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EXHIBIT (4)(h)
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
(FOR BUREAU USE ONLY)
Date Received
February 13, 1995
Name: Mr. Thomas A. McNish
CMS Energy Corporation
Address: Fairlane Plaza South, Suite 1100
330 Town Center Drive
City: Dearborn State: MI Zip Code: 48126 Effective Date:
Document will be returned to the name and address you enter above
CERTIFICATE OF LIMITED PARTNERSHIP
For use by Domestic Limited Partnerships L___-_____
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 213, Public Acts of 1982,
the undersigned person(s) execute the following Certificate:
Section 1
The name of the limited partnership is: CMS Energy Michigan Limited
Partnership
Section 2
The general character of its business is: solely to issue its limited
partnership interests and invest the proceeds thereof in debt securities of CMS
Energy Corporation.
Section 3
a. The address of the office at which the limited partnership records are
kept is:
Fairlane Plaza South, Suite 1100
330 Town Center Drive
Dearborn, MI 48126
b. The name of the agent for service of process is: Thomas A. McNish
c. The address of the agent for service of process is:
Fairlane Plaza South, Suite 1100
330 Town Center Drive
Dearborn, MI 48126
Section 4
The power of a limited partner to grant the right to become a limited partner
to an assignee of any part of the partnership interest, and the terms and
conditions of the power, are as follows:
None specified
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Section 5
a. Describe the times, or events when a general partner may terminate
membership in the limited partnership, and the terms and conditions of
the termination.
None specified
b. Describe the times, or events when a limited partner may terminate
membership in the limited partnership. Include the amount or method
of determining any distribution the limited partner is entitled to
receive upon termination of their membership.
None specified
Section 6
The right of the limited partner to receive distributions of property,
including cash, from the limited partnership, other than indicated in 5(b), is:
None specified
Section 7
The right of the limited partner to receive, or a general partner to make to a
limited partner, distributions of property, which include a return of all or
any part of the limited partner's contribution, other than indicated in 5(b),
is:
None specified
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Section 8
The times or events at which the limited partnership is to be dissolved and its
affairs wound up are:
None specified
Section 9
The right of the remaining general partner(s) to continue the business upon the
event of withdrawal of a general partner is:
None specified
Section 10
Enter any other matters the partners may desire to include. If additional
space is required, attach Supplement O. Attached are ----- page(s) of
Supplement O.
Section 11
Complete one section for each partner (general and limited). General partners
must be listed first followed by limited partners.
Item 1 - The type of partner must be either general or limited. The
Certificate must include a definition of the title classification for
any partner identified as other than only general or limited.
Item 2 - Partner names must appear in the last name, first name,
middle initial sequence.
Item 3 - Indicate the business or residence address of the partner.
The address should include the street number and name, city, state and
ZIP code.
Items 4 & 5 - LIMITED PARTNERS ONLY - ONE OR BOTH MUST BE COMPLETED
Item 4 - If applicable, indicate the amount of cash previously
contributed. If contributions have been made in the form of property
or services, indicate the agreed dollar value of the contribution in
the "other $______" space and complete Item 6.
Item 5 - If applicable, indicate the amount of cash to be contributed
in the future and complete Item 7. If there are future contributions
in the form of property or services, indicate the agreed dollar value
of the contribution in the "other $______" space and complete Items 6
and 7.
Item 8 - This certificate must be signed and dated by all partners
(general and limited) named in the certificate. A partner may sign by
attorney in fact.
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Section 11
1. Type of Partner X General 2. Partner Name (Last, First, Middle Initial)
Limited
CMS Energy Corporation
3. Address (No. Street, City, State, ZIP Code)
Fairlane Plaza South, Suite 1100, 330 Town Center Drive, Dearborn, MI 48126
4. Contributions Previously Made 5. Future Contributions to be Made
(Limited Partners Only) (Limited Partners Only)
Cash $______ Other $______ Cash $______ Other $______
6. Description of Contributions Other than Cash: (Include all property or
services contributed or to be contributed)
7. Times or Events Requiring Future Contributions: (Cash, Property or
Services)
8. Signature 9. Date
By: Thomas A. McNish /s/ Thomas A. McNish
As: Vice President and Secretary February 10, 1995
1. Type of Partner General 2. Partner Name (Last, First, Middle Initial)
X Limited
CMS Energy Finance Corporation
3. Address (No. Street, City, State, ZIP Code)
Fairlane Plaza South, Suite 1100, 330 Town Center Drive, Dearborn, MI 48126
4. Contributions Previously Made 5. Future Contributions to be Made
(Limited Partners Only) (Limited Partners Only)
Cash $1.00 Other $ N/A Cash $ N/A Other $ N/A
6. Description of Contributions Other than Cash: (Include all property or
services contributed or to be contributed)
7. Times or Events Requiring Future Contributions: (Cash, Property or
Services)
8. Signature 9. Date
By: Thomas A. McNish
As: Vice President and Secretary February 10, 1995
1. Type of Partner General 2. Partner Name (Last, First, Middle Initial)
Limited
3. Address (No. Street, City, State, ZIP Code)
4. Contributions Previously Made 5. Future Contributions to be Made
(Limited Partners Only) (Limited Partners Only)
Cash $ Other $ Cash $ Other $
6. Description of Contributions Other than Cash: (Include all property or
services contributed or to be contributed)
7. Times or Events Requiring Future Contributions: (Cash, Property or
Services)
8. Signature 9. Date
By:
As:
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Name of person or organization Preparer's name and business
remitting fees: telephone number:
CMS Energy Corporation Joyce H. Norkey
__________________________________ ____________________________________
(517) 788-1031
________________________________________________________________________________
INFORMATION AND INSTRUCTIONS
1. The certificate of limited partnership cannot be filed until
this form is submitted.
