ASSUMPTION AND ACCEPTANCE Dated January 8, 2008

Exhibit (10)(e)

EXECUTION COPY

ASSUMPTION AND ACCEPTANCE

Dated January 8, 2008

     Reference is made to that certain Seventh Amended and Restated Credit Agreement, dated as of April 2, 2007 (as amended, modified or supplemented from time to time, the “Credit Agreement”, the terms defined therein and not otherwise defined herein being used herein as therein defined), among CMS Energy Corporation (the “Borrower”), the Lenders named therein and Citicorp USA, Inc., as Administrative Agent and as Collateral Agent.

     Pursuant to Section 2.03(d) of the Credit Agreement, the Borrower has requested an increase in the Commitments from $300,000,000 to $550,000,000. Such increase in the Commitments is to become effective on the date (the “Effective Date”) which is the later of (i) January 8, 2008 and (ii) the date on which the conditions precedent set forth in Section 2.03(d) in respect of such increase have been satisfied. In connection with such requested increase in the Commitments, the Borrower, the Administrative Agent, the Lenders signatory hereto as “Added Lenders” (the “Added Lenders”) and the Lenders signatory hereto as “Increasing Lenders” (the “Increasing Lenders”) hereby agree as follows:

     1. Effective as of the Effective Date, each Added Lender shall become a party to the Credit Agreement as a Lender and shall have all of the rights and obligations of a Lender thereunder and shall thereupon have a Commitment under and for purposes of the Credit Agreement in a Dollar Amount equal to the amount set forth opposite such Added Lender’s name on Exhibit A attached hereto, and the Commitment of each Increasing Lender under the Credit Agreement shall be increased to the Dollar Amount set forth opposite such Increasing Lender’s name on Exhibit A attached hereto.

     2. Each Added Lender hereby (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assumption and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of its interest thereunder, shall have the obligations of a Lender thereunder, (iii) agrees that its payment instructions and notice instructions are as set forth in Schedule 1 to this Assumption and Acceptance, (iv) it is an Eligible Bank, (v) it is not relying on or looking to any margin stock (as defined in Regulation U) for repayment of the Borrowings provided for in the Credit Agreement, (vi) it has received a copy of the Credit Agreement, together with copies of financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assumption and Acceptance and to assume its interest under the Credit Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (vii) attached as Schedule 1 to this Assumption and Acceptance is any documentation required to be delivered by the Added Lender with respect to its tax status pursuant to the terms of the Credit Agreement, duly completed and executed by the Added Lender and (b) agrees (i) that it will, independently and without reliance on the Administrative Agent or any other Lender, and based

on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (ii) that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

     3. The Borrower hereby represents and warrants that as of the date hereof and as of the Effective Date, (a) all representations and warranties of the Borrower contained in Article VII of the Credit Agreement shall be true and correct in all material respects as though made on such date (unless such representation and warranty is made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such date and (b) no event shall have occurred and then be continuing which constitutes a Default or an Event of Default.

     4. THIS ASSUMPTION AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).

     5. This Assumption and Acceptance may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Assumption and Acceptance to be executed by their respective officers thereunto duly authorized, as of the date first above written.

		CMS ENERGY CORPORATION, as Borrower
		By:		/s/ Xxxxx X. Xxxxxxxxxxx
		Title:		Vice President & Treasurer
		CITICORP USA, INC., as Administrative Agent
		By:
		Title:
		CITIBANK, N.A., as an Increasing Lender
		By:
		Title:
		UNION BANK OF CALIFORNIA, N.A., as an Increasing Lender
		By:
				Name:
				Title:
		BARCLAYS BANK PLC, as an Increasing Lender
		By:
		Name:
		Title:
		JPMORGAN CHASE BANK, N.A., as an Increasing Lender
		By:
				Name:
				Title:

     IN WITNESS WHEREOF, the parties hereto have caused this Assumption and Acceptance to be executed by their respective officers thereunto duly authorized, as of the date first above written.

