BETWEENPower Purchase Agreement • October 30th, 2009 • CMS Energy Corp • Electric & other services combined • Michigan
ASSUMPTION AND ACCEPTANCE Dated January 8, 2008Assumption and Acceptance • October 30th, 2009 • CMS Energy Corp • Electric & other services combined
Reference is made to that certain Seventh Amended and Restated Credit Agreement, dated as of April 2, 2007 (as amended, modified or supplemented from time to time, the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), among CMS Energy Corporation (the “Borrower”), the Lenders named therein and Citicorp USA, Inc., as Administrative Agent and as Collateral Agent.
Executive Severance Agreement for Senior OfficersExecutive Severance Agreement • October 30th, 2009 • CMS Energy Corp • Electric & other services combined • Michigan
THIS EXECUTIVE SEVERANCE AGREEMENT (“Agreement”) is made, entered into, and is effective as of , 2004 (hereinafter referred to as the “Effective Date”), by and between, , a Michigan corporation, (hereinafter referred to as the “Employer”) and (hereinafter referred to as the “Executive”).
Officer Severance AgreementOfficer Severance Agreement • October 30th, 2009 • CMS Energy Corp • Electric & other services combined • Michigan
THIS OFFICER SEVERANCE AGREEMENT (“Agreement”) is made, entered into, and is effective as of , 2004 (hereinafter referred to as the “Effective Date”), by and between , a Michigan corporation, (hereinafter referred to as the “Employer”) and (hereinafter referred to as the “Officer”).
SALE PURCHASE OF SHARES AND EQUIPMENT AND INDEBTEDNESS REPAYMENT AGREEMENTSale Purchase of Shares and Equipment and Indebtedness Repayment Agreement • October 30th, 2009 • CMS Energy Corp • Electric & other services combined
The present Sale Purchase of Shares and Equipment and Indebtedness Repayment Agreement (the “Agreement”), is executed on March 30, 2007, between CMS Energy Corporation, a corporation duly incorporated in accordance with the laws of the State of Michigan, United States of America (the “Seller”), represented in this act by Joseph P. Tomasik, who is a citizen of the United States of America, of legal age, domiciled in the city of Jackson, State of Michigan, and holder of the Passport of the United States of America number 027671098, and Petróleos de Venezuela, S.A. a corporation incorporated in accordance with the laws of the Bolivarian Republic of Venezuela, domiciled in the city of Caracas in the Metropolitan District, originally constituted by Decree N° 1.123 dated August 30th, 1975, published on Extraordinary Official Gazette of the Republic of Venezuela N° 1.170 on the date before mentioned and registered before the First Commercial Registry on September 15th, 1975 of the Judicial Ci
September 25, 2009CMS Energy Corp • October 30th, 2009 • Electric & other services combined • New York
Please refer to the Letter of Credit Reimbursement Agreement dated as of November 30, 2007 (as previously amended, the “Reimbursement Agreement”) between Consumers Energy Company (the “Company”) and The Bank of Nova Scotia (the “Bank”). Capitalized terms used but not defined herein have the respective meanings set forth in the Reimbursement Agreement.
SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 2, 2007 Among CMS ENERGY CORPORATION as the Borrower THE BANKS NAMED HEREIN as Banks CITICORP USA, INC. as Administrative Agent and Collateral Agent UNION BANK OF CALIFORNIA, N.A. as...Credit Agreement • October 30th, 2009 • CMS Energy Corp • Electric & other services combined • New York
The Borrower has requested that the Banks amend and restate the Existing Credit Agreement (as hereafter defined) to provide the credit facility hereinafter described in the amount and on the terms and conditions set forth herein. The Banks have so agreed on the terms and conditions set forth herein, and the Agents have agreed to act as agents for the Lenders and the Issuing Banks on such terms and conditions.
AMENDMENT NO. 17 TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • October 30th, 2009 • CMS Energy Corp • Electric & other services combined • New York
THIS AMENDMENT NO. 17 TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) dated as of September 3, 2009, is entered into among CONSUMERS RECEIVABLES FUNDING II, LLC (“Seller”), CONSUMERS ENERGY COMPANY, in its capacity as Servicer (in such capacity, the “Servicer”), FALCON ASSET SECURITIZATION COMPANY LLC (“Falcon”), and JPMORGAN CHASE BANK, N.A. (as successor by merger to Bank One, NA (Main Office Chicago)) (“JPMorgan”), as a Financial Institution and as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “Purchase Agreement” referred to below.
STOCK PURCHASE AGREEMENT by and among HYDRA-CO ENTERPRISES, INC. HCO-JAMAICA, INC. and AEI CENTRAL AMERICA LTD. together with ASHMORE ENERGY INTERNATIONAL (solely for the limited purposes of Section 8.2) Dated as of May 31, 2007 SALE AND PURCHASE OF...Stock Purchase Agreement • October 30th, 2009 • CMS Energy Corp • Electric & other services combined • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 31, 2007, is entered into by and among (i) HYDRA-CO Enterprises, Inc., a New York corporation (“HCE”), (ii) HCO-Jamaica, Inc., a New York corporation (“HCO-Jamaica” and, together with HCE, each a “Seller” and collectively, “Sellers”), (iii) AEI Central America Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Purchaser”), and (iv) solely for the limited purposes of Section 8.2, Ashmore Energy International, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”). Each of Purchaser, Parent, HCE and HCO-Jamaica are sometimes referred to individually herein as a “Party” and collectively as the “Parties”. Certain other terms are defined throughout this Agreement and in Section 9.2.
