-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, EA8GWKnu5QkKbYOj62yHacWGTiZh/NJOc0M5GFMhV5lOU0H3R1rCAK7FMoIZxwoc Q89zrGaGHOeZCvuYJTYR0Q== 0000950124-95-001320.txt : 19950505 0000950124-95-001320.hdr.sgml : 19950505 ACCESSION NUMBER: 0000950124-95-001320 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19950504 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICHIGAN CONSOLIDATED GAS CO /MI/ CENTRAL INDEX KEY: 0000065632 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 380478040 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-59093 FILM NUMBER: 95534574 BUSINESS ADDRESS: STREET 1: 500 GRISWOLD ST CITY: DETROIT STATE: MI ZIP: 48226 BUSINESS PHONE: 3139652430 S-3 1 FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 4, 1995 REGISTRATION NO. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ MICHIGAN CONSOLIDATED GAS COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MICHIGAN 38-0478040 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
500 GRISWOLD STREET DETROIT, MICHIGAN 48226 (Address of principal executive offices) (313) 965-2430 (Registrant's telephone number including area code) ------------------ SUSAN K. MCNISH, ESQ. GENERAL COUNSEL AND SECRETARY MICHIGAN CONSOLIDATED GAS COMPANY 500 GRISWOLD STREET DETROIT, MICHIGAN 48226 (313) 965-2430 (Name, address and telephone number of agent for service) ------------------ Copy To: WILLIAM S. LAMB, ESQ. LEBOEUF, LAMB, GREENE & MACRAE, L.L.P. 125 WEST 55TH STREET NEW YORK, NEW YORK 10019-5389 (212) 424-8000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time as determined by market conditions after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------- PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF EACH CLASS OF AMOUNT OFFERING AGGREGATE AMOUNT OF SECURITIES TO BE PRICE OFFERING REGISTRATION TO BE REGISTERED REGISTERED PER UNIT PRICE FEE - ---------------------------------------------------------------------------------------------------- First Mortgage Bonds.... $150,000,000 100%* $150,000,000 $51,724 - ---------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------
* Estimated solely for the purpose of calculating the registration fee. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. SUBJECT TO COMPLETION DATED MAY 4, 1995 PROSPECTUS MICHIGAN CONSOLIDATED GAS COMPANY FIRST MORTGAGE BONDS ------------------------ Michigan Consolidated Gas Company ("MichCon" or the "Company") from time to time may offer, in an aggregate principal amount not to exceed $150,000,000, its First Mortgage Bonds (the "New Bonds"). The New Bonds will be issued in one or more series under one or more future supplemental indentures or as may be created pursuant to resolutions of the Board of Directors of the Company. In addition, the New Bonds may be offered with the same or various maturities, and at prices and terms to be determined at the time of sale. Certain terms of the New Bonds including, where applicable, the specific designation, aggregate principal amount, interest rate, interest payment dates, maturity, public offering price, any redemption terms or other specific terms of each series of New Bonds in respect of which this Prospectus is being delivered will be set forth in an accompanying Prospectus Supplement or Supplements (a "Prospectus Supplement"). MichCon may sell the New Bonds to or through underwriters, through dealers, directly to one or more institutional purchasers or through agents. See "Plan of Distribution". Underwriters may include Merrill Lynch & Co. (Merrill Lynch, Pierce, Fenner & Smith Incorporated) or such other underwriter or underwriters as may be designated by MichCon, or an underwriting syndicate represented by one or more of such firms. Such firms may also act as agents. The Prospectus Supplement will set forth the names of such underwriters, dealers or agents, if any, any applicable commissions or discounts and the proceeds to MichCon from such sale. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ The date of this Prospectus is , 1995. 3 AVAILABLE INFORMATION MichCon is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, (the "1934 Act") and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). Such reports, proxy statements and other information can be inspected and copied at the SEC's Public Reference Room; Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as the following Regional Offices of the SEC: 7 World Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be obtained from the Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, certain MichCon securities are listed on the New York Stock Exchange where reports, proxy statements and other information concerning MichCon may be inspected. This Prospectus does not contain all information set forth in the Registration Statement and Exhibits thereto which the Company has filed with the SEC under the Securities Act of 1933 and to which reference is hereby made. ------------------------- INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE There are hereby incorporated by reference in this Prospectus and made a part hereof the following documents heretofore filed with the SEC pursuant to the 1934 Act: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1994. 2. The Company's Report on Form 8-K, dated March 14, 1995. All documents filed by MichCon pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and prior to the termination of the offering of the securities offered hereby shall be deemed to be incorporated by reference in this Prospectus. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. MichCon hereby undertakes to provide without charge to each person to whom a copy of this Prospectus has been delivered, on the written or oral request of any such person, a copy of any or all of the documents referred to above which have been or may be incorporated by reference in this Prospectus, other than exhibits to such documents. Requests for such copies should be directed to: Investor Relations, MCN Corporation, 500 Griswold Street, Detroit, Michigan 48226; telephone 1-800-548-4655. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. 2 4 THE COMPANY MichCon is a Michigan corporation that was organized in 1898 and, with its predecessors, has been in business for nearly 150 years. The Company is engaged in the natural gas distribution and transmission business in the State of Michigan and serves more than 1.1 million customers. MichCon is a wholly-owned subsidiary of MCN Corporation, a Michigan corporation. At December 31, 1994, MichCon and its subsidiaries employed 3,273 persons. The mailing address of MichCon's principal executive office is 500 Griswold Street, Detroit, Michigan 48226, and its telephone number is (313) 965-2430. USE OF PROCEEDS Except as otherwise stated in the applicable Prospectus Supplement, net proceeds from the sale of the New Bonds offered hereby will be used for the acquisition of property; the construction, completion, extension or improvement of facilities; working capital requirements; the improvement or maintenance of service; the discharge or lawful retirement of short or long-term debt and borrowings made or expected to be made; and for other corporate purposes. Specific allocations of proceeds for such purposes have not been made at this time. Funds may be borrowed in anticipation of future requirements. RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth MichCon's earnings to fixed charges for the periods indicated.
YEAR ENDED DECEMBER 31, ------------------------------------ 1994 1993 1992 1991 1990 ---- ---- ---- ---- ---- Ratio of Earnings to Fixed Charges(1) and (2)................. 3.26 3.58 2.99 2.53 2.37
- ------------------------- (1) The Company is a guarantor of certain other debt. Fixed charges related to such debt, deemed to be immaterial, have been excluded in computing the above ratios. (2) For the purpose of computing these ratios, earnings consists of net income plus income taxes and fixed charges. Fixed charges consist of total interest, amortization of debt discount, premium and expense and the estimated portion of interest implicit in rentals. DESCRIPTION OF THE NEW BONDS The following description sets forth certain general terms and provisions of the New Bonds to which any Prospectus Supplement will relate. The particular terms of the New Bonds offered by any Prospectus Supplement will be described in such Prospectus Supplement. The statements made herein are a summary only, do not purport to be complete, and are subject to the detailed provisions of the Twenty-ninth Supplemental Indenture dated as of July 15, 1989 providing for the restatement of the Indenture of Mortgage and Deed of Trust dated as of March 1, 1944 which became effective on April 1, 1994 upon the retirement of all bonds issued prior to March 1, 1987 and upon the filing of the required certificates with the Trustee by the Company (the "Indenture"). The bonds of all series issued, or which may be issued, under the Indenture are hereinafter referred to as the "Bonds". This summary incorporates by reference certain Articles and Sections of the Indenture and the supplemental indentures referred to below and is qualified in its entirety by such reference. Terms defined in the Indenture and supplemental indentures are used in this summary without definition. GENERAL The New Bonds will constitute one or more new series of Bonds under the Indenture, under which 4 series are currently outstanding. The Trustees under the Indenture are Citibank, N.A., New York, N.Y. (the "Trustee") and Robert T. Kirchner (collectively, the "Trustees"). 3 5 The New Bonds will be offered on a continuing basis and will mature nine months or more from the Issue Date (hereinafter defined) as selected by the purchaser and agreed to by MichCon. Each New Bond will bear interest at a fixed or variable rate selected by the purchaser and agreed to by MichCon. Reference is made to the applicable Prospectus Supplement for the following terms of the New Bonds (1) the specific designation and series of such New Bonds; (2) the purchase price of such New Bonds (the "Issue Price"), which may be expressed as a percentage of the principal amount at which such New Bonds will be issued; (3) the date on which such New Bonds will be issued (the "Issue Date"); (4) the date or dates on which the principal of such New Bonds will be payable (the "Maturity Date"); (5) the rate(s) per annum at which such New Bonds will bear interest (the "Interest Rate") if any, or the method of determination of such rate; (6) the date from which any such interest shall accrue; (7) the terms of redemption, if any; and (8) any other terms of such New Bonds not inconsistent with the provisions of the Indenture. The New Bonds will be issued as fully registered bonds without coupons. If so provided in the Prospectus Supplement, the Company may provide for the issuance of uncertificated bonds in addition to or in place of certificated bonds. The New Bonds will be exchangeable by holders for New Bonds of the same aggregate principal amount, but of different authorized denomination or denominations, which have the same Issue Date, Maturity Date, Interest Rate, and redemption provisions, if any. Such exchanges are to be made without service charge (other than any stamp tax or other governmental charge.) SECURITY AND PRIORITY The Indenture constitutes a first mortgage lien (subject to exceptions and reservations set forth therein, to "permissible encumbrances", and to various matters specified under "Business; Franchises" and "Properties" in MichCon's Form 10-K) upon substantially all of the fixed property and franchises of MichCon, consisting principally of gas distribution and transmission lines and systems, underground storage fields and buildings, including property of the character initially mortgaged which has been or may be acquired by MichCon subsequent to the execution and delivery of the Indenture. It prohibits creation of prior liens upon the mortgaged property, other than "permissible encumbrances", but, within specified limitations in certain cases, property may be acquired subject to preexisting liens or purchase money and other liens created at the time or in connection with the acquisition of such property. The property excepted from the lien of the Indenture consists principally of cash (unless deposited with the Trustee under the Indenture), accounts receivable, gas stored in reservoirs except to the extent specially pledged, materials and supplies, securities, vehicles and leases. (Granting Clauses, Part II, Article I and Section 5.08, 5.10 and 5.11.) The New Bonds will rank equally and ratably (except as to sinking fund and other analogous funds established for the exclusive benefit of a particular series) with all Bonds, regardless of series, from time to time issued and outstanding under the Indenture. RELEASE OF PROPERTY Unless an event of default shall have occurred and be continuing, the Company is entitled to possess, use and enjoy all the property and appurtenances, franchise and rights conveyed by the Indenture. Subject to various limitations and requirements, the Company may obtain a release of any part of the mortgaged property, except prior lien bonds, upon receipt by the Trustee of cash, as adjusted, equal to the consideration, if any, received or to be received from the sale, surrender or other disposition of the property to be released or the then fair value thereof (which ever shall be greater). (Article VII.) ISSUANCE OF ADDITIONAL BONDS Additional Bonds may be issued under the Indenture in principal amounts (unlimited except as provided by law) equal to: (1) 70% of the cost or fair value to the Company, whichever is less, of unbonded net property additions made after December 31, 1943 (subject to deductions in certain cases, if such net property additions secure prior lien bonds); and 4 6 (2) the sum of the principal amount of Bonds previously issued under the Indenture, and of prior lien bonds theretofore deducted under the Indenture, which have been retired or are then being retired and have not theretofore been bonded; and (3) the amount of cash deposited with the Trustee for such purpose. Bonds may be issued on the basis of net property additions which include substantially all utility property subject to the Indenture (Part II, Article III) or deposit of cash only if net earnings available for interest and depreciation (before deduction for income taxes) for any specified 12 consecutive calendar months within the preceding 15 months equal 2 1/2 times annual interest charges on the Bonds and any prior lien bonds. Such earnings requirement need not be met where Bonds are to be issued against Bonds or prior lien bonds which have been or are being retired as described in (2) above if the Bonds to be issued bear interest at a lower rate than the Bonds or prior lien bonds which have been or are to be retired, or if the proceeds from the Bonds to be issued are used to refund Bonds or prior lien bonds which have been retired within two years prior to such issuance unless additional Bonds requiring an earnings certificate have been issued in the period between the retirement of the retired Bonds and the issuance of the New Bonds. As of December 31, 1994, MichCon had approximately $796 million of unbonded net property additions, which would entitle it to issue approximately $557 million principal amount of additional Bonds on the basis of unbonded net property additions as discussed under (1) in the second preceding paragraph, and had further additional capacity to issue $145 million principal amount of New Bonds on the basis of Bonds previously issued under the Indenture, which have been retired and have not theretofore been bonded as discussed under (2) in the second preceding paragraph. The New Bonds will be issued upon the basis of 70% of the cost or fair value of unbonded net property additions as discussed under (1) in the second preceding paragraph, upon the basis of retired Bonds, as discussed under (2) in the second preceding paragraph and/or cash deposited with the Trustee for such purpose, as discussed under (3) in the second preceding paragraph. WITHDRAWAL OF CERTAIN CASH Cash deposited with the Trustee as a basis for the issuance of additional Bonds may be withdrawn by MichCon in amounts described in (1) and (2) under "Issuance of Additional Bonds". (Part II, Section 8.01.) DEFEASANCE The Company may require the discharge of the Indenture or treat a series of Bonds as no longer outstanding thereunder if: (1) the Company deposits with the Trustee monies or certain obligations of the United States of America or certain securities which are guaranteed by, or backed by obligations of, the United States of America, in an amount sufficient to pay, when due, the principal, premium if any, and any interest due and to become due; and (2) the Company delivers an opinion of counsel to the effect that registration is not required under the Investment Company Act of 1940, applicable laws are not violated, and such discharge will not result in a taxable event with respect to the Bonds the payment of which is being provided for. In such event, the obligation of the Company duly and punctually to pay and cause to be paid the principal, premium, if any, and interest in respect of such Bonds shall be completely discharged. Thereafter, the holders of such Bonds shall be entitled to payment only out of funds on deposit with the Trustee as aforesaid for their payment. (Part II, Article XVI.) MODIFICATION OF INDENTURE In general, modifications or alterations of the Indenture and indentures supplemental thereto and of the rights or obligations of the Company and of the bondholders, as well as waivers of compliance with the Indenture or indentures supplemental thereto, may be made with the consent of holders of 60% of the Bonds, or, if less than all series of Bonds are adversely affected, the consent of the holders of 60% of the Bonds adversely affected. No such modification, alteration or waiver may be made which will (1) permit the extension of the time or times of payment of the principal of, or the interest or the premium (if any) on, any Bond, or a reduction in the rate of interest thereon, or otherwise affect the terms of payment of the principal of, or the interest or the premium (if any) on, any Bond, or affect the right of any bondholder to institute suit 5 7 for the enforcement of any such payment on or after the due date thereof, (2) otherwise than as permitted by the Indenture, permit the creation of any lien ranking prior or equal to the lien of the Indenture with respect to any of the mortgaged properties or (3) permit the reduction of the percentage of Bonds required for the making of any such modification, alteration or waiver. (Part II, Article XIV.) CONCERNING THE TRUSTEES The Trustee (Citibank, N.A.) has acted as paying agent on the outstanding Bonds and will act in the same capacity with respect to the New Bonds. It is also a depositary of funds of the Company. Robert T. Kirchner is Individual Trustee. Mr. Kirchner is an Officer of Citibank, N.A. DEFAULT AND NOTICE THEREOF TO BONDHOLDERS The Indenture provides that, in case of an event of default as defined therein, the Trustee or the holders of