Common use of Limitation on Consolidated Indebtedness Clause in Contracts

Limitation on Consolidated Indebtedness. So long as any of the General Term Notes are Outstanding and until the General Term Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) at which time the Company shall be permanently released from the provision of this Section 510, the Company shall not, and shall not permit any Restricted Subsidiary of the Company to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 and (ii), immediately after giving effect to the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness, the Consolidated Leverage Ratio is equal to or less than a ratio of 0.75 to 1.0.

Limitation on Consolidated Indebtedness. So long as any of the General Term Notes are Outstanding and until the General Term Notes are rated BBB- or above (or an equivalent ratinga) by Standard & Poor's and one Other Rating Agency (or if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) at which time the Company shall be permanently released from the provision of this Section 510, the The Company shall not, and shall not permit any Restricted Subsidiary of the Company its Subsidiaries to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, Incur any Indebtedness unless (i) after giving effect to such event on a pro forma basis, the Company’s Consolidated Coverage EBITDA Ratio of the Company and its Consolidated Subsidiaries for the four consecutive full fiscal quarters immediately preceding such event for which internal financial statements are available, taken as one period, is greater than or equal to 2.00 to 1.00 (such condition not being applicable to the issuance Incurrence of Permitted Indebtedness). (b) For purposes of determining compliance with this Section 4.05, in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of Permitted Indebtedness or is entitled to be Incurred pursuant to the ratio set forth in Section 4.05(a) hereof, the Company is entitled to Incur such Indebtedness in part under any combination thereof, and the Company shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 4.05; provided that all Indebtedness outstanding on the Issue Date under the Credit Agreement shall be deemed to have been incurred on the Issue Date pursuant to clause (2) of the definition of “Permitted Indebtedness” and the Company shall not be permitted to later reclassify all or any portion of such Indebtedness outstanding on the Issue Date under the Credit Agreement. (as shown by a pro forma consolidated income statement c) Accrual of interest, the accretion of accreted value, amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms or in the form of common stock of the Company and its Consolidated Subsidiaries for Company, the four most recent fiscal quarters ending at least 30 days prior to payment of dividends on Preferred Stock in the issuance form of such Indebtedness after giving effect to (i) the issuance additional shares of such Indebtedness and (if applicable) the application Preferred Stock of the net proceeds thereof to refinance other same class, the accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as if such a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and described in clause (iii) the acquisition of any company or business acquired by the Company or any Subsidiary since the first day of the period (including giving effect definition of “Indebtedness” will not be deemed to be an Incurrence of Indebtedness for purposes of this covenant. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the pro forma historical earnings determination of a particular amount of Indebtedness shall not be included in the determination of such company amount of Indebtedness; provided, however, that the Incurrence of the Indebtedness represented by such guarantee or business), including any acquisition which will be consummated contemporaneously with the issuance letter of such Indebtednesscredit, as if the case may be, was in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 and (ii), immediately after giving effect to the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness, the Consolidated Leverage Ratio is equal to or less than a ratio of 0.75 to 1.0compliance with this Section 4.05.

Limitation on Consolidated Indebtedness. So long as any of the General Term Notes are Outstanding and until the General Term Notes are rated BBB- or above (or an equivalent ratinga) by Standard & Poor's and one Other Rating Agency (or if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) at which time the The Company shall be permanently released from the provision of this Section 510, the Company --------------------------------------- shall not, and shall not permit any Restricted Subsidiary of the Company to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, Incur any Indebtedness after the Issue Date unless either (a) the ratio of (i) the Consolidated Coverage Ratio aggregate consolidated principal amount of Indebtedness of the Company outstanding as of the most recent available quarterly or annual balance sheet, after giving pro forma effect to the Incurrence of such Indebtedness and its any other Indebtedness Incurred since such balance sheet date and the receipt and application of the proceeds thereof, to (ii) Consolidated Subsidiaries Cash Flow Available for Fixed Charges for the four consecutive full fiscal quarters immediately preceding the Incurrence of such Indebtedness for which consolidated financial statements of the Company have been filed with the Commission or have otherwise become publicly available, determined on a pro forma basis as if any such Indebtedness had been Incurred and the proceeds thereof had been applied at the beginning of such four fiscal quarters, would be less than 5.5 to 1.0 for such four-quarter periods ending on or prior to December 31, 2000 and 5.0 to 1.0 for such periods ending thereafter, or (b) the Company's Consolidated Capital Ratio as of the most recent quarterly or annual balance sheet of the Company that has been filed with the Commission or has otherwise become publicly available, after giving pro forma effect to (x) the Incurrence of such Indebtedness and any other Indebtedness Incurred since such balance sheet date and (y) paid-in capital received since such balance sheet date or concurrently with the Incurrence of such Indebtedness, and in each case the receipt and application of the proceeds thereof, is less than 2.0 to 1.0. (b) Notwithstanding the foregoing limitation, the Company and any Restricted Subsidiary may Incur each and all of the following: (i) Indebtedness under Senior Credit Facilities in an aggregate principal amount outstanding or available at any one time not to exceed $100 million, and any renewal, extension, refinancing or refunding thereof in an amount which, together with any principal amount remaining outstanding or available under all Senior Credit Facilities, does not exceed the aggregate principal amount outstanding or available under all Senior Credit Facilities immediately prior to such renewal, extension, refinancing or refunding; (ii) Indebtedness under Qualified Receivable Facilities in an aggregate principal amount outstanding or available at any one time not to exceed the greater of (x) $150 million or (y) an amount equal to 85% of net Receivables determined in accordance with GAAP, and any renewal, extension, refinancing or refunding thereof in an amount which, together with any principal amount remaining outstanding or available under all Qualified Receivable Facilities, does not exceed the aggregate principal amount outstanding or available under all Qualified Receivable Facilities immediately prior to such renewal, extension, refinancing or refunding; (iii) Purchase Money Indebtedness, provided that the amount of such Purchase Money Indebtedness does not exceed 90% of the cost of the construction, acquisition or improvement of the applicable Telecommunications Assets; (iv) Indebtedness owed by the Company to any Wholly-Owned Restricted Subsidiary of the Company or Indebtedness owed by a Restricted Subsidiary of the Company to the Company or a Wholly-Owned Restricted Subsidiary of the Company; provided that upon either (x) the transfer or other disposition by such Wholly-Owned Restricted Subsidiary or the Company of any Indebtedness so permitted to a Person other than the Company or another Wholly-Owned Restricted Subsidiary of the Company or (y) the issuance (other than directors' qualifying shares), sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of such Wholly-Owned Restricted Subsidiary to a Person other than the Company or another such Wholly-Owned Restricted Subsidiary, the provisions of this clause (iv) shall no longer be applicable to such Indebtedness and such Indebtedness shall be deemed to have been Incurred at the time of such transfer or other disposition; (v) Indebtedness Incurred to renew, extend, refinance or refund (each, a "refinancing") the Notes or Indebtedness outstanding at the date of the Indenture or Purchase Money Indebtedness Incurred pursuant to clause (iii) of this paragraph in an aggregate principal amount not to exceed the aggregate principal amount of and accrued interest on the Indebtedness so refinanced plus the amount of any premium required to be paid in connection with such refinancing pursuant to the terms of the Indebtedness so refinanced or the amount of any premium reasonably determined by the Company as necessary to accomplish such refinancing by means of a tender offer or privately negotiated repurchase, plus the expenses of the Company incurred in connection with such refinancing; provided that Indebtedness the proceeds of which are used to refinance the Notes or Indebtedness which is pari passu to the Notes or Indebtedness which is subordinate in right of payment to the Notes shall only be permitted under this clause (v) if (A) in the case of any refinancing of the Notes or Indebtedness which is pari passu to the Notes, the refinancing Indebtedness is made pari passu to the Notes or constitutes Subordinated Indebtedness, and, in the case of any refinancing of Subordinated Indebtedness, the refinancing Indebtedness constitutes Subordinated Indebtedness and (B) in any case, the refinancing Indebtedness by its terms, or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, (x) does not provide for payments of principal of such Indebtedness at stated maturity or by way of a sinking fund applicable thereto or by way of any mandatory redemption, defeasance, retirement or repurchase thereof by the Company (including any redemption, retirement or repurchase which is contingent upon events or circumstances, but excluding any retirement required by virtue of the acceleration of any payment with respect to such Indebtedness upon any event of default thereunder), in each case prior to the time the same are required by the terms of the Indebtedness being refinanced and (y) does not permit redemption or other retirement (including pursuant to an offer to purchase made by the Company) of such Indebtedness at the option of the Holder thereof prior to the time the same are required by the terms of the Indebtedness being refinanced, other than a redemption or other retirement at the option of the Holder of such Indebtedness (as shown including pursuant to an offer to purchase made by the Company) which is conditioned upon a pro forma consolidated income statement change of control pursuant to provisions substantially similar to those described in Section 4.07 hereof; (vi) Indebtedness consisting of Permitted Interest Rate and Currency Protection Agreements; (vii) Indebtedness (A) in respect of performance, surety or appeal bonds provided in the ordinary course of business or (B) arising from customary agreements providing for indemnification, adjustment of purchase price for closing balance sheet changes within 90 days after closing, or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company and or any of its Consolidated Restricted Subsidiaries pursuant to such agreements, in each case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary of the Company for the four most recent fiscal quarters ending at least 30 days prior purpose of financing such acquisition) and in an aggregate principal amount not to exceed the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net gross proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired actually received by the Company or any Restricted Subsidiary since in connection with such disposition; and (viii) Indebtedness not otherwise permitted to be Incurred pursuant to clauses (i) through (vii) above, which, together with any other outstanding Indebtedness Incurred pursuant to this clause (viii), has an aggregate principal amount not in excess of $10 million at any time outstanding. (c) Notwithstanding any other provision of this Section 4.09, the first day maximum amount of Indebtedness that the Company or a Restricted Subsidiary may Incur pursuant to this Section 4.09, shall not be deemed to be exceeded due solely as the result of fluctuations in the exchange rates of currencies. (d) For purposes of determining any particular amount of Indebtedness under this Section 4.09, (1) Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included and (2) any Liens granted pursuant to the equal and ratable provisions referred to in Section 4.12 hereof shall not be treated as Indebtedness. For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness meets the criteria of more than one of the period (including giving effect types of Indebtedness described in the above clauses, the Company, in its sole discretion, shall classify such item of Indebtedness and only be required to include the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 amount and (ii), immediately after giving effect to the issuance type of such Indebtedness and (if applicable) the application in one of the net proceeds thereof to refinance other Indebtedness, the Consolidated Leverage Ratio is equal to or less than a ratio of 0.75 to 1.0such clauses.

Limitation on Consolidated Indebtedness. (a) So long as any of the General Term 2023 Notes are Outstanding outstanding and until the General Term 2023 Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or or, if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) ), at which time the Company shall Issuer will be permanently released from the provision provisions of this Section 5107.04, the Company Issuer shall not, and shall not permit any Restricted Consolidated Subsidiary of the Company Issuer to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company Issuer and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company Issuer and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company Issuer or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 1.0. (b) Notwithstanding the foregoing paragraph, the Issuer or any Restricted Subsidiary may issue, directly or indirectly, the following Indebtedness: (1) Indebtedness of the Issuer to banks not to exceed $1,000,000,000 in aggregate outstanding principal amount at any time; (2) Indebtedness (other than Indebtedness described in Section 7.04(b)(1) hereof) outstanding on the date of this Thirteenth Supplemental Indenture, as set forth on Schedule 7.04(b)(2) attached hereto and made a part hereof, and Indebtedness issued in exchange for, or the proceeds of which are used to refund or refinance, any Indebtedness permitted by this clause (2); provided, however, that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii)) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, immediately after giving effect refunded or refinanced, (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2023 Notes, the Indebtedness is subordinated to the 2023 Notes in right of payment; (3) Indebtedness of the Issuer owed to and held by a Subsidiary and Indebtedness of a Subsidiary owed to and held by the Issuer; provided, however, that, in the case of Indebtedness of the Issuer owed to and held by a Subsidiary, (i) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Subsidiary or (ii) any transfer of such Indebtedness (except to the Issuer or a Subsidiary) shall be deemed for the purposes of this Section 7.04(b) to constitute the issuance of such Indebtedness by the Issuer; (4) Indebtedness of the Issuer issued in exchange for, or the proceeds of which are used to refund or refinance, Indebtedness of the Issuer issued in accordance with Section 7.04(a) hereof, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (if applicableii) the application Indebtedness so issued (A) shall not mature prior to the stated maturity of the net proceeds thereof to refinance other IndebtednessIndebtedness so exchanged, the Consolidated Leverage Ratio is refunded or refinanced, (B) shall have an Average Life equal to or less greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2023 Notes, the Indebtedness so issued is subordinated to the 2023 Notes in right of payment; (5) Indebtedness of a ratio Restricted Subsidiary issued in exchange for, or the proceeds of 0.75 which are used to 1.0.refund or refinance, Indebtedness of a Restricted Subsidiary issued in accordance with Section 7.04(a) hereof, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a

Limitation on Consolidated Indebtedness. So long as any of the General Term Notes are Outstanding and until the General Term Notes are rated BBB- or above (or an equivalent ratinga) by Standard & Poor's and one Other Rating Agency (or if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) at which time the Company shall be permanently released from the provision of this Section 510, the The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, Incur any Indebtedness after the Issue Date unless either (a) the ratio of (i) the Consolidated Coverage Ratio aggregate consolidated principal amount of Indebtedness of the Company outstanding as of the most recent available quarterly or annual balance sheet, after giving pro forma effect to the Incurrence of such Indebtedness and its any other Indebtedness Incurred since such balance sheet date and the receipt and application of the proceeds thereof, to (ii) Consolidated Subsidiaries Cash Flow Available for Fixed Charges for the four consecutive full fiscal quarters immediately preceding the Incurrence of such Indebtedness for which consolidated financial statements of the Company have been filed with the Commission or have otherwise become publicly available, determined on a PRO FORMA basis as if any such Indebtedness had been Incurred and the proceeds thereof had been applied at the beginning of such four fiscal quarters, would be less than 5.5 to 1.0 for such four-quarter periods ending on or prior to December 31, 2000 and 5.0 to 1.0 for such periods ending thereafter, or (b) the Company's Consolidated Capital Ratio as of the most recent quarterly or annual balance sheet of the Company that has been filed with the Commission or has otherwise become publicly available, after giving PRO FORMA effect to (x) the Incurrence of such Indebtedness and any other Indebtedness Incurred since such balance sheet date and (y) paid-in capital received since such balance sheet date or concurrently with the Incurrence of such Indebtedness, and in each case the receipt and application of the proceeds thereof, is less than 2.0 to 1.0. (b) Notwithstanding the foregoing limitation, the Company and any Restricted Subsidiary may Incur each and all of the following: (i) Indebtedness under Senior Credit Facilities in an aggregate principal amount outstanding or available at any one time not to exceed $100 million, and any renewal, extension, refinancing or refunding thereof in an amount which, together with any principal amount remaining outstanding or available under all Senior Credit Facilities, does not exceed the aggregate principal amount outstanding or available under all Senior Credit Facilities immediately prior to such renewal, extension, refinancing or refunding; (ii) Indebtedness under Qualified Receivable Facilities in an aggregate principal amount outstanding or available at any one time not to exceed the greater of (x) $150 million or (y) an amount equal to 85% of net Receivables determined in accordance with GAAP, and any renewal, extension, refinancing or refunding thereof in an amount which, together with any principal amount remaining outstanding or available under all Qualified Receivable Facilities, does not exceed the aggregate principal amount outstanding or available under all Qualified Receivable Facilities immediately prior to such renewal, extension, refinancing or refunding; (iii) Purchase Money Indebtedness, PROVIDED that the amount of such Purchase Money Indebtedness does not exceed 90% of the cost of the construction, acquisition or improvement of the applicable Telecommunications Assets; (iv) Indebtedness owed by the Company to any Wholly-Owned Restricted Subsidiary of the Company or Indebtedness owed by a Restricted Subsidiary of the Company to the Company or a Wholly-Owned Restricted Subsidiary of the Company; PROVIDED that upon either (x) the transfer or other disposition by such Wholly-Owned Restricted Subsidiary or the Company of any Indebtedness so permitted to a Person other than the Company or another Wholly-Owned Restricted Subsidiary of the Company or (y) the issuance (other than directors' qualifying shares), sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of such Wholly-Owned Restricted Subsidiary to a Person other than the Company or another such Wholly-Owned Restricted Subsidiary, the provisions of this clause (iv) shall no longer be applicable to such Indebtedness and such Indebtedness shall be deemed to have been Incurred at the time of such transfer or other disposition; (v) Indebtedness Incurred to renew, extend, refinance or refund (each, a "refinancing") the Notes or Indebtedness outstanding at the date of the Indenture or Purchase Money Indebtedness Incurred pursuant to clause (iii) of this paragraph in an aggregate principal amount not to exceed the aggregate principal amount of and accrued interest on the Indebtedness so refinanced plus the amount of any premium required to be paid in connection with such refinancing pursuant to the terms of the Indebtedness so refinanced or the amount of any premium reasonably determined by the Company as necessary to accomplish such refinancing by means of a tender offer or privately negotiated repurchase, plus the expenses of the Company incurred in connection with such refinancing; PROVIDED that Indebtedness the proceeds of which are used to refinance the Notes or Indebtedness which is PARI PASSU to the Notes or Indebtedness which is subordinate in right of payment to the Notes shall only be permitted under this clause (v) if (A) in the case of any refinancing of the Notes or Indebtedness which is PARI PASSU to the Notes, the refinancing Indebtedness is made PARI PASSU to the Notes or constitutes Subordinated Indebtedness, and, in the case of any refinancing of Subordinated Indebtedness, the refinancing Indebtedness constitutes Subordinated Indebtedness and (B) in any case, the refinancing Indebtedness by its terms, or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, (x) does not provide for payments of principal of such Indebtedness at stated maturity or by way of a sinking fund applicable thereto or by way of any mandatory redemption, defeasance, retirement or repurchase thereof by the Company (including any redemption, retirement or repurchase which is contingent upon events or circumstances, but excluding any retirement required by virtue of the acceleration of any payment with respect to such Indebtedness upon any event of default thereunder), in each case prior to the time the same are required by the terms of the Indebtedness being refinanced and (y) does not permit redemption or other retirement (including pursuant to an offer to purchase made by the Company) of such Indebtedness at the option of the Holder thereof prior to the time the same are required by the terms of the Indebtedness being refinanced, other than a redemption or other retirement at the option of the Holder of such Indebtedness (as shown including pursuant to an offer to purchase made by the Company) which is conditioned upon a pro forma consolidated income statement change of control pursuant to provisions substantially similar to those described in Section 4.07 hereof; (vi) Indebtedness consisting of Permitted Interest Rate and Currency Protection Agreements; (vii) Indebtedness (A) in respect of performance, surety or appeal bonds provided in the ordinary course of business or (B) arising from customary agreements providing for indemnification, adjustment of purchase price for closing balance sheet changes within 90 days after closing, or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company and or any of its Consolidated Restricted Subsidiaries pursuant to such agreements, in each case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary of the Company for the four most recent fiscal quarters ending at least 30 days prior purpose of financing such acquisition) and in an aggregate principal amount not to exceed the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net gross proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired actually received by the Company or any Restricted Subsidiary since in connection with such disposition; and (viii) Indebtedness not otherwise permitted to be Incurred pursuant to clauses (i) through (vii) above, which, together with any other outstanding Indebtedness Incurred pursuant to this clause (viii), has an aggregate principal amount not in excess of $10 million at any time outstanding. (c) Notwithstanding any other provision of this Section 4.09, the first day maximum amount of Indebtedness that the Company or a Restricted Subsidiary may Incur pursuant to this Section 4.09, shall not be deemed to be exceeded due solely as the result of fluctuations in the exchange rates of currencies. (d) For purposes of determining any particular amount of Indebtedness under this Section 4.09, (1) Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included and (2) any Liens granted pursuant to the equal and ratable provisions referred to in Section 4.12 hereof shall not be treated as Indebtedness. For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness meets the criteria of more than one of the period (including giving effect types of Indebtedness described in the above clauses, the Company, in its sole discretion, shall classify such item of Indebtedness and only be required to include the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 amount and (ii), immediately after giving effect to the issuance type of such Indebtedness and (if applicable) the application in one of the net proceeds thereof to refinance other Indebtedness, the Consolidated Leverage Ratio is equal to or less than a ratio of 0.75 to 1.0such clauses.

