Exhibit (10)(xx)




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RECEIVABLES SALE AGREEMENT
 Originator Buyer Exhibit I
 PRELIMINARY STATEMENTS
   Purchase Agreement Conduit Financial Institutions Administrative
Agent
    Purchases of Receivables




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Section 1.2
 accounts Section 1.3 provided however
 Payment for the Purchases
 Initial Cutoff Date
 provided
 2




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Subordinated Loan
  Section
1.2(d)
 first
 second Section 1.2(a)(ii)
 third Section 5.2
 Section 1.2(a)(ii)
 3




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Section
1.2(b) Section
1.2(b)
  Purchase Price Credit Adjustments
    Article II
 Purchase Price Credit
 4




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provided
 Payments and Computations, Etc provided however
 Transfer of Records
 provided
  Characterization
 5




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Section 1.1(b)
    Representations and Warranties of Originator
 Corporate Existence and Power
 6




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Power and Authority; Due Authorization Execution and Delivery
 No Conflict
 Governmental Authorization
 Actions, Suits
 Binding Effect
 Accuracy of Information
 7




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Use of Proceeds
 Good Title
 Perfection
 Places of Business and Locations of Records Exhibit II Section 4.2(a) Section 4.2(a) Exhibit II
 Collections Section 4.1(i) Exhibit III
 Material Adverse Effect
 8




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Names Exhibit II
 Ownership of Buyer
 Public Utility Holding Company Act; Investment Company Act investment company
 Compliance with Law including without
limitation
 Compliance with Credit and Collection Policy Section 4.2 Section 4.1(a)(vii)
 Payments to Originator et seq
 Enforceability of Contracts
 9




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Eligible Receivables; Nature of Receivables
 Accounting
 Bonds
   Conditions Precedent to Initial Purchase Schedule A
 Conditions Precedent to Subsequent Payments Article II
   Affirmative Covenants of Originator
 10




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Financial Reporting
 Annual Reporting
 Quarterly Reporting
 Compliance Certificate Exhibit IV
 Shareholders Statements and Reports
 11




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Bond Servicing Reports; SEC Filings
 Copies of Notices
 Change in Credit and Collection Policy
 Other Information
 Notices
 Termination Events or Potential Termination Events
 Judgment and Proceedings
 12




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Material Adverse Effect
 Downgrade of the Originator
 Servicer Default
 Compliance with Laws and Preservation of Corporate Existence provided
 Audits Section
7.1(d)
 Keeping and Marking of Records and Books
  13




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provided
 Compliance with Contracts and Credit and Collection Policy
 Ownership including without limitation
 Purchasers Reliance CMS Entity
 14




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Section 7.1(i)
 Collections
 Taxes
 Insurance
 Performance under Servicing Agreement
 15




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Financing Statements for Supplement Indentures
 Negative Covenants of Originator
 Name Change, Offices and Records
 Change in Payment Instructions to Obligors provided however
 Modifications to Contracts and Credit and Collection Policy Article VIII
 16




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Sales, Liens
 Accounting for Purchases
 Collection Accounts not Subject to Collection Account Agreement th
 Commingling
 Servicing Agreement
   Termination Events
 17




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18




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Remedies provided however Section 5.1(d)
   Indemnities by Originator Indemnified Party Indemnified Amounts
  19




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provided however
      20




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provided
  Section 5.1(d)
     Other Costs and Expenses
 21




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Waivers and Amendments
   Notices Section 7.2
 Protection of Ownership Interests of Buyer
  22




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Section 6.2
 Confidentiality
  tax treatment tax structure
  23




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Bankruptcy Petition
 CHOICE OF LAW
 CONSENT TO JURISDICTION
 WAIVER OF JURY TRIAL
 24




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Integration; Binding Effect; Survival of Terms
  provided however Article II Article VI Sections 7.4 and
7.5
 Counterparts; Severability; Section References
 25




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CONSUMERS ENERGY COMPANYBy:
    
    /s/ Laura L. MountcastleName:
    
    Laura L. MountcastleTitle:
    
    Vice PresidentAddress:Consumers Energy Company
One Energy Plaza
Jackson, MI 49201CONSUMERS RECEIVABLES FUNDING II, LLCBy:
    
