---



##### 



Seller Consumers Seller Parties Seller Party Schedule A Financial Institutions Conduit Administrative Agent Exhibit I
      
 Purchase Facility




---



##### 



Increases
 Exhibit II Purchase
Notice Section 6.2 Article VI
 Decreases Exhibit X Reduction Notice Proposed Reduction Date Aggregate Reduction
 Payment Requirements
 2




---



##### 



Payments Sections 2.2 2.4 Section 2.7 Article X Obligations
 Collections Prior to Amortization.
 (b) Section 2.2
   3




---



##### 



Section 6.2 Section 2.7 Reinvestment
 Section 2.1
 first
 second
 third
 fourth
 fifth
 sixth provided
 seventh
 eighth
 Section 1.3 Section 2.2 Section 1.3
 4




---



##### 



Terminating Financial Institutions Termination Date divided by Termination Percentage Section 2.4
 Collections Following Amortization Section 2.1
 Application of Collections Section 2.4
 first
 second
 third
 fourth
 fifth provided
 sixth
 5




---



##### 



Section 2.5
 Payment Rescission
 Maximum Purchaser Interests Section 2.7
 Clean Up Call Section
1.3
 Payment Allocations Article II
 6




---



##### 



Yield Article IV
 Payments Article II
 Calculation of Yield rd
 
 Financial Institution Funding Section 4.4
 Yield Payments Article II
 Selection and Continuation of Tranche Periods
  7




---



##### 



Terminating
Tranche provided
 Financial Institution Bank Rates
 Suspension of the LIBO Rate
 Section 4.5(a) provided Section 12.1(b)
 8




---



##### 



Liquidity Agreement Fundings Article IV
 
 Representations and Warranties of The Seller Parties
 Corporate Existence and Power
 Power and Authority; Due Authorization, Execution and Delivery
 No Conflict
 9




---



##### 



Governmental Authorization
 Actions, Suits
 Binding Effect
 Accuracy of Information
 Use of Proceeds
 Good Title
 10




---



##### 



Perfection
 Places of Business and Locations of Records Exhibit III Section 7.2(a) Section 7.2(a) Exhibit III
 Collections Section 7.1(j) Section 8.2 Exhibit IV
 Material Adverse Effect
 Names
 11




---



##### 



Ownership of Seller
 Public Utility Holding Company Act; Investment Company Act investment company
 Compliance with Law including without
limitation
 Compliance with Credit and Collection Policy Section 7.2 Section 7.1(a)(vii)
 Payments to Transferors et seq.
 Enforceability of Contracts
 Eligible Receivables
 12




---



##### 



Net Receivables Balance plus
 Accounting
 Financial Institution Representations and Warranties
 Existence and Power
 No Conflict
 Governmental Authorization
 Binding Effect
 
 Conditions Precedent to Initial Incremental Purchase. Schedule B
 13




---



##### 



Section 7.1(e)
 Conditions Precedent to All Purchases and Reinvestments. Section 12.1 Section 8.5
 Section 5.1
    14




---



##### 



Affirmative Covenants of The Seller Parties
 Financial Reporting
 Annual Reporting
 Quarterly Reporting
 15




---



##### 



Compliance Certificate Exhibit V
 Shareholders Statements and Reports
 Bond Servicing Reports; S.E.C. Filings
 Copies of Notices
 Change in Credit and Collection Policy
 Other Information
 16




---



##### 



Notices
 Amortization Events or Potential Amortization Events
 Judgment and Proceedings
 Material Adverse Effect
 Termination Date
 Defaults Under Other Agreements
 Downgrade of Originator
 Servicer Default
 Compliance with Laws and Preservation of Corporate Existence provided
 17




---



##### 



Audits provided
 Keeping and Marking of Records and Books
   18




---



##### 



Compliance with Contracts and Credit and Collection Policy
 Performance and Enforcement of Sale Agreements including without limitation
 Ownership including without limitation including without
limitation
 Purchasers Reliance CMS Entity
 19




---



##### 



20




---



##### 



Section 7.1(i)
   Collections
 21




---



##### 



Taxes provided
 Insurance
 Payment to Transferors including without limitation
 Restrictions on Activities
 Modification of Limited Liability Company Agreement
 22




---



##### 



Section 7.1(i)
 Modification of Sale Agreements
 Maintenance of Required Capital Amount
 Performance under Servicing Agreement
 Financing Statements for Supplement Indentures
 Negative Covenants of the Seller Parties
 Name Change, Offices and Records
 23




---



##### 



Change in Payment Instructions to Obligors Section 8.2(b) provided however
 Modifications to Contracts and Credit and Collection Policy Section 8.2(d)
 Sales, Liens
 Net Receivables Balance plus
 Termination Date Determination
 24




---



##### 



Restricted Junior Payments Section 7.2(e)
 Collection Accounts not Subject to Collection Account Agreement th
 Commingling
 Servicing Agreement
 
