EX-4.2








Exhibit 4.2




SEVENTEENTH SUPPLEMENTAL INDENTURE

dated as of December 13, 2004




____________________




This Seventeenth Supplemental Indenture, dated as of the 13th day of December, 2004 between
CMS Energy Corporation, a corporation duly organized and existing under the laws of the State of
Michigan (hereinafter called the “Issuer") and having its principal office at One Energy Plaza,
Jackson, Michigan 49201, and J.P. Morgan Trust Company, N.A., a national banking association
(hereinafter called the “Trustee") and having its Corporate Trust Office at 227 West Monroe St.,
26th Floor, Chicago, IL 60606.



WITNESSETH:




WHEREAS, the Issuer and the Trustee (successor to NBD Bank, National Association) entered into
an Indenture, dated as of September 15, 1992 (the “Original Indenture"), pursuant to which one or
more series of debt securities of the Issuer (the “Securities") may be issued from time to time;
and



WHEREAS, Section 2.3 of the Original Indenture permits the terms of any series of Securities
to be established in an indenture supplemental to the Original Indenture; and



WHEREAS, Section 8.1(e) of the Original Indenture provides that a supplemental indenture may
be entered into by the Issuer and the Trustee without the consent of any Holders (as defined in the
Original Indenture) of the Securities to establish the form and terms of the Securities of any
series; and



WHEREAS, the Issuer has requested the Trustee to join with it in the execution and delivery of
this Seventeenth Supplemental Indenture in order to supplement and amend the Original Indenture by,
among other things, establishing the form and terms of a series of Securities to be known as the
Issuer’s “2.875% Convertible Senior Notes due 2024” (the “2024 Notes"), providing for the issuance
of the 2024 Notes and amending and adding certain provisions thereof for the benefit of the Holders
of the 2024 Notes; and



WHEREAS, the Issuer and the Trustee desire to enter into this Seventeenth Supplemental
Indenture for the purposes set forth in Sections 2.3 and 8.1(e) of the Original Indenture as
referred to above; and



WHEREAS, the Issuer has furnished the Trustee with a copy of the resolutions of its Board of
Directors certified by its Secretary or Assistant Secretary authorizing the execution of this
Seventeenth Supplemental Indenture; and



WHEREAS, all things necessary to make this Seventeenth Supplemental Indenture a valid
agreement of the Issuer and the Trustee and a valid supplement to the Original Indenture have been
done;



NOW, THEREFORE, for and in consideration of the premises and the purchase of the 2024 Notes to
be issued hereunder by holders thereof, the Issuer and the Trustee mutually covenant and agree, for
the equal and proportionate benefit of the respective holders from time to time of the 2024 Notes,
as follows:



ARTICLE I




STANDARD PROVISIONS; DEFINITIONS




SECTION 1.01. Standard Provisions. The Original Indenture together with this Seventeenth
Supplemental Indenture and all previous indentures supplemental thereto entered into pursuant to
the applicable terms thereof are hereinafter sometimes collectively referred to as the “Indenture.”
All capitalized terms which are used herein and not otherwise defined herein are defined in the
Indenture and are used herein with the same meanings as in the Indenture.




SECTION 1.02. Definitions.




(a) The following terms have the meanings set forth in the Sections hereof set forth below:



	 	 	 	 	 
	Term	 	Section
	Additional Shares
	 	 	6.06	(e)
	Application Period
	 	 	7.06	 
	Asset Sale
	 	 	7.06	 
	Company
	 	 	2.03	 
	Conversion Date
	 	 	6.02	 
	Conversion Rate
	 	 	6.01	 
	Conversion Value
	 	 	6.13	(a)
	Depositary
	 	Article IX

	Determination Date
	 	 	6.13	(b)
	Distributed Assets or Securities
	 	 	6.06	(c)
	Dividend Adjustment Amount
	 	6.06(d)(ii)
	DTC
	 	 	2.03	 
	Effective Date
	 	 	6.06	(e)
	Events of Default
	 	 	8.01	 
	ex date
	 	 	1.01(b); 2.04	 
	Excess Proceeds
	 	 	7.06	 
	Fundamental Change Purchase Date
	 	 	3.01	 
	Fundamental Change Purchase Notice
	 	 	3.03	 
	Fundamental Change Purchase Price
	 	 	3.01	 
	Global Note
	 	Article IX

	Indenture
	 	 	1.01; 2.04	 
	Interest Payment Date
	 	 	2.03	 
	Issue
	 	 	7.04	(a)
	Issuer
	 	Preamble; 2.03

	Issuer Notice
	 	 	5.01	 
	Issuer Notice Date
	 	 	5.01	 
	Lien
	 	 	7.02	(a)
	Maturity
	 	 	2.03	 
	Maximum Conversion Rate
	 	 	6.06	(j)
	Net Share Amount
	 	6.13(b)(ii)
	Net Shares
	 	6.13(b)(ii)
	Original Indenture
	 	Recitals

	Original Issue Date
	 	 	2.03	 
	Place of Payment
	 	 	2.03	 
	Principal Return
	 	 	6.13	(b)(i)
	Pre-Dividend Sale Price
	 	 	6.06	(d)(i)
	Public Acquirer Change of Control
	 	 	6.06	(f)
	Public Acquirer Common Stock
	 	 	6.06	(f)
	Purchase Date
	 	 	2.04; 4.01	(a)
	Purchase Notice
	 	 	4.01	(a)(i)
	Purchase Price
	 	 	2.04	 
	Record Date
	 	 	2.03	 
	Redemption Price
	 	 	2.04	 
	Restricted Payment
	 	 	7.05	(a)
	Securities
	 	Recitals

	Ten Day Average Closing Stock Price
	 	6.13(a)(ii)
	Trading Exception
	 	 	2.04	 
	Trustee
	 	Preamble; 2.04

	2024 Notes
	 	Recitals; 2.04








(b) Section 1.1 of the Original Indenture is amended to insert the new definitions applicable
to the 2024 Notes, in the appropriate alphabetical sequence, as follows:



"Amortization Expense” means, for any period, amounts recognized during such period as
amortization of capital leases, depletion, nuclear fuel, goodwill and assets classified as
intangible assets in accordance with generally accepted accounting principles.



"Average Life” means, as of the date of determination, with respect to any Indebtedness, the
quotient obtained by dividing (i) the sum of the products of (x) the number of years from the date
of determination to the dates of each successive scheduled principal payment of such Indebtedness
and (y) the amount of such principal payment by (ii) the sum of all such principal payments.



"Capital Lease Obligation” of a Person means any obligation that is required to be classified
and accounted for as a capital lease on the face of a balance sheet of such Person prepared in
accordance with generally accepted accounting principles; the amount of such obligation shall be
the capitalized amount thereof, determined in accordance with generally accepted accounting
principles; the stated maturity thereof shall be the date of the last payment of rent or any other
amount due under such lease prior to the first date upon which such lease may be terminated by the
lessee without payment of a penalty; and such obligation shall be deemed secured by a Lien on any
property or assets to which such lease relates.



"Capital Stock” means any and all shares, interests, rights to purchase, warrants, options,
participations or other equivalents of or interests in (however designated) corporate stock,
including any Preferred Stock or Letter Stock; provided that Hybrid Preferred Securities shall not
be considered Capital Stock for purposes of this definition.



"CMS Electric and Gas” means CMS Electric and Gas Company, a Michigan corporation and
wholly-owned subsidiary of Enterprises.



"CMS ERM” means CMS Energy Resource Management Company, formerly CMS MST, a wholly-owned
subsidiary of Enterprises.



"CMS Gas Transmission” means CMS Gas Transmission Company (formerly known as CMS Gas
Transmission and Storage Company), a Michigan corporation and wholly-owned subsidiary of
Enterprises.



"CMS Generation” means CMS Generation Co., a Michigan corporation and wholly-owned subsidiary
of Enterprises.



“CMS MST” means CMS Marketing, Services and Trading Company, a wholly owned subsidiary of
Enterprises, whose name was changed to CMS Energy Resource Management Company effective January
2004.



“Common Equity” of any Person means capital stock of such Person that is generally entitled to
(i) vote in the election of directors of such Person or (ii) if such Person is not a corporation,
vote or otherwise participate in the selection of the governing body, partners, managers or others
that will control the management or policies of such Person.



"Consolidated Assets” means, at any date of determination, the aggregate assets of the Issuer
and its Consolidated Subsidiaries determined on a consolidated basis in accordance with generally
accepted accounting principles.



"Consolidated Coverage Ratio” with respect to any period means the ratio of (i) the aggregate
amount of Operating Cash Flow for such period to (ii) the aggregate amount of Consolidated Interest
Expense for such period.



"Consolidated Current Liabilities” means, for any period, the aggregate amount of liabilities
of the Issuer and its Consolidated Subsidiaries which may properly be classified as current
liabilities (including taxes accrued as estimated), after (i) eliminating all inter-company items
between the Issuer and any Consolidated Subsidiary and (ii) deducting all current maturities of
long-term Indebtedness, all as determined in accordance with generally accepted accounting
principles.



"Consolidated Indebtedness” means, at any date of determination, the aggregate Indebtedness of
the Issuer and its Consolidated Subsidiaries determined on a consolidated basis in accordance with
generally accepted accounting principles; provided that Consolidated Indebtedness shall not include
any subordinated debt owned by any Hybrid Preferred Securities Subsidiary.



"Consolidated Interest Expense” means, for any period, the total interest expense in respect
of Consolidated Indebtedness of the Issuer and its Consolidated Subsidiaries, including, without
duplication, (i) interest expense attributable to capital leases, (ii) amortization of debt
discount, (iii) capitalized interest, (iv) cash and noncash interest payments, (v) commissions,
discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance
financing, (vi) net costs under Interest Rate Protection Agreements (including amortization of
discount) and (vii) interest expense in respect of obligations of other Persons deemed to be
Indebtedness of the Issuer or any Consolidated Subsidiaries under clause (v) or (vi) of the
definition of Indebtedness, provided, however, that Consolidated Interest Expense shall exclude (A)
any costs otherwise included in interest expense recognized on early retirement of debt and (B) any
interest expense in respect of any Indebtedness of any Subsidiary of Consumers, CMS Generation, CMS
Electric and Gas, CMS Gas Transmission, CMS ERM or any other Designated Enterprises Subsidiary,
provided that such Indebtedness is without recourse to any assets of the Issuer, Consumers,
Enterprises, CMS Generation, CMS Electric and Gas, CMS Gas Transmission, CMS ERM or any other
Designated Enterprises Subsidiary.



"Consolidated Net Income” means, for any period, the net income of the Issuer and its
Consolidated Subsidiaries determined on a consolidated basis in accordance with generally accepted
accounting principles; provided, however, that there shall not be included in such Consolidated Net
Income:




(i) any net income of any Person if such Person is not a Subsidiary, except that (A) the
Issuer’s equity in the net income of any such Person for such period shall be included in
such Consolidated Net Income up to the aggregate amount of cash actually distributed by such
Person during such period to the Issuer or a Consolidated Subsidiary as a dividend or other
distribution and (B) the Issuer’s equity in a net loss of any such Person for such period
shall be included in determining such Consolidated Net Income;




(ii) any net income of any Person acquired by the Issuer or a Subsidiary in a pooling of
interests transaction for any period prior to the date of such acquisition;




(iii) any gain or loss realized upon the sale or other disposition of any property, plant or
equipment of the Issuer or its Consolidated Subsidiaries which is not sold or otherwise
disposed of in the ordinary course of business and any gain or loss realized upon the sale
or other disposition of any Capital Stock of any Person; and




(iv) any net income of any Subsidiary of Consumers, CMS Generation, CMS Electric and Gas,
CMS Gas Transmission, CMS ERM or any other Designated Enterprises Subsidiary whose interest
expense is excluded from Consolidated Interest Expense, provided, however, that for purposes
of this subsection (iv), any cash, dividends or distributions of any such Subsidiary to the
Issuer shall be included in calculating Consolidated Net Income.



"Consolidated Net Tangible Assets” means, for any period, the total amount of assets (less
accumulated depreciation or amortization, allowances for doubtful receivables, other applicable
reserves and other properly deductible items) as set forth on the most recently available quarterly
or annual consolidated balance sheet of the Issuer and its Consolidated Subsidiaries, determined on
a consolidated basis in accordance with generally accepted accounting principles, and after giving
effect to purchase accounting and after deducting therefrom, to the extent otherwise included, the
amounts of: (i) Consolidated Current Liabilities; (ii) minority interests in Consolidated
Subsidiaries held by Persons other than the Issuer or a Restricted Subsidiary; (iii) excess of cost
over fair value of assets of businesses acquired, as determined in good faith by the Board of
Directors as evidenced by Board of Directors resolutions; (iv) any revaluation or other write-up in
value of assets subsequent to December 31, 1996, as a result of a change in the method of valuation
in accordance with generally accepted accounting principles; (v) unamortized debt discount and
expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks,
trade names, copyrights, licenses, organization or developmental expenses and other intangible
items; (vi) treasury stock; and (vii) any cash set apart and held in a sinking or other analogous
fund established for the purpose of redemption or other retirement of Capital Stock to the extent
such obligation is not reflected in Consolidated Current Liabilities.



"Consolidated Net Worth” of any Person means the total of the amounts shown on the
consolidated balance sheet of such Person and its consolidated subsidiaries, determined on a
consolidated basis in accordance with generally accepted accounting principles, as of any date
selected by such Person not more than 90 days prior to the taking of any action for the purpose of
which the determination is being made (and adjusted for any material events since such date), as
(i) the par or stated value of all outstanding Capital Stock plus (ii) paid-in capital or capital
surplus relating to such Capital Stock plus (iii) any retained earnings or earned surplus less (A)
any accumulated deficit, (B) any amounts attributable to Redeemable Stock and (C) any amounts
attributable to Exchangeable Stock.



"Consolidated Subsidiary” means any Subsidiary whose accounts are or are required to be
consolidated with the accounts of the Issuer in accordance with generally accepted accounting
principles.



"Consumers” means Consumers Energy Company, a Michigan corporation, all of whose common stock
is on the date hereof owned by the Issuer.



“Continuing Director” means a director who either was a member of the Board of Directors on
December 8, 2004 or who becomes a member of the Board of Directors subsequent to that date and
whose appointment, election or nomination for election by the Issuer’s shareholders is duly
approved by a majority of the Continuing Directors on the Board of Directors at the time of such
approval, either by a specific vote or by approval of the proxy statement issued by the Issuer on
behalf of the Board of Directors in which such individual is named as nominee for director.



“Conversion Agent” means the office or agency designated by the Issuer where 2024 Notes may be
presented for conversion. Initially, the Conversion Agent shall be the Trustee.




“Conversion Price” means $1,000 divided by the Conversion Rate.



"Designated Enterprises Subsidiary” means any wholly-owned subsidiary of Enterprises formed
after the date of this Seventeenth Supplemental Indenture which is designated a Designated
Enterprises Subsidiary by the Board of Directors.



"Enterprises” means CMS Enterprises Company, a Michigan corporation and wholly-owned
subsidiary of the Issuer.



“Equity Interests” means any capital stock, partnership, joint venture, member or limited
liability or unlimited liability company interest, beneficial interest in a trust or similar entity
or other equity interest or investment of whatever nature.




"Exchange Act” means the Securities Exchange Act of 1934, as amended.



"Exchangeable Stock” means any Capital Stock of a corporation that is exchangeable or
convertible into another security (other than Capital Stock of such corporation that is neither
Exchangeable Stock or Redeemable Stock).



“Fair Market Value” means the amount which a willing buyer would pay a willing seller in an
arm’s length transaction.



A “Fundamental Change” shall be deemed to have occurred at such time after the original
issuance of the 2024 Notes as any of the following occurs: (i) the Common Stock or other common
stock into which the 2024 Notes are convertible is neither listed for trading on a United States
national securities exchange nor approved for trading on the Nasdaq National Market or another
established automated over-the-counter trading market in the United States; (ii) a “person” or
“group” within the meaning of Section 13(d) of the Exchange Act, other than the Issuer, any
Subsidiary of the Issuer or any employee benefit plan of the Issuer or any such Subsidiary, files a
Schedule TO (or any other schedule, form or report under the Exchange Act) disclosing that such
person or group has become the direct or indirect ultimate “beneficial owner” (as such term is used
in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to
have “beneficial ownership” of all shares that such person or group has the right to acquire
whether such right is exercisable immediately or only after the passage of time) of Common Equity
of the Issuer representing more than 50% of the voting power of the Issuer’s Common Equity; (iii)
consummation of any share exchange, consolidation or merger of the Issuer pursuant to which the
Common Stock will be converted into cash, securities or other property or any sale, lease or other
transfer (in one transaction or a series of transactions) of all or substantially all of the
consolidated assets of the Issuer and its Subsidiaries, taken as a whole, to any Person (other than
the Issuer or one or more of the Issuer’s Subsidiaries); provided, however, that a transaction
where the holders of the Issuer’s Common Equity immediately prior to such transaction own, directly
or indirectly, more than 50% of the aggregate voting power of all classes of Common Equity of the
continuing or surviving corporation or transferee immediately after such event shall not be a
Fundamental Change; or (iv) Continuing Directors cease to constitute at least a majority of the
Board of Directors; provided, however, that a Fundamental Change shall not be deemed to have
occurred in respect of any of the foregoing if either (1) the Last Reported Sale Price of Common
Stock for any five Trading Days within the ten consecutive Trading Days ending immediately before
the later of the Fundamental Change or the public announcement thereof equals or exceeds 105% of
the applicable Conversion Price of the 2024 Notes in effect immediately before the Fundamental
Change or the public announcement thereof (except that this clause (1) shall not apply to the
events described in Section 6.06(e) hereof) or (2) at least 90% of the consideration (excluding
cash payments for fractional shares) in the transaction or transactions constituting the
Fundamental Change consists of shares of capital stock traded on a national securities exchange or
quoted on the Nasdaq National Market (or which shall be so traded or quoted when issued or
exchanged in connection with such Fundamental Change) (such securities being referred to as
“Publicly Traded Securities”) and as a result of such transaction or transactions the 2024 Notes
become convertible into such Publicly Traded Securities (excluding cash payments for fractional
shares).