		CMS ENERGY CORPORATION, as Borrower
		By:
		Title:
		CITICORP USA, INC., as Administrative Agent
		By:		/s/ X.X. Xxxxxxx
		Title:		Vice President
		CITIBANK, N.A., as an Increasing Lender
		By:		/s/ X.X. Xxxxxxx
		Title:		Vice President
		UNION BANK OF CALIFORNIA, N.A., as an Increasing Lender
		By:
				Name:
				Title:
		BARCLAYS BANK PLC, as an Increasing Lender
		By:
		Name:
		Title:
		JPMORGAN CHASE BANK, N.A., as an Increasing Lender
		By:
				Name:
				Title:

     IN WITNESS WHEREOF, the parties hereto have caused this Assumption and Acceptance to be executed by their respective officers thereunto duly authorized, as of the date first above written.

		CMS ENERGY CORPORATION, as Borrower
		By:
		Title:
		CITICORP USA, INC., as Administrative Agent
		By:
		Title:
		CITIBANK, N.A., as an Increasing Lender
		By:
		Title:
		UNION BANK OF CALIFORNIA, N.A., as an Increasing Lender
		By:		/s/ Xxxxx Read
				Name: Xxxxx Read
				Title: Vice President
		BARCLAYS BANK PLC, as an Increasing Lender
		By:
		Name:
		Title:
		JPMORGAN CHASE BANK, N.A., as an Increasing Lender
		By:
				Name:
				Title:

     IN WITNESS WHEREOF, the parties hereto have caused this Assumption and Acceptance to be executed by their respective officers thereunto duly authorized, as of the date first above written.

		CMS ENERGY CORPORATION, as Borrower
		By:
		Title:
		CITICORP USA, INC., as Administrative Agent
		By:
		Title:
		CITIBANK, N.A., as an Increasing Lender
		By:
		Title:
		UNION BANK OF CALIFORNIA, N.A., as an Increasing Lender
		By:
				Name:
				Title:
		BARCLAYS BANK PLC, as an Increasing Lender
		By:		/s/ Xxxxxxxx Xxxx
		Name:		Xxxxxxxx Xxxx
		Title:		Director
		JPMORGAN CHASE BANK, N.A., as an Increasing Lender
		By:
				Name:
				Title:

     IN WITNESS WHEREOF, the parties hereto have caused this Assumption and Acceptance to be executed by their respective officers thereunto duly authorized, as of the date first above written.

		CMS ENERGY CORPORATION, as Borrower
		By:
		Title:
		CITICORP USA, INC., as Administrative Agent
		By:
		Title:
		CITIBANK, N.A., as an Increasing Lender
		By:
		Title:
		UNION BANK OF CALIFORNIA, N.A., as an Increasing Lender
		By:
				Name:
				Title:
		BARCLAYS BANK PLC, as an Increasing Lender
		By:
		Name:
		Title:
		JPMORGAN CHASE BANK, N.A., as an Increasing Lender
		By:		/s/ Xxx Xxxxxxxxx
				Name: Xxx Xxxxxxxxx
				Title:   Vice President

		WACHOVIA BANK, NATIONAL ASSOCIATION, as an Increasing Lender
		By:		/s/ Xxxxxxxxx X. Xxxxx
				Name: Xxxxxxxxx X. Xxxxx
				Title: Managing Director
		XXXXXXX XXXXX BANK USA, as an Increasing Lender
		By:
				Name:
				Title:
		BNP PARIBAS, as an Increasing Lender
		By:
				Name:
				Title:
		By:
				Name:
				Title:
		SUNTRUST BANK, as an Increasing Lender
		By:
				Name:
				Title:
		UBS LOAN FINANCE LLC, as an Increasing Lender
		By:
				Name:
				Title:

		WACHOVIA BANK, NATIONAL ASSOCIATION, as an Increasing Lender
		By:
				Name:
				Title:
		XXXXXXX XXXXX BANK USA, as an Increasing Lender
		By:		/s/ Xxxxx Xxxxx
				Name: Xxxxx Xxxxx
				Title:   Director
		BNP PARIBAS, as an Increasing Lender
		By:
				Name:
				Title:
		By:
				Name:
				Title:
		SUNTRUST BANK, as an Increasing Lender
		By:
				Name:
				Title:
		UBS LOAN FINANCE LLC, as an Increasing Lender
		By:
				Name:
				Title:

		WACHOVIA BANK, NATIONAL ASSOCIATION, as an Increasing Lender
		By:
				Name:
				Title:
		XXXXXXX XXXXX BANK USA, as an Increasing Lender
		By:
				Name:
				Title:
		BNP PARIBAS, as an Increasing Lender
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title:   Managing Director
		By:		/s/ Xxxxx X’ Xxxxx
				Name: Xxxxx X’ Xxxxx
				Title:   Managing Director
		SUNTRUST BANK, as an Increasing Lender
		By:
				Name:
				Title:
		UBS LOAN FINANCE LLC, as an Increasing Lender
		By:
				Name:
				Title:

		WACHOVIA BANK, NATIONAL ASSOCIATION, as an Increasing Lender
		By:
				Name:
				Title:
		XXXXXXX XXXXX BANK USA, as an Increasing Lender
		By:
				Name:
				Title:
		BNP PARIBAS, as an Increasing Lender
		By:
				Name:
				Title:
		By:
				Name:
				Title:
		SUNTRUST BANK, as an Increasing Lender
		By:		/s/ Xxxx Xxxxx
				Name: Xxxx Xxxxx
				Title:   Director
		UBS LOAN FINANCE LLC, as an Increasing Lender
		By:
				Name:
				Title:

		WACHOVIA BANK, NATIONAL ASSOCIATION, as an Increasing Lender
		By:
				Name:
				Title:
		XXXXXXX XXXXX BANK USA, as an Increasing Lender
		By:
				Name:
				Title:
		BNP PARIBAS, as an Increasing Lender
		By:
				Name:
				Title:
		By:
				Name:
				Title:
		SUNTRUST BANK, as an Increasing Lender
		By:
				Name:
				Title:
		UBS LOAN FINANCE LLC, as an Increasing Lender
		By:		/s/ Xxxxx X. Xxxxx
				Name: Xxxxx X. Xxxxx
				Title:   Associate Director
		By:		/s/ Xxxx X. Xxxxx
				Name: Xxxx X. Xxxxx
				Title:   Associate Director

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as an Increasing Lender
	By:	/s/ Xxxxxx X. Xxxxxxxxxx
		Name:	Xxxxxx X. Xxxxxxxxxx
		Title:	Director
	By:	/s/ Xxxx X’Xxxxx
		Name:	Xxxx X’Xxxxx
		Title:	Vice President
	KEYBANK NATIONAL ASSOCIATION, as an Increasing Lender
	By:
		Name:
		Title:
	COMERICA BANK, as an Increasing Lender
	By:
		Name:
		Title:
	LASALLE BANK, NATIONAL ASSOCIATION, as an Increasing Lender
	By:
		Name:
		Title:
	FIFTH THIRD BANK, as an Increasing Lender
	By:
		Name:
		Title:

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as an Increasing Lender
	By:
		Name:
		Title:
	By:
		Name:
		Title:
	KEYBANK NATIONAL ASSOCIATION, as an Increasing Lender
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Senior Vice President
	COMERICA BANK, as an Increasing Lender
	By:
		Name:
		Title:
	LASALLE BANK, NATIONAL ASSOCIATION, as an Increasing Lender
	By:
		Name:
		Title:
	FIFTH THIRD BANK, as an Increasing Lender
	By:
		Name:
		Title:

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as an Increasing Lender
	By:
		Name:
		Title:
	By:
		Name:
		Title:
	KEYBANK NATIONAL ASSOCIATION, as an Increasing Lender
	By:
		Name:
		Title:
	COMERICA BANK, as an Increasing Lender
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Vice President
	LASALLE BANK, NATIONAL ASSOCIATION, as an Increasing Lender
	By:
		Name:
		Title:
	FIFTH THIRD BANK, as an Increasing Lender
	By:
		Name:
		Title:

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as an Increasing Lender
	By:
		Name:
		Title:
	By:
		Name:
		Title:
	KEYBANK NATIONAL ASSOCIATION, as an Increasing Lender
	By:
		Name:
		Title:
	COMERICA BANK, as an Increasing Lender
	By:
		Name:
		Title:
	LASALLE BANK, NATIONAL ASSOCIATION, as an Increasing Lender
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	First Vice President
	FIFTH THIRD BANK, as an Increasing Lender
	By:
		Name:
		Title:

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as an Increasing Lender
	By:
		Name:
		Title:
	By:
		Name:
		Title:
	KEYBANK NATIONAL ASSOCIATION, as an Increasing Lender
	By:
		Name:
		Title:
	COMERICA BANK, as an Increasing Lender
	By:
		Name:
		Title:
	LASALLE BANK, NATIONAL ASSOCIATION, as an Increasing Lender
	By:
		Name:
		Title:
	FIFTH THIRD BANK, as an Increasing Lender
	By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	Assistant Vice President

	XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Increasing Lender
	By:	/s/ Jo Xxx Xxxxxxx
		Name:  Jo Xxx Xxxxxxx
		Title:	Vice President
	THE BANK OF NOVA SCOTIA, as an Increasing Lender
	By:
		Name:
		Title:
	BAYERISCHE LANDESBANK, as an Increasing Lender
	By:
		Name:
		Title:
	By:
		Name:
		Title:
	HUNTINGTON NAITONAL BANK, as an Increasing Lender
	By:
		Name:
		Title:
	SUMITOMO MITSUI BANKING CORP., as an Increasing Lender
	By:
		Name:
		Title:

	XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Increasing Lender
	By:
		Name:
		Title:
	THE BANK OF NOVA SCOTIA, as an Increasing Lender
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director
	BAYERISCHE LANDESBANK, as an Increasing Lender
	By:
		Name:
		Title:
	By:
		Name:
		Title:
	HUNTINGTON NAITONAL BANK, as an Increasing Lender
	By:
		Name:
		Title:
	SUMITOMO MITSUI BANKING CORP., as an Increasing Lender
	By:
		Name:
		Title:

	XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Increasing Lender
	By:
		Name:
		Title:
	THE BANK OF NOVA SCOTIA, as an Increasing Lender
	By:
		Name:
		Title:
	BAYERISCHE LANDESBANK, as an Increasing Lender
	By:	/s/ Xxxxxxx xxx Xxxxxxx
		Name:	Xxxxxxx xxx Xxxxxxx
		Title:	Senior Vice President
	By:	/s/ Xxxx Xxxxxxx
		Name:	Xxxx Xxxxxxx
		Title:	First Vice President
	HUNTINGTON NAITONAL BANK, as an Increasing Lender
	By:
		Name:
		Title:
	SUMITOMO MITSUI BANKING CORP., as an Increasing Lender
	By:
		Name:
		Title:

	XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Increasing Lender
	By:
		Name:
		Title:
	THE BANK OF NOVA SCOTIA, as an Increasing Lender
	By:
		Name:
		Title:
	BAYERISCHE LANDESBANK, as an Increasing Lender
	By:
		Name:
		Title:
	By:
		Name:
		Title:
	HUNTINGTON NAITONAL BANK, as an Increasing Lender
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Vice President
	SUMITOMO MITSUI BANKING CORP., as an Increasing Lender
	By:
		Name:
		Title:

	XXXXX FARGO BANK, NATIONAL ASSOCIATION, as an Increasing Lender
	By:
		Name:
		Title:
	THE BANK OF NOVA SCOTIA, as an Increasing Lender
	By:
		Name:
		Title:
	BAYERISCHE LANDESBANK, as an Increasing Lender
	By:
		Name:
		Title:
	By:
		Name:
		Title:
	HUNTINGTON NAITONAL BANK, as an Increasing Lender
	By:
		Name:
		Title:
	SUMITOMO MITSUI BANKING CORP., as an Increasing Lender
	By:	/s/ Xxxxx X. Xxxx
		Name:	Xxxxx X. Xxxx
		Title:	Senior Vice President

	THE ROYAL BANK OF SCOTLAND plc, as an Added      Lender
	By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	Vice President

