CMS Energy (CMS)

Item 1.01 Entry into a Material Definitive Agreement.

On August 18, 2009, Consumers Energy Company ("Consumers"), a principal subsidiary of CMS Energy Corporation ("CMS Energy"), amended and restated its $150 million secured Revolving Credit Facility (the "Facility") with a consortium of banks led by Union Bank, N.A. The Facility replaces Consumers' existing $150 million secured revolving credit facility that was set to expire in September of 2009 (the "Original Facility"). The Facility has substantially similar terms as the Original Facility. The Facility is a short-term facility and contains certain customary affirmative and negative covenants. Any amounts drawn under the Facility will be secured by first mortgage bonds of Consumers, created under the Original Facility and its associated Supplemental Indenture. The Original Facility was previously filed as Exhibit 10.1 to the Form 8-K filed September 16, 2008 and its Supplemental Indenture was previously filed as Exhibit 4.1 to the Form 8-K filed September 16, 2008. Consumers expects any drawings under the Facility will be used for general corporate purposes.

Union Bank, N.A. and other members of the lending consortium have provided banking and underwriting services to Consumers in the ordinary course of business.

The foregoing description of the Facility does not purport to be complete and is qualified in its entirety by the provisions of the Facility, respectively, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 1.01 Entry into a Material Definitive Agreement.

Previously, CMS Energy Corporation ("CMS Energy") subsidiary Dearborn Industrial Generation, L.L.C. ("DIG") entered into Electricity Sales Agreements ("ESAs") with Ford Motor Company ("Ford"), Severstal North America, Inc., as successor to Rouge Steel Company ("SNA"), and Double Eagle Steel Coating Company ("DESCC"). These agreements were later assigned by DIG to another CMS Energy subsidiary, CMS ERM Michigan LLC ("ERM"), with DIG agreeing to guaranty the ERM performance thereunder. These ESAs provided that, among other things, ERM would provide electricity to Ford, SNA, and DESCC on a long-term basis. On November 29, 2007, termination agreements were executed between DIG, ERM, CMS Energy, and each of Ford and SNA (the "Termination Agreements"), pursuant to which, upon the meeting of certain conditions, including the aggregate cash payment to Ford and SNA of $275 million and the ability of Ford and SNA to return to electric service with The Detroit Edison Company, the ESAs between ERM and Ford and SNA shall terminate, relieving ERM and DIG from any future obligations to supply electricity to Ford and SNA. In addition, upon closing of the Termination Agreements transaction, DIG will enter into Conformed and Amended Agreements with each of Ford and SNA to preserve the rights and obligations of the parties under all other existing project agreements, including the DIG obligation to supply steam to Ford and SNA and to take blast furnace gas from SNA, all without material modification from the original agreements.

On November 29, 2007, ERM, DIG and DESCC entered into an amendment to the DESCC ESA that, effective upon and subject to the closing of the Termination Agreements transaction, will, among other things, establish a contract capacity limit and add an annual energy delivery cap and an annual energy delivery minimum.

Upon effectiveness of the Termination Agreements and the amendment to the DESCC ESA, ERM and DIG will have reduced their long-term electric capacity supply obligations by 260 MW.

Parties to these agreements include CMS Energy, ERM, DIG, Ford, SNA, and DESCC.

This Form 8-K contains “forward-looking statements” as defined in Rule 3b-6 of the Securities Exchange Act of 1934, as amended, Rule 175 of the Securities Act of 1933, as amended, and relevant legal decisions. The forward-looking statements are subject to risks and uncertainties. They should be read in conjunction with “FORWARD-LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” each found in the MANAGEMENT’S DISCUSSION AND ANALYSIS sections of CMS Energy’s Form 10-K, Consumers’ Form 10-K for the Year Ended December 31, 2006 and a form 8-K filed June 4, 2007 amending CMS Energy’s 2006 financial statements to reflect certain discontinued operations resulting from certain recent asset sales, as well as updated in CMS Energy’s and Consumers’ Forms 10-Q for the Quarters ended March 31, 2007, June 30, 2007 and September 30, 2007 (CMS Energy’s and Consumers’ “FORWARD-LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections are incorporated herein by reference), that discuss important factors that could cause CMS Energy’s and Consumers’ results to differ materially from those anticipated in such statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 1.01 Entry into a Material Definitive Agreement.

