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