exv10wxey






Exhibit
(10)(e)



EXECUTION COPY




ASSUMPTION AND ACCEPTANCE




Dated January 8, 2008




     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.



     Pursuant to Section 2.03(d) of the Credit Agreement, the Borrower has requested an
increase in the Commitments from $300,000,000 to $550,000,000. Such increase in the Commitments is
to become effective on the date (the “Effective Date”) which is the later of (i) January 8, 2008
and (ii) the date on which the conditions precedent set forth in Section 2.03(d) in respect of such
increase have been satisfied. In connection with such requested increase in the Commitments, the
Borrower, the Administrative Agent, the Lenders signatory hereto as “Added Lenders” (the “Added
Lenders”) and the Lenders signatory hereto as “Increasing Lenders” (the “Increasing Lenders”) hereby agree as follows:



     1. Effective as of the Effective Date, each Added Lender shall become a party to
the
Credit Agreement as a Lender and shall have all of the rights and obligations of a Lender
thereunder and shall thereupon have a Commitment under and for purposes of the Credit Agreement in
a Dollar Amount equal to the amount set forth opposite such Added Lender’s name on Exhibit
A attached hereto, and the Commitment of each Increasing Lender under the Credit Agreement
shall be increased to the Dollar Amount set forth opposite such Increasing Lender’s name on
Exhibit A attached hereto.



     2. Each Added Lender hereby (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assumption and
Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) from and after the Effective Date, it shall be bound by the provisions of
the Credit Agreement as a Lender thereunder and, to the extent of its interest thereunder, shall
have the obligations of a Lender thereunder, (iii) agrees that its payment instructions and notice
instructions are as set forth in Schedule 1 to this Assumption and Acceptance, (iv) it is
an Eligible Bank, (v) it is not relying on or looking to any margin stock (as defined in Regulation
U) for repayment of the Borrowings provided for in the Credit Agreement, (vi) it has received a
copy of the Credit Agreement, together with copies of financial statements and such other documents
and information as it has deemed appropriate to make its own credit analysis and decision to enter
into this Assumption and Acceptance and to assume its interest under the Credit Agreement on the
basis of which it has made such analysis and decision independently and without reliance on the
Administrative Agent or any other Lender, and (vii) attached as Schedule 1 to this
Assumption and Acceptance is any documentation required to be delivered by the Added Lender with
respect to its tax status pursuant to the terms of the Credit Agreement, duly completed and
executed by the Added Lender and (b) agrees (i) that it will, independently and without reliance on
the Administrative Agent or any other Lender, and based



 









 







on such documents and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Loan Documents and (ii) that it will
perform in accordance with their terms all of the obligations which by the terms of the Loan
Documents are required to be performed by it as a Lender.



     3. The Borrower hereby represents and warrants that as of the date hereof and as of the
Effective Date, (a) all representations and warranties of the Borrower contained in Article VII of
the Credit Agreement shall be true and correct in all material respects as though made on such date
(unless such representation and warranty is made as of a specific date, in which case such
representation and warranty shall be true and correct in all material respects as of such date and
(b) no event shall have occurred and then be continuing which constitutes a Default or an Event of
Default.



     4. THIS ASSUMPTION AND ACCEPTANCE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF
LAW PRINCIPLES).



     5. This Assumption and Acceptance may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute one and the same
instrument.



 









 






     IN WITNESS WHEREOF, the parties hereto have caused this Assumption and Acceptance to be
executed by their respective officers thereunto duly authorized, as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	CMS ENERGY CORPORATION, as Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Laura C. Mountcastle	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President & Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	CITICORP USA, INC., as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A., as an Increasing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A.,

as an Increasing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: 	 	 
	 

	 	 	 	Title: 	 	 
	 
	 	 	 	 	 	 
	 	 	BARCLAYS BANK PLC, as an Increasing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,

as an Increasing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: 	 	 
	 

	 	 	 	Title: 	 	 







 











 




     IN WITNESS WHEREOF, the parties hereto have caused this Assumption and Acceptance to be
executed by their respective officers thereunto duly authorized, as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	CMS ENERGY CORPORATION, as Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CITICORP USA, INC., as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ S.A. Sweeney	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A., as an Increasing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ S.A. Sweeney	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A.,

as an Increasing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: 	 	 
	 

	 	 	 	Title: 	 	 
	 
	 	 	 	 	 	 
	 	 	BARCLAYS BANK PLC, as an Increasing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,

as an Increasing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: 	 	 
	 

