Common use of Securities Demand Clause in Contracts

Securities Demand. Unless (x) the "Loans" and "Commitments" under (and as defined in) each of the Enterprises 2003-A Credit Agreement and the CMS Energy Credit Agreement and the Loans and Commitments hereunder shall have been permanently reduced in an aggregate principal amount of $550,000,000 or more on or before January 2, 2004, or (y) CMS Energy's reset put securities due July 1, 2003 shall have been reissued or remarketed pursuant to the terms thereof or refinanced and a mandatory prepayment of the Obligations shall have occurred in accordance with the terms of Section 2.03(c)(iv), or (z) a definitive purchase agreement satisfying the requirements of Section 7.02(i)(H) shall be in effect with respect to the sale of substantially all of the capital stock and assets of Panhandle and all authorizations, consents, approvals, licenses, permits, certificates, exemptions of or filings or registrations with, any governmental authority or other legal or regulatory body necessary in connection with the consummation of such sale shall have been obtained and are in full force and effect, then, upon notice from the Administrative Agent (at the direction of the Required Lenders) at any time on or after January 2, 2004 (a "SECURITIES DEMAND"), to the extent permitted under each of CMS Energy's indentures (and each supplement issued thereunder), CMS Energy will cause the issuance and sale of debt and/or equity securities ("SECURITIES") the proceeds of which shall be used to repay the 6.75% Senior Notes on their maturity date upon such terms and conditions specified in the Securities Demand; provided that (i) the interest rate (whether floating or fixed) shall be determined by Administrative Agent in light of the then prevailing market conditions for comparable securities, (ii) the Administrative Agent in its reasonable discretion and after consultation with CMS Energy, shall determine whether the Securities shall be issued through a public offering or a private placement; (iii) the Securities will be issued pursuant to an indenture or indentures, which shall contain such terms, conditions, and covenants as are typical and customary for similar financings and are reasonably satisfactory in all respects to the Administrative Agent; and (iv) all other arrangements with respect to the Securities shall be reasonably satisfactory in all respects to the Administrative Agent in light of the then prevailing market conditions.

Securities Demand. Unless Upon notice by (xa) the Arrangers (acting together) or (b) if there are more than three Arrangers, all but one Arranger (acting together) (in either case, the "Loans" Required Arrangers") (a "Debt Securities Notice"), at any time and "Commitments" under from time to time following the date that is twelve months after the Closing Date and prior to the date that is eighteen months after the Closing Date, the Borrower will (and as defined in) each or, if the Borrower is a Borrower in respect of the Enterprises 2003-A Credit Senior Facilities at the time of the Debt Securities Notice and is not permitted by the Intercreditor Agreement to issue the Securities described in such Debt Securities Notice, will cause a newly formed special purpose finance subsidiary of the Borrower to), after a road show and marketing period customary for similar offerings (as determined by the CMS Energy Credit Agreement Required Arrangers (acting together) after consultation with the Borrower and the Loans in any event not less than 10 Business Days), issue and Commitments hereunder shall have been permanently reduced in an sell such aggregate principal amount of $550,000,000 senior debt securities (the "Securities") as will generate gross proceeds sufficient to refinance (in whole or more on or before January 2, 2004, or in part as determined by the Required Arrangers (yacting together) CMS Energy's reset put securities due July 1, 2003 shall have been reissued or remarketed pursuant to in their sole discretion so long as such refinancing constitutes a Permitted Payment under the terms thereof or refinanced and a mandatory prepayment of the Obligations shall have occurred in accordance with the terms of Section 2.03(c)(ivSenior Facilities Agreement), or (z) a definitive purchase agreement satisfying the requirements of Section 7.02(i)(H) shall be Facility, in effect with respect to the sale of substantially all of the capital stock and assets of Panhandle and all authorizations, consents, approvals, licenses, permits, certificates, exemptions of or filings or registrations with, any governmental authority or other legal or regulatory body necessary in connection with the consummation of such sale shall have been obtained and are in full force and effect, then, upon notice from the Administrative Agent (at the direction of the Required Lenders) at any time on or after January 2, 2004 (a "SECURITIES DEMAND"), to the extent permitted under each of CMS Energy's indentures (and each supplement issued thereunder), CMS Energy will cause the issuance and sale of debt and/or equity securities ("SECURITIES") the proceeds of which shall be used to repay the 6.75% Senior Notes on their maturity date case upon such terms and conditions as may be reasonably specified by the Required Arrangers (acting together) in the such Debt Securities DemandNotice; provided provided, however, that (i) such Securities will be issued through a private placement for resale pursuant to Rule 144A and/or Regulation S; (ii) such Securities will be issued without US SEC registration rights unless the interest rate Required Arrangers (whether floating acting together and after making reasonable efforts to market the Securities without