January 31, 2007 Thomas J. Webb Chief Financial Officer CMS Enterprises Company One Energy Plaza Jackson, Michigan 49201 Dear Mr. Webb:Letter Agreement • February 1st, 2007 • Consumers Energy Co • Electric & other services combined • Michigan
Lucid Energy, LLC, a Michigan limited liability company, for itself and its affiliates and assigns (“Lucid” or “Buyer”) and CMS Enterprises Company, a Michigan corporation, for itself and its affiliates and assigns (“CMS” or “Seller”) enter into this binding letter agreement (“Letter Agreement” or “Agreement”) wherein Buyer offers to purchase from CMS certain Michigan-based natural gas transmission, storage and processing businesses (the “Michigan Businesses”) as well as Argentina-based natural gas transmission and marketing and independent power production businesses (the “Argentine Businesses” and together with the Michigan Businesses, the “Businesses”), as well as certain related rights and options. Buyer understands that the ownership interests in the Businesses are held by a variety of separate entities and it is Buyer’s intention to acquire 100% of the capital stock or membership interests held by CMS in these entities (the “Entities”) as more specifically described in Annex I he