	 	 	 	Title: 	 	 







 











 




     IN WITNESS WHEREOF, the parties hereto have caused this Assumption and Acceptance to be
executed by their respective officers thereunto duly authorized, as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	CMS ENERGY CORPORATION, as Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CITICORP USA, INC., as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A., as an Increasing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A.,

as an Increasing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Bryan Read	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Bryan Read	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BARCLAYS BANK PLC, as an Increasing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,

as an Increasing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: 	 	 
	 

	 	 	 	Title: 	 	 







 











 




     IN WITNESS WHEREOF, the parties hereto have caused this Assumption and Acceptance to be
executed by their respective officers thereunto duly authorized, as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	CMS ENERGY CORPORATION, as Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CITICORP USA, INC., as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A., as an Increasing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A.,

as an Increasing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: 	 	 
	 

	 	 	 	Title: 	 	 
	 
	 	 	 	 	 	 
	 	 	BARCLAYS BANK PLC, as an Increasing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Nicholas Bell	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Nicholas Bell	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,

as an Increasing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: 	 	 
	 

	 	 	 	Title: 	 	 







 











 




     IN WITNESS WHEREOF, the parties hereto have caused this Assumption and Acceptance to be
executed by their respective officers thereunto duly authorized, as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	CMS ENERGY CORPORATION, as Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CITICORP USA, INC., as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A., as an Increasing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A.,

as an Increasing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: 	 	 
	 

	 	 	 	Title: 	 	 
	 
	 	 	 	 	 	 
	 	 	BARCLAYS BANK PLC, as an Increasing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 
	 

	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,

as an Increasing Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jay Javellana	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jay Javellana 	 	 
	 

	 	 	 	Title:   Vice President	 	 







 











 






	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Frederick W. Price
	 

	 	 	 	 
	 

	 	 	 	Name: Frederick W. Price
	 

	 	 	 	Title: Managing Director
	 
	 	 	 	 
	 	 	MERRILL LYNCH BANK USA, as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 
	 
	 	 	 	 
	 	 	BNP PARIBAS, as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 
	 
	 	 	 	 
	 	 	SUNTRUST BANK, as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 
	 
	 	 	 	 
	 	 	UBS LOAN FINANCE LLC, as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 




















 






	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 
	 
	 	 	 	 
	 	 	MERRILL LYNCH BANK USA, as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Louis Alder
	 

	 	 	 	 
	 

	 	 	 	Name: Louis Alder
	 

	 	 	 	Title:   Director
	 
	 	 	 	 
	 	 	BNP PARIBAS, as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 
	 
	 	 	 	 
	 	 	SUNTRUST BANK, as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 
	 
	 	 	 	 
	 	 	UBS LOAN FINANCE LLC, as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 
	 
	 	 	 	 




















 





	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 
	 
	 	 	 	 
	 	 	MERRILL LYNCH BANK USA, as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 
	 
	 	 	 	 
	 	 	BNP PARIBAS, as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Francis J. Delaney
	 

	 	 	 	 
	 

	 	 	 	Name: Francis J. Delaney
	 

	 	 	 	Title:   Managing Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Denis O’ Meara
	 

	 	 	 	 
	 

	 	 	 	Name: Denis O’ Meara
	 

	 	 	 	Title:   Managing Director
	 
	 	 	 	 
	 	 	SUNTRUST BANK, as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 
	 
	 	 	 	 
	 	 	UBS LOAN FINANCE LLC, as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 
	 
	 	 	 	 




















 





	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 
	 
	 	 	 	 
	 	 	MERRILL LYNCH BANK USA, as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 
	 
	 	 	 	 
	 	 	BNP PARIBAS, as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 
	 
	 	 	 	 
	 	 	SUNTRUST BANK, as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Yann Pirio
	 

	 	 	 	 
	 

	 	 	 	Name: Yann Pirio
	 

	 	 	 	Title:   Director
	 
	 	 	 	 
	 	 	UBS LOAN FINANCE LLC, as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 
	 
	 	 	 	 




















 





	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 
	 
	 	 	 	 
	 	 	MERRILL LYNCH BANK USA, as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 
	 
	 	 	 	 
	 	 	BNP PARIBAS, as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 
	 
	 	 	 	 
	 	 	SUNTRUST BANK, as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: 
	 

	 	 	 	Title: 
	 