2. Submit one original of this document. Upon filing, the document will
be added to the records of the Corporation and Securities Bureau. The
original will be returned to the address appearing in the box on the
front as evidence of filing. Since this document will be maintained on
optical disk media, it is important that the filing be legible.
Documents with poor black and white contrast, or otherwise illegible,
will be rejected.
3. This certificate is to be used for the purpose of forming a domestic
limited partnership pursuant to Section 201 of the Act.
4. If additional space is required for any section, continue the section
on Supplement O. If a specific section of this certificate is not
applicable, state "none".
5. Section 1 - The limited partnership name must contain, without
abbreviation, the words "limited partnership". The name may not contain
the name of a limited partner (unless the name is also the name of a
general partner of the business of the limited partnership had been
carned on under that name before the admission of that limited partner)
The name may not contain any word or phrase indicating or implying that
it is organized for a purpose other than described in Section 2 of the
certificate.
6. Section 3(a) - The limited partnership must keep at the office as
required by Sec. 105(a)(1) of the Act (1) a current list of the full
name and last known business or residence address of each partner,
specifying separately the general partners and limited partners in
alphabetical order within each category, (2) a copy of the certificate
of limited partnership and all certificates of amendment, restated
certificates of limited partnership and certificates of assumed name
together with executed copies of any powers of attorney, (3) copies of
the limited partnership's federal, state, and local income tax returns
and reports, if any, for the three most recent years, and (4) copies
of any then effective written partnership agreements and financial
statements for the three most recent years.
7. Section 3(b) - The agent must be an individual resident of Michigan, a
domestic corporation, or a foreign corporation authorized to do
business in Michigan.
8. Section 3(c) - The address of the agent must be a location; P.O. Box
addresses are not acceptable.
9. Section 5 - If a partner has no right to terminate membership in the
limited partnership, indicate "none".
10. Section 10 - An effective date, no later than 90 days after the date
the document is delivered to the Bureau, may be stated in this
section.
11. NOTICE - "Units" and Limited Partnership Certificates - Although
the Michigan Revised Uniform Limited Partnership Act (MRULPA), PA 213 of
1982, does not use the term "unit", documents are frequently submitted
which refer to a "unit of interest", "unit of limited partnership", or a
similar phrase. To form a limited partnership, two or more persons
execute and file a Certificate of Limited Partnership. The certificate
must include the name and address of each partner and specify if they
are general partners or limited partners.
The use of terminology other than general partner or limited partner in
describing the interest of parties in the limited partnership is
confusing. If the term "unit" is used in conjunction with "limited
partnership interest", it may be a designation of units of a
limited partnership interest and reflect the intention to create a
master limited partnership. The names and addresses of the unit holders
would not be required to be included in the Certificate of Limited
Partnership unless the unit holder is also a limited partner. If the
names and addresses of unit holders, other than limited partners, are
included in the Certificate of Limited Partnership it will have a
negative impact on the ability to freely trade the units as securities.
However, if the term "units" is intended to be synonymous with "limited
partner", "unit" should be defined in the Certificate of Limited
Partnership since the MRULPA does not use the term "unit".
12. Section 11 - The document must be signed in ink by each partner. A
partner may sign by an attorney in fact.
13. FEES: Filing fee (Make remittance payable to the State of
Michigan)............$10.00
14. Mail form and fee to: The office is located at:
Michigan Department of Commerce 6546 Mercantile Way
Corporation and Securities Bureau Lansing, MI, 48910
Corporation Division Telephone: (517) 334-6302
P.O. Box 30054
Lansing, MI 48909-7554
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