"Hybrid Preferred Securities” means any preferred securities issued by a Hybrid Preferred
Securities Subsidiary, where such preferred securities have the following characteristics:




(i) such Hybrid Preferred Securities Subsidiary lends substantially all of the proceeds from
the issuance of such preferred securities to the Issuer or Consumers in exchange for
subordinated debt issued by the Issuer or Consumers, respectively;




(ii) such preferred securities contain terms providing for the deferral of distributions
corresponding to provisions providing for the deferral of interest payments on such
subordinated debt; and




(iii) the Issuer or Consumers (as the case may be) makes periodic interest payments on such
subordinated debt, which interest payments are in turn used by the Hybrid Preferred
Securities Subsidiary to make corresponding payments to the holders of the Hybrid Preferred
Securities.



"Hybrid Preferred Securities Subsidiary” means any business trust (or similar entity) (i) all
of the common equity interest of which is owned (either directly or indirectly through one or more
wholly-owned Subsidiaries of the Issuer or Consumers) at all times by the Issuer or Consumers, (ii)
that has been formed for the purpose of issuing Hybrid Preferred Securities and (iii) substantially
all of the assets of which consist at all times solely of subordinated debt issued by the Issuer or
Consumers (as the case may be) and payments made from time to time on such subordinated debt.




"Indebtedness” of any Person means, without duplication:




(i) the principal of and premium (if any) in respect of (A) indebtedness of such Person for
money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar
instruments for the payment of which such Person is responsible or liable;




(ii) all Capital Lease Obligations of such Person;




(iii) all obligations of such Person issued or assumed as the deferred purchase price of
property, all conditional sale obligations and all obligations under any title retention
agreement (but excluding trade accounts payable arising in the ordinary course of business);




(iv) all obligations of such Person for the reimbursement of any obligor on any letter of
credit, bankers’ acceptance or similar credit transaction (other than obligations with
respect to letters of credit securing obligations (other than obligations described in
clauses (i) through (iii) above) entered into in the ordinary course of business of such
Person to the extent such letters of credit are not drawn upon or, if and to the extent
drawn upon, such drawing is reimbursed no later than the third Business Day following
receipt by such Person of a demand for reimbursement following payment on the letter of
credit);




(v) all obligations of the type referred to in clauses (i) through (iv) above of other
Persons and all dividends of other Persons for the payment of which, in either case, such
Person is responsible or liable as obligor, guarantor or otherwise; and




(vi) all obligations of the type referred to in clauses (i) through (v) above of other
Persons secured by any Lien on any property or asset of such Person (whether or not such
obligation is assumed by such Person), the amount of such obligation being deemed to be the
lesser of the value of such property or assets or the amount of the obligation so secured.



"Interest Rate Protection Agreement” means any interest rate swap agreement, interest rate cap
agreement or other financial agreement or arrangement designed to protect the Issuer or any
Subsidiary against fluctuations in interest rates.



“Last Reported Sale Price” of the applicable security on any date means the closing sale price
per share (or, if no closing sale price is reported, the average of the bid and ask prices or, if
more than one in either case, the average of the average bid and the average ask prices) on that
date as reported in composite transactions for the principal U.S. securities exchange on which the
applicable security is traded or, if the applicable security is not listed on a U.S. national or
regional securities exchange, as reported by the Nasdaq National Market. If the applicable
security is not listed for trading on a U.S. national or regional securities exchange and not
reported by the Nasdaq National Market on the relevant date, the Last Reported Sale Price shall be
the last quoted bid price for the applicable security in the over-the-counter market on the
relevant date as reported by the National Quotation Bureau or similar organization. If the
applicable security is not so quoted, the Last Reported Sale Price will be the average of the
mid-point of the last bid and ask prices for the applicable security on the relevant date from each
of at least three nationally recognized independent investment banking firms selected by the Issuer
for this purpose.



"Letter Stock”, as applied to the Capital Stock of any corporation, means Capital Stock of any
class or classes (however designated) which is intended to reflect the separate performance of
certain of the businesses or operations conducted by such corporation or any of its subsidiaries.



“Market Price” means the average of the Last Reported Sale Prices of Common Stock for the 20
Trading Day period ending on the applicable date of determination (if the applicable date of
determination is a Trading Day or, if not, then on the last Trading Day prior to such applicable
date of determination), appropriately adjusted to take into account the occurrence, during the
period commencing on the first of the Trading Days during such 20 Trading Day period and ending on
the applicable date of determination, of any event that would result in an adjustment of the
Conversion Rate under this Seventeenth Supplemental Indenture.



"Net Cash Proceeds” means, (a) with respect to any Asset Sale, the aggregate proceeds of such
Asset Sale including the fair market value (as determined by the Board of Directors and net of any
associated debt and of any consideration other than Capital Stock received in return) of property
other than cash, received by the Issuer, net of (i) brokerage commissions and other fees and
expenses (including fees and expenses of counsel and investment bankers) related to such Asset
Sale, (ii) provisions for all taxes (whether or not such taxes will actually be paid or are
payable) as a result of such Asset Sale without regard to the consolidated results of operations of
the Issuer and its Restricted Subsidiaries, taken as a whole, (iii) payments made to repay
Indebtedness or any other obligation outstanding at the time of such Asset Sale that either (A) is
secured by a Lien on the property or assets sold or (B) is required to be paid as a result of such
sale and (iv) appropriate amounts to be provided by the Issuer or any Restricted Subsidiary of the
Issuer as a reserve against any liabilities associated with such Asset Sale including, without
limitation, pension and other post-employment benefit liabilities, liabilities related to
environmental matters and liabilities under any indemnification obligations associated with such
Asset Sale, all as determined in conformity with generally accepted accounting principles and (b)
with respect to any issuance or sale or contribution in respect of Capital Stock, the aggregate
proceeds of such issuance, sale or contribution, including the fair market value (as determined by
the Board of Directors and net of any associated debt and of any consideration other than Capital
Stock received in return) of property other than cash, received by the Issuer, net of attorneys’
fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and
brokerage, consultant and other fees incurred in connection with such issuance or sale and net of
taxes paid or payable as a result thereof, provided, however, that if such fair market value as
determined by the Board of Directors of property other than cash is greater than $25 million, the
value thereof shall be based upon an opinion from an independent nationally recognized firm
experienced in the appraisal or similar review of similar types of transactions.



"Non-Convertible Capital Stock” means, with respect to any corporation, any non-convertible
Capital Stock of such corporation and any Capital Stock of such corporation convertible solely into
non-convertible Capital Stock other than Preferred Stock of such corporation; provided, however,
that Non-Convertible Capital Stock shall not include any Redeemable Stock or Exchangeable Stock.



"Operating Cash Flow” means, for any period, with respect to the Issuer and its Consolidated
Subsidiaries, the aggregate amount of Consolidated Net Income after adding thereto Consolidated
Interest Expense (adjusted to include costs recognized on early retirement of debt), income taxes,
depreciation expense, Amortization Expense and any noncash amortization of debt issuance costs, any
nonrecurring, noncash charges to earnings and any negative accretion recognition.



"Other Rating Agency” means any one of Fitch, Inc. or Moody’s Investors Service, Inc., and any
successor to any of these organizations which is a nationally recognized statistical rating
organization.



"Paying Agent” means any Person authorized by the Issuer to pay the principal of (and premium,
if any) or interest on any of the 2024 Notes on behalf of the Issuer. Initially, the Paying Agent
shall be the Trustee.



"Predecessor 2024 Note” of any particular 2024 Note means every previous 2024 Note evidencing
all or a portion of the same debt as that evidenced by such particular 2024 Note; and, for the
purposes of the definition, any 2024 Note authenticated and delivered under Section 2.9 of the
Indenture in exchange for or in lieu of a mutilated, destroyed, lost or stolen 2024 Note shall be
deemed to evidence the same debt as the mutilated, destroyed, lost or stolen 2024 Note.



"Preferred Stock”, as applied to the Capital Stock of any corporation, means Capital Stock of
any class or classes (however designated) that is preferred as to the payment of dividends, or as
to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such corporation; provided that
Hybrid Preferred Securities shall not be considered Preferred Stock for purposes of this
definition.




“Publicly Traded Securities” has the meaning provided in the definition of Fundamental Change.



"Redeemable Stock” means any Capital Stock that by its terms or otherwise is required to be
redeemed prior to the first anniversary of the Stated Maturity of the outstanding 2024 Notes or is
redeemable at the option of the holder thereof at any time prior to the first anniversary of the
Stated Maturity of the outstanding 2024 Notes.




“Regulation S” means Regulation S under the Securities Act of 1933, as amended.



"Restricted Subsidiary” means any Subsidiary (other than Consumers and its Subsidiaries) of
the Issuer which, as of the date of the Issuer’s most recent quarterly consolidated balance sheet,
constituted at least 10% of the total Consolidated Assets of the Issuer and its Consolidated
Subsidiaries and any other Subsidiary which from time to time is designated a Restricted Subsidiary
by the Board of Directors; provided that no Subsidiary may be designated a Restricted Subsidiary
if, immediately after giving effect thereto, an Event of Default or event that, with the lapse of
time or giving of notice or both, would constitute an Event of Default would exist or the Issuer
and its Restricted Subsidiaries could not incur at least one dollar of additional Indebtedness
under Section 7.04 hereof, and (i) any such Subsidiary so designated as a Restricted Subsidiary
must be organized under the laws of the United States or any State thereof, (ii) more than 80% of
the Voting Stock of such Subsidiary must be owned of record and beneficially by the Issuer or a
Restricted Subsidiary and (iii) such Restricted Subsidiary must be a Consolidated Subsidiary.



“Share Price” means the price per share of Common Stock paid in connection with a corporate
transaction described in Section 6.06(e) hereof, which shall be equal to (i) if holders of Common
Stock receive only cash in such corporate transaction, the cash amount paid per share of Common
Stock and (ii) in all other cases, the average of the Last Reported Sale Prices of Common Stock on
the five Trading Days prior to but not including the Effective Date.



“Spin-off Market Price” per share of Common Stock or the Equity Interests in a Subsidiary or
other business unit of the Issuer on any day means the average of the daily Last Reported Sale
Price for the 10 consecutive Trading Days commencing on and including the fifth Trading Day after
the ex date with respect to the issuance or distribution requiring such computations. As used
herein, the term “ex date,” when used with respect to any issuance or distribution, shall mean the
first date on which the security trades regular way on the New York Stock Exchange or such other
national regional exchange or market in which the security trades without the right to receive such
issuance or distribution.



"Standard & Poor’s” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill
Companies, Inc., and any successor thereto which is a nationally recognized statistical rating
organization, or if such entity shall cease to rate the 2024 Notes or shall cease to exist and
there shall be no such successor thereto, any other nationally recognized statistical rating
organization selected by the Issuer which is acceptable to the Trustee.



"Subordinated Indebtedness” means any Indebtedness of the Issuer (whether outstanding on the
date of this Seventeenth Supplemental Indenture or thereafter incurred) which is contractually
subordinated or junior in right of payment to the 2024 Notes.



"Support Obligations” means, for any Person, without duplication, any financial obligation,
contingent or otherwise, of such Person guaranteeing or otherwise supporting any debt or other
obligation of any other Person in any manner, whether directly or indirectly, and including,
without limitation, any obligation of such Person, direct or indirect, (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such debt or to purchase (or to advance or
supply funds for the purchase of) any security for the payment of such debt, (ii) to purchase
property, securities or services for the purpose of assuring the owner of such debt of the payment
of such debt, (iii) to maintain working capital, equity capital, available cash or other financial
statement condition of the primary obligor so as to enable the primary obligor to pay such debt,
(iv) to provide equity capital under or in respect of equity subscription arrangements (to the
extent that such obligation to provide equity capital does not otherwise constitute debt) or (v) to
perform, or arrange for the performance of, any non-monetary obligations or non-funded debt payment
obligations of the primary obligor.



"Tax Sharing Agreement” means the Amended and Restated Agreement for the Allocation of Income
Tax Liabilities and Benefits, dated January 1, 1994, as amended or supplemented from time to time,
by and among Issuer, each of the members of the Consolidated Group (as defined therein), and each
of the corporations that become members of the Consolidated Group.



“Trading Day” means (i) if the applicable security is listed, admitted for trading or quoted
on the New York Stock Exchange, the Nasdaq National Market or another national security exchange, a
day on which the New York Stock Exchange, the Nasdaq National Market or another national security
exchange is open for business or (ii) if the applicable security is not so listed, admitted for
trading or quoted, any day other than a Saturday or Sunday or a day on which banking institutions
in the State of New York are authorized or obligated by law, regulation or executive order to
close.



“Trading Price” of the 2024 Notes on any date of determination means the average of the
secondary market bid quotations per $1,000 principal amount of 2024 Notes obtained by the Trustee
for $5,000,000 principal amount of 2024 Notes at approximately 3:30 p.m., New York City time, on
such determination date from three independent nationally recognized securities dealers the Issuer
selects, provided that if three such bids cannot reasonably be obtained by the Trustee, but two
such bids are obtained, then the average of the two bids shall be used, and if only one such bid
can reasonably be obtained by the Trustee, this one bid shall be used. If the Trustee cannot
reasonably obtain at least one bid for $5,000,000 principal amount of the 2024 Notes from a
nationally recognized securities dealer, then the Trading Price will be deemed to be less than 95%
of the product of the sale price of Common Stock and the then applicable Conversion Rate.




“Underwriters” has the meaning ascribed to such term in the Underwriting Agreement.



“Underwriting Agreement” means that certain Underwriting Agreement dated December 7, 2004
among the Issuer and the Underwriters which provides for the sale by the Issuer to the Underwriters
of the 2024 Notes.



"Voting Stock” means securities of any class or classes the holders of which are ordinarily,
in the absence of contingencies, entitled to vote for corporate directors (or persons performing
similar functions).



ARTICLE II




DESIGNATION AND TERMS OF THE 2024 NOTES; FORMS





SECTION 2.01. Establishment of Series.



(a) There is hereby created a series of Securities to be known and designated as the “2.875%
Convertible Senior Notes due 2024” to be issued in an initial aggregate principal amount of
$287,500,000. Additional Securities, without limitation as to amount, having substantially the
same terms as the 2024 Notes (except a different issue date, issue price and bearing interest from
the last Interest Payment Date to which interest has been paid or duly provided for on the 2024
Notes, and, if no interest has been paid, from December 13, 2004), may also be issued by the Issuer
pursuant to the Indenture without the consent of the existing Holders of the 2024 Notes. Such
additional Securities shall be part of the same series as the 2024 Notes. The Stated Maturity of
the 2024 Notes is December 1, 2024; the principal amount of the 2024 Notes shall be payable on such
date unless the 2024 Notes are earlier redeemed, purchased or converted in accordance with the
terms of the Indenture.



(b) The 2024 Notes will bear interest from the Original Issue Date, or from the most recent
date to which interest has been paid or duly provided for, at the rate of 2.875% per annum stated
therein until the principal thereof is paid or made available for payment. Interest will be
payable semiannually on each Interest Payment Date and at Maturity, as provided in the form of the
2024 Note in Section 2.03 hereof.



(c) The Record Date referred to in Section 2.3(f)(4) of the Indenture for the payment of the
interest on any 2024 Note payable on any Interest Payment Date (other than at Maturity) shall be
the 15th day prior to the date on which such Interest Payment Date occurs (whether or
not a Business Day) except that the Record Date for interest payable at Maturity shall be the date
of Maturity.



(d) The payment of the principal of, premium (if any) and interest on the 2024 Notes shall not
be secured by a security interest in any property.



(e) The 2024 Notes shall be purchased by the Issuer at the option of the Holders thereof as
provided in Article III, Article IV and Article V hereof.



(f) The 2024 Notes shall be convertible in accordance with the terms of this Seventeenth
Supplemental Indenture.




(g) The 2024 Notes will not be subordinated to the payment of Senior Debt.



(h) The Issuer will not pay any additional amounts on the 2024 Notes held by a Person who is
not a U.S. person (as defined in Regulation S) in respect of any tax, assessment or government
charge withheld or deducted.



(i) The events specified in Events of Default with respect to the 2024 Notes shall include the
events specified in Article VIII of this Seventeenth Supplemental Indenture. In addition to the
covenants set forth in Article III of the Original Indenture, the Holders of the 2024 Notes shall
have the benefit of the covenants of the Issuer set forth in this Seventeenth Supplemental
Indenture.



SECTION 2.02. Forms Generally. The 2024 Notes and Trustee’s certificates of authentication
shall be in substantially the form set forth in this Article II, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by the Indenture, and
may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such 2024 Notes, as evidenced by
their execution thereof.