Limitation on Consolidated Indebtedness. (a) So long as any of the General Term 2004 Notes are Outstanding and until the General Term 2004 Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or or, if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) ), at which time the Company shall Issuer will be permanently released from the provision provisions of this Section 5104.04, the Company Issuer shall not, and shall not permit any Restricted Consolidated Subsidiary of the Company Issuer to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company Issuer and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company Issuer and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company Issuer or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 1.7 to 1.0 1.0. (b) Notwithstanding the foregoing paragraph, the Issuer or any Restricted Subsidiary may issue, directly or indirectly, the following Indebtedness: (1) Indebtedness of the Issuer to banks not to exceed $1,000,000,000 in aggregate outstanding principal amount at any time; (2) Indebtedness (other than Indebtedness described in clause (1) of this Subsection) outstanding on the date of this Fourth Supplemental Indenture, as set forth on Schedule 4.04(b)(2) attached hereto and made a part hereof, and Indebtedness issued in exchange for, or the proceeds of which are used to refund or refinance, any Indebtedness permitted by this clause (2); provided, however, that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii)) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, immediately after giving effect refunded or refinanced, (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2004 Notes, the Indebtedness is subordinated to the 2004 Notes in right of payment; (3) Indebtedness of the Issuer owed to and held by a Subsidiary and Indebtedness of a Subsidiary owed to and held by the Issuer; provided, however, that, in the case of Indebtedness of the Issuer owed to and held by a Subsidiary, (i) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Subsidiary or (ii) any transfer of such Indebtedness (except to the Issuer or a Subsidiary) shall be deemed for the purposes of this Subsection to constitute the issuance of such Indebtedness by the Issuer; (4) Indebtedness of the Issuer issued in exchange for, or the proceeds of which are used to refund or refinance, Indebtedness of the Issuer issued in accordance with Subsection (a) of this Section, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (if applicableii) the application Indebtedness so issued (A) shall not mature prior to the stated maturity of the net proceeds thereof to refinance other IndebtednessIndebtedness so exchanged, the Consolidated Leverage Ratio is refunded or refinanced, (B) shall have an Average Life equal to or less greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2004 Notes, the Indebtedness so issued is subordinated to the 2004 Notes in right of payment; (5) Indebtedness of a ratio Restricted Subsidiary issued in exchange for, or the proceeds of 0.75 which are used to 1.0refund or refinance, Indebtedness of a Restricted Subsidiary issued in accordance with Subsection (a) of this Section, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, refunded or refinanced and (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced. (6) Indebtedness of a Consolidated Subsidiary issued to acquire, develop, improve, construct or to provide working capital for a gas, oil or electric generation, exploration, production, distribution, storage or transmission facility and related assets, provided that such Indebtedness is without recourse to any assets of the Issuer, Consumers, Enterprises, CMS Generation, NOMECO, CMS Electric and Gas, CMS Gas Transmission and Storage, CMS MST or any other Designated Enterprises Subsidiary; (7) Indebtedness of a Person existing at the time at which such person became a Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. Such Indebtedness shall be deemed to be incurred on the date the acquired Person becomes a Consolidated Subsidiary; (8) Indebtedness issued by the Issuer not to exceed $150,000,000 in aggregate principal amount at any time; and (9) Indebtedness of a Consolidated Subsidiary in respect of rate reduction bonds issued to recover electric restructuring transition costs of Consumers provided that such Indebtedness is without recourse to the assets of Consumers.

Limitation on Consolidated Indebtedness. So long as any of the General Term Notes are Outstanding and until the General Term Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) at which time the Company shall be permanently released from the provision of this Section 510Outstanding, the Company shall not, and shall not permit any Restricted Subsidiary of the Company to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 and (ii), immediately after giving effect to the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness, the Consolidated Leverage Ratio is equal to or less than a ratio of 0.75 to 1.0.

Limitation on Consolidated Indebtedness. (a) So long as any of the General Term 2010 Notes are Outstanding outstanding and until the General Term 2010 Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or or, if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) ), at which time the Company shall Issuer will be permanently released from the provision provisions of this Section 5104.04, the Company Issuer shall not, and shall not permit any Restricted Consolidated Subsidiary of the Company Issuer to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company Issuer and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company Issuer and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company Issuer or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 1.0. (b) Notwithstanding the foregoing paragraph, the Issuer or any Restricted Subsidiary may issue, directly or indirectly, the following Indebtedness: (1) Indebtedness of the Issuer to banks not to exceed $1,000,000,000 in aggregate outstanding principal amount at any time; (2) Indebtedness (other than Indebtedness described in Section 4.04(b)(1) hereof) outstanding on the date of this Fifteenth Supplemental Indenture, as set forth on Schedule 4.04(b)(2) attached hereto and made a part hereof, and Indebtedness issued in exchange for, or the proceeds of which are used to refund or refinance, any Indebtedness permitted by this clause (2); provided, however, that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii)) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, immediately after giving effect refunded or refinanced, (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2010 Notes, the Indebtedness is subordinated to the 2010 Notes in right of payment; (3) Indebtedness of the Issuer owed to and held by a Subsidiary and Indebtedness of a Subsidiary owed to and held by the Issuer; provided, however, that, in the case of Indebtedness of the Issuer owed to and held by a Subsidiary, (i) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Subsidiary or (ii) any transfer of such Indebtedness (except to the Issuer or a Subsidiary) shall be deemed for the purposes of this Section 4.04(b) to constitute the issuance of such Indebtedness by the Issuer; (4) Indebtedness of the Issuer issued in exchange for, or the proceeds of which are used to refund or refinance, Indebtedness of the Issuer issued in accordance with Section 4.04(a) hereof, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (if applicableii) the application Indebtedness so issued (A) shall not mature prior to the stated maturity of the net proceeds thereof to refinance other IndebtednessIndebtedness so exchanged, the Consolidated Leverage Ratio is refunded or refinanced, (B) shall have an Average Life equal to or less greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2010 Notes, the Indebtedness so issued is subordinated to the 2010 Notes in right of payment; (5) Indebtedness of a ratio Restricted Subsidiary issued in exchange for, or the proceeds of 0.75 which are used to 1.0refund or refinance, Indebtedness of a Restricted Subsidiary issued in accordance with Section 4.04(a) hereof, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, refunded or refinanced and (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced. (6) Indebtedness of a Consolidated Subsidiary issued to acquire, develop, improve, construct or to provide working capital for a gas, oil or electric generation, exploration, production, distribution, storage or transmission facility and related assets, provided that such Indebtedness is without recourse to any assets of the Issuer, Consumers, Enterprises, CMS Generation, CMS Electric and Gas, CMS Gas Transmission, CMS MST or any other Designated Enterprises Subsidiary; (7) Indebtedness of a Person existing at the time at which such Person became a Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. Such Indebtedness shall be deemed to be incurred on the date the acquired Person becomes a Consolidated Subsidiary; (8) Indebtedness issued by the Issuer not to exceed $150,000,000 in aggregate principal amount at any time; and (9) Indebtedness of a Consolidated Subsidiary in respect of rate reduction bonds issued to recover electric restructuring transition costs of Consumers, provided that such Indebtedness is without recourse to the assets of Consumers.

Limitation on Consolidated Indebtedness. (a) So long as any of the General Term 2023 Notes are Outstanding outstanding and until the General Term 2023 Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or or, if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) ), at which time the Company shall Issuer will be permanently released from the provision provisions of this Section 5107.04, the Company Issuer shall not, and shall not permit any Restricted Subsidiary of the Company Issuer to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company Issuer and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company Issuer and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company Issuer or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 1.0. (b) Notwithstanding the foregoing paragraph, the Issuer or any Restricted Subsidiary may issue, directly or indirectly, the following Indebtedness: (1) Indebtedness of the Issuer to banks not to exceed $1,000,000,000 in aggregate outstanding principal amount at any time; (2) Indebtedness (other than Indebtedness described in Section 7.04(b)(1) hereof) outstanding on the date of this Sixteenth Supplemental Indenture, as set forth on Schedule 7.04(b)(2) attached hereto and made a part hereof, and Indebtedness issued in exchange for, or the proceeds of which are used to refund or refinance, any Indebtedness permitted by this clause (2); provided, however, that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii)) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, immediately after giving effect refunded or refinanced, (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2023 Notes, the Indebtedness is subordinated to the 2023 Notes in right of payment; (3) Indebtedness of the Issuer owed to and held by a Subsidiary and Indebtedness of a Subsidiary owed to and held by the Issuer; provided, however, that, in the case of Indebtedness of the Issuer owed to and held by a Subsidiary, (i) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Subsidiary or (ii) any transfer of such Indebtedness (except to the Issuer or a Subsidiary) shall be deemed for the purposes of this Section 7.04(b) to constitute the issuance of such Indebtedness by the Issuer; (4) Indebtedness of the Issuer issued in exchange for, or the proceeds of which are used to refund or refinance, Indebtedness of the Issuer issued in accordance with Section 7.04(a) hereof, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (if applicableii) the application Indebtedness so issued (A) shall not mature prior to the stated maturity of the net proceeds thereof to refinance other IndebtednessIndebtedness so exchanged, the Consolidated Leverage Ratio is refunded or refinanced, (B) shall have an Average Life equal to or less greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2023 Notes, the Indebtedness so issued is subordinated to the 2023 Notes in right of payment; (5) Indebtedness of a ratio Restricted Subsidiary issued in exchange for, or the proceeds of 0.75 which are used to 1.0refund or refinance, Indebtedness of a Restricted Subsidiary issued in accordance with Section 7.04(a) hereof, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, refunded or refinanced and (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced. (6) Indebtedness of a Consolidated Subsidiary issued to acquire, develop, improve, construct or to provide working capital for a gas, oil or electric generation, exploration, production, distribution, storage or transmission facility and related assets, provided that such Indebtedness is without recourse to any assets of the Issuer, Consumers, Enterprises, CMS Generation, CMS Electric and Gas, CMS Gas Transmission, CMS ERM or any other Designated Enterprises Subsidiary; (7) Indebtedness of a Person existing at the time at which such Person became a Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. Such Indebtedness shall be deemed to be incurred on the date the acquired Person becomes a Consolidated Subsidiary; (8) Indebtedness issued by the Issuer not to exceed $150,000,000 in aggregate principal amount at any time; and (9) Indebtedness of a Consolidated Subsidiary in respect of rate reduction bonds issued to recover electric restructuring transition costs of Consumers ,provided that such Indebtedness is without recourse to the assets of Consumers.

Limitation on Consolidated Indebtedness. (a) So long as any of the General Term 2023 Notes are Outstanding outstanding and until the General Term 2023 Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or or, if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) ), at which time the Company shall Issuer will be permanently released from the provision provisions of this Section 5107.04, the Company Issuer shall not, and shall not permit any Restricted Consolidated Subsidiary of the Company Issuer to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company Issuer and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company Issuer and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company Issuer or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 and 1.0. (ii), immediately after giving effect to b) Notwithstanding the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtednessforegoing paragraph, the Consolidated Leverage Ratio is equal to Issuer or less than a ratio of 0.75 to 1.0.any Restricted Subsidiary may issue, directly or indirectly, the following Indebtedness:

Limitation on Consolidated Indebtedness. (a) So long as any of the General Term 2007 Notes are Outstanding outstanding and until the General Term 2007 Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or or, if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) ), at which time the Company shall Issuer will be permanently released from the provision provisions of this Section 5104.04, the Company Issuer shall not, and shall not permit any Restricted Consolidated Subsidiary of the Company Issuer to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company Issuer and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company Issuer and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company Issuer or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 1.7 to 1.0 1.0. (b) Notwithstanding the foregoing paragraph, the Issuer or any Restricted Subsidiary may issue, directly or indirectly, the following Indebtedness: (1) Indebtedness of the Issuer to banks not to exceed $1,000,000,000 in aggregate outstanding principal amount at any time; (2) Indebtedness (other than Indebtedness described in clause (1) of this Subsection) outstanding on the date of this Seventh Supplemental Indenture, as set forth on Schedule 4.04(b)(2) attached hereto and made a -40- 41 part hereof, and Indebtedness issued in exchange for, or the proceeds of which are used to refund or refinance, any Indebtedness permitted by this clause (2); provided, however, that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii)) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, immediately after giving effect refunded or refinanced, (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2007 Notes, the Indebtedness is subordinated to the 2007 Notes in right of payment; (3) Indebtedness of the Issuer owed to and held by a Subsidiary and Indebtedness of a Subsidiary owed to and held by the Issuer; provided, however, that, in the case of Indebtedness of the Issuer owed to and held by a Subsidiary, (i) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Subsidiary or (ii) any transfer of such Indebtedness (except to the Issuer or a Subsidiary) shall be deemed for the purposes of this Subsection to constitute the issuance of such Indebtedness by the Issuer; (4) Indebtedness of the Issuer issued in exchange for, or the proceeds of which are used to refund or refinance, Indebtedness of the -41- 42 Issuer issued in accordance with Subsection (a) of this Section, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (if applicableii) the application Indebtedness so issued (A) shall not mature prior to the stated maturity of the net proceeds thereof to refinance other IndebtednessIndebtedness so exchanged, the Consolidated Leverage Ratio is refunded or refinanced, (B) shall have an Average Life equal to or less greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2007 Notes, the Indebtedness so issued is subordinated to the 2007 Notes in right of payment; (5) Indebtedness of a ratio Restricted Subsidiary issued in exchange for, or the proceeds of 0.75 which are used to 1.0refund or refinance, Indebtedness of a Restricted Subsidiary issued in accordance with Subsection (a) of this Section, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, refunded or refinanced and (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced. (6) Indebtedness of a Consolidated Subsidiary issued to acquire, develop, improve, construct or to provide working capital for a gas, oil or electric generation, exploration, production, distribution, storage or transmission facility and related assets, provided that such Indebtedness is without recourse to any assets of the Issuer, Consumers, Enterprises, CMS Generation, CMS Oil & Gas, CMS Electric and Gas, CMS Gas Transmission, CMS MST or any other Designated Enterprises Subsidiary; (7) Indebtedness of a Person existing at the time at which such person became a Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. Such Indebtedness shall be deemed to be incurred on the date the acquired Person becomes a Consolidated Subsidiary; (8) Indebtedness issued by the Issuer not to exceed $150,000,000 in aggregate principal amount at any time; and (9) Indebtedness of a Consolidated Subsidiary in respect of rate reduction bonds issued to recover electric restructuring transition costs of Consumers provided that such Indebtedness is without recourse to the assets of Consumers.

Limitation on Consolidated Indebtedness. So long as any of the General Term Notes are Outstanding and until the General Term Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) at which time the Company shall be permanently released from the provision of this Section 510, the The Company shall not, and shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness unless the Company's Indebtedness to EBITDA Ratio at the end of the fiscal quarter immediately preceding the Incurrence of such Indebtedness, after giving pro forma effect thereto, is less than 7.0 to 1. Notwithstanding the foregoing paragraph, the Company and/or any Restricted Subsidiary of the Company, as the case may be, may Incur the following Indebtedness without regard to the foregoing limitations: (i) Indebtedness evidenced by the Securities or otherwise arising under this Indenture; (ii) Indebtedness of the Company or any Restricted Subsidiary of the Company, as the case may be, under the Credit Facility (including any letters of credit issued thereunder) in an amount which, together with any amount remaining outstanding or committed under the Credit Facility, does not exceed $2.2 billion outstanding; provided, that this Clause (ii) shall not prohibit the Company or any Restricted Subsidiary of the Company to, issue, create, assume, guarantee, incur or from Incurring additional Indebtedness under the Credit Facility otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior permitted pursuant to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and this Section 1008; (iii) the acquisition of any company or business acquired Incurrence by the Company or any Restricted Subsidiary since of the Company of Acquired Indebtedness in connection with the acquisition of assets or a new Restricted Subsidiary and the Incurrence by a Restricted Subsidiary of the Company of Indebtedness as a result of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary; provided, that in the case of any such Incurrence of Acquired Indebtedness, such Acquired Indebtedness was Incurred by the prior owner of such assets or such Restricted Subsidiary prior to such acquisition by the Company or a Restricted Subsidiary of the Company and was not Incurred in connection with, or in contemplation of, the acquisition by the Company or a Restricted Subsidiary of the Company; and provided, further, that in the case of any Incurrence pursuant to this Clause (iii), as a result of such acquisition by the Company or any Restricted Subsidiary of the Company, the Company and its Restricted Subsidiaries would be permitted to Incur an additional $1.00 of Indebtedness pursuant to the first day paragraph of this Section 1008; (iv) Indebtedness of the period Company or any Restricted Subsidiary of the Company that is Incurred, outstanding or committed for the acquisition, construction, development, expansion or improvement by the Company or any Restricted Subsidiary of the Company of assets in the Wireless Communications Business or Capital Stock of any Person in the Wireless Communications Business; provided, that the amount of such Indebtedness at any time outstanding (including giving effect together with any Acquired Indebtedness assumed in connection with the acquisition of such assets or Capital Stock) does not exceed 100% of the Fair Market Value of such assets or Capital Stock; (v) Indebtedness of the Company or any Wholly Owned Restricted Subsidiary of the Company owing to the pro forma historical earnings Company or any Wholly Owned Restricted Subsidiary of the Company; (vi) Indebtedness of the Company or any Restricted Subsidiary of the Company to replace, renew, extend, refinance or refund any Indebtedness of the Company or any Restricted Subsidiary of the Company outstanding or committed on the date of the replacement, renewal, extension, refinancing or refunding other than Indebtedness Incurred pursuant to Clause (ii) or (v) of this Section 1008; provided, however, that such Indebtedness does not exceed the principal amount of outstanding or committed Indebtedness so replaced, renewed, extended, refinanced or refunded plus financing fees and other expenses associated therewith; provided, further, that (a) such replacing, renewing, extending, refinancing or refunding Indebtedness shall have no mandatory repayments or redemptions prior to the Indebtedness being replaced, renewed, extended, refinanced or refunded and (b) in the case of any replacing, renewing, extending, refinancing or refunding of Indebtedness pari passu to the Securities, the replacing, renewing, extending, refinancing or refunding Indebtedness is made pari passu or subordinated to the Securities and, in the case of any replacing, renewing, extending, refinancing or refunding of Indebtedness subordinated to the Securities, the replacing, extending, refinancing or refunding Indebtedness is made subordinate to the Securities to substantially the same extent as the Indebtedness replaced, renewed, extended, refinanced or refunded; (vii) Indebtedness Incurred by the Company or any Restricted Subsidiary of the Company under Interest Hedge Agreements to hedge permitted Indebtedness or Currency Hedging Agreements; (viii) Indebtedness of the Company or any Restricted Subsidiary of the Company under (or constituting reimbursement obligations with respect to) letters of credit, performance or surety bonds or similar instruments Incurred in the ordinary course of business, including letters of credit in respect of workers' compensation claims or self-insurance; provided, however, that upon the drawing of any such letter of credit or other instrument, such obligations are reimbursed within 90 days following such drawing; (ix) Indebtedness arising from agreements providing for indemnification, purchase price adjustments or similar obligations, or from Guarantees of letters of credit, surety bonds or performance bonds securing any obligation of the Company or any Restricted Subsidiary of the Company pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such company business, assets or businessRestricted Subsidiary for the purpose of financing such acquisition), including in an amount not to exceed the gross proceeds actually received by the Company or any acquisition which will be consummated contemporaneously Restricted Subsidiary of the Company in connection with such disposition; (x) Indebtedness due and owing to governmental entities in connection with telecommunications license fees or Indebtedness Incurred to finance the issuance payment of deposits with and licensing fees to the FCC in connection with FCC license auctions; (xi) Indebtedness of the Company or any of its Restricted Subsidiaries, as the case may be, that is outstanding or committed on the date of this Indenture; and (xii) Indebtedness of the Company or any Restricted Subsidiary of the Company that is outstanding or committed, other than Indebtedness permitted pursuant to Clauses (i) through (xi) above, which, together with any other outstanding Indebtedness Incurred pursuant to this Clause (xii), does not exceed $100 million at any time outstanding or committed. For purposes of determining any particular amount of Indebtedness under Clauses (i) through (xii) above, (i) Guarantees, Liens or other obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 particular amount shall not be included and (ii) any Liens granted pursuant to the equal and ratable provisions of Section 1011 shall not be treated as Indebtedness. For purposes of determining compliance with the Indebtedness Incurrence restriction, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in Clauses (i) through (xii) above or would be entitled to be Incurred pursuant to the first paragraph hereof, the Company, in its sole discretion, shall classify, and from time to time may reclassify (in whole or in part), immediately after giving effect such item of Indebtedness and shall only be required to include the issuance amount and type of such Indebtedness and (if applicable) the application in one of the net proceeds thereof to refinance other Indebtedness, the Consolidated Leverage Ratio is equal to or less than a ratio of 0.75 to 1.0such Clauses.

Limitation on Consolidated Indebtedness. (a) So long as any of the General Term Notes are senior unsecured debt of the Issuer is Outstanding and until the General Term Notes are senior unsecured debt of the Issuer is rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or or, if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) ), at which time the Company shall Issuer will be permanently released from the provision provisions of this Section 5104.03, the Company Issuer shall not, and shall not permit any Restricted Consolidated Subsidiary of the Company Issuer to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company Issuer and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company Issuer and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company Issuer or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 1.7 to 1.0 1.0. (b) Notwithstanding the foregoing paragraph, the Issuer or any Restricted Subsidiary may issue, directly or indirectly, the following Indebtedness: (1) Indebtedness of the Issuer to banks not to exceed $1,000,000,000 in aggregate outstanding principal amount at any time; (2) Indebtedness (other than Indebtedness described in clause (1) of this Subsection) outstanding on the date of this Sixth Supplemental Indenture, as set forth on Schedule 4.03(b)(2) attached hereto and made a part hereof, and Indebtedness issued in exchange for, or the proceeds of which are used to refund or refinance, any Indebtedness permitted by this clause (2); provided, however, that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii)) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, immediately after giving effect refunded or refinanced, (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the X-TRAS, the Indebtedness is subordinated to the X-TRAS in right of payment; (3) Indebtedness of the Issuer owed to and held by a Subsidiary and Indebtedness of a Subsidiary owed to and held by the Issuer; provided, however, that, in the case of Indebtedness of the Issuer owed to and held by a Subsidiary, (i) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Subsidiary or (ii) any transfer of such Indebtedness (except to the Issuer or a Subsidiary) shall be deemed for the purposes of this Subsection to constitute the issuance of such Indebtedness by the Issuer; (4) Indebtedness of the Issuer issued in exchange for, or the proceeds of which are used to refund or refinance, Indebtedness of the Issuer issued in accordance with Subsection (a) of this Section, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (if applicableii) the application Indebtedness so issued (A) shall not mature prior to the stated maturity of the net proceeds thereof to refinance other IndebtednessIndebtedness so exchanged, the Consolidated Leverage Ratio is refunded or refinanced, (B) shall have an Average Life equal to or less greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the X-TRAS, the Indebtedness so issued is subordinated to the X-TRAS in right of payment; (5) Indebtedness of a ratio Restricted Subsidiary issued in exchange for, or the proceeds of 0.75 which are used to 1.0refund or refinance, Indebtedness of a Restricted Subsidiary issued in accordance with Subsection (a) of this Section, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, refunded or refinanced and (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced. (6) Indebtedness of a Consolidated Subsidiary issued to acquire, develop, improve, construct or to provide working capital for a gas, oil or electric generation, exploration, production, distribution, storage or transmission facility and related assets, provided that such Indebtedness is without recourse to any assets of the Issuer, Consumers, Enterprises, CMS Generation, NOMECO, CMS Electric and Gas, CMS Gas Transmission and Storage, CMS MST or any other Designated Enterprises Subsidiary; (7) Indebtedness of a Person existing at the time at which such person became a Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. Such Indebtedness shall be deemed to be incurred on the date the acquired Person becomes a Consolidated Subsidiary; (8) Indebtedness issued by the Issuer not to exceed $150,000,000 in aggregate principal amount at any time; and (9) Indebtedness of a Consolidated Subsidiary in respect of rate reduction bonds issued to recover electric restructuring transition costs of Consumers provided that such Indebtedness is without recourse to the assets of Consumers.

