September 25, 2008
Exhibit
(10)(tt)
EXECUTION VERSION
September 25, 2008
Consumers Energy Company
Xxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Xxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
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:
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/ Xxxxx Xxxxxx
|
|||||
Name: | Xxxxx Xxxxxx | |||||
Title: | Managing Director |
Signature Page to
Consumers First Amendment
Consumers First Amendment
S-1
CONSUMERS ENERGY COMPANY | ||||||
By: | /s/ Xxxxx X. Xxxxxxxxxxx
|
|||||
Name: | Xxxxx X. Xxxxxxxxxxx | |||||
Title: | Vice President and Treasurer |
Signature Page to
Consumers First Amendment
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 | |||
Xxxxx 0
|
XXX-/XXX-/Xxx0 | 39.0 bps | 157.5 bps | |||
Level 5
|
<BB+/BB+/Bal | 50.0 bps | 200.0 bps |
The “Rating” from S&P, Fitch or Xxxxx’x 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 Xxxxx’x 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 Xxxxx’x 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 Xxxxx’x shall issue a Rating, the Specified Rating shall
be such Rating.
(d) If none of S&P, Fitch and Xxxxx’x shall issue a Rating, the Specified Rating shall be
BB/BB/Ba2.
Schedule 1 to
First Amendment to
Reimbursement Agreement
First Amendment to
Reimbursement Agreement
Schedule 1 - 1