Exhibit 4(f)
[FORM OF REGISTERED BOND OF THE 2013 BONDS, SERIES D]
[FACE]
THIS BOND IS A GLOBAL BOND REGISTERED IN THE NAME OF THE
DEPOSITARY (REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL BONDS REPRESENTED HEREBY, THIS
GLOBAL 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
GLOBAL BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK), A NEW YORK CORPORATION (THE
"DEPOSITARY"), TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY) 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.
CONSUMERS ENERGY COMPANY
FIRST MORTGAGE BOND
5.375% SERIES DUE 2013, SERIES D
CUSIP: __________________ $375,000,000
ISIN: __________________
No.: ________________
CONSUMERS ENERGY COMPANY, a Michigan corporation (hereinafter
called the "Company"), for value received, hereby promises to pay to Cede & Co.,
or registered assigns, the principal sum of Three Hundred Seventy Five Million
Dollars ($375,000,000) on April 15, 2013 and to pay to the registered holder
hereof interest on said sum from the latest semi-annual interest payment date to
which interest has been paid on the bonds of this series preceding the date
hereof, unless the date hereof be an interest payment date to which interest is
being paid, in which case from the date hereof, or unless the date hereof is
prior to October 15, 2003, in which case from April 30, 2003 or unless the date
hereof is after October 15, 2003 but
prior to the first date when any interest hereon has been paid, in which case
from the last interest payment date on the Company's First Mortgage Bonds,
5.375% Series due 2013, Series B, to which interest has been paid (or if this
bond is dated between the record date for any interest payment date and such
interest payment date, then from such interest payment date, provided, however,
that if the Company shall default in payment of the interest due on such
interest payment date, then from the next preceding semi-annual interest payment
date to which interest has been paid on the bonds of this series, or if such
interest payment date is October 15, 2003, from April 30, 2003), at the rate per
annum, until the principal hereof shall have become due and payable, specified
in the title of this bond, payable on October 15 and April 15 in each year.
The provisions of this bond are continued on the reverse
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.
This bond shall not be valid or become obligatory for any
purpose unless and until it shall have been authenticated by the execution by
the Trustee or its successor in trust under the Indenture of the certificate
hereon.
IN WITNESS WHEREOF, Consumers Energy Company has caused this
bond to be executed in its name by its Chairman of the Board, its President or
one of its Vice Presidents by his or her signature or a facsimile thereof, and
its corporate seal or a facsimile thereof to be affixed hereto or imprinted
hereon and attested by its Secretary or one of its Assistant Secretaries by his
or her signature or a facsimile thereof.
CONSUMERS ENERGY COMPANY
Dated:
By: ________________________________________
Printed: ___________________________________
Title: _____________________________________
Attest: _________________________
TRUSTEE'S AUTHENTICATION CERTIFICATE
This is one of the bonds, of the series designated therein,
described in the within-mentioned Indenture.
JPMORGAN CHASE BANK, Trustee
By:_________________________________________
Authorized Officer
[REVERSE]
CONSUMERS ENERGY COMPANY
FIRST MORTGAGE BOND
5.375% SERIES DUE 2013, SERIES D
The interest payable on any October 15 or April 15 will,
subject to certain exceptions provided in the Indenture hereinafter mentioned,
be paid to the person in whose name this bond is registered at the close of
business on the record date, which shall be the first calendar day of the month
next preceding such interest payment date, or, if such October 15 or April 15
shall be a legal holiday or a day on which banking institutions in the Borough
of Manhattan, The City of New York, are authorized to close, the next preceding
day which shall not be a legal holiday or a day on which such institutions are
so authorized to close. The principal of and the premium, if any, and interest
on this bond shall be payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, designated for that purpose, in any
coin or currency of the United States of America which at the time of payment is
legal tender for public and private debts.
This bond is one of the bonds of a series designated as First
Mortgage Bonds, 5.375% Series due 2013, Series D (sometimes herein referred to
as the "2013 Bonds, Series D" or the "Bonds") issued and to be issued from time
to time under and in accordance with and secured by an indenture dated as of
September 1, 1945, given by the Company (or its predecessor, Consumers Power
Company, a Maine corporation) to City Bank Farmers Trust Company (JPMorgan Chase
Bank, successor) (hereinafter sometimes referred to as the "Trustee"), together
with indentures supplemental thereto, heretofore or hereafter executed, to which
indenture and indentures supplemental thereto (hereinafter referred to
collectively as the "Indenture") reference is hereby made for a description of
the property mortgaged and pledged, the nature and extent of the security and
the rights, duties and immunities thereunder of the Trustee and the rights of
the holders of said bonds and of the Trustee and of the Company in respect of
such security, and the limitations on such rights. By the terms of the
Indenture, the bonds to be secured thereby are issuable in series which may vary
as to date, amount, date of maturity, rate of interest and in other respects as
provided in the Indenture.
The 2013 Bonds, Series D are redeemable upon notice given by
mailing the same, postage prepaid, not less than thirty days but no more than
sixty days prior to the date fixed for redemption to each registered holder of a
bond to be redeemed (in whole or in part) at the last address of such holder
appearing on the registry books. Any or all of the bonds of this series may be
redeemed by the Company, at any time and from time to time prior to maturity, at
a redemption price equal to the greater of (1) 100% of the principal amount of
the Bonds and (2) the sum of the present values of the Remaining Scheduled
Payments (as defined below) of principal and interest on the Bonds discounted to
the redemption date semiannually (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined below), plus 25 basis points,
plus in either case accrued interest on the Bonds to the date of redemption.
"Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue (as defined below), assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price (as defined below) for such redemption
date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker (as defined below) as
having a maturity comparable to the remaining term of the Bonds to be redeemed
that would be used, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Bonds.
"Independent Investment Banker" means either Banc One Capital
Markets, Inc., Barclays Capital Inc., J.P. Morgan Securities Inc. and Wachovia
Securities, Inc. or, if such firms are unwilling or unable to select the
Comparable Treasury Issues, an independent banking institution of national
standing selected by the Company.
"Comparable Treasury Price" means, with respect to any
redemption date, (1) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third business day preceding such redemption date, as set forth in the
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "H.15(519)" or (2) if such release (or
any successor release) is not published or does not contain such prices on such
business day, (a) the average of the Reference Treasury Dealer Quotations (as
defined below) for such redemption date, after excluding the highest and lowest
of such Reference Treasury Dealer Quotations, or (b) if the Company obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all
such quotations.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer (as defined below) and any redemption date, the
average, as determined by the Company, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Company by such Reference Treasury
Dealer at 5:00 p.m. on the third business day preceding such redemption date.
"Reference Treasury Dealer" means (1) each of Banc One Capital
Markets, Inc., Barclays Capital Inc., J.P. Morgan Securities Inc. and Wachovia
Securities, Inc. and their respective successors; provided, however, that if any
of the foregoing shall cease to be a primary U.S. government securities dealer
in New York City (a "Primary Treasury Dealer"), the Company shall replace that
former dealer with another Primary Treasury Dealer and (2) up to four other
Primary Treasury Dealers selected by the Company.
"Remaining Scheduled Payments" means, with respect to each
Bond to be redeemed, the remaining scheduled payments of the principal thereof
and interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if that redemption date is prior to an
interest payment date with respect to such Bond, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to that redemption date.
In case of certain defaults as specified in the Indenture, the
principal of this bond may be declared or may become due and payable on the
conditions, at the time, in the manner and with the effect provided in the
Indenture. The holders of certain specified percentages of the bonds at the time
outstanding, including in certain cases specified percentages of bonds of
particular series, may in certain cases, to the extent and as provided in the
Indenture, waive certain defaults thereunder and the consequences of such
defaults.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than seventy-five per
centum in principal amount of the bonds (exclusive of bonds disqualified by
reason of the Company's interest therein) at the time outstanding, including, if
more than one series of bonds shall be at the time outstanding, not less than
sixty per centum in principal amount of each series affected, to effect, by an
indenture supplemental to the Indenture, modifications or alterations of the
Indenture and of the rights and obligations of the Company and the rights of the
holders of the bonds and coupons; provided, however, that no such modification
or alteration shall be made without the written approval or consent of the
holder hereof which will (a) extend the maturity of this bond or reduce the rate
or extend the time of payment of interest hereon or reduce the amount of the
principal hereof or reduce any premium payable on the redemption hereof, or (b)
permit the creation of any lien, not otherwise permitted, prior to or on a
parity with the lien of the Indenture, or (c) reduce the percentage of the
principal amount of the bonds upon the approval or consent of the holders of
which modifications or alterations may be made as aforesaid.
The Company reserves the right, without any consent, vote or
other action by holders of the 2013 Bonds, Series D or any other series created
after the Sixty-eighth Supplemental Indenture to amend the Indenture to reduce
the percentage of the principal amount of bonds the holders of which are
required to approve any supplemental indenture (other than any supplemental
indenture which is subject to the proviso contained in the immediately preceding
sentence) (a) from not less than seventy-five per centum (including sixty per
centum of each series affected) to not less than a majority in principal amount
of the bonds at the time outstanding or (b) in case fewer than all series are
affected, not less than a majority in principal amount of the bonds of all
affected series, voting together.
No recourse shall be had for the payment of the principal of
or premium, if any, or interest on this bond, or for any claim based hereon, or
otherwise in respect hereof or of the Indenture, to or against any incorporator,
stockholder, director or officer, past, present or future, as such, of the
Company, or of any predecessor or successor company, either directly or through
the Company, or such predecessor or successor company, or otherwise, under any
constitution or statute or rule of law, or by the enforcement of any assessment
or penalty, or otherwise, all such liability of incorporators, stockholders,
directors and officers, as such, being waived and released by the holder and
owner hereof by the acceptance of this bond and being likewise waived and
released by the terms of the Indenture.
[END OF FORM OF REGISTERED BOND OF THE 2013 BONDS, SERIES D]
SCHEDULE I
[144A][REGULATION S] GLOBAL SECURITY
The initial principal amount of Notes evidenced by this Global Note is
$[0][___,000,000].
CHANGES TO PRINCIPAL AMOUNT OF NOTES EVIDENCED BY GLOBAL NOTE
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Principal Amount of
Notes by which this
Global Note is to be Remaining Principal
Reduced or Increased, Amount of Notes
and Reason for Represented by this
Date Reduction or Increase Global Note Notation Made by
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