EX-10.(E) 5 k48293exv10wxey.htm EX-10.(E)
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

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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: |  |

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| 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: |  |

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| 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