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
3
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 Loan" means a Loan that bears interest as provided in Section 3.05(b)(i).
"Accounting Change" is defined in Section 1.03.
"Added Lender" means any Lender which becomes a Lender hereunder, or whose
Commitment is increased (to the extent of such increase), pursuant to an
Assumption and Acceptance as provided in Section 2.03(d).
"Adjusted LIBO Rate" means, for each Interest Period for each Eurodollar Rate
Loan made as part of the same