AMENDMENT NO. 20 TO RECEIVABLES PURCHASE AGREEMENT

Exhibit 10(c)

Execution Copy

AMENDMENT NO. 20
TO
RECEIVABLES PURCHASE AGREEMENT

          THIS AMENDMENT NO. 20 TO RECEIVABLES PURCHASE AGREEMENT (this “ Amendment”) dated as of April 20, 2010, is entered into among CONSUMERS RECEIVABLES FUNDING II, LLC (“ Seller”), CONSUMERS ENERGY COMPANY, in its capacity as Servicer (in such capacity, the “ Servicer”), FALCON ASSET SECURITIZATION COMPANY LLC (“ Falcon”), and JPMORGAN CHASE BANK, N.A. (as successor by merger to Bank One, NA (Main Office Chicago)) (“ JPMorgan”), as a Financial Institution and as Administrative Agent (in such capacity, the “ Administrative Agent”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “Purchase Agreement” referred to below.

PRELIMINARY STATEMENTS

          A. Reference is made to that certain Receivables Purchase Agreement dated as of May 22, 2003 among Seller, Servicer, Falcon and JPMorgan, as a Financial Institution and the Administrative Agent (as amended prior to the date hereof and as the same may be further amended, restated, supplemented or modified from time to time, the “ Purchase Agreement”).

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

     SECTION 1. Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the parties hereto hereby agree to amend the Purchase Agreement as follows:

     (a) Exhibit IV to the Purchase Agreement is hereby replaced in its entirety with Exhibit IV attached hereto.

     SECTION 2. Representations and Warranties. Each of the Seller and the Servicer hereby represents and warrants to each of the other parties hereto, as to itself that:

     (a) it has all necessary corporate or company power and authority to execute and deliver this Amendment and to perform its obligations under the Purchase Agreement as amended hereby, the execution and delivery of this Amendment and the performance of its obligations under the Purchase Agreement as amended hereby has been duly authorized by all necessary corporate or company action on its part and 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, (i) other than as waived pursuant to this Amendment, no Amortization Event or Potential Amortization Event has occurred and is continuing and (ii) the aggregate Purchaser Interests do not exceed the Applicable Maximum Purchaser Interest.

     SECTION 3. Conditions Precedent. This Amendment shall become effective on the first Business Day (the “ Effective Date”) on which (i) the Administrative Agent or its counsel has received four (4) counterpart signature pages to this Amendment, executed by each of the parties hereto and (ii) a fully executed and effective Collection Account Agreement dated as of the date hereof, with respect to the Collection Account maintained at Fifth Third Bank, in form and substance satisfactory to the Administrative Agent.

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

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

     (b) Except as specifically amended, terminated or otherwise modified above, the terms and conditions of the Purchase 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 the Administrative Agent or any Purchaser under the Purchase 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.

     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 facsimile or other electronic format shall be effective as delivery of a manually executed counterpart of this Amendment.

     SECTION 6. Governing Law. THIS AMENDMENT 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.

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     SECTION 8. Fees and Expenses. Seller hereby confirms its agreement to pay on demand all reasonable costs and expenses of the Administrative Agent or Purchasers in connection with the preparation, execution and delivery of this Amendment and any of the other instruments, documents and agreements to be executed and/or delivered in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent or Purchasers with respect thereto.

[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/ Xxxxx X. Xxxxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxxxx
		Title:	President, Chief Executive Officer, Chief Financial Officer and Treasurer
	CONSUMERS ENERGY COMPANY, as Servicer
	By:	/s/ Xxxxx X. Xxxxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxxxx
		Title:	Vice President and Treasurer

Signature Page to Amendment No. 20

	FALCON ASSET SECURITIZATION COMPANY LLC
	By:	JPMorgan Chase Bank, N.A., its attorney-in-fact
	By:	/s/ Xxxxxxx Xxxxxxxxxx
		Name:	Xxxxxxx Xxxxxxxxxx
		Title:	Vice President
	JPMORGAN CHASE BANK, N.A., as a Financial Institution and Administrative Agent
	By:	/s/ Xxxxxxx Xxxxxxxxxx
		Name:	Xxxxxxx Xxxxxxxxxx
		Title:	Vice President

Signature Page to Amendment No. 20

EXHIBIT IV

NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS; LOCK-BOXES

XX Xxxxxx Xxxxx Bank
000 Xxxxxx, XX0-X000
Xxxxxxx, XX 00000
Contact: Xxxx Xxxx
Phone: 000-000-0000
Collection Account: 0000000

Comerica Bank
000 Xxxxxxxx Xxxxxx, 0xx Xxxxx, XX0000
Xxxxxxx, XX 00000
Contact: Xxxxxx XxXxxxx
Phone: 000-000-0000
Collection Account: 1076119914

Bank of America
000 X Xxxxxxx Xx, Xxxxx 0000
Xxxxxxx, XX 00000
Contact: Xxxxxxxxx Xxxxxx
Phone: 800-699-7188 ext. 49452
Specified Accounts: 4825285820
Collection Account: 1054516142

Wachovia Bank
00000 Xxxxxxxx Xxxx Xxxx — XX0000
Xxxxx Xxxxxxxx, 0xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Contact: Xxxxx Xxxxx
Phone: 000-000-0000 team 662 ext. 4
Collection Account: 2000032635920

Lock-Box Zip Code:
Xxxxxxx, XX 00000-0000

PNC Bank, National Association
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Contact: Xxxx Xxxxxxx
Phone: 000-000-0000
Specified Account:4006909862

EXHIBIT IV

NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS; LOCK-BOXES (continued)

Fifth Third Bank
710 Seminole Rd MD X00000
Xxxxxx Xxxxxx, XX 00000
Contact: Xxxxx Xxxxxxx, VP & Relationship Manager
Phone: 000-000-0000
Fax: 000-000-0000
Email: xxxxxx.xxxxxxx@00.xxx; XxxxxxxxxxXxxxxxx@00.xxx
Specified Account: 7164496916