exv10wsws









Exhibit (10)(ss)




Execution Copy




AMENDMENT NO. 4

TO

RECEIVABLES SALE AGREEMENT





     THIS AMENDMENT NO. 4 TO RECEIVABLES SALE AGREEMENT (this “Amendment”) dated as of February 12,
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 2 hereof, the parties hereto hereby agree to amend the Receivables Sale
Agreement as follows:



     (a) Exhibit I 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” or “Account 1460201
- A/R Other” (or, in each case, any subsequent or replacement account code used to identify similar
indebtedness or other similar obligations owed to Originator), 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.





	 	(b)	 	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




	 	(c)	 	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]









 









 








     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. 4 to RSA









 









 








	 	 	 	 	 
	 	Consented to by:




FALCON ASSET SECURITIZATION COMPANY LCC

 	 
	 	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. 4 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