not less than 25% in principal amount of the Bonds may declare the principal and all accrued and unpaid interest of all Bonds, if not already due, to be immediately due and payable. The Trustee, upon request of the holders of a majority in principal amount of the outstanding Bonds, shall waive such default and rescind any such declaration if such default is cured. The holders of a majority in principal amount of the Bonds shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustees and of exercising any power or trust conferred upon the Trustees, but under certain circumstances, the Trustees may decline to follow such directions or to exercise certain of their powers. Bondholders have no right to enforce any remedy under the Indenture unless the Trustees have first had a reasonable opportunity to do so following notice of default to the Trustee and request by the holders of 25% in principal amount of the Bonds for action by the Trustees with offer of indemnity satisfactory to the Trustees against cost, expenses and liabilities that may be incurred thereby, but this provision does not impair the absolute right of any bondholder to enforce payment of the principal of and interest on his Bond when due. (Part II, Article IX.) The Indenture provides that the following shall constitute events of default: failure to pay any installment of interest on any Bond when due and payable, and continuance of such failure for 60 days; failure to pay the principal of any Bond when due and payable, whether at maturity, in connection with any sinking fund payment, or otherwise; failure to pay any installment of interest on any prior lien bonds, and continuance of such failure for the period of grace, if any, specified in the prior lien securing such bonds; failure to pay any installment applied to the purchase or redemption of any Bond, and continuance of such failure for 60 days; failure to pay the principal of any prior lien bond when due and payable, whether at maturity or otherwise; failure on the part of the Company to perform or observe any other covenant, agreement or condition contained in the Indenture or any indenture supplemental thereto or in the Bonds or any prior lien bonds, continuance of such failure for 90 days after written notice to the Company by the Trustee or by the holders of not less than 25% in principal amount of the Bonds; and insolvency or bankruptcy, receivership or similar proceedings initiated by the Company, or initiated against the Company and not dismissed or stayed within 45 days; and failure to renew or extend its corporate charter upon or prior to the expiration of such under the provision of its Articles of Incorporation or of law. The Indenture provides that the Trustees shall give to the bondholders notice of the happening of a default known to them within 90 days after the occurrence thereof (disregarding any period of grace in the defaults referred to above) unless such default shall have been cured, but except in case of default in the payment of principal, premium, if any, or interest on the Bonds or in the payment of any sinking fund installment, the Trustees may withhold such notice if and so long as the board of directors, the executive committee or a trust committee of directors or responsible officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the bondholders. (Part II, Sections 9.01 and 12.03.) BOOK-ENTRY NOTES The New Bonds may be issued in whole or in part in the form of one or more Global Securities (a "Global Note" or "Book-Entry Note") registered in the name of such depositary as will be specified in the 6 8 Prospectus Supplement (the "Depositary"). Upon issuance, all Book-Entry Notes having the same Issue Date, Maturity Date, Interest Rate and redemption provisions will be represented by a single Global Note. Each Global Note will be deposited with, or on behalf of, the Depositary. Book-Entry Notes will not be exchangeable for certificated New Bonds and will not otherwise be issuable as certificated New Bonds unless the use of the book-entry system is discontinued. Unless and until it is exchanged in whole or in part for the individual New Bonds represented thereby, a Global Note 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 or by the Depositary or any such nominee to a successor of the Depositary or a nominee of such successor. LEGAL OPINIONS The legality of the New Bonds offered hereby will be passed upon for the Company by Susan K. McNish, General Counsel and Secretary of MichCon and for the Underwriters by LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability partnership including professional corporations, 125 West 55th Street, New York, New York 10019-5389. LeBoeuf, Lamb, Greene & MacRae, L.L.P. from time to time renders legal service to MichCon. EXPERTS The consolidated financial statements and related financial statement schedule incorporated in this prospectus by reference from MichCon's Annual Report on Form 10-K for the year ended December 31, 1994 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference (which report expresses an unqualified opinion and includes an explanatory paragraph relating to MichCon's adoption of Statement of Financial Accounting Standards No. 106, "Employers' Accounting For Postretirement Benefits Other Than Pensions"), and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. PLAN OF DISTRIBUTION The Company may sell any series of the New Bonds (i) through underwriters; (ii) through dealers; (iii) directly to one or more institutional purchasers; or (iv) through agents. A Prospectus Supplement will set forth the terms of the offering of the New Bonds offered thereby, including the name or names of any underwriters, dealers, purchasers or agents, the purchase price of such New Bonds and the proceeds to the Company from such sale, any underwriting discounts and other items constituting underwriters' compensation, any initial public offering price, any discounts or concessions allowed or reallowed or paid to dealers and any securities exchange on which such New Bonds may be listed. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Only firms named in the Prospectus Supplement or a related pricing supplement, if applicable, will be deemed to be underwriters, dealers or agents in connection with the New Bonds offered thereby, and if any of the firms expressly referred to below is not named in such Prospectus Supplement or a related pricing supplement, then such firm will not be a party to the underwriting or distribution agreement in respect of such New Bonds, will not be purchasing any such New Bonds from the Company and will have no direct or indirect participation in the underwriting or other distribution of such New Bonds, although it may participate in the distribution of such New Bonds under circumstances entitling it to a dealer's commission. If underwriters are used in the sale, the New Bonds will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The New Bonds may be offered to the public either through underwriting syndicates represented by one or more managing underwriters (which may include Merrill Lynch & Co. (Merrill Lynch, Pierce, Fenner & Smith Incorporated), or such other underwriter or underwriters as may be designated by the Company) or directly by one or more underwriters. Unless otherwise set forth in the Prospectus Supplement, the obligations of the underwriters to 7 9 purchase the New Bonds offered thereby will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all of such New Bonds if any are purchased. New Bonds may be sold directly by the Company or through any firm designated by the Company, from time to time. The Prospectus Supplement will set forth the name of any agent involved in the offer or sale of the New Bonds in respect of which the Prospectus Supplement is delivered and any commissions payable by the Company to such agent. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment. Underwriters, dealers and agents may be entitled under agreements entered into with the Company, to indemnification by the Company against certain civil liabilities, including liabilities under the Securities Act of 1933, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Underwriters, dealers and agents may engage in transactions with or perform services for the Company in the ordinary course of business. 8 10 - ------------------------------------------------------ - ------------------------------------------------------ NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT IN CONNECTION WITH AN OFFER MADE BY THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY OTHER PERSON, UNDERWRITER, DEALER OR AGENT. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF. THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. ------------------------ TABLE OF CONTENTS
PAGE ---- Available Information................. 2 Incorporation of Certain Documents by Reference........................... 2 The Company........................... 3 Use of Proceeds....................... 3 Ratio of Earnings to Fixed Charges.... 3 Description of the New Bonds.......... 3 Legal Opinions........................ 7 Experts............................... 7 Plan of Distribution.................. 7
- ------------------------------------------------------ - ------------------------------------------------------ - ------------------------------------------------------ - ------------------------------------------------------ MICHIGAN CONSOLIDATED GAS COMPANY FIRST MORTGAGE BONDS --------------------------- PROSPECTUS --------------------------- - ------------------------------------------------------ - ------------------------------------------------------ 11 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
DESCRIPTION - ---------------------------------------------------------------------------------- Securities and Exchange Commission Filing Fee..................................... $ 51,724 Mortgage Recording Fees........................................................... 5,000* Printing and Engraving............................................................ 30,000* Trustee Services.................................................................. 60,000* Legal Services.................................................................... 30,000* Accounting Services............................................................... 45,000* Rating Agency Fees................................................................ 125,000* Miscellaneous..................................................................... 28,276* -------- Total........................................................................ $375,000 ========
- ------------------------- * Estimated. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company's By-Laws and the Michigan Business Corporation Act ("MBCA") permit the Company's officers and directors to be indemnified under certain circumstances for expenses and, in some instances, for judgments, fines or amounts paid in settlement of civil, criminal, administrative and investigative suits or proceedings, including those involving alleged violations of the Securities Act of 1933. There is directors' and officers' liability insurance presently outstanding which insures the directors and officers of the Company against claims arising out of the performance of their duties. Any agreement relating to the issuance and sale of the New Bonds may provide for indemnification by the underwriters, dealers or agents of the directors and officers of the Company against certain civil liabilities, including liabilities under the Securities Act of 1933. MichCon has entered into indemnification contracts with each officer and director of MichCon that contain provisions similar to the provisions of the MBCA referred to above. II-1 12 ITEM 16. LIST OF EXHIBITS.
EXHIBIT NO. DESCRIPTION - ------- ----------- 1-1 Form of Distribution Agreement (to be filed on a subsequent Form 8-K). 4-1 Twenty-ninth Supplemental Indenture dated July 15, 1989 (Exhibit 4-1 to Form 8-K dated July 27, 1989); Thirtieth Supplemental Indenture dated as of September 1, 1991 (Exhibit 4-1 to Form 8-K dated September 27, 1991); Thirty-first Supplemental Indenture (Exhibit 4-1 to Form 8-K dated February 28, 1992); and Thirty-second Supplemental Indenture (Exhibit 4-1 to 1992 Form 10-K). 4-2 Thirty-Third Supplemental Indenture relating to the New Bonds.* 5-1 Opinion of Susan K. McNish, General Counsel and Secretary for MichCon.* 12-1 Computation of Ratio of Earnings to Fixed Charges.* 23-1 Independent Auditors' Consent -- Deloitte & Touche LLP.* 23-2 Consent of Susan K. McNish, General Counsel and Secretary of MichCon (included in Exhibit 5-1). 24-1 Powers of Attorney.* 24-2 Board resolution authorizing issuance of First Mortgage Bonds.* 25-1 Statement of Eligibility and Qualification of Citibank, N.A. and Robert T. Kirchner.*
- ------------------------- * Indicates documents filed herein. ** Exhibit number reference to MichCon's 1980 Annual Report on Form 10-K. References are to MichCon (File No. 1-7310) for documents incorporated by reference. ITEM 17. UNDERTAKINGS. The Company hereby undertakes: (a) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "1933 Act"); (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in this Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the "1934 Act") that are incorporated by reference in this Registration Statement; (b) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; II-2 13 (d) That, for purposes of determining any liability under the 1933 Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (e) That, insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions of the Company's By-Laws, the Michigan Business Corporation Act or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be covered by the final adjudication of such issue. II-3 14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on May 4, 1995. MICHIGAN CONSOLIDATED GAS COMPANY By: /s/ DAVID R. NOWAKOWSKI ------------------------------------ DAVID R. NOWAKOWSKI Controller, Treasurer and Chief Accounting Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the date indicated.
TITLE DATE ----- ---- * Director, Chairman May 4, 1995 - --------------------------------------------- Alfred R. Glancy III * Director, President and May 4, 1995 - --------------------------------------------- Chief Executive Officer Stephen E. Ewing /s/ DAVID R. NOWAKOWSKI Controller, Treasurer and May 4, 1995 - --------------------------------------------- Chief Accounting Officer David R. Nowakowski * Director, Senior Vice President, May 4, 1995 - --------------------------------------------- Gas Operations Carl J. Croskey * Director May 4, 1995 - --------------------------------------------- William K. McCrackin * Director May 4, 1995 - --------------------------------------------- Daniel L. Schiffer * Director, Senior Vice President, May 4, 1995 - --------------------------------------------- Corporate Resources John E. vonRosen *By: /s/ DAVID R. NOWAKOWSKI - --------------------------------------------- David R. Nowakowski Attorney-in-Fact
II-4 15 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------- ----------- 1-1 Form of Distribution Agreement (to be filed on a subsequent Form 8-K). 4-1 Twenty-ninth Supplemental Indenture dated July 15, 1989 (Exhibit 4-1 to Form 8-K dated July 27, 1989); Thirtieth Supplemental Indenture dated as of September 1, 1991 (Exhibit 4-1 to Form 8-K dated September 27, 1991); and Thirty-first Supplemental Indenture (Exhibit 4-1 to Form 8-K dated February 28, 1992); Thirty-second Supplemental Indenture (Exhibit 4-1 to 1992 Form 10-K). 4-2 Thirty-Third Supplemental Indenture relating to the New Bonds.* 5-1 Opinion of Susan K. McNish, General Counsel and Secretary for MichCon.* 12-1 Computation of Ratio of Earnings to Fixed Charges.* 23-1 Independent Auditors' Consent - Deloitte & Touche LLP.* 23-2 Consent of Susan K. McNish, General Counsel and Secretary of MichCon (included in Exhibit 5-1). 24-1 Powers of Attorney.* 24-2 Board resolution authorizing issuance of First Mortgage Bonds.* 25-1 Statement of Eligibility and Qualification of Citibank, N.A. and Robert T. Kirchner. * - --------------- * Indicates documents filed herein. ** Exhibit number reference to MichCon's 1980 Annual Report on Form 10-K. References are to MichCon (File No. 1-7310) for documents incorporated by reference. EX-4.2 2 EXHIBIT 4.2 1 Exhibit 4-2 ________________________________________________________________________________ ________________________________________________________________________________ THIRTY-THIRD SUPPLEMENTAL INDENTURE TO INDENTURE OF MORTGAGE AND DEED OF TRUST DATED AS OF MARCH 1, 1944 ____________ AS RESTATED IN PART II OF THE TWENTY-NINTH SUPPLEMENTAL INDENTURE DATED AS OF JULY 15, 1989 WHICH BECAME EFFECTIVE ON APRIL 1, 1994 ____________ MICHIGAN CONSOLIDATED GAS COMPANY TO CITIBANK, N.A. AND ROBERT T. KIRCHNER TRUSTEES DATED AS OF MAY 1, 1995 ____________ CREATING AN ISSUE OF FIRST MORTGAGE BONDS, designated SECURED MEDIUM-TERM NOTES, SERIES B DUE FROM 9 MONTHS OR MORE FROM DATE OF ISSUE ________________________________________________________________________________ ________________________________________________________________________________ 2 MICHIGAN CONSOLIDATED GAS COMPANY THIRTY-THIRD SUPPLEMENTAL INDENTURE DATED AS OF MAY 1, 1995 SUPPLEMENTAL TO INDENTURE OF MORTGAGE AND DEED OF TRUST DATED AS OF MARCH 1, 1944 ____________ TABLE OF CONTENTS* ____________
PAGE ---- Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Description of Property Acquired after Execution And Delivery of the Thirty-second Supplemental Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 PART I ------ PROVISIONS RELATING TO SECURED MEDIUM-TERM NOTES, SERIES B ARTICLE I CREATION OF AN ISSUE OF FIRST MORTGAGE BONDS, DESIGNATED AND DISTINGUISHED AS "SECURED MEDIUM-TERM NOTES, SERIES B" SECTION 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Bonds of Thirtieth Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 SECTION 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 SECTION 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Form of Redeemable Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Form of Non-Redeemable Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 SECTION 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 SECTION 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Temporary Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 ARTICLE II ISSUE OF BONDS OF THIRTIETH SERIES Aggregate Principal Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 PART II ------- AMENDMENTS TO INDENTURE Amendments to Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3 PART III -------- THE TRUSTEES The Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 PART IV ------- MISCELLANEOUS PROVISIONS Miscellaneous Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Testimonium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Executions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Acknowledgements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Schedule A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 * NOTE: The Table of Contents is not part of the original Indenture as executed.