Limitation on Consolidated Indebtedness. (a) So long as any of the General Term 2004 Notes are Outstanding outstanding and until the General Term 2004 Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or or, if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) ), at which time the Company shall Issuer will be permanently released from the provision provisions of this Section 5105.04, the Company Issuer shall not, and shall not permit any Restricted Consolidated Subsidiary of the Company Issuer to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company Issuer and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company Issuer and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company Issuer or any Subsidiary since the first day 50-- 51 of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 1.7 to 1.0 1.0. (b) Notwithstanding the foregoing paragraph, the Issuer or any Restricted Subsidiary may issue, directly or indirectly, the following Indebtedness: (1) Indebtedness of the Issuer to banks not to exceed $1,000,000,000 in aggregate outstanding principal amount at any time; (2) Indebtedness (other than Indebtedness described in clause (1) of this Subsection) outstanding on the date of this Eighth Supplemental Indenture, as set forth on Schedule 5.04(b)(2) attached hereto and made a part hereof, and Indebtedness issued in exchange for, or the proceeds of which are used to refund or refinance, any Indebtedness permitted by this clause (2); provided, however, that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii)) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, immediately after giving effect refunded or refinanced, (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2004 Notes, the Indebtedness is subordinated to the 2004 Notes in right of payment; (3) Indebtedness of the Issuer owed to and held by a Subsidiary and Indebtedness of a Subsidiary owed to and held by the Issuer; provided, however, that, in the case of Indebtedness of the Issuer owed to and held by a Subsidiary, (i) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Subsidiary or (ii) any transfer of such Indebtedness (except to the Issuer or a Subsidiary) shall be deemed for the purposes of this Subsection to constitute the issuance of such Indebtedness by the Issuer; (4) Indebtedness of the Issuer issued in exchange for, or the proceeds of which are used to refund or refinance, Indebtedness of the Issuer issued in accordance with Subsection (a) of this Section, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (if applicableii) the application Indebtedness so issued (A) shall not mature prior to the stated maturity of the net proceeds thereof to refinance other IndebtednessIndebtedness so exchanged, the Consolidated Leverage Ratio is refunded or refinanced, (B) shall have an Average Life equal to or less greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2004 Notes, the Indebtedness so issued is subordinated to the 2004 Notes in right of payment; (5) Indebtedness of a ratio Restricted Subsidiary issued in exchange for, or the proceeds of 0.75 which are used to 1.0refund or refinance, Indebtedness of a Restricted Subsidiary issued in accordance with Subsection (a) of this Section, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if 52-- 53 any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, refunded or refinanced and (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced. (6) Indebtedness of a Consolidated Subsidiary issued to acquire, develop, improve, construct or to provide working capital for a gas, oil or electric generation, exploration, production, distribution, storage or transmission facility and related assets, provided that such Indebtedness is without recourse to any assets of the Issuer, Consumers, Enterprises, CMS Generation, CMS Oil & Gas, CMS Electric and Gas, CMS Gas Transmission and Storage, CMS MST or any other Designated Enterprises Subsidiary; (7) Indebtedness of a Person existing at the time at which such person became a Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. Such Indebtedness shall be deemed to be incurred on the date the acquired Person becomes a Consolidated Subsidiary; (8) Indebtedness issued by the Issuer not to exceed $150,000,000 in aggregate principal amount at any time; and (9) Indebtedness of a Consolidated Subsidiary in respect of rate reduction bonds issued to recover electric restructuring transition costs of Consumers provided that such Indebtedness is without recourse to the assets of Consumers.

Limitation on Consolidated Indebtedness. So long as any of the General Term Notes are Outstanding and until the General Term Notes are rated BBB- or above (or an equivalent ratinga) by Standard & Poor's and one Other Rating Agency (or if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) at which time the The Company shall be permanently released from the provision of this Section 510, the Company --------------------------------------- shall not, and shall not permit any Restricted Subsidiary of the Company to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, Incur any Indebtedness after the Issue Date unless either (a) the ratio of (i) the Consolidated Coverage Ratio aggregate consolidated principal amount of Indebtedness of the Company outstanding as of the most recent available quarterly or annual balance sheet, after giving pro forma effect to the Incurrence of such Indebtedness and its any other Indebtedness Incurred since such balance sheet date and the receipt and application of the proceeds thereof, to (ii) Consolidated Subsidiaries Cash Flow Available for Fixed Charges for the four consecutive full fiscal quarters immediately preceding the issuance Incurrence of such Indebtedness (as shown by for which consolidated financial statements of the Company have been filed with the Commission or have otherwise become publicly available, determined on a pro forma consolidated income statement basis as if any such Indebtedness had been Incurred and the proceeds thereof had been applied at the beginning of such four fiscal quarters, would be less than 5.5 to 1.0 for such four-quarter periods ending on or prior to December 31, 2000 and 5.0 to 1.0 for such periods ending thereafter, or (b) the Company's Consolidated Capital Ratio as of the most recent quarterly or annual balance sheet of the Company and its Consolidated Subsidiaries for that has been filed with the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness Commission or has otherwise become publicly available, after giving pro forma effect to (ix) the issuance Incurrence of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness Incurred since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period balance sheet date and (iiiy) the acquisition of any company paid-in capital received since such balance sheet date or business acquired by the Company or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously concurrently with the issuance Incurrence of such Indebtedness, as if and in each case such acquisition occurred at the beginning receipt and application of the periodproceeds thereof, is less than 2.0 to 1.0. (b) exceeds a ratio Notwithstanding the foregoing limitation, the Company and any Restricted Subsidiary may Incur each and all of 1.6 the following: (i) Indebtedness under Senior Credit Facilities in an aggregate principal amount outstanding or available at any one time not to 1.0 exceed $100 million, and any renewal, extension, refinancing or refunding thereof in an amount which, together with any principal amount remaining outstanding or available under all Senior Credit Facilities, does not exceed the aggregate principal amount outstanding or available under all Senior Credit Facilities immediately prior to such renewal, extension, refinancing or refunding; (ii) Indebtedness under Qualified Receivable Facilities in an aggregate principal amount outstanding or available at any one time not to exceed the greater of (x) $150 million or (y) an amount equal to 85% of net Receivables determined in accordance with GAAP, and any renewal, extension, refinancing or refunding thereof in an amount which, together with any principal amount remaining outstanding or available under all Qualified Receivable Facilities, does not exceed the aggregate principal amount outstanding or available under all Qualified Receivable Facilities immediately prior to such renewal, extension, refinancing or refunding; (iii) Purchase Money Indebtedness, provided that the amount of such Purchase Money Indebtedness does not exceed 90% of the cost of the construction, acquisition or improvement of the applicable Telecommunications Assets; (iv) Indebtedness owed by the Company to any Wholly-Owned Restricted Subsidiary of the Company or Indebtedness owed by a Restricted Subsidiary of the Company to the Company or a Wholly-Owned Restricted Subsidiary of the Company; provided that upon either (x) the transfer or other disposition by such Wholly-Owned Restricted Subsidiary or the Company of any Indebtedness so permitted to a Person other than the Company or another Wholly-Owned Restricted Subsidiary of the Company or (y) the issuance (other than directors' qualifying shares), immediately after giving effect sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of such Wholly-Owned Restricted Subsidiary to a Person other than the issuance Company or another such Wholly-Owned Restricted Subsidiary, the provisions of this clause (iv) shall no longer be applicable to such Indebtedness and (if applicable) such Indebtedness shall be deemed to have been Incurred at the application time of the net proceeds thereof to refinance such transfer or other Indebtedness, the Consolidated Leverage Ratio is equal to or less than a ratio of 0.75 to 1.0.disposition;

Limitation on Consolidated Indebtedness. (a) So long as any of the General Term Notes are Outstanding outstanding and until the General Term Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or or, if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) ), at which time the Company shall Issuer will be permanently released from the provision provisions of this Section 5104.04, the Company Issuer shall not, and shall not permit any Restricted Consolidated Subsidiary of the Company Issuer to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company Issuer and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company Issuer and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company Issuer or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the 34- 35 issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 1.7 to 1.0 1.0. (b) Notwithstanding the foregoing paragraph, the Issuer or any Restricted Subsidiary may issue, directly or indirectly, the following Indebtedness: (1) Indebtedness of the Issuer to banks not to exceed $1,000,000,000 in aggregate outstanding principal amount at any time; (2) Indebtedness (other than Indebtedness described in clause (1) of this Subsection) outstanding on the date of this Ninth Supplemental Indenture, as set forth on Schedule 4.04(b)(2) attached hereto and made a part hereof, and Indebtedness issued in exchange for, or the proceeds of which are used to refund or refinance, any Indebtedness permitted by this clause (2); provided, however, that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii)) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, immediately after giving effect refunded or refinanced, (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the Notes, the Indebtedness is subordinated to the Notes in right of payment; (3) Indebtedness of the Issuer owed to and held by a Subsidiary and Indebtedness of a Subsidiary owed to and held by the Issuer; provided, however, that, in the case of Indebtedness of the Issuer owed to and held by a Subsidiary, (i) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Subsidiary or (ii) any transfer of such Indebtedness (except to the Issuer or a Subsidiary) shall be deemed for the purposes of this Subsection to constitute the issuance of such Indebtedness by the Issuer; (4) Indebtedness of the Issuer issued in exchange for, or the proceeds of which are used to refund or refinance, Indebtedness of the Issuer issued in accordance with Subsection (a) of this Section, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (if applicableii) the application Indebtedness so issued (A) shall not mature prior to the stated maturity of the net proceeds thereof to refinance other IndebtednessIndebtedness so exchanged, the Consolidated Leverage Ratio is refunded or refinanced, (B) shall have an Average Life equal to or less greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the Notes, the Indebtedness so issued is subordinated to the Notes in right of payment; (5) Indebtedness of a ratio Restricted Subsidiary issued in exchange for, or the proceeds of 0.75 which are used to 1.0refund or refinance, Indebtedness of a Restricted Subsidiary issued in accordance with Subsection (a) of this Section, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, refunded or refinanced and (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced. (6) Indebtedness of a Consolidated Subsidiary issued to acquire, develop, improve, construct or to provide working capital for a gas, oil or electric generation, exploration, production, distribution, storage or transmission facility and related assets, provided that such Indebtedness is without recourse to any assets of the Issuer, Consumers, Enterprises, CMS Generation, CMS Oil & Gas, CMS Electric and Gas, CMS Gas Transmission and Storage, CMS MST or any other Designated Enterprises Subsidiary; (7) Indebtedness of a Person existing at the time at which such person became a Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. Such Indebtedness shall be deemed to be incurred on the date the acquired Person becomes a Consolidated Subsidiary; (8) Indebtedness issued by the Issuer not to exceed $150,000,000 in aggregate principal amount at any time; and (9) Indebtedness of a Consolidated Subsidiary in respect of rate reduction bonds issued to recover electric restructuring transition costs of Consumers provided that such Indebtedness is without recourse to the assets of Consumers.

Limitation on Consolidated Indebtedness. (a) So long as any of the General Term 2012 Notes are Outstanding outstanding and until the General Term 2012 Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's ’s and one Other Rating Agency (or or, if Standard & Poor's ’s shall change its rating system, an equivalent of such rating then employed by such organization) ), at which time the Company shall Issuer will be permanently released from the provision provisions of this Section 5104.04, the Company Issuer shall not, and shall not permit any Restricted Consolidated Subsidiary of the Company Issuer to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"”), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company Issuer and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company Issuer and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company Issuer or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 1.0. (b) Notwithstanding the foregoing paragraph, the Issuer or any Restricted Subsidiary may issue, directly or indirectly, the following Indebtedness: (1) Indebtedness of the Issuer to banks not to exceed $1,000,000,000 in aggregate outstanding principal amount at any time; (2) Indebtedness (other than Indebtedness described in Section 4.04(b)(1) hereof) outstanding on the date of this Eighteenth Supplemental Indenture, as set forth on Schedule 4.04(b)(2) attached hereto and made a part hereof, and Indebtedness issued in exchange for, or the proceeds of which are used to refund or refinance, any Indebtedness permitted by this clause (2); provided, however, that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii)) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, immediately after giving effect refunded or refinanced, (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2012 Notes, the Indebtedness is subordinated to the 2012 Notes in right of payment; (3) Indebtedness of the Issuer owed to and held by a Subsidiary and Indebtedness of a Subsidiary owed to and held by the Issuer; provided, however, that, in the case of Indebtedness of the Issuer owed to and held by a Subsidiary, (i) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Subsidiary or (ii) any transfer of such Indebtedness (except to the Issuer or a Subsidiary) shall be deemed for the purposes of this Section 4.04(b) to constitute the issuance of such Indebtedness by the Issuer; (4) Indebtedness of the Issuer issued in exchange for, or the proceeds of which are used to refund or refinance, Indebtedness of the Issuer issued in accordance with Section 4.04(a) hereof, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (if applicableii) the application Indebtedness so issued (A) shall not mature prior to the stated maturity of the net proceeds thereof to refinance other IndebtednessIndebtedness so exchanged, the Consolidated Leverage Ratio is refunded or refinanced, (B) shall have an Average Life equal to or less greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2012 Notes, the Indebtedness so issued is subordinated to the 2012 Notes in right of payment; (5) Indebtedness of a ratio Restricted Subsidiary issued in exchange for, or the proceeds of 0.75 which are used to 1.0refund or refinance, Indebtedness of a Restricted Subsidiary issued in accordance with Section 4.04(a) hereof, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, refunded or refinanced and (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced. (6) Indebtedness of a Consolidated Subsidiary issued to acquire, develop, improve, construct or to provide working capital for a gas, oil or electric generation, exploration, production, distribution, storage or transmission facility and related assets, provided that such Indebtedness is without recourse to any assets of the Issuer, Consumers, Enterprises, CMS Generation, CMS Electric and Gas, CMS Gas Transmission, CMS ERM or any other Designated Enterprises Subsidiary; (7) Indebtedness of a Person existing at the time at which such Person became a Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. Such Indebtedness shall be deemed to be incurred on the date the acquired Person becomes a Consolidated Subsidiary; (8) Indebtedness issued by the Issuer not to exceed $150,000,000 in aggregate principal amount at any time; and (9) Indebtedness of a Consolidated Subsidiary in respect of rate reduction bonds issued to recover electric restructuring transition costs of Consumers, provided that such Indebtedness is without recourse to the assets of Consumers.

Limitation on Consolidated Indebtedness. (a) So long as any of the General Term 20___ Notes are Outstanding outstanding and until the General Term 20___ Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or or, if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) ), at which time the Company shall Issuer will be permanently released from the provision provisions of this Section 5104.04, the Company Issuer shall not, and shall not permit any Restricted Consolidated Subsidiary of the Company Issuer to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company Issuer and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company Issuer and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company Issuer or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 1.7 to 1.0 1.0. (b) Notwithstanding the foregoing paragraph, the Issuer or any Restricted Subsidiary may issue, directly or indirectly, the following Indebtedness: (1) Indebtedness of the Issuer to banks not to exceed $1,000,000,000 in aggregate outstanding principal amount at any time; (2) Indebtedness (other than Indebtedness described in clause (1) of this Subsection) outstanding on the date of this Seventh Supplemental Indenture, as set forth on Schedule 4.04(b)(2) attached hereto and made a part hereof, and Indebtedness issued in exchange for, or the proceeds of which are used to refund or refinance, any Indebtedness permitted by this clause (2); provided, however, that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii)) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, immediately after giving effect refunded or refinanced, (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 20___ Notes, the Indebtedness is subordinated to the 20___ Notes in right of payment; (3) Indebtedness of the Issuer owed to and held by a Subsidiary and Indebtedness of a Subsidiary owed to and held by the Issuer; provided, however, that, in the case of Indebtedness of the Issuer owed to and held by a Subsidiary, (i) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Subsidiary or (ii) any transfer of such Indebtedness (except to the Issuer or a Subsidiary) shall be deemed for the purposes of this Subsection to constitute the issuance of such Indebtedness by the Issuer; (4) Indebtedness of the Issuer issued in exchange for, or the proceeds of which are used to refund or refinance, Indebtedness of the Issuer issued in accordance with Subsection (a) of this Section, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (if applicableii) the application Indebtedness so issued (A) shall not mature prior to the stated maturity of the net proceeds thereof to refinance other IndebtednessIndebtedness so exchanged, the Consolidated Leverage Ratio is refunded or refinanced, (B) shall have an Average Life equal to or less greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 20___ Notes, the Indebtedness so issued is subordinated to the 20___ Notes in right of payment; (5) Indebtedness of a ratio Restricted Subsidiary issued in exchange for, or the proceeds of 0.75 which are used to 1.0refund or refinance, Indebtedness of a Restricted Subsidiary issued in accordance with Subsection (a) of this Section, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, refunded or refinanced and (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced. (6) Indebtedness of a Consolidated Subsidiary issued to acquire, develop, improve, construct or to provide working capital for a gas, oil or electric generation, exploration, production, distribution, storage or transmission facility and related assets, provided that such Indebtedness is without recourse to any assets of the Issuer, Consumers, Enterprises, CMS Generation, CMS Oil & Gas, CMS Electric and Gas, CMS Gas Transmission and Storage, CMS MST or any other Designated Enterprises Subsidiary; (7) Indebtedness of a Person existing at the time at which such person became a Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. Such Indebtedness shall be deemed to be incurred on the date the acquired Person becomes a Consolidated Subsidiary; (8) Indebtedness issued by the Issuer not to exceed $150,000,000 in aggregate principal amount at any time; and (9) Indebtedness of a Consolidated Subsidiary in respect of rate reduction bonds issued to recover electric restructuring transition costs of Consumers provided that such Indebtedness is without recourse to the assets of Consumers.

Limitation on Consolidated Indebtedness. (a) So long as any of the General Term 2015 Notes are Outstanding outstanding and until the General Term 2015 Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's ’s and one Other Rating Agency (or or, if Standard & Poor's ’s shall change its rating system, an equivalent of such rating then employed by such organization) ), at which time the Company shall Issuer will be permanently released from the provision provisions of this Section 5104.04, the Company Issuer shall not, and shall not permit any Restricted Consolidated Subsidiary of the Company Issuer to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"”), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company Issuer and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company Issuer and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company Issuer or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 1.0. (b) Notwithstanding the foregoing paragraph, the Issuer or any Restricted Subsidiary may issue, directly or indirectly, the following Indebtedness: (1) Indebtedness of the Issuer to banks not to exceed $1,000,000,000 in aggregate outstanding principal amount at any time; (2) Indebtedness (other than Indebtedness described in Section 4.04(b)(1) hereof) outstanding on the date of this Nineteenth Supplemental Indenture, as set forth on Schedule 4.04(b)(2) attached hereto and made a part hereof, and Indebtedness issued in exchange for, or the proceeds of which are used to refund or refinance, any Indebtedness permitted by this clause (2); provided, however, that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii)) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, immediately after giving effect refunded or refinanced, (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2015 Notes, the Indebtedness is subordinated to the 2015 Notes in right of payment; (3) Indebtedness of the Issuer owed to and held by a Subsidiary and Indebtedness of a Subsidiary owed to and held by the Issuer; provided, however, that, in the case of Indebtedness of the Issuer owed to and held by a Subsidiary, (i) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Subsidiary or (ii) any transfer of such Indebtedness (except to the Issuer or a Subsidiary) shall be deemed for the purposes of this Section 4.04(b) to constitute the issuance of such Indebtedness by the Issuer; (4) Indebtedness of the Issuer issued in exchange for, or the proceeds of which are used to refund or refinance, Indebtedness of the Issuer issued in accordance with Section 4.04(a) hereof, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (if applicableii) the application Indebtedness so issued (A) shall not mature prior to the stated maturity of the net proceeds thereof to refinance other IndebtednessIndebtedness so exchanged, the Consolidated Leverage Ratio is refunded or refinanced, (B) shall have an Average Life equal to or less greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2015 Notes, the Indebtedness so issued is subordinated to the 2015 Notes in right of payment; (5) Indebtedness of a ratio Restricted Subsidiary issued in exchange for, or the proceeds of 0.75 which are used to 1.0refund or refinance, Indebtedness of a Restricted Subsidiary issued in accordance with Section 4.04(a) hereof, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, refunded or refinanced and (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced. (6) Indebtedness of a Consolidated Subsidiary issued to acquire, develop, improve, construct or to provide working capital for a gas, oil or electric generation, exploration, production, distribution, storage or transmission facility and related assets, provided that such Indebtedness is without recourse to any assets of the Issuer, Consumers, Enterprises, CMS Generation, CMS Electric and Gas, CMS Gas Transmission, CMS ERM or any other Designated Enterprises Subsidiary; (7) Indebtedness of a Person existing at the time at which such Person became a Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. Such Indebtedness shall be deemed to be incurred on the date the acquired Person becomes a Consolidated Subsidiary; (8) Indebtedness issued by the Issuer not to exceed $150,000,000 in aggregate principal amount at any time; (9) Indebtedness of a Consolidated Subsidiary in respect of rate reduction bonds issued to recover electric restructuring transition costs of Consumers, provided that such Indebtedness is without recourse to the assets of Consumers; and (10) Indebtedness of Consumers.

