EXHIBIT 4j
REAFFIRMATION
dated as of May 18, 2005
Each of the undersigned hereby acknowledges receipt of a copy of the
foregoing Sixth Amended and Restated Credit Agreement dated as of May 18, 2005
by and among CMS ENERGY CORPORATION (the "COMPANY") and CMS ENTERPRISES COMPANY
("ENTERPRISES"), the financial institutions from time to time party thereto (the
"LENDERS"), and CITICORP USA, INC., as administrative agent (in such capacity,
the "ADMINISTRATIVE AGENT") for the Lenders and as collateral agent (in such
capacity, the "COLLATERAL AGENT") for the Lenders (as amended, restated,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT").
Capitalized terms used in this Reaffirmation and not defined herein shall have
the meanings given to them in the Credit Agreement.
As used herein, (i) "ENTERPRISES PLEDGE SUPPLEMENT" means the Pledge
Supplement to the Pledge Agreement (as defined below), dated as of November 1,
2002, made by Enterprises, a Michigan corporation, in favor of the Collateral
Agent (as defined therein); (ii) "CMSGTC PLEDGE SUPPLEMENT" means the Pledge
Supplement to the Pledge Agreement (as defined below), dated as of November 1,
2002, made by CMS Gas Transmission Company, a Michigan corporation ("CMSGTC"),
in favor of the Collateral Agent (as defined therein); (iii) "CMSGC PLEDGE
SUPPLEMENT" means the Pledge Supplement to the Pledge Agreement (as defined
below), dated as of November 1, 2002, made by CMS Generation Co., a Michigan
corporation ("CMSGC"), in favor of the Collateral Agent (as defined therein);
(iv) "CMSIV PLEDGE SUPPLEMENT" means the Pledge Supplement to the Pledge
Agreement (as defined below), dated as of December 8, 2003, made by CMS
International Ventures, L.L.C., a Michigan limited liability company ("CMSIV"),
in favor of the Collateral Agent (as defined therein); (v) "CMSEG PLEDGE
SUPPLEMENT" means the Pledge Supplement to the Pledge Agreement (as defined
below), dated as of December 8, 2003, made by CMS Electric & Gas, L.L.C.
("CMSEG"), a Michigan limited liability company, in favor of the Collateral
Agent (as defined therein) and (vi) "COMPANY PLEDGE SUPPLEMENT" means the Pledge
Supplement to the Security Agreement (as defined below), dated as of May 18,
2005, made by the Company in favor of the Collateral Agent (as defined therein).
Without in any way establishing a course of dealing by any Agent or
any Lender, the Company:
(a) reaffirms the grant of a security interest pursuant to that
certain Third Amended and Restated Pledge and Security Agreement, dated as of
December 8, 2003, made by the Company in favor of the Collateral Agent (as
defined therein) on behalf of and for the ratable benefit of the Lenders (the
"SECURITY AGREEMENT");
(b) hereby grants a security interest to the Collateral Agent, in
all of the Company's right, title and interest, whether now owned or hereinafter
acquired, in the Collateral (as defined in the Security Agreement) to secure the
Secured Obligations (as defined in the Security Agreement); and
(c) hereby grants a security interest to the Collateral Agent, in
all of the Company's right, title and interest, whether now owned or hereinafter
acquired, in the collateral described in Schedule I to the Company Pledge
Supplement.