4 1 THIS THIRTY-THIRD SUPPLEMENTAL INDENTURE, dated as of the 1st day of May, 1995, between MICHIGAN CONSOLIDATED GAS COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of Michigan (hereinafter called the "Company"), having its principal place of business at 500 Griswold Street, Detroit, Michigan, party of the first part, and CITIBANK, N.A. (formerly First National City Bank), a national banking association incorporated and existing under and by virtue of the laws of the United States of America, having an office at 111 Wall Street in the Borough of Manhattan, The City of New York, New York, successor to CITY BANK FARMERS TRUST COMPANY (hereinafter with its predecessors as trustee called the "Trustee"), and ROBERT T. KIRCHNER, having an office at 120 Wall Street, 13th Floor, New York, New York, successor to RALPH E. MORTON as individual trustee (hereinafter with his predecessors as individual trustee called the "Individual Trustee"), as Trustees under the Indenture hereinafter mentioned, parties of the second part (the Trustee and Individual Trustee being hereinafter together referred to as the "Trustees"): WHEREAS, the Company has heretofore executed and delivered to the Trustees an Indenture of Mortgage and Deed of Trust (hereinafter called the "Original Indenture"), dated as of March 1, 1944, to secure the Company's First Mortgage Bonds, unlimited in aggregate principal amount except as therein otherwise provided: a Twenty-ninth Supplemental Indenture, dated as of July 15, 1989; a Thirtieth Supplemental Indenture, dated as of September 1, 1991; a Thirty-first Supplemental Indenture, dated as of December 15, 1991; and a Thirty-second Supplemental Indenture, dated as of January 5, 1993; and WHEREAS, the Twenty-ninth Supplemental Indenture, which became effective April 1, 1994 when all bonds issued prior to March 1, 1987 were no longer outstanding, provided for the modification and reinstatement of the Original Indenture, as previously amended (the "Indenture"); and 5 2 WHEREAS, at the date hereof there were outstanding First Mortgage Bonds of the Company issued under the Indenture, of 4 series (all outstanding bonds of 25 other series having been previously retired) in the principal amounts set forth below:
Amount Outstanding Designation Amount As of of Series Initially Issued 3/31/95 ----------- ---------------- ---------- First Mortgage Bonds (Secured Term Notes, Series A) 6-1/4% Series due 1997................... 50,000,000 50,000,000 8% Series due 2002....................... 70,000,000 70,000,000 First Mortgage Bonds (Secured Medium-Term Notes, Series A) 9-1/8% Series due 2004................... 55,000,000 55,000,000 9-1/2% Series due 2019................... 5,000,000 5,000,000 First Mortgage Bonds 9-1/2% Series due 2021................... 40,000,000 40,000,000 First Mortgage Bonds 8-1/4% Series due 2014.................. 80,000,000 80,000,000 (Secured Term Notes, Series B) First Mortgage Bonds (Secured Term Notes, Series B) 5-3/4% Series due 2001................... 60,000,000 60,000,000 First Mortgage Bonds (Secured Term Notes, Series B) 7% Series due 2025....................... 40,000,000 40,000,000 First Mortgage Bonds (Secured Term Notes, Series A) 6-3/4% Series due 2023................... 20,000,000 18,967,000 and
WHEREAS, the Company desires in and by this Thirty-third Supplemental Indenture to create a Thirtieth series of bonds to be issued under the Indenture, to designate or otherwise distinguish such series, to specify the particulars necessary to describe and define the same, and to specify such other provisions and agreements in respect thereof as are in the Indenture provided or permitted; and WHEREAS, the Company also desires in and by this Thirty-third Supplemental Indenture to record the description of, and confirm unto the Trustees, certain property acquired after the execution and delivery of the Thirty-second Supplemental Indenture, and now subject to the lien of the Indenture by virtue of the provisions thereof conveying to the Trustees property acquired after its execution and delivery; and WHEREAS, the Company has requested the Trustee to join with it in the execution and delivery of this Thirty-third Supplemental Indenture to supplement and amend the Indenture, by amending and restating certain provisions thereof, to cause the Indenture to comply with the Trust Indenture Act of 1939 effected by the Trust Indenture Reform Act of 1990 and by modifying certain other provisions of the Indenture. WHEREAS, Section 15.01 of the Indenture provides, among other things, that the Company, when authorized by resolution of its Board of Directors, and the Trustees, from time to time and at any time, subject to the conditions, limitations and restrictions in the Indenture, may enter into an indenture or indentures supplemental to the Indenture and which thereafter shall form a part thereof for the purposes, among others, (i) not inconsistent with the terms of 6 3 the Indenture, (ii) of curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision contained in the Indenture and (iii) of making other provisions with respect to matters or questions arising under the Indenture provided that such other provisions shall not adversely affect the bondholders. WHEREAS, the Company has determined that this Thirty-third Supplemental Indenture complies with said Section 15.01. WHEREAS, all the conditions and requirements necessary to make this Thirty-third Supplemental Indenture, when duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed, have been done, performed and fulfilled, and the execution and delivery of this Thirty-third Supplemental Indenture in the form and with the terms hereof have been in all respects duly authorized; NOW, THEREFORE, in consideration of the premises and of other good and valuable considerations, it is agreed by and between the Company and the Trustees as follows: DESCRIPTION OF PROPERTY ACQUIRED AFTER EXECUTION AND DELIVERY OF THE THIRTY-SECOND SUPPLEMENTAL INDENTURE The Company hereby confirms unto the Trustees, and records the description of, the property described in Schedule A attached hereto and expressly made a part hereof, which property has been acquired by the Company after the execution and delivery of the Thirty-second Supplemental Indenture and which is now subject to the lien of the Indenture in all respects as if originally described therein. PART I PROVISIONS RELATING TO SECURED MEDIUM-TERM NOTES, SERIES B ARTICLE I CREATION OF AN ISSUE OF FIRST MORTGAGE BONDS, DESIGNATED AND DISTINGUISHED AS "SECURED MEDIUM-TERM NOTES, SERIES B." SECTION 1. There is hereby created a Thirtieth series of bonds to be issued under and secured by the Indenture, to be known as "First Mortgage Bonds," designated and distinguished as "Secured Medium-Term Notes, Series B" of the Company (herein sometimes called "Bonds of Thirtieth Series"). The Bonds of Thirtieth Series may be issued without limitation as to aggregate principal amount except as provided in the Indenture and in this Thirty-third Supplemental Indenture. The Bonds of Thirtieth Series shall be registered bonds without coupons and shall be dated as of the date of the authentication thereof by the Trustee. Each Bond of Thirtieth Series shall mature on such date nine months or more from date of issue, shall bear interest at such rate or rates selected by the purchaser and agreed to by the Company, or selected by the Company and agreed to by the purchaser payable semi-annually on the first day of February and August of each year and at maturity (each an interest payment date) and have such other terms and provisions not inconsistent with the Indenture as the Board of Directors may determine in accordance with a resolution filed with the Trustee referring to this Thirty-third Supplemental Indenture; the principal, premium, if any, and interest on the Bonds of Thirtieth Series shall be payable in lawful money of the United States of America; the place where such principal and premium, if any, shall be payable shall be the corporate trust office of the Trustee in the Borough of Manhattan, The City of New York, New York, and the place where such interest shall be payable shall be the office or agency of the 7 4 Company in said Borough of Manhattan, The City of New York, New York. So long as there is no existing default in the payment of interest on the Bonds of Thirtieth Series, all Bonds of Thirtieth Series authenticated by the Trustee after the record date hereinafter specified for any interest payment date, and prior to such interest payment date (unless the issue date hereinafter specified is after such record date) shall be dated the date of authentication, but shall bear interest from such interest payment date, and the person in whose name any Bond of Thirtieth Series is registered at the close of business on any record date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding any transfer or exchange of such Bond of Thirtieth Series subsequent to the record date and on or prior to such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name such Bond of Thirtieth Series is registered on the record date for the interest payment date fixed by the Company for the payment of such defaulted interest, provided that in no case shall such record date be less than ten days after notice thereof shall have been mailed to all registered holders of Bonds of Thirtieth Series; and provided that interest payable on a maturity date will be payable to the person to whom the principal thereof is payable. If the issue date of any Bond of Thirtieth Series is after such record date, such Bond shall bear interest from the issue date but payment of interest shall commence on the second interest payment date next succeeding the issue date. Any notice which is mailed as herein provided shall be conclusively presumed to have been properly and sufficiently given on the date of such mailing, whether or not the holder receives notice. The term "record date" as used herein with respect to any interest payment date shall mean the last business day which is more than ten (10) calendar days prior to such interest payment date. The term "business day" as used herein shall mean any day other than a Saturday or Sunday or a day on which the offices of the Trustee in the Borough of Manhattan, The City and State of New York, are authorized or required to be closed pursuant to authorization of law. The term "issue date" as used herein with respect to Bonds of Thirtieth Series of a designated interest rate and maturity shall mean the date of first authentication of Bonds of such designated interest rate and maturity. As used in this Section 1, the term "default in the payment of interest" means failure to pay interest on the applicable interest payment date disregarding any period of grace permitted by Section 9.01 of the Indenture. SECTION 2. Each Bond of Thirtieth Series may be redeemable prior to maturity, at the option of the Company in whole at any time or in part from time to time, or may be repayable by the Company at the option of the holder prior to its stated maturity, as the Board of Directors may determine in accordance with a resolution filed with the Trustee referring to this Thirty-third Supplemental Indenture, on notice given in the manner set forth in Article IV of the Indenture and as in this Section 2 provided; provided, however, that if at the time of mailing of any notice of redemption of Bonds of Thirtieth Series, the Company shall not have deposited with the Trustee and/or irrevocably directed the Trustee to apply, from money held by it available to be used for the redemption of Bonds of Thirtieth Series, an amount in cash sufficient to redeem all of the Bonds of Thirtieth Series called for redemption, such notice may state that it is subject to the receipt of the redemption monies by the Trustee before the date fixed for redemption and such notice shall be of no effect unless such monies are so received before such date; provided further, however, that any Bond of the Thirtieth Series may state that it may not be redeemed at the option of the Company through a refunding, directly or indirectly, by or in anticipation of the incurring of any debt which has an interest cost to the Company of less than the effective interest cost of such Bond. The term "interest cost to the Company" 8 5 shall mean the annual percentage yield to stated maturity of the debt at the net price to the Company therefore, determined by reference to a standard table of bond yields, with a straight-line interpolation if necessary. The "net price to the Company" shall be determined after adding all premiums and deducting all discounts, commissions, stand-by or commitment charges and any other compensation received or receivable directly from the Company by underwriters, investment bankers or other financing agents or purchasers. Prior to each redemption of any Bonds of Thirtieth Series at the option of the Company which by their terms are subject to the restrictions of this proviso, the Company will deliver to the Trustee an officers' certificate showing compliance with the proviso in the third preceding sentence prior to the "Limitation Date" specified on such Bonds. In case the Company shall at any time elect to redeem all or any part of the Bonds of Thirtieth Series, it shall give notice to the effect that it intends to redeem all or a part thereof, as the case may be, on a date therein designated, specifying in case of a redemption of a part of the Bonds of Thirtieth Series the distinctive numbers of the bonds to be redeemed and, if applicable, the portion of the bond to be redeemed and if at the time of mailing of any such notice of redemption of Bonds of Thirtieth Series the Company shall not have deposited with the Trustee and/or irrevocably directed the Trustee to apply, from money held by it available to be used for the redemption of Bonds of Thirtieth Series an amount in cash sufficient to redeem all of the bonds called for redemption, including accrued interest to such date fixed for redemption, such notice may state that it is subject to the receipt of the redemption monies by the Trustee before the date fixed for redemption and such notice shall be of no effect unless such monies are so received before such date. Such notice, in the case of redemption of Bonds of Thirtieth Series at the option of the Company, shall be given by mail by the Company, postage prepaid, at least thirty days prior to such redemption date, to the holders of all Bonds of Thirtieth Series to be so redeemed, at the addresses that shall appear upon the register thereof. Any notice which is mailed as herein provided shall be conclusively presumed to have been properly and sufficiently given on the date of such mailing, whether or not the holder receives the notice. In any case, failure to give due notice by mail, or any defect in the notice, to the registered owners of any Bonds of Thirtieth Series designated for redemption as a whole or in part, shall not affect the validity of the proceedings for the redemption of any other bonds. If less than the whole principal amount of a Bond of Thirtieth Series shall be called for redemption or be repurchased, the Company shall execute and the Trustee shall authenticate and deliver, without charge, to the holder thereof, a Bond or Bonds of Thirtieth Series (but only of authorized denominations) for the unredeemed or unpurchased balance of the principal amount of the Bond of Thirtieth Series surrendered. SECTION 3. The Bonds of Thirtieth Series shall be registered bonds without coupons. The Trustee shall be the registrar and paying agent for the Bonds of the Thirtieth Series, which duties it hereby accepts. Bonds of Thirtieth Series may be issued in the denomination of $1,000 or any integral multiple thereof. The forms of Bonds of Thirtieth Series shall be substantially as follows or in the form set forth in a resolution of the Board of Directors of the Company referring to this Thirty-third Supplemental Indenture filed with the Trustee (any of the provisions of such Bond may be set forth on the reverse side thereof): [FORM OF REDEEMABLE BOND, IF ANY, OF THIRTIETH SERIES] Unless and until this Bond is exchanged in whole or in part for certificated Bonds registered in the names of the various beneficial holders hereof as then certified to the Trustee by The Depository Trust Company or its successor (the 9 6 "Depositary"), this Bond 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 