The definitive 2024 Notes shall be printed, lithographed or engraved on steel engraved borders
or may be produced in any other manner, all as determined by the officers executing such 2024
Notes, as evidenced by their execution thereof.




SECTION 2.03. Form of Face of 2024 Note.



THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.



Unless this Global 2024 Note is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to CMS Energy Corporation or its agent for
registration of transfer, exchange or payment, and any certificate issued is registered in the name
of a nominee of DTC or in such other name as is requested by an authorized representative of DTC
(and any payment is made to such nominee of DTC or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof has an interest herein.



1



CMS ENERGY CORPORATION

2.875% CONVERTIBLE SENIOR NOTES DUE 2024




No. 1 $287,500,000


CUSIP No.: 125896 AW 0


ISIN No.: US125896 AW 04



CMS Energy Corporation, a corporation duly organized and existing under the laws of the State
of Michigan (herein called the “Issuer” or “Company”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE &
Co., or registered assigns, the principal sum of Two Hundred Eighty-Seven Million Five Hundred
Thousand Dollars on December 1, 2024 (“Maturity") and to pay interest thereon from December 13,
2004 (the “Original Issue Date") or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually in arrears on June 1 and December 1, in each
year, commencing on June 1, 2005 (each an “Interest Payment Date”) to the Persons in whose names
the 2024 Notes are registered at the close of business on May 17 and November 16 (each a “Record
Date”), and at Maturity, at the rate of 2.875% per annum, until the principal hereof is paid or
made available for payment. The amount of interest payable on any Interest Payment Date shall be
computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this 2024 Note (or one or more Predecessor 2024
Notes) is registered at the close of business on the Record Date for such interest, which shall be
the 15th day prior to such Interest Payment Date (whether or not a Business Day) except
that the Record Date for interest payable at Maturity shall be the date of Maturity. Any such
interest not so punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Record Date and may either be paid to the Person in whose name this 2024 Note (or
one or more Predecessor 2024 Notes) is registered at the close of business on a subsequent Record
Date (which shall be not less than five Business Days prior to the date of payment of such
defaulted interest) for the payment of such defaulted interest to be fixed by the Trustee, notice
whereof shall be given to Holders of 2024 Notes not less than 15 days preceding such subsequent
Record Date.



This 2024 Note is convertible and is subject to redemption at the option of the Issuer and to
purchase by the Issuer at the option of the Holder as specified on the reverse of this 2024 Note.



Payment of the principal of (and premium, if any) and interest, if any, on this 2024 Note will
be made at the office or agency of the Issuer maintained for that purpose in New York, New York
(the “Place of Payment"), 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; provided,
however, that at the option of the Issuer payment of interest (other than interest payable
at Maturity) may be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or by wire transfer to an account designated by such
Person not later than ten days prior to the date of such payment.



Reference is hereby made to the further provisions of this 2024 Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this 2024 Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.



IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under its
corporate seal.



Dated:




CMS ENERGY CORPORATION




By   


Its:




By   


Its:




SECTION 2.04. Form of Reverse of 2024 Note.



This 2.875% Convertible Senior Note due 2024 is one of a duly authorized issue of securities
of the Issuer (herein called the “2024 Notes"), issued and to be issued under an Indenture, dated
as of September 15, 1992, as supplemented by certain supplemental indentures, including the
Seventeenth Supplemental Indenture, dated as of December 13, 2004 (herein collectively referred to
as the “Indenture"), between the Issuer and J.P. Morgan Trust Company, N.A., a national banking
association (ultimate successor to NBD Bank, National Association), as Trustee (herein called the
“Trustee", which term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee, and the
Holders of the 2024 Notes and of the terms upon which the 2024 Notes are, and are to be,
authenticated and delivered. This 2024 Note is one of the series designated on the face hereof,
issued in an initial aggregate principal amount of $287,500,000. Additional Securities, without
limitation as to amount, having substantially the same terms as the 2024 Notes (except a different
issue date, issue price and bearing interest from the last Interest Payment Date to which interest
has been paid or duly provided for on the 2024 Notes, and, if no interest has been paid, from
December 13, 2004), may also be issued by the Issuer pursuant to the Indenture without the consent
of the existing Holders of the 2024 Notes. Such additional Securities shall be part of the same
series as the 2024 Notes.



Holders of 2024 Notes at the close of business on a Record Date will receive payment of
interest, payable on the corresponding Interest Payment Date notwithstanding the conversion of such
2024 Notes at any time after the close of business on such Record Date. 2024 Notes surrendered for
conversion by a Holder during the period from the close of business on any Record Date to the
opening of business on the immediately following Interest Payment Date must be accompanied by
payment of an amount equal to the interest that the Holder is to receive on the 2024 Notes;
provided, however, that no such payment need be made if (1) the Issuer has specified a redemption
date that is after a Record Date and on or prior to the immediately following Interest Payment
Date, (2) the Issuer has specified a Purchase Date following a Fundamental Change that is during
such period or (3) any overdue interest exists at the time of conversion with respect to such 2024
Notes to the extent of such overdue interest.



If the principal hereof or any portion of such principal is not paid when due (whether upon
acceleration, upon the date set for payment of the Redemption Price, upon the date set for payment
of a Purchase Price or Fundamental Change Purchase Price or upon the Stated Maturity of this 2024
Note) or if interest due hereon or any portion of such interest is not paid when due in accordance
with the terms of this 2024 Note, then in each such case the overdue amount shall bear interest at
the rate of 2.875% per annum, compounded semiannually (to the extent that the payment of such
interest shall be legally enforceable), which interest shall accrue from the date such overdue
amount was due to the date payment of such amount, including interest thereon, has been made or
duly provided for, all such interest shall be payable on demand.



In the event of redemption of this 2024 Note in part only, a new 2024 Note for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. No
sinking fund is provided for the 2024 Notes. The 2024 Notes are redeemable for cash or check in
whole, or in part, at any time on or after December 7, 2011 at the option of the Issuer at a
redemption price (“Redemption Price”) equal to 100% of the principal amount of the 2024 Notes to be
redeemed plus any accrued and unpaid interest to the redemption date. Notice of redemption at the
option of the Issuer shall be mailed at least 30 days but not more than 60 days before a redemption
date to the Trustee, the Paying Agent and each Holder of 2024 Notes to be redeemed at the Holder’s
registered address. If money sufficient to pay the Redemption Price of all 2024 Notes (or portions
thereof) to be redeemed on the redemption date is deposited with the Paying Agent prior to or on
the redemption date, on and after the redemption date interest, if any, shall cease to accrue on
such 2024 Notes or portions thereof. 2024 Notes in denominations larger than $1,000 principal
amount may be redeemed in part but only in integral multiples of $1,000 principal amount.



Subject to the terms and conditions of the Indenture, a Holder shall have the option to
require the Issuer to purchase the 2024 Notes held by such Holder on December 1, 2011, December 1,
2014 and December 1, 2019 (each, a “Purchase Date”) at a purchase price (the “Purchase Price”)
equal to 100% of the principal amount of the 2024 Notes to be purchased plus any accrued and unpaid
interest to but excluding such Purchase Date, upon delivery of a Purchase Notice containing the
information set forth in the Indenture, from the opening of business on the date that is 20
Business Days prior to such Purchase Date until the close of business on the fifth Business Day
prior to such Purchase Date and upon delivery of the 2024 Notes to the Paying Agent by the Holder
as set forth in the Indenture. The Issuer will pay the Purchase Price in cash or by check. 2024
Notes in denominations larger than $1,000 principal amount may be purchased in part, but only in
integral multiples of $1,000 principal amount.



If a Fundamental Change shall occur at any time prior to December 1, 2011, each Holder shall
have the right, at such Holder’s option and subject to the terms and conditions of the Indenture,
to require the Issuer to purchase any or all of such Holder’s 2024 Notes or any portion of the
principal amount thereof that is equal to $1,000 or an integral multiple of $1,000 on the day that
is no earlier than 60 days nor later than 90 days after the date of the Issuer Notice of the
occurrence of the Fundamental Change (subject to extension to comply with applicable law) for a
Fundamental Change Purchase Price equal to 100% of the principal amount of 2024 Notes purchased
plus accrued and unpaid interest to the Fundamental Change Purchase Date, which Fundamental Change
Purchase Price shall be paid by the Issuer in cash or by check, as set forth in the Indenture.



Holders have the right to withdraw any Purchase Notice or Fundamental Change Purchase Notice,
as the case may be, by delivery to the Paying Agent of a written notice of withdrawal in accordance
with the provisions of the Indenture.



If cash sufficient to pay a Fundamental Change Purchase Price or Purchase Price, as the case
may be, of all 2024 Notes or portions thereof to be purchased as of the Purchase Date or the
Fundamental Change Purchase Date, as the case may be, is on deposit with the Paying Agent on the
Business Day following the Purchase Date or the Fundamental Change Purchase Date, as the case may
be, interest shall cease to accrue on such 2024 Notes (or portions thereof) on and after such date,
and the Holder thereof shall have no other rights as such (other than the right to receive the
Purchase Price or Fundamental Change Purchase Price, as the case may be, upon surrender of such
Note).



Subject to the procedures set forth in the Indenture, a Holder may convert 2024 Notes into
cash and shares of Common Stock on or before the close of business on December 1, 2024 during the
periods and upon satisfaction of at least one of the conditions set forth below:




(a) in any calendar quarter (and only during such calendar quarter) if the Last Reported
Sale Price for Common Stock for at least 20 Trading Days during the period of 30 consecutive
Trading Days ending on the last Trading Day of the previous calendar quarter is greater than
or equal to 120% of the Conversion Price per share of Common Stock on such last Trading Day;




(b) prior to Maturity during the five Business Days immediately following any ten
consecutive Trading Day period in which the Trading Price per $1,000 principal amount of
2024 Notes (as determined following a request by a Holder of the 2024 Notes in accordance
with the procedures described in the Indenture) for each day of that period was less than
95% of the product of the sale price of Common Stock and the then applicable Conversion Rate
(the “Trading Exception”); provided, however, that a Holder may not convert its 2024 Notes
if the average closing sale price of Common Stock for such ten consecutive Trading Day
period is between the then current Conversion Price and 120% of the then applicable
Conversion Price; in connection with any conversion upon satisfaction of such Trading Price
condition, the Trustee shall have no obligation to determine the Trading Price unless the
Issuer has requested such determination; and the Issuer shall have no obligation to make
such request unless the Holder provides reasonable evidence that the Trading Price would be
less than 95% of the product of the sale price of Common Stock and the then applicable
Conversion Rate; at which time, the Issuer shall instruct the Trustee to determine the
Trading Price beginning on the next Trading Day and on each successive Trading Day until the
Trading Price is greater than or equal to 95% of the product of the sale price of Common
Stock and the then applicable Conversion Rate;




(c) in the event that the Issuer calls the 2024 Notes for redemption, at any time prior to
the close of business on the second Business Day immediately preceding the redemption date;




(d) the Issuer becomes a party to a consolidation, merger or binding share exchange pursuant
to which the Common Stock would be converted into cash or property (other than securities),
in which case a Holder may surrender 2024 Notes for conversion at any time from and after
the date which is 15 days prior to the anticipated effective date for the transaction until
15 days after the actual effective date of such transaction; or




(e) the Issuer elects to (i) distribute to all holders of Common Stock assets, debt
securities or rights to purchase securities of the Issuer, which distribution has a per
share value as determined by the Board of Directors exceeding 15% of the Last Reported Sale
Price of a share of Common Stock on the Trading Day immediately preceding the declaration
date for such distribution, or (ii) distribute to all holders of Common Stock rights
entitling them to purchase, for a period expiring within 60 days after the date of such
distribution, shares of Common Stock at less than the Last Reported Sale Price of Common
Stock on the Trading Day immediately preceding the declaration date of the distribution. In
the case of the foregoing clauses (i) and (ii), the Issuer must notify the Holders at least
20 Business Days immediately prior to the ex date for such distribution. Once the Issuer has
given such notice, Holders may surrender their 2024 Notes for conversion at any time
thereafter until the earlier of the close of business on the Business Day immediately prior
to the ex date or the Issuer’s announcement that such distribution will not take place;
provided, however, that a Holder may not exercise this right to convert if the Holder may
participate in the distribution without conversion. As used herein, the term “ex date,”
when used with respect to any issuance or distribution, shall mean the first date on which
the Common Stock trades regular way on such exchange or in such market without the right to
receive such issuance or distribution.



If the Issuer engages in certain reclassifications of its Common Stock or is a party to a
consolidation, merger, binding share exchange or transfer of all or substantially all of its assets
pursuant to which Common Stock is converted into cash, securities or other property, then, at the
effective time of the transaction, the right to convert a 2024 Note into cash and shares of Common
Stock will be changed into a right to convert a 2024 Note into the kind and amount of cash,
securities or other property which the Holder would have received if the Holder had converted its
2024 Notes immediately prior to the transaction. If the Issuer engages in any transaction described
in the preceding sentence, the Conversion Rate will not be adjusted. If the transaction also
constitutes a Fundamental Change, a Holder can require the Issuer to purchase all or a portion of
its 2024 Notes as described in the Indenture.



2024 Notes in respect of which a Holder has delivered a notice of exercise of the option to
require the Issuer to purchase such 2024 Notes pursuant to Article VII or Article XIII of the
Indenture may be converted only if the notice of exercise is withdrawn in accordance with the terms
of the Indenture.



The initial Conversion Rate is approximately 67.7966 shares of Common Stock per $1,000
principal amount, subject to adjustment in certain events described in the Indenture. The Issuer
shall deliver cash or a check in lieu of any fractional share of Common Stock.



Holders of 2024 Notes at the close of business on a Record Date will receive payment of
interest, payable on the corresponding Interest Payment Date notwithstanding the conversion of such
2024 Notes at any time after the close of business on such Record Date. 2024 Notes surrendered for
conversion by a Holder during the period from the close of business on any Record Date to the
opening of business on the immediately following Interest Payment Date must be accompanied by
payment of an amount equal to the interest that the Holder is to receive on the 2024 Notes;
provided, however, that no such payment need be made if (1) the Issuer has specified a redemption
date that is after a Record Date and on or prior to the immediately following Interest Payment
Date, (2) the Issuer has specified a Purchase Date following a Fundamental Change that is during
such period or (3) any overdue interest exists at the time of conversion with respect to such 2024
Notes to the extent of such overdue interest.



To convert the 2024 Notes a Holder must (i) complete and manually sign the irrevocable
conversion notice on the back of the 2024 Notes (or complete and manually sign a facsimile of such
notice) and deliver such notice to the Conversion Agent at the office maintained by the Conversion
Agent for such purpose, (ii) surrender the 2024 Notes to the Conversion Agent, (iii) furnish
appropriate endorsements and transfer documents if required by the Conversion Agent, the Issuer or
the Trustee and (iv) pay any transfer or similar tax, if required.



A Holder may convert a portion of the 2024 Notes only if the principal amount of such portion
is $1,000 or a multiple of $1,000. No payment or adjustment shall be made for dividends on the
Common Stock except as provided in the Indenture. On conversion of the 2024 Notes, that portion of
accrued and unpaid interest attributable to the period from the Original Issue Date to the
Conversion Date shall be deemed canceled, extinguished or forfeited rather than paid in full to the
Holder thereof through the delivery of the cash and shares of Common Stock (together with any cash
payment in lieu of fractional shares) in exchange for the portion of the 2024 Notes being converted
pursuant to the terms hereof; and the Fair Market Value of any such shares of Common Stock
(together with any such cash payment in lieu of fractional shares) shall be treated as issued, to
the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date,
and the balance, if any, of such Fair Market Value of such Common Stock (and any such cash payment)
shall be treated as issued in exchange for the principal amount of the 2024 Notes being converted
pursuant to the provisions hereof.



If an Event of Default with respect to this 2024 Note shall occur and be continuing, the
principal of this 2024 Note may be declared due and payable in the manner and with the effect
provided in the Indenture.



In any case where any Interest Payment Date, redemption date, repurchase date, Stated Maturity
or Maturity of any 2024 Note shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of the Indenture or this 2024 Note) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on such date, but may be
made on the next succeeding Business Day at such Place of Payment with the same force and effect as
if made on the Interest Payment Date, repurchase date or at the Stated Maturity or Maturity;
provided that no interest shall accrue on the amount so payable for the period from and after such
Interest Payment Date, redemption date, repurchase date, Stated Maturity or Maturity, as the case
may be, to such Business Day.



The Trustee and the Paying Agent shall return to the Issuer upon written request any money or
property held by them for the payment of any amount with respect to the 2024 Notes that remains
unclaimed for two years, provided, however, that the Trustee or such Paying Agent, before being
required to make any such return, shall at the expense of the Issuer cause to be published once in
a newspaper of general circulation in The City of New York or mail to each such Holder notice that
such money or property remains unclaimed and that, after a date specified therein, which shall not
be less than 30 days from the date of such publication or mailing, any unclaimed money or property
then remaining shall be returned to the Issuer. After return to the Issuer, Holders entitled to
the money or property must look to the Issuer for payment as general creditors unless an applicable
abandoned property law designates another Person.



The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of
this 2024 Note or (ii) certain restrictive covenants and Events of Default with respect to this
2024 Note, in each case upon compliance with certain conditions set forth therein.