On July 11, 2007, certain subsidiaries of CMS Energy entered into a purchase and sale agreement to sell their interests in the GasAtacama project in Chile to Empresa Nacional De Electricidad S.A ("Endesa") pursuant to Endesa’s exercise of a right of first offer.

CMS International Ventures, L.L.C. an indirect subsidiary of CMS Energy (the "Seller"), and certain other CMS Energy subsidiaries entered into a Securities Purchase Agreement, dated as of July 11, 2007 (the "Agreement") with Pacific Energy LLC (the "Buyer"), a wholly owned subsidiary of Endesa. Pursuant to the Agreement, the Seller agreed to sell its equity interests in various entities that collectively own CMS Energy’s interest in GasAtacama, a project that owns and operates natural gas pipelines in Argentina and Chile, as well as a 780 megawatt combined cycle gas-fired generation facility in Chile. The Chilean power plant has been refitted to operate on oil due to curtailments of the gas supply from Argentina. Also pursuant to the GasAtacama Agreement certain other CMS Energy subsidiaries are selling promissory notes related to GasAtacama. The purchase price is $80 million.

The sale is subject to the satisfaction or waiver of certain conditions to closing. Pursuant to the Agreement, the Seller has no post-closing indemnity obligations. Endesa has provided a guarantee to Seller for any payment obligations of the Buyer under the Agreement.

The closing of the sale of GasAtacama is expected to occur in August. CMS Energy cannot predict with certainty whether or when the closing conditions will be satisfied or whether or when this transaction will be consummated.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the provisions of the Agreement which is attached hereto as Exhibits 99.1 and is incorporated by reference herein.

Item 1.01 Entry into a Material Definitive Agreement.

On June 1, 2007, CMS Energy Corporation ("CMS Energy") announced that certain of its subsidiaries had entered into separate purchase and sale agreements to sell their interests in the GasAtacama project in Chile and Argentina and a power plant in Jamaica to wholly owned subsidiaries of Ashmore Energy International.

CMS International Ventures, L.L.C. an indirect subsidiary of CMS Energy (the "Gas Atacama Seller"), and certain other CMS Energy subsidiaries entered into an Amended and Restated Securities Purchase Agreement, dated as of June 1, 2007 (the "Gas Atacama Agreement") with AEI Chile Holdings, LTD (the "Gas Atacama Buyer"), a wholly owned subsidiary of Ashmore Energy International. Pursuant to the Gas Atacama Agreement, the Gas Atacama Seller will sell its equity interests in various entities that collectively own CMS Energy’s interest in Gas Atacama, a project that owns and operates natural gas pipelines in Argentina and Chile, as well as a 780 megawatt combined cycle gas-fired generation facility in Chile. The Chilean power plant has been refitted to operate on oil due to curtailments of the gas supply from Argentina. Also pursuant to the Gas Atacama Agreement certain other CMS Energy subsidiaries are selling promissory notes related to Gas Atacama. The purchase price is $80 million.

Hydra-Co Enterprises and HCO-Jamaica, Inc, each an indirectly wholly owned subsidiary of CMS Energy (collectively the "Jamaica Sellers") entered into a Stock Purchase Agreement, dated as of May 31, 2007 (the "Jamaica Agreement") with AEI Central America LTD, a wholly owned subsidiary of Ashmore Energy International. Pursuant to the Jamaica Agreement, the Jamaica Sellers will sell their interests in various entities that collectively own CMS Energy’s interest in a 63 megawatt diesel-fueled power plant located in Jamaica. The purchase price is $14 million.

A CMS Energy-issued News Release dated May 31, 2007, which is attached as Exhibit 99.1and incorporated by reference, contains additional information with respect to the transactions.

The sales are subject to the satisfaction or waiver of certain conditions to closing. The Jamaica Agreement requires that, among other things, the parties must receive: (i) approval of the Government of Jamaica, and (ii) lender and political risk insurer consent.

The Gas Atacama Agreement and the Jamaica Agreement may be terminated under certain customary circumstances, including by mutual consent. The Gas Atacama Agreement may be terminated by either party if the closing has not occurred by 60 days after the execution of the Gas Atacama Agreement. The Jamaica Agreement may be terminated by the Jamaica Buyer if closing has not occurred by 180 days after the execution of the Jamaica Agreement and by the Jamaica Seller if closing has not by 90 days after the execution of the Jamaica Agreement.

