Summary of Terms and Conditions for CMS Enterprises, CMS Energy, and Consumers Energy Credit Facilities

Summary

This document outlines the terms for several credit facilities involving CMS Enterprises, CMS Energy Corporation, and Consumers Energy Company. The agreements provide various secured loans and revolving credit lines totaling over $1 billion, arranged by major financial institutions. The funds are for general corporate purposes, with specific covenants on debt ratios, dividend restrictions, and mandatory prepayments from asset sales or new financing. Each facility details the loan amount, maturity, security interests, interest rates, and financial covenants, ensuring lenders' protection and setting clear financial obligations for the borrowers.

EX-4.8 10 k70645exv4w8.txt SUMMARY OF TERMS & CONDITIONS OF CREDIT FACILITIES EXHIBIT 4.8 SUMMARY TERMS AND CONDITIONS CMS ENTERPRISES - $150 MILLION TERM LOAN BORROWER: CMS ENTERPRISES COMPANY ("ENTERPRISES") GUARANTORS: CMS Energy Corporation CMS Generation Company CMS Gas Transmission Company LEAD ARRANGER AND BOOK MANAGER: Salomon Smith Barney ADMINISTRATIVE AGENT: Citicorp USA, Inc. AMOUNT: $150 million FACILITY TYPE: Senior Secured Term Loan PURPOSE: For general corporate purposes MATURITY: December 13, 2002 SECURITY: First lien on all of the capital stock of Borrower's major direct and indirect domestic subsidiaries, including Panhandle Eastern Pipe Line Company (but excluding the subsidiaries of Panhandle) AMORTIZATION: None MANDATORY PREPAYMENT: 100% of net cash proceeds from asset sales and debt or equity issuances by CMS Energy or its subsidiaries (excluding Consumers) DIVIDEND RESTRICTIONS: A $0.1825/share per quarter limitation on cash dividends and a prohibition on any cash dividends after December 31, 2002 if the Borrower shall not have received at least $250 million of net cash proceeds from the issuance of equity or equity-linked securities FINANCIAL COVENANTS: CMS Energy Consolidated Debt/Consolidated EBITDA:Not more than 5.75 to 1.0 for the immediately preceding four quarters CMS Energy Cash Dividend Income/Interest Expense:Not less than 1.25 to 1.0 for the immediately preceding four quarters OTHER COVENANTS: Similar to CMS Energy facility but with additional limitations on debt issuance at Enterprises and its subsidiaries INTEREST RATE: LIBOR + 300 bps SUMMARY TERMS AND CONDITIONS CMS ENERGY - $295.8 MILLION SHORT-TERM FACILITY . BORROWER: CMS ENERGY CORPORATION GUARANTORS: CMS Enterprises Company CMS Generation Company CMS Gas Transmission Company JOINT ARRANGER AND BOOK MANAGER: Salomon Smith Barney JOINT ARRANGER AND ADMINISTRATIVE AGENT: Barclays Bank PLC PURPOSE: For general corporate purposes AMOUNT: $295.8 million FACILITY TYPE: Senior Secured Revolving Credit MATURITY: March 31, 2003 SECURITY: Second Lien on all of the capital stock of CMS Enterprises major direct and indirect domestic subsidiaries, including Panhandle Eastern Pipe Line Company (but excluding the subsidiaries of Panhandle); First-priority lien on all of the capital stock of Enterprises and all receivables and notes payable to the Borrower from Enterprises and major subsidiaries of Enterprises MANDATORY PREPAYMENT: After payment in full of the Enterprises Facility, permanent reduction by 100% of net cash proceeds up to $250 million from asset sales and the issuance of debt or equity in the capital markets by CMS Energy or any of its subsidiaries (excluding Consumers) and 75% of such proceeds thereafter DIVIDEND RESTRICTION: A $0.1825/share per quarter limitation on cash dividends and prohibition on cash dividends after December 31, 2002 if the Borrower shall not have received at least $250 million of net cash proceeds from