exv10wxcy






Exhibit 10(c)




September 25, 2009




Consumers Energy Company

One Energy Plaza

Jackson, MI 49201

Attention: Beverly S. Burger




     Re:
Second Amendment to Reimbursement Agreement



     Ladies/Gentlemen:



     Please refer to the Letter of Credit Reimbursement Agreement dated as of November 30, 2007 (as
previously amended, the “Reimbursement Agreement”) between Consumers Energy Company (the “Company”)
and The Bank of Nova Scotia (the “Bank”). Capitalized terms used but not defined herein have the
respective meanings set forth in the Reimbursement Agreement.



     The Company and the Bank agree as follows:




1. Amendments. Effective as of November 30, 2009, the Reimbursement Agreement shall be
amended as set forth below:




(a) The definitions of “Commitment Amount” and “Expiration Date” shall be amended in their
entirety to read as follows, respectively:




“Commitment Amount” means $30,000,000.




“Expiration Date” means November 30, 2010.



     (b) Schedule 1 shall be deleted in its entirety and replaced by Schedule 1
hereto.



     2. Amendment Fee. In consideration of the amendments to the Reimbursement Agreement set forth
herein, the Company agrees to pay to the Bank, in immediately available funds on the date of the
execution and delivery hereof by the parties hereto, an amendment fee of $300,000.00.



     3. Confirmation. The Company confirms to the Bank that each Transaction Document (a) continues
in full force and effect on the date hereof after giving effect to this letter agreement and (b) is
the legal, valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the
enforceability of creditors’ rights generally and to general principles of equity.



     4. Effectiveness. This letter amendment shall become effective on the date on which the Bank
has received counterparts of this letter amendment signed by the Company.



     5. Reference in Other Documents. After the date of the effectiveness hereof, references to the
Reimbursement Agreement in any other agreement or document (including any other Transaction
Document) shall be references to the Reimbursement Agreement as amended hereby.



     6. Miscellaneous. Except to the extent expressly set forth herein, all of the terms and
conditions of the Reimbursement Agreement and the other Transaction Documents shall remain
unchanged and in full force and effect.

















 





     6. Counterparts. This letter amendment may be executed in any number of counterparts and by
the parties hereto on separate counterparts, and each such counterpart shall be deemed to be an
original, but all such counterparts shall together constitute but one and the same agreement.



     7. Governing Law. This letter amendment shall be a contract made under and governed by the
internal laws of the State of New York.



     Please evidence your agreement to the foregoing by signing and returning a counterpart of this
letter agreement to the Bank.



	 	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Thane Rattew
 

Thane Rattew
	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	CONSUMERS ENERGY COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	Signature Page to Second Amendment to Reimbursement Agreement






     5. Reference in Other Documents. After the date of the effectiveness hereof, references to the
Reimbursement Agreement in any other agreement or document (including any other Transaction
Document) shall be references to the Reimbursement Agreement as amended hereby.



     6. Miscellaneous. Except to the extent expressly set forth herein, all of the terms and
conditions of the Reimbursement Agreement and the other Transaction Documents shall remain
unchanged and in full force and effect.



     6. Counterparts. This letter amendment may be executed in any number of counterparts and by
the parties hereto on separate counterparts, and each such counterpart shall be deemed to be an
original, but all such counterparts shall together constitute but one and the same agreement.



     7. Governing Law. This letter amendment shall be a contract made under and governed by the
internal laws of the State of New York.



     Please evidence your agreement to the foregoing by signing and returning a counterpart of this
letter agreement to the Bank.



	 	 	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






 









 






	 	 	 	 	 	 	 
	 	 	CONSUMERS ENERGY COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Laura L. Mountcastle
 

	 	 
	 

	 	Name:
	 	Laura L. Mountcastle	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	Signature Page to Second Amendment to Reimbursement Agreement






SCHEDULE 1




FEES




     Effective on November 30, 2010 and thereafter, the Commitment Fee Rate and the LC Commission
Fee Rate shall be determined pursuant to the table below.



	 	 	 	 	 	 	 
	 	 	 	 	Commitment Fee	 	LC Commission Fee
	 	 	Specified Rating	 	Rate (per annum)	 	Rate (per annum)
	Level 1

	 	A-/A-/A3
	 	35 bps
	 	125 bps
	Level 2

	 	BBB+/BBB+/Baal
	 	40 bps
	 	150 bps
	Level 3

	 	BBB/BBB/Baa2
	 	45 bps
	 	175 bps
	Level 4

	 	BBB-/BBB-/Baa3
	 	60 bps
	 	225 bps
	Level 5

	 	BB+/BB+/Bal
	 	75 bps
	 	300 bps
	Level 6

	 	<BB/BB/Ba2
	 	100 bps
	 	400 bps






     The “Rating” from S&P, Fitch or Moody’s shall mean (a) at any time prior to the FMB Release
Date, the rating issued by such rating agency and then in effect with respect to the Senior Debt,
and (b) at any time thereafter, the rating issued by such rating agency and then in effect with
respect to the Company’s senior unsecured long-term debt (without credit enhancement).



     (a) If each of S&P, Fitch and Moody’s shall issue a Rating, the Specified Rating shall be (i)
if two of such Ratings are the same, such Ratings; and (ii) if all such Ratings are different, the
middle of such Ratings.



     (b) If only two of S&P, Fitch and Moody’s shall issue a Rating, the Specified Rating shall be
the higher of such Ratings; provided that if a split of greater than one ratings category occurs
between such Ratings, the Specified Rating shall be the ratings category that is one category below
the higher of such Ratings.



     (c) If only one of S&P, Fitch and Moody’s shall issue a Rating, the Specified Rating shall be
such Rating.



     (d) If none of S&P, Fitch and Moody’s shall issue a Rating, the Specified Rating shall be
BB/BB/Ba2.
5256000



Schedule 1 to Second Amendment to Reimbursement Agreement