registration rights) determine that US SEC registration rights are necessary for a successful offering and, in such event, such registration rights shall only be granted to the extent they do not conflict with the terms of the Intercreditor Agreement or fixedthe Trust Indenture Act (provided that the Borrower will take any commercially reasonable and lawful actions reasonably requested by the Required Arrangers (acting together) to ensure compliance) and shall be not require the Borrower (or any of its subsidiaries) to cause an exchange offer registration statement or a shelf registration statement to become effective prior to the first anniversary of the consummation of such offering; (iii) such Securities will not mature any earlier than 10 years after the Closing Date and will contain such terms, covenants, events of default, subordination provisions and redemption provisions as are customary for similar financings as determined by Administrative Agent the Required Arrangers (acting together) in light consultation with the Borrower and, in any event, consistent with high-yield financings of affiliates of the Sponsors underwritten by one or more of the Arrangers (or their Affiliates); (iv) such Securities will bear a fixed rate of interest based on then prevailing market conditions for comparable securitiesas determined by the Required Arrangers (acting together); provided, however, that without the Borrower's consent, the weighted average cash interest rate per annum payable in connection with such Securities (iias if all denominated in euro) shall not exceed 11.50% per annum and the Administrative Agent weighted average total interest rate per annum payable in its reasonable discretion and after consultation connection with CMS Energy, such Securities (as if all denominated in euro) shall determine whether the Securities shall be issued through a public offering or a private placementnot exceed 12.50% per annum; (iiiv) the at least €1,000,000,000 of such Securities will be issued pursuant to an indenture denominated in euro; (vi) the remaining amount of such Securities (or indentures, which shall contain such terms, conditions, and covenants any portion thereof as are typical and customary for similar financings and are reasonably satisfactory required by the Required Arrangers) may be denominated in all respects to the Administrative AgentUS Dollars; and (ivvii) all other arrangements with respect to the such Securities shall be reasonably satisfactory in all respects to the Administrative Agent Required Arrangers (acting together) in light of the then prevailing market conditionsconditions and the financial condition and prospects of the Borrower and its subsidiaries at the date of issue. Following the issuance of a Debt Securities Notice, the Borrower will use its commercially reasonable efforts, and will use its commercially reasonable efforts to cause management of the Target, to assist the Required Arrangers in connection 119 with customary marketing efforts for the sale of any such Securities, including preparation of an offering circular and participation in customary roadshow presentations and using commercially reasonable efforts to obtain ratings for and list such Securities.

Securities Demand. Unless (x) the "Loans" and "Commitments" under (and as defined in) each of the Enterprises 2003-A 2003 Credit Agreement and the CMS Energy Credit Agreement and the Loans and Commitments hereunder shall have been permanently reduced in an aggregate principal amount of $550,000,000 or more on or before January 2, 2004, or (y) CMS Energythe Borrower's reset put securities due July 1, 2003 shall have been reissued or remarketed pursuant to the terms thereof or refinanced and a mandatory prepayment of the Obligations shall have occurred in accordance with the terms of Section 2.03(c)(iv), or (z) a definitive purchase agreement satisfying the requirements of Section 7.02(i)(H) shall be in effect with respect to the sale of substantially all of the capital stock and assets of Panhandle and all authorizations, consents, approvals, licenses, permits, certificates, exemptions of or filings or registrations with, any governmental authority or other legal or regulatory body necessary in connection with the consummation of such sale shall have been obtained and are in full force and effectrefinanced, then, upon notice from the Administrative Agent (at the direction of the Required Lenders) at any time on or after January 2, 2004 (a "SECURITIES DEMAND"), to the extent permitted under each of CMS Energythe Borrower's indentures (and each supplement issued thereunder), CMS Energy the Borrower will cause the issuance and sale of debt and/or equity securities ("SECURITIES") the proceeds of which shall be used to repay the 6.75% Senior Notes on their maturity date upon such terms and conditions specified in the Securities Demand; provided that (i) the interest rate (whether floating or fixed) shall be determined by Administrative Agent in light of the then prevailing market conditions for comparable securities, (ii) the Administrative Agent in its their reasonable discretion and after consultation with CMS Energythe Borrower, shall determine whether the Securities shall be issued through a public offering or a private placement; (iii) the Securities will be issued pursuant to an indenture or indentures, which shall contain such terms, conditions, and covenants as are typical and customary for similar financings and are reasonably satisfactory in all respects to the Administrative Agent; and (iv) all other arrangements with respect to the Securities shall be reasonably satisfactory in all respects to the Administrative Agent in light of the then prevailing market conditions.

