as Financial Institutions,
as Administrative Agent
RECEIVABLES PURCHASE AGREEMENT
PURCHASE ARRANGEMENTS
2
PAYMENTS AND COLLECTIONS
3
4
5
6
COMPANY FUNDING
FINANCIAL INSTITUTION FUNDING
7
8
REPRESENTATIONS AND WARRANTIES
9
10
11
12
CONDITIONS OF PURCHASES
13
14
COVENANTS
15
16
17
18
19
20
21
22
23
24
ADMINISTRATION AND COLLECTION
25
26
27
AMORTIZATION EVENTS
28
29
30
INDEMNIFICATION
31
32
33
34
THE AGENT
35
36
37
ASSIGNMENTS; PARTICIPATIONS
38
39
MISCELLANEOUS
40
41
42
43
44
45
46
CONSUMERS RECEIVABLES FUNDING II, LLC | ||||||
By: | /s/ Laura L. Mountcastle | |||||
Name: | Laura L. Mountcastle | |||||
Title: | President | |||||
Address: | Consumers Receivables Funding II, LLC One Energy Plaza Jackson, Michigan 49201 FAX: (517) 788-8233 | |||||
CONSUMERS ENERGY COMPANY, as Servicer | ||||||
By: | /s/ Laura L. Mountcastle | |||||
Name: | ||||||
Title: | Vice President | |||||
Address: | Consumers Energy Company One Energy Plaza Jackson, Michigan 49201 FAX: (517) 788-8233 |
FALCON ASSET SECURITIZATION CORPORATION | ||||||
By: | /s/ Leo V. Loughead | |||||
Address: | c/o Bank One, NA (Main Office Chicago), | |||||
as Administrative Agent | ||||||
Asset Backed Finance | ||||||
Suite IL1-1729, 1-19 | ||||||
1 Bank One Plaza | ||||||
Chicago, Illinois 60670-1729 | ||||||
FAX: | (312) 732-1844 |
BANK ONE, NA (MAIN OFFICE CHICAGO), as a Financial | ||||||
Financial Institution and as Administrative Agent | ||||||
By: | /s/ Leo V. Loughead | |||||
Name: | ||||||
Title: | Managing Director, Capital Markets | |||||
Address: | Bank One, NA (Main Office Chicago) | |||||
Asset Backed Finance | ||||||
Suite IL1-1729, 1-19 | ||||||
1 Bank One Plaza | ||||||
Chicago, Illinois 60670-1729 | ||||||
Fax: | (312) 732-3600 |
Exh I - 1
Monthly Report Coverage Period | Applicable Maximum Purchaser Interest | |
January | 95% | |
February | 92.5% | |
March | 85% | |
April | 85% | |
May | 100% | |
June | 100% | |
July | 100% | |
August | 95% | |
September | 95% | |
October | 100% | |
November | 100% | |
December | 100% |
Exh I - 2
Debt Rating by S&P/Moody’s | Applicable Stress Factor | |
Greater than or equal to BBB-/Baa3 | 2.0 | |
Less than BBB-/Baa3, but greater than or equal to BB/Ba2 | 2.25 | |
Less than BB/Ba2 or unrated | 2.5 |
Exh I - 3
Exh I - 4
Exh I - 5
Exh I - 6
DP | = | the Dilution Percentage; | ||||
ADR | = | the average of the monthly Dilution Ratios occurring during the 12 most recent Accrual Periods; | ||||
ASF | = | Applicable Stress Factor; | ||||
HDR | = | the highest Dilution Ratio occurring during the 12 most recent Accrual Periods; and | ||||
DHF | = | the Dilution Horizon Factor at such time. |
Exh I - 7
Exh I - 8
Exh I - 9
Exh I - 10
Exh I - 11
Exh I - 12
ASF | = | Applicable Stress Factor; | ||||
LP | = | the Loss Percentage; | ||||
LHF | = | the Loss Horizon Factor; and | ||||
LR | = | the highest three month rolling average of the Loss Ratios occurring during the 12 most recent Accrual Periods. |
Exh I - 13
Exh I - 14
Exh I - 15
C | ||||
NRB—AR |
where: | ||||||
C | = | the Capital of such Purchaser Interest. | ||||
AR | = | the Aggregate Reserves. | ||||
NRB | = | the Net Receivables Balance. |
Exh I - 16
Exh I - 17
Aggregate Reduction | Required Notice Period | |
<$50,000,000 | one Business Days | |
$50,000,000 to $99,999,999.99 | two Business Days | |
$100,000,000 to $250,000,000 | five Business Days | |
>$250,000,000 | ten Business Days |
Exh I - 18
Exh I - 19
Exh I - 20
Exh I - 21
Sch. C-1
Sch. C-2
Sch. C-3
Sch. C-4
Sch. C-5
(continued)
Page | ||||
ARTICLE I | ||||
PURCHASE ARRANGEMENTS | 1 | |||
Section 1.1 Purchase Facility | 1 | |||
Section 1.2 Increases | 2 | |||
Section 1.3 Decreases | 2 | |||
Section 1.4 Payment Requirements | 2 | |||
ARTICLE II | ||||
PAYMENTS AND COLLECTIONS | 3 | |||
Section 2.1 Payments | 3 | |||
Section 2.2 Collections Prior to Amortization | 3 | |||
Section 2.3 Terminating Financial Institutions | 5 | |||
Section 2.4 Collections Following Amortization | 5 | |||
Section 2.5 Application of Collections | 5 | |||
Section 2.6 Payment Rescission | 6 | |||
Section 2.7 Maximum Purchaser Interests | 6 | |||
Section 2.8 Clean Up Call | 6 | |||
Section 2.9 Payment Allocations | 6 | |||
ARTICLE III | ||||
COMPANY FUNDING | 7 | |||
Section 3.1 Yield | 7 | |||
Section 3.2 Payments | 7 | |||
Section 3.3 Calculation of Yield | 7 | |||
ARTICLE IV | ||||
FINANCIAL INSTITUTION FUNDING | 7 | |||
Section 4.1 Financial Institution Funding | 7 | |||
Section 4.2 Yield Payments | 7 | |||
Section 4.3 Selection and Continuation of Tranche Periods | 7 | |||
Section 4.4 Financial Institution Bank Rates | 8 | |||
Section 4.5 Suspension of the LIBO Rate | 8 | |||
Section 4.6 Liquidity Agreement Fundings | 9 | |||
ARTICLE V | ||||
REPRESENTATIONS AND WARRANTIES | 9 | |||
Section 5.1 Representations and Warranties of The Seller Parties | 9 |
Page vi
Page | ||||
Section 5.2 Financial Institution Representations and Warranties | 13 | |||
ARTICLE VI | ||||
CONDITIONS OF PURCHASES | 13 | |||
Section 6.1 Conditions Precedent to Initial Incremental Purchase | 13 | |||
Section 6.2 Conditions Precedent to All Purchases and Reinvestments | 14 | |||
ARTICLE VII | ||||
COVENANTS | 15 | |||
Section 7.1 Affirmative Covenants of The Seller Parties | 15 | |||
Section 7.2 Negative Covenants of the Seller Parties | 23 | |||
ARTICLE VIII | ||||
ADMINISTRATION AND COLLECTION | 25 | |||
Section 8.1 Designation of Servicer | 25 | |||
Section 8.2 Duties of Servicer | 26 | |||
Section 8.3 Collection Notices | 27 | |||
Section 8.4 Responsibilities of Seller | 27 | |||
Section 8.5 Reports | 28 | |||
Section 8.6 Servicing Fees | 28 | |||
ARTICLE IX | ||||
AMORTIZATION EVENTS | 28 | |||
Section 9.1 Amortization Events | 28 | |||
Section 9.2 Remedies | 30 | |||
ARTICLE X | ||||
INDEMNIFICATION | 31 | |||
Section 10.1 Indemnities by the Seller | 31 | |||
Section 10.2 Indemnities by the Servicer | 33 | |||
Section 10.3 Increased Cost and Reduced Return | 34 | |||
Section 10.4 Other Costs and Expenses | 35 | |||
ARTICLE XI | ||||
THE AGENT | 35 | |||
Section 11.1 Authorization and Action | 35 | |||
Section 11.2 Delegation of Duties | 36 | |||
Section 11.3 Exculpatory Provisions | 36 | |||
Section 11.4 Reliance by Administrative Agent | 36 | |||
Section 11.5 Non-Reliance on Administrative Agent and Other Purchasers | 36 | |||
Section 11.6 Reimbursement and Indemnification | 37 | |||
Section 11.7 Administrative Agent in its Individual Capacity | 37 | |||
Section 11.8 Successor Administrative Agent | 37 |
Sch. C-vii
Page | ||||
ARTICLE XII | ||||
ASSIGNMENTS; PARTICIPATIONS | 38 | |||
Section 12.1 Assignments | 38 | |||
Section 12.2 Participations | 39 | |||
Section 12.3 Extension of Liquidity Termination Date | 39 | |||
Section 12.4 Terminating Financial Institutions | 40 | |||
ARTICLE XIII | ||||
MISCELLANEOUS | 40 | |||
Section 13.1 Waivers and Amendments | 40 | |||
Section 13.2 Notices | 41 | |||
Section 13.3 Ratable Payments | 42 | |||
Section 13.4 Protection of Ownership Interests of the Purchasers | 42 | |||
Section 13.5 Confidentiality | 42 | |||
Section 13.6 Bankruptcy Petition | 43 | |||
Section 13.7 Limitation of Liability | 43 | |||
Section 13.8 CHOICE OF LAW | 44 | |||
Section 13.9 CONSENT TO JURISDICTION | 44 | |||
Section 13.10 WAIVER OF JURY TRIAL | 44 | |||
Section 13.11 Integration; Binding Effect; Survival of Terms | 45 | |||
Section 13.12 Counterparts; Severability; Section References | 45 | |||
Section 13.13 Bank One Roles | 45 | |||
Section 13.14 Characterization | 45 | |||
Section 13.15 Intercreditor Agreement | 46 | |||
Exhibits and Schedules | ||||
Exhibit I | Definitions | |||
Exhibit II | Form of Purchase Notice | |||
Exhibit III | Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Number(s) | |||
Exhibit IV | Names of Collection Banks; Collection Accounts; Lock-Boxes; Specified Accounts | |||
Exhibit V | Form of Compliance Certificate | |||
Exhibit VI | Form of Collection Account Agreement | |||
Exhibit VII | Form of Assignment Agreement | |||
Exhibit VIII | Credit and Collection Policy | |||
Exhibit IX | Form of Monthly Report | |||
Exhibit X | Form of Reduction Notice | |||
Exhibit XI | Form of P.O. Box Transfer Notice | |||
Schedule A | Commitments | |||
Schedule B | Closing Documents | |||
Schedule C | Financial Covenant Definitions |
Sch. C-viii
to
RECEIVABLES PURCHASE AGREEMENT
Dated as of August 18, 2003
2
3
4
CONSUMERS RECEIVABLES FUNDING II, LLC, as Seller | ||||
By: | /s/ Laura L. Mountcastle | |||
NAME: Laura L. Mountcastle | ||||
Title: | President | |||
CONSUMERS ENERGY COMPANY, as Servicer | ||||
By: | /s/ Laura L. Mountcastle | |||
Name: | Laura L. Mountcastle | |||
Title: | Vice President | |||
FALCON ASSET SECURITIZATION CORPORATION | ||||
By: | /s/ Leo Loughead | |||
Name: | Leo Loughead | |||
Title: | Authorized Signatory | |||
BANK ONE, NA (MAIN OFFICE CHICAGO), as a Financial Institution and as Administrative Agent | ||||
By: | /s/ Leo Loughead | |||
Name: | Leo Loughead | |||
Title: | Managing Director, Capital Markets | |||
TO
RECEIVABLES PURCHASE AGREEMENT
2
3
CONSUMERS RECEIVABLES FUNDING II, LLC | ||||
By: | /s/ Laura L. Mountcastle | |||
Name: | Laura L. Mountcastle | |||
Title: | President | |||
CONSUMERS ENERGY COMPANY, as Servicer | ||||
By: | /s/ Laura L. Mountcastle | |||
Name: | Laura L. Mountcastle | |||
Title: | Vice President | |||
FALCON ASSET SECURITIZATION CORPORATION | ||||
By: | /s/ Leo V. Loughead | |||
Name: | Leo V. Loughead | |||
Title: | Authorized Signatory | |||
BANK ONE, NA (MAIN OFFICE CHICAGO), as a Financial Institution and Administrative Agent | ||||
By: | /s/ Leo V. Loughead | |||
Name: | Leo V. Loughead | |||
Title: | Managing Director Capital Markets | |||
TO
RECEIVABLES PURCHASE AGREEMENT
2
3
4
5
CONSUMERS RECEIVABLES FUNDING II, LLC | ||||
By: | /s/ Laura L. Mountcastle | |||
Name: | Laura L. Mountcastle | |||
Title: | President | |||
CONSUMERS ENERGY COMPANY, as Servicer | ||||
By: | /s/ Laura L. Mountcastle | |||
Name: | Laura L. Mountcastle | |||
Title: | Vice President and Treasurer | |||
FALCON ASSET SECURITIZATION CORPORATION | ||||
By: | /s/ Leo V. Loughead | |||
Name: | Leo V. Loughead | |||
Title: | Authorized Signatory | |||
BANK ONE, NA (MAIN OFFICE CHICAGO), as a Financial Institution and Administrative Agent | ||||
By: | /s/ Leo V. Loughead | |||
Name: | Leo V. Loughead | |||
Title: | Managing Director, Capital Markets | |||
TO
RECEIVABLES PURCHASE AGREEMENT
2
3
4
CONSUMERS RECEIVABLES FUNDING II, LLC | ||||||
By: | /s/ Laura L. Mountcastle | |||||
Title: President, Chief Executive Officer, Chief Financial Officer and Treasurer, Manager | ||||||
CONSUMERS ENERGY COMPANY, as Servicer | ||||||
By: | /s/ Laura L. Mountcastle | |||||
Name: Laura L. Mountcastle | ||||||
Title: Vice President and Treasurer |
FALCON ASSET SECURITIZATION CORPORATION | ||||||
By: | /s/ Leo V. Loughead | |||||
Title: Authorized Signatory | ||||||
BANK ONE, NA (MAIN OFFICE CHICAGO), as a | ||||||
Financial Institution and Administrative Agent | ||||||
By: | /s/ Leo V. Loughead | |||||
Name: Leo V. Loughead Title: Managing Director, Capital Markets |
TO
RECEIVABLES PURCHASE AGREEMENT
Aggregate Reduction | Required Notice Period | |||
≤ $100,000,000 | one Business Days | |||
>$100,000,000 | two Business Days |
2
3
FALCON ASSET SECURITIZATION CORPORATION | ||||||
By: | /s/ Leo V. Loughead | |||||
Name: Leo V. Loughead | ||||||
Title: Authorized Signatory | ||||||
JPMORGAN CHASE BANK, N.A., as a Financial Institution and Administrative Agent | ||||||
By: | /s/ Leo V. Loughead | |||||
Name: Leo V. Loughead | ||||||
Title: Managing Director |
CONSUMERS RECEIVABLES FUNDING II, LLC | ||||||
By: | /s/ Laura L. Mountcastle Title: Manager, 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 |
TO
RECEIVABLES PURCHASE AGREEMENT
2
3
4
FALCON ASSET SECURITIZATION CORPORATION | ||||||
By: | JPMorgan Chase Bank, N.A., as attorney in fact | |||||
By: | /s/ Leo V. Loughead Title: Authorized Signatory | |||||
JPMORGAN CHASE BANK, N.A., as a Financial | ||||||
Institution and Administrative Agent | ||||||
By: | /s/ Leo V. Loughead | |||||
Name: Leo V. Loughead Title: Managing Director |
CONSUMERS RECEIVABLES FUNDING II, LLC | ||||||
By: | /s/ Laura L. Mountcastle Title: Vice President and Treasurer | |||||
CONSUMERS ENERGY COMPANY, as servicer | ||||||
By: | /s/ Laura L. Mountcastle | |||||
Name: Laura L. Mountcastle Title: Vice President and Treasurer |
TO
RECEIVABLES PURCHASE AGREEMENT
2
3
CONSUMERS RECEIVABLES FUNDING II, LLC | ||||
By: | /s/ Laura L. Mountcastle | |||
Name: | Laura L. Mountcastle | |||
Title: | President | |||
CONSUMERS ENERGY COMPANY, as Servicer | ||||
By: | /s/ Laura L. Mountcastle | |||
Name: | Laura L. Mountcastle | |||
Title: | Vice President | |||
FALCON ASSET SECURITIZATION CORPORATION | ||||||
By: JPMorgan Chase Bank, N.A., as attorney in fact | ||||||
By: | /s/ Mark J. Connor | |||||
Title: Vice President | ||||||
JPMORGAN CHASE BANK, N.A., as a Financial | ||||||
Institution and Administrative Agent | ||||||
By: | /s/ Mark J. Connor | |||||
Title: Vice President |
TO
RECEIVABLES PURCHASE AGREEMENT
2
3
CONSUMERS RECEIVABLES FUNDING II, LLC, as Seller | ||||
By: | /s/ Laura L. Mountcastle | |||
Name: | Laura L. Mountcastle | |||
Title: | President, CEO, CFO and Treasurer | |||
CONSUMERS ENERGY COMPANY, as Servicer | ||||
By: | /s/ Laura L. Mountcastle | |||
