XXXXX COMPANY. By: ------------------------ Title: A-1 Exhibit A CMS Energy Corporation Note Administrative Procedures ___________, 1996 The General Term Notes (registered trademark), Series B (the "Notes") of CMS Energy Corporation (the "Company") are being offered on a continuous basis. The Notes are being offered by J. X. Xxxxx & Company (the "Purchasing Agent") and __________________ (collectively, the "Agents") pursuant to a Distribution Agreement among the Company and the Agents dated as of the date hereof (the "Distribution Agreement") and one or more terms agreements substantially in the form attached to the Distribution Agreement as Exhibit B (each, a "Terms Agreement"). The Notes are being resold by the Purchasing Agent (and by any Agent that purchases them from the Purchasing Agent) to (i) customers of the Agents or (ii) selected broker-dealers for distribution to their customers pursuant to a Master Selected Dealers Agreement (a "Dealers Agreement") attached hereto as Schedule I. The Notes have been registered with the Securities and Exchange Commission (the "Commission") and will be issued under an Indenture dated as of January 15, 1994 as supplemented by a Second Supplemental Indenture dated as of ___________________ (the "Indenture") between the Company and The Chase Manhattan Bank (National Association) (the "Trustee"). Terms used herein but not defined herein shall have the meanings assigned to them in the Indenture, unless otherwise required by the context. The Notes will be issued only in fully registered form without coupons, and each tranche of the Notes (a "Tranche") will have the annual interest rate, maturity and other terms set forth in a Pricing Supplement (as defined in the Distribution Agreement). Each Tranche will be represented by (i) one or more global certificates (each, a "Global Certificate") without coupons registered in the name of the nominee of the depositary, The Depository Trust Company, or any successor depositary selected by the Company ("DTC", which term, as used herein, includes any successor depositary selected by the Company), representing up to $150,000,000 principal amount of all such Notes that have the same interest rate and Stated Maturity or (ii) one or more certificates ("Individual Certificates") registered in the name of, and delivered to, the Holder thereof or a Person designated by such Holder. Each Global Certificate representing all or part of a Tranche will be delivered to the Trustee, as custodian for DTC, and ...
XXXXX COMPANY. Xxxxxxx & Company, Inc. ................. Total.................................... ----------------- ANNEX A Matters to be Covered in Opinion of Company Counsel ---------------------------------------------------
XXXXX COMPANY. By execution of this Joinder Agreement, the undersigned shall have all rights, and shall observe all the obligations, applicable to Future Investors (as defined in the Agreement) under the Agreement. Name:_________________________
XXXXX COMPANY. By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Global Treasurer X.X. XXXXX HOLDING CORPORATION By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President, Chief Financial Officer and Secretary XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President SOCIÉTÉ GÉNÉRALE BANK & TRUST, as Paying Agent, Security Registrar and Transfer Agent By: /s/ Xxxxxx XXXXXXX Name: Xxxxxx XXXXXXX Title: Head of Custody and Issuer Services Appendix A PROVISIONS RELATING TO INITIAL NOTES AND ADDITIONAL NOTES
XXXXX COMPANY. By: /s/ Xxxxxxxx X. Xxxxx
