Survival of Agreement
77
SECTION 11.14. Platform.
77
SECTION 11.15. USA Patriot Act
79
ARTICLE XII
NO NOVATION; REFERENCES TO THIS AGREEMENT IN LOAN DOCUMENTS
SECTION 12.01. No Novation
79
SECTION 12.02. References to This Agreement In Loan Documents
79
SECTION 12.03. Release of Enterprises
80
iii
Exhibits
EXHIBIT A
-
Form of Notice of Borrowing
EXHIBIT B
-
Form of Notice of Conversion
EXHIBIT C
-
Form of Opinion of James Brunner, Esq., counsel to the Borrower
EXHIBIT D
-
Form of Opinion of Sidley Austin LLP, special counsel to the
Administrative Agent
EXHIBIT E
-
Form of Compliance Schedule
EXHIBIT F
-
Form of Lender Assignment
EXHIBIT G
-
Terms of Subordination (Junior Subordinated Debt)
EXHIBIT H
-
Terms of Subordination (Guaranty of Hybrid Preferred Securities)
EXHIBIT I
-
Borrower Pledge Agreement
EXHIBIT J
-
Cash Collateral Agreement
EXHIBIT K
-
Form of Notice of Lender Addition
EXHIBIT L
-
Form of Assumption and Acceptance
Schedules
COMMITMENT SCHEDULE PRICING SCHEDULE
SCHEDULE I
Certain Debt
SCHEDULE II
Transitional Letters of Credit
SCHEDULE III
Asset Sales
iv
SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of April 2, 2007
THIS SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT (the "Agreement") is
made by and among:
(i)
CMS Energy Corporation, a Michigan corporation (the "Borrower"),
(ii)
the banks (the "Banks") listed on the signature pages hereof and the
other Lenders (as hereinafter defined) from time to time party hereto,
(iii)
Citicorp USA, Inc. ("CUSA"), as administrative agent (the "Administrative
Agent") for the Lenders hereunder and as collateral agent (the "Collateral
Agent") for the Lenders hereunder, and
(iv)
Union Bank of California,
N.A., as syndication agent (the "Syndication Agent"), and Barclays Bank plc,
JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association, as
documentation agents (the "Documentation Agents").
PRELIMINARY STATEMENTS
The Borrower has requested that the Banks amend and restate the Existing
Credit Agreement (as hereafter defined) to provide the credit facility
hereinafter described in the amount and on the terms and conditions set forth
herein. The Banks have so agreed on the terms and conditions set forth herein,
and the Agents have agreed to act as agents for the Lenders and the Issuing
Banks on such terms and conditions.
The parties hereto acknowledge and agree that neither Consumers (as
hereinafter defined) nor any of its Subsidiaries (as hereinafter defined) will
be a party to, or will in any way be bound by any provision of, this Agreement
or any other Loan Document (as hereinafter defined), and that no Loan Document
will be enforceable against Consumers or any of its Subsidiaries or their
respective assets.
Accordingly, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings:
"ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.
"ABR