or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate 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 Cede & Co. or such other name as requested by an authorized representative of the Depositary and any amount payable thereunder is made payable to Cede & Co. or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. MICHIGAN CONSOLIDATED GAS COMPANY SECURED MEDIUM-TERM NOTE, SERIES B being a series of FIRST MORTGAGE BONDS ORIGINAL ISSUE DATE: INITIAL REDEMPTION DATE: LIMITATION DATE: MATURITY DATE: INITIAL REDEMPTION PERCENTAGE: INTEREST RATE: ANNUAL REDEMPTION PERCENTAGE REDUCTION: [REPAYMENT DATE(S):] [REPAYMENT PRICE(S):] [OTHER PROVISION(S):] MICHIGAN CONSOLIDATED GAS COMPANY (hereinafter called the "Company"), a corporation of the State of Michigan, for value received, hereby promises to pay to............................or registered assigns, the sum of...............Dollars on the Maturity Date specified above, at the corporate trust office of the Trustee hereinafter named in the Borough of Manhattan, The City of New York, New York or at the principal office of any successor in trust, in lawful money of the United States of America, and to pay interest thereon at the Interest Rate specified above, in like lawful money payable semi-annually at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York on the first day of February and August in each year and on the Maturity Date (each an Interest Payment Date) from the Issue Date specified above or from the most recent Interest Payment Date to which interest has been paid, commencing on the Interest Payment Date next succeeding the Issue Date, until the Company's obligation with respect to the payment of such principal sum shall be discharged as provided in the indentures hereinafter mentioned; provided, however, if the date of this bond is after a Record Date (defined below) with respect to any Interest Payment Date and prior to such Interest Payment Date, then interest shall be payable only from such Interest Payment Date (unless the Issue Date is after such Record Date). If the Issue Date is after such Record Date, then payment of interest shall commence on the second Interest Payment Date succeeding the Issue Date (but shall be payable from the Issue Date). If the Company shall default in the payment of interest due on any Interest Payment Date, then interest shall be payable from the next preceding Interest Payment Date to which interest has been paid, or, if no such interest has been paid on the bonds, from the Issue Date. So long as there is no existing default in the payment of interest, the person in whose name this bond was registered at the close of business on any Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date, except that if the Company shall default in the payment of interest due on such Interest Payment Date such defaulted interest shall be paid to the person in whose name this bond is registered on the Record Date for the Interest Payment Date fixed by the Company for the payment of such defaulted interest, provided 10 7 that in no case shall such Record Date be less than ten days after notice thereof shall have been mailed to all registered holders of bonds of this series. The term "Record Date" shall mean the close of business on January 15 next preceding a February 1 Interest Payment Date or July 15 next preceding an August 1 Interest Payment Date, as the case may be. This bond is one, of the series hereinafter specified, of the bonds of the Company (herein called the "bonds") known as its "First Mortgage Bonds," issued and to be issued in one or more series under, and all equally and ratably secured by, an Indenture of Mortgage and Deed of Trust dated as of March 1, 1944, duly executed by the Company to City Bank Farmers Trust Company (Citibank, N.A., successor trustee, herein called the "Trustee") and Ralph E. Morton (Robert T. Kirchner, successor Individual Trustee), Trustees, as restated in Part II of the Twenty-ninth Supplemental Indenture dated as of July 15, 1989, which became effective on April 1, 1994, to which Indenture and all indentures supplemental thereto executed on and after July 15, 1989 reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and conditions upon which the bonds are, and are to be, issued and secured, and the rights of the holders of the bonds and of the Trustees in respect of such security (which Indenture and all indentures supplemental thereto, including the Thirty-third Supplemental Indenture dated as of May 1, 1995, are hereinafter collectively called the Indenture). As provided in said Indenture, the bonds may be for various principal sums and are issuable in series, which may mature at different times, may bear interest at different rates and may otherwise vary as therein provided; and this bond is one of a series entitled "First Mortgage Bonds," designated "Secured Medium-Term Notes, Series B," herein called Secured Medium-Term Notes, Series B, created by the Thirty-third Supplemental Indenture dated as of May 1, 1995 as provided for in said Indenture. With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and/or the rights of the holders of the Bonds of the Thirtieth Series and/or the terms and provisions of the Indenture may be modified or altered by such affirmative vote or votes of the holders of the bonds then outstanding as are specified in the Indenture. The bonds of this series are subject to redemption at the option of the Company on any date on and after the Initial Redemption Date, if any, specified above (any date fixed for redemption shall hereinafter be called a "Redemption Date"). If no Initial Redemption Date is set forth above, this bond may not be redeemed at the option of the Company prior to the Maturity Date specified above. On and after the Initial Redemption Date, if any, this bond may be redeemed at any time in whole or from time to time in part at the option of the Company at the applicable Redemption Price (as defined below) together with interest accrued and unpaid hereon to such Redemption Date. In the event of redemption of this bond in part only, a new bond or bonds for the unredeemed portion hereof will be issued to the holder hereof upon the cancellation hereof. If this bond is redeemable in the foregoing manner at the option of the Company, the Redemption Price shall initially be the Initial Redemption Percentage specified above of the principal amount of this bond to be redeemed and shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if any, specified above of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount. If a Limitation Date is specified above, this bond shall not be redeemed at the option of the Company prior to such Limitation Date, through a refunding, directly or indirectly, by or in anticipation of the incurring of any debt which has an effective interest cost to the Company (as defined in the Thirty-Third Supplemental Indenture) of less than the effective interest cost of this bond. 11 8 [This bond will be subject to repayment at the option of the holder hereof on the Repayment Date(s) and at the Repayment Price(s) (expressed as a percentage of the principal amount hereof), if any, specified above. If no Repayment Dates are set forth above, this bond may not be so repaid prior to the Maturity Date. On each Repayment Date, if any, this bond shall be repayable in whole or in part at the option of the holder hereof at the applicable Repayment Price set forth above, together with interest accrued and unpaid hereon to such Repayment Date. For this bond to be repaid in whole or in part at the option of the holder hereof, this bond must be received with the form entitled "Option to Elect Repayment" below duly completed, by the Trustee at its corporate trust office not less than 30 nor more than 60 days prior to a Repayment Date. Exercise of such repayment option shall be irrevocable. Such option may be exercised by the holder for less than the principal amount provided that the principal amount remaining outstanding after repayment is at least $1,000 or any amount that is a multiple of $1,000, or such other minimum denomination specified above.] Notice of any redemption of this bond to be redeemed at the option of the Company (which notice may be made subject to receipt of the redemption monies by the Trustee before the date fixed for redemption) shall be given by mail at least thirty days prior to the redemption date, subject to the conditions set forth as more fully provided in said Indenture and in said Thirty-third Supplemental Indenture. In the event that any bond shall not be presented for payment when all or a portion of the principal thereof becomes due, either at maturity or otherwise or at the date fixed for the redemption thereof, and the Company shall have on deposit with the Trustee in trust for the purpose, on the date when such payment is so due, funds sufficient to pay such principal amount of such bond (and premium, if any), together with all interest due thereon to the Maturity Date of such bond or to the date fixed for the redemption thereof [or the date of repurchase], for the use and benefit of the registered owner thereof, then all liability of the Company to the registered owner of said bond for the payment of such principal amount thereof and interest thereon (and premium, if any), shall forthwith cease, determine and be completely discharged and such registered owner shall no longer be entitled to any lien or benefit of said Indenture with respect to such principal amount. In case an event of default as defined in said Indenture shall occur, the principal of this bond may become or be declared due and payable in the manner, with the effect, and subject to the conditions provided in said Indenture. This bond is transferable by the registered owner hereof in person, or by an attorney duly authorized in writing, at the corporate trust office of the Trustee in the Borough of Manhattan, The City of New York, New York, upon surrender and cancellation of this bond, and upon any such transfer a new registered bond or bonds of the same series for the same aggregate principal amount, interest rate or rates, issue date, maturity date and redemption provisions, if any, will be issued to the transferee or transferees in exchange herefor; and bonds of this series may, at the option of the registered owners and upon surrender at said office, be exchanged for registered bonds of this series of the same aggregate principal amount, interest rate or rates, issue date, maturity date, and redemption provisions, if any, in larger or smaller authorized denominations, all without service charge (except for any stamp tax or other governmental charge). No recourse shall be had for the payment of the principal of, or the interest on, this bond, or for any claim based hereon or otherwise in respect hereof or of said Indenture or any indenture supplemental thereto, against any incorporator, or against any stockholder, director or officer, past, present or future, of the Company, as such, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability, 12 9 whether at common law, in equity, by any constitution, statute or otherwise, of incorporators, stockholders, directors or officers being waived and released by every owner hereof by the acceptance of this bond and as part of the consideration for the issue hereof, and being likewise waived and released by the terms of said Indenture. This bond shall not be valid or become obligatory for any purpose unless and until the certificate heron shall have been executed by the Trustee or its successor in trust under said Indenture. IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this bond to be executed under its name with the signature of its Chairman, Chief Executive Officer, President, Vice Chairman or a Vice-President, or any other officer selected by the Board of Directors, under its corporate seal, which may be a facsimile, attested with the signature of its Secretary or one of its Assistant Secretaries. Dated:............................ MICHIGAN CONSOLIDATED GAS COMPANY, By .................................. President Attest: .................................. Secretary The form of Trustee's certificate to be borne by all Bonds of Thirtieth Series shall be substantially as follows: [FORM OF TRUSTEE'S CERTIFICATE] This bond is one of the bonds of the series designated therein, described in the within-mentioned Indenture and Thirty-third Supplemental Indenture. CITIBANK, N.A., as Trustee, By................................... Authorized Signatory [OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably requests and instructs the Company to repay this bond (or portion hereof specified below) pursuant to its terms at a price equal to the applicable Repayment Price thereof together with interest to the Repayment Date, to the undersigned at ______________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Please print or typewrite name and address of the undersigned) 13 10 If less than the entire principal amount of this bond is to be repaid, specify the portion hereof which the holder elects to have repaid __________; and specify the denomination or denominations (which shall be authorized denomination(s)) of the bond(s) to be issued to the holder for the portion of this bond not being repaid (in the absence of any such specification, one such bond will be issued for the portion not being repaid): ____________________. Date:_________________________ Signature of holder:_______________________ Signature Guarantee:_______________________] ________________________________________________________________________________ [FORM OF NON-REDEEMABLE BOND, IF ANY, OF THIRTIETH SERIES] Unless and until this Bond is exchanged in whole or in part for certificated Bonds registered in the names of the various beneficial holders hereof as then certified to the Trustee by The Depository Trust Company or its successor (the "Depositary"), this Bond 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 or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate 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 Cede & Co. or such other name as requested by an authorized representative of the Depositary and any amount payable thereunder is made payable to Cede & Co. or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. MICHIGAN CONSOLIDATED GAS COMPANY SECURED MEDIUM-TERM NOTE, SERIES B being a series of FIRST MORTGAGE BONDS ORIGINAL ISSUE DATE: MATURITY DATE: INTEREST RATE: [REPAYMENT PROVISION(S):] [REPAYMENT PRICE(S):] [OTHER PROVISION(S):] MICHIGAN CONSOLIDATED GAS COMPANY (hereinafter called the "Company"), a corporation of the State of Michigan, for value received, hereby promises to pay to....................................... or registered assigns, the sum of ...........Dollars on the Maturity Date specified above, at the corporate trust office of the Trustee hereinafter named in the Borough of Manhattan, The City of New York, New York, or at the principal office of any successor in trust, in lawful money of the United States of America, and to pay interest thereon at the Interest Rate specified above, in like lawful money payable semi-annually at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York on the first day of February and August in each year and on the Maturity Date (each an Interest Payment Date) from the Issue Date specified above or from the most recent Interest Payment Date to which interest has been paid, commencing on the Interest Payment Date next succeeding the Issue Date, until the Company's obligation with respect to the payment of such principal sum shall be discharged as provided in the indentures hereinafter mentioned; provided, however, if the date of this bond is after a Record Date (defined below) with respect to any Interest Payment Date and prior to such Interest Payment Date, then interest shall be payable only from such Interest Payment Date (unless the 14 11 Issue Date is after such Record Date). If the Issue Date is after such Record Date, then payment of interest shall commence on the second Interest Payment Date succeeding the Issue Date (but shall be payable from the Issue Date). If the Company shall default in the payment of interest due on any Interest Payment Date, then interest shall be payable from the next preceding Interest Payment Date to which interest has been paid, or, if no such interest has been paid on the bonds, from the Issue Date. So long as there is