Securities Demand. Unless (x) the "Loans" and "Commitments" under (and as defined in) each of the Enterprises 2003-A Credit Agreement and the CMS Energy Credit Agreement and the Loans and Commitments hereunder shall have been permanently reduced in an aggregate principal amount of $550,000,000 or more on or before January 2, 2004, or (y) CMS Energy's reset put securities due July 1, 2003 shall have been reissued or remarketed pursuant to the terms thereof or refinanced and a mandatory prepayment of the Obligations shall have occurred in accordance with the terms of Section 2.03(c)(iv), or (z) a definitive purchase agreement satisfying the requirements of Section 7.02(i)(H) shall be in effect with respect to the sale of substantially all of the capital stock and assets of Panhandle and all authorizations, consents, approvals, licenses, permits, certificates, exemptions of or filings or registrations with, any governmental authority or other legal or regulatory body necessary in connection with the consummation of such sale shall have been obtained and are in full force and effect, then, upon notice from the Administrative Agent (at the direction of the Required Lenders) at any time on or after January 2, 2004 (a "SECURITIES DEMAND"), to the extent permitted under each of CMS Energy's indentures (and each supplement issued thereunder), CMS Energy will cause the issuance and sale of debt and/or equity securities ("SECURITIES") the proceeds of which shall be used to repay the 6.75% Senior Notes on their maturity date upon such terms and conditions specified in the Securities Demand; provided that (i) the interest rate (whether floating or fixed) shall be determined by Administrative Agent in light of the then prevailing market conditions for comparable securities, (ii) the Administrative Agent in its their reasonable discretion and after consultation with CMS Energy, shall determine whether the Securities shall be issued through a public offering or a private placement; (iii) the Securities will be issued pursuant to an indenture or indentures, which shall contain such terms, conditions, and covenants as are typical and customary for similar financings and are reasonably satisfactory in all respects to the Administrative Agent; and (iv) all other arrangements with respect to the Securities shall be reasonably satisfactory in all respects to the Administrative Agent in light of the then prevailing market conditions.

Securities Demand. Unless Upon notice by (xa) the "Loans" Arrangers (acting together) or (b) if there are more than three Arrangers, all but one Arranger (acting together) (in either case, the “Required Arrangers”) (a “Debt Securities Notice”), at any time and "Commitments" under from time to time following the date that is twelve months after the Closing Date and prior to the date that is eighteen months after the Closing Date, the Borrower will (and as defined in) each or, if the Borrower is a Borrower in respect of the Enterprises 2003-A Credit Senior Facilities at the time of the Debt Securities Notice and is not permitted by the Intercreditor Agreement to issue the Securities described in such Debt Securities Notice, will cause a newly formed special purpose finance subsidiary of the Borrower to), after a road show and marketing period customary for similar offerings (as determined by the CMS Energy Credit Agreement Required Arrangers (acting together) after consultation with the Borrower and the Loans in any event not less than 10 Business Days), issue and Commitments hereunder shall have been permanently reduced in an sell such aggregate principal amount of $550,000,000 senior debt securities (the “Securities”) as will generate gross proceeds sufficient to refinance (in whole or more on or before January 2, 2004, or in part as determined by the Required Arrangers (yacting together) CMS Energy's reset put securities due July 1, 2003 shall have been reissued or remarketed pursuant to in their sole discretion so long as such refinancing constitutes a Permitted Payment under the terms thereof or refinanced and a mandatory prepayment of the Obligations shall have occurred in accordance with the terms of Section 2.03(c)(ivSenior Facilities Agreement), or (z) a definitive purchase agreement satisfying the requirements of Section 7.02(i)(H) shall be Facility, in effect with respect to the sale of substantially all of the capital stock and assets of Panhandle and all authorizations, consents, approvals, licenses, permits, certificates, exemptions of or filings or registrations with, any governmental authority or other legal or regulatory body necessary in connection with the consummation of such sale shall have been obtained and are in full force and effect, then, upon notice from the