Name: | Laura L. Mountcastle | |||
Title: | Vice President and Treasurer | |||
FALCON ASSET SECURITIZATION CORPORATION | ||||||
By: JPMorgan Chase Bank, N.A., its attorney-in-fact | ||||||
By: | /s/ Leo Loughead | |||||
Title: Authorized Signatory | ||||||
JPMORGAN CHASE BANK, N.A., as a Financial | ||||||
Institution and Administrative Agent | ||||||
By: | /s/ Leo Loughead | |||||
Title: Managing Director |
TO
RECEIVABLES PURCHASE AGREEMENT
2
3
CONSUMERS RECEIVABLES FUNDING II, LLC, as Seller | ||||
By: | /s/ Laura L. Mountcastle | |||
Name: | Laura L. Mountcastle | |||
Title: | President, CEO, CFO & Treasurer | |||
CONSUMERS ENERGY COMPANY, as Servicer | ||||
By: | /s/ Laura L. Mountcastle | |||
Name: | Laura L. Mountcastle | |||
Title: | Vice President & Treasurer | |||
FALCON ASSET SECURITIZATION CORPORATION | ||||
By: JPMorgan Chase Bank, N.A., its attorney-in-fact | ||||
By: | /s/ Mark Connor | |||
Name: Mark Connor | ||||
Title. Vice President | ||||
JPMORGAN CHASE BANK, N.A., as a Financial | ||||
Institution and Administrative Agent | ||||
By: | /s/ Mark Connor | |||
Name: Mark Connor | ||||
Title: Vice President |
TO
RECEIVABLES PURCHASE AGREEMENT
2
3
CONSUMERS RECEIVABLES FUNDING II, LLC, as Seller | ||||
By: | /s/ Laura L. Mountcastle | |||
Name: | Laura L. Mountcastle | |||
Title: | President, CEO, CFO & Treasurer | |||
CONSUMERS ENERGY COMPANY, as Servicer | ||||
By: | /s/ Laura L. Mountcastle | |||
Name: | Laura L. Mountcastle | |||
Title: | Vice President & Treasurer |
FALCON ASSET SECURITIZATION COMPANY LLC (formerly Falcon Asset Securitization Corporation) By: JPMorgan Chase Bank, N.A., its attorney-in-fact | ||||
By: | /s/ Leo Loughead | |||
Leo Loughead | ||||
Managing Director | ||||
JPMORGAN CHASE BANK, N.A., as a Financial Institution and Administrative Agent | ||||
By: | /s/ Leo Loughead | |||
Leo Loughead | ||||
Managing Director | ||||
P O Box 2558
Houston, TX 77252-8391
Contact: Juanita Chretien
Phone: (713)216-8648
Fax: (713)216-4801
Email: juanita,l.chretien@chase.com
Specified Account: #000323010091
Specified Account: #1013233
Collection Account: #1242263
201 Townsend Street, Suite 600
M0936/00
Lansing, MI 48933
Contact: Douglas Henderson
Phone: (517)377-0559
Fax: (517)377-0502
Email:doug.henderson@abnamro.com
Specified Account: #4825285820
Collection Accounts: #1054516142, #1054518354 (Concentration Account)
4500 New Linden Hill
Wilmington, DE 19801
Contact: Laura Jones
Phone: (302)683-4496
Fax: (302)683-4933
Email:laura.b.jones@citigroup.com
Collection Accounts: #30489425, #27318
MC 7618
P O Box 75000
Detroit, MI 48275
Contact: Lorraine Edwards
Phone: (734)632-4536
Fax: (734)632-4545
Email: lorraine_m_edwards@comerica.com
Collection Accounts: #1851978096, #1851978898, #1852147071, #1852048774, #1851120384, #1076119914,
and #1000123354 (Concentration Account)
Lansing, MI 48937-0001
TO
RECEIVABLES PURCHASE AGREEMENT
2
3
CONSUMERS RECEIVABLES FUNDING II, LLC, as Seller | ||||
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 |
FALCON ASSET SECURITIZATION COMPANY LLC By: JPMorgan Chase Bank, N.A., its attorney-in-fact | ||||
By: | /s/ Mark Connor | |||
Name: | Mark Connor | |||
Title: | Vice President | |||
JPMORGAN CHASE BANK, N.A., as a Financial Institution and Administrative Agent | ||||
By: | /s/ Mark Connor | |||
Name: | Mark Connor | |||
