Execution Copy
 
 Amendment Seller Servicer Falcon JPMorgan Administrative Agent
  Purchase Agreement
  Amendment Section 3
 Section 7.1(b)
 (ix) Appointment of Independent Manager . The decision to appoint a new
manager of Seller as the Independent Manager for purposes of this Agreement, such
notice to be issued not less than ten (10) days prior to the effective date of such
appointment and to certify that the designated Person satisfies the criteria set
forth in the definition herein of Independent Manager.
 Section 7.1(i)
 (xiv) maintain its Certificate of Formation and Limited Liability Company
Agreement in conformity with this Agreement, such that it does not amend, restate,
supplement or otherwise modify its Certificate of Formation or




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Limited Liability Company Agreement in any respect that would impair its ability to comply with the
terms or provisions of any of the Transaction Documents, including, without
limitation, Section 7.1(i) of this Agreement;
 Section 7.1(u)
 (u) Certification of Receivables Classification .. In connection with
the delivery of each Monthly Report, the Servicer shall certify to the
Administrative Agent that it has made diligent inquiry and that the accounts
receivable included in such report as Receivables are identified on the books and
records of the Originator and the Seller with the account code Account 1460000
Customer Receivables or Account 1460201  A/R Other
 Section 9.1(f)
 (f) As at the end of any Accrual Period:
 (i) the average of the Dilution Ratios as of the end of such Accrual Period and
the two preceding Accrual Periods shall exceed 2.0%, or
 (ii) the average of the Loss-to-Liquidation Ratios as of the end of such
Accrual Period and the two preceding Accrual Periods shall exceed 2.5%, or
 (iii) the average of the Past Due Ratios as of the end of such Accrual Period
and the two preceding Accrual Periods shall exceed (A) 12.0% for any Accrual Period
occurring in May through November of any calendar year or (B) 8.5% for any Accrual
Period occurring in December through April of any calendar year, or
 (iv) the average of the Days Sales Outstanding Ratios as of the end of such
Accrual Period and the two preceding Accrual Periods shall exceed 55 days.
  (n) At any time on or after February 12, 2010, any Person shall be appointed as
an Independent Manager of Seller without prior notice thereof having been given to
the Administrative Agent in accordance with Section7.1(b)(ix) or without the
written acknowledgement by the Administrative Agent that such Person conforms, to
the reasonable satisfaction of the Administrative Agent, with the criteria set forth
in the definition herein of Independent Manager.




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Section 10.3
 Section 10.3 Increased Cost and Reduced Return . If any Regulatory
Change (i) subjects any Funding Source to any charge or withholding on or with
respect to any Funding Agreement or a Funding Sources obligations under a Funding
Agreement, or on or with respect to the Receivables, or changes the basis of
taxation of payments to any Funding Source of any amounts payable under any Funding
Agreement (except for changes in the rate of tax on the overall net income of a
Funding Source or taxes excluded by Section 10.1 ) or (ii) imposes, modifies
or deems applicable any reserve, assessment, insurance charge, special deposit or
similar requirement against assets of, deposits with or for the account of a Funding
Source, or credit extended by a Funding Source pursuant to a Funding Agreement or
(iii) imposes any other condition the result of which is to increase the cost to a
Funding Source of performing its obligations under a Funding Agreement, or to reduce
the rate of return on a Funding Sources capital as a consequence of its obligations
under a Funding Agreement, or to reduce the amount of any sum received or receivable
by a Funding Source under a Funding Agreement or to require any payment calculated
by reference to the amount of interests or loans held or interest received by it,
then, upon presentation to Seller of a certificate setting forth the basis for such
determination and the additional amounts reasonably determined by the Administrative
Agent to reasonably compensate such Funding Source for the period of up to 90 days
prior to the date on which such certificate is delivered to Seller, Seller shall pay to
the Administrative Agent, for the benefit of the relevant Funding Source, such
amounts charged to such Funding Source or such amounts to otherwise compensate such
Funding Source for such increased cost or such reduction. The term  Regulatory
Change  shall mean (i) the adoption after the date hereof of any applicable law,
rule or regulation (including any applicable law, rule or regulation regarding
capital adequacy) or any change therein after the date hereof, (ii) any change after
the date hereof in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance with any request or directive (whether or not
having the force of law) of any such authority, central bank or comparable agency,
or (iii) the compliance, after the date hereof, by any Funding Source with the final
rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital
Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted
Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and
Other Related Issues , adopted by the United States bank regulatory agencies on
December 15, 2009, or any rules or regulations promulgated in connection therewith
by any such agency.
 Section 10.5




