EX-10.(TT)





Exhibit
(10)(tt)


EXECUTION VERSION


September 25, 2008


Consumers Energy Company

One Energy Plaza
Jackson, MI 49201
Attention: Beverly S. Burger


     Re:      First Amendment to Reimbursement Agreement


Ladies/Gentlemen:


     Please refer to the Letter of Credit Reimbursement Agreement dated as of November 30, 2007
(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. The Reimbursement Agreement is amended as follows:


     (a) The definition of “Expiration Date” in Section 1.1 is amended in its entirety to

read as follows:


          “Expiration Date” means November 30, 2009.


     (b) Effective on November 30, 2008, the definition of “Commitment Amount” in Section 1.1 is
amended by replacing the reference therein to “$200,000,000” with “$192,000,000”.


     (c) Schedule 1 is deleted in its entirety and replaced by Schedule 1 hereto.


     2. 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.


     3. 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.


     4. 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.


 








 




EXECUTION VERSION


     5. 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:
	 	/s/ Thane Rattew
 

	 	 
	 

	 	Name:
	 	Thane Rattew	 	 
	 

	 	Title:
	 	Managing Director	 	 





Signature Page to

Consumers First Amendment


S-1








 





	 	 	 	 	 	 	 
	 	 	CONSUMERS ENERGY COMPANY	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Laura L. Mountcastle
 

	 	 
	 

	 	Name:
	 	Laura L. Mountcastle	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 





Signature Page to

Consumers First Amendment


S-2








 








SCHEDULE 1




FEES




     The Commitment Fee Rate and the LC Commission Fee Rate shall be determined pursuant to the
applicable table below.



Table 1: Applicable until November 30, 2008:




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

	 	A-/A-/A3
	 	6.0 bps
	 	25.0 bps
	Level 2

	 	BBB+/BBB+/Baal
	 	7.0 bps
	 	30.0 bps
	Level 3

	 	BBB/BBB/Baa2
	 	9.0 bps
	 	37.5 bps
	Level 4

	 	BBB-/BBB-/Baa3
	 	12.5 bps
	 	55.0 bps
	Level 5

	 	BB+/BB+/Bal
	 	17.5 bps
	 	82.5 bps
	Level 6

	 	<BB/BB/Ba2
	 	22.5 bps
	 	122.5 bps






 Table 2: Applicable thereafter:




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

	 	A-/A-/A3
	 	21.0 bps
	 	103.0 bps
	Level 2

	 	BBB+/BBB+/Baal
	 	29.0 bps
	 	115.0 bps
	Level 3

	 	BBB/BBB/Baa2
	 	32.0 bps
	 	130.0 bps
	Level 4

	 	BBB-/BBB-/Baa3
	 	39.0 bps
	 	157.5 bps
	Level 5

	 	<BB+/BB+/Bal
	 	50.0 bps
	 	200.0 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.



Schedule 1 to

First Amendment to

Reimbursement Agreement





Schedule 1 - 1