SALE PURCHASE OF SHARES AND EQUIPMENT AND INDEBTEDNESS REPAYMENT AGREEMENT

Exhibit 10.1

SALE PURCHASE OF SHARES AND EQUIPMENT AND INDEBTEDNESS REPAYMENT AGREEMENT

The present Sale Purchase of Shares and Equipment and Indebtedness Repayment Agreement (the “Agreement”), is executed on March 30, 2007, between CMS Energy Corporation, a corporation duly incorporated in accordance with the laws of the State of Michigan, United States of America (the “Seller”), represented in this act by Joseph P. Tomasik, who is a citizen of the United States of America, of legal age, domiciled in the city of Jackson, State of Michigan, and holder of the Passport of the United States of America number 027671098, and Petróleos de Venezuela, S.A. a corporation incorporated in accordance with the laws of the Bolivarian Republic of Venezuela, domiciled in the city of Caracas in the Metropolitan District, originally constituted by Decree N° 1.123 dated August 30 ^th , 1975, published on Extraordinary Official Gazette of the Republic of Venezuela N° 1.170 on the date before mentioned and registered before the First Commercial Registry on September 15 ^th , 1975 of the Judicial Circuit of the Federal District and Miranda State, under No. 23, Volume 99-A, which entry was published on Extraordinary Municipal Gazette N° 413 of the Federal District on September 25 ^th , 1975 and which Corporate Charter and Bylaws have been modified by means of Decrees N° 250, 885, 1313, 2184 and 3299 dated August 23 ^rd , 1979; September 24 ^th , 1985; May 21 ^st , 2001; December 10 ^th , 2002 and December 7 ^th , 2004, respectively, the last decree published on the Official Gazette of the Bolivarian Republic of Venezuela N° 38.081 (the “Buyer”), represented in this act by its President, the citizen Rafael Ramírez Carreño, who is Venezuelan citizen, of legal age, of this domicile, and bearer of the Identity Card N° 5.479.706, duly authorized for this act in accordance with the numeral 4 of the Thirty-Fourth Clause of the Corporate Charter and By-Laws of the Buyer;

WHEREAS that the Seller is the ultimate owner, through its affiliates of 58.961.700 shares (the “Shares”) of the Sistema Eléctrico de Nueva Esparta, C.A., a Venezuelan corporation (“SENECA”), representing seventy per cent (70%) of the issued ordinary shares of SENECA, and eighty eight and two thousandth per cent (88,002%) of its social capital;

WHEREAS SENECA, in one side, and some of the affiliates of the Seller, are reciprocally indebted for certain amounts under the concepts described in the Exhibit A, that upon set off result in a outstanding debt by SENECA to the affiliates of the Seller for an amount of at least one million nine hundred thousand Dollars of the United States of America (US$ 1.9 millions) (the “Indebtedness”);

WHEREAS, that the equipment of an affiliate of the Seller, described in Exhibit B of this Agreement (the “Equipment”) is currently subject to a lease between CMS Enterprises and SENECA (the “Lease”), which unpaid amount is of fifteen millions six hundred thousand Dollars of the United States of America (US$ 15,6 millions) including the payment of purchase to the termination;

WHEREAS the Seller and the Government of the Republic celebrated a Memorandum of Understanding dated February 13 ^th , 2007 (the “MOU”), which provides for: (i) the sale of the Shares by the Seller to the Buyer, (ii) the repayment of the Indebtedness, and (iii) the transfer in favor of SENECA of ownership of the Equipment (jointly referred to as the “Transactions”); and

WHEREAS the Seller and the Buyer wish to formalize the Transactions in the terms and conditions provided in this Agreement.

Based on the above and with the intention of being legally bound by the present Agreement, the parties of this Agreement (the “Parties”) agree the following:

CLAUSE 1
SALE PURCHASE

Clause 1.1. Sale Purchase of the Shares.