Pursuant to the Gas Atacama Agreement and the Jamaica Agreement, the Gas Atacama Seller and the Jamaica Seller, respectively, have no post-closing indemnity obligations. Ashmore Energy International has provided a guarantee to the Gas Atacama Seller for any payment obligations of the Gas Atacama Buyer under the Gas Atacama Agreement.

The closing of the sale of Gas Atacama is expected to occur in the third quarter of 2007. The sale of the Jamaica power plant is expected to occur by December 31, 2007. However, CMS Energy cannot predict with certainty whether or when the closing conditions will be satisfied or whether or when these transactions will be consummated.

The foregoing description of the Gas Atacama Agreement and the Jamaica Agreement does not purport to be complete and is qualified in its entirety by the provisions of the Gas Atacama Agreement and the Jamaica Agreement which are attached hereto as Exhibits 99.2 and 99.3, respectively, and are incorporated by reference herein.

Item 1.01 Entry into a Material Definitive Agreement.

On May 24, 2007 Consumers Energy Company ("Consumers") , a wholly owned subsidiary of CMS Energy Corporation ("CMS Energy"), signed a Purchase and Sale Agreement, dated as of May 24, 2007 (the "Agreement") with Broadway Gen Funding, LLC, an affiliate of the LS Power Group. Pursuant to the Agreement, Consumers will acquire 100% of the membership interests in Zeeland Power Company, LLC, which owns a 946 megawatt gas fired power plant located in Zeeland, Michigan. The purchase price, subject to working capital and other capital and maintenance expenditure adjustments, is $517 million. A Consumers Energy-issued News Release dated May 25, 2007, which is attached as Exhibit 99.1and incorporated by reference, contains additional information with respect to the transaction.

The Agreement contains a number of customary representations, warranties, covenants and closing conditions. The closing conditions include approvals by the Federal Energy Regulatory Commission, the Michigan Public Service Commission and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Agreement also contains indemnification provisions, subject to specified limitations as to time and amount. The closing of the transaction is targeted for the first half of 2008 and the Agreement provides that a party not in default may terminate the Agreement if closing does not occur by June 30, 2008. However, Consumers and CMS Energy cannot predict with certainty whether or when the closing conditions will be satisfied or whether or when this transaction will be consummated.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the provisions of the Agreement, which is attached hereto as Exhibit 99.2 and incorporated by reference herein.

Item 1.01 Entry into a Material Definitive Agreement.

On April 12, 2007 CMS Energy Corporation ("CMS Energy") announced that it and its wholly owned subsidiaries CMS Electric and Gas, LLC ("CMS Electric and Gas") and CMS Energy Brasil S.A. ("CMS Brasil") had entered into a Share Purchase Agreement, dated as of April 12, 2007 (the "Agreement") with CPFL Energia S.A, a Brazilian utility company ("CPFL"). Pursuant to the Agreement CMS Electric and Gas will sell CMS Brasil, which is a holding company for a group of Brazilian electric distribution companies and related electric generating assets for US$211.1million. CMS Brasil provides electric service to about 172,000 customers, primarily in the state of Sao Paulo. A CMS Energy-issued News Release dated April 12, 2007, which is attached as Exhibit 99.1and incorporated by reference, contains additional information with respect to the transaction.

The Agreement contains a number of representations and warranties covering matters typically addressed in stock purchase and asset sale agreements. The Agreement includes a post-closing indemnity pursuant to which the parties shall indemnify each other for damages arising from breaches of representations and warranties and in the case of CMS Energy and CMS Electric and Gas, certain other scheduled items. The survival period is generally one year from the date of the Agreement.

Closing is subject to certain conditions, including the approval by Agencia Nacional de Energia Eletrica which is the Brazilian national electric utility regulatory agency. The sale is expected to close by the end of the second quarter. However, CMS Energy cannot predict with certainty whether or when the closing conditions will be satisfied or whether or when this transaction will be consummated.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the provisions of the Agreement which is attached hereto as Exhibit 10.1 and is incorporated by reference.

Item 1.01 Entry into a Material Definitive Agreement.

On April 4, 2007 CMS Energy Corporation ("CMS Energy") announced that it had entered into an Agreement of Purchase and Sale, dated as of March 30, 2007 and fully executed on April 4, 2007 (the "Agreement") with Petroleos de Venezuela, S.A. ("PDVSA") that is owned by the Bolivarian Republic of Venezuela. Pursuant to the Agreement CMS Energy will sell its interest in Sistema Electrico de Nueva Esparta, C.A. ("SENECA") including its 88 percent equity ownership interest, certain associated generating equipment and other assets for US$105.5 million. A CMS Energy-issued News Release dated April 4, 2007, which is attached as Exhibit 99.1and incorporated by reference, contains additional information with respect to the transaction. The original Agreement is in Spanish. A convenience translation into English is filed as Exhibit 10.1 and is incorporated by reference into this Form 8-K.