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Section 10.5 Accounting Based Consolidation Event . Upon demand by the
Administrative Agent, Seller shall pay to the Administrative Agent, for the benefit
of the relevant Funding Source, such amounts as such Funding Source reasonably
determines will compensate or reimburse such Funding Source for any (i) fee, expense
or increased cost charged to, incurred or otherwise suffered by such Funding Source,
(ii) reduction in the rate of return on such Funding Sources capital or reduction
in the amount of any sum received or receivable by such Funding Source or (iii)
internal capital charge or other imputed cost determined by such Funding Source to
be allocable to Seller or the transactions contemplated in this Agreement, in each
case resulting from or in connection with the consolidation, for financial and/or
regulatory accounting purposes, of all or any portion of the assets and liabilities
of Conduit that are subject to this Agreement or any other Transaction Document with
all or any portion of the assets and liabilities of an Funding Source. Amounts under
this Section 10.5 may be demanded at any time without regard to the timing
of issuance of any financial statement by Conduit or by any Funding Source.
 Section 13.18 Section 13.17
 Section 13.18 Required Ratings . The Administrative Agent shall have the
right at any time to request that public ratings of the facility evidenced by this
Agreement of at least A-/A3 (the  Required Ratings ) be obtained from two
credit rating agencies acceptable to the Administrative Agent. Each of Seller and
Servicer agree that they shall cooperate with the Administrative Agents efforts to
obtain the Required Ratings, and shall provide the Administrative Agent, for
distribution to the applicable credit rating agencies, any information reasonably
requested by such credit rating agencies for purposes of providing the Required
Ratings. Any such request (a  Ratings Request ) shall be in writing, and if
the Required Ratings are not obtained within 60 days following the date of such
Ratings Request (the  Ratings Request Due Date ) (unless the failure to
obtain the Required Ratings is solely the result of the Administrative Agents
failure to provide the credit rating agencies with sufficient information to permit
the credit rating agencies to perform their analysis, and is not the result of
Seller or Servicers failure to cooperate or provide sufficient information to the
Administrative Agent), (i) upon written notice by the Administrative Agent to Seller
within 90 days after the Ratings Request Due Date, the Amortization Date shall
occur, and (ii) outstanding Capital shall thereafter bear interest at a rate per
annum equal to 2.00% above the Alternate Base Rate. The Administrative Agent or the
relevant Purchasers shall pay the initial fees payable to the credit rating agencies
for providing the Required Ratings.
 Exhibit I Amortization Date Applicable Stress Factor Dilution
Horizon Factor Funding Source Independent Manager Liquidity
Termination Date Receivable




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Amortization Date  means the earliest to occur of (i) the day on which
any of the conditions precedent set forth in Section 6.2 are not satisfied,
(ii) the Business Day immediately prior to the occurrence of an Amortization Event
set forth in Section 9.1(d) , (iii) the Business Day specified in a written
notice from the Administrative Agent following the occurrence of any other
Amortization Event, (iv) the Liquidity Termination Date, (iv) the date which is at
least fifteen (15) Business Days after the Administrative Agents receipt of written
notice from Seller that it wishes to terminate the facility evidenced by this
Agreement, provided that any prepayment resulting from such declaration of the
Amortization Date shall be subject to the provisions of Section 2.1 and (v)
the Business Day specified in a written notice from the Administrative Agent to
Seller in accordance with Section 13.18 .
  Applicable Stress Factor  means 2.25.
 Dilution Horizon Factor  means, at any time, a fraction, the numerator
of which equals the sum of (a) the aggregate Original Balance of all Billed
Receivables originated during the two most recently ended Accrual Periods and (b)
the aggregate Original Balance of all Unbilled Receivables as of the end of the most
recently ended Accrual Period, and the denominator of which equals the Net
Receivables Balance as of the end of the most recently ended Accrual Period.
  Funding Source  means (i) any Financial Institution, (ii) any
insurance company, bank or other funding entity providing liquidity, credit
enhancement or back-up purchase support or facilities to Conduit, (iii) any agent,
administrator or manager of Conduit, (iv) any bank holding company in respect of any
of the foregoing or (v) any Conduit or any entity that is consolidated with any
Conduit for financial and/or regulatory accounting purposes.
 Independent Manager  means, with respect to Seller, a manager who (i)
is not, and within the previous five years was not (except solely by virtue of such
Persons serving as, or being an Affiliate of any other Person serving as, an
independent director or manager, as applicable, of Consumers or any
bankruptcy-remote special purpose entity that is an Affiliate of Consumers or
Seller,) (a) a stockholder, member, partner, director, officer, employee, Affiliate,
customer, supplier, creditor or independent contractor of, or any Person that has
received any benefit in any form whatever from (other than in such managers
capacity as a ratepayer or customer of Consumers in the ordinary course of
business), or any Person that has provided any service in any form whatsoever to, or
any major creditor (or any Affiliate of any major creditor) of, Seller, Consumers,
or any of their Affiliates, or (b) any Person owning beneficially, directly or
indirectly, any outstanding shares of common stock, any limited liability company
interests or any partnership interests, as applicable, of Seller, Consumers or any
of their Affiliates, or of any major creditor (or any Affiliate of any major
creditor) of any of the foregoing, or a stockholder, member, partner,