Limitation on Consolidated Indebtedness. So long as any of the General Term Notes are Outstanding and until the General Term Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) at which time the Company shall be permanently released from the provision of this Section 510, the The Company shall not, and shall not cause or permit any Restricted Subsidiary of the Company to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, incur any Indebtedness unless including Acquired Indebtedness, except that the Company and any Guarantor may Incur Indebtedness, if the Company’s Operating Cash Flow Ratio would have been less than 6.5 to 1.0 if such Incurrence is prior to December 31, 2006 and less than 5.5 to 1.0 if such Incurrence is on or after December 31, 2006. Notwithstanding the above, the Company and its Restricted Subsidiaries may Incur the following Indebtedness without regard to the above limitations: (a) Indebtedness evidenced by the Securities and the 2010 Notes on the Issue Date and a like aggregate principal amount of Exchange Notes, 2010 Exchange Notes, Subsidiary Guarantees and 2010 Subsidiary Guarantees of the foregoing; (b) Indebtedness incurred by the Company under one or more Credit Agreements (including Additional Securities and Additional 2010 Notes) in an aggregate principal amount not to exceed $100,000,000 at any time outstanding, reduced by the amount of repayments and permanent reductions of Indebtedness Incurred under this clause (b) due to the application of Net Cash Proceeds after the Issue Date as set forth in Section 10.13 and increased by the aggregate principal amount of any Securities redeemed or repurchased by the Company after the Issue Date (other than as required by Section 10.13); (c) Indebtedness of the Company or any of its Restricted Subsidiaries owing to the Company or any of its Restricted Subsidiaries (“Intercompany Indebtedness”); provided that (i) in the Consolidated Coverage Ratio case of any such Indebtedness of the Company, such obligations shall be unsecured and subordinated by their terms in all respects to the Holders’ rights pursuant to the Securities and the 2010 Notes and the Subsidiary Guarantees and 2010 Subsidiary Guarantees and (ii) if any event occurs that causes a Person that is a Restricted Subsidiary to no longer be a Restricted Subsidiary, then this clause (c) will no longer be applicable to such Indebtedness of that Person; (d) Indebtedness of the Company or any Restricted Subsidiary issued in exchange for, or to renew, replace, extend, refinance or refund, any Indebtedness of the Company or such Restricted Subsidiary Incurred pursuant to clause (a), (d), (f), (h), (k) or (n) or pursuant to the first paragraph of this Section 10.08; provided, however, that: (i) such Indebtedness does not exceed the principal amount (or in the case of Redeemable Stock or Preferred Stock that constitutes Indebtedness, the aggregate redemption or repurchase price or liquidation value) of Indebtedness so exchanged, renewed, replaced, extended, refinanced or refunded plus all accrued interest, dividends and redemption premiums on the Indebtedness and all fees, expenses, penalties and redemption premiums incurred in connection therewith; (ii) such exchanging, renewing, replacing, extending, refinancing or refunding Indebtedness has (x) a final maturity that is equal to or later than the final maturity of the Indebtedness being so exchanged, renewed, replaced, extended, refinanced or refunded and (y) an Average Life, at the time of such exchange, renewal, replacement, extension, refinancing or refunding of such Indebtedness, that is equal to or greater than the Average Life of the Indebtedness being so exchanged, renewed, replaced, extended, refinanced or refunded; (iii) in the case of any exchanging, renewing, replacing, extending, refinancing or refunding of Indebtedness subordinated to the Securities (or Redeemable or Preferred Stock that constitutes Indebtedness), the exchanging, renewing, replacing, extending, refinancing or refunding Indebtedness ranks subordinate in right of payment to the Securities to substantially the same extent as, or to a greater extent than, the Indebtedness so exchanged, renewed, replaced, extended, refinanced or refunded; and (iv) no Indebtedness of the Company may be exchanged, renewed, replaced, extended, refinanced or refunded by the Incurrence of Indebtedness or the issuance of Capital Stock by any Restricted Subsidiary that is not a Guarantor; (e) Indebtedness Incurred by the Company or any of its Restricted Subsidiaries under Hedge Agreements to protect the Company or any of its Restricted Subsidiaries from interest or foreign currency risk on Indebtedness permitted to be Incurred by this Indenture or to manage such risk, provided that the notional principal amount of any such Hedge Agreements does not exceed the principal amount of Indebtedness to which such Hedge Agreements relate, and such Hedge Agreements are not for speculative purposes; (f) Indebtedness of the Company and its Consolidated Restricted Subsidiaries for existing on the four consecutive fiscal quarters immediately preceding the issuance of such Issue Date (other than Indebtedness Incurred under clause (as shown by a pro forma consolidated income statement of the Company and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to c) above) (i“Existing Indebtedness”); (g) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired Guarantee by the Company or any Restricted Subsidiary since the first day of the period any Indebtedness permitted to be Incurred under this Indenture; (including giving effect h) Acquired Indebtedness, but only to the pro forma historical earnings extent that (x) the aggregate amount of such company Acquired Indebtedness Incurred under this clause (x) does not exceed $10,000,000 at any time outstanding, or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period(y) exceeds a ratio of 1.6 to 1.0 and (ii), immediately after giving effect to the issuance Incurrence of such Indebtedness and the Company’s Operating Cash Flow Ratio would not exceed 7.0 to 1.0 on a pro forma basis; (if applicablei) the application Indebtedness of the net Company or any of its Restricted Subsidiaries in respect of performance, bid, surety, appeal or similar bonds or completion or performance guarantees provided in the ordinary course of business; (j) Indebtedness of the Company or any of its Restricted Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company (other than guarantees of, or similar obligations under, Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary of the Company for the purpose of financing such acquisition), in an amount not to exceed the gross proceeds thereof to refinance other actually received by the Company or any Restricted Subsidiary in connection with such disposition; (k) Indebtedness, including all outstanding Indebtedness Incurred pursuant to clause (d) above in exchange for, or to renew, replace, extend, refinance or refund any Indebtedness Incurred pursuant to this clause (k), of the Consolidated Leverage Ratio Company or any of its Restricted Subsidiaries represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or any of its Restricted Subsidiaries, in an aggregate principal amount not to exceed $20,000,000 at any one time outstanding; (l) Indebtedness of the Company or any of its Restricted Subsidiaries owed to, including obligations in respect of letters of credit for the benefit of, any Person in connection with workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance provided by such Person to the Company or any of its Restricted Subsidiaries, in each case Incurred in the ordinary course of business; (m) Indebtedness of the Company or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is equal extinguished within two Business Days after its Incurrence; and (n) Indebtedness of the Company or any of its Restricted Subsidiaries, other than Indebtedness permitted pursuant to clauses (a) through (m) of this Section 10.08, which does not exceed $15,000,000 at any time outstanding, including all outstanding Indebtedness Incurred pursuant to clause (d) of this Section 10.08 in exchange for, or less to renew, replace, extend, refinance or refund any such Indebtedness. For purposes of determining compliance with this Section 10.08, in the event that an item of proposed Indebtedness meets the criteria of more than a ratio one of 0.75 the categories described in clause (a) and clauses (c) through (n) above, or is entitled to 1.0be Incurred pursuant to the first paragraph of this Section 10.08, the Company, in its sole discretion, shall be permitted to classify (or divide and classify) such item of Indebtedness on the date of its Incurrence, and may, from time to time, reclassify (and redivide and reclassify) such item of Indebtedness, in any manner that complies with one or more categories of this Section 10.08. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms and payments of dividends on Redeemable Stock in the form of additional shares of the same class of Redeemable Stock shall not be deemed to be an Incurrence of Indebtedness or an issuance of Redeemable Stock for the purposes of this Section 10.08.

Limitation on Consolidated Indebtedness. So long as any of the General Term Notes are Outstanding and until the General Term Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) at which time the Company shall be permanently released from the provision of this Section 510, the The Company shall not, and shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness unless the Company's Indebtedness to EBITDA Ratio at the end of the fiscal quarter immediately preceding the Incurrence of such Indebtedness, after giving pro forma effect to the Incurrence of such Indebtedness and any other Indebtedness Incurred since such date and the receipt and application of the proceeds thereof, would be less than 9 to 1 for the period ending June 30, 2001 and 7 to 1 thereafter. Notwithstanding the foregoing paragraph, the Company and/or any Restricted Subsidiary of the Company, as the case may be, may Incur the following Indebtedness: (i) Indebtedness evidenced by the Securities or otherwise arising under this Indenture; (ii) Indebtedness of the Company or any Restricted Subsidiary, as the case may be, that is outstanding or committed at the date hereof under the Credit Facility (including any letters of credit issued thereunder) and the NORTEL Facility and any renewal, extension, refinancing or refunding thereof in an amount which, together with any amount remaining outstanding or committed under the Credit Facility and the NORTEL Facility, does not exceed $950 million at any time outstanding; provided that this Clause (ii) shall not prohibit the Company from Incurring additional Indebtedness under the Credit Facility or the NORTEL Facility otherwise permitted pursuant to this Section 1008; (iii) Indebtedness of the Company or any Restricted Subsidiary of the Company tothat is outstanding or committed prior to February 1, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company and its Consolidated Subsidiaries 2000 for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the periodacquisition, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued construction or retired at the beginning of the period and (iii) the acquisition of any company or business acquired improvement by the Company or any Restricted Subsidiary since of assets in the first day Wireless Communications Business; provided that the amount of such Indebtedness at any time outstanding does not exceed 100% of the period Fair Market Value of such assets; (iv) Indebtedness owed by the Company to any Wholly Owned Restricted Subsidiary of the Company (provided that such Indebtedness is at all times held by a Person which is a Wholly Owned Restricted Subsidiary of the Company) or Indebtedness owed by a Wholly Owned Restricted Subsidiary of the Company to the Company or a Wholly Owned Restricted Subsidiary of the Company (provided that such Indebtedness is at all times held by the Company or a Person which is a Wholly Owned Restricted Subsidiary of the Company); provided, however, that for purposes of this Section 1008, upon either (x) the transfer or other disposition by such Wholly Owned Restricted Subsidiary or the Company of any Indebtedness so permitted to a Person other than the Company or another Wholly Owned Restricted Subsidiary of the Company or (y) the issuance (other than directors' qualifying shares), sale, lease, transfer or other disposition of shares of Capital Stock (including giving effect by consolidation or merger) of such Wholly Owned Restricted Subsidiary to a Person other than the Company or another such Wholly Owned Restricted Subsidiary, the provisions of this Clause (iv) shall no longer be applicable to such Indebtedness and such Indebtedness shall be deemed to have been Incurred at the time of such transfer or other disposition; (v) Indebtedness of the Company or any Restricted Subsidiary of the Company to renew, extend, refinance or refund any Indebtedness of the Company or any Restricted Subsidiary outstanding or committed on the date of renewal, extension, refinancing or refunding other than Indebtedness Incurred pursuant to Clause (ii) or (iv) above; provided, however, that such Indebtedness does not exceed the principal amount of outstanding or committed Indebtedness so renewed, extended, refinanced or refunded plus financing fees and other expenses Incurred in connection therewith; and provided further, that Indebtedness the proceeds of which are used to refinance or refund Indebtedness which is pari passu to the pro forma historical earnings Securities or Indebtedness which is subordinate in right of payment to the Securities shall only be permitted if (A) in the case of any refinancing or refunding of Indebtedness which is pari passu to the Securities, the refinancing or refunding Indebtedness is made pari passu to the Securities or subordinate to the Securities, and, in the case of any refinancing or refunding of Indebtedness which is subordinated to the Securities, the refinancing or refunding Indebtedness is made subordinate to the Securities to substantially the same extent as the Indebtedness refinanced or refunded, (B) in either case, the renewing, extending, refinancing or refunding Indebtedness by its terms, or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, does not provide for payments of principal of such company Indebtedness at the stated maturity thereof or businessby way of a sinking fund applicable thereto or by way of any mandatory redemption, defeasance, retirement or repurchase thereof by the Company (including any redemption, retirement or repurchase which is contingent upon events or circumstances, but excluding any retirement required by virtue of acceleration of such Indebtedness upon an event of default thereunder), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at prior to the beginning stated maturity of the periodIndebtedness being renewed, extended, refinanced or refunded; (vi) exceeds a ratio Indebtedness Incurred by the Company or any Restricted Subsidiary under Interest Hedge Agreements to hedge permitted Indebtedness; and (vii) Indebtedness of 1.6 the Company or any Restricted Subsidiary that is outstanding or committed prior to 1.0 and February 1, 2000 not otherwise permitted to be Incurred pursuant to Clauses (iii) through (vi) above, which, together with any other outstanding Indebtedness Incurred pursuant to this Clause (vii), immediately after giving effect to the issuance has an aggregate principal amount not in excess of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness, the Consolidated Leverage Ratio is equal to $50 million at any time outstanding or less than a ratio of 0.75 to 1.0.committed. -88- 101

Limitation on Consolidated Indebtedness. So long as any of the General Term Notes are Outstanding and until the General Term Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) at which time the Company shall be permanently released from the provision of this Section 510, the The Company shall not, and shall not cause or permit any Restricted Subsidiary of the Company to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, incur any Indebtedness unless including Acquired Indebtedness, except that the Company and any Guarantor may Incur Indebtedness, if the Company’s Operating Cash Flow Ratio would have been less than 6.5 to 1.0 if such Incurrence is prior to December 31, 2006 and less than 5.5 to 1.0 if such Incurrence is on or after December 31, 2006. Notwithstanding the above, the Company and its Restricted Subsidiaries may Incur the following Indebtedness without regard to the above limitations: (a) Indebtedness evidenced by the Securities and the 2012 Notes on the Issue Date and a like aggregate principal amount of Exchange Notes, 2012 Exchange Notes, Subsidiary Guarantees and 2012 Subsidiary Guarantees of the foregoing; (b) Indebtedness incurred by the Company under one or more Credit Agreements (including Additional Securities and Additional 2012 Notes) in an aggregate principal amount not to exceed $100,000,000 at any time outstanding, reduced by the amount of repayments and permanent reductions of Indebtedness Incurred under this clause (b) due to the application of Net Cash Proceeds after the Issue Date as set forth in Section 10.13 and increased by the aggregate principal amount of any Securities redeemed or repurchased by the Company after the Issue Date (other than as required by Section 10.13); (c) Indebtedness of the Company or any of its Restricted Subsidiaries owing to the Company or any of its Restricted Subsidiaries (“Intercompany Indebtedness”); provided that (i) in the Consolidated Coverage Ratio case of any such Indebtedness of the Company, such obligations shall be unsecured and subordinated by their terms in all respects to the Holders’ rights pursuant to the Securities and the 2012 Notes and the Subsidiary Guarantees and 2012 Subsidiary Guarantees and (ii) if any event occurs that causes a Person that is a Restricted Subsidiary to no longer be a Restricted Subsidiary, then this clause (c) will no longer be applicable to such Indebtedness of that Person; (d) Indebtedness of the Company or any Restricted Subsidiary issued in exchange for, or to renew, replace, extend, refinance or refund, any Indebtedness of the Company or such Restricted Subsidiary Incurred pursuant to clause (a), (d), (f), (h), (k) or (n) or pursuant to the first paragraph of this Section 10.08; provided, however, that: (i) such Indebtedness does not exceed the principal amount (or in the case of Redeemable Stock or Preferred Stock that constitutes Indebtedness, the aggregate redemption or repurchase price or liquidation value) of Indebtedness so exchanged, renewed, replaced, extended, refinanced or refunded plus all accrued interest, dividends and redemption premiums on the Indebtedness and all fees, expenses, penalties and redemption premiums incurred in connection therewith; (ii) such exchanging, renewing, replacing, extending, refinancing or refunding Indebtedness has (x) a final maturity that is equal to or later than the final maturity of the Indebtedness being so exchanged, renewed, replaced, extended, refinanced or refunded and (y) an Average Life, at the time of such exchange, renewal, replacement, extension, refinancing or refunding of such Indebtedness, that is equal to or greater than the Average Life of the Indebtedness being so exchanged, renewed, replaced, extended, refinanced or refunded; (iii) in the case of any exchanging, renewing, replacing, extending, refinancing or refunding of Indebtedness subordinated to the Securities (or Redeemable or Preferred Stock that constitutes Indebtedness), the exchanging, renewing, replacing, extending, refinancing or refunding Indebtedness ranks subordinate in right of payment to the Securities to substantially the same extent as, or to a greater extent than, the Indebtedness so exchanged, renewed, replaced, extended, refinanced or refunded; and (iv) no Indebtedness of the Company may be exchanged, renewed, replaced, extended, refinanced or refunded by the Incurrence of Indebtedness or the issuance of Capital Stock by any Restricted Subsidiary that is not a Guarantor; (e) Indebtedness Incurred by the Company or any of its Restricted Subsidiaries under Hedge Agreements to protect the Company or any of its Restricted Subsidiaries from interest or foreign currency risk on Indebtedness permitted to be Incurred by this Indenture or to manage such risk, provided that the notional principal amount of any such Hedge Agreements does not exceed the principal amount of Indebtedness to which such Hedge Agreements relate, and such Hedge Agreements are not for speculative purposes; (f) Indebtedness of the Company and its Consolidated Restricted Subsidiaries for existing on the four consecutive fiscal quarters immediately preceding the issuance of such Issue Date (other than Indebtedness Incurred under clause (as shown by a pro forma consolidated income statement of the Company and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to c) above) (i“Existing Indebtedness”); (g) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired Guarantee by the Company or any Restricted Subsidiary since the first day of the period any Indebtedness permitted to be Incurred under this Indenture; (including giving effect h) Acquired Indebtedness, but only to the pro forma historical earnings extent that (x) the aggregate amount of such company Acquired Indebtedness Incurred under this clause (x) does not exceed $10,000,000 at any time outstanding, or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period(y) exceeds a ratio of 1.6 to 1.0 and (ii), immediately after giving effect to the issuance Incurrence of such Indebtedness and the Company’s Operating Cash Flow Ratio would not exceed 7.0 to 1.0 on a pro forma basis; (if applicablei) the application Indebtedness of the net Company or any of its Restricted Subsidiaries in respect of performance, bid, surety, appeal or similar bonds or completion or performance guarantees provided in the ordinary course of business; (j) Indebtedness of the Company or any of its Restricted Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company (other than guarantees of, or similar obligations under, Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary of the Company for the purpose of financing such acquisition), in an amount not to exceed the gross proceeds thereof to refinance other actually received by the Company or any Restricted Subsidiary in connection with such disposition; (k) Indebtedness, including all outstanding Indebtedness Incurred pursuant to clause (d) above in exchange for, or to renew, replace, extend, refinance or refund any Indebtedness Incurred pursuant to this clause (k), of the Consolidated Leverage Ratio Company or any of its Restricted Subsidiaries represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or any of its Restricted Subsidiaries, in an aggregate principal amount not to exceed $20,000,000 at any one time outstanding; (l) Indebtedness of the Company or any of its Restricted Subsidiaries owed to, including obligations in respect of letters of credit for the benefit of, any Person in connection with workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance provided by such Person to the Company or any of its Restricted Subsidiaries, in each case Incurred in the ordinary course of business; (m) Indebtedness of the Company or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is equal extinguished within two Business Days after its Incurrence; and (n) Indebtedness of the Company or any of its Restricted Subsidiaries, other than Indebtedness permitted pursuant to clauses (a) through (m) of this Section 10.08, which does not exceed $15,000,000 at any time outstanding, including all outstanding Indebtedness Incurred pursuant to clause (d) of this Section 10.08 in exchange for, or less than a ratio of 0.75 to 1.0renew, replace, extend, refinance or refund any such Indebtedness.