The Agreement contains a number of representations and warranties covering matters typically addressed in stock purchase and asset sale agreements. The Agreement includes a post-closing indemnity pursuant to which CMS Energy and PDSVA shall indemnify each other for damages arising from breaches of representations and warranties. The survival period is generally one year from the date of the Agreement.

Closing is subject to certain conditions, including the accuracy of all representations and warranties in all material respects and no material adverse change in the financial condition or operations of SENECA. The Agreement requires closing to occur by April 30, 2007. However, CMS Energy cannot predict with certainty whether or when the closing conditions will be satisfied or whether or when this transaction will be consummated.

Item 1.01 Entry into a Material Definitive Agreement.

On March 30, 2007 Consumers Energy Company ("Consumers") entered into a $500 million Secured Revolving Credit Facility (the "Consumers Facility") with a consortium of banks led by J.P. Morgan Securities Inc. ("JP Morgan") and Barclays Capital ("Barclays"). On April 2, 2007 CMS Energy Corporation ("CMS Energy") entered into a $300 Million Secured Revolving Credit Facility (the "CMS Facility") with a consortium of banks led by Citigroup Global Markets, Inc. ("Citigroup") and Union Bank of California ("Union Bank"). Both the CMS Facility and the Consumers Facility have 5 year terms and replace revolving credit facilities that were set to expire in May of 2010 in the same respective amounts and under substantially the same terms. Several terms did change including the elimination of dividend restrictions in both Facilities and the elimination of the interest coverage financial covenant in the Consumers Facility. Also, the CMS Facility is no longer secured by stock of CMS Energy’s wholly owned subsidiary CMS Enterprises Company and certain other indirect CMS Energy subsidiaries.

Barclays, Citigroup, JP Morgan and Union Bank and other members of the lending consortium have provided banking and underwriting services to CMS Energy and Consumers in the ordinary course of business.

The foregoing description of the CMS Facility and the Consumers Facility does not purport to be complete and is qualified in its entirety by the provisions of the CMS Facility and the Consumers Facility, respectively, which are attached hereto as Exhibit 10.1 and 10.2 and incorporated by reference herein.

Item 1.01 Entry into a Material Definitive Agreement.

On February 13, 2007, CMS Energy Corporation ("CMS Energy") signed a memorandum of understanding ("MOU") with Petroleos de Venezuela, S.A. ("PDVSA") which is owned by the Bolivarian Republic of Venezuela. The MOU provides that CMS Energy will sell its interest in Sistema Electrico de Nueva Esparta, C.A. ("SENECA") including its 88 percent stake, certain associated generating equipment and other assets for $105.5 million. The proposed sale, subject to negotiation and execution of a definitive purchase and sale agreement, is expected to close by March 31, 2007. See the News Release dated February 13, 2007, which is attached as Exhibit 99.1 for additional information.

CMS Energy and PDVSA agree in the MOU that a definitive purchase and sale agreement will contain a number of standard representations and warranties and indemnities found in similar transactions, including the performance of legal and financial due diligence by PDVSA.

The CMS Energy Board of Directors has approved the execution of the MOU. A copy of the MOU is attached as Exhibit 99.2.

Item 1.01 Entry into a Material Definitive Agreement.

On February 6, 2007 CMS Energy Corporation ("CMS Energy") announced that CMS Enterprises Company ("Seller"), its wholly owned subsidiary, entered into an Agreement of Purchase and Sale, dated as of February 3, 2007 (the "Agreement") with the Abu Dhabi National Energy Company PJSC ("Buyer"). Pursuant to the Agreement Seller will sell CMS Generation Co. ("CMS Generation") its wholly owned subsidiary, which, following an internal reorganization will hold an indirect interest in certain independent power and water projects and plant operations and maintenance companies located in the United Arab Emirates, Morocco, Saudi Arabia, Ghana and India. The purchase price is approximately $900 million which includes the assumption of nearly $104 million in debt. A CMS Energy-issued News Release dated February 6, 2007, which is attached as Exhibit 99.1and incorporated by reference, contains additional information with respect to the transaction.

