EX-10.(B)





Exhibit (10)(b)


EXECUTION COPY


AMENDMENT NO. 2


     This AMENDMENT NO. 2, dated as of January 23, 2009 (this
“Amendment”), is by and among CMS
Energy Corporation, a Michigan corporation (the “Borrower”), the financial institutions parties to
the “Credit Agreement” (defined below) as lenders (the “Lenders”), and Citicorp USA, Inc.
(“CUSA”), as administrative agent (in such capacity, the “Administrative Agent”).


     WHEREAS, the Borrower, the Lenders, the Administrative Agent and CUSA, as collateral agent,
have entered into a Seventh Amended and Restated Credit Agreement, dated as of April 2, 2007 (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”;
capitalized terms not defined herein are used as defined in the Credit Agreement);


     WHEREAS, the Borrower, the requisite number of Lenders under Section 11.01 of the
Credit Agreement and the Administrative Agent have agreed, subject to the terms and conditions
hereof, to amend the Credit Agreement as hereinafter set forth.



     NOW, THEREFORE, in consideration of the premises set forth above, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrower, the requisite number of Lenders under Section 11.01 of the Credit Agreement and
the Administrative Agent agree as follows:



     1. Amendment to Credit Agreement. Subject to the conditions set forth in
Paragraph 2 hereof, Section 9.01(e) of the Credit Agreement is hereby amended by inserting
immediately after the phrase “but excluding Debt incurred under this Agreement” the following
phrase: “and excluding Consumers’ accounts receivable securitization programs”.



     2. Conditions to Effectiveness. The amendments contemplated by this Amendment
shall become effective upon the satisfaction of the following conditions:




     (a) The Administrative Agent shall have received duly executed counterparts
hereof from each of the requisite number of Lenders under Section 11.01 of the
Credit Agreement, the Administrative Agent and the Borrower.




     (b) As of the date hereof, all representations and warranties contained in this
Amendment shall be true and correct in all material respects.




     (c) As of the date hereof no event shall have occurred and be continuing
which constitutes an Event of Default or a Default.



     3. Reference to and Effect on the Loan Documents. On and after the effective
date of this Amendment, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and
be a reference to the Credit Agreement, as modified by this Amendment, and each reference in
the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like
import referring to the Credit Agreement shall mean and be a reference to the Credit
Agreement,



 









 




as modified by this Amendment. Except as specifically set forth above, the Credit Agreement and
all other Loan Documents are and shall continue to be in full force and effect and are hereby in
all respects ratified and confirmed.




     4. Miscellaneous.




     (a)
Representations and Warranties. The Borrower represents and warrants that:


     (i) The representations and warranties contained in Section 7.01 of
the Credit Agreement (other than those contained in subsection (f) thereof)
are correct in all material respects on and as of the date hereof (unless such
representation and warranty is made as of a specific date, in which case such
representation and warranty shall be true and correct as of such date), and no
event has occurred and is continuing that constitutes a Default or an Event of
Default;




     (ii) The Borrower is duly organized and validly existing and in good standing
under the laws of the jurisdiction of its organization and has the requisite power
and authority to execute, deliver and carry out the terms and provisions of this
Amendment and has taken or caused to be taken all necessary corporate or limited
liability company action to authorize the execution, delivery and performance of
this Amendment;




     (iii) No consent of any other person, including, without limitation,
shareholders or creditors of the Borrower, and no action of, or filing with, any
governmental or public body or authority, is required to authorize, or is otherwise
required in connection with the execution, delivery and performance of, this
Amendment;




     (iv) This Amendment has been duly executed and delivered by a duly authorized
officer on behalf of the Borrower, and constitutes the legal, valid and binding
obligations of the Borrower, enforceable in accordance with its terms, except as
enforcement thereof may be subject to the effect of any applicable (A) bankruptcy,
insolvency, reorganization, moratorium or similar law affecting creditors’ rights
generally and (B) general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law); and




     (v) The execution, delivery and performance of this Amendment will not violate
any law, statute or regulation applicable to the Borrower or any order or decree of
any court or governmental instrumentality applicable to it, or conflict with, or
result in the breach of, or constitute a default under, any of its contractual
obligations.