Limitation on Consolidated Indebtedness. (a) So long as any of the General Term 2000 Notes are Outstanding and until the General Term 2000 Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or or, if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) ), at which time the Company shall Issuer will be permanently released from the provision provisions of this Section 5105.04, the Company Issuer shall not, and shall not permit any Restricted Consolidated Subsidiary of the Company Issuer to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company Issuer and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company Issuer and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company Issuer or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 1.7 to 1.0 1.0. (b) Notwithstanding the foregoing paragraph, the Issuer or any Restricted Subsidiary may issue, directly or indirectly, the following Indebtedness: (1) Indebtedness of the Issuer to banks not to exceed $1,000,000,000 in aggregate outstanding principal amount at any time; (2) Indebtedness (other than Indebtedness described in clause (1) of this Subsection) outstanding on the date of this Fifth Supplemental Indenture, as set forth on Schedule 5.04(b)(2) attached hereto and made a part hereof, and Indebtedness issued in exchange for, or the proceeds of which are used to refund or refinance, any Indebtedness permitted by this clause (2); provided, however, that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii)) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, immediately after giving effect refunded or refinanced, (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2000 Notes, the Indebtedness is subordinated to the 2000 Notes in right of payment; (3) Indebtedness of the Issuer owed to and held by a Subsidiary and Indebtedness of a Subsidiary owed to and held by the Issuer; provided, however, that, in the case of Indebtedness of the Issuer owed to and held by a Subsidiary, (i) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Subsidiary or (ii) any transfer of such Indebtedness (except to the Issuer or a Subsidiary) shall be deemed for the purposes of this Subsection to constitute the issuance of such Indebtedness by the Issuer; (4) Indebtedness of the Issuer issued in exchange for, or the proceeds of which are used to refund or refinance, Indebtedness of the Issuer issued in accordance with Subsection (a) of this Section, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (if applicableii) the application Indebtedness so issued (A) shall not mature prior to the stated maturity of the net proceeds thereof to refinance other IndebtednessIndebtedness so exchanged, the Consolidated Leverage Ratio is refunded or refinanced, (B) shall have an Average Life equal to or less greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2000 Notes, the Indebtedness so issued is subordinated to the 2000 Notes in right of payment; (5) Indebtedness of a ratio Restricted Subsidiary issued in exchange for, or the proceeds of 0.75 which are used to 1.0refund or refinance, Indebtedness of a Restricted Subsidiary issued in accordance with Subsection (a) of this Section, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, refunded or refinanced and (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced. (6) Indebtedness of a Consolidated Subsidiary issued to acquire, develop, improve, construct or to provide working capital for a gas, oil or electric generation, exploration, production, distribution, storage or transmission facility and related assets, provided that such Indebtedness is without recourse to any assets of the Issuer, Consumers, Enterprises, CMS Generation, NOMECO, CMS Electric and Gas, CMS Gas Transmission and Storage, CMS MST or any other Designated Enterprises Subsidiary; (7) Indebtedness of a Person existing at the time at which such person became a Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. Such Indebtedness shall be deemed to be incurred on the date the acquired Person becomes a Consolidated Subsidiary; (8) Indebtedness issued by the Issuer not to exceed $150,000,000 in aggregate principal amount at any time; and (9) Indebtedness of a Consolidated Subsidiary in respect of rate reduction bonds issued to recover electric restructuring transition costs of Consumers provided that such Indebtedness is without recourse to the assets of Consumers.

Limitation on Consolidated Indebtedness. So long as any of the General Term Notes are Outstanding and until the General Term Notes are rated BBB- or above (or an equivalent ratinga) by Standard & Poor's and one Other Rating Agency (or if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) at which time the The Company shall be permanently released from the provision of this Section 510, the Company --------------------------------------- shall not, and shall not permit any Restricted Subsidiary of the Company to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, Incur any Indebtedness after the Issue Date unless either (a) the ratio of (i) the Consolidated Coverage Ratio aggregate consolidated principal amount of Indebtedness of the Company outstanding as of the most recent available quarterly or annual balance sheet, after giving pro forma effect to the Incurrence of such Indebtedness and its any other Indebtedness Incurred since such balance sheet date and the receipt and application of the proceeds thereof, to (ii) Consolidated Subsidiaries Cash Flow Available for Fixed Charges for the four consecutive full fiscal quarters immediately preceding the Incurrence of such Indebtedness for which consolidated financial statements of the Company have been filed with the Commission or have otherwise become publicly available, determined on a pro forma basis as if any such Indebtedness had been Incurred and the proceeds thereof had been applied at the beginning of such four fiscal quarters, would be less than 5.5 to 1.0 for such four-quarter periods ending on or prior to December 31, 2002 and 5.0 to 1.0 for such periods ending thereafter, or (b) the Company's Consolidated Capital Ratio as of the most recent quarterly or annual balance sheet of the Company that has been filed with the Commission or has otherwise become publicly available, after giving pro forma effect to (x) the Incurrence of such Indebtedness and any other Indebtedness Incurred since such balance sheet date and (y) paid-in capital received since such balance sheet date or concurrently with the Incurrence of such Indebtedness, and in each case the receipt and application of the proceeds thereof, is less than 2.0 to 1.0. (b) Notwithstanding the foregoing limitation, the Company and any Restricted Subsidiary may Incur each and all of the following: (i) Indebtedness under Senior Credit Facilities in an aggregate principal amount outstanding or available at any one time not to exceed $250 million, and any renewal, extension, refinancing or refunding thereof in an amount which, together with any principal amount remaining outstanding or available under all Senior Credit Facilities, does not exceed the aggregate principal amount outstanding or available under all Senior Credit Facilities immediately prior to such renewal, extension, refinancing or refunding; (ii) Indebtedness under Qualified Receivable Facilities in an aggregate principal amount outstanding or available at any one time not to exceed the greater of (x) $150 million or (y) an amount equal to 85% of net Receivables determined in accordance with GAAP, and any renewal, extension, refinancing or refunding thereof in an amount which, together with any principal amount remaining outstanding or available under all Qualified Receivable Facilities, does not exceed the aggregate principal amount outstanding or available under all Qualified Receivable Facilities immediately prior to such renewal, extension, refinancing or refunding; (iii) Purchase Money Indebtedness, provided that the amount of such -------- Purchase Money Indebtedness does not exceed 100% of the cost of the construction, acquisition or improvement of the applicable Telecommunications Assets; (iv) Indebtedness owed by the Company to any Restricted Subsidiary of the Company or Indebtedness owed by a Restricted Subsidiary of the Company to the Company or a Restricted Subsidiary of the Company; provided -------- that upon either (x) the transfer or other disposition by such Restricted Subsidiary or the Company of any Indebtedness so permitted to a Person other than the Company or another Restricted Subsidiary of the Company or (y) the issuance (other than directors' qualifying shares), sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of such Restricted Subsidiary to a Person other than the Company or another such Restricted Subsidiary, if such issuance, sale, lease, transfer or other disposition (as the case may be) shall cause such Restricted Subsidiary to cease to be a Restricted Subsidiary of the Company, the provisions of this clause (iv) shall no longer be applicable to such Indebtedness and such Indebtedness shall be deemed to have been Incurred at the time of such transfer or other disposition; (v) Indebtedness Incurred to renew, extend, refinance or refund (each, a "refinancing") the Notes or Indebtedness outstanding at the date of this First Supplemental Indenture or Purchase Money Indebtedness Incurred pursuant to clause (iii) of this paragraph in an aggregate principal amount not to exceed the aggregate principal amount of and accrued interest on the Indebtedness so refinanced plus the amount of any premium required to be paid in connection with such refinancing pursuant to the terms of the Indebtedness so refinanced or the amount of any premium reasonably determined by the Company as necessary to accomplish such refinancing by means of a tender offer or privately negotiated repurchase, plus the expenses of the Company incurred in connection with such refinancing; provided that Indebtedness the proceeds of which are used to -------- refinance the Notes or Indebtedness which is pari passu to the Notes or Indebtedness which is subordinate in right of payment to the Notes shall only be permitted under this clause (v) if (A) in the case of any refinancing of the Notes or Indebtedness which is pari passu to the Notes, the refinancing Indebtedness is made pari passu to the Notes or constitutes Subordinated Indebtedness, and, in the case of any refinancing of Subordinated Indebtedness, the refinancing Indebtedness constitutes Subordinated Indebtedness and (B) in any case, the refinancing Indebtedness by its terms, or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, (x) does not provide for payments of principal of such Indebtedness at stated maturity or by way of a sinking fund applicable thereto or by way of any mandatory redemption, defeasance, retirement or repurchase thereof by the Company (including any redemption, retirement or repurchase which is contingent upon events or circumstances, but excluding any retirement required by virtue of the acceleration of any payment with respect to such Indebtedness upon any event of default thereunder), in each case prior to the time the same are required by the terms of the Indebtedness being refinanced and (y) does not permit redemption or other retirement (including pursuant to an offer to purchase made by the Company) of such Indebtedness at the option of the Holder thereof prior to the time the same are required by the terms of the Indebtedness being refinanced, other than a redemption or other retirement at the option of the Holder of such Indebtedness (as shown including pursuant to an offer to purchase made by the Company) which is conditioned upon a pro forma consolidated income statement change of control pursuant to provisions substantially similar to those described in Section 4.07 hereof; (vi) Indebtedness consisting of Permitted Interest Rate and Currency Protection Agreements; (vii) Indebtedness (A) in respect of performance, surety or appeal bonds provided in the ordinary course of business or (B) arising from -------- customary agreements providing for indemnification, adjustment of purchase price for closing balance sheet changes within 90 days after closing, or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company and or any of its Consolidated Restricted Subsidiaries pursuant to such agreements, in each case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary of the Company for the four most recent fiscal quarters ending at least 30 days prior purpose of financing such acquisition) and in an aggregate principal amount not to exceed the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net gross proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired actually received by the Company or any Restricted Subsidiary since in connection with such disposition; and (viii) Indebtedness not otherwise permitted to be Incurred pursuant to clauses (i) through (vii) above, which, together with any other outstanding Indebtedness Incurred pursuant to this clause (viii), has an aggregate principal amount not in excess of $50 million at any time outstanding. (c) Notwithstanding any other provision of this Section 4.09, the first day maximum amount of Indebtedness that the Company or a Restricted Subsidiary may Incur pursuant to this Section 4.09, shall not be deemed to be exceeded due solely as the result of fluctuations in the exchange rates of currencies. (d) For purposes of determining any particular amount of Indebtedness under this Section 4.09, (1) Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included and (2) any Liens granted pursuant to the equal and ratable provisions referred to in Section 4.12 hereof shall not be treated as Indebtedness. For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness meets the criteria of more than one of the period (including giving effect types of Indebtedness described in the above clauses, the Company, in its sole discretion, shall classify such item of Indebtedness and only be required to include the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 amount and (ii), immediately after giving effect to the issuance type of such Indebtedness and (if applicable) the application in one of the net proceeds thereof to refinance other Indebtedness, the Consolidated Leverage Ratio is equal to or less than a ratio of 0.75 to 1.0such clauses.

Limitation on Consolidated Indebtedness. So long as any of the General Term 2009 Notes are Outstanding outstanding and until the General Term 2009 Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or or, if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) ), at which time the Company shall Issuer will be permanently released from the provision provisions of this Section 5104.04, the Company Issuer shall not, and shall not permit any Restricted Consolidated Subsidiary of the Company Issuer to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company Issuer and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company Issuer and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company Issuer or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 and (ii), immediately after giving effect to the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness, the Consolidated Leverage Ratio is equal to or less than a ratio of 0.75 1.7 to 1.0.

Limitation on Consolidated Indebtedness. So long as any of the General Term Notes are Outstanding and until the General Term Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) at which time the Company shall be permanently released from the provision of this Section 510, the Company The Issuers shall not, and shall not permit any of their Restricted Subsidiaries to, Incur any Indebtedness unless the Issuers' Indebtedness to EBITDA Ratio at the end of the fiscal quarter immediately preceding the Incurrence of such Indebtedness, after giving pro forma effect to the Incurrence of such Indebtedness and any other Indebtedness Incurred since such date and the receipt and application of the proceeds thereof, would be less than 8.0 to 1 for the period ending December 31, 2005 and 7 to 1 thereafter. Notwithstanding the foregoing paragraph, the Issuers and/or any Restricted Subsidiary of the Company toIssuers, issueas the case may be, createmay Incur the following Indebtedness: (a) Indebtedness of an Issuer or any of its Restricted Subsidiaries, assumeas the case may be, guaranteethat is outstanding or committed at the time of the issuance of the Securities; (b) Indebtedness of an Issuer or any of its Restricted Subsidiaries, incur as the case may be, that is outstanding or committed at the date hereof under the Credit Facility of up to $1.2 billion or, if the Omnipoint Reorganization is completed, under the Anticipated New Credit Facility of up to $3.0 billion (including any letters of credit issued thereunder) and any renewal, extension, refinancing or refunding thereof in an amount which, together with any amount remaining outstanding or committed (x) under the Credit Facility, does not exceed $1.2 billion and (y) under the Anticipated New Credit Facility, does not exceed $3.0 billion, at any time outstanding; provided that this Clause (ii) shall not prohibit an Issuer or any of its Restricted Subsidiaries from Incurring additional Indebtedness under the Credit Facility or the Anticipated New Credit Facility otherwise become liable for permitted pursuant to this Section 1008; (collectivelyc) Telecommunications Indebtedness; (d) Acquired Indebtedness of an Issuer or any of its Restricted Subsidiaries in connection with the acquisition of assets or a new Subsidiary and the incurrence by either Issuer's Restricted Subsidiaries of Indebtedness as a result of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary; provided that, "issue"in the case of any such incurrence of Acquired Indebtedness, such Acquired Indebtedness was incurred by the prior owner of such assets or such Restricted Subsidiary prior to such acquisition by the applicable Issuer or one of its Restricted Subsidiaries and was not incurred in connection with, or in contemplation of, the acquisition by the applicable Issuer or one of its Restricted Subsidiaries; and provided further that, in the case of any incurrence pursuant to this clause (iv), directly as a result of such acquisition by an Issuer or indirectlyone of its Restricted Subsidiaries, the Issuers and their respective Restricted Subsidiaries would be permitted to incur an additional $1.00 of Indebtedness pursuant to the first paragraph of this Section 1008, as applicable; (e) Indebtedness of an Issuer or any of its Restricted Subsidiaries represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of such Issuer or such Restricted Subsidiary, in an aggregate principal amount, including all Indebtedness incurred to refund, refinance or replace any other Indebtedness incurred pursuant to this clause (v), not to exceed $25 million at any one time outstanding; (f) Indebtedness owed by an Issuer to any Restricted Subsidiary of such Issuer (provided that such Indebtedness is at all times held by a Person which is a Restricted Subsidiary of the Issuer) or Indebtedness owed by a Restricted Subsidiary of such Issuer to such Issuer or a Restricted Subsidiary of such Issuer (provided that such Indebtedness is at all times held by such Issuer or a Person which is a Restricted Subsidiary of such Issuer); provided, however, that for purposes of this Section 1008, upon either (x) the transfer or other disposition by such Restricted Subsidiary or such Issuer of any Indebtedness unless so permitted to a Person other than such Issuer or another Restricted Subsidiary of such Issuer or (y) the issuance (other than directors' qualifying shares), sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of such Restricted Subsidiary to a Person other than the Issuer or another such Restricted Subsidiary, the provisions of this Clause (vi) shall no longer be applicable to such Indebtedness and such Indebtedness shall be deemed to have been Incurred at the time of such transfer or other disposition; (g) Indebtedness of an Issuer or any of its Restricted Subsidiaries to renew, extend, refinance or refund any Indebtedness of such Issuer or any of its Restricted Subsidiaries outstanding or committed on the date of renewal, extension, refinancing or refunding other than Indebtedness Incurred pursuant to Clause (ii) or (vi) above; provided, however, that such Indebtedness does not exceed the principal amount of outstanding or committed Indebtedness so renewed, extended, refinanced or refunded plus financing fees and other expenses (including make-whole or other repurchase payments or premiums) associated therewith; and provided further, that (A) such renewing, extending, refinancing or refunding Indebtedness has a final maturity date the same as or later than the final maturity date of the Indebtedness being renewed, extended, refinanced or refunded; (B) in the case of any refinancing or refunding of Indebtedness pari passu to the Securities, the refinancing or refunding Indebtedness is made pari passu or subordinated to the Securities and, in the case of any refinancing or refunding of Indebtedness subordinated to the Securities, the refinancing or refunding Indebtedness is made subordinate to the Securities to substantially the same extent as the Indebtedness refinanced or refunded; and (C) such renewing, extending, refinancing or refunding Indebtedness has an Average Life equal to or longer than the life of the Indebtedness being renewed, extended, refinanced or refunded; (h) any Guarantee by any Restricted Subsidiary of any Indebtedness incurred under the Credit Facility or the Anticipated New Credit Facility, as applicable, in compliance with this Section 1008; (i) Indebtedness of an Issuer of any of its Restricted Subsidiaries under (or constituting reimbursement obligations with respect to) letters of credit, performance or surety bonds or similar instruments issued in the Consolidated Coverage Ratio ordinary course of a Telecommunications Business, including letters of credit in respect of workers' compensation claims or self-insurance, provided, however, that upon the Company and drawing of any such letter of credit or other instrument, such obligations are reimbursed within 90 days following such drawing; (j) Indebtedness arising from agreements providing for indemnification, purchase price adjustments or similar obligations, or from guarantees of letters of credit, surety bonds or performance bonds securing any obligation of an Issuer or any of its Consolidated Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of an Issuer (other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary of such Issuer for the four consecutive fiscal quarters immediately preceding purpose of financing such acquisition), in an amount not to exceed the gross proceeds actually received by such Issuer or any Restricted Subsidiary in connection with such disposition; (k) Indebtedness Incurred by an Issuer or any of its Restricted Subsidiary under Interest Rate Agreements or Currency Protection Agreements to hedge permitted Indebtedness; (l) Indebtedness of Omnipoint, Aerial or any of their respective Subsidiaries that is outstanding or committed at the time of the issuance of the Securities; (m) Indebtedness evidenced by the Securities or otherwise arising under this Indenture; (n) Indebtedness due and owing to governmental entities in connection with telecommunication license fees or Indebtedness incurred to finance the payment of deposits with and licensing fees to the FCC in connection with FCC license auctions; and (o) Indebtedness of an Issuer or any of its Restricted Subsidiaries not otherwise permitted to be Incurred pursuant to Clauses (i) through (xiv) above, which, together with any other outstanding Indebtedness Incurred pursuant to this Clause (xv), has an aggregate principal amount not in excess of $50 million at any time outstanding or committed. Notwithstanding the foregoing, the maximum amount of Indebtedness that either Issuer or any of its Restricted Subsidiaries may incur shall not be deemed to be exceeded due solely to the result of fluctuations in the exchange rates of currencies. For purposes of determining any particular amount of Indebtedness under the foregoing clauses, (1) Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included and (2) any Liens granted pursuant to the equal and ratable provisions of Section 1012 shall not be treated as Indebtedness. For purposes of determining compliance with the Indebtedness (as shown by a pro forma consolidated income statement incurrence restriction, in the event that an item of Indebtedness meets the criteria of more than one of the Company types of Indebtedness described in the above clauses, VoiceStream or VoiceStream Holdings, as the case may be, in its respective sole discretion shall classify such item of Indebtedness and its Consolidated Subsidiaries for only be required to include the four most recent fiscal quarters ending at least 30 days prior to the issuance amount and type of such Indebtedness after giving effect to (i) the issuance in one of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 and (ii), immediately after giving effect to the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness, the Consolidated Leverage Ratio is equal to or less than a ratio of 0.75 to 1.0clauses.