BY AND AMONG CONSUMERS ENERGY COMPANY, AS SELLER AND ENTERGY NUCLEAR PALISADES, LLC AS BUYERAsset Sale Agreement • October 30th, 2009 • CMS Energy Corp • Electric & other services combined • Michigan
RECEIVABLES SALE AGREEMENT dated as of May 22, 2003 Between CONSUMERS ENERGY COMPANY, as Originator And CONSUMERS RECEIVABLES FUNDING II, LLC, as BuyerReceivables Sale Agreement • October 30th, 2009 • CMS Energy Corp • Electric & other services combined • New York
THIS AMENDMENT NO. 1 TO RECEIVABLES SALE AGREEMENT (this “Amendment”) dated as of May 20, 2004, is entered into among CONSUMERS RECEIVABLES FUNDING II, LLC (“Buyer”) and CONSUMERS ENERGY COMPANY (“Originator”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “Receivables Sale Agreement” referred to below.
AGREEMENT OF PURCHASE AND SALE by and between CMS ENTERPRISES COMPANY, as Seller and ABU DHABI NATIONAL ENERGY COMPANY PJSC, as Buyer dated as of February 3, 2007Agreement of Purchase and Sale • October 30th, 2009 • CMS Energy Corp • Electric & other services combined • New York
This AGREEMENT OF PURCHASE AND SALE (the “Agreement”), dated as of February 3, 2007, is made and entered into by and between CMS Enterprises Company, a Michigan corporation (“Seller”) and Abu Dhabi National Energy Company PJSC, a United Arab Emirates public joint stock company (“Buyer”).
AGREEMENT OF PURCHASE AND SALE by and between CMS ENTERPRISES COMPANY and CMS ENERGY INVESTMENT LLC, collectively as Seller, and LUCID ENERGY, L.L.C. and MICHIGAN PIPELINE AND PROCESSING, LLC, collectively as Buyer, dated as of March 12, 2007Agreement of Purchase and Sale • October 30th, 2009 • CMS Energy Corp • Electric & other services combined • Michigan
This AGREEMENT OF PURCHASE AND SALE, dated as of March 12, 2007, is made and entered into by and between CMS Enterprises Company, a Michigan corporation, and CMS Energy Investment LLC, a Delaware limited liability company (collectively the “Seller”), and Lucid Energy, L.L.C., a Michigan limited liability company (“Lucid”), and Michigan Pipeline and Processing, LLC, a Michigan limited liability company ( collectively the “Buyer”).
RECEIVABLES PURCHASE AGREEMENT dated as of May 22, 2003 Among CONSUMERS RECEIVABLES FUNDING II, LLC, as Seller, CONSUMERS ENERGY COMPANY, as Servicer, FALCON ASSET SECURITIZATION CORPORATION, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES...Receivables Purchase Agreement • October 30th, 2009 • CMS Energy Corp • Electric & other services combined • New York
Such undivided percentage ownership interest shall be initially computed on its date of purchase. Thereafter, until the Amortization Date, each Purchaser Interest shall be automatically recomputed (or deemed to be recomputed) on each day prior to the Amortization Date. The variable percentage represented by any Purchaser Interest as computed (or deemed recomputed) as of the close of the Business Day immediately preceding the Amortization Date shall remain constant at all times thereafter.
PURCHASE AND SALE AGREEMENT by and between Broadway Gen Funding, LLC as Seller, and Consumers Energy Company as Buyer dated as of May 24, 2007Purchase and Sale Agreement • October 30th, 2009 • CMS Energy Corp • Electric & other services combined • New York
This Purchase and Sale Agreement, dated as of May 24, 2007 (this “Agreement”), is made and entered into by and between Broadway Gen Funding, LLC, a Delaware limited liability company (“Seller”) and Consumers Energy Company, a Michigan corporation (“Buyer”).
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 30, 2007 among CONSUMERS ENERGY COMPANY, as the Borrower, THE FINANCIAL INSTITUTIONS NAMED HEREIN, as the Banks, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BARCLAYS BANK PLC, as...Credit Agreement • October 30th, 2009 • CMS Energy Corp • Electric & other services combined • New York
All other real property of the Company and all interests therein, of every nature and description (except any in the Indenture expressly excepted) wherever located, in the State of Michigan, acquired by it and not heretofore described in the Indenture or any supplement thereto and not heretofore released from the lien of the Indenture. Such real property includes but is not limited to the following described property, such property is subject to any interests that were excepted or reserved in the conveyance to the Company:
