Attached files
file | filename |
---|---|
10-Q - FORM 10-Q - CONSUMERS ENERGY CO | k49097e10vq.htm |
EX-31.B - EX-31.B - CONSUMERS ENERGY CO | k49097exv31wb.htm |
EX-10.C - EX-10.C - CONSUMERS ENERGY CO | k49097exv10wc.htm |
EX-10.F - EX-10.F - CONSUMERS ENERGY CO | k49097exv10wf.htm |
EX-10.D - EX-10.D - CONSUMERS ENERGY CO | k49097exv10wd.htm |
EX-31.A - EX-31.A - CONSUMERS ENERGY CO | k49097exv31wa.htm |
EX-10.G - EX-10.G - CONSUMERS ENERGY CO | k49097exv10wg.htm |
EX-32.A - EX-32.A - CONSUMERS ENERGY CO | k49097exv32wa.htm |
EX-10.E - EX-10.E - CONSUMERS ENERGY CO | k49097exv10we.htm |
EX-10.H - EX-10.H - CONSUMERS ENERGY CO | k49097exv10wh.htm |
EX-32.B - EX-32.B - CONSUMERS ENERGY CO | k49097exv32wb.htm |
EX-12.A - EX-12.A - CONSUMERS ENERGY CO | k49097exv12wa.htm |
EX-10.A - EX-10.A - CONSUMERS ENERGY CO | k49097exv10wa.htm |
EX-31.D - EX-31.D - CONSUMERS ENERGY CO | k49097exv31wd.htm |
EX-31.C - EX-31.C - CONSUMERS ENERGY CO | k49097exv31wc.htm |
EX-12.B - EX-12.B - CONSUMERS ENERGY CO | k49097exv12wb.htm |
Exhibit 10(b)
Execution Copy
Execution Copy
AMENDMENT NO. 5
TO
RECEIVABLES SALE AGREEMENT
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
LOCK-BOXES
JP Morgan Chase Bank
717 Travis, TX2-S084
Houston, TX 77002
Contact: Nina Lacy
Phone: 713-216-2227
Collection Account: 1242263
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
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
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
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
Lansing, MI 48937-0001
PNC Bank, National Association
620 Liberty Avenue
Pittsburgh, PA 15222
Contact: Gabe Galioto
Phone: 412-768-1819
Specified Account: 4006909862
620 Liberty Avenue
Pittsburgh, PA 15222
Contact: Gabe Galioto
Phone: 412-768-1819
Specified Account: 4006909862