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Amendment Borrower Lenders CUSA Administrative Agent
 Credit Agreement
 Section 11.01
 Section 11.01
 1. Amendment to Credit Agreement . Paragraph 2 Consolidated EBITDA Section
1.01
 Consolidated EBITDA means, with reference to any period, the
pretax operating income of the Borrower and its Subsidiaries (Pretax
Operating Income) for such period plus, to the extent included in
determining Pretax Operating Income (without duplication), (i)
depreciation, depletion and amortization, (ii) non-cash write-offs
and write-downs, including, without limitation, write-offs or
write-downs related to the sale of assets, impairment of assets and
loss on contracts, (ii) non-cash gains or losses on mark-to-market
valuation of contracts and (iv) the cash or non-cash costs and
expense charges related to the termination, buy-out or amendment of
electricity sales agreements associated with Dearborn Industrial
Generation, L.L.C. and/or CMS ERM Michigan LLC, or other agreements
related thereto in an aggregate amount not to exceed $325,000,000
during the life of the Agreement, in each case in accordance with
GAAP consistently applied, all calculated for the Borrower and its
Subsidiaries on a consolidated basis for such period; provided,
however, that Consolidated EBITDA shall not include any operating
income attributable to that portion of the revenues of Consumers
dedicated to the repayment of the Securitized Bonds.




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2. Conditions to Effectiveness .
 Section
11.01
   3. Reference to and Effect on the Loan Documents .
 4. Miscellaneous .
 Representations and Warranties
 Section
7.01 subsection (f)
   2




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No Waiver
 Costs and Expenses
 Headings
 Counterparts
 GOVERNING LAW
 [signature pages follow]
 3




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CMS ENERGY CORPORATION, as BorrowerBy:
    /s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    Vice President & TreasurerCITICORP USA, INC., as Administrative AgentBy:Name:Title:CITIBANK, N.A., as a LenderBy:Name:Title: Signature Page to Amendment No. 1 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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CMS ENERGY CORPORATION, as BorrowerBy:Name:Title:CITICORP USA, INC., as Administrative AgentBy:
    /s/ Shannon SweeneyName:
    Shannon SweeneyTitle:
    Vice PresidentCITIBANK, N.A., as a LenderBy:
    /s/ Shannon SweeneyName:
    Shannon SweeneyTitle:
    Vice President Signature Page to Amendment No. 1 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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UNION BANK OF CALIFORNIA, N.A., as a LenderBy:
    /s/ Bryan ReadName:
    Bryan ReadTitle:
    Vice PresidentBARCLAYS BANK PLC, as a LenderBy:Name:Title:JPMORGAN CHASE BANK, N.A., as a LenderBy:Name:Title:WACHOVIA BANK, NATIONAL ASSOCIATION, as a LenderBy:Name:Title: Signature Page to Amendment No. 1 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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UNION BANK OF CALIFORNIA, N.A., as a LenderBy:Name:Title:BARCLAYS BANK PLC, as a LenderBy:
    /s/ Sydney G. DennisName:
    Sydney G. DennisTitle:
    DirectorJPMORGAN CHASE BANK, N.A., as a LenderBy:Name:Title: Signature Page to Amendment No. 1 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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UNION BANK OF CALIFORNIA, N.A., as a LenderBy:Name:Title:BARCLAYS BANK PLC, as a LenderBy:Name:Title:JPMORGAN CHASE BANK, N.A., as a LenderBy:
    /s/ Michael DeForgeName:
    Michael DeForgeTitle:
    Executive DirectorWACHOVIA BANK, NATIONAL ASSOCIATION, as a LenderBy:Name:Title: Signature Page to Amendment No. 1 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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UNION BANK OF CALIFORNIA, N.A., as a LenderBy:Name:Title:BARCLAYS BANK PLC, as a LenderBy:Name:Title:JPMORDAN CHASE BANK, N.A., as a LenderBy:Name:Title:WACHOVIA BANK, NATIONAL ASSOCIATION, as a LenderBy:
    /s/ FREDRICK W. PRICEName:
    FREDRICK W. PRICETitle:
    MANAGING DIRECTOR Signature Page to Amendment No. 1 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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MERRILL LYNCH BANK USA, as a LenderBy:
    /s/ Louis AlderName:
    Louis AlderTitle:
    DirectorBNP PARIBAS, as a LenderBy:Name:Title:By:Name:Title:SUNTRUST BANK, as a LenderBy:Name:Title:UBS LOAN FINANCE LLC, as a LenderBy:Name:Title: Signature Page to Amendment No. 1 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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MERRILL LYNCH BANK USA, as a LenderBy:Name:Title:BNP PARIBAS, as a LenderBy:
    /s/ FRANCIS J. DELANEYName:
    FRANCIS J. DELANEYTitle:
    Managing DirectorBy:
    /s/ DENIS OMEARAName:
    DENIS OMEARATitle:
    Managing DirectorSUNTRUST BANK, as a LenderBy:Name:Title:UBS LOAN FINANCE LLC, as a LenderBy:Name:Title: Signature Page to Amendment No. 1 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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MERRILL LYNCH BANK USA, as a LenderBy:Name:Title:BNP PARIBAS, as a LenderBy:Name:Title:By:Name:Title:SUNTRUST BANK, as a LenderBy:
    /s/ Yann PirioName:
    Yann PirioTitle:
    Vice PresidentUBS LOAN FINANCE LLC, as a LenderBy:Name:Title: Signature Page to Amendment No. 1 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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MERRILL LYNCH BANK USA, as a LenderBy:Name:Title:BNP PARIBAS, as a LenderBy:Name:Title:By:Name:Title:SUNTRUST BANK, as a LenderBy:Name:Title:UBS LOAN FINANCE LLC, as a LenderBy:
    /s/ David B. JulieName:
    David B. JulieTitle:
    Associate DirectorBy:
    /s/ Irja R. OtsaName:
    Irja R. OtsaTitle:
    Associate Director Signature Page to Amendment No. 1 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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DEUTSCHE BANK TRUST COMPANY AMERICAS, as a LenderBy:
    /s/ IllegibleName:Title:By:
    /s/ Scottye LindseyName:
    Scottye LindseyTitle:
    DirectorKEYBANK NATIONAL ASSOCIATION, as a LenderBy:Name:Title:COMERICA BANK, as a LenderBy:Name:Title:LASALLE BANK, NATIONAL ASSOCIATION, as a LenderBy:Name:Title: Signature Page to Amendment No. 1 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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DEUTSCHE BANK TRUST COMPANY AMERICAS, as
a LenderBy:Name:Title:By:Name:Title:KEYBANK NATIONAL ASSOCIATION, as a LenderBy:

/s/
Sherrie I. MansonName:
    Sherrie I. MansonTitle:
    Senior Vice PresidentCOMERICA BANK, as a LenderBy:Name:Title:LASALLE BANK, NATIONAL ASSOCIATION, as a
LenderBy:Name:Title: Signature Page to Amendment No. 1 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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DEUTSCHE BANK TRUST COMPANY AMERICAS, as a LenderBy:Name:Title:By:Name:Title:KEYBANK NATIONAL ASSOCIATION, as a LenderBy:Name:Title:COMERICA BANK, as a LenderBy:
    /s/ BLAKE ARNETTName:
    BLAKE ARNETTTitle:
    VICE PRESIDENTLASALLE BANK, NATIONAL ASSOCIATION, as a LenderBy:Name:Title: Signature Page to Amendment No. 1 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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DEUTSCHE BANK TRUST COMPANY AMERICAS, as a LenderBy:Name:Title:By:Name:Title:KEYBANK NATIONAL ASSOCIATION, as a LenderBy:Name:Title:COMERICA BANK, as a LenderBy:Name:Title:LASALLE BANK MIDWEST, N.A., as a LenderBy:
    /s/ GREGORY E. CASTLEName:
    GREGORY E. CASTLETitle:
    FIRST VICE PRESIDENT Signature Page to Amendment No. 1 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a LenderBy:
    /s/ Brian CaldwellName:
    Brian CaldwellTitle:
    DirectorBy:
    /s/ Laurence LapeyreName:
    Laurence LapeyreTitle:
    AssociateFIFTH THIRD BANK, as a
LenderBy:Name:Title:WELLS FARGO BANK, NATIONAL ASSOCIATION, as
a LenderBy:Name:Title:THE BANK OF NOVA SCOTIA, as a LenderBy:Name:Title:BAYERISCHE LANDESBANK, as a LenderBy:Name:Title: Signature Page to Amendment No. 1 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a LenderBy:Name:Title:FIFTH THIRD BANK, as a LenderBy:
    /s/ BRIAN JELINSKIName:
    BRIAN JELINSKITitle:
    AVPWELLS FARGO BANK, NATIONAL
ASSOCIATION, as a
LenderBy:Name:Title:THE BANK OF NOVA SCOTIA, as a LenderBy:Name:Title:BAYERISCHE LANDESBANK, as a LenderBy:Name:Title: Signature Page to Amendment No. 1 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a LenderBy:Name:Title:FIFTH THIRD BANK, as a LenderBy:Name:Title:WELLS FARGO BANK, NATIONAL ASSOCIATION, as a LenderBy:Name:Title:THE BANK OF NOVA SCOTIA, as a LenderBy:
    /s/        Thane RattewName:
    Thane RattewTitle:
    Managing DirectorBAYERISCHE LANDESBANK, as a LenderBy:Name:Title: Signature Page to Amendment No. 1 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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CREDIT SUISSE, CAYMAN ISLANDS
BRANCH, as a LenderBy:Name:Title:FIFTH THIRD BANK, as a LenderBy:Name:Title:WELLS FARGO BANK, NATIONAL ASSOCIATION, as a LenderBy:Name:Title:THE BANK OF NOVA SCOTIA, as a LenderBy:Name:Title:BAYERISCHE LANDESBANK, as a LenderBy:

/s/ John Gregory                    /s/ Nikolal von MengdenName:
    John Gregory               Nikolal von MengdenTitle:
    First Vice President     Senior Vice President Signature Page to Amendment No. 1 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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HUNTINGTON NAITONAL BANK, as a LenderBy:
    /s/ Patrick BarbourName:
    Patrick BarbourTitle:
    Vice PresidentGOLDMAN SACHS CREDIT PARTNERS, L.P., as a
LenderBy:Name:Title:SUMITOMO MITSUI BANKING CORP., as a LenderBy:Name:Title: Signature Page to Amendment No. 1 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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HUNTINGTON NAITONAL BANK, as a LenderBy:Name:Title:GOLDMAN SACHS CREDIT PARTNERS, L.P.,
as a LenderBy:
    /s/ Pedro RamirezName:
    Pedro RamirezTitle:
    Authorized SignatorySUMITOMO MITSUI BANKING CORP., as a LenderBy:Name:Title: Signature Page to Amendment No. 1 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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SUMITOMO MITSUI BANKING CORP., as a LenderBy:
    /s/ Masakazu HasegawaName:
    Masakazu HasegawaTitle:
    Joint General Manager Signature Page to Amendment No. 1 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)