The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of all
outstanding 2024 Notes under the Indenture at any time by the Issuer and the Trustee with the
consent of the Holders of not less than a majority in principal amount of Securities of all series
then outstanding and affected (voting as one class).



The Indenture permits the Holders of not less than a majority in principal amount of
Securities of all series at the time outstanding with respect to which a default shall have
occurred and be continuing (voting as one class) to waive on behalf of the Holders of all
outstanding Securities of such series any past default by the Issuer, provided that no such waiver
may be made with respect to a default in the payment of the principal of or the interest on any
Security of such series or the default by the Issuer in respect of certain covenants or provisions
of the Indenture, the modification or amendment of which must be consented to by the Holder of each
outstanding Security of each series affected.



As set forth in, and subject to, the provisions of the Indenture, no Holder of any 2024 Note
will have any right to institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default, the Holders of not less than 25% in principal amount of the
outstanding Securities of each affected series (voting as one class) shall have made written
request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee,
and the Trustee shall not have received from the Holders of a majority in principal amount of the
outstanding Securities of each affected series (voting as one class) a direction inconsistent with
such request and shall have failed to institute such proceeding within 60 days; provided, however,
that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of
payment of the principal of (and premium, if any) or any interest on this 2024 Note on or after the
respective due dates expressed herein.



No reference herein to the Indenture and no provision of this 2024 Note or of the Indenture
shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and any premium and interest on this 2024 Note at the times, place and rate, and in
the coin or currency, herein prescribed.



As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this 2024 Note is registrable in the Security Register, upon surrender of this 2024
Note for registration of transfer at the office or agency of the Issuer in any place where the
principal of and any premium and interest on this 2024 Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new 2024 Notes of this series and of like tenor, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated transferee or
transferees.



The 2024 Notes are issuable only in registered form without coupons in denominations of $1,000
and any integral multiple thereof. As provided in the Indenture and subject to certain limitations
therein set forth, 2024 Notes are exchangeable for a like aggregate principal amount of 2024 Notes
and of like tenor of a different authorized denomination, as requested by the Holder surrendering
the same.



No service charge shall be made for any such registration of transfer or exchange, but the
Issuer may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



In the event of any redemption or purchase in part, the Issuer shall not be required to (i)
issue, exchange or register the transfer of this 2024 Note for a period of 15 days next preceding
the mailing of the notice of redemption of 2024 Notes or (ii) exchange or register the transfer of
any 2024 Note or any portion thereof selected, called or being called for redemption, except in the
case of any 2024 Note to be redeemed in part, the portion thereof not so to be redeemed.



Prior to due presentment of this 2024 Note for registration of transfer, the Issuer, the
Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this 2024
Note is registered as the owner hereof for all purposes, whether or not this 2024 Note be overdue,
and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.



The Issuer will be responsible for making all calculations called for under the 2024 Notes.
These calculations include, but are not limited to, determination of the market prices for the
Common Stock, the Conversion Value, the Principal Return, the Net Share Amount, accrued interest
payable on the 2024 Notes and the Conversion Price of the 2024 Notes. The Issuer will make these
calculations in good faith and, absent manifest error, these calculations will be final and binding
on the Holders. The Issuer will provide to each of the Trustee and the Conversion Agent a schedule
of its calculations, and each of the Trustee and the Conversion Agent is entitled to rely upon the
accuracy of such calculations without independent verification. The Trustee will forward the
Issuer’s calculations to any Holder upon the request of such Holder.



All terms used in this 2024 Note without definition which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.



FORM OF CONVERSION NOTICE




To: CMS Energy Corporation



The undersigned registered holder of this 2024 Note hereby exercises the option to convert
this 2024 Note, or portion hereof (which is $1,000 principal amount or an integral multiple
thereof) designated below, for cash and shares of Common Stock of CMS Energy Corporation in
accordance with the terms of the Indenture referred to in this 2024 Note, and directs that the
shares, if any, issuable and deliverable upon such conversion, together with any check for cash
deliverable upon such conversion, and any 2024 Notes representing any unconverted principal amount
hereof, be issued and delivered to the registered holder hereof unless a different name has been
indicated below. If shares or any portion of this 2024 Note not converted are to be issued in the
name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable
with respect thereto.



This notice shall be deemed to be an irrevocable exercise of the option to convert this 2024
Note.



	 	 	 	 	 
	Dated:	 	Signature(s)

	 
	 	 	 	 
	 	 	Signature(s) must be guaranteed by a commercial bank or trust company or a member
firm of a major stock exchange if cash or shares of Common Stock are to be
issued, or 2024 Notes to be delivered, other than to or in the name of the
registered holder.

	 
	 	 	 	 
	 	 	Signature Guarantee

	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Fill in for registration of

shares if to be delivered,

and 2024 Notes if to be

issued other than to and in

the name of registered

holder:

	 	











	 	











	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	(Name)

	 	 	 	Principal amount to be purchased

(if less than all):
	 
	 	 	 	 
	(Street Address)

	 	 	 	$   ,000
	 
	 	 	 	 
	(City, state and zip code)

	 	 	 	Social Security or other taxpayer

number
	 
	 	 	 	 
	Please print name and address

	 	

	 	








SECTION 2.05. Form of Trustee’s Certificate of Authentication. The Trustee’s certificates of
authentication shall be in substantially the following form:



This is one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.




J.P. MORGAN TRUST COMPANY, N.A.,


as Trustee



By__________________________





Authorized Officer



ARTICLE III




PURCHASE UPON A FUNDAMENTAL CHANGE




SECTION 3.01. Purchase at the Option of the Holder Upon a Fundamental Change. If a
Fundamental Change shall occur at any time prior to December 1, 2011, each Holder shall have the
right, at such Holder’s option, to require the Issuer to purchase any or all of such Holder’s 2024
Notes for cash or a check on the date that is no earlier than 60 days nor later than 90 days after
the date of the Issuer Notice of the occurrence of such Fundamental Change (subject to extension to
comply with applicable law, as provided in Section 5.04) (the “Fundamental Change Purchase Date”).
The 2024 Notes shall be repurchased in integral multiples of $1,000 of the principal amount. The
Issuer shall purchase such 2024 Notes at a price (the “Fundamental Change Purchase Price”) equal to
100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest, if any,
to the Fundamental Change Purchase Date. No 2024 Notes may be purchased at the option of the
Holders upon a Fundamental Change if there has occurred and is continuing an Event of Default
(other than an Event of Default that is cured by the payment of the Fundamental Change Purchase
Price of the 2024 Notes).



SECTION 3.02. Notice of Fundamental Change. The Issuer, or at its request (which must be
received by the Paying Agent at least three Business Days (or such lesser period as agreed to by
the Paying Agent) prior to the date the Paying Agent is requested to give such notice as described
below), the Paying Agent, in the name of and at the expense of the Issuer, shall mail to all
Holders and the Trustee and the Paying Agent an Issuer Notice of the occurrence of a Fundamental
Change and of the purchase right arising as a result thereof, including the information required by
Section 5.01 hereof, on or before the 30th day after the occurrence of such Fundamental Change.



SECTION 3.03. Exercise of Option. For a 2024 Note to be so purchased at the option of the
Holder, the Paying Agent must receive such 2024 Note duly endorsed for transfer, together with a
written notice of purchase in the form attached hereto as Exhibit A (a “Fundamental Change
Purchase Notice”) and the form entitled “Form of Fundamental Change Purchase Notice” on the reverse
thereof duly completed, on or before the 30th day prior to the occurrence of such Fundamental
Change, subject to extension to comply with applicable law. The Fundamental Change Purchase Notice
shall state:




(a) if certificated, the certificate numbers of the 2024 Notes which the Holder shall
deliver to be purchased, or, if not certificated, the Fundamental Change Purchase Notice
must comply with appropriate Depositary procedures;




(b) the portion of the principal amount of the 2024 Notes which the Holder shall deliver to
be purchased, which portion must be $1,000 in principal amount or an integral multiple
thereof; and




(c) that such 2024 Notes shall be purchased as of the Fundamental Change Purchase Date
pursuant to the terms and conditions specified in the 2024 Notes and in this Seventeenth
Supplemental Indenture.



SECTION 3.04. Procedures. The Issuer shall purchase from a Holder, pursuant to this Article
III, 2024 Notes if the principal amount of such 2024 Notes is $1,000 or a multiple of $1,000 if so
requested by such Holder.



Any purchase by the Issuer contemplated pursuant to the provisions of this Article III shall
be consummated by the delivery of the Fundamental Change Purchase Price to be received by the
Holder promptly following the later of the Fundamental Change Purchase Date or the time of
book-entry transfer or delivery of the 2024 Notes.



Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the
Fundamental Change Purchase Notice contemplated by Section 3.03 hereof shall have the right at any
time prior to the close of business on the Business Day prior to the Fundamental Change Purchase
Date to withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivery of a
written notice of withdrawal to the Paying Agent in accordance with Section 5.02 hereof.



The Paying Agent shall promptly notify the Issuer of the receipt by it of any Fundamental
Change Purchase Notice or written notice of withdrawal thereof.



On or before 10:00 a.m. (New York City time) on the Fundamental Change Purchase Date, the
Issuer shall deposit with the Paying Agent (or if the Issuer or an Affiliate of the Issuer is
acting as the Paying Agent, shall segregate and hold in trust) money sufficient to pay the
aggregate Fundamental Change Purchase Price of the 2024 Notes to be purchased pursuant to this
Article III. Payment by the Paying Agent of the Fundamental Change Purchase Price for such 2024
Notes shall be made promptly following the later of the Fundamental Change Purchase Date or the
time of book-entry transfer or delivery of such 2024 Notes. If the Paying Agent holds, in
accordance with the terms of the Indenture, money sufficient to pay the Fundamental Change Purchase
Price of such 2024 Notes on the Business Day following the Fundamental Change Purchase Date, then,
on and after such date, such 2024 Notes shall cease to be outstanding and interest on such 2024
Notes shall cease to accrue, whether or not book-entry transfer of such 2024 Notes is made or such
2024 Notes are delivered to the Paying Agent, and all other rights of the Holder shall terminate
(other than the right to receive the Fundamental Change Purchase Price upon delivery or transfer of
the 2024 Notes). Nothing herein shall preclude any withholding tax required by law.



The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that
the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by
the Paying Agent for the payment of the Fundamental Change Purchase Price and shall notify the
Trustee of any default by the Issuer in making any such payment. If the Issuer or an Affiliate of
the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold
it as a separate trust fund. The Issuer at any time may require a Paying Agent to deliver all
money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon
doing so, the Paying Agent shall have no further liability for the cash delivered to the Trustee.



All questions as to the validity, eligibility (including time of receipt) and acceptance of
any 2024 Notes for redemption shall be determined by the Issuer, whose determination shall be final
and binding.



ARTICLE IV




OPTIONAL PURCHASE





SECTION 4.01 Purchase of 2024 Notes by the Issuer at the Option of the Holder.




(a) On each of December 1, 2011, December 1, 2014 and December 1, 2019 (each, a “Purchase
Date”), Holders shall have the option to require the Issuer to purchase any 2024 Notes at
the Purchase Price specified in the 2024 Notes, upon:




(i) delivery to the Paying Agent by the Holder of a written notice of purchase in
the form attached hereto as Exhibit B (a “Purchase Notice”) at any time from
the opening of business on the date that is 20 Business Days prior to a Purchase
Date until the close of business on the fifth Business Day prior to such Purchase
Date, stating:




(A) if certificated, the certificate numbers of the 2024 Notes which the
Holder will deliver to be purchased, or, if not certificated, the Purchase
Notice must comply with appropriate Depositary procedures;




(B) the portion of the principal amount of the 2024 Notes which the Holder
will deliver to be purchased, which portion must be $1,000 in principal
amount or an integral multiple thereof; and




(C) that such 2024 Notes shall be purchased as of the Purchase Date pursuant
to the terms and conditions specified in the 2024 Notes and in this
Seventeenth Supplemental Indenture; and




(ii) delivery or book-entry transfer of such 2024 Notes to the Paying Agent prior
to, on or after the Purchase Date (together with all necessary endorsements) at the
offices of the Paying Agent, such delivery or transfer being a condition to receipt
by the Holder of the Purchase Price therefor; provided, however, that such Purchase
Price shall be so paid pursuant to this Section 4.01 only if the 2024 Notes so
delivered or transferred to the Paying Agent shall conform in all respects to the
description thereof in the related Purchase Notice.




(b) The Issuer shall purchase from a Holder, pursuant to the terms of this Section 4.01,
2024 Notes if the principal amount of such 2024 Notes is $1,000 or a multiple of $1,000 if
so requested by such Holder.




(c) Any purchase by the Issuer contemplated pursuant to the provisions of this Section 4.01
shall be consummated by the delivery of the Purchase Price to be received by the Holder
promptly following the later of the Purchase Date or the time of book-entry transfer or
delivery of the 2024 Notes.




(d) Notwithstanding anything herein to the contrary, any Holder delivering to the Paying
Agent the Purchase Notice contemplated by this Section 4.01 shall have the right at any time
prior to the close of business on the Business Day prior to the Purchase Date to withdraw
such Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to
the Paying Agent in accordance with Section 5.02 hereof.




(e) The Paying Agent shall promptly notify the Issuer of the receipt by it of any Purchase
Notice or written notice of withdrawal thereof.




(f) On or before 10:00 a.m. (New York City time) on the Purchase Date, the Issuer shall
deposit with the Paying Agent (or if the Issuer or an Affiliate of the Issuer is acting as
the Paying Agent, shall segregate and hold in trust) money sufficient to pay the aggregate
Purchase Price of the 2024 Notes to be purchased pursuant to this Section 4.01. Payment by
the Paying Agent of the Purchase Price for such Notes shall be made promptly following the
later of the Purchase Date or the time of book-entry transfer or delivery of such 2024
Notes. If the Paying Agent holds, in accordance with the terms of the Indenture, money
sufficient to pay the Purchase Price of such 2024 Notes on the Business Day following the
Purchase Date, then, on and after such date, such 2024 Notes shall cease to be outstanding
and interest on such 2024 Notes shall cease to accrue, whether or not book-entry transfer of
such 2024 Notes is made or such 2024 Notes are delivered to the Paying Agent, and all other
rights of the Holder shall terminate (other than the right to receive the Purchase Price
upon delivery or transfer of the 2024 Notes).




(g) The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing
that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all
money held by the Paying Agent for the payment of the Purchase Price and shall notify the
Trustee of any default by the Issuer in making any such payment. If the Issuer or an
Affiliate of the Issuer acts as Paying Agent, it shall segregate the money held by it as
Paying Agent and hold it as a separate trust fund. The Issuer at any time may require a
Paying Agent to deliver all money held by it to the Trustee and to account for any funds
disbursed by the Paying Agent. Upon doing so, the Paying Agent shall have no further
liability for the cash delivered to the Trustee.



ARTICLE V




CONDITIONS AND PROCEDURES FOR PURCHASES AT OPTION OF HOLDERS




SECTION 5.01. Notice of Purchase Date or Fundamental Change. The Issuer shall send notices
(each, an “Issuer Notice”) to the Holders (and to beneficial owners as required by applicable law)
at their addresses shown in the Security Register maintained by the Security Registrar, and
delivered to the Trustee and Paying Agent, not less than 20 Business Days prior to each Purchase
Date, or on or before the 30th day after the occurrence of the Fundamental Change, as the case may
be (each such date of delivery, an “Issuer Notice Date”). Each Issuer Notice shall include a form
of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall
state:




(a) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued
and unpaid interest, Conversion Rate at the time of such notice (and any adjustments to the
Conversion Rate) and, to the extent known at the time of such notice, the amount of
interest, if any, that will be payable with respect to the 2024 Notes on the applicable
Purchase Date or Fundamental Change Purchase Date;




(b) if the notice relates to a Fundamental Change, the events causing the Fundamental Change
and the date of the Fundamental Change;




(c) the Purchase Date or Fundamental Change Purchase Date;




(d) the last date on which a Holder may exercise its purchase right;




(e) the name and address of the Paying Agent and the Conversion Agent;




(f) that 2024 Notes must be surrendered to the Paying Agent to collect payment of the
Purchase Price or Fundamental Change Purchase Price;




(g) that 2024 Notes as to which a Purchase Notice or Fundamental Change Purchase Notice has
been given may be converted only if the applicable Purchase Notice or Fundamental Change
Purchase Notice has been withdrawn in accordance with the terms of this Seventeenth
Supplemental Indenture;




(h) that the Purchase Price or Fundamental Change Purchase Price for any 2024 Notes as to
which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been
given and not withdrawn shall be paid by the Paying Agent promptly following the later of
the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of
book-entry transfer or delivery of such 2024 Notes;




(i) the procedures the Holder must follow under Article III or Article IV hereof, as
applicable, and Article V hereof;




(j) briefly, the conversion rights of the 2024 Notes;




(k) that, unless the Issuer defaults in making payment of such Purchase Price or Fundamental
Change Purchase Price on 2024 Notes covered by any Purchase Notice or Fundamental Change
Purchase Notice, as applicable, interest will cease to accrue on and after the Purchase Date
or Fundamental Change Purchase Date, as applicable;




(l) the CUSIP or ISIN number of the 2024 Notes; and




(m) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice.



In connection with providing such Issuer Notice, the Issuer will issue a press release and
publish a notice containing the information in such Issuer Notice in a newspaper of general
circulation in The City of New York or publish such information on the Issuer’s then existing Web
site or through such other public medium as the Issuer may use at the time.



