exv10wa






Exhibit 10(a)




Execution Copy




AMENDMENT NO. 19

TO

RECEIVABLES PURCHASE AGREEMENT



THIS AMENDMENT NO. 19 TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) dated as of
March 17, 2010, is entered into among CONSUMERS RECEIVABLES FUNDING II, LLC (“Seller”),
CONSUMERS ENERGY COMPANY, in its capacity as Servicer (in such capacity, the “Servicer”),
FALCON ASSET SECURITIZATION COMPANY LLC (“Falcon”), and JPMORGAN CHASE BANK, N.A. (as
successor by merger to Bank One, NA (Main Office Chicago)) (“JPMorgan”), as a Financial
Institution and as Administrative Agent (in such capacity, the “Administrative Agent”).
Capitalized terms used herein without definition shall have the meanings ascribed thereto in the
“Purchase Agreement” referred to below.




PRELIMINARY STATEMENTS




          A. Reference is made to that certain Receivables Purchase Agreement dated as of May 22, 2003
among Seller, Servicer, Falcon and JPMorgan, as a Financial Institution and the Administrative
Agent (as amended prior to the date hereof and as the same may be further amended, restated,
supplemented or modified from time to time, the “Purchase Agreement”).




          B. The parties hereto have agreed to amend certain provisions of the Purchase Agreement upon
the terms and conditions set forth herein.




     SECTION 1. Amendment. Subject to the satisfaction of the conditions precedent set
forth in Section 3 hereof, the parties hereto hereby agree to amend the Purchase Agreement
as follows:




     (a) Exhibit IV to the Purchase Agreement is hereby replaced in its entirety
with Exhibit IV attached hereto.



     SECTION 2. Representations and Warranties. Each of the Seller and the Servicer
hereby represents and warrants to each of the other parties hereto, as to itself that:




     (a) it has all necessary corporate or company power and authority to execute and
deliver this Amendment and to perform its obligations under the Purchase Agreement as
amended hereby, the execution and delivery of this Amendment and the performance of its
obligations under the Purchase Agreement as amended hereby has been duly authorized by all
necessary corporate or company action on its part and this Amendment constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its terms; and




     (b) on the date hereof, before and after giving effect to this Amendment, (i) other
than as waived pursuant to this Amendment, no Amortization Event or Potential



 









 







Amortization
Event has occurred and is continuing and (ii) the aggregate Purchaser Interests do not
exceed the Applicable Maximum Purchaser Interest.



          SECTION 3. Conditions Precedent. This Amendment shall become effective on the first
Business Day (the “Effective Date”) on which (i) the Administrative Agent or its counsel
has received four (4) counterpart signature pages to this Amendment, executed by each of the
parties hereto and (ii) a fully executed and effective Collection Account Agreement dated as of the
date hereof, with respect to the Collection Account maintained at PNC Bank, National Association,
in form and substance satisfactory to the Administrative Agent.




          SECTION 4. Reference to and Effect on the Transaction Documents.




     (a) Upon the effectiveness of this Amendment, (i) each reference in the Purchase
Agreement to “this Receivables Purchase Agreement”, “this Agreement”, “hereunder”, “hereof”,
“herein” or words of like import shall mean and be a reference to the Purchase Agreement as
amended or otherwise modified hereby, and (ii) each reference to the Purchase Agreement in
any other Transaction Document or any other document, instrument or agreement executed
and/or delivered in connection therewith, shall mean and be a reference to the Purchase
Agreement as amended or otherwise modified hereby.




     (b) Except as specifically amended, terminated or otherwise modified above, the terms
and conditions of the Purchase Agreement, of all other Transaction Documents and any other
documents, instruments and agreements executed and/or delivered in connection therewith,
shall remain in full force and effect and are hereby ratified and confirmed.




     (c) The execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Administrative Agent or any Purchaser under the
Purchase Agreement or any other Transaction Document or any other document, instrument or
agreement executed in connection therewith, nor constitute a waiver of any provision
contained therein.



          SECTION 5. Execution in Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument. Delivery of an executed counterpart of a signature
page to this Amendment by facsimile or other electronic format shall be effective as delivery of a
manually executed counterpart of this Amendment.




          SECTION 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO THE LAW OF CONFLICTS) OF
THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.





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          SECTION 7. 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.




          SECTION 8. Fees and Expenses. Seller hereby confirms its agreement to pay on demand
all reasonable costs and expenses of the Administrative Agent or Purchasers in connection with the
preparation, execution and delivery of this Amendment and any of the other instruments, documents
and agreements to be executed and/or delivered in connection herewith, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent
or Purchasers with respect thereto.




[Remainder of Page Deliberately Left Blank]








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




	 	 	 	 	 
	 	CONSUMERS RECEIVABLES FUNDING II, LLC

 	 
	 	By:  	/s/ Laura L. Mountcastle
 	 
	 	 	Name:  	Laura L. Mountcastle 	 
	 	 	Title:  	President, Chief Executive Officer, Chief
Financial Officer and Treasurer 	 
	 
	 
	 	CONSUMERS ENERGY COMPANY, as Servicer

 	 
	 	By:  	/s/ Laura L. Mountcastle
 	 
	 	 	Name:  	Laura L. Mountcastle 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



Signature Page to Amendment No. 19









 









 








	 	 	 	 	 
	 	FALCON ASSET SECURITIZATION COMPANY LLC

 	 
	 	By:  	JPMorgan Chase Bank, N.A., its attorney-in-fact
 	 
	 	 	 
	 	By:  	                                      /s/ Patrick Menichillo
 	 
	 	 	Name:  	Patrick Menichillo 	 
	 	 	Title:  	Vice President 	 
	 
	 
	 	JPMORGAN CHASE BANK, N.A., as a Financial

Institution and Administrative Agent

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



Signature Page to Amendment No. 19








 









 








EXHIBIT IV




NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS; LOCK-BOXES



JP Morgan Chase Bank

717 Travis, TX2-S084

Houston, TX 77002

Contact: Nina Lacy

Phone: 713-216-2227

Collection Account: 1242263




Comerica Bank

500 Woodward Avenue, 9th Floor, MC3268

Detroit, MI 48226

Contact: Stacie McVeigh

Phone: 313-222-4515

Collection Account: 1076119914




Bank of America

540 W Madison St, Suite 1622

Chicago, IL 60661

Contact: Gabrielle Serrao

Phone: 800-699-7188 ext. 49452

Specified Accounts: 4825285820

Collection Account: 1054516142




Wachovia Bank

10401 Deerwood Park Blvd — FL0117

South Building, 3rd Floor

Jacksonville, FL 32256

Contact: Carol Grant

Phone: 800-590-7868 team 662 ext. 4

Collection Account: 2000032635920




Lock-Box Zip Code:

Lansing, MI 48937-0001




PNC Bank, National Association

620 Liberty Avenue

Pittsburgh, PA 15222

Contact: Gabe Galioto

Phone: 412-768-1819

Specified Account: 4006909862