no existing default in the payment of interest, the person in whose name this bond was registered at the close of business on any Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date, except that if the Company shall default in the payment of interest due on such Interest Payment Date such defaulted interest shall be paid to the person in whose name this bond is registered on the Record Date for the Interest Payment Date fixed by the Company for the payment of such defaulted interest, provided that in no case shall such Record Date be less than ten days after notice thereof shall have been mailed to all registered holders of bonds of this series. The term "Record Date" shall mean the close of business on January 15 next preceding a February 1 Interest Payment Date or July 15 next preceding an August 1 Interest Payment Date, as the case may be. This bond is one, of the series hereinafter specified, of the bonds of the Company (herein called the "bonds") known as its "First Mortgage Bonds," issued and to be issued in one or more series under, and all equally and ratably secured by, an Indenture of Mortgage and Deed of Trust dated as of March 1, 1944, duly executed by the Company to City Bank Farmers Trust Company (Citibank, N.A., successor trustee, herein called the "Trustee") and Ralph E. Morton (Robert T. Kirchner, successor Individual Trustee), Trustees, as restated in Part II of the Twenty-ninth Supplemental Indenture dated as of July 15, 1989, which became effective on April 1, 1994, to which Indenture and all indentures supplemental thereto executed on and after July 15, 1989 reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and conditions upon which the bonds are, and are to be, issued and secured, and the rights of the holders of the bonds and of the Trustees in respect of such security (which Indenture and all indentures supplemental thereto, including the Thirty-third Supplemental Indenture dated as of May 1, 1995, are hereinafter collectively called the Indenture). As provided in said Indenture, the bonds may be for various principal sums and are issuable in series, which may mature at different times, may bear interest at different rates and may otherwise vary as therein provided; and this bond is one of a series entitled "First Mortgage Bonds," designated "Secured Medium-Term Notes, Series B," herein called Secured Medium-Term Notes, Series B, created by the Thirty-third Supplemental Indenture dated as of May 1, 1995 as provided for in said Indenture. With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and/or the rights of the holders of the Bonds of the Thirtieth Series and/or the terms and provisions of the Indenture may be modified or altered by such affirmative vote or votes of the holders of the bonds then outstanding as are specified in the Indenture. This Bond shall not be redeemable prior to the Maturity Date. [This bond will be subject to repayment at the option of the holder hereof on the Repayment Date(s) and at the Repayment Price(s) (expressed as a percentage of the principal amount hereof), if any, specified above. If no Repayment Dates are set forth above, this bond may not be so repaid prior to the Maturity Date. On each Repayment Date, if any, this bond shall be repayable in whole or in part at the option of the holder hereof at the applicable Repayment Price set forth above, together with interest accrued and unpaid hereon to such Repayment Date. For this bond to be repaid in whole or in part at the option of the holder hereof, this bond must be received with the form entitled "Option to Elect Repayment" below duly completed, by the Trustee at its corporate trust office not 15 12 less than 30 nor more than 60 days prior to a Repayment Date. Exercise of such repayment option shall be irrevocable. Such option may be exercised by the holder for less than the principal amount provided that the principal amount remaining outstanding after repayment is at least $1,000 or any amount that is a multiple of $1,000, or such other minimum denomination specified above.] In the event that any bond shall not be presented for payment when all or a portion of the principal thereof becomes due at maturity and the Company shall have on deposit with the Trustee in trust for the purpose, on the date when such payment is so due, funds sufficient to pay such principal amount of such bond (and premium, if any), together with all interest due thereon to the Maturity Date of such bond [or the date of repurchase,] for the use and benefit of the registered owner thereof, then all liability of the Company to the registered owner of said bond for the payment of such principal amount thereof and interest thereon (and premium, if any), shall forthwith cease, determine and be completely discharged and such registered owner shall no longer be entitled to any lien or benefit of said Indenture with respect to such principal amount. In case an event of default as defined in said Indenture shall occur, the principal of this bond may become or be declared due and payable in the manner, with the effect, and subject to the conditions provided in said Indenture. This bond is transferable by the registered owner hereof in person, or by attorney duly authorized in writing, at the corporate trust office of the Trustee in the Borough of Manhattan, The City of New York, New York, upon surrender and cancellation of this bond, and upon any such transfer a new registered bond or bonds of the same series for the same aggregate principal amount, interest rate or rates, issue date, maturity date and redemption provisions, if any, will be issued to the transferee or transferees in exchange herefor; and bonds of this series may, at the option of the registered owners and upon surrender at said office, be exchanged for registered bonds of this series of the same aggregate principal amount, interest rate or rates, issue date, maturity date, and redemption provisions, if any, in larger or smaller authorized denominations, all without service charge (except for any stamp tax or other governmental charge). No recourse shall be had for the payment of the principal of, or the interest on, this bond, or for any claim based hereon or otherwise in respect hereof or of said Indenture or any indenture supplemental thereto, against any incorporator, or against any stockholder, director or officer, past, present or future, of the Company, as such, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability, whether at common law, in equity, by any constitution, statute or otherwise, of incorporators, stockholders, directors or officers being waived and released by every owner hereof by the acceptance of this bond and as part of the consideration for the issue hereof, and being likewise waived and released by the terms of said Indenture. This bond shall not be valid or become obligatory for any purpose unless and until the certificate hereon shall have been executed by the Trustee or its successor in trust under said Indenture. IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this bond to be executed in its name with the signature of its Chairman, Chief Executive Officer, President, Vice Chairman or a Vice President or any officer selected by the Board of Directors, and its corporate seal, which may be a facsimile, attested with the signature of its Secretary or one of its Assistant Secretaries. 16 13 Dated: ........................... MICHIGAN CONSOLIDATED GAS COMPANY, By................................... President Attest: .................................. Secretary The form of Trustee's certificate to be borne by all Bonds of Thirtieth Series shall be substantially as follows: [FORM OF TRUSTEE'S CERTIFICATE] This bond is one of the bonds of the series designated therein, described in the within-mentioned Indenture and Thirty-third Supplemental Indenture. CITIBANK, N.A., as Trustee By.................................. Authorized Signatory [OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably requests and instructs the Company to repay this bond (or portion hereof specified below) pursuant to its terms at a price equal to the applicable Repayment Price thereof together with interest to the Repayment Date, to the undersigned at _____________________________________ _______________________________________________________________________________ _______________________________________________________________________________ (Please print or typewrite name and address of the undersigned) If less than the entire principal amount of this bond is to be repaid, specify the portion hereof which the holder elects to have repaid __________; and specify the denomination or denominations (which shall be authorized denomination(s)) of the bond(s) to be issued to the holder for the portion of this bond not being repaid (in the absence of any such specification, one such bond will be issued for the portion not being repaid): ____________________. Date:____________________________ Signature of holder:_______________________ Signature Guarantee:_______________________] _______________________________________________________________________________ SECTION 4. Bonds of Thirtieth Series shall be exchangeable, at the option of the registered owners thereof and upon surrender thereof at the corporate trust office of the Trustee in the Borough of Manhattan, The City of New York, New York, for registered bonds of the same aggregate principal amount, issue date, maturity date, interest rate or rates, and redemption provisions, if any, but of different authorized denomination or denominations, such exchanges to be made without service charge (except for any stamp tax or other governmental charge). Every bond so surrendered shall be accompanied by a proper transfer power duly executed by the registered owner or by duly authorized attorney transferring such bond to the Company, and the signature to such transfer power shall be guaranteed to the satisfaction of the Trustee. All bonds so surrendered shall be forthwith canceled and delivered to or upon the order of the Company. All bonds executed, 17 14 authenticated and delivered in exchange for bonds so surrendered shall be valid obligations of the Company, evidencing the same debt as the bonds surrendered, and shall be secured by the same lien and be entitled to the same benefits and protection as the bonds in exchange for which they are executed, authenticated and delivered. The Company shall not be required to make any such exchange or any registration of transfer (1) during a period of fifteen days next preceding any interest payment date, but only if there is an existing default in the payment of interest on the Bonds of Thirtieth Series or (2) after the bond so presented for exchange or registration of transfer, or any portion thereof, has been called for redemption and notice thereof given to the registered owner. SECTION 5. Pending the preparation of definitive Bonds of Thirtieth Series the Company may from time to time execute, and upon its written order, the Trustee shall authenticate and deliver, in lieu of such definitive bonds and subject to the same provisions, limitations and conditions, one or more temporary bonds, in registered form, of any denomination specified in the written order of the Company for the authentication and delivery thereof, and with such omissions, insertions and variations as may be determined by the Board of Directors of the Company. Such temporary bonds shall be substantially of the tenor of the bonds to be issued as hereinbefore recited, but such temporary bonds may, in lieu of the statement of the specific redemption prices required to be set forth in Bonds of Thirtieth Series in definitive form, include a reference to this Thirty-third Supplemental Indenture for a statement of such redemption prices. If any such temporary Bonds of Thirtieth Series shall at any time be so authenticated and delivered in lieu of definitive bonds, the Company shall upon request at its own expense prepare, execute and deliver to the Trustee and thereupon, upon the presentation and surrender of temporary bonds, the Trustee shall authenticate and deliver in exchange therefor, without charge to the holder, definitive bonds of the same series, interest rate or rates, issue date, maturity date, redemption provision, if any, and for the same principal sum in the aggregate as the temporary bonds surrendered. All temporary bonds so surrendered shall be forthwith canceled by the Trustee and delivered to or upon the order of the Company. Until exchanged for definitive bonds the temporary bonds shall in all respects be entitled to the lien and security of the Indenture and all supplemental indentures. ARTICLE II ISSUE OF BONDS OF THIRTIETH SERIES Bonds of Thirtieth Series in the aggregate principal amount of $150,000,000 may be executed, authenticated and delivered from time to time as permitted by the provisions of the Indenture. PART II AMENDMENTS TO THE INDENTURE A. The definition of "Trust Indenture Act of 1939" in ARTICLE I of the Indenture is amended to add to such definition the phrase "as amended by the Trust Indenture Reform Act of 1990 and" after the date "1939," in the second line of such definition. B. Section 2.01 is hereby amended to delete the last full sentence of the second paragraph of Section 2.01 and to insert in its place the following sentence "All Bonds of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the authority granted in such resolution of the Board of Directors or in any such indenture supplemental hereto." 18 15 C. Section 2.05 is hereby amended to add the phrase "insert, tenor" after the word "series" in the thirteenth line and eighteenth line thereof. D. Section 2.06 is hereby amended to: (1) add the phrase "and tenor" after the word "series" in the eleventh line of the first paragraph thereof; and (2) add the word "tenor" after the word "series" in the eighth line of the third paragraph thereof. E. Section 12.04 of the Indenture is hereby amended to read in its entirety as follows: "The Trustee for the bonds of any series issued hereunder shall be subject to the provisions of Section 310(b) of the Trust Indenture Act of 1939 during the period of time provided for therein. In determining whether the Trustee has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act of 1939 with respect to the bonds of any series, there shall be excluded this Indenture with respect to the bonds of any particular series of bonds other than that series. Nothing herein shall prevent the Trustee from filing with the Securities and Exchange Commission the application referred to in the penultimate paragraph of Section 310(b) of the Trust Indenture Act." F. Section 5.17 of the Indenture is hereby amended to: (1) delete the word "and" from the end of the seventh line of subsection D. thereof; (2) add a new subsection E. thereto, which will read in its entirety as follows: "E. The Company will furnish to the Trustee, not less often than annually, a certificate of the principal executive officer, principal financial officer or principal accounting officer, stating whether or not, to the knowledge of the signer, the Company has complied with all conditions and covenants on its part contained in this Indenture (provided that, for purposes of this subsection E., compliance shall be determined without regard to any grace period or requirements of notice provided pursuant to the terms of this Indenture); and"; and (3) change subsection "E." to "F.". G. Section 12.05 is hereby amended to: (1) delete the phrase "Section 12.04" in the eighteenth line, twentieth line and last line thereof and to add the phrase in substitution for each such deleted phrase "Section 310(b) of the Trust Indenture Act of 1939"; and (2) to add immediately after the word "resignation," in the twentieth line thereof the phrase "(unless the Trustee's duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act of 1939)." H. Section 12.09 of the Indenture is hereby amended to: (1) substitute the word "three" for the word "four" in the fifth line of subsection A. thereof; (2) substitute the word "three" for the word "four" in the fourth line of subsection A.1. thereof; 19 16 (3) substitute the word "three" for the word "four" in the fourth line of subsection A.2. thereof; (4) substitute the word "three" for the word "four" in the fourth line of subsection B.2. thereof; (5) substitute the word "three" for the word "four" in the fourth and tenth