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