     (b) No Waiver. Nothing herein contained shall constitute a waiver or be
deemed to be a waiver, of any existing Defaults or Events of Default, and the Lenders
and the Administrative Agent reserve all rights and remedies granted to them by the
Credit Agreement, by the other Loan Documents, by law and otherwise.



2









 






     (c) Costs and Expenses. The Borrower agrees to pay all reasonable costs and
out-of-pocket expenses (including, without limitation, reasonable attorneys’ fees)
incurred by the Administrative Agent in connection with the preparation, execution and
enforcement of this Amendment.




     (d) Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any
other purpose.




     (e) Counterparts. This Amendment may be executed in any number of
separate counterparts, each of which shall collectively and separately constitute one
agreement. Delivery of an executed counterpart of a signature page to this Amendment
by facsimile shall be effective as delivery of a manually executed counterpart of this
Amendment.




     (f) GOVERNING LAW. THIS AMENDMENT 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).



[signature
pages follow]


3









 





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



	 	 	 	 	 
	 	CMS ENERGY CORPORATION, as Borrower

 	 
	 	By:  	/s/ Laura L. Mountcastle
 	 
	 	 	Name:  	Laura L. Mountcastle 	 
	 	 	Title:  	Vice President & Treasurer 	 
	 
	 	CITICORP USA, INC., as Administrative Agent

 	 
	 	By:  	/s/ Amit Vasani 	 
	 	 	Name:  	Amit Vasani 	 
	 	 	Title:  	VP 	 
	 
	 	CITIBANK, N.A., as a Lender

 	 
	 	By:  	/s/ Amit Vasani 	 
	 	 	Name:  	Amit Vasani 	 
	 	 	Title:  	VP 	 
	 




Signature Page to Amendment No. 2 to

Seventh Amended and Restated Credit Agreement

(CMS Energy Corporation)




 








 





	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, N.A., as a Lender

 	 
	 	By:  	/s/ Jeff Fesenmaier
 	 
	 	 	Name:  	Jeff Fesenmaier  	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 2 to

Seventh Amended and Restated Credit Agreement

(CMS Energy Corporation)




 









 





	 	 	 	 	 
	 	BARCLAYS BANK PLC, as a Lender

 	 
	 	By:  	/s/ Alicia Borys
 	 
	 	 	Name:  	Alicia Borys 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Signature Page to Amendment No. 2 to

Seventh Amended and Restated Credit Agreement

(CMS Energy Corporation)




 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as a Lender

 	 
	 	By:  	/s/  Juan Javellana
 	 
	 	 	Name:  	Juan Javellana 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 2 to

Seventh Amended and Restated Credit Agreement

(CMS Energy Corporation)



 









 





	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, 

as a Lender 
 	 
	 	By:  	/s/ Frederick W. Price
 	 
	 	 	Name:  	Frederick W. Price 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to Amendment No. 2 to

Seventh Amended and Restated Credit Agreement

(CMS Energy Corporation)


 








 





	 	 	 	 	 
	 	MERRILL LYNCH BANK USA, as a Lender

 	 
	 	By:  	/s/ Louis Alder
 	 
	 	 	Name:  	Louis Alder 	 
	 	 	Title:  	First Vice President 	 
	 



Signature Page to Amendment No. 2 to

Seventh Amended and Restated Credit Agreement

(CMS Energy Corporation)


 








 




	 	 	 	 	 
	 	BNP PARIBAS, as a Lender

 	 
	 	By:  	/s/ Francis J. Delaney 	 
	 	 	Name:  	FRANCIS J. DELANEY 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	
/s/ Ravina Advani
 	 
	 	 	Name:  	Ravina Advani 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 2 to

Seventh Amended and Restated Credit Agreement

(CMS Energy Corporation)


 








 





	 	 	 	 	 
	 	SUNTRUST BANK, as a Lender

 	 
	 	By:  	/s/ Andrew Johnson
 	 
	 	 	Name:  	Andrew Johnson 	 
	 	 	Title:  	Director 	 
	 



Signature Page to Amendment No. 2 to

Seventh Amended and Restated Credit Agreement

(CMS Energy Corporation)




 









 





