exv10wb






Exhibit 10(b)



Execution Copy




AMENDMENT NO. 5

TO

RECEIVABLES SALE AGREEMENT




          THIS AMENDMENT NO. 5 TO RECEIVABLES SALE AGREEMENT (this “Amendment”) dated as of
March 17, 2010, is entered into among CONSUMERS RECEIVABLES FUNDING II, LLC (“Buyer”) and
CONSUMERS ENERGY COMPANY (“Originator”). Capitalized terms used herein without definition shall
have the meanings ascribed thereto in the “Receivables Sale Agreement” referred to below.




PRELIMINARY STATEMENTS




          A. Reference is made to that certain Receivables Sale Agreement dated as of May 22, 2003
between Buyer and Originator (as amended prior to the date hereof, as amended hereby and as the
same may be further amended, restated, supplemented or modified from time to time, the
“Receivables Sale Agreement”).




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




          SECTION 1. Amendments. Subject to the satisfaction of the condition precedent set
forth in Section 3 hereof, the parties hereto hereby agree to amend the Receivables Sale
Agreement as follows:





     (a) Exhibit III to the Receivables Sale Agreement is hereby replaced in its
entirety with the Exhibit III attached hereto.



          SECTION 2. Representations and Warranties. The Originator hereby represents and
warrants to Buyer and its assigns that:




     (a) 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, no
Termination Event or Potential Termination Event has occurred and is continuing.



          SECTION 3. Conditions Precedent. This Amendment shall become effective on the first
Business Day (the “Effective Date”) on which Buyer and the Administrative Agent or its
counsel has received four (4) counterpart signature pages to this Amendment, executed by each of
the parties hereto.




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






 









 









     (a) Upon the effectiveness of this Amendment, (i) each reference in the Receivables
Sale Agreement to “this Receivables Sale Agreement”, “this Agreement”, “hereunder”,
“hereof”, “herein” or words of like import shall mean and be a reference to the Receivables
Sale Agreement as amended or otherwise modified hereby, and (ii) each reference to the
Receivables Sale 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 Receivables Sale Agreement as amended or otherwise modified hereby.




     (b) Except as specifically amended, terminated or otherwise modified above, the terms
and conditions of the Receivables Sale 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 Buyer or its assigns under the Receivables Sale
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. Buyer and its assigns hereby expressly reserve all of their rights with respect to
the occurrence of other Termination Events, if any, whether previously existing or
hereinafter arising or which exist at any time on or after the date first written above.



          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 telecopier shall be effective as delivery of a manually executed counterpart
of this Amendment.




          SECTION 6. Governing Law. THIS AGREEMENT 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.




          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.




[Remainder of Page Deliberately Left Blank]








2









 








          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

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



Signature Page to Amendment No. 5 to RSA



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Consented to by:





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. 5 to RSA






 









 








EXHIBIT III




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