Limitation on Consolidated Indebtedness. So long as any of the General Term Notes are Outstanding and until the General Term Notes are rated BBB- or above (or an equivalent ratinga) by Standard & Poor's and one Other Rating Agency (or if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) at which time the The Company shall be permanently released from the provision of this Section 510, the Company --------------------------------------- shall not, and shall not permit any Restricted Subsidiary of the Company to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, Incur any Indebtedness after the Issue Date unless either (a) the ratio of (i) the Consolidated Coverage Ratio aggregate consolidated principal amount of Indebtedness of the Company outstanding as of the most recent available quarterly or annual balance sheet, after giving pro forma effect to the Incurrence of such Indebtedness and its any other Indebtedness Incurred since such balance sheet date and the receipt and application of the proceeds thereof, to (ii) Consolidated Subsidiaries Cash Flow Available for Fixed Charges for the four consecutive full fiscal quarters immediately preceding the Incurrence of such Indebtedness for which consolidated financial statements of the Company have been filed with the Commission or have otherwise become publicly available, determined on a pro forma basis as if any such Indebtedness had been Incurred and the proceeds thereof had been applied at the beginning of such four fiscal quarters, would be less than 5.5 to 1.0 for such four-quarter periods ending on or prior to December 31, 2000 and 5.0 to 1.0 for such periods ending thereafter, or (b) the Company's Consolidated Capital Ratio as of the most recent quarterly or annual balance sheet of the Company that has been filed with the Commission or has otherwise become publicly available, after giving pro forma effect to (x) the Incurrence of such Indebtedness and any other Indebtedness Incurred since such balance sheet date and (y) paid-in capital received since such balance sheet date or concurrently with the Incurrence of such Indebtedness, and in each case the receipt and application of the proceeds thereof, is less than 2.0 to 1.0. (b) Notwithstanding the foregoing limitation, the Company and any Restricted Subsidiary may Incur each and all of the following: (i) Indebtedness under Senior Credit Facilities in an aggregate principal amount outstanding or available at any one time not to exceed $100 million, and any renewal, extension, refinancing or refunding thereof in an amount which, together with any principal amount remaining outstanding or available under all Senior Credit Facilities, does not exceed the aggregate principal amount outstanding or available under all Senior Credit Facilities immediately prior to such renewal, extension, refinancing or refunding; (ii) Indebtedness under Qualified Receivable Facilities in an aggregate principal amount outstanding or available at any one time not to exceed the greater of (x) $150 million or (y) an amount equal to 85% of net Receivables determined in accordance with GAAP, and any renewal, extension, refinancing or refunding thereof in an amount which, together with any principal amount remaining outstanding or available under all Qualified Receivable Facilities, does not exceed the aggregate principal amount outstanding or available under all Qualified Receivable Facilities immediately prior to such renewal, extension, refinancing or refunding; (iii) Purchase Money Indebtedness, provided that the amount of such Purchase Money Indebtedness does not exceed 90% of the cost of the construction, acquisition or improvement of the applicable Telecommunications Assets; (iv) Indebtedness owed by the Company to any Wholly-Owned Restricted Subsidiary of the Company or Indebtedness owed by a Restricted Subsidiary of the Company to the Company or a Wholly-Owned Restricted Subsidiary of the Company; provided that upon either (x) the transfer or other disposition by such Wholly- Owned Restricted Subsidiary or the Company of any Indebtedness so permitted to a Person other than the Company or another Wholly-Owned Restricted Subsidiary of the Company or (y) the issuance (other than directors' qualifying shares), sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of such Wholly-Owned Restricted Subsidiary to a Person other than the Company or another such Wholly-Owned Restricted Subsidiary, the provisions of this clause (iv) shall no longer be applicable to such Indebtedness and such Indebtedness shall be deemed to have been Incurred at the time of such transfer or other disposition; (v) Indebtedness Incurred to renew, extend, refinance or refund (each, a "refinancing") the Notes or Indebtedness outstanding at the date of the Indenture or Purchase Money Indebtedness Incurred pursuant to clause (iii) of this paragraph in an aggregate principal amount not to exceed the aggregate principal amount of and accrued interest on the Indebtedness so refinanced plus the amount of any premium required to be paid in connection with such refinancing pursuant to the terms of the Indebtedness so refinanced or the amount of any premium reasonably determined by the Company as necessary to accomplish such refinancing by means of a tender offer or privately negotiated repurchase, plus the expenses of the Company incurred in connection with such refinancing; provided that Indebtedness the proceeds of which are used to refinance the Notes or Indebtedness which is pari passu to the Notes or Indebtedness which is subordinate in right of payment to the Notes shall only be permitted under this clause (v) if (A) in the case of any refinancing of the Notes or Indebtedness which is pari passu to the Notes, the refinancing Indebtedness is made pari passu to the Notes or constitutes Subordinated Indebtedness, and, in the case of any refinancing of Subordinated Indebtedness, the refinancing Indebtedness constitutes Subordinated Indebtedness and (B) in any case, the refinancing Indebtedness by its terms, or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, (x) does not provide for payments of principal of such Indebtedness at stated maturity or by way of a sinking fund applicable thereto or by way of any mandatory redemption, defeasance, retirement or repurchase thereof by the Company (including any redemption, retirement or repurchase which is contingent upon events or circumstances, but excluding any retirement required by virtue of the acceleration of any payment with respect to such Indebtedness upon any event of default thereunder), in each case prior to the time the same are required by the terms of the Indebtedness being refinanced and (y) does not permit redemption or other retirement (including pursuant to an offer to purchase made by the Company) of such Indebtedness at the option of the Holder thereof prior to the time the same are required by the terms of the Indebtedness being refinanced, other than a redemption or other retirement at the option of the Holder of such Indebtedness (as shown including pursuant to an offer to purchase made by the Company) which is conditioned upon a pro forma consolidated income statement change of control pursuant to provisions substantially similar to those described in Section 4.07 hereof; (vi) Indebtedness consisting of Permitted Interest Rate and Currency Protection Agreements; (vii) Indebtedness (A) in respect of performance, surety or appeal bonds provided in the ordinary course of business or (B) arising from customary agreements providing for indemnification, adjustment of purchase price for closing balance sheet changes within 90 days after closing, or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company and or any of its Consolidated Restricted Subsidiaries pursuant to such agreements, in each case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary of the Company for the four most recent fiscal quarters ending at least 30 days prior purpose of financing such acquisition) and in an aggregate principal amount not to exceed the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net gross proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired actually received by the Company or any Restricted Subsidiary since in connection with such disposition; and (viii) Indebtedness not otherwise permitted to be Incurred pursuant to clauses (i) through (vii) above, which, together with any other outstanding Indebtedness Incurred pursuant to this clause (viii), has an aggregate principal amount not in excess of $10 million at any time outstanding. (c) Notwithstanding any other provision of this Section 4.10, the first day maximum amount of Indebtedness that the Company or a Restricted Subsidiary may Incur pursuant to this Section 4.10, shall not be deemed to be exceeded due solely as the result of fluctuations in the exchange rates of currencies. (d) For purposes of determining any particular amount of Indebtedness under this Section 4.10, (1) Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included and (2) any Liens granted pursuant to the equal and ratable provisions referred to in Section 4.13 hereof shall not be treated as Indebtedness. For purposes of determining compliance with this Section 4.10, in the event that an item of Indebtedness meets the criteria of more than one of the period (including giving effect types of Indebtedness described in the above clauses, the Company, in its sole discretion, shall classify such item of Indebtedness and only be required to include the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 amount and (ii), immediately after giving effect to the issuance type of such Indebtedness and (if applicable) the application in one of the net proceeds thereof to refinance other Indebtedness, the Consolidated Leverage Ratio is equal to or less than a ratio of 0.75 to 1.0such clauses.

Limitation on Consolidated Indebtedness. (a) So long as any of the General Term 2011 Notes are Outstanding outstanding and until the General Term 2011 Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or or, if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) ), at which time the Company shall Issuer will be permanently released from the provision provisions of this Section 5104.04, the Company Issuer shall not, and shall not permit any Restricted Consolidated Subsidiary of the Company Issuer to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company Issuer and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company Issuer and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company Issuer or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 1.7 to 1.0 1.0. (b) Notwithstanding the foregoing paragraph, the Issuer or any Restricted Subsidiary may issue, directly or indirectly, the following Indebtedness: (1) Indebtedness of the Issuer to banks not to exceed $1,000,000,000 in aggregate outstanding principal amount at any time; (2) Indebtedness (other than Indebtedness described in clause (1) of this Subsection) outstanding on the date of this Seventh Supplemental Indenture, as set forth on Schedule 4.04(b)(2) attached hereto and made a part hereof, and Indebtedness issued in exchange for, or the proceeds of which are used to refund or refinance, any Indebtedness permitted by this clause (2); provided, however, that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii)) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, immediately after giving effect refunded or refinanced, (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2011 Notes, the Indebtedness is subordinated to the 2011 Notes in right of payment; (3) Indebtedness of the Issuer owed to and held by a Subsidiary and Indebtedness of a Subsidiary owed to and held by the Issuer; provided, however, that, in the case of Indebtedness of the Issuer owed to and held by a Subsidiary, (i) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Subsidiary or (ii) any transfer of such Indebtedness (except to the Issuer or a Subsidiary) shall be deemed for the purposes of this Subsection to constitute the issuance of such Indebtedness by the Issuer; (4) Indebtedness of the Issuer issued in exchange for, or the proceeds of which are used to refund or refinance, Indebtedness of the Issuer issued in accordance with Subsection (a) of this Section, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (if applicableii) the application Indebtedness so issued (A) shall not mature prior to the stated maturity of the net proceeds thereof to refinance other IndebtednessIndebtedness so exchanged, the Consolidated Leverage Ratio is refunded or refinanced, (B) shall have an Average Life equal to or less greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2011 Notes, the Indebtedness so issued is subordinated to the 2011 Notes in right of payment; (5) Indebtedness of a ratio Restricted Subsidiary issued in exchange for, or the proceeds of 0.75 which are used to 1.0refund or refinance, Indebtedness of a Restricted Subsidiary issued in accordance with Subsection (a) of this Section, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, refunded or refinanced and (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced. (6) Indebtedness of a Consolidated Subsidiary issued to acquire, develop, improve, construct or to provide working capital for a gas, oil or electric generation, exploration, production, distribution, storage or transmission facility and related assets, provided that such Indebtedness is without recourse to any assets of the Issuer, Consumers, Enterprises, CMS Generation, CMS Oil & Gas, CMS Electric and Gas, CMS Gas Transmission, CMS MST or any other Designated Enterprises Subsidiary; (7) Indebtedness of a Person existing at the time at which such person became a Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. Such Indebtedness shall be deemed to be incurred on the date the acquired Person becomes a Consolidated Subsidiary; (8) Indebtedness issued by the Issuer not to exceed $150,000,000 in aggregate principal amount at any time; and (9) Indebtedness of a Consolidated Subsidiary in respect of rate reduction bonds issued to recover electric restructuring transition costs of Consumers provided that such Indebtedness is without recourse to the assets of Consumers.

Limitation on Consolidated Indebtedness. So long as any of the General Term Notes are Outstanding and until the General Term Notes are rated BBB- or above (or an equivalent ratinga) by Standard & Poor's and one Other Rating Agency (or if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) at which time the Company shall be permanently released from the provision of this Section 510, the The Company shall not, and shall not permit any Restricted Subsidiary of the Company its Subsidiaries to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, Incur any Indebtedness unless (i) after giving effect to such event on a pro forma basis, the Company’s Consolidated Coverage EBITDA Ratio of the Company and its Consolidated Subsidiaries for the four consecutive full fiscal quarters immediately preceding such event for which internal financial statements are available, taken as one period, is greater than or equal to 2.00 to 1.00 (such condition not being applicable to the issuance Incurrence of Permitted Indebtedness). (b) For purposes of determining compliance with this Section 4.05, in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of Permitted Indebtedness or is entitled to be Incurred pursuant to the ratio set forth in Section 4.05(a) hereof, the Company is entitled to Incur such Indebtedness in part under any combination thereof, and the Company shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness (as shown by a pro forma consolidated income statement or any portion thereof) in any manner that complies with this Section 4.05. (c) Accrual of interest, the accretion of accreted value, amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms or in the form of common stock of the Company and its Consolidated Subsidiaries for Company, the four most recent fiscal quarters ending at least 30 days prior to payment of dividends on Preferred Stock in the issuance form of such Indebtedness after giving effect to (i) the issuance additional shares of such Indebtedness and (if applicable) the application Preferred Stock of the net proceeds thereof to refinance other same class, the accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as if such a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and described in clause (iii) the acquisition of any company or business acquired by the Company or any Subsidiary since the first day of the period (including giving effect definition of “Indebtedness” will not be deemed to be an Incurrence of Indebtedness for purposes of this covenant. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the pro forma historical earnings determination of a particular amount of Indebtedness shall not be included in the determination of such company amount of Indebtedness; provided, however, that the Incurrence of the Indebtedness represented by such guarantee or business), including any acquisition which will be consummated contemporaneously with the issuance letter of such Indebtednesscredit, as if the case may be, was in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 and (ii), immediately after giving effect to the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness, the Consolidated Leverage Ratio is equal to or less than a ratio of 0.75 to 1.0compliance with this Section 4.05.

Limitation on Consolidated Indebtedness. a. So long as any of the General Term Notes X-TRAS are Outstanding and until the General Term Notes are senior unsecured debt of the Issuer is rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or or, if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) ), at which time the Company shall Issuer will be permanently released from the provision provisions of this Section 5104.03, the Company Issuer shall not, and shall not permit any Restricted Consolidated Subsidiary of the Company Issuer to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company Issuer and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company Issuer and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company Issuer or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 1.7 to 1.0 1.0. b. Notwithstanding the foregoing paragraph, the Issuer or any Restricted Subsidiary may issue, directly or indirectly, the following Indebtedness: (a) Indebtedness of the Issuer to banks not to exceed $1,000,000,000 in aggregate outstanding principal amount at any time; (b) Indebtedness (other than Indebtedness described in clause (1) of this Subsection) outstanding on the date of this Sixth Supplemental Indenture, as set forth on Schedule 4.03(b)(2) attached hereto and made a part hereof, and Indebtedness issued in exchange for, or the proceeds of which are used to refund or refinance, any Indebtedness permitted by this clause (2); provided, however, that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii)) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, immediately after giving effect refunded or refinanced, (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the X-TRAS, the Indebtedness is subordinated to the X-TRAS in right of payment; (c) Indebtedness of the Issuer owed to and held by a Subsidiary and Indebtedness of a Subsidiary owed to and held by the Issuer; provided, however, that, in the case of Indebtedness of the Issuer owed to and held by a Subsidiary, (i) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Subsidiary or (ii) any transfer of such Indebtedness (except to the Issuer or a Subsidiary) shall be deemed for the purposes of this Subsection to constitute the issuance of such Indebtedness by the Issuer; (d) Indebtedness of the Issuer issued in exchange for, or the proceeds of which are used to refund or refinance, Indebtedness of the Issuer issued in accordance with Subsection (a) of this Section, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (if applicableii) the application Indebtedness so issued (A) shall not mature prior to the stated maturity of the net proceeds thereof to refinance other IndebtednessIndebtedness so exchanged, the Consolidated Leverage Ratio is refunded or refinanced, (B) shall have an Average Life equal to or less greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the X-TRAS, the Indebtedness so issued is subordinated to the X- TRAS in right of payment; (e) Indebtedness of a ratio Restricted Subsidiary issued in exchange for, or the proceeds of 0.75 which are used to 1.0refund or refinance, Indebtedness of a Restricted Subsidiary issued in accordance with Subsection (a) of this Section, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, refunded or refinanced and (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced. (f) Indebtedness of a Consolidated Subsidiary issued to acquire, develop, improve, construct or to provide working capital for a gas, oil or electric generation, exploration, production, distribution, storage or transmission facility and related assets, provided that such Indebtedness is without recourse to any assets of the Issuer, Consumers, Enterprises, CMS Generation, NOMECO, CMS Electric and Gas, CMS Gas Transmission and Storage, CMS MST or any other Designated Enterprises Subsidiary; (g) Indebtedness of a Person existing at the time at which such person became a Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. Such Indebtedness shall be deemed to be incurred on the date the acquired Person becomes a Consolidated Subsidiary; (h) Indebtedness issued by the Issuer not to exceed $150,000,000 in aggregate principal amount at any time; and (i) Indebtedness of a Consolidated Subsidiary in respect of rate reduction bonds issued to recover electric restructuring transition costs of Consumers provided that such Indebtedness is without recourse to the assets of Consumers.

Limitation on Consolidated Indebtedness. So long as any of the General Term Notes are Outstanding and until the General Term Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) at which time the Company shall be permanently released from the provision of this Section 510, the The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, Incur any Indebtedness, including Acquired Indebtedness, except that the Company may Incur Indebtedness, if the Company's Operating Cash Flow Ratio would have been less than 7.0 to 1.0, and if such Indebtedness proposed to be Incurred is Senior Indebtedness, then the Company's Senior Operating Cash Flow Ratio would also have been less than 4.75 to 1.0. Notwithstanding the above, the Company and its Restricted Subsidiaries may Incur the following Indebtedness without regard to the above limitations: (a) Indebtedness evidenced by the Securities on the Issue Date and a like principal amount of Exchange Securities to be issued pursuant to the terms of the Registration Rights Agreement; (b) Indebtedness, letters of credit and bankers' acceptances Incurred by the Company under the Credit Agreement in an aggregate principal amount not to exceed $600,724,446 at any time outstanding, reduced by the amount of repayments and permanent reductions of Indebtedness Incurred under this clause (b) due to the application of Net Cash Proceeds after the Issue Date pursuant to Section 10.14; (c) Indebtedness of the Company or any of its Restricted Subsidiaries owing to the Company or any of its Restricted Subsidiaries ("Intercompany Indebtedness"); provided that (A) in the case of any such Indebtedness of the Company, such obligations will be unsecured and subordinated by their terms in all respects to the Holders' rights pursuant to the Securities, and (B) if any event occurs that causes a Person that is a Restricted Subsidiary to no longer be a Restricted Subsidiary, then this clause (c) will no longer be applicable to such Indebtedness of that Person; (d) Indebtedness of the Company or any Restricted Subsidiary issued in exchange for, or to renew, replace, extend, refinance or refund, any Indebtedness of the Company or such Restricted Subsidiary Incurred pursuant to clauses (a), (d), (f), (h), (k) or (n) of this Section 10.08 or pursuant to the first paragraph of this Section 10.08, which Indebtedness was outstanding or committed on the date of exchange, renewal, replacement, extension, refinancing or refunding; provided, however, that: (A) such Indebtedness does not exceed the principal amount (or in the case of Redeemable Stock or Preferred Stock that constitutes Indebtedness, the aggregate redemption or repurchase price or liquidation value) of outstanding or committed Indebtedness so exchanged, renewed, replaced, extended, refinanced or refunded plus all accrued interest, dividends and premiums on the Indebtedness and all fees, expenses, penalties and premiums incurred in connection therewith; (B) such exchanging, renewing, replacing, extending, refinancing or refunding Indebtedness has (x) a final maturity that is later than the final maturity of the Indebtedness being so exchanged, renewed, replaced, extended, refinanced or refunded, and (y) an Average Life, at the time of such exchange, renewal, replacement, extension, refinancing or refunding of such Indebtedness, that is equal to or greater than the Average Life of the Indebtedness being so exchanged, renewed, replaced, extended, refinanced or refunded; (C) in the case of any exchanging, renewing, replacing, extending, refinancing or refunding of Indebtedness subordinated to the Securities (or Preferred Stock that constitutes Indebtedness), the exchanging, renewing, replacing, extending, refinancing or refunding Indebtedness ranks subordinate in right of payment to the Securities to substantially the same extent as, or to a greater extent than, the Indebtedness so exchanged, renewed, replaced, extended, refinanced or refunded; and (D) no Indebtedness of the Company may be exchanged, renewed, replaced, extended, refinanced or refunded by the Incurrence of Indebtedness or the issuance of Capital Stock by any Restricted Subsidiary; (e) Indebtedness Incurred by the Company or any of its Restricted Subsidiaries under Hedge Agreements to protect the Company or any of its Restricted Subsidiaries from interest or foreign currency risk on Indebtedness permitted to be Incurred by this Indenture or to manage such risk; provided, that the notional principal amount of any such Hedge Agreements does not exceed the principal amount of Indebtedness to which such Hedge Agreements relate, and such Hedge Agreements are not for speculative purposes; (f) Indebtedness of the Company and its Restricted Subsidiaries existing on the Issue Date (other than Indebtedness Incurred under clause (c) of this Section 10.08) ("Existing Indebtedness"); (g) any guarantee by any Restricted Subsidiary of any Indebtedness Incurred under the Credit Agreement under clause (b) of this Section 10.08; (h) Acquired Indebtedness of the Company; provided that, on a pro forma basis after giving effect to the Incurrence of such Acquired Indebtedness, the Company would be able to Incur at least $1.00 of additional Indebtedness pursuant to the provisions described under the first paragraph of this Section 10.08, and if such Acquired Indebtedness is Senior Indebtedness, the Company would also be able to Incur at least $1.00 of additional Senior Indebtedness pursuant to the provisions described under the first paragraph of this Section 10.08; (i) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of performance, bid, surety, appeal or similar bonds or completion or performance guarantees provided in the ordinary course of business; (j) Indebtedness of the Company or any of its Restricted Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Subsidiary of the Company (other than guarantees of, or similar obligations under, Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary of the Company to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"the purpose of financing such acquisition), directly in an amount not to exceed the gross proceeds actually received by the Company or indirectly, any Restricted Subsidiary in connection with such disposition; (k) Indebtedness unless (i) the Consolidated Coverage Ratio of the Company and or any of its Consolidated Restricted Subsidiaries represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, Incurred for the four consecutive fiscal quarters immediately preceding purpose of financing all or any part of the issuance purchase price or cost of such Indebtedness (as shown by a pro forma consolidated income statement construction or improvement of property, plant or equipment used in the business of the Company or any of its Restricted Subsidiaries, in an aggregate principal amount, including all Indebtedness Incurred pursuant to clause (d) of this Section 10.08 above in exchange for, or to renew, replace, extend, refinance or refund any Indebtedness Incurred pursuant to this clause (k), not to exceed the greater of 1.0% of Total Assets at any time outstanding and $12.0 million; (l) Indebtedness of the Company or any of its Consolidated Restricted Subsidiaries owed to, including obligations in respect of letters of credit for the four most recent fiscal quarters ending at least 30 days prior benefit of, any Person in connection with workers' compensation, health, disability or other employee benefits or property, casualty or liability insurance provided by such Person to the issuance Company or any of its Restricted Subsidiaries, in each case Incurred in the ordinary course of business; (m) Indebtedness of the Company or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, that such Indebtedness is extinguished within two Business Days after giving effect its Incurrence; and (n) Indebtedness of the Company or any of its Restricted Subsidiaries, other than Indebtedness permitted pursuant to clauses (ia) through (m) of this Section 10.08, which does not exceed $35 million at any time outstanding including all Indebtedness Incurred pursuant to clause (d) of this Section 10.08, in exchange for, or to renew, replace, extend, refinance or refund any such Indebtedness. For the issuance avoidance of such doubt, all Indebtedness and (if applicable) outstanding under the Credit Agreement on the Issue Date, after application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with from the issuance of the Securities (other than Additional Securities), shall be deemed to have been Incurred under clause (b) of this Section 10.08. For purposes of determining compliance with this Section 10.08, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories described in clause (a) and clauses (c) through (n) of this Section 10.08, or is entitled to be Incurred pursuant to the first paragraph of this Section 10.08, the Company, in its sole discretion, will be permitted to classify such item of Indebtedness on the date of its Incurrence, or later reclassify such item of Indebtedness, as if in each case such acquisition occurred at any manner that complies with this Section 10.08. The accrual of interest, the beginning accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms and payments of dividends on Redeemable Stock or Preferred Stock in the form of additional shares of the period) exceeds a ratio same class of 1.6 Redeemable Stock or Preferred Stock will not be deemed to 1.0 and (ii), immediately after giving effect to the be an Incurrence of Indebtedness or an issuance of such Indebtedness and (if applicable) Redeemable Stock or Preferred Stock for the application purposes of the net proceeds thereof to refinance other Indebtedness, the Consolidated Leverage Ratio is equal to or less than a ratio of 0.75 to 1.0this Section 10.08.