Administrative Agent (at the direction of the Required Lenders) at any time on or after January 2, 2004 (a "SECURITIES DEMAND"), to the extent permitted under each of CMS Energy's indentures (and each supplement issued thereunder), CMS Energy will cause the issuance and sale of debt and/or equity securities ("SECURITIES") the proceeds of which shall be used to repay the 6.75% Senior Notes on their maturity date case upon such terms and conditions as may be reasonably specified by the Required Arrangers (acting together) in the such Debt Securities DemandNotice; provided provided, however, that (i) such Securities will be issued through a private placement for resale pursuant to Rule 144A and/or Regulation S; (ii) such Securities will be issued without US SEC registration rights unless the interest rate Required Arrangers (whether floating acting together and after making reasonable efforts to market the Securities without registration rights) determine that US SEC registration rights are necessary for a successful offering and, in such event, such registration rights shall only be granted to the extent they do not conflict with the terms of the Intercreditor Agreement or fixedthe Trust Indenture Act (provided that the Borrower will take any commercially reasonable and lawful actions reasonably requested by the Required Arrangers (acting together) to ensure compliance) and shall be not require the Borrower (or any of its subsidiaries) to cause an exchange offer registration statement or a shelf registration statement to become effective prior to the first anniversary of the consummation of such offering; (iii) such Securities will not mature any earlier than 10 years after the Closing Date and will contain such terms, covenants, events of default, subordination provisions and redemption provisions as are customary for similar financings as determined by Administrative Agent the Required Arrangers (acting together) in light consultation with the Borrower and, in any event, consistent with high-yield financings of affiliates of the Sponsors underwritten by one or more of the Arrangers (or their Affiliates); (iv) such Securities will bear a fixed rate of interest based on then prevailing market conditions for comparable securitiesas determined by the Required Arrangers (acting together); provided, however, that without the Borrower’s consent, (iiA) subject to sub-clause (B) the Administrative Agent maximum weighted average cash interest rate per annum payable in its reasonable discretion connection with such Securities (as if all denominated in euro) shall not exceed 11.50% per annum and after consultation the maximum weighted average total interest rate per annum payable in connection with CMS Energysuch Securities (as if all denominated in euro) shall not exceed 12.50% per annum and (B) until such time (if any) as Bidco shall hold 90 per cent. or more of the Target Shares, the maximum weighted average cash interest rate per annum payable in connection with such Securities (as if all denominated in euro) shall determine whether not exceed 12.00% per annum and the maximum weighted average total interest rate per annum payable in connection with such Securities (as if all denominated in euro) shall be issued through a public offering or a private placementnot exceed 13.50% per annum; (iiiv) the at least €1,000,000,000 of such Securities will be issued pursuant to an indenture denominated in euro; (vi) the remaining amount of such Securities (or indentures, which shall contain such terms, conditions, and covenants any portion thereof as are typical and customary for similar financings and are reasonably satisfactory required by the Required Arrangers) may be denominated in all respects to the Administrative AgentUS Dollars; and (ivvii) all other arrangements with respect to the such Securities shall be reasonably satisfactory in all respects to the Administrative Agent Required Arrangers (acting together) in light of the then prevailing market conditionsconditions and the financial condition and prospects of the Borrower and its subsidiaries at the date of issue; and (viii) such Securities shall have the benefit of the same collateral and the same guarantees as the Extended Loans and the Exchange Notes. Following the issuance of a Debt Securities Notice, the Borrower will use its commercially reasonable efforts, and will use its commercially reasonable efforts to cause management of the Target, to assist the Required Arrangers in connection with customary marketing efforts for the sale of any such Securities, including preparation of an offering circular and participation in customary roadshow presentations and using commercially reasonable efforts to obtain ratings for and list such Securities.