CMS Energy and Buyer's majority owner, the Abu Dhabi Water and Electricity Authority ("ADWEA"), are long-time partners. In conjunction with ADWEA, CMS Generation (in the case of one project, in conjunction with International Power Plc) developed, constructed, and operates two major independent power and water projects in the United Arab Emirates. Those facilities, Al Taweelah A2 and Shuweihat S1, are part of the sale. The other businesses included in the sale are CMS Energy’s interests in the Jorf Lasfar Energy Company in Morocco, the Jubail Energy Company in Saudi Arabia, the Takoradi International Company in Ghana, and the ST CMS Company plant in Neyveli, India. The sale does not include CMS Energy’s non-utility North American electric generating plants.

The sale is subject to the satisfaction or waiver of certain conditions to closing including, without limitation, (i) the receipt of all necessary governmental, lender and partner approvals, (ii) the making of all necessary governmental filings, and (iii) either receipt of consents relating to, or the prepayment by TAQA of debt obligations pertaining to the Jorf Lasfar project in Morocco.

The Agreement may be terminated under certain customary circumstances, including (i) by mutual consent, (ii) by either Buyer or Seller if the closing has not occurred by May 31, 2007 provided that if the closing does not occur by May 31, 2007 the term of the Agreement shall automatically extend until June 30, 2007, and (iii) by Buyer or Seller if any of the mutual conditions to the closing have become permanently incapable of fulfillment and shall not have been waived in writing by the other party.

The Agreement includes a post-closing indemnity pursuant to which Seller and Buyer shall indemnify each other for damages arising from breaches of representations and warranties and, in the case of Seller, certain other scheduled matters. The survival period is generally 24 months from the date of the Agreement, however representations and warranties with respect to environmental and tax matters survive for three years and 30 days following the applicable statute of limitations, respectively. The Agreement also provides for certain indemnity baskets and minimum claim thresholds.

The closing of the transaction is expected to occur by the end of May 2007. However, CMS Energy cannot predict with certainty whether or when the closing conditions will be satisfied or whether or when this transaction will be consummated.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the provisions of the Agreement which is attached hereto as Exhibit 99.2 and incorporated by reference herein.

Item 1.01 Entry into a Material Definitive Agreement.

On January 31, 2007, CMS Enterprises Company ("Enterprises"), a wholly owned subsidiary of CMS Energy Corporation ("CMS Energy") signed a binding letter of intent ("LOI") with Lucid Energy LLC ("Lucid"). The LOI provides that Enterprises will sell substantially all of its Argentine assets and its northern Michigan non-utility gas gathering, processing and pipeline businesses for $180 million to Lucid, whose financial partners include Sociedad Argentina de Energia S.A., an Argentine company. The proposed sale, subject to negotiation and execution of a definitive purchase and sale agreement, is expected to close in the first half of 2007. See the News Release dated February 1, 2007, which is attached as Exhibit 99.1 for additional information.

The LOI provides Lucid an exclusivity period for negotiation through March 15, 2007. Lucid and Enterprises agree in the LOI that a definitive purchase and sale agreement will contain a number of customary representations and warranties and closing conditions found in similar transactions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Acts of 1976. The LOI also provides that under the definitive purchase and sale agreement Enterprises liability for breaches of representation and warranties will be capped at the amount of $25 million for those relating to the Argentine assets and $5 million for those relating to the Michigan businesses. The LOI will terminate upon the earlier of March 15, 2007 or the date upon which the parties determine that they will be unable to agree upon the terms of a definitive purchase and sale agreement.

A copy of the LOI is attached as Exhibit 99.2.

Item 1.01 Entry into a Material Definitive Agreement.