Limitation on Consolidated Indebtedness. (a) So long as any of the General Term 2010 Notes are Outstanding outstanding and until the General Term 2010 Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or or, if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) ), at which time the Company shall Issuer will be permanently released from the provision provisions of this Section 5104.04, the Company Issuer shall not, and shall not permit any Restricted Consolidated Subsidiary of the Company Issuer to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company Issuer and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company Issuer and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company Issuer or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 1.0. (b) Notwithstanding the foregoing paragraph, the Issuer or any Restricted Subsidiary may issue, directly or indirectly, the following Indebtedness: (1) Indebtedness of the Issuer to banks not to exceed $1,000,000,000 in aggregate outstanding principal amount at any time; (2) Indebtedness (other than Indebtedness described in Section 4.04(b)(1) hereof) outstanding on the date of this Fourteenth Supplemental Indenture, as set forth on Schedule 4.04(b)(2) attached hereto and made a part hereof, and Indebtedness issued in exchange for, or the proceeds of which are used to refund or refinance, any Indebtedness permitted by this clause (2); provided, however, that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii)) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, immediately after giving effect refunded or refinanced, (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2010 Notes, the Indebtedness is subordinated to the 2010 Notes in right of payment; (3) Indebtedness of the Issuer owed to and held by a Subsidiary and Indebtedness of a Subsidiary owed to and held by the Issuer; provided, however, that, in the case of Indebtedness of the Issuer owed to and held by a Subsidiary, (i) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Subsidiary or (ii) any transfer of such Indebtedness (except to the Issuer or a Subsidiary) shall be deemed for the purposes of this Section 4.04(b) to constitute the issuance of such Indebtedness by the Issuer; (4) Indebtedness of the Issuer issued in exchange for, or the proceeds of which are used to refund or refinance, Indebtedness of the Issuer issued in accordance with Section 4.04(a) hereof, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (if applicableii) the application Indebtedness so issued (A) shall not mature prior to the stated maturity of the net proceeds thereof to refinance other IndebtednessIndebtedness so exchanged, the Consolidated Leverage Ratio is refunded or refinanced, (B) shall have an Average Life equal to or less greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2010 Notes, the Indebtedness so issued is subordinated to the 2010 Notes in right of payment; (5) Indebtedness of a ratio Restricted Subsidiary issued in exchange for, or the proceeds of 0.75 which are used to 1.0refund or refinance, Indebtedness of a Restricted Subsidiary issued in accordance with Section 4.04(a) hereof, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, refunded or refinanced and (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced. (6) Indebtedness of a Consolidated Subsidiary issued to acquire, develop, improve, construct or to provide working capital for a gas, oil or electric generation, exploration, production, distribution, storage or transmission facility and related assets, provided that such Indebtedness is without recourse to any assets of the Issuer, Consumers, Enterprises, CMS Generation, CMS Electric and Gas, CMS Gas Transmission, CMS MST or any other Designated Enterprises Subsidiary; (7) Indebtedness of a Person existing at the time at which such Person became a Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. Such Indebtedness shall be deemed to be incurred on the date the acquired Person becomes a Consolidated Subsidiary; (8) Indebtedness issued by the Issuer not to exceed $150,000,000 in aggregate principal amount at any time; and (9) Indebtedness of a Consolidated Subsidiary in respect of rate reduction bonds issued to recover electric restructuring transition costs of Consumers, provided that such Indebtedness is without recourse to the assets of Consumers.

Limitation on Consolidated Indebtedness. So long as any of the General Term Notes are Outstanding and until the General Term Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) at which time the Company shall be permanently released from the provision of this Section 510, the Company shall not, and shall not permit any Restricted Subsidiary of the Company to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 and (ii), immediately after giving effect to the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness, the Consolidated Leverage Ratio is equal to or less than a ratio of 0.75 to 1.0.consummated

Limitation on Consolidated Indebtedness. (a) So long as any of the General Term Notes X-TRAS are Outstanding and until senior unsecured debt of the General Term Notes are issuer is rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or or, if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) ), at which time the Company shall Issuer will be permanently released from the provision provisions of this Section 5104.03, the Company Issuer shall not, and shall not permit any Restricted Consolidated Subsidiary of the Company Issuer to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company Issuer and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company Issuer and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company Issuer or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 1.7 to 1.0 1.0. (b) Notwithstanding the foregoing paragraph, the Issuer or any Restricted Subsidiary may issue, directly or indirectly, the following Indebtedness: (1) Indebtedness of the Issuer to banks not to exceed $1,000,000,000 in aggregate outstanding principal amount at any time; (2) Indebtedness (other than Indebtedness described in clause (1) of this Subsection) outstanding on the date of this Sixth Supplemental Indenture, as set forth on Schedule 4.03(b)(2) attached hereto and made a part hereof, and Indebtedness issued in exchange for, or the proceeds of which are used to refund or refinance, any Indebtedness permitted by this clause (2); provided, however, that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii)) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, immediately after giving effect refunded or refinanced, (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the X-TRAS, the Indebtedness is subordinated to the X-TRAS in right of payment; (3) Indebtedness of the Issuer owed to and held by a Subsidiary and Indebtedness of a Subsidiary owed to and held by the Issuer; provided, however, that, in the case of Indebtedness of the Issuer owed to and held by a Subsidiary, (i) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Subsidiary or (ii) any transfer of such Indebtedness (except to the Issuer or a Subsidiary) shall be deemed for the purposes of this Subsection to constitute the issuance of such Indebtedness by the Issuer; (4) Indebtedness of the Issuer issued in exchange for, or the proceeds of which are used to refund or refinance, Indebtedness of the Issuer issued in accordance with Subsection (a) of this Section, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (if applicableii) the application Indebtedness so issued (A) shall not mature prior to the stated maturity of the net proceeds thereof to refinance other IndebtednessIndebtedness so exchanged, the Consolidated Leverage Ratio is refunded or refinanced, (B) shall have an Average Life equal to or less greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the X-TRAS, the Indebtedness so issued is subordinated to the X-TRAS in right of payment; (5) Indebtedness of a ratio Restricted Subsidiary issued in exchange for, or the proceeds of 0.75 which are used to 1.0refund or refinance, Indebtedness of a Restricted Subsidiary issued in accordance with Subsection (a) of this Section, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, refunded or refinanced and (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced. (6) Indebtedness of a Consolidated Subsidiary issued to acquire, develop, improve, construct or to provide working capital for a gas, oil or electric generation, exploration, production, distribution, storage or transmission facility and related assets, provided that such Indebtedness is without recourse to any assets of the Issuer, Consumers, Enterprises, CMS Generation, NOMECO, CMS Electric and Gas, CMS Gas Transmission and Storage, CMS MST or any other Designated Enterprises Subsidiary; (7) Indebtedness of a Person existing at the time at which such person became a Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. Such Indebtedness shall be deemed to be incurred on the date the acquired Person becomes a Consolidated Subsidiary; (8) Indebtedness issued by the Issuer not to exceed $150,000,000 in aggregate principal amount at any time; and (9) Indebtedness of a Consolidated Subsidiary in respect of rate reduction bonds issued to recover electric restructuring transition costs of Consumers provided that such Indebtedness is without recourse to the assets of Consumers.

Limitation on Consolidated Indebtedness. So long as any of the General Term Notes are Outstanding and until the General Term Notes are rated BBB- or above (or an equivalent ratinga) by Standard & Poor's and one Other Rating Agency (or if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) at which time the Company shall be permanently released from the provision of this Section 510, the Company Parent shall not, and shall not permit any Restricted Subsidiary of the Company to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue")Incur, directly or indirectly, any Indebtedness; provided, however, that Parent and its Restricted Subsidiaries may Incur Indebtedness unless (i) if, on the date of such Incurrence, the Consolidated Coverage Debt to EBITDA Ratio does not exceed the ratio indicated below: CONSOLIDATED DEBT DATE OF INCURRENCE TO EBITDA RATIO ------------------ ------------------- Period ended June 30, 1999 2.00 to 1.0 Period ended June 30, 2000 1.75 to 1.0 Period ended June 30, 2001 and thereafter 1.50 to 1.0 (b) Notwithstanding the foregoing paragraph (a), Parent and its Restricted Subsidiaries may Incur any or all of the Company and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such following Indebtedness: (1) Indebtedness (as shown by a pro forma consolidated income statement of the Company and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior Incurred pursuant to the issuance of such Indebtedness Term Loan Facility; provided, however, that, after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (1) and then outstanding does not exceed $280 million less the aggregate sum of all principal payments actually made from time to time after the Issue Date with respect to such Indebtedness (other than principal payments made from any Refinancings thereof); (2) Indebtedness Incurred pursuant to the Revolving Credit Facility; provided, however, that the aggregate principal amount outstanding at any time under this clause (2) does not exceed $20 million; (3) Indebtedness which is intercompany Indebtedness between or among Parent and any of its Restricted Subsidiaries; provided, however, that (i) the any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a Person other than Parent or a Restricted Subsidiary thereof or (ii) any sale or other transfer of any such Indebtedness to a person that is not either Parent or a Restricted Subsidiary thereof shall be deemed, in each case, to constitute an Incurrence of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if by Parent or such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such IndebtednessRestricted Subsidiary, as if in each the case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 and may be, that was not permitted by this clause (ii3), immediately after giving effect to the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness, the Consolidated Leverage Ratio is equal to or less than a ratio of 0.75 to 1.0.;

Limitation on Consolidated Indebtedness. So long as any of the General Term 2002 Notes are Outstanding and until the General Term 2002 Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or or, if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) ), at which time the Company shall Issuer will be permanently released from the provision provisions of this Section 5104.03, the Company Issuer shall not, and shall not permit any Restricted Consolidated Subsidiary of the Company Issuer to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company Issuer and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company Issuer and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company Issuer or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 and (ii), immediately after giving effect to the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness, the Consolidated Leverage Ratio is equal to or less than a ratio of 0.75 1.7 to 1.0.

Limitation on Consolidated Indebtedness. So long as any of the General Term Notes are Outstanding and until the General Term Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) at which time the Company shall be permanently released from the provision of this Section 510, the The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, Incur any Indebtedness, including Acquired Indebtedness, except that the Company and any Guarantor may Incur Indebtedness, if the Company's Operating Cash Flow Ratio would have been less than 7.0 to 1.0. Notwithstanding the above, the Company and its Restricted Subsidiaries may Incur the following Indebtedness without regard to the above limitations: (a) Indebtedness Incurred by the Company that is evidenced by the Securities on the Issue Date and a like aggregate principal amount of Exchange Securities and Indebtedness of the Guarantors in respect of Subsidiary Guarantees of the foregoing; (b) Indebtedness, letters of credit and bankers' acceptances Incurred by the Company under the Credit Agreement in an aggregate principal amount not to exceed (A) $125.0 million at any time outstanding, reduced by the amount of repayments and permanent reductions of Indebtedness Incurred under this clause (b)(A) due to the application of Net Cash Proceeds after the Issue Date as set forth in Section 10.14 plus (B) $125.0 million at any time outstanding, reduced by the amount of repayments and permanent reductions of Indebtedness Incurred under this clause (b)(B) due to the application of Net Cash Proceeds after the Issue Date as set forth in Section 10.14, so long as, in the case of Indebtedness incurred under clause (b)(B), at the time such Indebtedness is Incurred, the Company's Operating Cash Flow Ratio would be less than 7.0 to 1.0 and the Company's Senior Secured Operating Cash Flow Ratio would be less than 2.0 to 1.0; (c) Indebtedness of the Company or any of its Restricted Subsidiaries owing to the Company or any of its Restricted Subsidiaries ("Intercompany Indebtedness"); provided that (A) in the case of any such Indebtedness of the Company, such obligations will be unsecured and subordinated by their terms in all respects to the Holders' rights pursuant to the Securities and the Subsidiary Guarantees, and (B) if any event occurs that causes a Person that is a Restricted Subsidiary to no longer be a Restricted Subsidiary, then this clause (c) will no longer be applicable to such Indebtedness of that Person; (d) Indebtedness of the Company or any Restricted Subsidiary issued in exchange for, or to renew, replace, extend, refinance or refund, any Indebtedness of the Company or such Restricted Subsidiary Incurred pursuant to clauses (a), (d), (f), (h), (k) or (n) of this Section 10.08 or pursuant to the first paragraph of this Section 10.08, which Indebtedness was outstanding or committed on the date of exchange, renewal, replacement, extension, refinancing or refunding; provided, however, that: (A) such Indebtedness does not exceed the principal amount (or in the case of Redeemable Stock or Preferred Stock that constitutes Indebtedness, the aggregate redemption or repurchase price or liquidation value) of outstanding or committed Indebtedness so exchanged, renewed, replaced, extended, refinanced or refunded plus all accrued interest, dividends and redemption premiums on the Indebtedness and all fees, expenses, penalties and redemption premiums incurred in connection therewith; (B) such exchanging, renewing, replacing, extending, refinancing or refunding Indebtedness has (x) a final maturity that is later than the final maturity of the Indebtedness being so exchanged, renewed, replaced, extended, refinanced or refunded, and (y) an Average Life, at the time of such exchange, renewal, replacement, extension, refinancing or refunding of such Indebtedness, that is equal to or greater than the Average Life of the Indebtedness being so exchanged, renewed, replaced, extended, refinanced or refunded; (C) in the case of any exchanging, renewing, replacing, extending, refinancing or refunding of Indebtedness subordinated to the Securities (or Preferred Stock that constitutes Indebtedness), the exchanging, renewing, replacing, extending, refinancing or refunding Indebtedness ranks subordinate in right of payment to the Securities to substantially the same extent as, or to a greater extent than, the Indebtedness so exchanged, renewed, replaced, extended, refinanced or refunded; and (D) no Indebtedness of the Company may be exchanged, renewed, replaced, extended, refinanced or refunded by the Incurrence of Indebtedness or the issuance of Capital Stock by any Restricted Subsidiary; (e) Indebtedness Incurred by the Company or any of its Restricted Subsidiaries under Hedge Agreements to protect the Company or any of its Restricted Subsidiaries from interest or foreign currency risk on Indebtedness permitted to be Incurred by this Indenture or to manage such risk; provided, that the notional principal amount of any such Hedge Agreements does not exceed the principal amount of Indebtedness to which such Hedge Agreements relate, and such Hedge Agreements are not for speculative purposes; 104 (f) Indebtedness of the Company and its Restricted Subsidiaries existing on the Issue Date (other than Indebtedness Incurred under clause (c) of this Section 10.08 ("Existing Indebtedness"); (g) any guarantee by any Restricted Subsidiary of any Indebtedness Incurred under the Credit Agreement under clause (b) or (n) of this Section 10.08; (h) Acquired Indebtedness of the Company; provided that, on a pro forma basis after giving effect to the Incurrence of such Acquired Indebtedness, the Company would be able to Incur at least $1.00 of additional Indebtedness pursuant to the provisions described under the first paragraph of this Section 10.08. (i) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of performance, bid, surety, appeal or similar bonds or completion or performance guarantees provided in the ordinary course of business; (j) Indebtedness of the Company or any of its Restricted Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Subsidiary of the Company (other than guarantees of, or similar obligations under, Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary of the Company to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"the purpose of financing such acquisition), directly or indirectly, any Indebtedness unless (i) in an amount not to exceed the Consolidated Coverage Ratio of the Company and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net gross proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired actually received by the Company or any Restricted Subsidiary since the first day in connection with such disposition; (k) Indebtedness of the period Company or any of its Restricted Subsidiaries represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or any of its Restricted Subsidiaries, in an aggregate principal amount, including all Indebtedness Incurred pursuant to clause (d) of this Section 10.08 above in exchange for, or to renew, replace, extend, refinance or refund any Indebtedness Incurred pursuant to this clause (k), not to exceed the greater of 1.0% of Total Assets at any time outstanding and $12.0 million; (l) Indebtedness of the Company or any of its Restricted Subsidiaries owed to, including giving effect obligations in respect of letters of credit for the benefit of, any Person in connection with workers' compensation, health, disability or other employee benefits or property, casualty or liability insurance provided by such Person to the pro forma historical earnings Company or any of such company or business)its Restricted Subsidiaries, including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at Incurred in the beginning ordinary course of business; 105 (m) Indebtedness of the period) exceeds Company or any of its Restricted Subsidiaries arising from the honoring by a ratio bank or other financial institution of 1.6 to 1.0 and (ii)a check, immediately after giving effect to draft or similar instrument drawn against insufficient funds in the issuance ordinary course of business, provided that such Indebtedness and is extinguished within two Business Days after its Incurrence; and (if applicablen) the application Indebtedness of the net proceeds thereof Company or any of its Restricted Subsidiaries, other than Indebtedness permitted pursuant to clauses (a) through (m) of this Section 10.08, which does not exceed $35 million at any time outstanding including all Indebtedness Incurred pursuant to clause (d) of this Section 10.08 in exchange for, or to renew, replace, extend, refinance other or refund any such Indebtedness, the Consolidated Leverage Ratio is equal to or less than a ratio of 0.75 to 1.0.

Limitation on Consolidated Indebtedness. So long as any of the General Term Notes are Outstanding and until the General Term Notes are rated BBB- or above (or an equivalent ratinga) by Standard & Poor's and one Other Rating Agency (or if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) at which time the Company shall be permanently released from the provision of this Section 510, the Company The Issuer shall not, and shall not permit any of its Restricted Subsidiary of the Company Subsidiaries to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, Incur any Indebtedness unless (iother than Permitted Indebtedness) or issue Redeemable Capital Stock (other than Redeemable Capital Stock issued to and held by the Consolidated Issuer or any of its Restricted Subsidiaries, so long as it is so held) and the Issuer shall not permit any of its Restricted Subsidiaries that are not Guarantors to issue Preferred Stock (other than Preferred Stock issued to and held by the Issuer or any Restricted Subsidiaries, so long as it is so held); provided, that the Issuer and its Restricted Subsidiaries that are Guarantors may Incur Indebtedness or issue Redeemable Capital Stock and Restricted Subsidiaries that are not Guarantors may issue shares of Preferred Stock if, after giving effect to such Incurrence or issuance on a pro forma basis, the Issuer’s Interest Coverage Ratio of the Company and its Consolidated Subsidiaries for the four consecutive full fiscal quarters immediately preceding such event for which internal financial statements are available, taken as one period, is greater than or equal to 2.00 to 1.00. (b) For purposes of determining compliance with this Section 4.05, in the issuance event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of Permitted Indebtedness or is entitled to be Incurred pursuant to the ratio set forth in Section 4.05(a), the Issuer shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 4.05. (c) No Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Issuer or any Guarantor, as applicable, solely by reason of any Liens or Guarantees arising or created in respect of such other Indebtedness (as shown by a pro forma consolidated income statement of the Company and its Consolidated Subsidiaries Issuer or any Guarantor or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them. (d) Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion of amortization of original issue discount, the payment of interest in the form of additional Indebtedness, the payment of dividends on Preferred Stock or Redeemable Capital Stock in the form of additional shares of Preferred Stock or Redeemable Capital Stock or the reclassification of commitments or obligations not treated as Indebtedness due to a change in GAAP will not be deemed to be an incurrence of Indebtedness, Redeemable Capital Stock or Preferred Stock for purposes of this Section 4.05. (e) Any increase in the four most recent fiscal quarters ending amount of Indebtedness solely by reason of currency fluctuations will not be deemed to be an incurrence of Indebtedness for purposes of determining compliance with this Section 4.05. A change in GAAP that results in an obligation existing at least 30 days prior the time of such change, not previously classified as Indebtedness, becoming Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of determining compliance with this Section 4.05. (f) The amount of Indebtedness outstanding as of any date shall be (1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount, (2) the principal amount thereof, in the case of any other Indebtedness, (3) in the case of the guarantee by the specified Person of any indebtedness of any other Person, the maximum liability to which the specified Person may be subject upon the occurrence of the contingency giving rise to the issuance obligation and (4) in the case of Indebtedness of others guaranteed by means of a Lien on any asset of the specified Person, the lesser of (A) the Fair Market Value of such asset on the date on which Indebtedness after giving effect is required to be determined pursuant to this Indenture and (iB) the issuance amount of the Indebtedness so secured. (g) For purposes of determining compliance with any United States dollar-denominated restriction on the Incurrence of Indebtedness, the United States Dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness and was Incurred (or first committed, in the case of revolving credit debt); provided that if applicable) the application of the net proceeds thereof such Indebtedness is Incurred to refinance other Indebtedness as denominated in a foreign currency, and such refinancing would cause the applicable United States dollar-denominated restriction to be exceeded if such Indebtedness was issued calculated at the beginning of relevant currency exchange rate in effect on the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings date of such company or business)refinancing, including any acquisition which will such United States dollar-denominated restriction shall be consummated contemporaneously with deemed not to have been exceeded so long as the issuance principal amount of such Indebtedness, as if in each case such acquisition occurred at refinancing Indebtedness does not exceed the beginning of the period) exceeds a ratio of 1.6 to 1.0 and (ii), immediately after giving effect to the issuance principal amount of such Indebtedness and being refinanced. (if applicableh) the application The principal amount of the net proceeds thereof any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Consolidated Leverage Ratio Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is equal to or less than a ratio denominated that is in effect on the date of 0.75 to 1.0such refinancing.

