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Exhibit (10)(rr)




Execution Copy




AMENDMENT NO. 3

TO

RECEIVABLES SALE AGREEMENT




          THIS AMENDMENT NO. 3 TO RECEIVABLES SALE AGREEMENT (this “Amendment”) dated as of
September 3, 2009, 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 2 hereof, the parties hereto hereby agree to amend the Receivables Sale
Agreement as follows:





     (a) Exhibit 1 to the Receivables Sale Agreement is hereby amended to delete the
definition “Receivable” and replace it with the following:




     “Receivable” means all indebtedness and other obligations owed to
Originator (at the time it arises, and before giving effect to any transfer or
conveyance under the Agreement) or Buyer (after giving effect to the transfers under
the Agreement) or in which Originator or Buyer has a security interest or other
interest including, without limitation, any indebtedness, obligation or interest
constituting an account, chattel paper, instrument or general intangible, arising in
connection with the sale of goods, electricity or gas or the rendering of services
by Originator, and which is identified on the books and records of the Originator
(including its accounting system) with the account code “Account 1460000 Customer
Receivables”, and further includes, without limitation, the obligation to pay any
Finance Charges with respect thereto. Indebtedness and other rights and obligations
arising from any one transaction, including, without limitation, indebtedness and
other rights and obligations represented by an individual invoice, shall constitute
a Receivable separate from a Receivable consisting of the indebtedness and other
rights and obligations arising from any other transaction; provided that any
indebtedness, rights or obligations referred to in the immediately preceding
sentence shall be a Receivable regardless of whether the account debtor or
Originator treats such indebtedness, rights or obligations as a separate payment
obligation. Notwithstanding the foregoing, “Receivable” does







 









 









not include (i) Transferred Securitization Property or (ii) the books and records
relating solely to the Transferred Securitization Property; provided that the
determination of what constitutes collections of the Securitization Charges in
respect of Transferred Securitization Property shall be made in accordance with the
allocation methodology specified in Annex 2 to the Servicing Agreement.



          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








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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]







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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/ Thomas J. Webb
 	 
	 	 	Name:  	Thomas J. Webb 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	CONSUMERS ENERGY COMPANY

 	 
	 	By:  	/s/ Thomas J. Webb
 	 
	 	 	Name:  	Thomas J. Webb 	 
	 	 	Title:  	Executive Vice President and CFO 	 
	 
	 	Consented to by:




FALCON ASSET SECURITIZATION COMPANY LLC

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

Institution and Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	Patrick Menichillo 	 
	 	 	Title:  	Vice President 	 



Signature Page to Amendment No. 3 to RSA






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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:  	 	 
	 	 	Name:  	Thomas J. Webb 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	CONSUMERS ENERGY COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	Thomas J. Webb 	 
	 	 	Title:  	Executive Vice President and CFO 	 
	 
	 	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. 3 to RSA




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