different times, may bear interest at different rates and may otherwise vary as
therein provided. The bonds represented by this certificate are part of a Series designated
“Collateral Bonds,” herein called Collateral Bonds, created by the Thirty-fifth Supplemental
Indenture, dated as of June 18, 1998, as supplemented by the Forty-second Supplemental Indenture
dated as of December 1, 2008, as provided for in the Indenture.



     With the consent of the Company and to the extent permitted by and as provided in the
Indenture and the Senior Indenture, the rights and obligations of the Company and/or the rights of
the holders of the Series M Bonds and/or the terms and provisions of the Indenture may be modified
or altered by such affirmative vote or votes of the holders of the Series M Notes then outstanding
as are specified in the Senior Indenture.



7









 





     The Series M Bonds shall be redeemed upon demand of the Senior Trustee as provided in Section
6.2 of the Senior Indenture with respect to the Series M Notes.



     In case an Event of Default as defined in the Indenture or the Senior Indenture shall occur,
the principal of the Series M Bonds may become or be declared due and payable in the manner, with
the effect, and subject to the conditions provided in the Indenture and the Senior Indenture.



     The Senior Trustee has agreed pursuant to the Senior Indenture to hold the Series M Bonds as
collateral for the benefit of the holders of the Series N Notes under all circumstances and not to
transfer (except to a successor trustee or, subject to compliance with applicable law, as may be
involved in the course of exercise of rights and remedies consequent upon an Event of Default under
the Senior Indenture) such Series M Bonds until the earlier of the Release Date or the prior
retirement of the Series M Notes through payment, redemption, repurchase or otherwise. “Release
Date” means the date on which all First Mortgage Bonds of the Company issued and outstanding under
the Indenture, other than the Collateral Bonds, have been retired (at, before or after the maturity
thereof) through payment, redemption or otherwise provided that no default or event of default has
occurred and, at such time, is continuing under the Senior Indenture. On the Release Date, the
Senior Trustee shall deliver to the Company for cancellation all Series M Bonds, and the Company
shall cause the Senior Trustee to provide notice to all holders of Series M Notes of the occurrence
of the Release Date. As a result, on the Release Date, the Series M Bonds shall cease to secure
the Series M Notes and the Series M Notes instead will be secured by substituted Collateral Bonds.
Following the Release Date, the Company shall cause the Indenture to be closed, and the Company
shall not issue any additional Collateral Bonds thereunder. From and after the Release Date, the
Company’s obligations in respect of the Series M Bonds shall be satisfied and discharged.



     No recourse shall be had for the payment of the principal of, LIBOR Breakage Amount, if any,
or the interest on, the Series M Bonds, or for any claim based hereon or otherwise in respect of
the Series M Bonds or the Indenture, the Senior Indenture or any indenture supplemental to either
thereof, against any incorporator, stockholder, director or officer, past, present or future, of
the Company, as such, or any predecessor or successor corporation, either directly or through the
Company or any such predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such
liability, whether at common law, in equity, by any constitution, statute or otherwise, of
incorporators, stockholders, directors or officers being waived and released by the owner hereof
and every owner of any Series M Note by the acceptance of the Series M Bonds or such Series M Note,
as the case may be, and as part of the consideration for the issue thereof, and being likewise
waived and released pursuant to the Indenture and the Senior Indenture.



     This bond shall not be valid or become obligatory for any purpose unless and until the
certificate of authentication hereon shall have been manually executed by the Mortgage Trustee or
its successor in trust under the Indenture.



     IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this certificate to be
executed under its name with the signature of its duly authorized Officer, under its corporate
seal, which may be a facsimile, attested with the signature of its Corporate Secretary.



Dated:




8









 








	 	 	 	 	 
	 	MICHIGAN CONSOLIDATED GAS COMPANY	 
	 	 	 
	 	By:  	
 	 
	 	 	N.A. Khouri 	 
	 	 	Vice President and Treasurer 	 



Attest:




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Sandra Kay Ennis
	 	 
	 

	 	Corporate Secretary	 	 






     The bonds represented by this certificate constitute Collateral Bonds of the series designated
and described in the within-mentioned Indenture.