    /s/ Laura L. MountcastleName:
    
    Laura L. MountcastleTitle:
    
    PresidentAddress:Consumers Receivables Funding II, LLC
One Energy PlazaJackson, MI 49201
 Signature Page to Receivables Sale Agreement




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Exhibit I
 Definitions
  1945
Indenture
 Administrative
Agent
 Adverse
Claim
 Affiliate
 Agreement
 Bank
Rate
 Business
Day
 Buyer
 Calculation
Period




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Change
of Control
 CMS
Entity Section 4.01(h)
 Collection
Account Exhibit
IV
 Collection
Account Agreement Exhibit VI
 Collection
Bank
 Collections
 Conduit
 Contingent
Obligation
 Contract
 Credit
and Collection Policy
 Default
Fee plus
 Dilutions Section 1.3(a)
 2




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Discount
Factor provided
 Federal
Bankruptcy Code
 Finance
Charges
 Financial
Institution
 Indebtedness
 Indemnified
Amount Section 6.1
 Indemnified
Party Section 6.1
 Initial
Cutoff Date Section 1.2
 Intended
Characterization
 Lock-Box Exhibit IV
 Material
Adverse Effect
 3




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Moody
 Net
Value minus plus
 Net
Worth over plus
 Obligor
 Original
Balance
 Originator
 Outstanding
Balance
 Person
 P.O.
Box Transfer Notice Exhibit XI
 Potential
Termination Event
 Purchase
 Purchase
Agreement
 4




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Purchase
Price Section 1.2 multiplied by Section 1.3
 Purchase
Price Credit Section 1.3
 Purchasers
 Receivable provided
 Records
 Related
Security
   5




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Required
Capital Amount
 Responsible
Officer
 S&P
 SEC
 Servicer Article VIII
 Subordinated
Loan Section 1.2(a)
 Subordinated
Note Exhibit VI Section 1.2
 Subsidiary
 6




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Supplement
Indenture
 Termination
Date Section 5.1(d)
 Termination
Event Section 5.1
 Transaction
Documents
  7




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Exhibit II
 Places of Business; Locations of Records;
Organizational and Federal Employer Identification Number(s); Other Names




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Exhibit III
 Lock-boxes; Collection
Accounts; Collection Banks; Specified Accounts




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Lock-Box Zip Code:
 2




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Exhibit IV
 Form of Compliance Certificate
 Agreement
  
    
 [Name]




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Exhibit V
 Credit and Collection Policy




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Exhibit VI
 Form of Subordinated Note
   Note SPV Originator Collection Date Sale
Agreement Section 1.2
 Interest provided however provided however
 Principal Payments provided




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Subordination Purchase
Agreement Senior Claimants Senior Claim provided however Section 5.1(d)
 Bankruptcy; Insolvency Section 5.1(d)
 Amendments Section 7.1
 2




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7.
GOVERNING LAW. THIS SUBORDINATED NOTE SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE
LAWS AND DECISIONS OF THE STATE OF NEW YORK. WHEREVER POSSIBLE EACH PROVISION OF THIS SUBORDINATED
NOTE SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF
ANY PROVISION OF THIS SUBORDINATED NOTE SHALL BE PROHIBITED BY OR INVALID UNDER APPLICABLE LAW,
SUCH PROVISION SHALL BE INEFFECTIVE TO THE
EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR
THE REMAINING PROVISIONS OF THIS SUBORDINATED NOTE.
 Waivers
 Assignment
 CONSUMERS RECEIVABLES FUNDING II, LLCBy:Title: 3




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Amount of
    
    Amount of
    
    UnpaidSubordinated
    
    Principal
    
    Principal
    
    Notation madeDate
    
    Loan
    
    Paid
    
    Balance
    
    by




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Exhibit VII
 Form of UCC-3




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Schedule A




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PageARTICLE IAMOUNTS AND TERMS
    