On July 24, 2006, Consumers Energy Company ("Consumers"), a wholly owned subsidiary of CMS Energy Corporation ("CMS Energy") signed a Stock Purchase Agreement (the "SPA") with MCV Power Partners, Inc. ("MCV Power"), an affiliate of GSO Capital Partners LLC and Rockland Capital Energy Investments LLC. Pursuant to the SPA, Consumers has agreed to sell to MCV Power its 100% ownership interest in the stock of CMS Midland, Inc., which has a 49% interest in the Midland Cogeneration Venture Limited Partnership (the "MCV Partnership"). The MCV Partnership leases and operates the Midland Cogeneration Venture facility, an approximately 1500 megawatt natural gas-fueled combined-cycle cogeneration facility located in Midland, Michigan (the "Facility"). Also under the SPA, Consumers has agreed to sell its 100% ownership interest in the stock of CMS Midland Holdings Company, which holds a 35% indirect interest in the Facility. These interests represent all of Consumers’ ownership interests in the Facility. The purchase price for these interests is approximately $60.5 million. In conjunction with the sale, MCV Power has agreed to reimburse Consumers for certain obligations in the event that The Dow Chemical Company elects payment under contracts with the MCV Partnership and Consumers to provide it with steam and power. MCV Power will post a letter of credit of up to $85 million to support this reimbursement obligation. See the News Release dated July 25, 2006, which is attached as Exhibit 99.1, for additional information.

The SPA contains a number of customary representations, warranties, covenants and closing conditions. The closing conditions include the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The SPA also contains indemnification provisions subject to specified limitations as to time and amount. The closing of the transaction is targeted for no later than year-end and the SPA provides that a party not in default may terminate the SPA if closing does not occur on or before December 31, 2006. Consumers and CMS Energy cannot predict with certainty whether or when the closing conditions will be satisfied or whether or when this transaction will be consummated.

A copy of the SPA will be filed with CMS Energy’s and Consumers’ future Securities and Exchange Commission ("SEC") filings as required under SEC regulations.

Item 1.01 Entry into a Material Definitive Agreement.

On July 11, 2006, Consumers Energy Company ("Consumers"), a wholly owned subsidiary of CMS Energy Corporation ("CMS Energy"), signed an Asset Sale Agreement (the "Sale Agreement") with Entergy Nuclear Palisades, LLC ("Entergy"), an indirect wholly owned subsidiary of Entergy Corporation. Pursuant to the Sale Agreement, Consumers has agreed to sell its 798 megawatt Palisades Nuclear Power Station located in Covert Township, Michigan (the "Plant") to Entergy. The purchase price, subject to adjustment for changes in assumed working capital and capital expenditures, is approximately $380 million. See the News Release dated July 12, 2006, which is attached as Exhibit 99.1, for additional information.

The Sale Agreement contains a number of customary representations, warranties, covenants and closing conditions found in similar transactions. The closing conditions include approvals of the Federal Energy Regulatory Commission ("FERC"), the Nuclear Regulatory Commission, the Michigan Public Service Commission (the "MPSC") and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Sale Agreement also contains indemnification provisions subject to specified limitations as to time and amount. The closing of the transaction is targeted for the first quarter of 2007. However, Consumers and CMS Energy cannot predict with certainty whether or when the closing conditions will be satisfied or whether or when this transaction will be consummated.

Also on July 11, 2006, Consumers and Entergy entered into a Power Purchase Agreement (the "PPA"). The term of the PPA is 15 years and provides that Consumers will purchase 100% of the current capacity and energy of the Plant on a unit contingent basis. Pricing is structured such that Consumers’ ratepayers will retain the benefits of the Plant’s low-cost nuclear generation.

Closing conditions of the PPA include approvals by the FERC and the MPSC. The PPA will become effective on the closing date of the sale of the Plant. Consumers and CMS Energy cannot predict with certainty whether or when the closing conditions will be satisfied or whether or when the PPA will become effective.

A copy of the Sale Agreement and the PPA will be filed with CMS Energy’s and Consumers’ future Securities and Exchange Commission ("SEC") filings as required under SEC regulations.

Item 1.01. Entry into a Material Definitive Agreement.

On March 30, 2005, CMS Energy Corporation ("CMS Energy") entered into an Underwriting Agreement with Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co., Wachovia Capital Markets, LLC, KeyBanc Capital Markets, a division of McDonald Investments Inc. and Wells Fargo Securities, LLC (the "Underwriters") pursuant to which CMS Energy agreed to issue and sell to the Underwriters 20 million shares of CMS Energy common stock, $0.01 par value per share. CMS Energy also granted the Underwriters a 30-day option to purchase up to 3,000,000 additional shares of common stock, which option the Underwriters exercised. The 23,000,000 shares of CMS Energy common stock, $0.01 par value per share are herein collectively referred to as the "Common Stock."

On April 5, 2005, CMS Energy closed on the sale of 23 million shares of Common Stock at a price to the public of $12.25 per share. Net proceeds to CMS Energy after underwriting discounts and commissions were $271,887,600. CMS Energy intends to use the net proceeds of this offering to make capital infusions into its principal subsidiary, Consumers Energy Company, and for general corporate purposes.