	 	 	 	 
	 	 	UBS LOAN FINANCE LLC, as an Increasing Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David B. Julie
	 

	 	 	 	 
	 

	 	 	 	Name: David B. Julie
	 

	 	 	 	Title:   Associate Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mary E. Evans
	 

	 	 	 	 
	 

	 	 	 	Name: Mary E. Evans
	 

	 	 	 	Title:   Associate Director




















 





	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, 

as an Increasing Lender

 	 
	 	By:  	/s/ Marcus M. Tarkington
 	 
	 	 	Name:  	Marcus M. Tarkington 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                  /s/ Paul O’Leary
 	 
	 	 	Name:  	Paul O’Leary 	 
	 	 	Title:  	Vice President 	 
	 
	 	KEYBANK NATIONAL ASSOCIATION, 

as an Increasing Lender

 	 
	 	By:  	 
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMERICA BANK, as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	LASALLE BANK, NATIONAL ASSOCIATION, 

as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIFTH THIRD BANK, as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
















 





	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, 

as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  		 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	                   	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	KEYBANK NATIONAL ASSOCIATION, 

as an Increasing Lender

 	 
	 	By:  	/s/ Sherrie I. Manson
 	 
	 	 	Name:  	Sherrie I. Manson 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	COMERICA BANK, as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	LASALLE BANK, NATIONAL ASSOCIATION, 

as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIFTH THIRD BANK, as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
















 





	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, 

as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  		 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	                   	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	KEYBANK NATIONAL ASSOCIATION, 

as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMERICA BANK, as an Increasing Lender

 	 
	 	By:  	/s/ Blake Arnett
 	 
	 	 	Name:  	Blake Arnett 	 
	 	 	Title:  	Vice President 	 
	 
	 	LASALLE BANK, NATIONAL ASSOCIATION, 

as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIFTH THIRD BANK, as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
















 





	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, 

as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  		 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	                   	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	KEYBANK NATIONAL ASSOCIATION, 

as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMERICA BANK, as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	LASALLE BANK, NATIONAL ASSOCIATION, 

as an Increasing Lender

 	 
	 	By:  	/s/ Gregory E. Castle
 	 
	 	 	Name:  	Gregory E. Castle 	 
	 	 	Title:  	First Vice President 	 
	 
	 	FIFTH THIRD BANK, as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
















 






	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, 

as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  		 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	                   	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	KEYBANK NATIONAL ASSOCIATION, 

as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMERICA BANK, as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	LASALLE BANK, NATIONAL ASSOCIATION, 

as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FIFTH THIRD BANK, as an Increasing Lender

 	 
	 	By:  	/s/ Brian Jelinski
 	 
	 	 	Name:  	Brian Jelinski 	 
	 	 	Title:  	Assistant Vice President 	 
	 
















 







	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as an Increasing Lender

 	 
	 	By:  	/s/ Jo Ann Vasquez
 	 
	 	 	Name:  Jo Ann Vasquez     	 
	 	 	Title:  	Vice President	 
	 
	 	THE BANK OF NOVA SCOTIA, as an
Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BAYERISCHE LANDESBANK, as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	      	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HUNTINGTON NAITONAL BANK, as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SUMITOMO MITSUI BANKING CORP., as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



















 







	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NOVA SCOTIA, as an
Increasing Lender

 	 
	 	By:  	/s/ Thane Rattew
 	 
	 	 	Name:  	Thane Rattew 	 
	 	 	Title:  	Managing Director 	 
	 
	 	BAYERISCHE LANDESBANK, as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	      	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HUNTINGTON NAITONAL BANK, as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SUMITOMO MITSUI BANKING CORP., as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



















 







	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NOVA SCOTIA, as an
Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BAYERISCHE LANDESBANK, as an Increasing Lender

 	 
	 	By:  	/s/
Nikolai von Mengden
 	 
	 	 	Name:  	Nikolai von Mengden     	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	     /s/ John Gregory
 	 
	 	 	Name:  	John Gregory     	 
	 	 	Title:  	First Vice President 	 
	 
	 	HUNTINGTON NAITONAL BANK, as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SUMITOMO MITSUI BANKING CORP., as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



















 







	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NOVA SCOTIA, as an
Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BAYERISCHE LANDESBANK, as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	      	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HUNTINGTON NAITONAL BANK, as an Increasing Lender

 	 
	 	By:  	/s/ Patrick Barbour
 	 
	 	 	Name:  	Patrick Barbour     	 
	 	 	Title:  	Vice President 	 
	 
	 	SUMITOMO MITSUI BANKING CORP., as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



















