Execution Copy
 
 Buyer Originator
  Receivables Sale Agreement
  Amendments Section 2
 Exhibit I Receivable
 Receivable means all indebtedness and other obligations owed to Originator (at the
time it arises, and before giving effect to any transfer or conveyance under the Agreement) or
Buyer (after giving effect to the transfers under the Agreement) or in which Originator or Buyer
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 (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 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 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 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.
 (b)
    
    Exhibit III to the Receivables Sale Agreement is hereby replaced in its entirety
with the Exhibit III attached hereto.
 Representations and Warranties
  (c)
    
    on the date hereof, before and after giving effect to this Amendment, no Termination
Event or Potential Termination Event has occurred and is continuing.
 Conditions Precedent Effective Date
 Reference to and Effect on the Transaction Documents
   (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.
 Execution in Counterparts




---



##### 



Governing Law
 Headings




---



##### 



CONSUMERS RECEIVABLES FUNDING II, LLCBy:
    /s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    President, Chief Executive Officer,
Chief Financial Officer and TreasurerCONSUMERS ENERGY COMPANYBy:
    /s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    Vice President and Treasurer Signature
Page to Amendment No. 4 to RSA




---



##### 



Consented to by:

FALCON ASSET SECURITIZATION COMPANY LCCBy:
    JPMorgan Chase Bank, N.A., its attorney-in-factBy:
    /s/ Patrick MenichilloName:
    Patrick MenichilloTitle:
    Vice PresidentJPMORGAN CHASE BANK, N.A., as a
Financial Institution and Administrative AgentBy:
    /s/ Patrick MenichilloName:
    Patrick MenichilloTitle:
    Vice President Signature Page to Amendment No. 4 to RSA




---



##### 



EXHIBIT III
  
 
 
 
 Lock-Box Zip Code