The Underwriting Agreement and legal opinion regarding the legality of the shares of Common Stock are attached as exhibits hereto and incorporated by reference herein.

Item 1.01. Entry into a Material Definitive Agreement.

2005 ANNUAL EMPLOYEE INCENTIVE PLAN

As reported on a Form 8-K filed February 28, 2005, the Compensation and Human Resources Committees (the "C&HR Committees") of the Boards of Directors of CMS Energy Corporation ("CMS Energy") and Consumers Energy Company ("Consumers") (collectively the "Boards"), on February 22, 2005 approved the material terms of the 2005 Annual Employee Incentive Plan (the "2005 Plan"), including the performance goals thereunder. On March 23, 2005 the C&HR Committees recommended, and the Boards approved, the final terms of the 2005 Plan including, among other terms, a revision to the minimum payout requirement. Specifically, there will be no payout under the 2005 Plan unless a composite plan performance factor of at least 75% is achieved. Previous employee incentive plans required a 50% minimum achievement of the composite plan performance factor. The C&HR Committees confirmed the 2005 Plan goal of $0.90 ongoing net income per outstanding CMS Energy common share.

COMPENSATION OF DIRECTORS

In connection with the March 23, 2005 meetings of the Boards and the Governance and Public Responsibility Committees (the "G&PR Committees") thereof, and the review of proxy materials for the 2005 annual meeting of shareholders, the 2005 compensation of the outside members of the Boards and Board committees was confirmed. Directors who are not CMS Energy or Consumers employees receive an annual retainer fee of $30,000, $1,500 for attendance at each Board meeting, $750 per meeting for special telephonic meetings of the Boards and $1,250 for attendance at each committee meeting. The Chair of the Audit Committees receives an annual retainer fee of $7,500 and each other Audit Committee member receives an annual retainer fee of $2,000. The Chairs of the C&HR Committees, Finance and Pension Committees, and the G&PR Committees each receive an annual retainer fee of $5,000. The non-executive Chairman of the Boards (the "Chairman") receives the various elements of the regular non-employee director compensation program as well as an additional annual cash retainer fee of $120,000. The Chairman does not, however, serve on any of the standing committees of the Boards, other than the Executive Committees, and thus does not receive the committee meeting fees or retainers described above.

In 2005, the annual restricted stock award for the non-employee directors will have a fair market value of $40,000 at the time of the May grant. These restricted shares must be held for at least three years from the date of the grant. The Boards have adopted stock ownership guidelines that will align further the interests of the directors with the shareholders. Board members are required to hold CMS Energy common stock equivalent in value to five times their annual cash retainer within five years of becoming a director.

Directors are reimbursed for expenses incurred in attending Board or committee meetings and other company business. Directors who are CMS Energy or Consumers employees do not receive retainers or meeting fees for service on the Boards or as a member of any Board committee. Non-employee directors receive a single retainer fee and restricted share award for service on the Boards and each of their committees, as well as a single meeting attendance fee for concurrent meetings of the Boards or committees.

Item 1.01. Entry into a Material Definitive Agreement.

ANNUAL EMPLOYEE INCENTIVE PLANS

On February 22, 2005, the Compensation and Human Resources Committees (the "Committee") of the Boards of Directors of CMS Energy Corporation ("CMS Energy") and Consumers Energy Company ("Consumers") approved the payout of cash bonuses under the 2004 Annual Employee Incentive Plan as well as the material terms of the 2005 Annual Employee Incentive Plan (collectively the "Plans"), including the corporate performance goals thereunder. The Plans share the material terms detailed below, although the specific target levels for the corporate performance goals vary from year to year.

CMS Energy will provide additional information regarding the compensation of CMS Energy’s and Consumers’ executive officers in the CMS Energy Proxy Statement for the 2005 Annual Meeting of Shareholders, which CMS Energy expects to file with the Securities and Exchange Commission in April 2005.

Corporate Performance Goals

The composite plan performance factor will depend on corporate performance in two areas: (1) the ongoing net income per outstanding CMS Energy common share ("EPS"); and (2) the corporate free cash flow of CMS Energy ("CFCF"). EPS performance shall constitute 40% of the composite plan performance factor and CFCF performance shall constitute 60% of the composite plan performance factor. There is no payout under the Plans unless a composite plan performance factor of at least 50% is achieved, nor is there a payout unless a specified minimum EPS level is achieved (regardless of CFCF performance). Each component as well as the composite plan performance factor to be used for payouts will be capped at a maximum of 200%.