Limitation on Consolidated Indebtedness. So long as any of the General Term Notes are Outstanding and until the General Term Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) at which time the Company shall be permanently released from the provision of this Section 510, the Company shall not, and shall not permit any Restricted Subsidiary of the Company to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 and (ii), immediately after giving effect to the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness, the Consolidated Leverage Ratio is equal to or less than a ratio of 0.75 to 1.0.and

Limitation on Consolidated Indebtedness. So long as any of the General Term Notes are Outstanding and until the General Term Notes are rated BBB- or above (or an equivalent ratinga) by Standard & Poor's and one Other Rating Agency (or if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) at which time the Company shall be permanently released from the provision of this Section 510, the The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, Incur any Indebtedness after the Issue Date unless the ratio of (i) the Consolidated Coverage Ratio aggregate consolidated principal amount of Indebtedness of the Company outstanding as of the most recent available quarterly or annual balance sheet, after giving pro forma effect to the Incurrence of such Indebtedness and its any other Indebtedness Incurred since such balance sheet date and the receipt and application of the proceeds thereof, to (ii) Consolidated Subsidiaries Cash Flow Available for Fixed Charges for the four consecutive full fiscal quarters immediately preceding the Incurrence of such Indebtedness for which consolidated financial statements of the Company have become available, determined on a pro forma basis as if any such Indebtedness had been Incurred and the proceeds thereof had been applied at the beginning of such four fiscal quarters, would be less than 6.0 to 1.0 for such four-quarter periods ending on or prior to December 31, 2000 and 5.5 to 1.0 for such periods ending thereafter, after giving pro forma effect to the Incurrence of such Indebtedness and any other Indebtedness Incurred since such balance sheet date. (b) Notwithstanding the foregoing limitation, the provisions of Section 4.09(a) shall not apply to the Incurrence of any of the following items of Indebtedness, each such item to be given independent effect: (i) the Incurrence by the Company and/or any of its Restricted Subsidiaries of Indebtedness under Senior Credit Facilities in an aggregate principal amount outstanding or available at any one time not to exceed $75 million, and any renewal, extension, refinancing or refunding thereof in an amount which, together with any principal amount remaining outstanding or available under all Senior Credit Facilities, does not exceed the aggregate principal amount outstanding or available under all Senior Credit Facilities immediately prior to such renewal, extension, refinancing or refunding, less amounts permanently repaid with proceeds from an Asset Sale; (ii) the Incurrence by the Company and/or any of its Restricted Subsidiaries of Purchase Money Indebtedness and Vendor Financing Indebtedness, PROVIDED that the aggregate amount of such Purchase Money Indebtedness or Vendor Financing Indebtedness Incurred does not exceed 80% of the total cost of the Telecommunications Assets financed therewith (or, in the case of Vendor Financing Indebtedness, 100% of the total cost of the Telecommunications Assets financed therewith if such Vendor Financing Indebtedness was extended for the purchase of tangible physical assets and was so financed by the vendor thereof or an affiliate of such vendor); (iii) the Incurrence by the Company and/or any of its Restricted Subsidiaries, as applicable, of Indebtedness owed by the Company to any Restricted Subsidiary of the Company or Indebtedness owed by a Restricted Subsidiary of the Company to the Company or another Restricted Subsidiary of the Company; PROVIDED THAT upon (x) the transfer or other disposition by such Restricted Subsidiary or the Company of any Indebtedness so permitted to a Person other than the Company or another Restricted Subsidiary of the Company, (y) the issuance (other than directors' qualifying shares), sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of such Restricted Subsidiary to a Person other than the Company or another such Restricted Subsidiary or (z) the designation of such Restricted Subsidiary as an Unrestricted Subsidiary, the provisions of this clause (iii) shall no longer be applicable to such Indebtedness and such Indebtedness shall be deemed to have been Incurred at the time of such transfer or other disposition; (iv) the Incurrence by the Company and/or any of its Restricted Subsidiaries of Indebtedness Incurred to renew, extend, refinance or refund (each, a "refinancing") the Notes or Indebtedness outstanding at the date of the Indenture or Purchase Money Indebtedness or Vendor Financing Indebtedness Incurred pursuant to clause (ii) of this paragraph in an aggregate amount (as determined pursuant to the definition of "Indebtedness") not to exceed the aggregate amount of Indebtedness (as so determined), and accrued interest on, the Indebtedness so refinanced plus the amount of any premium required to be paid in connection with such refinancing pursuant to the terms of the Indebtedness so refinanced or the amount of any premium reasonably determined by the Company as necessary to accomplish such refinancing by means of a tender offer or privately negotiated repurchase, plus the reasonable expenses of the Company Incurred in connection with such refinancing; PROVIDED THAT Indebtedness the proceeds of which are used to refinance the Notes or Indebtedness which is PARI PASSU to the Notes or Indebtedness which is subordinate in right of payment to the Notes shall only be permitted under this clause (iv) if (A) in the case of any refinancing of the Notes or Indebtedness which is PARI PASSU to the Notes, the refinancing Indebtedness is PARI PASSU to the Notes or constitutes Subordinated Indebtedness, and, in the case of any refinancing of Subordinated Indebtedness, the refinancing Indebtedness constitutes Subordinated Indebtedness and (B) in any case, the refinancing Indebtedness by its terms, or by the terms of any agreement or instrument pursuant to which such Indebtedness is issued, (x) does not provide for payments of principal of such Indebtedness at stated maturity or by way of a sinking fund applicable thereto or by way of any mandatory redemption, defeasance, retirement or repurchase thereof by the Company (including any redemption, retirement or repurchase which is contingent upon events or circumstances, but excluding any retirement required by virtue of the acceleration of any payment with respect to such Indebtedness upon any event of default thereunder), in each case prior to the time the same are required by the terms of the Indebtedness being refinanced and (y) does not permit redemption or other retirement (including pursuant to an offer to purchase made by the Company or a Restricted Subsidiary of the Company) of such Indebtedness at the option of the holder thereof prior to the time the same are required by the terms of the Indebtedness being refinanced, other than a redemption or other retirement at the option of the holder of such Indebtedness (as shown including pursuant to an offer to purchase made by the Company or a pro forma consolidated income statement Restricted Subsidiary of the Company) which is conditioned upon a change of control pursuant to provisions substantially similar to those described under Section 4.07 hereof; (v) the Incurrence by the Company and/or any of its Restricted Subsidiaries of Indebtedness consisting of Permitted Interest Rate Protection Agreements; (vi) the Incurrence by the Company and/or any of its Restricted Subsidiaries of Indebtedness (A) in respect of performance, surety or appeal bonds provided in the ordinary course of business or (B) arising from customary agreements providing for indemnification, adjustment of purchase price for closing balance sheet changes within 90 days after closing, or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company and or any of its Consolidated Restricted Subsidiaries pursuant to such agreements, in each case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary of the Company for the four most recent fiscal quarters ending at least 30 days prior purpose of financing such acquisition) and in an aggregate principal amount not to exceed the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net gross proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired actually received by the Company or any Restricted Subsidiary since in connection with such disposition; and (vii) the first day Incurrence by the Company of Indebtedness (other than secured Acquired Indebtedness) in an aggregate principal amount not to exceed 2.0 times the sum of the period net cash proceeds received by the Company after the date of the Indenture in connection with any issuance and sale of Capital Stock (including giving effect other than Disqualified Stock and other than the proceeds of the Equity Commitment), PROVIDED THAT such Indebtedness does not mature prior to the pro forma historical earnings Stated Maturity of the Notes or has an Average Life at least equal to the Notes; (viii) the Incurrence by the Company and/or any of its Restricted Subsidiaries of Indebtedness not otherwise permitted to be Incurred pursuant to clauses (i) through (vii) above, which, together with any other outstanding Indebtedness Incurred pursuant to this clause (viii), has an aggregate principal amount not in excess of $10 million at any time outstanding. (c) Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company or a Restricted Subsidiary may Incur pursuant to this Section 4.09, shall not be deemed to be exceeded due solely as the result of fluctuations in the exchange rates of currencies. (d) For purposes of determining any particular amount of Indebtedness under this Section 4.09, (1) Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such company or business)particular amount shall not be included and (2) any Liens granted pursuant to the equal and ratable provisions referred to in Section 4.12 hereof shall not be treated as Indebtedness. For purposes of determining compliance with this Section 4.09, including any acquisition which will be consummated contemporaneously with in the issuance event that an item of such Indebtedness, as if in each case such acquisition occurred at Indebtedness meets the beginning criteria of more than one of the period) exceeds a ratio types of 1.6 Indebtedness described in the above clauses, the Company, in its sole discretion, shall classify such item of Indebtedness and only be required to 1.0 include the amount and (ii), immediately after giving effect to the issuance type of such Indebtedness and (if applicable) the application in one of the net proceeds thereof to refinance other Indebtedness, the Consolidated Leverage Ratio is equal to or less than a ratio of 0.75 to 1.0such clauses.

Limitation on Consolidated Indebtedness. (a) So long as any of the General Term 2024 Notes are Outstanding outstanding and until the General Term 2024 Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's ’s and one Other Rating Agency (or or, if Standard & Poor's ’s shall change its rating system, an equivalent of such rating then employed by such organization) ), at which time the Company shall Issuer will be permanently released from the provision provisions of this Section 5107.04, the Company Issuer shall not, and shall not permit any Restricted Consolidated Subsidiary of the Company Issuer to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "“issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company Issuer and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company Issuer and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company Issuer or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 1.0. (b) Notwithstanding the foregoing paragraph, the Issuer or any Restricted Subsidiary may issue, directly or indirectly, the following Indebtedness: (1) Indebtedness of the Issuer to banks not to exceed $1,000,000,000 in aggregate outstanding principal amount at any time; (2) Indebtedness (other than Indebtedness described in Section 7.04(b)(1) hereof) outstanding on the date of this Seventeenth Supplemental Indenture, as set forth on Schedule 7.04(b)(2) attached hereto and made a part hereof, and Indebtedness issued in exchange for, or the proceeds of which are used to refund or refinance, any Indebtedness permitted by this clause (2); provided, however, that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii)) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, immediately after giving effect refunded or refinanced, (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2024 Notes, the Indebtedness is subordinated to the 2024 Notes in right of payment; (3) Indebtedness of the Issuer owed to and held by a Subsidiary and Indebtedness of a Subsidiary owed to and held by the Issuer; provided, however, that, in the case of Indebtedness of the Issuer owed to and held by a Subsidiary, (i) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Subsidiary or (ii) any transfer of such Indebtedness (except to the Issuer or a Subsidiary) shall be deemed for the purposes of this Section 7.04(b) to constitute the issuance of such Indebtedness by the Issuer; (4) Indebtedness of the Issuer issued in exchange for, or the proceeds of which are used to refund or refinance, Indebtedness of the Issuer issued in accordance with Section 7.04(a) hereof, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (if applicableii) the application Indebtedness so issued (A) shall not mature prior to the stated maturity of the net proceeds thereof to refinance other IndebtednessIndebtedness so exchanged, the Consolidated Leverage Ratio is refunded or refinanced, (B) shall have an Average Life equal to or less greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2024 Notes, the Indebtedness so issued is subordinated to the 2024 Notes in right of payment; (5) Indebtedness of a ratio Restricted Subsidiary issued in exchange for, or the proceeds of 0.75 which are used to 1.0refund or refinance, Indebtedness of a Restricted Subsidiary issued in accordance with Section 7.04(a) hereof, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, refunded or refinanced and (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced. (6) Indebtedness of a Consolidated Subsidiary issued to acquire, develop, improve, construct or to provide working capital for a gas, oil or electric generation, exploration, production, distribution, storage or transmission facility and related assets, provided that such Indebtedness is without recourse to any assets of the Issuer, Consumers, Enterprises, CMS Generation, CMS Electric and Gas, CMS Gas Transmission, CMS ERM or any other Designated Enterprises Subsidiary; (7) Indebtedness of a Person existing at the time at which such Person became a Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. Such Indebtedness shall be deemed to be incurred on the date the acquired Person becomes a Consolidated Subsidiary; (8) Indebtedness issued by the Issuer not to exceed $150,000,000 in aggregate principal amount at any time; and (9) Indebtedness of a Consolidated Subsidiary in respect of rate reduction bonds issued to recover electric restructuring transition costs of Consumers, provided that such Indebtedness is without recourse to the assets of Consumers.

Limitation on Consolidated Indebtedness. (a) So long as any of the General Term 2002 Notes are Outstanding and until the General Term 2002 Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or or, if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) ), at which time the Company shall Issuer will be permanently released from the provision provisions of this Section 5104.013, the Company Issuer shall not, and shall not permit any Restricted Consolidated Subsidiary of the Company Issuer to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company Issuer and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company Issuer and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company Issuer or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 1.7 to 1.0 1.0. (b) Notwithstanding the foregoing paragraph, the Issuer or any Restricted Subsidiary may issue, directly or indirectly, the following Indebtedness: (1) Indebtedness of the Issuer to banks not to exceed $1,000,000,000 in aggregate outstanding principal amount at any time; (2) Indebtedness (other than Indebtedness described in clause (1) of this Subsection) outstanding on the date of this Third Supplemental Indenture, as set forth on Schedule 4.03(b)(2) attached hereto and made a part hereof, and Indebtedness issued in exchange for, or the proceeds of which are used to refund or refinance, any Indebtedness permitted by this clause (2); provided, however, that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii)) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, immediately after giving effect refunded or refinanced, (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2002 Notes, the Indebtedness is subordinated to the 2002 Notes in right of payment; (3) Indebtedness of the Issuer owed to and held by a Subsidiary and Indebtedness of a Subsidiary owed to and held by the Issuer; provided, however, that, in the case of Indebtedness of the Issuer owed to and held by a Subsidiary, (i) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Subsidiary or (ii) any transfer of such Indebtedness (except to the Issuer or a Subsidiary) shall be deemed for the purposes of this Subsection to constitute the issuance of such Indebtedness by the Issuer; (4) Indebtedness of the Issuer issued in exchange for, or the proceeds of which are used to refund or refinance, Indebtedness of the Issuer issued in accordance with Subsection (a) of this Section, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (if applicableii) the application Indebtedness so issued (A) shall not mature prior to the stated maturity of the net proceeds thereof to refinance other IndebtednessIndebtedness so exchanged, the Consolidated Leverage Ratio is refunded or refinanced, (B) shall have an Average Life equal to or less greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2002 Notes, the Indebtedness so issued is subordinated to the 2002 Notes in right of payment; (5) Indebtedness of a ratio Restricted Subsidiary issued in exchange for, or the proceeds of 0.75 which are used to 1.0refund or refinance, Indebtedness of a Restricted Subsidiary issued in accordance with Subsection (a) of this Section, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, refunded or refinanced and (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced. (6) Indebtedness of a Consolidated Subsidiary issued to acquire, develop, improve, construct or to provide working capital for a gas, oil or electric generation, exploration, production, distribution, storage or transmission facility and related assets, provided that such Indebtedness is without recourse to any assets of the Issuer, Consumers, Enterprises, CMS Generation, NOMECO, CMS Electric and Gas, CMS Gas Transmission and Storage, CMS MST or any other Designated Enterprises Subsidiary; (7) Indebtedness of a Person existing at the time at which such person became a Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. Such Indebtedness shall be deemed to be incurred on the date the acquired Person becomes a Consolidated Subsidiary; (8) Indebtedness issued by the Issuer not to exceed $150,000,000 in aggregate principal amount at any time; and (9) Indebtedness of a Consolidated Subsidiary in respect of rate reduction bonds issued to recover electric restructuring transition costs of Consumers provided that such Indebtedness is without recourse to the assets of Consumers.

Limitation on Consolidated Indebtedness. (a) So long as any of the General Term 2023 Notes are Outstanding outstanding and until the General Term 2023 Notes are rated BBB- or above (or an equivalent rating) by Standard & Poor's and one Other Rating Agency (or or, if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) ), at which time the Company shall Issuer will be permanently released from the provision provisions of this Section 5107.04, the Company Issuer shall not, and shall not permit any Restricted Consolidated Subsidiary of the Company Issuer to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company Issuer and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of such Indebtedness (as shown by a pro forma consolidated income statement of the Company Issuer and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company Issuer or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 1.0. (b) Notwithstanding the foregoing paragraph, the Issuer or any Restricted Subsidiary may issue, directly or indirectly, the following Indebtedness: (1) Indebtedness of the Issuer to banks not to exceed $1,000,000,000 in aggregate outstanding principal amount at any time; (2) Indebtedness (other than Indebtedness described in Section 7.04(b)(1) hereof) outstanding on the date of this Sixteenth Supplemental Indenture, as set forth on Schedule 7.04(b)(2) attached hereto and made a part hereof, and Indebtedness issued in exchange for, or the proceeds of which are used to refund or refinance, any Indebtedness permitted by this clause (2); provided, however, that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii)) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, immediately after giving effect refunded or refinanced, (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2023 Notes, the Indebtedness is subordinated to the 2023 Notes in right of payment; (3) Indebtedness of the Issuer owed to and held by a Subsidiary and Indebtedness of a Subsidiary owed to and held by the Issuer; provided, however, that, in the case of Indebtedness of the Issuer owed to and held by a Subsidiary, (i) any subsequent issuance or transfer of any Capital Stock that results in any such Subsidiary ceasing to be a Subsidiary or (ii) any transfer of such Indebtedness (except to the Issuer or a Subsidiary) shall be deemed for the purposes of this Section 7.04(b) to constitute the issuance of such Indebtedness by the Issuer; (4) Indebtedness of the Issuer issued in exchange for, or the proceeds of which are used to refund or refinance, Indebtedness of the Issuer issued in accordance with Section 7.04(a) hereof, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (if applicableii) the application Indebtedness so issued (A) shall not mature prior to the stated maturity of the net proceeds thereof to refinance other IndebtednessIndebtedness so exchanged, the Consolidated Leverage Ratio is refunded or refinanced, (B) shall have an Average Life equal to or less greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced and (C) if the Indebtedness to be exchanged, refunded or refinanced is subordinated to the 2023 Notes, the Indebtedness so issued is subordinated to the 2023 Notes in right of payment; (5) Indebtedness of a ratio Restricted Subsidiary issued in exchange for, or the proceeds of 0.75 which are used to 1.0refund or refinance, Indebtedness of a Restricted Subsidiary issued in accordance with Section 7.04(a) hereof, provided that (i) the principal amount (or accreted value in the case of Indebtedness issued at a discount) of the Indebtedness so issued shall not exceed the principal amount (or accreted value in the case of Indebtedness issued at a discount) of, premium, if any, and accrued but unpaid interest on, the Indebtedness so exchanged, refunded or refinanced and (ii) the Indebtedness so issued (A) shall not mature prior to the stated maturity of the Indebtedness so exchanged, refunded or refinanced and (B) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so exchanged, refunded or refinanced. (6) Indebtedness of a Consolidated Subsidiary issued to acquire, develop, improve, construct or to provide working capital for a gas, oil or electric generation, exploration, production, distribution, storage or transmission facility and related assets, provided that such Indebtedness is without recourse to any assets of the Issuer, Consumers, Enterprises, CMS Generation, CMS Electric and Gas, CMS Gas Transmission, CMS ERM or any other Designated Enterprises Subsidiary; (7) Indebtedness of a Person existing at the time at which such Person became a Subsidiary and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. Such Indebtedness shall be deemed to be incurred on the date the acquired Person becomes a Consolidated Subsidiary; (8) Indebtedness issued by the Issuer not to exceed $150,000,000 in aggregate principal amount at any time; and (9) Indebtedness of a Consolidated Subsidiary in respect of rate reduction bonds issued to recover electric restructuring transition costs of Consumers ,provided that such Indebtedness is without recourse to the assets of Consumers.

Limitation on Consolidated Indebtedness. So long as any of the General Term Notes are Outstanding and until the General Term Notes are rated BBB- or above (or an equivalent ratinga) by Standard & Poor's and one Other Rating Agency (or if Standard & Poor's shall change its rating system, an equivalent of such rating then employed by such organization) at which time the Company shall be permanently released from the provision of this Section 510, the The Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, Incur any Indebtedness (other than Permitted Indebtedness) unless as of the Company to, issue, create, assume, guarantee, incur or otherwise become liable for (collectively, "issue"), directly or indirectly, any Indebtedness unless (i) the Consolidated Coverage Ratio of the Company and its Consolidated Subsidiaries for the four consecutive fiscal quarters immediately preceding the issuance of date such Indebtedness (as shown by a pro forma consolidated income statement of the Company is Incurred, and its Consolidated Subsidiaries for the four most recent fiscal quarters ending at least 30 days prior to the issuance of such Indebtedness after giving effect to (i) the issuance of such Indebtedness and (if applicable) the application of the net proceeds thereof to refinance other Indebtedness as if such Indebtedness was issued at the beginning of the period, (ii) the issuance and retirement of any other Indebtedness since the first day of the period as if such Indebtedness was issued or retired at the beginning of the period and (iii) the acquisition of any company or business acquired by the Company or any Subsidiary since the first day of the period (including giving effect to the pro forma historical earnings of such company or business), including any acquisition which will be consummated contemporaneously with the issuance of such Indebtedness, as if in each case such acquisition occurred at the beginning of the period) exceeds a ratio of 1.6 to 1.0 and (ii), immediately after giving effect to the issuance Incurrence of such Indebtedness and (if applicable) the application of proceeds therefrom, each of the net proceeds thereof following conditions is satisfied: (1) the Senior Secured Leverage Ratio does not exceed 3.95 to refinance 1.00; and (2) the Total Leverage Ratio does not exceed 5.75 to 1.00. (b) For purposes of determining compliance with this Section 4.05, in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of Permitted Indebtedness or is entitled to be Incurred pursuant to the ratios set forth in Section 4.06(a), the Company may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 4.05. (c) No Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Company or any Guarantor, as applicable, solely by reason of any Liens or Guarantees arising or created in respect of such other Indebtedness of the Company or any Guarantor or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them. (d) A change in GAAP that results in an obligation existing at the time of such change, not previously classified as Indebtedness, the Consolidated Leverage Ratio is equal becoming Indebtedness will not be deemed to or less than a ratio be an incurrence of 0.75 to 1.0Indebtedness for purposes of determining compliance with this Section 4.05.