 







	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NOVA SCOTIA, as an
Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BAYERISCHE LANDESBANK, as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	      	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HUNTINGTON NAITONAL BANK, as an Increasing Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SUMITOMO MITSUI BANKING CORP., as an Increasing Lender

 	 
	 	By:  	/s/ David A. Buck
 	 
	 	 	Name:  	David A. Buck     	 
	 	 	Title:  	Senior Vice President 	 
	 



















 





	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND plc, as an Added 
     Lender

 	 
	 	By:  	/s/ Emily Freedman
 	 
	 	 	Name:  	Emily Freedman 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



EXHIBIT A

COMMITMENT SCHEDULE




	 	 	 	 	 
	Lender	 	Commitment
	CITIBANK, N.A.**
	 	$	36,250,000	 
	UNION BANK OF CALIFORNIA, N.A.**
	 	$	36,250,000	 
	BARCLAYS BANK PLC**
	 	$	35,000,000	 
	JPMORGAN CHASE BANK, N.A.**
	 	$	35,000,000	 
	WACHOVIA BANK, NATIONAL ASSOCIATION**
	 	$	35,000,000	 
	MERRILL LYNCH BANK USA**
	 	$	35,000,000	 
	THE ROYAL BANK OF SCOTLAND plc*
	 	$	35,000,000	 
	BNP PARIBAS**
	 	$	25,000,000	 
	SUNTRUST BANK**
	 	$	25,000,000	 
	UBS LOAN FINANCE LLC**
	 	$	25,000,000	 
	DEUTSCHE BANK TRUST COMPANY AMERICAS**
	 	$	25,000,000	 
	KEYBANK NATIONAL ASSOCIATION**
	 	$	20,000,000	 
	COMERICA BANK**
	 	$	20,000,000	 
	LASALLE BANK MIDWEST, N.A.**
	 	$	20,000,000	 
	CREDIT SUISSE, CAYMAN ISLANDS BRANCH
	 	$	11,250,000	 
	FIFTH THIRD BANK**
	 	$	20,000,000	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION**
	 	$	20,000,000	 
	THE BANK OF NOVA SCOTIA**
	 	$	20,000,000	 
	BAYERISCHE LANDESBANK**
	 	$	20,000,000	 
	HUNTINGTON NATIONAL BANK**
	 	$	20,000,000	 
	GOLDMAN SACHS CREDIT PARTNERS L.P.
	 	$	11,250,000	 
	SUMITOMO MITSUI BANKING CORP.**
	 	$	20,000,000	 








 




			
	*	 	Denotes Added Lender
	 
	**	 	Denotes Increasing Lender






 











 







Schedule 1




Administrative Details Form




Seal Name: CMS Energy Corporation 





General Information




Your Institutions Legal Name: 





Tax Withholding:



Note: To avoid the potential of having interest income withheld, all investors must deliver all
current and appropriate tax forms.



Tax ID #:




Sub-Allocation: {United States only)



Note: If your institution is sub-allocating its allocation, please fill out the information below.
Additionally, an administrative detail form is required for each legal entity. Execution copies
(e.g. Credit Agreement/Assignment Agreement) will be sent for signature to the Sub-Allocation
Contact below.




	 	 	 	 	 
	Sub-Allocated Amount:
	 	$	 	 
	 
	 	 
	Signing Credit Agreement?
	 	oYes  oNo
	Coming In Via Assignment?
	 	oYes  oNo






Sub-Allocation Contact:





	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	NAME:	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Address:

	 	 	 	 	 	 	 	E-mail:	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	City:

	 	 	 	State:
	 	 	 	Phone #:	 	 
	 

	 	 	 	 	 	 
	 	 	 	 
	Postal Code:

	 	 	 	Country:
	 	 	 	Fax#:	 	 
	 

	 	 
	 	 	 	 
	 	 	 	 





Contact List




Business/Credit Matters: (Responsible for trading and credit approval process of the deal)



Primary:




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	NAME:	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Address:

	 	 	 	 	 	 	 	E-mail:	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	City:

	 	 	 	State:
	 	 	 	Phone #:	 	 
	 

	 	 
	 	 	 	 
	 	 	 	 
	Postal Code:

	 	 	 	Country:
	 	 	 	Fax#:	 	 
	 

	 	 
	 	 	 	 
	 	 	 	 





Backup




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	NAME:	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Address:

	 	 	 	 	 	 	 	E-mail:	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	City:

	 	 	 	State:
	 	 	 	Phone #:	 	 
	 

	 	 
	 	 	 	 
	 	 	 	 
	Postal Code:

	 	 	 	Country:
	 	 	 	Fax #:	 	 
	 

	 	 
	 	 	 	 
	 	 	 	 






Admin Details can be submitted online, via Citigroup’s Global Loans Web Site.