	 	 	 	 	 
	 	CITIBANK, N.A., as Mortgage Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 



[End of Bond Form]





     So long as there is no existing default in the payment of interest on the Series M Bonds, all
Series M Bonds authenticated by the Trustee after the Record Date specified for any Interest
Payment Date, and prior to such Interest Payment Date (unless the issue date hereinafter specified
is after such Record Date) shall be dated the date of authentication, but shall bear interest from
such Interest Payment Date, and the person in whose name any Series M Bonds is registered at the
close of business on any Record Date with respect to any Interest Payment Date shall be entitled to
receive the interest payable on such Interest Payment Date notwithstanding any transfer or exchange
of such Series M Bonds subsequent to the Record Date and on or prior to such Interest Payment Date,
except if and to the extent the Company shall default in the payment of the interest due on such
Interest Payment Date, in which case such defaulted interest shall be paid to the person in whose
name such Series M Bonds is registered on the Record Date for the special Interest Payment Date
fixed by the Company for the payment of such defaulted interest, provided that in no case shall
such Record Date be less than ten days after notice thereof shall have been mailed to all
registered holders of Series M Bonds; and provided that interest payable on a maturity date shall
be payable to the person to whom the principal thereof is payable. If the issue date of any Series
M Bonds is after such Record Date, such Series M Bonds shall bear interest from the issue date but
payment of interest shall commence on the second Interest Payment Date next succeeding the issue
date. Any notice which is mailed as herein provided shall be conclusively presumed to have been
properly and sufficiently given on the date of such mailing, whether or not the holder receives
notice.



9









 





     The terms “Interest Payment Date”, “Record Date” and “Business Day” as used herein are defined
in the Series M Bond Form.



     The term “issue date” as used herein with respect to the issue of Series M Bonds established
hereby shall mean the date of first authentication of such Series M Bonds.



     As used in this Section 1, the term “default in the payment of interest” means failure to pay
interest on the applicable Interest Payment Date disregarding any period of grace permitted by
Section 9.01 of the Indenture.



     The Company shall make payments of the principal of, and LIBOR Breakage Amount or interest on,
the Series M Bonds to the Senior Trustee, which payments shall be applied by the Senior Trustee in
satisfaction of obligations on the Series M Notes in respect of such Series M Bonds.



     SECTION 2. The issue of Series M Bonds established hereby shall be redeemed if and to the
extent the Series M Notes have been declared due and payable upon the occurrence and continuation
of an Event of Default and upon demand of the Senior Trustee, as provided in the Senior Indenture
and in such Series M Notes. The redemption price in respect of any Series M Bonds shall be the
principal amount due and payable on the Series M Notes together with the LIBOR Breakage Amount, if
any, and interest thereon. Any payment made by the Company on the Series M Notes (whether for
principal, LIBOR Breakage Amount, if any, or interest) shall be applied by the Senior Trustee as
payment of the corresponding amount due in respect of the Series M Bonds.



     SECTION 3. The Series M Bonds shall be registered bonds without coupons. The Mortgage Trustee
shall be the registrar and paying agent for the Series M Bonds, which duties it hereby accepts.
Series M Bonds may be issued in the denomination of $1,000 or any integral multiple thereof.



     SECTION 4. As further provided in the Series M Bond Form, the Series M Bonds shall not be
assignable or transferable except as may be set forth under Article IV of the Senior 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 Senior Indenture. Subject to the
foregoing, the Series M Bonds shall be exchangeable upon surrender thereof at the corporate trust
office of the Trustee in the Borough of Manhattan, the City of New York, New York, for registered
bonds of the same aggregate principal amount and other terms, but of different authorized
denomination or denominations, such exchanges to be made without service charge (except for any
stamp tax or other governmental charge).



     Every bond so surrendered shall be accompanied by a proper transfer power duly executed by the
registered owner or by duly authorized attorney transferring such bond to the Company, and the
signature to such transfer power shall be guaranteed to the satisfaction of the Trustee. All bonds
so surrendered shall be forthwith canceled and delivered to or upon the order of the Company. All
bonds executed, authenticated and delivered in exchange for bonds so surrendered shall be valid
obligations of the Company, evidencing the same debt as the bonds surrendered, and shall be secured
by the same lien and be entitled to the same benefits and protection as the bonds in exchange for
which they are executed, authenticated and delivered.



10









 





     The Company shall not be required to make any such exchange or any registration of transfer
(1) during a period of fifteen days next preceding any Interest Payment Date, but only if there is
an existing default in the payment of interest on the Series M Bonds on which such payment is due
or (2) after the bond so presented for exchange or registration of transfer, or any portion
thereof, has been called for redemption and notice thereof given to the registered owner.



     SECTION 5. Pending the preparation of definitive Series M Bonds, the Company may from time to
time execute, and upon its written order, the Trustee shall authenticate and deliver, in lieu of
such definitive bonds and subject to the same provisions, limitations and conditions, one or more
temporary bonds, in registered form, of any denomination specified in the written order of the
Company for the authentication and delivery thereof, and with such omissions, insertions and
variations as may be determined by the Board of Directors of the Company. Such temporary bonds
shall be substantially of the tenor of the bonds to be issued as herein before recited.



     If any such temporary Series M Bonds shall at any time be so authenticated and delivered in
lieu of definitive bonds, the Company shall upon request at its own expense prepare, execute and
deliver to the Trustee and thereupon, upon the presentation and surrender of temporary bonds, the
Trustee shall authenticate and deliver in exchange therefor, without charge to the holder,
definitive bonds of the same series and other terms, if any, and for the same principal sum in the
aggregate as the temporary bonds surrendered. All temporary bonds so surrendered shall be
forthwith canceled by the Trustee and delivered to or upon the order of the Company. Until
exchanged for definitive bonds the temporary bonds shall in all respects be entitled to the lien
and security of the Indenture and all supplemental indentures.



ARTICLE II

ISSUE OF COLLATERAL BONDS




     The Series M Bonds in the aggregate principal amount of $20,000,000 in respect of the Series M
Notes may be executed, authenticated and delivered from time to time as permitted by the provisions
of the Indenture, including with respect to exchange and replacement of bonds.



ARTICLE III

THE TRUSTEE




     The Trustee shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company,
or for or in respect of the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company.



     Except as herein otherwise provided, no duties, responsibilities or liabilities are assumed,
or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture other
than as set forth in the Indenture and this Supplemental Indenture is executed and accepted on
behalf of the Trustee, subject to all the terms and conditions set forth in the Indenture, as fully
to all intents as if the same were herein set forth at length.



ARTICLE IV

RECORDING AND FILING OF SUPPLEMENTAL INDENTURE

DATED AS OF AUGUST 1, 2008




11









 








     Pursuant to the terms and provisions of the Original Indenture, a Supplemental Indenture dated
as of August 1, 2008 providing for the terms of Collateral Bonds to be issued thereunder designated
as 2008 Series H Collateral Bonds and 2008 Series I Collateral Bonds has heretofore been entered
into between the Company and the Trustee and has been filed in the Office of the Secretary of State
of Michigan as a financing statement on August 20, 2008 (Filing No. 2008131442-2) and has been
recorded as a real estate mortgage in the offices of the respective Register of Deeds of certain
counties in the State of Michigan, as follows:



	 	 	 	 	 	 	 
	 	 	 	 	Liber/	 	 
	County	 	Recorded	 	Instrument no.	 	Page
	Alcona
	 	8/20/08	 	455	 	52
	Alger
	 	8/20/08	 	200801775	 	N/A
	Alpena
	 	8/20/08	 	467	 	59
	Antrim
	 	8/20/08	 	783	 	1471
	Arenac
	 	8/20/08	 	535	 	840
	Barry
	 	8/20/08	 	20080820-0008410	 	N/A
	Benzie
	 	8/20/08	 	2008R-04247	 	N/A
	Charlevoix
	 	8/20/08	 	859	 	112
	Cheboygan
	 	8/20/08	 	1105	 	371
	Chippewa
	 	8/20/08	 	1056	 	838
	Clare
	 	8/20/08	 	1086	 	866
	Clinton
	 	8/20/08	 	5134496	 	N/A
	Crawford
	 	8/20/08	 	692	 	739
	Delta
	 	8/20/08	 	925	 	614
	Dickinson
	 	8/20/08	 	659	 	409
	Emmet
	 	8/21/08	 	1105	 	338
	Gladwin
	 	8/20/08	 	873	 	284
	Grand Traverse
	 	8/20/08	 	2008R-14712	 	N/A
	Gratiot
	 	8/20/08	 	854	 	160
	Ionia
	 	8/20/08	 	609	 	2533
	Iosco
	 	8/20/08	 	957	 	439
	Iron
	 	8/20/08	 	520	 	313
	Isabella
	 	8/20/08	 	1448	 	810
	Jackson
	 	8/20/08	 	1905	 	612
	Kalkaska
	 	8/20/08	 	3086889	 	N/A
	Kent
	 	8/20/08	 	20080820-0076463	 	N/A
	Lake
	 	8/20/08	 	328	 	125
	Leelanau
	 	8/20/08	 	985	 	839
	Lenawee
	 	8/20/08	 	2370	 	582
	Livingston
	 	8/20/08	 	2008R-024563	 	N/A
	Macomb
	 	8/25/08	 	19462	 	721
	Manistee
	 	8/20/08	 	2008R005106	 	N/A
	Marquette
	 	8/20/08	 	2008R-09124	 	N/A
	Mason
	 	8/20/08	 	2008R04532	 	N/A
	Mecosta
	 	8/20/08	 	779	 	1645
	Menominee
	 	8/21/08	 	640	 	62
	Missaukee
	 	8/20/08	 	2008-02871	 	N/A
	Monroe
	 	8/20/08	 	2008R15899	 	N/A
	Montcalm
	 	8/20/08	 	1416	 	5






12









 






	 	 	 	 	 	 	 
	 	 	 	 	Liber/	 	 
	County	 	Recorded	 	Instrument no.	 	Page
	Montmorency
	 	8/20/08	 	303	 	391
	Muskegon
	 	8/20/08	 	3788	 	884
	Newaygo
	 	8/20/08	 	432	 	2917
	Oakland
	 	8/22/08	 	40545	 	822
	Oceana
	 	8/21/08	 	GR 2008	 	17094
	Ogemaw
	 	8/20/08	 	3081344	 	N/A
	Osceola
	 	8/20/08	 	864	 	406
	Oscoda
	 	8/20/08	 	208-02218	 	N/A
	Otsego
	 	8/20/08	 	1179	 	196
	Ottawa
	 	8/20/08	 	5706	 	472
	Presque Isle
	 	8/20/08	 	466	 	474
	Roscommon
	 	8/20/08	 	1074	 	2652
	St. Clair
	 	8/20/08	 	3870	 	981
	Saginaw
	 	8/20/08	 	2504	 	2450
	Shiawassee
	 	8/20/08	 	1125	 	0871
	Washtenaw
	 	9/25/08	 	4700	 	295
	Wayne
	 	8/20/08	 	47425	 	515
	Wexford
	 	8/20/08	 	613	 	2822






ARTICLE V

MISCELLANEOUS PROVISIONS




     Except insofar as herein otherwise expressly provided, all the provisions, terms and
conditions of the Indenture shall be deemed to be incorporated in, and made a part of, this
Forty-second Supplemental Indenture, and the Twenty-ninth Supplemental Indenture dated as of July
15, 1989, as supplemented by the Thirtieth Supplemental Indenture dated as of September 1, 1991, by
the Thirty-first Supplemental Indenture dated as of December 15, 1991, by the Thirty-second
Supplemental Indenture dated as of January 5, 1993, by the Thirty-third Supplemental Indenture
dated as of May 1, 1995, by the Thirty-fourth Supplemental Indenture dated as of November 1, 1996,
by the Thirty-fifth Supplemental Indenture dated as of June 18, 1998, by the Thirty-sixth
Supplemental Indenture dated as of August 15, 2001, by the Thirty-seventh Supplemental Indenture
dated as of February 15, 2003, by the Thirty-eighth Supplemental Indenture dated as of October 1,
2004, by the Thirty-ninth Supplemental Indenture dated as of April 1, 2008, by the Fortieth
Supplemental Indenture dated as of June 1, 2008, by the Forty-first Supplemental Indenture dated as
of August 1, 2008 and by this Supplemental Indenture is in all respects ratified and confirmed; and
the Indenture and said Supplemental Indentures shall be read, taken and construed as one and the
same instrument.