lines, respectively, of subsection B.3. thereof; (6) substitute the word "three" for the word "four" in the second line of the first full paragraph immediately after subsection B.4. thereof; and (7) substitute the word "three" for the word "four" in the second, sixth and eleventh lines, respectively, of subsection D thereof. I. Section 12.10.A. of the indenture is hereby amended to: (1) add the phrase "any of the following events which may have occurred during the twelve months preceding the date of such report (but if no event has occurred within such period, no report need be transmitted)" immediately after the word "to" on the fourth line of subsection A. of Section 12.10; (2) add the phrase "any change to" immediately after the subsection number "1." of subsection 12.10.A.1.; (3) add a new subsection 2. thereto, which will read in its entirety as follows: "2. the creation of or any material change to a relationship specified in Section 310(b)(1) through Section 310(b)(10) of the Trust Indenture Act of 1939;" (4) change subsection number "2." to "3."; (5) change subsection numbers "3." and "4." to "4." and "5.", respectively, and add the phrase "any change to" immediately after such subsection numbers; and (6) change subsection numbers "5.", "6." and "7." to "6.", "7." and "8.", respectively. J. Section 15.01.G. is hereby amended to delete the sentence "To provide for any form of Book Entry Bonds." and to insert in its place the following sentence "To establish the form or terms of bonds of any series as permitted by Sections 2.01 and 3.01 hereof." K. Section 17.08 is hereby amended to add to such section the parenthetical phrase "(other than annual certificates provided pursuant to Section 5.19.E)" following the word "Indenture" in the second line thereof. PART III THE TRUSTEES The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Thirty-third Supplemental Indenture or the due execution hereof by the Company, or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company. Except as herein otherwise provided, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustees by reason of 20 17 this Thirty-third Supplemental Indenture other than as set forth in the Indenture and this Thirty-third Supplemental Indenture is executed and accepted on behalf of the Trustees, subject to all the terms and conditions set forth in the Indenture, as fully to all intents as if the same were herein set forth at length. PART IV MISCELLANEOUS PROVISIONS Except insofar as herein otherwise expressly provided, all the provisions, terms and conditions of the Indenture, shall be deemed to be incorporated in, and made a part of, this Thirty-third Supplemental Indenture; and the Twenty-ninth Supplemental Indenture dated as of July 15, 1989, by the Thirtieth Supplemental Indenture dated as of September 1, 1991, by the Thirty-first Supplemental Indenture dated as of December 15, 1991, by the Thirty-second Supplemental Indenture dated as of January 5, 1993, and by this Thirty-third Supplemental Indenture is in all respects ratified and confirmed; and the Indenture and said Supplemental Indentures shall be read, taken and construed as one and the same instrument. Nothing in this Thirty-third Supplemental Indenture is intended, or shall be construed, to give to any person or corporation, other than the parties hereto and the holders of bonds issued and to be issued under and secured by the Indenture, any legal or equitable right, remedy or claim under or in respect of this Thirty-third Supplemental Indenture, or under any covenant, condition or provision herein contained, all the covenants, conditions and provisions of this Thirty-third Supplemental Indenture being intended to be, and being, for the sole and exclusive benefit of the parties hereto and of the holders of bonds issued and to be issued under the Indenture and secured thereby. All covenants, promises and agreements in this Thirty-third Supplemental Indenture contained by or on behalf of the Company shall bind its successors and assigns whether so expressed or not. This Thirty-third Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts when so executed shall be deemed to be an original; but all such counterparts shall together constitute but one and the same instrument. 21 18 IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this Thirty-third Supplemental Indenture to be executed by its Chairman, Chief Executive Officer, President, Vice Chairman or a Vice President, or any other officer selected by the Board of Directors, and its corporate seal to be hereunto affixed, duly attested by its Secretary or an Assistant Secretary, and Citibank, N.A., as Trustee as aforesaid, has caused the same to be executed by one of its authorized signatories and its corporate seal to be hereunto affixed, duly attested by another one of its authorized signatories, and Robert T. Kirchner, as Individual Trustee as aforesaid, has hereunto affixed his signature, on the respective dates of their acknowledgments hereinafter set forth, as of the date and year first above written. MICHIGAN CONSOLIDATED GAS COMPANY By /s/ STEPHEN E. EWING Attest: /s/ SUSAN K. McNISH -------------------- ------------------- Stephen E. Ewing, President Susan K. McNish, Secretary 500 Griswold Street 500 Griswold Street Detroit, Michigan Detroit, Michigan Signed, sealed, acknowledged and delivered by MICHIGAN CONSOLIDATED GAS COMPANY in the presence of: /s/ SHIRLEY ROBERTS ------------------- Shirley Roberts /s/ ROBERT DeGRYSE ------------------ Robert DeGryse Citibank, N.A., as Trustee, By /s/ WAFAA ORFY Attest: /s/ LOUIS A. PISCITELLI ------------------------- --------------------------- Wafaa Orfy Louis A. Piscitelli Senior Trust Officer Senior Trust Officer 120 Wall Street New York, New York /s/ ROBERT T. KIRCHNER ------------------------- Robert T. Kirchner, as Individual Trustee 120 Wall Street, 13th Floor New York, New York Signed, sealed, acknowledged and delivered by CITIBANK, N.A. and ROBERT T. KIRCHNER, in the presence of: /s/ JOSE R. GONZALEZ -------------------------------------- Jose R. Gonzalez /s/ REYNALDO L. DUMA -------------------------------------- Reynaldo L. Duma 22 19 State of Michigan } } ss. County of Wayne } The foregoing instrument was acknowledged before me this 1st day of May, 1995, by Stephen E. Ewing, President and Chief Executive Officer of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, on behalf of the corporation. /s/ JUDITH A. FOWLER -------------------------------------- Judith A. Fowler Notary Public, Wayne County, Michigan My Commission Expires February 13, 1999 State of New York } } ss. County of New York } The foregoing instrument was acknowledged before me this 3rd day of May, 1995, by Wafaa Orfy, Louis A. Piscitelli, of Citibank, N.A., a national banking association, on behalf of the association, as Trustee, and Robert T. Kirchner, as Individual Trustee as in said instrument described. /s/ DORIS WARE -------------------------------------- Doris Ware Notary Public, State of New York No. 01WA5017421 Qualified in Queens County Commission Expires September 7, 1995 This instrument drafted by: Susan K. McNish, General Counsel and Secretary Michigan Consolidated Gas Company 500 Griswold Street Detroit, Michigan 23 20 SCHEDULE A FIRST The following described real estate located in the State of Michigan: CLARE COUNTY The following described lands in Grant Township (Township 17 North, Range 4 West): FARWELL (1) A parcel of land fifty (50) feet by fifty (50) feet located in DISTRICT the Southeast corner of Lot 1, Burt Greer Subdivision being REGULATOR part of the Northeast 1/4 of the Southeast 1/4, Section 30, SITE together with an easement along the Easterly fifty (50) feet of Lot 1 from Harrison Roadway for ingress and egress, including fluid mineral and gas rights. CRAWFORD COUNTY The following described lands in the City of Grayling (Township 26 North, Range 3 West): GRAYLING (2) Parcels "10-B" and "10-C" of Lot 10 of the Recorded GAS Plat of Grayling Industrial Park recorded in Liber 4 of Plats, OPERATION page 17, Crawford County Records, further described as follows: CENTER Parcel 10-B being a part of Lot 10 located in the W 1/2 of Section 17, commencing at the N 1/4 corner of Section 17; thence S01 degree 37'32"W along the N-S 1/4 line 2021 feet; thence S89 degree 45'24"W 33.02 feet to the Northeast corner of Lot 10 of said plat; thence S01 degree 37'32"W along the East line of Lot 10 251.20 feet for a Point of Beginning; continuing S01 degree 37'32"W 150.00 feet; thence S89 degree 45'24"W along the South line of Lot 10 236.60 feet; thence N01 degree 00'12"W 151.25 feet; thence S89 degree 56'08"E 243.50 feet to the Point of Beginning and also Parcel 10-C being a part of Lot 10 located in the W 1/2 of Section 17, commencing at the N 1/4 corner of Section 17; thence S01 degree 37'32"W along the N-S 1/4 line 2021 feet; thence S89 degree 45'24"W 33.02 feet to the Northeast corner of Lot 10 of said plat; thence S89 degree 45'24"W along the North line of Lot 10 of said plat 255.00 feet for a Point of Beginning; continuing S89 degree 45'24"W 100.00 feet; thence S01 degree 34'08"W 289.26 feet along the Southwesterly line of Lot 10 160.06 feet; thence N01 degree 00'12"W 401.33 feet to the Point of Beginning. 24 21 ISABELLA COUNTY The following described lands in the City of Mt. Pleasant (Township 14 North, Range 4 West): MT. PLEASANT (3) Part of the SW 1/4 of the SE 1/4 of Section 10, LAND-VACANT described as beginning at a point, which is West 279.8 feet along the North right of way of Pickard and N 0 degree 35' W 200.00 feet from the intersection of the North line of Pickard Avenue and the West line of University Avenue, extended; thence N 0 degree 35' W 78.58 feet; thence along the South line of a railroad Right of way (not used) on a curve to the right having a central angle of 17 degree 35' 01", a radius of 1154.13 feet and a chord bearing and distance of N 35 degree 28' 30" E 352.80 feet; thence N 44 degree 16' E 74.14 feet along said railroad right of way; thence N 89 degree 14' 30" E 19.84 feet; thence S 0 degree 35' E 279.26 feet; thence West 154.80 feet; thence S 0 degree 35' E 140.0 feet; thence West 125.0 feet to the point of beginning. KENT COUNTY The following described lands in the City of Grand Rapids: GRAND (4) The East one-half of lots 21 and 23, except the South RAPIDS 20 feet of lot 21, of Gold Street Scribner's Addition to the SCRIBNER City of Grand Rapids, as recorded in Liber 24 of Plats on page GATE 2. Also part of lot 22 described as commencing 19 feet south STATION of the Northwest corner of lot 22; thence North 15 feet; thence East 2 feet; thence Southwesterly to the place of beginning, all of Jefferson Street Scribner's Addition to the City of Grand Rapids, Michigan, according to the recorded plat thereof. MACOMB COUNTY The following described lands in Washington Township, (Township 4 North, Range 12 East): 25 22 BAST- (5) Part of the Northwest 1/4 of Section 11, described as SHAFER commencing at the Northwest corner of Section 11; thence WELL SITE N89 degree 52'30"E 1537.52 feet; thence S0 degree 59'59"E 1599.75 feet along the centerline of Van Dyke; thence continuing along the centerline of Van Dyke 114.42 feet along a curve to the right with a central angle 06 degree 52'06" radius of 954.48 feet and chord bearing S02 degree 26'06"W 114.35 feet to the point of beginning; thence along the centerline of Van Dyke 250.0 feet along a curve to the right with a central angle of 15 degree 00'26" radius of 954.48 feet and chord bearing S13 degree 22'23"W 249.29 feet; thence S89 degree 54'10"E 351.61 feet; thence N10 degree 28'53"E 125.0 feet; thence S89 degree 54'10"E 225.0 feet; thence N10 degree 28'53"E 311.74 feet; thence along the centerline of Healy Brook Drain S75 degree 31'08"W 190.40 feet; thence S68 degree 12'53"W 127.06 feet; thence S70 degree 35'02"W 257.19 feet and S83 degree 56'07"W 53.81 feet to the point of beginning; including all fluid mineral and gas rights. MECOSTA COUNTY The following described lands in Big Rapids Township (Township 15 North, Range 10 West): SOUTH (6) Part of the West 1/2 of the Southwest 1/4 of the BIG RAPIDS Northwest 1/4 of Section 13, described as follows: Commencing GATE at the West 1/4 corner of said Section 13; thence North STATION 89 degree 58'29" East along the East-West 1/4 line 460.31 feet to the point of beginning; thence continuing North 89 degree 58'29" East 100.00 feet to the West line of the property description as per certificate of survey recorded in Liber 10 of Surveys, Page 442; thence North 02 degree 20'50" East along said line 133.00 feet; thence South 89 degree 58'29" West 100.00 feet; thence South 02 degree 20'50" West 133.00 feet to the point of beginning. MISSAUKEE COUNTY The following described lands in Lake Township (Township 22 North, Range 8 West): 30" (7) The West 1/2 of the West 1/2 of the Southeast 1/4 of the KALKASKA Southeast 1/4 of Section 32, including all fluid, mineral and WOOLFOLK gas rights. LOOP LAND 26 23 MONTCALM COUNTY The following described lands in Belvidere Township (Township 12 North, Range 7 West): W.C. (8) Part of the Northwest 1/4 of the Southwest 1/4 of TAGGART Section 3, described as follows: Commencing at the West 1/4 FIELD- corner of Section 3; thence North 88 degree 34'22" East along VACANT the East/West 1/4 line 314.00 feet to the point of beginning; thence continuing East along said line 942.86 feet to the West 1/8 line; thence South 1 degree 20'45" East along said line 1313.55 feet to the South 1/8 line; thence South 88 degree 56'37" West along said line 1089.56 feet; thence North 0 degree 21'00" West 291.00 feet; thence South 88 degree 56'37" West to the East line of lands acquired by the Michigan Department of Transportation by warranty deed at Liber 628, Page 1205; thence North 0 degree 21'00" West 16.50 feet; thence North 88 degree 56'37" East to a point 264 feet East of the West line of Section 3; thence North 0 degree 21'00" West 198.00 feet; thence North 88 degree 56'37" East 50.00 feet; thence North 0 degree 21'08" West 802.03 feet to the point of beginning. W.C. (9) Part of the West 1/2 of the Northeast 1/4 of Section TAGGART 10, described as commencing at the North 1/4 corner of said FIELD- Section 10; thence North 89 degree 17'49" East along the North VACANT section line 1,292.02 feet to the East 1/8 line; thence along said line South 00 degree 20'20" East 870.12 feet to the point of beginning; thence continue South 00 degree 20'20" East 1,758.72 feet to the East-West 1/4 line; thence South 89 degree 40'05" West along said line 637.06 feet; thence North 00 degree 13'42" West 660.00 feet; thence South 89 degree 40'05" West 660.00 feet to the North-South 1/4 line; thence North 00 degree 13'42" West along said line 1,787.23 feet; thence North 89 degree 17'49" East 445.50 feet; thence North 00 degree 13'42" West 173.25 feet to the North section line; thence North 89 degree 17'49" East along said line 26.52 feet; thence South 00 degree 20'20" East 330.00 feet; thence North 89 degree 17'49" East 215.34 feet; thence South 00 degree 13'42" East 540.13 feet; thence North 89 degree 17'49" East 605.71 feet to the point of beginning, including all fluid, mineral and gas rights. 27 24 OGEMAW COUNTY The following described lands in Churchill Township (Township 22 North, Range 3 East): LAKE (10) Part of the Northeast 1/4 of the Northwest 1/4, EXCEPT OGEMAW the Northerly 432.75 feet of the Easterly 503.32 feet of the GATE Westerly 903.32 feet, Section 27, described as commencing at STATION the Northwest corner of said Section 27; thence S89 degree 28'30"E along the North section line 1603.95 feet to the point of beginning, said point being 300.63 feet Easterly of the Northwest corner of the Northeast 1/4 of the Northwest 1/4 of said Section 27; thence continuing S89 degree 28'30"E 100.00 feet to the Northwest corner of the exception parcel of that land conveyed by Deed recorded in Liber 324, Page 895; thence S00 degree 07'02"W along the West line of said exception parcel as monumented with survey irons set for a survey by F. J. King, R.L.S. 25852 340.00 feet; thence N89 degree 28'30"W 100.00 feet; thence N00 degree 07'02"E 340.00 feet to the point of beginning, including fluid mineral and gas rights. OSCEOLA COUNTY The following described lands in Orient Township (Township 17 North, Range 7 West): EIGHT (11) Part of the Northeast 1/4 of the Southeast 1/4 of POINT Section 25, described as follows: Commencing at a point on the LAKE GATE East Section line of Section 25 North 00 degree 17'12" East STATION 2411.71 feet from the Southeast corner of Section 25; thence North 89 degree 34'25" West 222.83 feet; thence South 00 degree 17'12" West 100 feet; thence South 89 degree 34'25" East 222.83 feet to the East section line; thence North 00 degree 17'12" East 100 feet to the point of beginning. The following described lands in Richmond Township (Township 17 North, Range 10 West): REED (12) Part of the NE 1/4 of the NE 1/4 of Section 17, CITY described as follows: Commencing at the Northeast corner of GATE said Section 17; thence S01 degree 52'15" W along the East STATION Section Line 320.00 feet to the Point of Beginning; thence continuing S01 degree 52'15" W 50.00 feet; thence N88 degree 07'45" W 158.00 feet along the North Line of a parcel owned by Michigan Consolidated Gas Company; thence N01 degree 52'15" E 50.00 feet; thence S88 degree 07'45" E 158.00 feet the Point of Beginning. 