XXXXX COMPANY. TIPS REFERENCE FORM All requested information must be typed and uploaded in Excel format. TIPS will reach out via the emails provided so please ensure that they are typed and accurate. Do not handwrite or upload in any format other than Excel. Emails provided must be current and active. Do not include TIPS/Region 8 employees as a reference. The entities that you provide must be paying customers, not affiliates/partners/manufacturers/resellers, etc. You must provide below at least five (5) references from five different entity customers, preferably government or non-profit entities, who have purchased goods or services from your vendor entity within the last three years. Customer Entity Name Customer Contac Valid Contact Email Valid Contact Phone Forysth County Board of Education Xxx Xxxx xxx.xxxx@xxxxxxx.x00.xx.xx Clayton County Board of Education Ronick Xxxxxx xxxxxx.xxxxxx@xxxxxxx.x00.xx.xx Spaulding County Board of Education Xxxxx Xxxxxxx xxxxx.xxxxxxx@xxxxxxxxx.x00.xx.xx Putnam County Board of Education Xxxxxxx Xxxxxx xxxxxxx.xxxxxx@xxxxxx.x00.xx.xx Henry County Board of Education Xxxx Xxxxxxx xxxx.xxxxxxx@xxxxx.x00.xx.xx 000-000-0000 (VENDOR MUST COMPLETE THE FOLLOWING VENDOR INFORMATION) Vendor Entity Name: Vendor Authorized Signatory Name: Vendor Authorized Signatory Title: xxxxxx@xxxxxxx.xxx Vendor Authorized Signatory Email: City: State: Zip Code: Vendor agrees that it is voluntarily providing its data (including but not limited to: Vendor information, Vendor documentati proposal, Vendor pricing submitted or provided to TIPS, TIPS contract documents, TIPS correspondence, Vendor logos and images, certifications, and any other Vendor information or documentation submitted to TIPS by Vendor an d its agents) ( Hereinafter, Vendor understands and agrees that TIPS is a government entity subject to public information laws including but not limited to Texas Government Code
XXXXX COMPANY. By --------------------------------- Name: ------------------------- Title: ------------------------ Accepted and agreed to as of the date last above written. XXXXXX TRUST AND SAVINGS BANK, in its individual capacity as a Bank and as Administrative Agent By --------------------------------- Its Vice President PNC BANK, NATIONAL ASSOCIATION By ---------------------------- Its ---------------------------- ABN AMRO BANK N.V. By --------------------------------- Its --------------------------- By --------------------------------- Its ----------------------------- THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH By --------------------------------- Its --------------------------- CIBC-WOOD GUNDY By --------------------------------- Its ---------------------------- XXXXXXXX XXXXXXXX XXXXXXXX Xx TORINO SPA By --------------------------------- Its ---------------------------
XXXXX COMPANY. By execution of this Investor Joinder, the undersigned shall have all rights, and shall observe all the obligations, applicable to [fill in name of transferee] (except as otherwise set forth in the Agreement), and to have made on the date hereof all representations and warranties made by such Investor Stockholder, modified, if necessary, to reflect the nature of the undersigned as a corporation, partnership, other entity or natural person. Name: -------------------------------- Address for Notices: With copies to: -------------------------------------- -------------------------------------- -------------------------------------- -------------------------------------- -------------------------------------- -------------------------------------- -------------------------------------- -------------------------------------- -------------------------------------- -------------------------------------- If an individual, are you presently married or separated? yes no ----- ----- (If yes, you must also have your spouse execute a spousal consent in the form attached hereto.)
XXXXX COMPANY. By: /s/Xxxx X. Xxxxxx ------------------------------ Title: Treasurer By: /s/Xxxxx X. Xxxxx ------------------------------ Title: Secretary DEE ZEE, INC. By: /s/Xxxx X. Xxxxxx ------------------------------ Title: Treasurer By: /s/Xxxxx X. Xxxxx ------------------------------ Title: Secretary INDIANA GLASS COMPANY By: /s/Xxxx X. Xxxxxx ------------------------------ Title: Treasurer By: /s/Xxxxx X. Xxxxx ------------------------------ Title: Secretary KONETA, INC. By: /s/Xxxx X. Xxxxxx ------------------------------ Title: Treasurer By: /s/Xxxxx X. Xxxxx ------------------------------ Title: Secretary LANCASTER GLASS CORPORATION By: /s/Xxxx X. Xxxxxx ------------------------------ Title: Treasurer By: /s/Xxxxx X. Xxxxx ------------------------------ Title: Secretary
XXXXX COMPANY. No. 1 U.S. $ 500,000,000 CUSIP: A23074AJ2