Send an e-mail to oploanswebadmin@ssmb.com with your contact
information and the deal name to request a user ID/password to submit/modify Admin Details online.




Ex. F-5









 





Administrative Details Form



Admin/Operations Matters: (Responsible for interest, fee, principal payment, borrowing & pay-downs)




Primary:




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	NAME:	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Address:

	 	 	 	 	 	 	 	E-mail:	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	City:

	 	 	 	State:
	 	 	 	Phone #:	 	 
	 

	 	 
	 	 	 	 
	 	 	 	 
	Postal Code:

	 	 	 	Country:
	 	 	 	Fax#:	 	 
	 

	 	 
	 	 	 	 
	 	 	 	 






Backup:




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	NAME:	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Address:

	 	 	 	 	 	 	 	E-mail:	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	City:

	 	 	 	State:
	 	 	 	Phone #:	 	 
	 

	 	 
	 	 	 	 
	 	 	 	 
	Postal Code:

	 	 	 	Country:
	 	 	 	Fax#	 	 
	 

	 	 
	 	 	 	 
	 	 	 	 









Closing Contact: (Responsible for Deal Closing matters)




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	NAME:	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Address:

	 	 	 	 	 	 	 	E-mail:	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	City:

	 	 	 	State:
	 	 	 	Phone #:	 	 
	 

	 	 
	 	 	 	 
	 	 	 	 
	Postal Code:

	 	 	 	Country:
	 	 	 	Fax#:	 	 
	 

	 	 
	 	 	 	 
	 	 	 	 






Disclosure Contact: (Receives disclosure materials, such as financial reports, via our web site)



	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	NAME:	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Address:

	 	 	 	 	 	 	 	E-mail:	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	City:

	 	 	 	State:
	 	 	 	Phone #:	 	 
	 

	 	 
	 	 	 	 
	 	 	 	 
	Postal Code:

	 	 	 	Country:
	 	 	 	Fax#:	 	 
	 

	 	 
	 	 	 	 
	 	 	 	 






Admin
Details can be submitted online, via Citigroup’s Global Loans Web Site. Send an e-mail to
oploanswebadmin@ssmb.com with your contact information and the deal name to request a user
ID/password to submit/modify Admin Details online.




Ex. F-6









 











Administrative Details Form




Routing Instructions




Routing
Instructions for this deal:




	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Correspondent Bank:	 
	City:
	 	 	 	 	 	State:	 	Account Name:
	 	 	 
	Postal Code:
	 	 	 	 	 	 	 	Account#:
	 	 	 
	Payment Type:
	 	 	 	 	 	 	 	Benef. Acct. Name:
	oFed	 	 	 	oABA oCHIPS	 	Benef. Acct. #:
	 	 	 
	ABA/CHIPS #:
	 	 	 	 	 	 	 	 
	 
	 	 	 	Reference:	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	Attention:	 	 	 	 
	 	 	 	 	 





Administrative
Agent Information




	 	 	 	 	 	 	 	 	 
	Bank Loans Syndication — Administrative Agent Contact	 	 	 	Administrative Agent —
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Wiring Instructions
	 
	 	 	 	 	 	 	 	 
	 
	 	Name:	 	                                        	 	 	 	Citibank, NA
 

	 
	 	 	 	 	 	 	 	 
	 
	 	Telephone:	 	                                        	 	 	 	Acct
Name: 

	 
	 	 	 	 	 	 	 	 
	 
	 	Fax:	 	                                        	 	 	 	Acct
#: 

	 
	 	 	 	 	 	 	 	 
	 
	 	Address:	 	                                        	 	 	 	 






Initial Funding Standards: LIBOR — Fund 2 days after rates are set





Admin Details can be submitted online, via Citigroup’s Global Loans Web Site. Send an e-mail
to oploanswebadmin@ssmb.com with your contact information and the deal name to request a user
ID/password to submit/modify Admin Details online.




Ex. F-7