28 25 ST. CLAIR COUNTY The following described lands in Columbus Township (Township 5 North, Range 15 East): COLUMBUS (13) The East 1/2 of the Southeast 1/4 of Section 23, EXCEPT 23 commencing 700 feet North 88 degree 00' West of the East 1/4 STORAGE post of Section 23; thence South 2 degree 33' West 660.02 feet; FIELD thence North 88 degree 00' West 660.02 feet; thence North 2 degree 33' East 660.02 feet; thence South 88 degree 00" East 660.02 feet to the point of beginning, including all oil, gas and mineral rights (including fluid mineral and gas rights) and including all gas storage rights, with the full right and power to use all formations and strata underlying such lands for the purpose of storing gas therein, withdrawing gas therefrom and restoring gas therein. WAYNE COUNTY The following described lands in the City of Detroit: STANDARD (14) West 30 feet of Lots 58 through 62 inclusive of Section FEDERAL 2, Governor and Judges Plan of Sections 1, 2, 3, 4, 6, 7 and 8 BUILDING of the City of Detroit, as recorded in Liber 34, Pages 543 through 550 inclusive of Plats, Wayne County Records. 29 26 SECOND The pipelines of the company located in the State of Michigan, including transmission lines and lateral lines, together with easements and rights-of-way for constructing, maintaining, replacing and operating the same, and pipes, structures, compressors, valves, regulators, services, meters, machinery, fixtures, equipment and apparatus comprising or appurtenant to said transmission lines and lateral lines described as follows: AETNA '17' (i) The 2" natural gas pipeline, approximately 0.7 miles PIPELINE long extending from the Aetna '17' Tap Site in the Northeast 1/4 of Section 17, T13N, R10W, Aetna Township, Mecosta County, Michigan, in a general Westerly direction across a portion of Section 17, to the Aetna '17' Purchase Meter Station in the Northwest 1/4 of Section 17, T13N, R10W, Aetna Township, Mecosta County, Michigan. BLUE (ii) The 4" natural gas pipeline was purchased from LAKE '18' Consumers Power Company and is approximately 0.24 miles long PIPELINE extending from the Blue Lake '18' Tap Site on the 6" Blue Lake Liquid Pipeline in the Southwest 1/4 of Section 17, T28N, R5W, Blue Lake Township, Kalkaska County, Michigan, in a general Westerly direction across portions of Section 17 and 18 to the Blue Lake '18' Meter Station in the Southeast 1/4 of Section 18, T28N, RW., Blue Lake Township, Kalkaska County, Michigan. BLUE (iii) The 4" natural gas pipeline was purchased from LAKE '19' Consumers Power Company and is approximately 0.41 miles long PIPELINE extending from the Blue Lake '19' Tap Site on the 6" Blue Lake Liquid Pipeline in the Northwest 1/4 of Section 19, T28N, R5W, Blue Lake Township, Kalkaska County, Michigan, in a general Northerly direction across a portion of Section 19 to the Blue Lake '19' Meter Station in the Northwest 1/4 of Section 19, T28N, R5W, Blue Lake Township, Kalkaska County, Michigan. BLUE (iv) The 4" natural gas pipeline was purchased from LAKE '19A' Consumers Power Company and is approximately 0.36 miles long PIPELINE extending from the Blue Lake '19A' Tap Site on the 6" Blue Lake Liquid Pipeline in the Northeast 1/4 of Section 19, T28N, R5W, Blue Lake Township, Kalkaska County, Michigan, in a general Southerly direction across a portion of Section 19 to the Blue Lake '19A' Meter Station in the Southeast 1/4 of Section 19, T28N, R5W, Blue Lake Township, Kalkaska County, Michigan. 30 27 BLUE (v) The 6" natural gas pipeline was purchased from LAKE Consumers Power Company and is approximately 6.94 miles long, LIQUID extending from the Cold Springs '12' Tap Site on MichCon's 20" PIPELINE Kalkaska Tie-Line in the Northeast 1/4 of Section 1, T27N, R6W, Excelsior Township, Kalkaska County, Michigan, in a general Northwesterly direction across a portion of Section 36, also Northeasterly across portions of Sections 25 and 24, T28N, R6W, Cold Springs Township, Kalkaska County, Michigan, also Northeasterly across portions of Sections 19 and 20, also Northerly across portions of Sections 20, 17 and 8, also Westerly across a portion of Section 7, all in T28N, R5W, Blue Lake Township, Kalkaska County, Michigan, also in a general Northerly direction across portions of Sections 12 and 1 to the Blue Lake '6' Tap Site in the Southeast 1/4 of Section 1, T28N, R6W, Cold Springs Township, Kalkaska County, Michigan. CHESTER (vi) The 10" natural gas pipeline, approximately 0.36 miles ANTRIM long extending from the Pigeon River-Chester Junction Site and PIPELINE Main Line Valve No. 7, in the Southeast 1/4 of Section 9, T29N, R2W, Chester Township (South Part), Otsego County, Michigan, in a general Easterly direction across portions of Section 9 and 10, to the Antrim Limited Partnership CO 2 Removal Plant located in the Southwest 1/4 of Section 10, T29N, R2W, Chester Township (South Part), Otsego County, Michigan. DESTEC (vii) The 12" natural gas pipeline, approximately 1.7 miles PIPELINE long extending from the Ludington Gate Station in the Northwest 1/4 of Section 24, T18N, R18W, Pere Marquette Township, Mason County, Michigan, in a general Southerly direction across a portion of Section 24, then Westerly across a portion of Section 25, to the Destec Meter Regulator Facility in the Southeast 1/4 of Section 25, T18N, R18W, Pere Marquette Township, Mason County, Michigan. 31 28 EAST (viii) The 12" natural gas pipeline, approximately 14.1 miles MANISTEE long extending from the Tap Site in the Northeast 1/4 of PIPELINE Section 35, T21N, R17W, Filer Township, Manistee County, Michigan in a general Easterly direction across portions of Section 35 and 36, T21N, R17W, Filer Township, Manistee County, Michigan, also Northeasterly across portions of Sections 31, 32 and 29, also Northerly across portions of Sections 29, 20, 17 and 8, also Easterly across portions of Section 8, 4, 3 and 2, also Northeasterly across a portion of Section 1, all in T21N, R16W, Stronach Township (West Part), Manistee County, in a general Northerly direction across a portion of Section 31, T22N, R16W, Manistee Township (North Part), Manistee County, Michigan, also in a Northeasterly direction across portions of Sections 30 and 19 to the Manistee Gas Limited Liability Company Sour Gas Facility and Brown '19' Purchase Meter Station in the Southeast 1/4 of Section 19, T22N, R15W, Brown Township, Manistee County, Michigan. MAPLE (ix) The 4" natural gas pipeline, approximately 0.21 miles GROVE long extending from the Maple Grove '17B' Tap Site in the '17B' Southeast 1/4 of Section 17, T23N, R14W, Maple Grove Township, PIPELINE Manistee County, Michigan, in a general Southerly direction across a portion of said Section 17 to the Maple Grove '17B' Purchase Meter Station in the Southeast 1/4 of Section 17, T23N, R14W, Maple Grove Township, Manistee County, Michigan. NORTH (x) The 12" natural gas pipeline, approximately 4.50 miles CHESTER long extending from the Pigeon River-Chester Junction Site and PIPELINE Main Line Valve No. 7, in the Southeast 1/4 of Section 9, T29N, R2W, Chester Township (South Part), Otsego County, Michigan, in a general Northerly direction across portions of Section 9 and 4, T29N, R2W, Chester Township (South Part), Otsego County, Michigan, across portions of Sections 33, 28 and 21 to Shell-Chester '21' Central Production Facility and Main Line Valve No. 8 on the 10" Pigeon River Pipeline in the Southeast Corner of the Northeast 1/4 of Section 21, T30N, R2W, Chester Township (North Part), Otsego County, Michigan. OTSEGO (xi) The 2" natural gas pipeline, approximately 0.13 miles LAKE long extending from the Otsego Lake '34B' Tap Site in the '34B' Northeast 1/4 of Section 34, T29N, R3W, Otsego Lake Township, PIPELINE Otsego County, Michigan, in a general Southerly direction across a portion of said Section 34, to the Otsego Lake '34B' Meter Station located in the Shell-Otsego Lake '34' Central Production Facility in the Northeast 1/4 of Section 34, T29N, R3W, Otsego Lake Township, Otsego County, Michigan. 32 29 SOUTH (xii) The 16" natural gas pipeline, approximately 0.40 miles CHESTER long extending from the South Chester Meter Station, adjacent INTERCONNECTION to the Pigeon River-Chester Junction Site and Main Line Valve PIPELINE No. 7, in the Southeast 1/4 of Section 9, T29N, R2W, Chester Township (South Part), Otsego County, Michigan, in a general Easterly direction across portions of Sections 9 and 10, to the Antrim Limited Partnership CO 2 Removal Plant located in the Southwest 1/4 of Section 10, T29N, R2W, Chester Township (South Part), Otsego County, Michigan. THIRD DISTRIBUTION The entire gas distribution systems of the Company SYSTEMS located in the Counties of Charlevoix, Clare, Emmet, Grand Traverse, Isabella, Kalkaska, Montmorency, Oscoda and Wexford, in the State of Michigan, including all and singular the stations, pipes, mains, conduits, valves, regulators, services, meters, fixtures, tools, equipment, apparatus, and other property comprising or appurtenant to said distribution systems, together with all franchises, easements and rights-of-way for constructing, maintaining and operating the same. 33 30 FOURTH NATURAL GAS PURCHASE All right, title and interest of the Company as CONTRACTS purchaser of natural gas under the following described contracts:
SELLER CONTRACT DATE -------------------------------- ----------------------------- Energy Acquisition Operation Corporation December 1, 1991 Coastal Gas Marketing Company November 1, 1992 Coastal Gas Marketing December 1, 1993 Associated Natural Gas, Inc. September 1, 1993 Premier Gas Company September 1, 1993 Natural Gas Clearinghouse October 20, 1993 Texaco Gas Marketing, Inc. December 1, 1993 Meridian Oil Trading, Inc. November 17, 1993 Amoco Energy Trading Corporation February 1, 1994 Shell Gas Trading Company April 1, 1994 Associated Natural Gas, Inc. September 1, 1994 Terra Energy LTD November 1, 1994 Ward Lake Energy November 1, 1994 Coastal Gas Marketing January 1, 1994
EX-5.1 3 EXHIBIT 5.1 1 EXHIBIT 5-1 May 4, 1995 Michigan Consolidated Gas Company 500 Griswold Street Detroit, MI 48226 Ladies and Gentlemen: I am acting as counsel for Michigan Consolidated Gas Company ("MichCon") in connection with the registration of up to $150,000,000 of First Mortgage Bonds designated Secured Medium-Term Notes, Series B (the "New Bonds") to be offered on a continuous or delayed basis pursuant to the provisions of Rule 415. The New Bonds are being registered under the Securities Act of 1933, as amended, by a Registration Statement on Form S-3 filed with the Securities and Exchange Commission on May 4, 1995. In preparation for rendering my opinion hereafter expressed, I have examined the originals or copies, certified to my satisfaction, of such corporate records and other documents and certificates as I have deemed necessary. Based on the above, I am of the opinion that: 1. MichCon is a corporation duly organized and validly existing under and pursuant to the laws of the State of Michigan. 2. The New Bonds when sold, will be legally issued by MichCon, duly authorized, fully paid and nonassessable. I hereby consent to the use of this opinion as Exhibit 5-1 to the Registration Statement and to the use of my name under the caption "Legal Opinions" in the Registration Statement. Very truly yours, /s/ Susan K. McNish ---------------------- Susan K. McNish General Counsel and Secretary Michigan Consolidated Gas Company EX-12.1 4 EXHIBIT 12.1 1 EXHIBIT 12-1 MICHIGAN CONSOLIDATED GAS COMPANY AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
TWELVE MONTHS ENDED ------------------------------------------------------------------ DECEMBER 31 (THOUSANDS OF DOLLARS) ------------------------------------------------------------------ 1994 1993 1992 1991 1990 ---- ---- ---- ---- ---- EARNINGS AS DEFINED(1) Net Income . . . . . . . . . . . . . . . . . . $ 59,868 $ 62,376 $ 50,821 $37,302 $31,709 Federal and other income taxes . . . . . . . . 29,839 30,939 25,794 19,849 18,947 Fixed charges . . . . . . . . . . . . . . . . . 39,663 36,231 38,489 37,283 37,016 ------- -------- -------- ------- ------- Earnings as defined . . . . . . . . . . . . . $129,370 $129,546 $115,104 $94,434 $87,672 FIXED CHARGES AS DEFINED(1) Interest on long-term debt . . . . . . . . . . $27,948 $25,594 $27,927 $23,224 $23,121 Interest on other borrowed funds . . . . . . . 9,093 7,961 8,044 11,756 11,191 Amortization of debt discounts, premium and expense . . . . . . . . . . . . . . . . . 950 1,057 763 607 618 Interest implicit in rentals(2) . . . . . . . . 1,672 1,619 1,755 1,696 2,086 ----- ------ -------- -------- ------- Fixed charges as defined . . . . . . . . . . . $39,663 $36,231 $38,489 $37,283 $37,016 Ratio of Earnings to Fixed Charges . . . . . 3.26 3.58 2.99 2.53 2.37 - ---------------
Notes: (1) Earnings and fixed charges are defined and computed in accordance with instructions for Item 3 of Form S-3. (2) This amount is estimated to be a reasonable approximation of the interest portion of rentals. MichCon is a guarantor of certain other debt. Fixed charges related to such debt are deemed to be immaterial and therefore have been excluded from the above ratios. EX-23.1 5 EXHIBIT 23.1 1 EXHIBIT 23-1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Michigan Consolidated Gas Company on Form S-3 of our report dated February 6, 1995, appearing in the Annual Report on Form 10-K of Michigan Consolidated Gas Company for the year ended December 31, 1994 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/Deloitte & Touche LLP Detroit, Michigan May 3, 1995 EX-24.1 6 EXHIBIT 24.1 1 EXHIBIT 24-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, does hereby constitute and appoint, Stephen E. Ewing and David R. Nowakowski, and each of them, his true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute in his name and on his behalf, a Registration Statement on Form S-3, including any post-effective amendments or other filings in connection therewith, under the Securities Act of 1933, as amended, with respect to the issuance of up to $150,000,000 of First Mortgage Bonds; granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises; and ratifying and confirming all that such attorneys and agents, or either of them, may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have executed this Power of Attorney this 26th day of April, 1995. /s/ Alfred R. Glancy ------------------------------ Alfred R. Glancy III 2 EXHIBIT 24-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, does hereby constitute and appoint, Alfred R. Glancy III and David R. Nowakowski, and each of them, his true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute in his name and on his behalf, a Registration Statement on Form S-3, including any post-effective amendments or other filings in connection therewith, under the Securities Act of 1933, as amended, with respect to the issuance of up to $150,000,000 of First Mortgage Bonds; granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises; and ratifying and confirming all that such attorneys and agents, or either of them, may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have executed this Power of Attorney this 26th day of April, 1995. /s/ Stephen E. Ewing ---------------------------- Stephen E. Ewing 3 EXHIBIT 24-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, does hereby constitute and appoint, Alfred R. Glancy III, Stephen E. Ewing and David R. Nowakowski, and each of them, his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to