At the Issuer’s request, made at least five Business Days prior to the date upon which such
notice is to be mailed, and at the Issuer’s expense, the Paying Agent shall give the Issuer Notice
in the Issuer’s name; provided, however, that, in all cases, the text of the Issuer Notice shall be
prepared by the Issuer.



SECTION 5.02. Effect of Purchase Notice or Fundamental Change Purchase Notice; Effect of
Event of Default. Upon receipt by the Issuer of the Purchase Notice or Fundamental Change Purchase
Notice specified in Section 4.01 or Section 3.03 hereof, as applicable, the Holder of the 2024
Notes in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case
may be, was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is
withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely
the Purchase Price or Fundamental Change Purchase Price with respect to such 2024 Notes. Such
Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent to such
Holder promptly following the later of (x) the Purchase Date or the Fundamental Change Purchase
Date, as the case may be, with respect to such 2024 Notes (provided the conditions in Section 4.01
or Section 3.03 hereof, as applicable, have been satisfied) and (y) the time of delivery or
book-entry transfer of such 2024 Notes to the Paying Agent by the Holder thereof in the manner
required by Section 4.01 or Section 3.03 hereof, as applicable. 2024 Notes in respect of which a
Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been given by the
Holder thereof may not be converted for shares of Common Stock on or after the date of the delivery
of such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, unless such
Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has first been validly
withdrawn as specified in the following two paragraphs.



A Purchase Notice or Fundamental Change Purchase Notice, as the case may be, may be withdrawn
by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time
prior to 5:00 p.m. New York City time on the Business Day prior to the Purchase Date or the
Fundamental Change Purchase Date, as the case may be, to which it relates specifying:




(a) if certificated, the certificate number of the 2024 Notes in respect of which such
notice of withdrawal is being submitted, or, if not certificated, the written notice of
withdrawal must comply with appropriate Depositary procedures;




(b) the principal amount of the 2024 Notes with respect to which such notice of withdrawal
is being submitted; and




(c) the principal amount, if any, of such 2024 Notes which remains subject to the original
Purchase Notice or Fundamental Change Purchase Notice, as the case may be, and which has
been or shall be delivered for purchase by the Issuer.



There shall be no purchase of any 2024 Notes pursuant to Article III or Article IV hereof if
an Event of Default has occurred and is continuing (other than a default that is cured by the
payment of the Purchase Price or Fundamental Change Purchase Price, as the case may be). The
Paying Agent shall promptly return to the respective Holders thereof any 2024 Notes (x) with
respect to which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has
been withdrawn in compliance with this Seventeenth Supplemental Indenture, or (y) held by it during
the continuance of an Event of Default (other than a default that is cured by the payment of the
Purchase Price or Fundamental Change Purchase Price, as the case may be) in which case, upon such
return, the Purchase Notice or Fundamental Change Purchase Notice with respect thereto shall be
deemed to have been withdrawn.



SECTION 5.03. 2024 Notes Purchased in Part. Any 2024 Notes that are to be purchased only in
part shall be surrendered at the office of the Paying Agent (with, if the Issuer or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form satisfactory to the
Issuer and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly
authorized in writing) and the Issuer shall execute and the Trustee or the Authenticating Agent
shall authenticate and deliver to the Holder of such 2024 Notes, without service charge, a new 2024
Note or 2024 Notes, of any authorized denomination as requested by such Holder in aggregate
principal amount equal to, and in exchange for, the portion of the principal amount of the 2024
Notes so surrendered which is not purchased or redeemed.



SECTION 5.04. Covenant to Comply with Securities Laws Upon Purchase of 2024 Notes. In
connection with any offer to purchase 2024 Notes under Article III or Article IV hereof, the Issuer
shall, to the extent applicable: (a) comply with Rules 13e-4 and 14e-1 (and any successor
provisions thereto) under the Exchange Act, if applicable; (b) file the related Schedule TO (or any
successor schedule, form or report) under the Exchange Act, if applicable; and (c) otherwise comply
with all applicable federal and state securities laws so as to permit the rights and obligations
under Article III or Article IV hereof to be exercised in the time and in the manner specified in
Article III or Article IV hereof.



SECTION 5.05. Repayment to the Issuer. The Trustee and the Paying Agent shall return to the
Issuer any cash or property that remains unclaimed as provided in the 2024 Notes, together with
interest that the Trustee or Paying Agent, as the case may be, has agreed to pay, if any, held by
them for the payment of a Purchase Price or Fundamental Change Purchase Price, as the case may be;
provided, however, that to the extent that the aggregate amount of cash or property deposited by
the Issuer pursuant to Section 4.01(f) or Section 3.04 hereof, as applicable, exceeds the aggregate
Purchase Price or Fundamental Change Purchase Price, as the case may be, of the 2024 Notes or
portions thereof which the Issuer is obligated to purchase as of the Purchase Date or Fundamental
Change Purchase Date, as the case may be, then promptly on and after the Business Day following the
Purchase Date or Fundamental Change Purchase Date, as the case may be, the Trustee and the Paying
Agent shall return any such excess to the Issuer together with interest that the Trustee or Paying
Agent, as the case may be, has agreed to pay, if any.



SECTION 5.06. Officers’ Certificate. At least five Business Days before the Issuer Notice
Date, the Issuer shall deliver an Officers’ Certificate to the Trustee (provided, that, at the
Issuer’s option, the matters to be addressed in such Officers’ Certificate may be divided among two
such certificates) specifying:




(a) the manner of payment selected by the Issuer; and




(b) whether the Issuer desires the Trustee to give the Issuer Notice required by Section
5.01 hereof.



ARTICLE VI




CONVERSION OF 2024 NOTES




SECTION 6.01. Right to Convert. A Holder may convert its 2024 Notes for cash and shares of
Common Stock at any time during which the conditions stated in the 2024 Notes are met. The amount
of cash and number of shares of Common Stock issuable upon conversion of a 2024 Note per $1,000
principal amount (the “Conversion Rate”) shall be that set forth in Section 6.13 hereof, subject to
adjustment as herein set forth. The initial Conversion Rate is approximately 67.7966 shares of
Common Stock issuable upon conversion of a 2024 Note per $1,000 principal amount.



A Holder may convert a portion of the principal amount of 2024 Notes if the portion is $1,000
or a multiple of $1,000.



SECTION 6.02. Conversion Procedures. To convert 2024 Notes, a Holder must satisfy the
requirements in this Section 6.02 and in the 2024 Notes. The date on which the Holder satisfies
all those requirements is the conversion date (the “Conversion Date”). Subject to the procedures
set forth in Section 6.13 hereof, as soon as practicable, but in no event later than the fifth
Business Day following the Conversion Date, the Issuer shall deliver the Conversion Value in cash
and deliver the Common Stock by either of the following methods: (i) update the global security
representing the shares of Common Stock to record the Holder’s interests in the Common Stock; or
(ii) deliver to the Holder, through the Conversion Agent, a certificate for the number of full
shares of Common Stock representing Net Shares, if any, together with, in either case, cash or a
check in lieu of any fractional share determined pursuant to Section 6.03 hereof. The Person in
whose name the certificate is registered shall be treated as a stockholder of record on and after
the Conversion Date; provided, however, that no surrender of 2024 Notes on any date when the stock
transfer books of the Issuer shall be closed shall be effective to constitute the Person or Persons
entitled to receive the cash and shares of Common Stock upon such conversion as the record holder
or holders of such shares of Common Stock on such date, but such surrender shall be effective to
constitute the Person or Persons entitled to receive such cash and shares of Common Stock as the
record holder or holders thereof for all purposes at the close of business on the next succeeding
day on which such stock transfer books are open; such conversion shall be at the Conversion Rate in
effect on the date that such 2024 Notes shall have been surrendered for conversion, as if the stock
transfer books of the Issuer had not been closed. Upon conversion of 2024 Notes, such Person shall
no longer be a Holder of such 2024 Notes.



No payment or adjustment shall be made for dividends on or other distributions with respect to
any Common Stock except as provided in Section 6.06 hereof or as otherwise provided in this
Indenture.



On conversion of 2024 Notes, delivery of the Principal Return and the Net Shares (together
with the cash or check payment, if any, in lieu of fractional shares) will be deemed to satisfy the
Issuer’s obligation to pay the principal amount of the converted 2024 Notes as well as accrued
interest with respect to the converted 2024 Notes. Accrued interest on the 2024 Notes shall be
deemed canceled, extinguished or forfeited, rather than paid in full.



If a Holder converts more than one 2024 Note at the same time, the amount of cash and number
of shares of Common Stock issuable upon the conversion shall be based on the total principal amount
of the 2024 Notes converted.



Upon surrender of a 2024 Note that is converted in part, the Issuer shall execute, and the
Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new 2024 Note
in an authorized denomination equal in principal amount to the unconverted portion of the 2024 Note
surrendered.



If the last day on which 2024 Notes may be converted is a legal holiday in a place where a
Conversion Agent is located, the 2024 Notes may be surrendered to that Conversion Agent on the next
succeeding day that it is not a legal holiday.



SECTION 6.03. Cash or Check Payments in Lieu of Fractional Shares. The Issuer shall not
issue a fractional share of Common Stock upon conversion of 2024 Notes. Instead the Issuer shall
deliver cash (or Issuer’s check) for the current market value of the fractional share. The current
market value of a fractional share shall be determined to the nearest 1/10,000th of a share by
multiplying the Last Reported Sale Price of a full share of Common Stock on the Trading Day
immediately preceding the Conversion Date by the fractional amount and rounding the product to the
nearest whole cent.



SECTION 6.04. Taxes on Conversion. If a Holder converts 2024 Notes, the Issuer shall pay any
documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock upon
the conversion. However, the Holder shall pay any such tax which is due because the Holder
requests the shares to be issued in a name other than the Holder’s name. The Conversion Agent may
refuse to deliver the certificates representing the Common Stock being issued in a name other than
the Holder’s name until the Conversion Agent receives a sum sufficient to pay any tax which shall
be due because the shares are to be issued in a name other than the Holder’s name. Nothing herein
shall preclude any withholding tax required by law.



SECTION 6.05. Covenants of the Issuer. The Issuer shall, prior to issuance of any 2024 Notes
hereunder, and from time to time as may be necessary, reserve out of its authorized but unissued
Common Stock a sufficient number of shares of Common Stock to permit the conversion of the 2024
Notes.



All shares of Common Stock delivered upon conversion of the 2024 Notes shall be newly issued
shares or treasury shares, shall be duly and validly issued and fully paid and nonassessable and
shall be free from preemptive rights and free of any lien or adverse claim.



The Issuer shall endeavor promptly to comply with all federal and state securities laws
regulating the order and delivery of shares of Common Stock upon the conversion of 2024 Notes, if
any, and shall cause to have listed or quoted all such shares of Common Stock on each United States
national securities exchange or over-the-counter or other domestic market on which the Common Stock
is then listed or quoted.



SECTION 6.06. Adjustments to Conversion Rate. The Conversion Rate shall be adjusted from
time to time, without duplication, as follows:




(a) In case the Issuer shall: (i) pay a dividend, or make a distribution, exclusively in
 shares of its capital stock, on the Common Stock; (ii) subdivide its outstanding Common
Stock into a greater number of shares; (iii) combine its outstanding Common Stock into a
smaller number of shares; or (iv) reclassify its Common Stock, the Conversion Rate in effect
immediately prior to the record date or effective date, as the case may be, for the
adjustment pursuant to this Section 6.06(a) as described below, shall be adjusted so that
the Holder of any 2024 Notes thereafter surrendered for conversion shall be entitled to
receive the cash and number of shares of Common Stock of the Issuer which such Holder would
have owned or have been entitled to receive after the happening of any of the events
described above had such 2024 Notes been converted immediately prior to such record date or
effective date, as the case may be. An adjustment made pursuant to this Section 6.06(a)
shall become effective immediately after the applicable record date in the case of a
dividend or distribution and shall become effective immediately after the applicable
effective date in the case of subdivision, combination or reclassification of the Issuer’s
Common Stock. If any dividend or distribution of the type described in clause (i) above is
not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate
which would then be in effect if such dividend or distribution had not been declared.




(b) In case the Issuer shall issue rights or warrants to all holders of the Common Stock
entitling them (for a period expiring within 60 days after the date of issuance of such
rights or warrants) to subscribe for or purchase Common Stock at a price per share less than
the Market Price per share of Common Stock on the record date fixed for determination of
shareholders entitled to receive such rights or warrants, the Conversion Rate in effect
immediately after such record date shall be adjusted so that the same shall equal the
Conversion Rate determined by multiplying the Conversion Rate in effect immediately after
such record date by a fraction of which (i) the numerator shall be the number of shares of
Common Stock outstanding on such record date plus the number of additional shares of Common
Stock offered for subscription or purchase, and (ii) the denominator shall be the number of
 shares of Common Stock outstanding on such record date plus the number of shares which the
aggregate offering price of the total number of shares so offered would purchase at the
Market Price per share of Common Stock on the earlier of such record date or the Trading Day
immediately preceding the ex date for such issuance of rights or warrants. Such adjustment
shall be made successively whenever any such rights or warrants are issued, and shall become
effective immediately after the opening of business on the day following the record date for
the determination of shareholders entitled to receive such rights or warrants. To the
extent that shares of Common Stock are not delivered after the expiration of such rights or
warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be
in effect had the adjustments made upon the issuance of such rights or warrants been made on
the basis of delivery of only the number of shares of Common Stock actually delivered. If
such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be
the Conversion Rate which would then be in effect if such record date for the determination
of shareholders entitled to receive such rights or warrants had not been fixed. In
determining whether any rights or warrants entitle the holders to subscribe for or purchase
 shares of Common Stock at less than such Market Price, and in determining the aggregate
offering price of such shares of Common Stock, there shall be taken into account any
consideration received by the Issuer for such rights or warrants, the value of such
consideration, if other than cash, to be determined by the Board of Directors.




(c) In case the Issuer shall, by dividend or otherwise, distribute to all holders of Common
Stock any assets, debt securities or rights or warrants to purchase any of its securities
(excluding (i) any dividend, distribution or issuance covered by those referred to in
Section 6.06(a) or Section 6.06(b) hereof and (ii) any dividend or distribution paid
exclusively in cash) (any of the foregoing hereinafter in this Section 6.06(c) called the
“Distributed Assets or Securities”) in an aggregate amount per share of Common Stock that,
combined together with the aggregate amount of any other such distributions to all holders
of its Common Stock made within the 12 months preceding the date of payment of such
distribution, and in respect of which no adjustment pursuant to this Section 6.06(c) has
been made, exceeds 15% of the Market Price on the Trading Day immediately preceding the
declaration of such distribution, then the Conversion Rate shall be adjusted so that the
same shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect
immediately prior to the close of business on the record date mentioned below by a fraction
of which (A) the numerator shall be the Market Price per share of the Common Stock on the
earlier of such record date or the Trading Day immediately preceding the ex date for such
dividend or distribution, and (B) the denominator shall be (1) the Market Price per share of
the Common Stock on the earlier of such record date or the Trading Day immediately preceding
the ex date for such dividend or distribution less (2) the Fair Market Value on the earlier
of such record date or the Trading Day immediately preceding the ex date for such dividend
or distribution (as determined by the Board of Directors, whose determination shall be
conclusive, and described in a certificate filed with the Trustee and the Paying Agent) of
the Distributed Assets or Securities so distributed applicable to one share of Common Stock.
Such adjustment shall become effective immediately after the record date for the
determination of shareholders entitled to receive such distribution; provided, however,
that, if (i) the Fair Market Value of the portion of the Distributed Assets or Securities so
distributed applicable to one share of Common Stock is equal to or greater than the Market
Price of the Common Stock on the record date for the determination of shareholders entitled
to receive such distribution or (ii) the Market Price of the Common Stock on the record date
for the determination of shareholders entitled to receive such distribution is greater than
the Fair Market Value per share of such Distributed Assets or Securities by less than $1.00,
then, in lieu of the foregoing adjustment, adequate provision shall be made so that each
Holder shall have the right to receive upon conversion, in addition to the cash and shares
of Common Stock, the kind and amount of assets, debt securities, or rights or warrants
comprising the Distributed Assets or Securities the Holder would have received had such
Holder converted such 2024 Notes immediately prior to the record date for the determination
of shareholders entitled to receive such distribution. In the event that such distribution
is not so paid or made, the applicable Conversion Rate shall again be adjusted to the
Conversion Rate which would then be in effect if such distribution had not been declared.




(d) In case the Issuer shall declare a cash dividend or cash distribution to all or
substantially all of the holders of Common Stock, the Conversion Rate shall be increased so
that the applicable Conversion Rate shall equal the price determined by multiplying the
Conversion Rate in effect immediately prior to the record date for such dividend or
distribution by a fraction, (i) the numerator of which shall be the average of the Last
Reported Sale Price of the Common Stock for the five consecutive Trading Days ending on the
Trading Day immediately preceding the record date for such dividend or distribution (the
“Pre-Dividend Sale Price”) and (ii) the denominator of which shall be the Pre-Dividend Sale
Price, minus the full amount of such cash dividend or cash distribution applicable to one
share of Common Stock (the “Dividend Adjustment Amount”), with such adjustment to become
effective immediately after the record date for such dividend or distribution; provided that
if the denominator of the foregoing fraction is less than $1.00 (including a negative
amount), then in lieu of the foregoing adjustment, adequate provision shall be made so that
each Holder shall have the right to receive upon conversion, in addition to the cash and
Common Stock issuable upon such conversion, the amount of cash such Holder would have
received had such Holder converted its 2024 Note solely into Common Stock at the then
applicable Conversion Rate immediately prior to the record date for such cash dividend or
cash distribution. If such cash dividend or cash distribution is not so paid or made, the
applicable Conversion Rate shall again be adjusted to be the Conversion Rate that would then
be in effect if such dividend or distribution had not been declared.