the issuance of equity or equity-linked securities FINANCIAL COVENANTS: Consolidated Debt/Consolidated EBITDA: Not more than 5.75 to 1.0 for the immediately preceding four quarters Cash Dividend Income/Interest Expense :Not less than 1.25 to 1.0 for the immediately preceding four quarters OTHER COVENANTS: Similar to existing facility but with additional limitations on debt issuance at Enterprises and its subsidiaries INTEREST RATE: LIBOR + 300 bps SUMMARY TERMS AND CONDITIONS CMS ENERGY - $300 MILLION LONG-TERM FACILITY BORROWER: CMS ENERGY CORPORATION GUARANTORS: CMS Enterprises Company CMS Generation Company CMS Gas Transmission Company JOINT ARRANGER AND BOOK MANAGER: Salomon Smith Barney JOINT ARRANGER AND ADMINISTRATIVE AGENT: Barclays Bank PLC PURPOSE: For general corporate purposes AMOUNT: $300 million FACILITY TYPE: Senior Secured Revolving Credit MATURITY: December 15, 2003 SECURITY: Second lien on all of the capital stock of CMS Enterprises major direct and indirect domestic subsidiaries, including Panhandle Eastern Pipe Line Company (but excluding the subsidiaries of Panhandle); First-priority lien on all of the capital stock of Enterprises and all receivables and notes payable to the Borrower from Enterprises and major subsidiaries of Enterprises AMORTIZATION: None MANDATORY PREPAYMENT: After payment in full of the Enterprises and the CMS Energy Short-Term facilities, 50% of net cash proceeds from asset sales in excess of $100 million DIVIDEND RESTRICTION: Prohibition on cash dividends if Cash Dividend Income/Interest Expense falls below 1.05 to 1.00 FINANCIAL COVENANTS: Consolidated Debt/Consolidated EBITDA: Not more than 5.75 to 1.0 for the immediately preceding four quarters Cash Dividend Income/Interest Expense: Not less than 1.25 to 1.0 for the immediately preceding four quarters OTHER COVENANTS: Similar to existing facility but with additional limitations on debt issuance at Enterprises and its subsidiaries INTEREST RATE: LIBOR + 300 bps SUMMARY TERMS AND CONDITIONS CONSUMERS ENERGY - $250 MILLION 364-DAY REVOLVING CREDIT BORROWER: CONSUMERS ENERGY COMPANY ADMINISTRATIVE AGENT: Bank One, NA ARRANGER: Bank One Capital Markets PURPOSE: For general corporate purposes AMOUNT: Up to $250 million FACILITY TYPE: Senior Secured Revolving Credit MATURITY: July 11, 2003 SECURITY: First Mortgage Bonds AMORTIZATION: None DIVIDEND RESTRICTION: Not to exceed $300 million in any calendar year FINANCIAL COVENANTS: Total Consolidated Debt/Total Consolidated Capitalization: Not greater than 0.65 to 1.0 Consolidated EBIT/Consolidated Interest Coverage: Not less than 2.0 to 1.0 for the immediately preceding four quarters OTHER COVENANTS: Similar to existing Consumers facility INTEREST RATE: LIBOR + 200 bps SUMMARY TERMS AND CONDITIONS CONSUMERS ENERGY - $300 MILLION TERM LOAN BORROWER: CONSUMERS ENERGY COMPANY ADMINISTRATIVE AGENT: Citicorp USA, Inc. ARRANGER: Salomon Smith Barney PURPOSE: For general corporate purposes AMOUNT: Up to $300 million; $200 million funded at closing; $100 million available no sooner than August 31, 2002 FACILITY TYPE: Senior Secured Term Loan MATURITY: July 11, 2003 with a one year extension at the Borrower's option SECURITY: First Mortgage Bonds AMORTIZATION: None MANDATORY PREPAYMENT: 50% of net cash proceeds from asset sales after first $100 million asset sales DIVIDEND RESTRICTION: Not to exceed $300 million in any calendar year FINANCIAL COVENANTS: Total Consolidated Debt/Total Consolidated Capitalization: Not greater than 0.65 to 1.0 Consolidated EBIT/Consolidated Interest Coverage: Not less than 2.0 to 1.0 for the immediately preceding four quarters OTHER COVENANTS: Similar to existing Consumers facility INTEREST RATE: LIBOR + 250 bps