     Except to the extent specifically provided therein, no provision of this Supplemental
Indenture or any future supplemental indenture is intended to modify, and the parties do hereby
adopt and confirm, the provisions of Section 318(c) of the Trust Indenture Act, which amend and
supersede provisions of the Indenture in effect prior to November 15, 1990.



     Nothing in this Supplemental Indenture is intended, or shall be construed, to give to any
person or corporation, other than the parties hereto and the holders of Collateral Bonds issued and
to be issued under and secured by the Indenture, any legal or equitable right, remedy or claim
under or in respect of this Supplemental Indenture, or under any covenant, condition or



13









 







provision herein contained, all the covenants, conditions and provisions of this Supplemental Indenture being intended to be, and being, for the sole and exclusive benefit of the parties
hereto and of the holders of bonds issued and to be issued under the Indenture and secured thereby.



     All covenants, promises and agreements in this Supplemental Indenture contained by or on
behalf of the Company shall bind its successors and assigns whether so expressed or not.



     This Supplemental Indenture may be executed in any number of counterparts, and each of such
counterparts when so executed shall be deemed to be an original; but all such counterparts shall
together constitute but one and the same instrument.



14









 





     IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this Supplemental Indenture
to be executed by its duly authorized Officer, and its corporate seal to be hereunto affixed, and
Citibank, N.A., as Mortgage Trustee as aforesaid, has caused the same to be executed by one of its
authorized signatories and its corporate seal to be hereunto affixed, on the respective dates of
their acknowledgments hereinafter set forth, as of the date and year first above written.



MICHIGAN CONSOLIDATED GAS COMPANY




	 	 	 	 	 
	By:

	 	/s/ Edward Solomon
 

Edward Solomon
	 	 
	 

	 	Assistant Treasurer	 	 






Signed, sealed, acknowledged and

delivered by MICHIGAN CONSOLIDATED

GAS COMPANY in the presence of:




	 	 	 
	/s/ Anthony G. Morrow
 

Anthony G. Morrow

	 	 
	 
	 	 
	/s/ Timothy J. Maloche
 

Timothy J. Maloche

	 	 






	 	 	 	 	 
	State of Michigan

	 	}	 	 
	 

	 	}
	 	ss.
	County of Wayne

	 	}	 	 






     The foregoing instrument was acknowledged before me this 12th day of December,
2008, by Edward Solomon, as Assistant Treasurer, of Michigan Consolidated Gas Company, a Michigan
corporation, on behalf of the corporation.



	 	 	 
	/s/ Stephanie V. Washio
 

Stephanie V. Washio

	 	 
	Notary Public, Wayne County, MI
	 	 
	Acting in Wayne County, MI
	 	 
	My Commission Expires: May 18, 2012
	 	 






15









 






CITIBANK, N.A., as Mortgage Trustee




	 	 	 	 	 
	By:

	 	/s/ Wafaa Orfy
 

Wafaa Orfy
	 	 
	 

	 	Vice President	 	 






Signed, sealed, acknowledged and

delivered by CITIBANK, N.A.

in the presence of:




	 	 	 
	/s/ John Hannon
 

Name: John Hannon

            Vice President

	 	 






	 	 	 
	/s/ Louis Piscitelli
 

Name: Louis Piscitelli

            Vice President

	 	 






	 	 	 	 	 
	State of New York

	 	}	 	 
	 

	 	}
	 	ss.
	County of New York

	 	}	 	 






     The foregoing instrument was acknowledged before me this 15th day of December,
2008, by Wafaa Orfy, as Vice President of Citibank, N.A., a national banking association, on behalf
of the association, as Trustee, as in said instrument described.



	 	 	 
	/s/ Zenaida Santiago
 

Notary Public, State of New York

	 	 
	No. 01SA6152564
	 	 
	Qualified in Kings County
	 	 
	Acting in New York County
	 	 
	Commission Expires: 9-18-2010
	 	 






16









 






This instrument was drafted by:




Timothy J. Maloche

One Energy Plaza, 688WCB

Detroit, MI 48226




When recorded return to:




Stephanie V. Washio

One Energy Plaza, 688WCB

Detroit, MI 48226





17