Securities Demand. Unless The Borrower agrees that, upon notice by the Administrative Agent at the direction of (xor with the consent of) any Arranger (a “Debt Securities Notice”), at any time and from time to time following the "Loans" and "Commitments" under 60th day after the Extension Date (and as defined in) each of unless the Enterprises 2003-A Credit Agreement and Ratings Threshold is satisfied at such time, during which time the CMS Energy Credit Agreement and the Loans and Commitments hereunder Borrower shall have been permanently reduced no obligations under this Section 5.11), the Borrower will offer and, if the investment banks are able to place the Securities referred to below (including any placement with Banks directly or in an exchange for Loans as provided for below), issue and sell, prior to the Demand Failure Date, through one or more investment banks selected by the Borrower and reasonably satisfactory to the Arrangers, such aggregate principal amount of $550,000,000 senior and/or senior subordinated debt securities (the “Securities”) as will generate gross proceeds sufficient to refinance (in whole or more on or before January 2, 2004, or (y) CMS Energy's reset put securities due July 1, 2003 shall have been reissued or remarketed pursuant to the terms thereof or refinanced and a mandatory prepayment of the Obligations shall have occurred in accordance with the terms of Section 2.03(c)(iv), or (z) a definitive purchase agreement satisfying the requirements of Section 7.02(i)(H) shall be in effect with respect to the sale of substantially all of the capital stock and assets of Panhandle and all authorizations, consents, approvals, licenses, permits, certificates, exemptions of or filings or registrations with, any governmental authority or other legal or regulatory body necessary in connection with the consummation of such sale shall have been obtained and are in full force and effect, then, upon notice from part as determined by the Administrative Agent (at the direction of the Required Lenders) at any time on or after January 2, 2004 (a "SECURITIES DEMAND"in its sole discretion), all outstanding Loans made pursuant to the extent permitted under each of CMS Energy's indentures (and each supplement issued thereunder)this Agreement, CMS Energy will cause the issuance and sale of debt and/or equity securities ("SECURITIES") the proceeds of which shall be used to repay the 6.75% Senior Notes on their maturity date upon such terms and conditions as may be specified by the Administrative Agent in the Debt Securities DemandNotice; provided provided, however, that (i) the interest rate (whether floating or fixed) shall be determined by Administrative Agent Arrangers, in light of the then prevailing market conditions for comparable securities, (ii) the Administrative Agent in its reasonable their discretion and after consultation with CMS Energythe Borrower, shall determine whether the such Securities shall will be issued through a registered public offering or a private placementplacement for resale pursuant to Rule 144A, (ii) such Securities will not mature any earlier than six months after the Maturity Date of the Loans (including any extension of such Maturity Date pursuant to Section 2.06(b)) and will contain such terms, including registration rights (in the event of a private placement or Rule 144A offering), covenants, events of default, change of control provisions, subordination provisions, floating or fixed interest rate (including coupon step up features), yield and redemption prices and dates and conditions as are necessary (in the judgment of the Arrangers) to successfully place such Securities (which terms may include high yield terms (it being understood and agreed that such terms shall be no less favorable to the Borrower than those generally available in the high yield debt capital markets to issuers of securities having a creditworthiness comparable to the Borrower for issuances of comparable size, in the reasonable judgment of the Arrangers after consultation with the Borrower) but in any event will take into consideration the recommendations set forth in the Credit Roundtable’s white paper “Improving Covenant Protections in the Investment Grade Bond Market” dated December 17, 2007) as determined, in consultation with the Borrower, by the Arrangers in their sole discretion; provided, however, that, without the Borrower’s consent the weighted average yield per annum thereon shall not exceed the Interest Rate Cap, (iii) the fees of the investment banks referred to above in connection with the sale and issuance of the Securities will shall be issued pursuant to an indenture or indentures, which shall contain such terms, conditions, and covenants as are typical reasonable and customary for similar financings and are reasonably satisfactory in all respects to the Administrative Agent; and (iv) all other arrangements the Borrower shall enter into one or more underwriting or placement agreements with respect the investment banks that are customary in connection with the offerings covered thereby, and containing customary provisions relating to representations, indemnities and closing conditions (including receipt of opinions and comfort letters), and shall participate in such marketing efforts (including road shows) as may be reasonably requested by such investment banks. If the investment banks are unable to place any such Securities, at the request of the Administrative Agent, the Banks shall be given the option to purchase (or exchange their Loans for) such Securities on a dollar-for-dollar basis in accordance with each such Bank’s respective pro rata share of the outstanding Loans. Each Bank shall be entitled to make its own determination as to whether to purchase (or exchange its Loans for) Securities, it being understood that if one or more Banks decline to do so the Banks which agree to make such purchases or exchanges shall be entitled to purchase (or exchange for) a portion of such Securities otherwise allocable to the Securities declining Banks (pro rata based on the outstanding Loans of the non-declining Banks). Any such purchases and/or exchanges shall be reasonably satisfactory subject to procedures to be established by the Administrative Agent, and shall be permitted as set forth above in all respects this Section 5.11 notwithstanding anything in this Agreement (including, without limitation, Sections 2.13 and 9.04) to the Administrative Agent in light of the then prevailing market conditionscontrary.