(e) If a Holder elects to convert 2024 Notes in connection with a corporate transaction as
described in Section 2.04(e) hereof that occurs on or prior to December 1, 2011, that
constitutes a Fundamental Change (other than as described in clause (iv) of the definition
of Fundamental Change) and 10% or more of the Fair Market Value of the consideration for the
Common Stock (as determined by the Board of Directors, whose determination shall be
conclusive evidence of such Fair Market Value) in the corporate transaction consists of (i)
cash, (ii) other property or (iii) securities that are not traded or scheduled to be traded
immediately following such transaction on a U.S. national securities exchange or the Nasdaq
National Market, then the Conversion Rate for the 2024 Notes surrendered for conversion by
such Holder shall be adjusted so that such Holder will be entitled to receive cash and
 shares of Common Stock equal to the sum of (A) the Conversion Value and (B) the number of
additional shares of Common Stock (the “Additional Shares”) determined in the manner set
forth below, subject in each case to the Issuer’s payment elections as described in Section
6.13 hereof. For the avoidance of doubt, the adjustment provided for in this Section
6.06(e) shall only be made with respect to the 2024 Notes being converted in connection with
such Fundamental Change and shall not be effective as to any 2024 Notes not so converted.




The number of Additional Shares will be determined by reference to the table below,
based on the date on which such corporate transaction becomes effective (the “Effective
Date”) and the Share Price; provided that if the Share Price is between two Share Price
amounts in the table below or the Effective Date is between two Effective Dates in the table
below, the number of Additional Shares will be determined by a straight-line interpolation
between the number of Additional Shares set forth for the higher and lower Share Price
amounts and the two dates, as applicable, based on a 365-day year.




The Share Prices set forth in the first row of the table below (i.e., column headers)
will be adjusted as of any date on which the applicable Conversion Rate of the 2024 Notes is
adjusted pursuant to this Section 6.06. The adjusted Share Prices will equal the Share
Prices applicable immediately prior to such adjustment, multiplied by a fraction, the
numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to
the Share Price adjustment and the denominator of which is the Conversion Rate as so
adjusted.




The following table sets forth the hypothetical Share Price and number of Additional
Shares to be received per $1,000 principal amount of 2024 Notes:



Share Price




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Effective Date	 	$10.17	 	$11.00	 	$12.00	 	$13.00	 	$14.00	 	$15.00	 	$16.00	 	$17.00	 	$18.00	 	$19.00	 	$20.00	 	$25.00	 	$30.00	 	$40.00	 	$50.00
	December 13, 2004.
	 	 	30.5	 	 	 	28.1	 	 	 	24.1	 	 	 	20.9	 	 	 	18.3	 	 	 	16.2	 	 	 	14.4	 	 	 	13.0	 	 	 	11.7	 	 	 	10.7	 	 	 	9.8	 	 	 	6.7	 	 	 	5.0	 	 	 	3.1	 	 	 	0.0	 
	December 1, 2005
	 	 	30.5	 	 	 	27.3	 	 	 	23.2	 	 	 	19.9	 	 	 	17.3	 	 	 	15.2	 	 	 	13.4	 	 	 	12.0	 	 	 	10.8	 	 	 	9.8	 	 	 	9.0	 	 	 	6.2	 	 	 	4.6	 	 	 	3.0	 	 	 	0.0	 
	December 1, 2006
	 	 	30.5	 	 	 	27.0	 	 	 	22.6	 	 	 	19.2	 	 	 	16.4	 	 	 	14.3	 	 	 	12.5	 	 	 	11.1	 	 	 	9.9	 	 	 	8.9	 	 	 	8.1	 	 	 	5.5	 	 	 	4.1	 	 	 	2.7	 	 	 	0.0	 
	December 1, 2007
	 	 	30.5	 	 	 	26.6	 	 	 	21.9	 	 	 	18.3	 	 	 	15.4	 	 	 	13.2	 	 	 	11.4	 	 	 	10.0	 	 	 	8.8	 	 	 	7.9	 	 	 	7.1	 	 	 	4.6	 	 	 	3.4	 	 	 	2.3	 	 	 	0.0	 
	December 1, 2008
	 	 	30.5	 	 	 	26.0	 	 	 	21.0	 	 	 	17.1	 	 	 	14.1	 	 	 	11.8	 	 	 	10.0	 	 	 	8.6	 	 	 	7.4	 	 	 	6.5	 	 	 	5.8	 	 	 	3.7	 	 	 	2.7	 	 	 	1.8	 	 	 	0.0	 
	December 1, 2009
	 	 	30.5	 	 	 	25.3	 	 	 	19.8	 	 	 	15.7	 	 	 	12.5	 	 	 	10.1	 	 	 	8.3	 	 	 	6.9	 	 	 	5.8	 	 	 	5.0	 	 	 	4.3	 	 	 	2.7	 	 	 	2.0	 	 	 	1.4	 	 	 	0.0	 
	December 1, 2010
	 	 	30.5	 	 	 	24.4	 	 	 	18.2	 	 	 	13.5	 	 	 	10.0	 	 	 	7.5	 	 	 	5.7	 	 	 	4.5	 	 	 	3.6	 	 	 	3.0	 	 	 	2.5	 	 	 	1.6	 	 	 	1.2	 	 	 	0.9	 	 	 	0.0	 
	December 1, 2011
	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 








The Share Prices and Additional Share amounts set forth above are based upon an
initial Conversion Rate per share of 67.7966 per $1,000 principal amount of 2024 Notes.




If the Share Price is equal to or in excess of $50.00 per share (subject to
adjustment), no Additional Shares will be issued upon conversion.




If the Share Price is less than $10.17 per share (subject to adjustment), no Additional
Shares will be issued upon conversion.




Notwithstanding the foregoing, any adjustment to the applicable Conversion Rate
relating to the issuance of Additional Shares as described in this Section 6.06(e) will not
exceed the Maximum Conversion Rate.




(f) Notwithstanding the foregoing, in the case of a Public Acquirer Change of Control, the
Issuer may, in lieu of increasing the applicable Conversion Rate by Additional Shares as
described in Section 6.06(e) hereof, elect to adjust the applicable Conversion Rate and the
related conversion obligation such that upon conversion the Issuer will deliver cash and a
number of shares of Public Acquirer Common Stock such that the Conversion Rate in effect
immediately before the Public Acquirer Change of Control shall be adjusted by a fraction:




(i) the numerator of which will be the average of the Last Reported Sale Price
of the Common Stock for the five consecutive Trading Days prior to but excluding the
effective date of such Public Acquirer Change of Control; and




(ii) the denominator of which will be the average of the Last Reported Sale
Price of the Public Acquirer Common Stock for the five consecutive Trading Days
commencing on the Trading Day next succeeding the effective date of such Public
Acquirer Change of Control.




A “Public Acquirer Change of Control” means any event described in Section 6.06(e)
hereof that would otherwise obligate the Issuer to increase the Conversion Rate as described
in Section 6.06(e) hereof and the acquirer (or any entity of which the acquirer is a
directly or indirectly wholly-owned Subsidiary and such entity provides a guarantee to the
2024 Notes) has a class of common stock traded on a U.S. national securities exchange or
quoted on the Nasdaq National Market or which will be so traded or quoted when issued or
exchanged in connection with such event (the ‘‘Public Acquirer Common Stock’’).




After the adjustment of the applicable Conversion Rate in connection with a Public
Acquirer Change of Control, the applicable Conversion Rate will be subject to further
similar adjustments in the event that any of the events described in this Section 6.06 occur
thereafter.




The Issuer is required to notify Holders of its election in writing of such
transaction, which notice shall be made five Business Days prior to the effective date of
such Public Acquirer Change of Control. In addition, the Holder can also, subject to certain
conditions, require the Company to repurchase all or a portion of its 2024 Notes as
described under Article III.




(g) With respect to Section 6.06(c) hereof, in the event that the Issuer makes any
distribution to all holders of Common Stock consisting of Equity Interests in a Subsidiary
or other business unit of the Issuer, the Conversion Rate shall be adjusted so that the same
shall equal the Conversion Rate determined by multiplying the Conversion Rate in effect
immediately prior to the close of business on the record date fixed for the determination of
holders of Common Stock entitled to receive such distribution by a fraction of which (i) the
numerator shall be (x) the Spin-off Market Price per share of the Common Stock on such
record date plus (y) the Spin-off Market Price per Equity Interest of the Subsidiary or
other business unit of the Issuer on such record date and (ii) the denominator shall be the
Spin-off Market Price per share of the Common Stock on such record date, such adjustment to
become effective 10 Trading Days after the effective date of such distribution of Equity
Interests in a Subsidiary or other business unit of the Issuer.




(h) Upon conversion of the 2024 Notes, the Holders shall receive, in addition to the cash
and Common Stock issuable upon such conversion, the rights issued under any future
shareholder rights plan the Issuer implements (notwithstanding the occurrence of an event
causing such rights to separate from the Common Stock at or prior to the time of conversion)
unless, prior to conversion, the rights have expired, terminated or been redeemed or
exchanged in accordance with such rights plan. If, and only if, the Holders of 2024 Notes
receive rights under such shareholder rights plans as described in the preceding sentence
upon conversion of their 2024 Notes, then no other adjustment pursuant to this Section 6.06
shall be made in connection with such shareholder rights plans.




(i) For purposes of this Section 6.06, the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Issuer but shall include
 shares issuable in respect of scrip certificates issued in lieu of fractions of shares of
Common Stock. The Issuer shall not pay any dividend or make any distribution on shares of
Common Stock held in the treasury of the Issuer.




(j) Notwithstanding the foregoing, in no event shall the Conversion Rate exceed the maximum
conversion rate specified under this Section 6.06(j) (the “Maximum Conversion Rate”)
as a result of an adjustment pursuant to Sections 6.06(c), 6.06(d) and 6.06(e) hereof. The
Maximum Conversion Rate shall initially be 98.3284 and shall be appropriately adjusted from
time to time for any stock dividends on or subdivisions or combinations of the Common Stock.
The Maximum Conversion Rate shall not apply to any adjustments made pursuant to any of the
events in Section 6.06(a) or Section 6.06(b) hereof.



SECTION 6.07. Calculation Methodology. No adjustment in the Conversion Price need be made
unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price
then in effect, provided that any adjustment that would otherwise be required to be made shall be
carried forward and taken into account in any subsequent adjustment. Except as stated in this
Article VI, the Conversion Rate will not be adjusted for the issuance of Common Stock or any
securities convertible into or exchangeable for Common Stock or carrying the right to purchase any
of the foregoing. Any adjustments that are made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under Article V and Section 6.06 hereof and this
Section 6.07 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case
may be.



SECTION 6.08. When No Adjustment Required. No adjustment to the Conversion Rate need be
made:




(a) upon the issuance of any shares of Common Stock pursuant to any present or future plan
providing for the reinvestment of dividends or interest payable on securities of the Issuer
and the investment of additional optional amounts in shares of Common Stock under any plan;




(b) upon the issuance of any shares of Common Stock or options or rights to purchase those
 shares pursuant to any present or future employee, director or consultant benefit plan or
program of or assumed by the Issuer or any of its Subsidiaries;




(c) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right,
or exercisable, exchangeable or convertible security not described in clause (b) above and
outstanding as of the date of this Seventeenth Supplemental Indenture;




(d) for a change in the par value or no par value of the Common Stock;




(e) for accrued and unpaid interest; or




(f) if Holders are to participate in a merger or consolidation on a basis and with notice
that the Board of Directors determines to be fair and appropriate in light of the basis and
notice on which holders of Common Stock participate in the transaction; provided that the
basis on which the Holders are to participate in the transaction shall not be deemed to be
fair if it would require the conversion of Securities at any time prior to the expiration of
the conversion period specified for such Securities.



To the extent the 2024 Notes become convertible into cash, assets, or property (other than
capital stock of the Issuer or securities to which Section 6.12 hereof applies), no adjustment
shall be made thereafter as to the cash, assets or property. Interest shall not accrue on such
cash.



SECTION 6.09. Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Issuer
shall promptly mail to Holders a notice of the adjustment. The Issuer shall file with the Trustee
and the Conversion Agent such notice. The certificate shall, absent manifest error, be conclusive
evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be
under any duty or responsibility with respect to any such certificate except to exhibit the same to
any Holder desiring inspection thereof.



SECTION 6.10. Voluntary Increase. The Issuer may make such increases in the Conversion Rate,
in addition to those required by Section 6.06 hereof, as the Board of Directors considers to be
advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase
Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or
from any event treated as such for income tax purposes. To the extent permitted by applicable law,
the Issuer may from time to time increase the Conversion Rate by any amount, temporarily or
otherwise, for any period of at least 20 days if the increase is irrevocable during the period and
the Board of Directors shall have made a determination that such increase would be in the best
interests of the Issuer, which determination shall be conclusive. Whenever the Conversion Rate is
so increased, the Issuer shall mail to Holders and file with the Trustee and the Conversion Agent a
notice of such increase. Neither the Trustee nor any Conversion Agent shall be under any duty or
responsibility with respect to any such notice except to exhibit the same to any holder desiring
inspection thereof. The Issuer shall mail the notice at least 15 days before the date the
increased Conversion Rate takes effect. The notice shall state the increased Conversion Rate and
the period it shall be in effect.




SECTION 6.11. Notice to Holders Prior to Certain Actions. In case:




(a) the Issuer shall declare a dividend (or any other distribution) on its Common Stock that
would require an adjustment in the Conversion Rate pursuant to Section 6.06 hereof;




(b) the Issuer shall authorize the granting to all or substantially all the holders of its
Common Stock of rights or warrants to subscribe for or purchase any share of any class or
any other rights or warrants;




(c) of any reclassification or reorganization of the Common Stock of the Issuer (other than
a subdivision or combination of its outstanding Common Stock, or a change in par value, or
from par value to no par value, or from no par value to par value), or of any consolidation
or merger to which the Issuer is a party and for which approval of any shareholders of the
Issuer is required, or of the sale or transfer of all or substantially all of the assets of
the Issuer; or




(d) of the voluntary or involuntary dissolution, liquidation or winding-up of the Issuer,




the Issuer shall cause to be filed with the Trustee and to be mailed to each Holder at its
address appearing on the Security Register, as promptly as possible but in any event at
least 15 days prior to the applicable date hereinafter specified, a notice stating (x) the
date on which a record is to be taken for the purpose of such dividend, distribution or
rights or warrants, or, if a record is not to be taken, the date as of which the holders of
Common Stock of record to be entitled to such dividend, distribution, or rights or warrants
are to be determined or (y) the date on which such reclassification, reorganization,
consolidation, merger, sale, transfer, dissolution, liquidation or winding-up is expected to
become effective or occur, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, reorganization, consolidation, merger,
sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such dividend, distribution,
reclassification, reorganization, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up.



SECTION 6.12. Effect of Reclassification, Consolidation, Merger, Binding Share Exchange or
Sale. If any of the following events occur, namely: (a) any reclassification or change of
outstanding shares of Common Stock (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or combination); (b) any
consolidation, merger, combination or binding share exchange of the Issuer with another Person as a
result of which holders of Common Stock shall be entitled to receive stock, securities or other
property or assets (including cash) with respect to or in exchange for such Common Stock; or (c)
any sale or conveyance of the properties and assets of the Issuer as, or substantially as, an
entirety to any other Person as a result of which holders of Common Stock shall be entitled to
receive stock, securities or other property or assets (including cash) with respect to or in
exchange for such Common Stock, then the Issuer or the successor or purchasing Person, as the case
may be, shall execute with the Trustee a supplemental indenture to the Indenture, providing that
each 2024 Note shall be convertible into the kind and amount of shares of stock and other
securities or property or assets (including cash) receivable upon such reclassification, change,
consolidation, merger, combination, binding share exchange, sale or conveyance by a holder of a
number of shares of Common Stock issuable upon conversion of such 2024 Note immediately prior to
such reclassification, change, consolidation, merger, combination, binding share exchange, sale or
conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section 6.12.



The Issuer shall cause notice of the execution of such supplemental indenture to be mailed to
each Holder, at its address appearing on the Security Register, within 20 days after execution
thereof. Failure to deliver such notice shall not affect the legality or validity of such
supplemental indenture.



The above provisions of this Section 6.12 shall similarly apply to successive
reclassifications, changes, consolidations, mergers, combinations, binding share exchanges, sales
and conveyances.




If this Section 6.12 applies to any event or occurrence, Section 6.06 hereof shall not apply.




SECTION 6.13 Conversion Value of 2024 Notes Tendered.



(a) Subject to certain exceptions described in Sections 2.04(b) and 2.04(e), Holders tendering
the 2024 Notes for conversion shall be entitled to receive, upon conversion of such 2024 Notes,
cash and shares of Common Stock, the value of which (the “Conversion Value”) shall be equal to the
product of:




(i) (A) the aggregate principal amount of 2024 Notes to be converted divided by 1,000
multiplied by (B) the then applicable Conversion Rate; and




(ii) the average of the Common Stock prices for the ten consecutive Trading Days
(appropriately adjusted to take into account the occurrence during such period of stock
splits, stock dividends and similar events) beginning on the second Trading Day immediately
following the day the 2024 Notes are tendered for conversion (the “Ten Day Average Closing
Stock Price”).