EXHIBIT A
COMMITMENT SCHEDULE

Lender		Commitment
CITIBANK, N.A.**		$	36,250,000
UNION BANK OF CALIFORNIA, N.A.**		$	36,250,000
BARCLAYS BANK PLC**		$	35,000,000
JPMORGAN CHASE BANK, N.A.**		$	35,000,000
WACHOVIA BANK, NATIONAL ASSOCIATION**		$	35,000,000
XXXXXXX XXXXX BANK USA**		$	35,000,000
THE ROYAL BANK OF SCOTLAND plc*		$	35,000,000
BNP PARIBAS**		$	25,000,000
SUNTRUST BANK**		$	25,000,000
UBS LOAN FINANCE LLC**		$	25,000,000
DEUTSCHE BANK TRUST COMPANY AMERICAS**		$	25,000,000
KEYBANK NATIONAL ASSOCIATION**		$	20,000,000
COMERICA BANK**		$	20,000,000
LASALLE BANK MIDWEST, N.A.**		$	20,000,000
CREDIT SUISSE, CAYMAN ISLANDS BRANCH		$	11,250,000
FIFTH THIRD BANK**		$	20,000,000
XXXXX FARGO BANK, NATIONAL ASSOCIATION**		$	20,000,000
THE BANK OF NOVA SCOTIA**		$	20,000,000
BAYERISCHE LANDESBANK**		$	20,000,000
HUNTINGTON NATIONAL BANK**		$	20,000,000
XXXXXXX XXXXX CREDIT PARTNERS L.P.		$	11,250,000
SUMITOMO MITSUI BANKING CORP.**		$	20,000,000

*		Denotes Added Lender
**		Denotes Increasing Lender

Schedule 1

Administrative Details Form

Seal Name: CMS Energy Corporation

General Information

Your Institutions Legal Name:

Tax Withholding:

Note: To avoid the potential of having interest income withheld, all investors must deliver all current and appropriate tax forms.

Tax ID #:

Sub-Allocation: {United States only)

Note: If your institution is sub-allocating its allocation, please fill out the information below. Additionally, an administrative detail form is required for each legal entity. Execution copies (e.g. Credit Agreement/Assignment Agreement) will be sent for signature to the Sub-Allocation Contact below.

Sub-Allocated Amount:		$
Signing Credit Agreement?		oYes  oNo
Coming In Via Assignment?		oYes  oNo

Sub-Allocation Contact:

						NAME:
Address:								E-mail:
City:				State:				Phone #:
Postal Code:				Country:				Fax#:

Contact List

Business/Credit Matters: (Responsible for trading and credit approval process of the deal)

Primary:

						NAME:
Address:								E-mail:
City:				State:				Phone #:
Postal Code:				Country:				Fax#:

Backup

						NAME:
Address:								E-mail:
City:				State:				Phone #:
Postal Code:				Country:				Fax #:

Admin Details can be submitted online, via Citigroup’s Global Loans Web Site.
Send an e-mail to xxxxxxxxxxxxxxx@xxxx.xxx with your contact information and the deal name to request a user ID/password to submit/modify Admin Details online.

Ex. F-5

Administrative Details Form

Admin/Operations Matters: (Responsible for interest, fee, principal payment, borrowing & pay-downs)

Primary:

						NAME:
Address:								E-mail:
City:				State:				Phone #:
Postal Code:				Country:				Fax#:

Backup:

						NAME:
Address:								E-mail:
City:				State:				Phone #:
Postal Code:				Country:				Fax#

Closing Contact: (Responsible for Deal Closing matters)

						NAME:
Address:								E-mail:
City:				State:				Phone #:
Postal Code:				Country:				Fax#:

Disclosure Contact: (Receives disclosure materials, such as financial reports, via our web site)

						NAME:
Address:								E-mail:
City:				State:				Phone #:
Postal Code:				Country:				Fax#:

Admin Details can be submitted online, via Citigroup’s Global Loans Web Site. Send an e-mail to xxxxxxxxxxxxxxx@xxxx.xxx with your contact information and the deal name to request a user ID/password to submit/modify Admin Details online.

Ex. F-6

Administrative Details Form

Routing Instructions

Routing Instructions for this deal:

						Correspondent Bank:
City:						State:		Account Name:
Postal Code:								Account#:
Payment Type:								Benef. Acct. Name:
oFed				oABA oCHIPS				Benef. Acct. #:
ABA/CHIPS #:
				Reference:
				Attention:

Administrative Agent Information

Bank Loans Syndication — Administrative Agent Contact								Administrative Agent —
								Wiring Instructions
		Name:						Citibank, NA
		Telephone:						Acct Name:
		Fax:						Acct #:
		Address:

Initial Funding Standards: LIBOR — Fund 2 days after rates are set

Admin Details can be submitted online, via Citigroup’s Global Loans Web Site. Send an e-mail to xxxxxxxxxxxxxxx@xxxx.xxx with your contact information and the deal name to request a user ID/password to submit/modify Admin Details online.

Ex. F-7