250,000,000 CMS ENERGY CORPORATION 5.05% Senior Notes due 2018Underwriting Agreement • November 19th, 2010 • CMS Energy Corp • Electric & other services combined • New York
CMS Energy Corporation, a Michigan corporation (the “Company”), proposes to issue and sell to the several Underwriters (as defined in Section 12 hereof) an aggregate of $250,000,000 in principal amount of its 5.05% Senior Notes due 2018 (the “Securities”), subject to the terms and conditions set forth herein. The Underwriters have designated the Representatives (as defined in Section 12 hereof) to execute this Agreement on their behalf and to act for them in the manner provided in this Agreement. The Securities are to be issued pursuant to the provisions of the Indenture dated as of September 15, 1992 between the Company and The Bank of New York Mellon (ultimate successor to NBD Bank, National Association), as trustee (the “Trustee”), as supplemented and amended by various supplemental indentures and as to be supplemented by the Twenty-Sixth Supplemental Indenture, to be dated as of November 19, 2010 (the “Supplemental Indenture”), establishing the terms of the Securities (as so supple