(b) Subject to certain exceptions described below and under Sections 2.04(b) and 2.04(e), the
Issuer shall deliver the Conversion Value to converting Holders as follows:




(i) an amount in cash (the “Principal Return”) equal to the lesser of (a) the
Conversion Value of the 2024 Notes to be converted and (b) the aggregate principal amount of
the 2024 Notes to be converted;




(ii) if the Conversion Value of the 2024 Notes to be converted is greater than the
Principal Return, an amount in whole shares (the “Net Shares”), determined as set forth
below, equal to such aggregate Conversion Value less the Principal Return (the “Net Share
Amount”); and




(iii) an amount paid in cash, determined as set forth below, in lieu of any fractional
 shares of Common Stock.



The number of Net Shares to be paid shall be determined by dividing the Net Share Amount by
the Ten Day Average Closing Stock Price. Holders of 2024 Notes will not receive fractional shares
upon conversion of 2024 Notes. In lieu of fractional shares, Holders will receive cash for the
value of the fractional shares, which cash payment shall be based on the Ten Day Average Closing
Stock Price.



The Conversion Value, Principal Return, number of Net Shares and Net Share Amount shall be
determined by the Issuer at the end of the ten consecutive Trading Day period beginning on the
second Trading Day immediately following the day the 2024 Notes are tendered for conversion (the
“Determination Date”).



The Issuer shall pay the Principal Return and cash for fractional shares and deliver the Net
Shares, if any, as promptly as practicable after the Determination Date, but in no event later than
five Business Days thereafter. Except as provided in Section 2.04, delivery of the Principal
Return, Net Shares and cash in lieu of fractional shares shall be deemed to satisfy the Issuer’s
obligation to pay the principal amount of a converted 2024 Note, including accrued but unpaid
interest thereon. Any accrued and unpaid interest payable on a converted 2024 Note shall be deemed
canceled, extinguished or forfeited rather than paid in full.



(c) Neither the Trustee nor the Conversion Agent has any duty to determine or calculate the
Conversion Value, Principal Return, number of Net Shares, the Net Share Amount or any other
computation required under this Section 6.13, all of which shall be determined by the Issuer (or
the Trustee, as the case may be) in accordance with the provisions of this Indenture, and the
Trustee and Conversion Agent shall not be under any responsibility to determine the correctness of
any such determinations and/or calculations and may conclusively rely on the correctness thereof.



SECTION 6.14. Responsibility of Trustee. The Trustee and any other Conversion Agent shall
not at any time be under any duty or responsibility to any Holder to either calculate the
Conversion Rate or determine whether any facts exist which may require any adjustment of the
Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when
made, or with respect to the method employed, or herein or in any supplemental indenture provided
to be employed, in making the same and shall be protected in relying upon an Officers’ Certificate
with respect to the same. The Trustee and any other Conversion Agent shall not be accountable with
respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any
securities or property, which may at any time be issued or delivered upon the conversion of any
2024 Notes and the Trustee and any other Conversion Agent make no representations with respect
thereto. Subject to the provisions of Article Six of the Original Indenture, neither the Trustee
nor any Conversion Agent shall be responsible for any failure of the Issuer to issue, transfer or
deliver any shares of Common Stock or stock certificates or other securities or property or cash
upon the surrender of any 2024 Notes for the purpose of conversion or to comply with any of the
duties, responsibilities or covenants of the Issuer contained in this Section 6.14. Without
limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be
under any responsibility to determine the correctness of any provisions contained in any
supplemental indenture entered into pursuant to Article VI hereof relating either to the kind or
amount of shares of stock or securities or property (including cash) receivable by Holders upon the
conversion of their 2024 Notes after any event referred to in such Section 6.12 or to any
adjustment to be made with respect thereto, but, subject to the provisions of Article Six of the
Original Indenture, may accept as conclusive evidence of the correctness of any such provisions,
and shall be protected in relying upon, the Officers’ Certificate (which the Issuer shall be
obligated to file with the Trustee prior to the execution of any such supplemental indenture) with
respect thereto.



SECTION 6.15. Simultaneous Adjustments. In the event that Section 6.06 hereof requires
adjustments to the Conversion Rate under more than one of Section 6.06(a), Section 6.06(b), Section
6.06(c) or Section 6.06(d) hereof, and the Record Dates for the distributions giving rise to such
adjustments shall occur on the same date, then such adjustments shall be made by applying, first,
the provisions of Section 6.06(c) hereof, second, the provisions of Section 6.06(a) hereof and
third, the provisions of Section 6.06(b) hereof; provided, however, that nothing in this Section
6.15 shall be done to evade the principle set forth in Section 6.06(j) hereof that the Maximum
Conversion Rate shall not apply to any adjustments made with respect to any of the events in
Section 6.06(a) or Section 6.06(b) hereof.



SECTION 6.16. Successive Adjustments. After an adjustment to the Conversion Rate under
Section 6.06 hereof, any subsequent event requiring an adjustment under Section 6.06 shall cause an
adjustment to the Conversion Rate as so adjusted.



SECTION 6.17. General Considerations. Whenever successive adjustments to the Conversion Rate
are called for pursuant to this Article VI, such adjustments shall be made to the Market Price as
may be necessary or appropriate to effectuate the intent of this Article VI and to avoid unjust or
inequitable results as determined in good faith by the Board of Directors.



SECTION 6.18. Issuer Determination Final. Any determination which the Board of Directors
must make pursuant to this Article VI shall be conclusive and binding on the Holders.



SECTION 6.19. Conversion Provisions. Pursuant to Section 2.3(f)(10) of the Original
Indenture, the obligation of the Issuer to permit the conversion of the 2024 Notes into Common
Stock and the terms and conditions upon which such conversion shall be effected set forth in this
Seventeenth Supplemental Indenture are in addition to and in lieu of those provisions set forth in
Article Thirteen of the Original Indenture relative to such obligation.



ARTICLE VII




ADDITIONAL COVENANTS OF THE ISSUER

WITH RESPECT TO THE 2024 NOTES




SECTION 7.01. Existence. So long as any of the 2024 Notes are outstanding, subject to
Article Nine of the Original Indenture, the Issuer will do or cause to be done all things necessary
to preserve and keep in full force and effect its corporate existence.



SECTION 7.02. Limitation on Certain Liens. (a) So long as any of the 2024 Notes are
outstanding, the Issuer shall not create, incur, assume or suffer to exist any lien, mortgage,
pledge, security interest, conditional sale, title retention agreement or other charge or
encumbrance of any kind, or any other type of arrangement intended or having the effect of
conferring upon a creditor of the Issuer or any Subsidiary a preferential interest (hereinafter in
this Section 7.02 referred to as a “Lien") upon or with respect to any of its property of any
character, including without limitation any shares of Capital Stock of Consumers or Enterprises,
without making effective provision whereby the 2024 Notes shall (so long as any such other creditor
shall be so secured) be equally and ratably secured (along with any other creditor similarly
entitled to be secured) by a direct Lien on all property subject to such Lien, provided, however,
that the foregoing restrictions shall not apply to:




(i) Liens for taxes, assessments or governmental charges or levies to the extent not past
due;




(ii) pledges or deposits to secure (A) obligations under workmen’s compensation laws or
similar legislation, (B) statutory obligations of the Issuer or (C) Support Obligations;




(iii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and
repairmen’s Liens and other similar Liens arising in the ordinary course of business
securing obligations which are not overdue or which have been fully bonded and are being
contested in good faith;




(iv) purchase money Liens upon or in property acquired and held by the Issuer in the
ordinary course of business to secure the purchase price of such property or to secure
Indebtedness incurred solely for the purpose of financing the acquisition of any such
property to be subject to such Liens, or Liens existing on any such property at the time of
acquisition, or extensions, renewals or replacements of any of the foregoing for the same or
a lesser amount, provided that no such Lien shall extend to or cover any property other than
the property being acquired and no such extension, renewal or replacement shall extend to or
cover property not theretofore subject to the Lien being extended, renewed or replaced, and
provided, further, that the aggregate principal amount of the Indebtedness at any one time
outstanding secured by Liens permitted by this clause (iv) shall not exceed $10,000,000; and




(v) Liens not otherwise permitted by clauses (i) through (iv) of this Section 7.02 securing
Indebtedness of the Issuer; provided that on the date such Liens are created, and after
giving effect to such Indebtedness, the aggregate principal amount at maturity of all of the
secured Indebtedness of the Issuer at such date shall not exceed 5% of Consolidated Net
Tangible Assets at such date.



SECTION 7.03. Limitation on Consolidation, Merger, Sale or Conveyance. So long as any of the
2024 Notes are outstanding and until the 2024 Notes are rated BBB- or above (or an equivalent
rating) by Standard & Poor’s and one Other Rating Agency (or, if Standard & Poor’s shall change its
rating system, an equivalent of such rating then employed by such organization), at which time the
Issuer will be permanently released from the provisions of this Section 7.03, and subject also to
Article Nine of the Original Indenture, the Issuer shall not consolidate with or merge into any
other Person or sell, lease or convey the property of the Issuer in the entirety or substantially
as an entirety, unless (a) immediately after giving effect to such transaction the Consolidated Net
Worth of the surviving entity is at least equal to the Consolidated Net Worth of the Issuer
immediately prior to the transaction and (b) after giving effect to such transaction, the surviving
entity would be entitled to incur at least one dollar of additional Indebtedness (other than
revolving Indebtedness to banks) without violation of the limitations in Section 7.04 hereof.




SECTION 7.04. Limitation on Consolidated Indebtedness.



(a) So long as any of the 2024 Notes are outstanding and until the 2024 Notes are rated BBB-
or above (or an equivalent rating) by Standard & Poor’s and one Other Rating Agency (or, if
Standard & Poor’s shall change its rating system, an equivalent of such rating then employed by
such organization), at which time the Issuer will be permanently released from the provisions of
this Section 7.04, the Issuer shall not, and shall not permit any Consolidated Subsidiary of the
Issuer to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively,
“issue"), directly or indirectly, any Indebtedness unless the Consolidated Coverage Ratio of the
Issuer and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately
preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement
of the Issuer and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at
least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of
such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance
other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the
issuance and retirement of any other Indebtedness since the first day of the period as if such
Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any
company or business acquired by the Issuer or any Subsidiary since the first day of the period
(including giving effect to the pro forma historical earnings of such company or business),
including any acquisition which will be consummated contemporaneously with the issuance of such
Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds
a ratio of 1.6 to 1.0.




(b) Notwithstanding the foregoing paragraph, the Issuer or any Restricted Subsidiary may
issue, directly or indirectly, the following Indebtedness:




(1) Indebtedness of the Issuer to banks not to exceed $1,000,000,000 in aggregate
outstanding principal amount at any time;




(2) Indebtedness (other than Indebtedness described in Section 7.04(b)(1) hereof)
outstanding on the date of this Seventeenth Supplemental Indenture, as set forth on
Schedule 7.04(b)(2) attached hereto and made a part hereof, and Indebtedness
issued in exchange for, or the proceeds of which are used to refund or refinance,
any Indebtedness permitted by this clause (2); provided, however, that (i) the
principal amount (or accreted value in the case of Indebtedness issued at a
discount) of the Indebtedness so issued shall not exceed the principal amount (or
accreted value in the case of Indebtedness issued at a discount) of, premium, if
any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or
refinanced and (ii) the Indebtedness so issued (A) shall not mature prior to the
stated maturity of the Indebtedness so exchanged, refunded or refinanced, (B) shall
have an Average Life equal to or greater than the remaining Average Life of the
Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be
exchanged, refunded or refinanced is subordinated to the 2024 Notes, the
Indebtedness is subordinated to the 2024 Notes in right of payment;




(3) Indebtedness of the Issuer owed to and held by a Subsidiary and Indebtedness of
a Subsidiary owed to and held by the Issuer; provided, however, that, in the case of
Indebtedness of the Issuer owed to and held by a Subsidiary, (i) any subsequent
issuance or transfer of any Capital Stock that results in any such Subsidiary
ceasing to be a Subsidiary or (ii) any transfer of such Indebtedness (except to the
Issuer or a Subsidiary) shall be deemed for the purposes of this Section 7.04(b) to
constitute the issuance of such Indebtedness by the Issuer;




(4) Indebtedness of the Issuer issued in exchange for, or the proceeds of which are
used to refund or refinance, Indebtedness of the Issuer issued in accordance with
Section 7.04(a) hereof, provided that (i) the principal amount (or accreted value in
the case of Indebtedness issued at a discount) of the Indebtedness so issued shall
not exceed the principal amount (or accreted value in the case of Indebtedness
issued at a discount) of, premium, if any, and accrued but unpaid interest on, the
Indebtedness so exchanged, refunded or refinanced and (ii) the Indebtedness so
issued (A) shall not mature prior to the stated maturity of the Indebtedness so
exchanged, refunded or refinanced, (B) shall have an Average Life equal to or
greater than the remaining Average Life of the Indebtedness so exchanged, refunded
or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is
subordinated to the 2024 Notes, the Indebtedness so issued is subordinated to the
2024 Notes in right of payment;




(5) Indebtedness of a Restricted Subsidiary issued in exchange for, or the proceeds
of which are used to refund or refinance, Indebtedness of a Restricted Subsidiary
issued in accordance with Section 7.04(a) hereof, provided that (i) the principal
amount (or accreted value in the case of Indebtedness issued at a discount) of the
Indebtedness so issued shall not exceed the principal amount (or accreted value in
the case of Indebtedness issued at a discount) of, premium, if any, and accrued but
unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii)
the Indebtedness so issued (A) shall not mature prior to the stated maturity of the
Indebtedness so exchanged, refunded or refinanced and (B) shall have an Average Life
equal to or greater than the remaining Average Life of the Indebtedness so
exchanged, refunded or refinanced.




(6) Indebtedness of a Consolidated Subsidiary issued to acquire, develop, improve,
construct or to provide working capital for a gas, oil or electric generation,
exploration, production, distribution, storage or transmission facility and related
assets, provided that such Indebtedness is without recourse to any assets of the
Issuer, Consumers, Enterprises, CMS Generation, CMS Electric and Gas, CMS Gas
Transmission, CMS ERM or any other Designated Enterprises Subsidiary;




(7) Indebtedness of a Person existing at the time at which such Person became a
Subsidiary and not incurred in connection with, or in contemplation of, such Person
becoming a Subsidiary. Such Indebtedness shall be deemed to be incurred on the date
the acquired Person becomes a Consolidated Subsidiary;




(8) Indebtedness issued by the Issuer not to exceed $150,000,000 in aggregate
principal amount at any time; and




(9) Indebtedness of a Consolidated Subsidiary in respect of rate reduction bonds
issued to recover electric restructuring transition costs of Consumers, provided
that such Indebtedness is without recourse to the assets of Consumers.




SECTION 7.05. Limitation on Restricted Payments.



(a) So long as the 2024 Notes are outstanding and until the 2024 Notes are rated BBB- or above
(or an equivalent rating) by Standard & Poor’s and one Other Rating Agency (or, if Standard &
Poor’s shall change its rating system, an equivalent of such rating then employed by such
organization), at which time the Issuer will be permanently released from the provisions of this
Section 7.05, the Issuer shall not, and shall not permit any Restricted Subsidiary of the Issuer,
directly or indirectly, to (i) declare or pay any dividend or make any distribution on the Capital
Stock of the Issuer to the direct or indirect holders of its Capital Stock (except dividends or
distributions payable solely in its Non-Convertible Capital Stock or in options, warrants or other
rights to purchase such Non-Convertible Capital Stock and except dividends or distributions payable
to the Issuer or a Subsidiary), (ii) purchase, redeem or otherwise acquire or retire for value any
Capital Stock of the Issuer or (iii) purchase, repurchase, redeem, defease or otherwise acquire or
retire for value, prior to scheduled maturity or scheduled repayment thereof, any Subordinated
Indebtedness (any such dividend, distribution, purchase, redemption, repurchase, defeasing, other
acquisition or retirement being herein referred to as a “Restricted Payment") if at the time the
Issuer or such Subsidiary makes such Restricted Payment:




(1) an Event of Default, or an event that with the lapse of time or the giving of notice or
both would constitute an Event of Default, shall have occurred and be continuing (or would
result therefrom); or




(2) the aggregate amount of such Restricted Payment and all other Restricted Payments made
since May 6, 1997 would exceed the sum of:




(A) $100,000,000;




(B) 100% of Consolidated Net Income, accrued during the period (treated as one
accounting period) from May 6, 1997 to the end of the most recent fiscal quarter
ending at least 45 days prior to the date of such Restricted Payment (or, in case
such sum shall be a deficit, minus 100% of the deficit); and




(C) the aggregate Net Cash Proceeds received by the Issuer from the issue or sale of
or contribution with respect to its Capital Stock subsequent to May 6, 1997.



For the purpose of determining the amount of any Restricted Payment not in the form of cash,
the amount shall be the fair value of such Restricted Payment as determined in good faith by the
Board of Directors, provided that if the value of the non-cash portion of such Restricted Payment
as determined by the Board of Directors is in excess of $25 million, such value shall be based on
the opinion from a nationally recognized firm experienced in the appraisal of similar types of
transactions.