Securities Demand. Unless (xa) the "Loans" and "Commitments" under Upon a request (and as defined ineach, a “Securities Demand”) each of the Enterprises 2003-A Credit Agreement Arrangers from time to time and the CMS Energy Credit Agreement and the Loans and Commitments hereunder shall have been permanently reduced in an aggregate principal amount of $550,000,000 or more on or before January 2, 2004, or (y) CMS Energy's reset put securities due July 1, 2003 shall have been reissued or remarketed pursuant to the terms thereof or refinanced and a mandatory prepayment of the Obligations shall have occurred in accordance with the terms of Section 2.03(c)(iv), or (z) a definitive purchase agreement satisfying the requirements of Section 7.02(i)(H) shall be in effect with respect to the sale of substantially all of the capital stock and assets of Panhandle and all authorizations, consents, approvals, licenses, permits, certificates, exemptions of or filings or registrations with, any governmental authority or other legal or regulatory body necessary in connection with the consummation of such sale shall have been obtained and are in full force and effect, then, upon notice from the Administrative Agent (at the direction of the Required Lenders) at any time on or after January 2the date hereof, 2004 the Borrower shall (a "SECURITIES DEMAND")or, if so specified by the Arrangers, will cause another affiliate of the Borrower to) issue, in one or more issuances, Permanent Securities in such amounts as will generate gross proceeds in any such issuance of an amount at least equal to the extent permitted lesser of (x) $175 million and (y) an amount sufficient to repay all outstanding amounts under each this Agreement (subject to the terms of CMS Energy's indentures (the Fee Letter) and each supplement issued thereunder), CMS Energy will cause all related fees and expenses; provided that at such time as the issuance and sale amount of debt and/or equity securities ("SECURITIES") the gross proceeds of which Permanent Securities requested by the Arrangers to be issued pursuant to this Section 6.23 equals $250 million, the Borrower shall take, or cause to be used taken, all actions necessary to repay the 6.75% Senior Notes create a valid and enforceable second priority Lien on their maturity date upon such terms and conditions specified security interest in the Collateral for the benefit of the Lenders; provided that the Borrower shall not be required to have such actions completed prior to the Collateral Condition Date. The Permanent Securities Demandshall have such form, term, yield, guarantees, covenants, default and provisions and other terms as are customary for securities of the type issued and may be issued in one or more tranches, all as determined by the Arrangers in their sole discretion; provided that (iA) the interest rate such Permanent Securities (whether floating or fixedx) shall be determined non-callable for no more than four years from the Funding Date, (y) shall mature no later than six years from the Funding Date and (z) for the avoidance of doubt, may be secured on a second-lien basis by Administrative Agent in light the Collateral securing the Obligations under the Bank Loan Agreement and (B) the weighted average yield to the Borrower on the Permanent Securities shall not exceed the rate set forth on Schedule 6.23. Any Permanent Securities issued and sold prior to the six-month anniversary of the then prevailing market conditions for comparable securities, (ii) Funding Date shall include a distribution to third party investors by the Administrative Agent in its reasonable discretion and after consultation with CMS Energy, shall determine whether the Securities shall be issued through a public offering or a private placement; (iii) the Securities will be issued pursuant to an indenture or indentures, which shall contain such terms, conditions, and covenants as are typical and customary for similar financings and are reasonably satisfactory in all respects to the Administrative Agent; and (iv) all other arrangements with respect to the Securities shall be reasonably satisfactory in all respects to the Administrative Agent in light Arrangers of at least 50% of the then prevailing market conditionsaggregate principal amount of such Permanent Securities issued on each such date of issuance.