Title: | Vice President |
Sch.C-1
Sch.C-2
Sch.C-3
Sch.C-4
Sch.C-5
Sch.C-6
TO
RECEIVABLES PURCHASE AGREEMENT
2
3
CONSUMERS RECEIVABLES FUNDING II, LLC, as Seller | ||||
By: | /s/ Thomas J. Webb | |||
Name: | Thomas J. Webb | |||
Title: | Executive Vice President | |||
CONSUMERS ENERGY COMPANY, as Servicer | ||||
By: | /s/ Thomas J. Webb | |||
Name: | Thomas J. Webb | |||
Title: | Executive Vice President and Chief Financial Officer | |||
FALCON ASSET SECURITIZATION COMPANY LLC | ||||
By: | JPMorgan Chase Bank, N.A., its attorney-in-fact | |||
By: | /s/ Mark Connor | |||
Name: Mark Connor Title: Vice President | ||||
JPMORGAN CHASE BANK, N.A., as a Financial | ||||
Institution and Administrative Agent | ||||
By: | /s/ Mark Connor | |||
Name: Mark Connor Title: Vice President |
FALCON ASSET SECURITIZATION COMPANY LLC | ||||
By: | JPMorgan Chase Bank, N.A., its attorney-in-fact | |||
By: | /s/ Mark Connor | |||
Name: Mark Connor Title: Vice President | ||||
JPMORGAN CHASE BANK, N.A., as a Financial | ||||
Institution and Administrative Agent | ||||
By: | /s/ Mark Connor | |||
Name: Mark Connor Title: Vice President |
FALCON ASSET SECURITIZATION COMPANY LLC | ||||
By: | JPMorgan Chase Bank, N.A., its attorney-in-fact | |||
By: | /s/ Mark Connor | |||
Name: Mark Connor Title: Vice President | ||||
JPMORGAN CHASE BANK, N.A., as a Financial | ||||
Institution and Administrative Agent | ||||
By: | /s/ Mark Connor | |||
Name: Mark Connor Title: Vice President |
FALCON ASSET SECURITIZATION COMPANY LLC | ||||
By: | JPMorgan Chase Bank, N.A., its attorney-in-fact | |||
By: | /s/ Mark Connor | |||
Name: Mark Connor Title: Vice President | ||||
JPMORGAN CHASE BANK, N.A., as a Financial | ||||
Institution and Administrative Agent | ||||
By: | /s/ Mark Connor | |||
Name: Mark Connor Title: Vice President |
TO
RECEIVABLES PURCHASE AGREEMENT
2
3
4
CONSUMERS RECEIVABLES FUNDING II, LLC, as Seller | ||||
By: | /s/ Laura L. Mountcastle | |||
Name: | Laura L. Mountcastle | |||
Title: | Treasurer, President, Chief Executive Officer and Chief Financial Officer | |||
CONSUMERS ENERGY COMPANY, as Servicer | ||||
By: | /s/ Laura L. Mountcastle | |||
Name: | Laura L. Mountcastle | |||
Title: | Vice President and Treasurer |
Signature Page to Amendment No. 13 to RPA
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. 13 to RPA
TO
RECEIVABLES PURCHASE AGREEMENT
2
3
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. 14 and Waiver
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. 14 and Waiver
Financial Institution | Commitment | |||
JPMorgan Chase Bank, N.A. (as successor by merger to Bank One, NA (Main Office Chicago)) | $ | 250,000,000 |
TO
RECEIVABLES PURCHASE AGREEMENT
2
3
4
5
6
7
CONSUMERS RECEIVABLES FUNDING II, LLC | ||||||
By: | /s/ Laura L. Mountcastle | |||||
Title: President, Chief Executive Officer, Chief Financial Officer and Treasurer | ||||||
CONSUMERS ENERGY COMPANY, as Servicer | ||||||
By: | /s/ Laura L. Mountcastle | |||||
Title: Vice President and Treasurer |
FALCON ASSET SECURITIZATION COMPANY LLC | ||||
By: JPMorgan Chase Bank, N.A., its attorney-in-fact | ||||
By: | /s/ Patrick Menichillo | |||
Title: Vice President | ||||
JPMORGAN CHASE BANK, N.A., as a Financial Institution and Administrative Agent | ||||
By: | /s/ Patrick Menichillo | |||
Title: Vice President |
(Attached.)