	 	 	 	 	 
	 	UBS LOAN FINANCE LLC, as a Lender
 	 
	 	By:  	/s/ Richard L. Tavrow
 	 
	 	 	Name:  	Richard L. Tavrow  	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa  	 
	 	 	Title:  	Associate Director 	 
	 



Signature Page to Amendment No. 2 to

Seventh Amended and Restated Credit Agreement

(CMS Energy Corporation)


 








 








	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, 

as a Lender 
 	 
	 	By:  	/s/ Marcus M. Tarkington
 	 
	 	 	Name:  	Marcus M. Tarkington 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	/s/ Anca Trifan
 	 
	 	 	Name:  	Anca Trifan  	 
	 	 	Title:  	Director 	 
	 



Signature Page to Amendment No. 2 to

Seventh Amended and Restated Credit Agreement

(CMS Energy Corporation)


 








 





	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Sherrie I. Manson
 	 
	 	 	Name:  	Sherrie I. Manson 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature Page to Amendment No. 2 to

Seventh Amended and Restated Credit Agreement

(CMS Energy Corporation)





 









 





	 	 	 	 	 
	 	LASALLE BANK MIDWEST, N.A., as a Lender

 	 
	 	By:  	/s/  Neil Hilton 	 
	 	 	Name:  	NEIL HILTON 	 
	 	 	Title:  	SENIOR VICE PRESIDENT 	 
	 



Signature Page to Amendment No. 2 to

Seventh Amended and Restated Credit Agreement

(CMS Energy Corporation)





 









 








	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, 

as a Lender 
 	 
	 	By:  	/s/ Mikhail Faybusovich
 	 
	 	 	Name:  	Mikhail Faybusovich 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	/s/ Karim Blasetti
 	 
	 	 	Name:  	Karim Blasetti 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 2 to

Seventh Amended and Restated Credit Agreement

(CMS Energy Corporation)


 








 





	 	 	 	 	 
	 	FIFTH THIRD BANK, as a Lender

 	 
	 	By:  	/s/ Brian Jelinski
 	 
	 	 	Name:  	Brian Jelinski 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Signature
Page to Amendment No. 2 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)


 








 








	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
 	 
	 	By:  	/s/ Scott Bjelde
 	 
	 	 	Name:  	Scott Bjelde 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature
Page to Amendment No. 2 to

Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)


 








 








	 	 	 	 	 
	 	BAYERISCHE LANDESBANK, as a Lender

 	 
	 	By:  	/s/ Gina Hoey  	 
	 	 	      Gina Hoey  	 
	 	 	      Vice President 	 
	 
	 	 	 
	 	By:  	                         /s/ John Gregory
 	 
	 	 	      John Gregory 	 
	 	 	      First Vice President 	 
	 



Signature Page to Amendment No. 2 to

Seventh Amended and Restated Credit Agreement

(CMS Energy Corporation)





 








 








	 	 	 	 	 
	 	HUNTINGTON NATIONAL BANK, as a Lender

 	 
	 	By:  	/s/ Patrick Barbour 	 
	 	 	Name:  	Patrick Barbour 	 
	 	 	Title:  	Vice President 	 
	 



Signature
Page to Amendment No. 2 to

Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)


 









 





	 	 	 	 	 
	 	GOLDMAN SACHS CREDIT PARTNERS, L.P., 
as a Lender 
 	 
	 	By:  	/s/ Andrew  Caditz
 	 
	 	 	Name:  	Andrew  Caditz 	 
	 	 	Title:  	Vice President 	 
	 



Signature
Page to Amendment No. 2 to

Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)


 








 





	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORP.,

as a Lender 
 	 
	 	By:  	/s/ William M. Ginn
 	 
	 	 	Name:  	William M. Ginn 	 
	 	 	Title:  	General Manager 	 
	 



Signature Page to Amendment No. 2 to

Seventh Amended and Restated Credit Agreement

(CMS Energy Corporation)





 








 








	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC, 
as a Lender
 	 
	 	By:  	/s/ Andrew Taylor
 	 
	 	 	Name:  	Andrew Taylor 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Amendment No. 2 to

Seventh Amended and Restated Credit Agreement

(CMS Energy Corporation)