EXHIBIT 10(c)EXECUTION COPY**AMENDED AND RESTATED CASH COLLATERAL AGREEMENT**     THIS AMENDED AND RESTATED CASH COLLATERAL AGREEMENT, dated as of April 2, 2007 (this*“****Agreement****”)****,***made by CMS ENERGY CORPORATION, a Michigan corporation (the *“****Pledgor****”),*toCITICORP USA, INC. *(“****CUSA****”),*as administrative agent (in such capacity, the ***AdministrativeAgent****”)*for the lenders (the *“****Lenders****”)*parties to the Credit Agreement (as hereinafter defined)and as collateral agent (in such capacity, the *“****Collateral Agent****”)*for the Lenders.PRELIMINARY STATEMENTS          (1) The Administrative Agent, the Collateral Agent and the Lenders have entered into thatcertain Seventh Amended and Restated Credit Agreement, dated as of the date hereof (saidAgreement, as it may hereafter be amended or otherwise modified from time to time, being the*“****Credit Agreement****”,*the terms defined therein and not otherwise defined herein being used hereinas therein defined), with the Pledgor.          (2) The Pledgor and the Administrative Agent have previously entered into that certain CashCollateral Agreement, dated as of August 3, 2005 (as amended, restated, supplemented orotherwise modified prior to the date hereof, the *“****Existing Agreement****”)*pursuant to which cashcollateral is deposited by the Administrative Agent in a special non-interest-bearing cashcollateral account (the *“****Account****”)*with the Collateral Agent at its office at 388 GreenwichStreet, New York, New York 10013, Account No. 30579578 (or at such other office of theCollateral Agent as the Collateral Agent may, from time to time, notify the Pledgor and theAdministrative Agent), in the name of the Pledgor but under the sole control and dominion of theCollateral Agent and subject to the terms of this Agreement and the Credit Agreement.          (3) The Pledgor and the Administrative Agent have agreed to amend and restate the ExistingAgreement pursuant to this Agreement.          NOW THEREFORE, in consideration of the premises and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor herebyagrees with the Collateral Agent and the Administrative Agent, for their benefit and the ratablebenefit of the Lenders and the LC Issuer, as follows:          ***SECTION 1. Pledge and Assignment****.*The Pledgor hereby pledges and assigns to the CollateralAgent, for its benefit and the ratable benefit of the Administrative Agent, the Lenders and theLC Issuer, and grants to the Collateral Agent, for its benefit and the ratable benefit of theAdministrative Agent, the Lenders and the LC Issuer, a security interest in, the followingcollateral (collectively, the *“****Collateral****):*     (i) the Account, all funds held therein and all certificates and instruments, ifany, from time to time representing or evidencing the Account;
 

 
     (ii) all Investments (as hereinafter defined) from time to time, and all certificatesand instruments, if any, from time to time representing or evidencing the Investments;     (iii) all notes, certificates of deposit, deposit accounts, checks and otherinstruments from time to time hereafter delivered to or otherwise possessed by theCollateral Agent for or on behalf of the Pledgor in substitution for or in addition to anyor all of the then existing Collateral;     (iv) all interest, dividends, cash, instruments and other property from time to timereceived, receivable or otherwise distributed in respect of or in exchange for any or allof the then existing Collateral; and     (v) all proceeds of any and all of the foregoing Collateral.          ***SECTION 2. Security for Obligations***. This Agreement secures the payment of all reimbursementobligations of the Pledgor now or hereafter existing with respect to LC Outstandings and allobligations of the Pledgor now or hereafter existing under this Agreement (all such obligations ofthe Pledgor being the “***Secured Obligations***”). Without limiting the generality of the foregoing,this Agreement secures the payment of all amounts which constitute part of the Secured Obligationsand which remain outstanding after the Commitment Termination Date or otherwise would be owed bythe Pledgor to the Administrative Agent, the Collateral Agent or the Lenders under the CreditAgreement and the Promissory Notes (if any) but for the fact that they are unenforceable or notallowable due to the existence of a bankruptcy, reorganization or similar proceeding involving thePledgor.          ***SECTION 3. Delivery of Collateral***. All certificates or instruments, if any, representing orevidencing the Collateral shall be delivered to and held by or on behalf of the Collateral Agentpursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied byduly executed instruments of transfer or assignment in blank, all in form and substancesatisfactory to the Collateral Agent. The Collateral Agent shall have the right, at any time uponthe occurrence and during the continuance of an Event of Default, in its discretion and withoutnotice to the Pledgor, to transfer to or to register in the name of the Collateral Agent or any ofits nominees any or all of the Collateral. In addition, the Collateral Agent shall have the rightat any time to exchange certificates or instruments representing or evidencing Collateral forcertificates or instruments of smaller or larger denominations.          ***SECTION 4. Maintaining the Account***. So long as any LC Obligation shall remain unpaid, anyLetter of Credit shall remain outstanding or any Lender shall have any Commitment:     (a) The Pledgor will maintain the Account with the Collateral Agent.     (b) It shall be a term and condition of the Account, notwithstanding any term orcondition to the contrary in any other agreement relating to the Account and except asotherwise provided by the provisions of Sections 6, 13 and 17, that no amount (includinginterest on the Account, if any) shall be paid or released to or for the account of, or
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withdrawn by or for the account of, the Pledgor or any other Person (other than theAdministrative Agent or the Collateral Agent) from the Account.          The Account shall be subject to such applicable laws, and such applicable regulations of theBoard of Governors of the Federal Reserve System and of any other appropriate banking orgovernmental authority, as may now or hereafter be in effect.          ***SECTION 5. Investing of Amounts in the Account***. If requested by the Pledgor, the CollateralAgent will, subject to the provisions of Section 6 and Section 13, from time to time (a) investamounts on deposit in the Account in such Permitted Investments as the Pledgor may select and theAdministrative Agent may approve and (b) invest interest paid on the Permitted Investments referredto in clause (a) above, and reinvest other proceeds of any such Permitted Investments which maymature or be sold, in each case in such Permitted Investments as the Pledgor may select and theAdministrative Agent may approve (the Permitted Investments referred to in clauses (a) and (b)above, being collectively “***Investments***”). Interest and proceeds that are not invested or reinvestedin Investments as provided above shall be deposited and held in the Account.          ***SECTION 6. Release of Amounts***. So long as no Event of Default or Default shall have occurredand be continuing, the Collateral Agent will pay and release to the Pledgor or at its order, uponthe request of the Pledgor, (a) amounts of credit balance of the Account and of principal of anyother Collateral when matured or sold to the extent that (i) the sum of the credit balance of theAccount plus the aggregate outstanding principal amount of all other Collateral exceeds (ii) theaggregate Dollar Equivalent of the LC Outstandings in respect of all Letters of Credit and allother amounts owing by the Pledgor hereunder, (b) all amounts in the Account if (i) the aggregateof all of the Commitments shall exceed the Total Outstandings, (ii) the aggregate Dollar Equivalentof the LC Outstandings in respect of all Letters of Credit denominated in euro and all otheramounts owing by the Pledgor hereunder are less than $40,000,000, (iii) the aggregate DollarEquivalent of the LC Outstandings in respect of all Letters of Credit denominated in Indian Rupeesand all other amounts owing by the Pledgor hereunder are less than $3,000,000, and (iv) theaggregate Dollar Equivalent of the LC Outstandings in respect of all Letters of Credit denominatedin Canadian Dollars and all other amounts owing by the Pledgor hereunder are less than $30,000,000and (c) all interest and earnings on the Investments deposited and held in the Account.          ***SECTION 7. Representations and Warranties***. The Pledgor represents and warrants as follows:     (a) The Pledgor is the legal and beneficial owner of the Collateral free and clear ofany lien, security interest, option or other charge or encumbrance except for the securityinterest created by this Agreement.     (b) The pledge and assignment of the Collateral pursuant to this Agreement creates avalid and perfected first priority security interest in the Collateral, securing thepayment of the Secured Obligations.