Subject to the terms and conditions of the present Agreement, at the moment of the Closing (as such term is defined below), the Seller shall assure that its affiliate (i) sell and transfer the Shares to the Buyer, free of all liens, (ii) release the repayment obligation under the Indebtedness, and (iii) sell and transfer the Equipment to the Buyer, free of all security interests. The total price that shall be paid by the Buyer to the Seller for the Transactions is of one hundred five million five hundred thousand Dollars of the United States of America (US$ 105,500,000) (the “Price of the Transactions”), which is divided as follows: (a) for the sale purchase of the Shares, eighty eight million Dollars of the United States of America (US$ 88,000,000); (b) for the repayment of the Indebtedness, one million nine hundred thousand Dollars of the United States of America (US$ 1,900,000); and (c) for the sale purchase of the Equipment, fifteen millions six hundred thousand Dollars of the United States of America (US$ 15,600,000). The Price of the Transactions shall be paid at the Closing (as such term is defined below) only and exclusively in Dollars of the United States of America (with exclusion of any other currency), though wire transfer in immediately available funds, without any set off, withholding (including withholding of taxes) deduction or restriction whatsoever, to the account that to such effect the Seller indicates in writing to the Buyer. The Price of the Transactions constitutes the total compensation to be paid to the Seller for the transfer of ownership of the Shares and the Equipment, as well as for the repayment of the Indebtedness. The Seller, on its own behalf and on behalf of its affiliates, (i) waives, from the Closing, all the claims that has or may have against the Republic or any of its agencies, dependences, enterprises or other entities (including SENECA), or any of their respective directors, officers, employees, agents or representatives, in connection with the Shares, to the announcements or acts of the Republic with respect to the nationalization of SENECA, or any other matter related to SENECA, being excepted any claim that the Seller may have under this Agreement and (ii) commits to indemnify to such parties for any claim of its affiliates related to such matters. The Buyer waives, from the Closing, all claims against the Seller or its affiliates or its respective directors, officers, employees, agents or representatives, for reasonable and legal acts of administration of SENECA carried out before the Closing.

Clause 1.2 Closing.

The formalization, perfection and completion of the Transactions shall take place, provided the conditions precedent that are referred in the Clause 5 of this Agreement have been satisfied, in a closing (the “Closing”) that shall be held in the offices of the Buyer in Caracas, Venezuela, on the working day that to such effect the Buyer sets on or before April 30, 2007 (the “Closing Date”) in the understanding that the Buyer shall notify the Seller of the Closing Date five (5) working days in advance.

CLAUSE 2

REPRESENTATIONS AND WARRANTIES OF THE SELLER

It is a corporation duly incorporated and existing in accordance with the law of the State of Michigan, United States of America, and has all the required powers and corporate authority to enter into this Agreement, comply with its obligations hereunder and to carry out the Transactions. This Agreement constitutes a valid and legally binding obligation of the Seller and enforceable against it in accordance with its terms. The Seller is not required to obtain the consent of any third party for the execution and performance of this Agreement. The execution and performance of this Agreement by Seller does not (i) constitutes any violation or breach, nor shall it give a right to the termination or acceleration of any obligation with respect to (a) any constitutive document of the Seller or of SENECA, or (b) any law to which the Seller or SENECA are subject, nor (ii) shall it create any security interest on the assets of SENECA.

Clause 2.2. Shares and Capital.

The Shares represent seventy per cent (70%) of the issued ordinary shares of SENECA, and the eighty eight and two thousandth per cent (88,002%) of its social capital. The affiliates of the Seller are the registered owners of the Shares, which are free of all security interests of any nature. Except for the Shares, neither the Seller nor any of its affiliates have any right on the social or stock capital of SENECA, nor have any other rights or interest on SENECA. The Buyer shall acquire the legitimate ownership of the Shares, free of all security interests, when the title to the Shares are delivered at the Closing and its assignment be inscribed on the books of SENECA. SENECA does not have any affiliate or subsidiary nor has any equity right of any kind on the social participation of any third party. Upon Closing, the Seller and its affiliates will not have any outstanding obligations or rights, option rights or other rights, contracts or compromises of any kind related to SENECA and its capital stock.

Clause 2.3 Equipment and Indebtedness.

An affiliate of the Seller is the owner of all the Equipment, free of all security interests. On the Closing, the Buyer shall acquire the legitimate ownership of the Equipment, free of liens of any nature. The Indebtedness is the only obligation of any nature of SENECA to the Seller or any of its affiliates, and from the Closing, SENECA shall cease to have any obligation with respect thereto.

Clause 2.4 Financial Statements.

The Appendix 2.4 contains a truthful copy of the financial statements and complementary information of SENECA, duly audited, which include the balance sheet, the profits and losses and cash flow reexpressed values, as of December 31 ^st , 2006 (the “Financial Statements”), in the understanding that the complementary information of the Financial Statements includes as well historical values. The Financial Statements were prepared in accordance with the general accepted accounting principles in the Republic, and present in an accurate form all the relevant aspects to the financial condition of SENECA to such date and the result of its operations during the exercise that has concluded.

Clause 2.5 Conduct of Business and Inexistence of Hidden Liabilities.

From the date of the issuance of the Financial Statements until the date of the present Agreement (i) SENECA has, in all the relevant aspects, carried out its business and operations within the ordinary course of the business in a manner consistent with its past commercial practices, (ii) neither the Seller, nor SENECA, has taken any action that, if taken after the execution of this Agreement, may constitute a breach to the provisions of Clauses 4.2 and 4.4 (neither has authorized, nor