Without in any way establishing a course of dealing by any Agent or
any Lender, each of Enterprises and the other entities that are signatories
hereto (other than the Company):
(a) reaffirms the grant of a security interest pursuant to that
certain Pledge and Security Agreement, dated as of July 12, 2002, made by
Enterprises and each other Grantor (as defined therein) in favor of the
Collateral Agent (as defined therein) on behalf of and for the ratable benefit
of the Lenders, as amended by Amendment No. 1 to Pledge and Security Agreement
dated as of May 18, 2005 (the "PLEDGE AGREEMENT");
(b) hereby grants a security interest to the Collateral Agent, in
all of such Grantor's right, title and interest, whether now owned or
hereinafter acquired, in the Collateral (as defined in the Pledge Agreement) to
secure the Obligations (as defined in the Pledge Agreement);
(c) in the case of Enterprises, hereby grants a security interest to
the Collateral Agent, in all of its right, title and interest, whether now owned
or hereinafter acquired, in the collateral described on Schedule I to the
Enterprises Pledge Supplement;
(d) in the case of CMSGTC, hereby grants a security interest to the
Collateral Agent, in all of its right, title and interest, whether now owned or
hereinafter acquired, in the collateral described on Schedule I to the CMSGTC
Pledge Supplement;
(e) in the case of CMSGC, hereby grants a security interest to the
Collateral Agent, in all of its right, title and interest, whether now owned or
hereinafter acquired, in the collateral described on Schedule I to the CMSGC
Pledge Supplement;
(f) in the case of CMSIV, hereby grants a security interest to the
Collateral Agent, in all of its right, title and interest, whether now owned or
hereinafter acquired, in the collateral described on Schedule I to the CMSIV
Pledge Supplement;
(g) in the case of CMSEG, hereby grants a security interest to the
Collateral Agent, in all of its right, title and interest, whether now owned or
hereinafter acquired, in the collateral described on Schedule I to the CMSEG
Pledge Supplement;
(h) in the case of each Guarantor, reaffirms its unconditional
guaranty of the Obligations pursuant to the Guaranty and
(i) acknowledges and agrees that each such Loan Document executed by
the undersigned in connection with the Credit Agreement remains in full force
and effect and is hereby reaffirmed, ratified and confirmed. All references to
the Credit Agreement contained in the Security Agreement, the Pledge Agreement
and the Guaranty shall be a reference to the Credit Agreement as the same may
from time to time hereafter be amended, modified or restated.
2
IN WITNESS WHEREOF, the parties hereto have caused this Reaffirmation to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
CMS ENERGY CORPORATION
By: /s/ Laura L. Mountcastle
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Name: Laura L. Mountcastle
Title: Vice President and Treasurer
CMS GAS TRANSMISSION COMPANY
By: /s/ Laura L. Mountcastle
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Name: Laura L. Mountcastle
Title: Vice President and Treasurer
CMS GENERATION CO.
By: /s/ Laura L. Mountcastle
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Name: Laura L. Mountcastle
Title: Vice President and Treasurer
CMS ENERGY RESOURCE MANAGEMENT COMPANY
By: /s/ Laura L. Mountcastle
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Name: Laura L. Mountcastle
Title: Vice President and Treasurer
CMS GENERATION MICHIGAN POWER L.L.C.
By: /s/ Laura L. Mountcastle
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Name: Laura L. Mountcastle
Title: Vice President and Treasurer
CMS ELECTRIC & GAS L.L.C.
By: /s/ Laura L. Mountcastle
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Name: Laura L. Mountcastle
Title: Vice President and Treasurer
CMS ENTERPRISES COMPANY
By: /s/ Laura L. Mountcastle
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Name: Laura L. Mountcastle
Title: Vice President and Treasurer
DEARBORN INDUSTRIAL GENERATION, L.L.C.
By: /s/ Laura L. Mountcastle
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Name: Laura L. Mountcastle
Title: Vice President and Treasurer
CMS CAPITAL, L.L.C.
By: /s/ Laura L. Mountcastle
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Name: Laura L. Mountcastle
Title: Vice President and Treasurer
CMS INTERNATIONAL VENTURES, L.L.C.
By: /s/ Laura L. Mountcastle
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Name: Laura L. Mountcastle
Title: Vice President and Treasurer
DEARBORN INDUSTRIAL ENERGY, L.L.C.
By: /s/ Laura L. Mountcastle
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Name: Laura L. Mountcastle
Title: Vice President and Treasurer
Signature Page to
Reaffirmation
(Sixth Amended and Restated Credit Agreement)
AGREED AND ACKNOWLEDGED
as of the date first written above:
CITICORP USA, INC., as Collateral Agent
By: /s/ Amit Vasani
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Name: Amit Vasani
Title: Vice President
Signature Page to
Reaffirmation
(Sixth Amended and Restated Credit Agreement)