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     (c) No consent of any other Person and no authorization, approval, or other action by,and no notice to or filing with, any governmental authority or regulatory body is required(i) for the pledge and assignment by the Pledgor of the Collateral pursuant to thisAgreement or for the execution, delivery or performance of this Agreement by the Pledgor,(ii) for the perfection or maintenance of the security interest created hereby (includingthe first priority nature of such security interest) or (iii) for the exercise by theCollateral Agent of its rights and remedies hereunder.     (d) There are no conditions precedent to the effectiveness of this Agreement that havenot been satisfied or waived.     (e) The Pledgor has, independently and without reliance upon the Administrative Agent,the Collateral Agent or any Lender and based on such documents and information as it hasdeemed appropriate, made its own credit analysis and decision to enter into this Agreement.          ***SECTION 8. Further Assurances***. The Pledgor agrees that at any time and from time to time, atthe expense of the Pledgor, the Pledgor will promptly execute and deliver all further instrumentsand documents, and take all further action, that may be necessary or desirable, or that theCollateral Agent may reasonably request, in order to perfect and protect any security interestgranted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforceits rights and remedies hereunder with respect to any Collateral.          ***SECTION 9. Transfers and Other Liens***. The Pledgor agrees that it will not (i) sell, assign(by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to,any of the Collateral, or (ii) create or permit to exist any lien, security interest, option orother charge or encumbrance upon or with respect to any of the Collateral, except for the securityinterest under this Agreement.          ***SECTION 10. Collateral Agent Appointed Attorney-in-Fact***. The Pledgor hereby appoints theCollateral Agent the Pledgor’s attorney-in-fact, with full authority in the place and stead of thePledgor and in the name of the Pledgor or otherwise, from time to time upon the occurrence andduring the continuance of an Event of Default or Default or otherwise to the extent that theCollateral Agent shall reasonably deem any action to be necessary in order to maintain its securityinterest in the Collateral, in the Collateral Agent’s discretion, to take any action and to executeany instrument which the Collateral Agent may deem necessary or advisable to accomplish thepurposes of this Agreement, including, without limitation, to receive, indorse and collect allinstruments made payable to the Pledgor representing any interest payment, dividend or otherdistribution in respect of the Collateral or any part thereof and to give full discharge for thesame.          ***SECTION 11. Collateral Agent May Perform***. If the Pledgor fails to perform any agreementcontained herein, the Collateral Agent may itself perform, or cause performance of, suchagreement, and the expenses of the Collateral Agent incurred in connection therewith shall bepayable by the Pledgor under Section 14.
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     ***SECTION 12. The Collateral Agent’s Duties***. The powers conferred on the Collateral Agenthereunder are solely to protect its interest in the Collateral and shall not impose any duty uponit to exercise any such powers. Except for the safe custody of any Collateral in its possessionand the accounting for moneys actually received by it hereunder, the Collateral Agent shall haveno duty as to any Collateral, as to ascertaining or taking action with respect to calls,conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whetheror not the Administrative Agent, the Collateral Agent or any Lender has or is deemed to haveknowledge of such matters, or as to the taking of any necessary steps to preserve rights againstany parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemedto have exercised reasonable care in the custody and preservation of any Collateral in itspossession if such Collateral is accorded treatment substantially equal to that which theCollateral Agent accords its own property.     ***SECTION 13. Remedies upon Default***. If any Event of Default shall have occurred and becontinuing:     (a) The Collateral Agent may, and shall at the direction of the Administrative Agent,without notice to the Pledgor except as required by law and at any time or from time totime, charge, set-off and otherwise apply all or any part of the Account against theSecured Obligations or any part thereof.     (b) The Collateral Agent may also exercise in respect of the Collateral, in addition toother rights and remedies provided for herein or otherwise available to it, all the rightsand remedies of a secured party on default under the Uniform Commercial Code in effect inthe State of New York at that time (the “***Code***”) (whether or not the Code applies to theaffected Collateral), and may also, without notice except as specified below, sell theCollateral or any part thereof in one or more parcels at public or private sale, at any ofthe Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, andupon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgoragrees that, to the extent notice of sale shall be required by law, at least ten days’notice to the Pledgor of the time and place of any public sale or the time after which anyprivate sale is to be made shall constitute reasonable notification. The Collateral Agentshall not be obligated to make any sale of Collateral regardless of notice of sale havingbeen given. The Collateral Agent may adjourn any public or private sale from time to time byannouncement at the time and place fixed therefor, and such sale may, without furthernotice, be made at the time and place to which it was so adjourned.     (c) Any cash held by the Collateral Agent as Collateral and all cash proceeds receivedby the Collateral Agent in respect of any sale of, collection from, or other realizationupon all or any part of the Collateral may, in the discretion of the Administrative Agent,be held by the Collateral Agent as collateral for, and/or then or at any time thereafter beapplied (after payment of any amounts payable to the Collateral Agent pursuant to Section14) in whole or in part by the Administrative Agent for its benefit and the ratable benefitof the Collateral Agent, the Lenders and the LC Issuer against, all or any part of theSecured Obligations in such order as the Administrative Agent shall elect. Any surplus ofsuch cash or cash proceeds held by the Collateral
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Agent and remaining after payment in full of all the Secured Obligations shall be paid overto the Pledgor or to whomsoever may be lawfully entitled to receive such surplus.          ***SECTION 14. Expenses***. The Pledgor will upon demand pay to the Collateral Agent and theAdministrative Agent the amount of any and all reasonable expenses, including the reasonable feesand expenses of its counsel and of any experts and agents, which the Collateral Agent or theAdministrative Agent may incur in connection with (i) the administration of this Agreement, (ii)the custody or preservation of, or the sale of, collection from, or other realization upon, any ofthe Collateral, (iii) the exercise or enforcement of any of the rights of the Administrative Agent,the Collateral Agent or the Lenders hereunder or (iv) the failure by the Pledgor to perform orobserve any of the provisions hereof.          ***SECTION 15. Amendments, Etc.***No amendment or waiver of any provision of this Agreement, and noconsent to any departure by the Pledgor herefrom shall in any event be effective unless the sameshall be in writing and signed by the Administrative Agent and the Collateral Agent and, in thecase of any amendment hereof, the Pledgor, and then such waiver or consent shall be effective onlyin the specific instance and for the specific purpose for which given.          ***SECTION 16. Addresses for Notices***. All notices and other communications provided for hereundershall be made and delivered in accordance with Section 11.02 of the Credit Agreement.          ***SECTION 17. Continuing Security Interest; Assignments under Credit Agreement***. This Agreementshall create a continuing security interest in the Collateral and shall (i) remain in full forceand effect until the later of (x) the payment in full of the Secured Obligations and the expirationor termination of each Letter of Credit and (y) the expiration or termination of the Commitmentsunder the Credit Agreement, (ii) be binding upon the Pledgor, its successors and assigns, and (iii)inure to the benefit of, and be enforceable by, the Administrative Agent, the Collateral Agent, theLenders, the LC Issuer and their respective successors, transferees and assigns. Without limitingthe generality of the foregoing clause (iii), any Lender may assign or otherwise transfer all orany portion of its rights and obligations under the Credit Agreement (including, withoutlimitation, all or any portion of its Commitment, the Loans owing to it and any Promissory Notesheld by it) to any other Person, and such other Person shall thereupon become vested with all thebenefits in respect thereof granted to such Lender herein or otherwise, subject, however, to theprovisions of Article X (concerning the Agents) and Section 11.07 of the Credit Agreement. Upon thelater to occur of (x) the payment in full of the Secured Obligations and the expiration ortermination of each Letter of Credit and (y) the expiration or termination of the Commitments underthe Credit Agreement, the security interest granted hereby shall terminate and all rights to theCollateral shall revert to the Pledgor. Upon any such termination, the Collateral Agent will, atthe Pledgor’s expense, return to the Pledgor such of the Collateral as shall not have been sold orotherwise applied pursuant to the terms hereof and execute and deliver to the Pledgor suchdocuments as the Pledgor shall reasonably request to evidence such termination.          ***SECTION 18. Governing Law; Terms***. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE
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STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT PERFECTION OF THE SECURITY INTEREST HEREUNDER, ORREMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF AJURISDICTION OTHER THAN THE STATE OF NEW YORK. Unless otherwise defined herein or in the CreditAgreement, terms defined in Article 9 of the Code are used herein as therein defined.[Remainder of page intentionally left blank.]
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     IN WITNESS WHEREOF, the Pledgor has caused this Agreement to be duly executed and delivered byits officer thereunto duly authorized as of the date first above written.      CMS ENERGY CORPORATION