execute in his name and on his behalf, a Registration Statement on Form S-3, including any post-effective amendments or other filings in connection therewith, under the Securities Act of 1933, as amended, with respect to the issuance of up to $150,000,000 of First Mortgage Bonds; granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises; and ratifying and confirming all that such attorneys and agents, or either of them, may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have executed this Power of Attorney this 26th day of April, 1995. /s/ William K. McCrackin ------------------------------ William K. McCrackin 4 EXHIBIT 24-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, does hereby constitute and appoint, Alfred R. Glancy III, Stephen E. Ewing and David R. Nowakowski, and each of them, his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to execute in his name and on his behalf, a Registration Statement on Form S-3, including any post-effective amendments or other filings in connection therewith, under the Securities Act of 1933, as amended, with respect to the issuance of up to $150,000,000 of First Mortgage Bonds; granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises; and ratifying and confirming all that such attorneys and agents, or either of them, may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have executed this Power of Attorney this 26th day of April, 1995. /s/ Carl J. Croskey -------------------------- Carl J. Croskey 5 EXHIBIT 24-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, does hereby constitute and appoint, Alfred R. Glancy III, Stephen E. Ewing and David R. Nowakowski, and each of them, his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to execute in his name and on his behalf, a Registration Statement on Form S-3, including any post-effective amendments or other filings in connection therewith, under the Securities Act of 1933, as amended, with respect to the issuance of up to $150,000,000 of First Mortgage Bonds; granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises; and ratifying and confirming all that such attorneys and agents, or either of them, may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have executed this Power of Attorney this 26th day of April, 1995. /s/ Daniel L. Schiffer ------------------------------ Daniel L. Schiffer 6 EXHIBIT 24-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, does hereby constitute and appoint, Alfred R. Glancy III, Stephen E. Ewing and David R. Nowakowski, and each of them, his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to execute in his name and on his behalf, a Registration Statement on Form S-3, including any post-effective amendments or other filings in connection therewith, under the Securities Act of 1933, as amended, with respect to the issuance of up to $150,000,000 of First Mortgage Bonds; granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises; and ratifying and confirming all that such attorneys and agents, or either of them, may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have executed this Power of Attorney this 26th day of April, 1995. /s/ John E. vonRosen ------------------------------- John E. vonRosen EX-24.2 7 EXHIBIT 24.2 1 Exhibit 24-2 MICHIGAN CONSOLIDATED GAS COMPANY SECRETARY'S CERTIFICATE The undersigned, Secretary of Michigan Consolidated Gas Company, a Michigan corporation, hereby certifies that the following is a true and correct copy of resolutions duly adopted by the unanimous written consent of the Company's Board of Directors' on November 1, 1994, and such resolutions have not been modified, amended or rescinded and remain in full force and effect on the date hereof. RESOLVED, That the Board of Directors hereby approves a financing program which contemplates the issuance and sale from time to time, of up to $200,000,000 of the Company's securities, including stock, bonds, notes and guarantees, and entering into other long-term financing arrangements, to finance in part its construction programs and working capital requirements, to refinance maturing long-term debt, to repay short-term borrowings and for other corporate purposes, the timing, terms and mix of which securities and arrangements will depend on market conditions and the financial condition of the Company as determined by the Treasurer or his designee; and FURTHER RESOLVED, That the officers of the Company are severally authorized and directed to: (a) Prepare execute and cause to be filed with the MPSC, the SEC, the NYSE and other regulatory authorities such applications, reports and statements, including amendments and supplements thereto, as any of them may deem necessary or advisable to obtain requisite authority to proceed with and consummate the financing program; and (b) Retain and employ, on behalf of the Company, legal counsel, independent public accountants, and others whose services any of the officers may deem necessary or desirable in connection with the financing program, execute any and all instruments, make any and all payments and do any and all other acts and things which such officers, and any of 2 them, may deem necessary or advisable in order to proceed with and consummate such financing program. IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of November, 1994. /s/ Susan K. McNish -------------------------- Susan K. McNish, Secretary EX-25.1 8 EXHIBIT 25.1 1 EXHIBIT 25-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an application to determine eligibility of a Trustee pursuant to Section 305(b)(2)_____ -------------------- CITYBANK, N.A. (Exact name of trustee as specified in its charter) 13-5266470 (I.R.S. employer identification no.) 399 Park Avenue, New York, New York 10043 (Address of principal executive office) (Zip Code) ---------------------------------------- MICHIGAN CONSOLIDATED GAS COMPANY (Exact name of obligor as specified in its charter) Michigan 38-0478040 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 500 Griswold Street Detroit, MI 48226 (Address of Principal Executive Offices) (Zip Code) ------------------ First Mortgage Bonds (Title of the indenture securities) 2 Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, Washington, D.C. Federal Reserve Bank of New York, New York, NY 33 Liberty Street, New York, NY Federal Deposit Insurance Corporation, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation None. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Exhibits identified in parentheses below, on file with the Commission, are incorprated herein by reference as exhibits hereto. Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983) Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577) Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519) Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988) Exhibit 5 - Not applicable. 2 3 Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.) Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 1994 - attached) Exhibit 8 - Not applicable. Exhibit 9 - Not applicable. -------------------- SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 1st day of May, 1995. CITIBANK, N.A. By /s/Wafaa Orfy ------------------------ Senior Trust Officer 3 4 EXHIBIT 7 Charter No. 1461 Comptroller of the Currency Northeastern District REPORT OF CONDITION CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF CITIBANK, N. A. OF NEW YORK IN THE STATE OF NEW YORK, AT THE CLOSE OF BUSINESS ON DECEMBER 31, 1994, PUBLISHED IN RESPONSE TO CALL MADE BY COMPTROLLER OF THE CURRENCY, UNDER TITLE 12, UNITED STATES CODE, SECTION 161. CHARTER NUMBER 1461 COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT. ASSETS
THOUSANDS OF DOLLARS Cash and balances due from de- pository institutions: Noninterest-bearing balances and currency and coin........................ $ 6,759,000 Interest-bearing balances..................... 7,201,000 Securities: Held-to-maturity securities................... 3,918,000 Available-for-sale securities................. 11,963,000 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agree- ment subsidiaries, and in IBFs: Federal funds sold............................ 4,427,000 Securities purchased under agreements to resell.......................... 1,114,000 Loans and lease financing receiv- ables: Loans and leases, net of un- earned income.................$128,902,000 LESS: Allowance for loan and lease losses.............. 3,986,000 ------------ Loans and leases, net of un- earned income and allowance............... 124,916,000 Assets held in trading accounts................. 35,573,000 Premises and fixed assets (includ- ing capitalized leases)........................ 3,192,000 Other real estate owned......................... 1,967,000 Investments in unconsolidated subsidiaries and associated com- panies......................................... 998,000 Customers' liability to this bank on acceptances outstanding..................... 1,420,000 Intangible assets............................... 15,000 Other assets.................................... 7,024,000 ------------ TOTAL ASSETS.................................... $210,487,000 ============ LIABILITIES Deposits: In domestic offices............................ $ 33,727,000 Noninterest- bearing.......................$12,509,000 Interest- bearing....................... 21,218,000 ----------- In foreign offices, Edge and Agreement subsidiaries, and IBFs......................................... 108,207,000 Noninterest- bearing..............,,.........7,180,000 Interest- bearing.......................101,027,000 ----------- Federal funds purchased and se- curities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds purchased..................... 6,044,000 Securities sold under agree- ments to repurchase......................... 992,000 Trading liabilities............................. 21,458,000 Other borrowed money: With original maturity of one year or less................................ 7,803,000 With original maturity of more than one year............................. 3,895,000 Mortgage indebtedness and obli- gations under capitalized leases.............. 99,000 Bank's liability on acceptances ex- ecuted and outstanding........................ 1,440,000 Notes and debentures subordi- nated to deposits............................. 5,700,000 Other liabilities............................... 7,226,000 ------------ TOTAL LIABILITIES............................... $196,591,000 ------------ EQUITY CAPITAL Common stock.................................... $ 751,000 Surplus......................................... 6,620,000 Undivided profits and capital re- serves......................................... 6,945,000 Net unrealized holding gains (losses) on available-for-sale securities.............. 156,000 Cumulative foreign currency translation adjustments...................... (576,000) ------------ TOTAL EQUITY CAPITAL............................ $ 13,896,000 ------------ TOTAL LIABILITIES AND EQUITY CAPITAL............................... $210,487,000
============ I, Roger W. Trupin, Controller of the above- named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. ROGER W. TRUPIN We, the undersigned directors, attest to the correctness of this Report of Condition. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. CHRISTOPHER J. STEFFEN } PAUL J. COLLINS } Directors PEI-YUAN CHIA } 5 EXHIBIT 25-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM T-2 STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939 OF AN INDIVIDUAL DESIGNATED TO ACT AS TRUSTEE Check if an application to determine eligibility of a trustee pursuant to Section 305(b) (2) ROBERT T. KIRCHNER ###-##-#### (Name of Trustee) (Social Security Number) 120 Wall Street, New York, New York 10043 (Business Address: Street, City and Zip Code) -------------------- MICHIGAN CONSOLIDATED GAS COMPANY (Exact name of obligor as specified in its charter) MICHIGAN 38-0478040 (State or other jurisdiction of (I.R.S. employee incorporation or organization) identification no.) 500 Griswold Street Detroit, MI 48226 (Address of principal executive offices) (Zip Code) FIRST MORTGAGE BONDS (Title of the indenture securities) 6 1. Affiliations with obligor and underwriters. If the obligor or any underwriter for the obligor is an affiliate of the trustee, describe each such affiliation. None. 2. Trusteeships under other indentures. If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, file a copy of each such indenture as an exhibit and furnish the following information. (a) Title of the securities outstanding under each other indenture. None.-The Trustee is one of the Trustees under the obligor's Indenture of Mortgage and Deed of Trust dated as of March 1, 1944, as supplemented. The securities, proposed to be offered, will be issued under said Mortgage Indenture, as supplemented by a Thirty-Third Supplemental Indenture, dated as of May 1, 1995, which has been qualified under the Trust Indenture Act of 1939. (b) A brief statement of the facts relied upon by the trustee as a basis for the claim that no conflicting interest within the meaning of section 310(b)(1) of the Act arises as a result of the trusteeship under such other indenture, including a statement whether the indenture securities will rank equally with the securities issued under such other indentures. Inapplicable. 3. Certain relationships between trustee and the obligor or an underwriter. If the trustee is a director, officer, partner, employee, appointee or representative of the obligor or of any underwriter for the obligor, state the nature of each such connection. None. 4. Securities of the obligor owned or held by the trustee. Furnish the following information as to securities of the obligor owned beneficially by the trustee or held by the trustee as collateral for obligations in default: 2 7 As of May 1, 1995
Col. A Col. B Col. C Col. D Whether the Amount owned beneficially Percent of Class securities are or held as collateral represented by voting or nonvoting security for obligations amount given in Title of Class securities in default Col. C
None. 5. Securities of underwriters owned or held by the trustee. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of an underwriter for the obligor, furnish the following information as to each class of securities of such underwriter any of which are so owned or held by the trustee. As of May 1, 1995
Col. A Col. B Col. C Col. D Amount owned beneficially Percent of voting or held as collateral securities represented Name of Issuer and security for obligations by amount given in Title of Class Amount Outstanding in default Col. C
None. 6. Holdings by the trustee of voting securities of certain affiliates or principal holders of voting securities of the obligor. If the trustee owns beneficially or holds as collateral security for obligations in default voting securities of a person who, to the knowledge of the trustee (1) owns 10% or more of the voting securities of the obligor or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the following information as to the voting securities of such person. As of May 1, 1995
Col. A Col. B Col. C Col. D Amount owned beneficially Percent of voting or held as collateral securities represented Name of Issuer and security for obligations by amount given in Title of Class Amount Outstanding in default Col. C
None. 3 8 7. Holdings by the trustee of any securities of a person owning 50 per cent or more of the voting securities of the obligor. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of a person who, to the knowledge of the trustee, owns 50% or more of the voting securities of the obligor, furnish the following information as to each class of securities of such person any of whom are so owned or held by the trustee. As of May 1, 1995
Col. A Col. B Col. C Col. D Amount owned beneficially Percent of voting or held as collateral securities represented Name of Issuer and security for obligations by amount given in Title of Class Amount Outstanding in default Col. C
None. 8. List of exhibits. List below all exhibits filed as a part of this statement of eligibility and qualification. None. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, I, Robert T. Kirchner, have signed this statement of eligibility and qualification in the city of New York and State of New York, on the 1st day of May, 1995. By: /s/Robert T. Kirchner, Trustee ------------------------------ (Robert T. Kirchner, Trustee) 4 -----END PRIVACY-ENHANCED MESSAGE-----