Securities Demand. Unless (xa) If at any time and from time to time (but not more than three times) from and after the "Loans" Closing Date and "Commitments" under (prior to the Initial Maturity Date, one or more Take-Out Banks make a proposal and as defined in) each the Initial Lenders holding a majority of the Enterprises 2003-A Credit Agreement and the CMS Energy Credit Agreement and the Loans and Commitments hereunder shall have been permanently reduced in an aggregate principal amount of $550,000,000 outstanding Initial Loan Commitments or more Initial Loans, as applicable, provide a notice (a “Securities Demand”) to Borrower for the offering of Permanent Securities, then such Permanent Securities shall be on terms and conditions, including ranking, interest rates, yields and redemption prices, as are necessary or before January 2, 2004, or (y) CMS Energy's reset put securities due July 1, 2003 shall have been reissued or remarketed pursuant to the terms thereof or refinanced and a mandatory prepayment appropriate in light of the Obligations shall have occurred prevailing market conditions, all as reasonably determined by such Take-Out Bank(s), in accordance consultation with the terms of Section 2.03(c)(iv)Borrower, or (z) a definitive purchase agreement satisfying the requirements of Section 7.02(i)(H) shall be in effect with respect to the sale of substantially all of the capital stock and assets of Panhandle and all authorizations, consents, approvals, licenses, permits, certificates, exemptions of or filings or registrations with, any governmental authority or other legal or regulatory body necessary in connection consistent with the consummation Applicable Bond Standard (such securities, “Demand Securities,” and such offering of such sale shall have been obtained and are in full force and effectDemand Securities, then, upon notice from the Administrative Agent a “Take-Out Financing”) (at the direction of the Required Lenders) at any time on or after January 2, 2004 (a "SECURITIES DEMAND"), to the extent permitted under each of CMS Energy's indentures (and each supplement issued thereunder), CMS Energy will cause the issuance and sale of debt and/or equity securities ("SECURITIES") the proceeds of which shall be used to repay the 6.75% Senior Notes on their maturity date upon such terms and conditions specified in the Securities Demand; provided that (i) the aggregate weighted average yield thereof (together with (A) all Loans, if any, outstanding after the issuance of such Demand Securities and (B) all other Demand Securities issued prior to such time) shall not exceed the Total Cap (it being understood that any floating interest rate (whether floating or fixed) rates and/or yields included in any of the foregoing calculations shall be determined by Administrative Agent the Take-Out Banks in light consultation with Borrower, with original issue discount considered yield for the purpose of the then prevailing this clause and determined in accordance with customary market conditions convention for comparable high yield securities), (ii) the Administrative Agent in its reasonable discretion maturities thereof shall be February 1, 2019, the non-call periods with respect thereto shall end no more than three years from the issue date thereof and after consultation with CMS Energythe redemption price at the expiration of such non-call period shall be par plus 50% of the coupon, shall determine whether declining to par plus 25% of the coupon on the first anniversary of the end of the non-call period and further declining to par on the second anniversary of the end of the non-call period, and (iii) such Demand Securities shall be issued at a price to the Borrower equal to or greater than 97% of the principal amount of such Demand Securities (exclusive of any underwriting fees)), the Borrower will accept such Securities Demand and cause the Borrower to issue the Demand Securities, it being understood and agreed that (A) the applicable Take-Out Bank(s) and the Borrower shall mutually determine whether such Demand Securities will be issued through a registered public offering or a private placement; placement with customary registration rights, (iiiB) the Securities will any such issuance shall be issued pursuant to an indenture or indentures, which shall contain and related documents all in form consistent with the Applicable Bond Standard with such terms, conditions, and covenants modifications as are typical consistent with the provisions of this Section 6.16 or otherwise mutually determined by the participating Take-Out Bank(s) and customary for similar financings and are reasonably satisfactory in all respects to the Administrative Agent; and (iv) all other arrangements with respect to the Securities shall be reasonably satisfactory in all respects to the Administrative Agent Borrower in light of the then prevailing market conditions, (C) no Demand Securities will be required to be issued prior to the Closing Date, (D) the guarantee structure shall be no more restrictive than that provided under the Applicable Bond Standard and (E) such Securities Demand shall only be permitted after completion of a customary roadshow (or after Borrower has been provided an opportunity to have such a roadshow) and if a majority in aggregate principal amount of the Demand Securities is to be sold or immediately resold to bona fide investors that are neither a Take-Out Bank, nor investors affiliated with the Take-Out Bank (other than asset management affiliates purchasing the Demand Securities in the ordinary course of their business as part of a regular distribution of the Demand Securities (“Asset Management Affiliates”)).