    
    1Section 1.1 Purchases of Receivables
    
    
    1Section 1.2 Payment for the Purchases
    
    
    2Section 1.3 Purchase Price Credit Adjustments
    
    
    4Section 1.4 Payments and Computations, Etc
    
    
    5Section 1.5 Transfer of Records
    
    
    5Section 1.6 Characterization
    
    
    5ARTICLE IIREPRESENTATIONS AND WARRANTIES
    
    
    6Section 2.1 Representations and Warranties of Originator
    
    
    6ARTICLE IIICONDITIONS OF PURCHASE
    
    
    10Section 3.1 Conditions Precedent to Initial Purchase
    
    
    10Section 3.2 Conditions Precedent to Subsequent Payments
    
    
    10ARTICLE IVCOVENANTS
    
    
    10Section 4.1 Affirmative Covenants of Originator
    
    
    10Section 4.2 Negative Covenants of Originator
    
    
    16ARTICLE VTERMINATION EVENTS
    
    
    17Section 5.1 Termination Events
    
    
    17Section 5.2 Remedies
    
    
    19ARTICLE VIINDEMNIFICATION
    
    
    19Section 6.1 Indemnities by Originator
    
    
    19Section 6.2 Other Costs and Expenses
    
    
    21ARTICLE VIIMISCELLANEOUS
    
    
    22Section 7.1 Waivers and Amendments
    
    
    22Section 7.2 Notices
    
    
    22
 i




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TABLE OF CONTENTS
 PageSection 7.3 Protection of Ownership Interests of Buyer
    
    
    22Section 7.4 Confidentiality
    
    
    23Section 7.5 Bankruptcy Petition
    
    
    24Section 7.6 CHOICE OF LAW
    
    
    24Section 7.7 CONSENT TO JURISDICTION
    
    
    24Section 7.8 WAIVER OF JURY TRIAL
    
    
    24Section 7.9 Integration; Binding Effect; Survival of Terms
    
    
    25Section 7.10 Counterparts; Severability; Section References
    
    
    25
  EXHIBIT I
    
    
    
    DefinitionsEXHIBIT II
    
    
    
    Principal Place of Business; Location(s) of Records;
Organizational and Federal Employer Identification Number;
Other NamesEXHIBIT III
    
    
    
    Lock-Boxes; Collection Accounts; Collection Banks; Specified
AccountsEXHIBIT IV
    
    
    
    Form of Compliance CertificateEXHIBIT V
    
    
    
    Credit and Collection PolicyEXHIBIT VI
    
    
    
    Form of Subordinated NoteEXHIBIT VII
    
    
    
    Form of UCC-3SCHEDULE A
    
    
    
    List of Documents to Be Delivered to Buyer Prior to the Initial
Purchase
 ii




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Amendment Buyer Originator
  Receivables Sale Agreement
  Amendments Section 3
 Section 4.1(b)
 Receivables
Classification
 Section 4.1
 Receivables
Classification Section 4.1(g)
 Exhibit I Receivable




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Receivable
 Representations and Warranties
   Conditions Precedent Effective Date
 2




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Reference to and Effect on the Transaction Documents
    Execution in Counterparts
 Governing Law
 Headings
  3




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CONSUMERS RECEIVABLES FUNDING II, LLCBy:
    /s/ Laura L. MountcastleName: Laura L. MountcastleTitle: PresidentCONSUMERS ENERGY COMPANYBy:
    /s/ Laura L. MountcastleName: Laura L. MountcastleTitle: Vice President and Treasurer Signature Page to Amendment No. 1 to RSA




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EXECUTION COPY
 
 Amendment Buyer Originator
  Receivables Sale Agreement
  Amendments Section 4
 Exhibit III Exhibit III
 Representations and Warranties
   Wavier
 Conditions Precedent Effective Date




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Reference to and Effect on the Transaction Documents
   Section 3
 Execution in Counterparts
 Governing Law
 Headings
  2




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CONSUMERS RECEIVABLES FUNDING II, LLCBy:
    /s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    President, CEO, CFO & TreasurerCONSUMERS ENERGY COMPANYBy:
    /s/  Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    Vice President & Treasurer Signature Page
to Amendment No. 2 to RSA




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doug.henderson@abnamro.com
 laura.b.jones@citigroup.com
 
 Lock-Box
Zip Code