(b) The provisions of Section 7.05(a) hereof shall not prohibit:




(i) any purchase or redemption of Capital Stock of the Issuer made by exchange for,
or out of the proceeds of the substantially concurrent sale of, Capital Stock of the
Issuer (other than Redeemable Stock or Exchangeable Stock); provided, however, that
such purchase or redemption shall be excluded from the calculation of the amount of
Restricted Payments;




(ii) dividends or other distributions paid in respect of any class of the Issuer’s
Capital Stock issued in respect of the acquisition of any business or assets by the
Issuer or a Restricted Subsidiary if the dividends or other distributions with
respect to such Capital Stock are payable solely from the net earnings of such
business or assets;




(iii) dividends paid within 60 days after the date of declaration thereof if at such
date of declaration such dividend would have complied with this Section 7.05;
provided, however, that at the time of payment of such dividend, no Event of Default
shall have occurred and be continuing (or result therefrom), and provided, further,
however, that such dividends shall be included (without duplication) in the
calculation of the amount of Restricted Payments; or




(iv) payments pursuant to the Tax Sharing Agreement.



SECTION 7.06. Limitation on Asset Sales. So long as any of the 2024 Notes are outstanding,
the Issuer may not sell, transfer or otherwise dispose of any property or assets of the Issuer,
including Capital Stock of any Consolidated Subsidiary, in one transaction or a series of
transactions in an amount which exceeds $50,000,000 (an “Asset Sale") unless the Issuer shall (i)
apply an amount equal to such excess Net Cash Proceeds to permanently repay Indebtedness of a
Consolidated Subsidiary or Indebtedness of the Issuer which is pari passu with the 2024 Notes, (ii)
invest an equal amount not so used in clause (i) in property or assets of related business within
24 months after the date of the Asset Sale (the “Application Period") or (iii) apply such excess
Net Cash Proceeds not so used in clause (i) or (ii) (the “Excess Proceeds") to make an offer,
within 30 days after the end of the Application Period, to purchase from the Holders on a pro rata
basis an aggregate principal amount of 2024 Notes on the relevant purchase date equal to the Excess
Proceeds on such date, at a purchase price equal to 100% of the principal amount of the 2024 Notes
on the relevant purchase date and unpaid interest, if any, to the purchase date. The Issuer shall
only be required to make an offer to purchase 2024 Notes from Holders pursuant to clause (iii) if
the Excess Proceeds equal or exceed $25,000,000 at any given time.



The procedures to be followed by the Issuer in making an offer to purchase 2024 Notes from the
Holders with Excess Proceeds, and for the acceptance of such offer by the Holders, shall be the
same as those set forth in Section 5.01 herein with respect to a Fundamental Change.



ARTICLE VIII




ADDITIONAL EVENTS OF DEFAULT

WITH RESPECT TO THE 2024 NOTES




SECTION 8.01. Definition. All of the events specified in clauses (a) through (h) of Section
5.1 of the Original Indenture shall be “Events of Default” with respect to the 2024 Notes.



SECTION 8.02. Amendments to Section 5.1 of the Original Indenture. Solely for the purpose of
determining Events of Default with respect to the 2024 Notes, paragraphs Section 5.1(e), Section
5.1(f) and Section 5.1(h) of the Original Indenture shall be amended such that each and every
reference therein to the Issuer shall be deemed to mean either the Issuer or Consumers.



SECTION 8.03. Additional Events of Default. Solely for the purpose of determining Events of
Default with respect to the 2024 Notes, an Event of Default shall also include the following:



(i) default in the payment of any interest upon any 2024 Note when it becomes due and payable, and
continuance of such default for 30 days;



(ii) default in the Issuer’s obligation to redeem the 2024 Notes after exercising its redemption
option pursuant to Article XIII hereof;



(iii) default in the Issuer’s obligation to convert the 2024 Notes upon exercise of a Holder’s
conversion right in accordance with the terms of the 2024 Notes and Article VI hereof; and



(iv) default in the Issuer’s obligation to purchase 2024 Notes upon the occurrence of a Fundamental
Change or the exercise by a Holder of its option to require the Issuer to repurchase such Holder’s
2024 Notes in accordance with the terms of Article III or Article IV hereof, as applicable.



ARTICLE IX




GLOBAL NOTES




The 2024 Notes will be issued initially in the form of Global Notes. “Global Note” means a
registered 2024 Note evidencing one or more 2024 Notes issued to a depositary (the “Depositary") or
its nominee, in accordance with this Article IX and bearing the legend prescribed in this Article
IX. One or more Global Notes will represent all 2024 Notes. The Issuer shall execute and the
Trustee shall, in accordance with this Article IX and the Issuer Order with respect to the 2024
Notes, authenticate and deliver one or more Global Notes in temporary or permanent form that (i)
shall represent and shall be denominated in an aggregate amount equal to the aggregate principal
amount of the 2024 Notes to be represented by such Global Note or Global Notes, (ii) shall be
registered in the name of the Depositary for such Global Note or Global Notes or the nominee of
such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary’s instructions and (iv) shall bear a legend substantially to the following effect:
“Unless the Global 2024 Note is presented by an authorized representative of the Depositary to the
Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued
is registered in the name of a nominee of the Depositary or in such other name as is requested by
an authorized representative of the Depositary (and any payment is made to such nominee of the
Depositary or to such other entity as is requested by an authorized representative of the
Depositary), any transfer, pledge or other use hereof for value or otherwise by or to any Person is
wrongful inasmuch as the registered owner hereof has an interest herein.”



Notwithstanding Section 2.8 of the Original Indenture, unless and until it is exchanged in
whole or in part for 2024 Notes in definitive form, a Global Note representing one or more 2024
Notes may not be transferred except as a whole by the Depositary, to a nominee of such Depository
or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for 2024 Notes or a nominee of such
successor Depositary.



If at any time the Depositary for the 2024 Notes is unwilling or unable to continue as
Depositary for the 2024 Notes, the Issuer shall appoint a successor Depositary with respect to the
2024 Notes. If a successor Depositary for the 2024 Notes is not appointed by the Issuer by the
earlier of (i) 90 days from the date the Issuer receives notice to the effect that the Depositary
is unwilling or unable to act, or the Issuer determines that the Depositary is unable to act or
(ii) the effectiveness of the Depositary’s resignation or failure to fulfill its duties as
Depositary, the Issuer will execute, and the Trustee, upon receipt of a Issuer Order for the
authentication and delivery of definitive 2024 Notes, will authenticate and deliver 2024 Notes in
definitive form in an aggregate principal amount equal to the principal amount of the Global Note
or Global Notes representing such 2024 Notes in exchange for such Global Note or Global Notes.



The Issuer may at any time and in its sole discretion determine that the 2024 Notes issued in
the form of one or more Global Notes shall no longer be represented by such Global Note or Global
Notes. In such event the Issuer will execute, and the Trustee, upon receipt of an Issuer Order for
the authentication and delivery of definitive 2024 Notes, will authenticate and deliver 2024 Notes
in definitive form in an aggregate principal amount equal to the principal amount of the Global
Note or Global Notes representing such 2024 Notes in exchange for such Global Note or Global Notes.



The Depositary for such 2024 Notes may surrender a Global Note or Global Notes for such 2024
Notes in exchange in whole or in part for 2024 Notes in definitive form on such terms as are
acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee
shall authenticate and deliver, without service charge:




(i) to each Person specified by such Depositary a new 2024 Note or 2024 Notes, of any
authorized denomination as requested by such Person in aggregate principal amount equal to
and in exchange for such Person’s beneficial interest in the Global Note; and




(ii) to such Depositary a new Global Note in a denomination equal to the difference, if any,
between the principal amount of the surrendered Global Note and the aggregate principal
amount of 2024 Notes in definitive form delivered to Holders thereof.



In any exchange provided for in this Article IX, the Issuer will execute and the Trustee will
authenticate and deliver 2024 Notes in definitive registered form in authorized denominations.



Upon the exchange of a Global Note for 2024 Notes in definitive form, such Global Note shall
be cancelled by the Trustee. 2024 Notes in definitive form issued in exchange for a Global Note
pursuant to this Article IX shall be registered in such names and in such authorized denominations
as the Depositary for such Global Note, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee or Security Registrar. The Trustee shall
deliver such 2024 Notes to the Persons in whose names such 2024 Notes are so registered.



ARTICLE X




DEFEASANCE




All of the provisions of Article Ten of the Original Indenture shall be applicable to the 2024
Notes. Upon satisfaction by the Issuer of the requirements of Section 10.1(C) of the Indenture, in
connection with any covenant defeasance (as provided in Section 10.1(C) of the Indenture), the
Issuer shall be released from its obligations under Article Nine of the Original Indenture and
under Article VII and Article XIII of this Seventeenth Supplemental Indenture with respect to the
2024 Notes.



ARTICLE XI




SUPPLEMENTAL INDENTURES




This Seventeenth Supplemental Indenture is a supplement to the Original Indenture. As
supplemented by this Seventeenth Supplemental Indenture, the Original Indenture is in all respects
ratified, approved and confirmed, and the Original Indenture and this Seventeenth Supplemental
Indenture shall together constitute one and the same instrument.



ARTICLE XII




MODIFICATION AND WAIVER




In addition to those matters set forth in Section 8.2 of the Original Indenture (including the
terms and conditions of the 2024 Notes set forth herein), with respect to the 2024 Notes, no
amendment or supplemental indenture to the Indenture shall, without the consent of the Holder of
each 2024 Note affected thereby:



(a) reduce the Redemption Price, Purchase Price or Fundamental Change Purchase Price of the 2024
Notes; or



(b) change the terms applicable to redemption or purchase of the 2024 Notes in a manner adverse to
the Holder.



In addition, with respect to the 2024 Notes, notwithstanding Section 5.10 of the Original
Indenture, approval of the Holders of each outstanding 2024 Note shall be required to:



(a) waive any default by the Issuer in any payment of the Redemption Price, Purchase Price or
Fundamental Change Purchase Price with respect to any 2024 Notes; or



(b) waive any default which constitutes a failure to convert any 2024 Note in accordance with its
terms and the terms of Article VI hereof.



ARTICLE XIII




OPTIONAL REDEMPTION OF THE 2024 NOTES




SECTION 13.01. Right to Redeem; Notice to Trustee, Paying Agent and Holders. On or after
December 7, 2011, the Issuer may, at its option, redeem the 2024 Notes in whole, or in part, at any
time in accordance with the provisions of the 2024 Notes. If the Issuer elects to redeem 2024
Notes pursuant to the provisions of the 2024 Notes, it shall notify in writing the Trustee, the
Paying Agent and each Holder of 2024 Notes to be redeemed, as provided in Section 11.2 of the
Indenture and Section 13.04 hereof.



SECTION 13.02. Fewer Than All Outstanding 2024 Notes to Be Redeemed. If fewer than all of
the outstanding 2024 Notes are to be redeemed, the Trustee shall select the 2024 Notes to be
redeemed in principal amounts of $1,000 or integral multiples thereof. In the case that the
Trustee shall select the 2024 Notes to be redeemed, the Trustee may effectuate such selection by
lot, pro rata, or by any other method that the Trustee considers fair and appropriate. The Trustee
will make such selection promptly following receipt of the notice of redemption from the Issuer
provided pursuant to Section 13.04 hereof.



SECTION 13.03. Selection of 2024 Notes to Be Redeemed. If any 2024 Notes selected for
partial redemption are thereafter surrendered for conversion in part before termination of the
conversion right with respect to the portion of the 2024 Notes so selected, the converted portion
of such 2024 Notes shall be deemed (so far as may be), solely for purposes of determining the
aggregate principal amount of 2024 Notes to be redeemed by the Issuer, to be the portion selected
for redemption. 2024 Notes which have been converted during a selection of 2024 Notes to be
redeemed may be treated by the Trustee as outstanding for the purpose of such selection. Nothing
in this Section 13.03 shall affect the right of any Holder to convert any 2024 Notes pursuant to
Article VI hereof before the termination of the conversion right with respect thereto.



SECTION 13.04. Notice of Redemption. In addition to those matters set forth in Section 11.2
of the Indenture, a notice of redemption sent to Holders of 2024 Notes shall state:




(a) the then current Conversion Rate;




(b) the name and address of the Paying Agent and the Conversion Agent;



(c) that the 2024 Notes called for redemption may be converted at any time before the close of
business on the Business Day immediately preceding the redemption date; and



(d) that Holders who wish to convert 2024 Notes must comply with the procedures provided in
the 2024 Notes.



SECTION 13.05. Effect of Notice of Redemption. Once notice of redemption is mailed, 2024
Notes called for redemption become due and payable on the redemption date and at the Redemption
Price, except for 2024 Notes that are converted in accordance with the provisions of Article VI
hereof and the provisions of the 2024 Notes. Upon presentation and surrender to the Paying Agent,
2024 Notes called for redemption shall be paid at the Redemption Price.



SECTION 13.06. Deposit of Redemption Price. On or before 10:00 a.m. (New York City time) on
the redemption date, the Issuer shall deposit with the Paying Agent (or if the Issuer or an
Affiliate of the Issuer is acting as the Paying Agent, shall segregate and hold in trust) an amount
of money sufficient to pay the aggregate Redemption Price of all the 2024 Notes to be redeemed on
that date other than the 2024 Notes or portions thereof called for redemption which on or prior
thereto have been delivered by the Issuer to the Security Registrar for cancellation or have been
converted. The Trustee and Paying Agent shall, as promptly as practicable, return to the Issuer
any money not required for that purpose because of conversion of the 2024 Notes in accordance with
the provisions of Article VI hereof. If such money is then held by the Issuer or a Subsidiary in
trust and is not required for such purpose, it shall be discharged from such trust.



TESTIMONIUM




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



2




IN WITNESS WHEREOF, the parties hereto have caused this Seventeenth Supplemental
Indenture to be duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first written above.




CMS ENERGY CORPORATION




_/s/ Thomas J. Webb   




	 	 	 	Thomas J. Webb

Executive Vice President and

Chief Financial Officer





Attest:




J.P. MORGAN TRUST COMPANY, N.A.,


as Trustee




_/s/ Renee Johnson   



Attest:



3




Schedule 7.04(b)(2)




- See Attached -




4




EXHIBIT A




FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE




To: CMS Energy Corporation



The undersigned registered holder of this 2024 Note hereby acknowledges receipt of a notice
from CMS Energy Corporation (the “Company”) as to the occurrence of a Fundamental Change with
respect to the Company and requests and instructs the Company to repurchase this 2024 Note, or the
portion hereof (which is $1,000 principal amount or a integral multiple thereof) designated below,
in accordance with the terms of the Seventeenth Supplemental Indenture referred to in this 2024
Note and directs that the check of the Company, in payment for this 2024 Note or the portion
thereof and any 2024 Notes representing any un-repurchased principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been indicated below. If any
portion of this 2024 Note not repurchased is to be issued in the name of a Person other than the
undersigned, the undersigned shall pay all transfer taxes payable with respect thereto.



	 	 	 
	Dated:

	 	Signature(s)
	 
	 	 
	
 
	 	Signature(s) must be guaranteed by a commercial bank or trust company

or a member firm of a major stock exchange if cash or 2024 Notes are

to be delivered, other than to or in the name of the registered

holder.
	 
	 	 
	
 
	 	Signature Guarantee







Fill in for registration of 2024 Notes if to be issued other than to and in the name of registered
holder:



	 	 	 
	(Name)

	 	

	 
	 	 
	(Street Address)

	 	

	 
	 	 
	(City, state and zip code)

	 	

	 
	 	 
	Please print name and address

	 	

	 
	 	 
	
 
	 	Principal amount to be purchased (if

less than all): $   ,000
	 
	 	 
	
 
	 	Social Security or other taxpayer

number







5




EXHIBIT B




FORM OF PURCHASE NOTICE




To: CMS Energy Corporation



The undersigned registered holder of this 2024 Note hereby acknowledges receipt of a notice
from CMS Energy Corporation (the “Company”) as to the holder’s option to require the
Company to repurchase this 2024 Note and requests and instructs the Company to repurchase this 2024
Note, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof)
designated below, in accordance with the terms of the Seventeenth Supplemental Indenture referred
to in this 2024 Note and directs that the check of the Company in payment for this 2024 Note or the
portion thereof and any 2024 Notes representing any un-repurchased principal amount hereof, be
issued and delivered to the registered holder hereof unless a different name has been indicated
below. If any portion of this 2024 Note not repurchased is to be issued in the name of a Person
other than the undersigned, the undersigned shall pay all transfer taxes payable with respect
thereto.



	 	 	 
	Dated:

	 	Signature(s)
	 
	 	 
	
 
	 	Signature(s) must be guaranteed by a commercial bank or trust company

or a member firm of a major stock exchange if cash or 2024 Notes are

to be delivered, other than to or in the name of the registered

holder.
	 
	 	 
	
 
	 	Signature Guarantee







Fill in for registration of 2024 Notes if to be issued other than to and in the name of registered
holder:



	 	 	 
	(Name)

	 	

	 
	 	 
	(Street Address)

	 	

	 
	 	 
	(City, state and zip code)

	 	

	 
	 	 
	Please print name and address

	 	

	 
	 	 
	
 
	 	Principal amount to be purchased (if

less than all): $   ,000
	 
	 	 
	
 
	 	Social Security or other taxpayer

number
	 
	 	 








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