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director, officer, employee, Affiliate, customer, supplier, creditor or independent contractor
of, or any Person that has received any benefit in any form whatever from (other
than in such Persons capacity as a ratepayer or customer of Consumers in the
ordinary course of business), or any Person that has provided any service in any
form whatever to, such beneficial owner or any of such beneficial owners
Affiliates, or (c) a member of the immediate family of any person described above; provided that the indirect or beneficial ownership of stock through a mutual
fund or similar diversified investment vehicle with respect to which the owner does
not have discretion or control over the investments held by such diversified
investment vehicle shall not preclude such owner from being an Independent Manager;
(ii) has prior experience as an independent director or independent manager for a
corporation or limited liability company whose charter documents required the
unanimous consent of all independent directors or independent managers, as
applicable, thereof before such corporation or limited liability company could
consent to the institution of bankruptcy or insolvency proceedings against it or
could file a petition seeking relief under any applicable federal or state law
relating to bankruptcy and (iii) has at least three years of employment experience
with one or more entities that provide, in the ordinary course of their respective
businesses, advisory, management or placement services to issuers of securitization
or structured finance instruments, agreements or securities. For purposes of this
definition, major creditor shall mean a natural person or business entity to which
Seller, Consumers or any of their Affiliates has outstanding indebtedness for
borrowed money or credit on open account in a sum sufficiently large as would
reasonably be expected to influence the judgment of the proposed Independent Manager
adversely to the interests of Seller when the interests of that Person are adverse
to those of Seller.
  Liquidity Termination Date  means February 11, 2011.
 Receivable  means all indebtedness and other obligations owed to
Seller, CRF I or Originator (at the time it arises, and before giving effect to any
transfer or conveyance under the applicable Sale Agreement or hereunder) or in which
Seller, CRF I or Originator 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 or
Seller (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 Seller or 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




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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, Seller, CRF I 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.
 Exhibit I clause (i) Dilution Percentage
 Exhibit IV Exhibit IV
 Representations and Warranties
   Conditions Precedent Effective Date
 Reference to and Effect on the Transaction Documents




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Execution in Counterparts
 Governing Law
 Headings
 Fees and Expenses




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CONSUMERS RECEIVABLES FUNDING II, LLCBy:
    /s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    President, Chief Executive Officer, Chief
Financial Officer and TreasurerCONSUMERS ENERGY COMPANY, as ServicerBy:
    /s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    Vice President and Treasurer Signature Page to Amendment No. 18




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FALCON ASSET SECURITIZATION COMPANY LLCBy:
    JPMorgan Chase Bank, N.A., its attorney-in-factBy:
    /s/ Patrick MenichilloName:
    Patrick MenichilloTitle:
    Vice PresidentJPMORGAN CHASE BANK, N.A., as a FinancialInstitution and Administrative AgentBy:
    /s/ Patrick MenichilloName:
    Patrick MenichilloTitle:
    Vice President Signature Page to Amendment No. 18




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