Annual Award Formula

Annual awards for each eligible officer will be based upon a standard award percentage of the officer’s base salary as in effect on January 1 of the performance year (see below for the standard award percentages). The maximum amount that can be awarded under the Plans for any Internal Revenue Code Section 162(m) employee will not exceed $2.5 million in any one performance year. Annual awards for officers will be calculated and made as follows: Individual Award = Base Salary times Standard Award % times Performance Factor %.

The standard award percentages are set forth below in order of Position, Salary Grade, and Standard Award as a percentage of Base Salary:

President & CEO, E-9, 65%
Vice Chairman, E-8, 60%
Executive Vice President, or President of a Subsidiary, E-7, 55%
Senior Vice President, E-5, 50%
Vice President, E-4, 40%
Vice President, E-3, 35%

The annual awards formula for middle management and other employees are based on individual salary grade levels.

Payment of Annual Awards

All annual awards for a performance year will be paid in cash no later than March 31st of the calendar year following the performance year provided that they first have been reviewed and approved by the Committee, and provided further that the annual award for a particular performance year has not been deferred voluntarily. The amounts required by law to be withheld for income and employment taxes will be deducted from the annual award payments. All annual awards become the obligation of the company on whose payroll the employee is enrolled at the time the Committee makes the annual award.

Item 1.01. Entry into a Material Definitive Agreement.

This amendment is being filed to correct a mistake/omission in the standard award percentages related to the following matter.

ANNUAL EMPLOYEE INCENTIVE PLANS

On February 22, 2005, the Compensation and Human Resources Committees (the "Committee") of the Boards of Directors of CMS Energy Corporation ("CMS Energy") and Consumers Energy Company ("Consumers") approved the payout of cash bonuses under the 2004 Annual Employee Incentive Plan as well as the material terms of the 2005 Annual Employee Incentive Plan (collectively the "Plans"), including the corporate performance goals thereunder. The Plans share the material terms detailed below, although the specific target levels for the corporate performance goals vary from year to year.

CMS Energy will provide additional information regarding the compensation of CMS Energy’s and Consumers’ executive officers in the CMS Energy Proxy Statement for the 2005 Annual Meeting of Shareholders, which CMS Energy expects to file with the Securities and Exchange Commission in April 2005.

Corporate Performance Goals

The composite plan performance factor will depend on corporate performance in two areas: (1) the ongoing net income per outstanding CMS Energy common share ("EPS"); and (2) the corporate free cash flow of CMS Energy ("CFCF"). EPS performance shall constitute 40% of the composite plan performance factor and CFCF performance shall constitute 60% of the composite plan performance factor. There is no payout under the Plans unless a composite plan performance factor of at least 50% is achieved, nor is there a payout unless a specified minimum EPS level is achieved (regardless of CFCF performance). Each component as well as the composite plan performance factor to be used for payouts will be capped at a maximum of 200%.

Annual Award Formula

Annual awards for each eligible officer will be based upon a standard award percentage of the officer’s base salary as in effect on January 1 of the performance year (see below for the standard award percentages). The maximum amount that can be awarded under the Plans for any Internal Revenue Code Section 162(m) employee will not exceed $2.5 million in any one performance year. Annual awards for officers will be calculated and made as follows: Individual Award = Base Salary times Standard Award % times Performance Factor %.

The standard award percentages are set forth below in order of Position, Salary Grade, and Standard Award as a percentage of Base Salary:

President & CEO, E-9, 65%
Vice Chairman, E-8, 60%
Executive Vice President, or President of Subsidiary, E-7, 55%
President of Subsidiary, E-6, 50%
Senior Vice President, E-5, 45%
Vice President, E-4, 40%
Vice President, E-3, 35%

The annual awards formula for middle management and other employees are based on individual salary grade levels.

Payment of Annual Awards

All annual awards for a performance year will be paid in cash no later than March 31st of the calendar year following the performance year provided that they first have been reviewed and approved by the Committee, and provided further that the annual award for a particular performance year has not been deferred voluntarily. The amounts required by law to be withheld for income and employment taxes will be deducted from the annual award payments. All annual awards become the obligation of the company on whose payroll the employee is enrolled at the time the Committee makes the annual award.