 Designation of Servicer Servicer Section 8.1
  25




---



##### 



Duties of Servicer
 Exhibit
VI Exhibit XI Section
8.3
 Article II Article II Article II
 26




---



##### 



provided however
 Article
II
  Collection Notices
 Responsibilities of Seller
 27




---



##### 



Reports th
 Servicing Fees Servicing
Fee
 
 Amortization Events
 Section 9.1(b) (k)
   28




---



##### 



Section 2.7
     29




---



##### 



Section 9.1(k) Schedule C
   Remedies Section 9.1(d)
 30




---



##### 



Indemnities by the Seller Indemnified Party Indemnified Amounts
    provided however
   31




---



##### 



provided
  32




---



##### 



Indemnities by the Servicer
   33




---



##### 



Increased Cost and Reduced Return Regulatory Change Section 10.1
 34




---



##### 



Other Costs and Expenses
 
 Authorization and Action
 35




---



##### 



Delegation of Duties
 Exculpatory Provisions Article VI
 Reliance by Administrative Agent provided
 Non-Reliance on Administrative Agent and Other Purchasers
 36




---



##### 



Reimbursement and Indemnification
 Administrative Agent in its Individual Capacity Financial Institution Purchaser Financial Institutions Purchasers
 Successor Administrative Agent Article XI Article
X
 37




---



##### 



Assignments provided Conduit
 Purchasing Financial Institutions Exhibit VII Assignment Agreement provided provided provided further however
 38




---



##### 



Affected Financial
Institution provided
 Participations Participant Section 13.1(b)(i)
 Extension of Liquidity Termination Date
 39




---



##### 



Non-Renewing Financial Institution Article XII
 Terminating Financial Institutions
 Article XII Terminating Financial Institution
 Sections 2.2 2.4 provided however Article X
 
 Waivers and Amendments
 Section 13.1(b) provided however
 40




---



##### 



Article XII Section 13.1(b) Section 9.1 Applicable Maximum Purchaser Interest Applicable Stress
Factor Dilution Percentage Dilution Reserve Eligible
Receivable Level One Enhancement Period Level Two Enhancement
Period Level Three Enhancement Period Loss Reserve Loss
Percentage Yield and Servicer Fee Reserve Yield and Servicer Fee
Percentage
  Section 13.1
 Notices Section 13.2 Section 13.2 provided however
 41




---



##### 



Ratable Payments Section 10.3 10.4
 Protection of Ownership Interests of the Purchasers
 Section 10.4
 Confidentiality
 42




---



##### 



provided
 Bankruptcy Petition
 Limitation of Liability
 43




---



##### 



CHOICE OF LAW
 CONSENT TO JURISDICTION
 WAIVER OF JURY TRIAL
 44




---



##### 



Integration; Binding Effect; Survival of Terms
  provided however Article
V Article X Sections
13.5 13.6 13.7
 Counterparts; Severability; Section References
 Bank One Roles Bank
One Roles Section 13.13
 Characterization provided however
 45




---



##### 



provided
  Intercreditor Agreement
  46




---



##### 



CONSUMERS RECEIVABLES FUNDING II, LLCBy:
    
    /s/ Laura L. MountcastleName:
    

Laura
L. MountcastleTitle:
    
    PresidentAddress:
    
    Consumers Receivables Funding II,
LLC
One Energy Plaza
Jackson, Michigan 49201
FAX: (517) 788-8233CONSUMERS ENERGY COMPANY, as ServicerBy:
    
    /s/ Laura L. MountcastleName:
    
    Laura L. MountcastleTitle:
    
    Vice PresidentAddress:
    
    Consumers Energy Company
One Energy Plaza
Jackson, Michigan 49201
FAX: (517) 788-8233
 Signature Page to Receivables Purchase Agreement




---



##### 



FALCON ASSET SECURITIZATION CORPORATIONBy:
    
    /s/ Leo V. LougheadLeo V. Loughead, Authorized SignatoryAddress:
    
    c/o Bank One, NA (Main Office Chicago),as Administrative AgentAsset Backed FinanceSuite IL1-1729, 1-191 Bank One PlazaChicago, Illinois 60670-1729FAX:
    
    (312) 732-1844
 Signature Page to Receivables Purchase Agreement




---



##### 



BANK ONE, NA (MAIN OFFICE CHICAGO), as a FinancialFinancial Institution and as Administrative AgentBy:
    
    /s/ Leo V. LougheadName:
    
    Leo V. LougheadTitle:
    
    Managing Director, Capital MarketsAddress:
    
    Bank One, NA (Main Office Chicago)Asset Backed FinanceSuite IL1-1729, 1-191 Bank One PlazaChicago, Illinois 60670-1729Fax:
    
    (312) 732-3600
 Signature Page to Receivables Purchase Agreement




---



##### 



Accrual Period
 Administrative Agent
 Adverse Claim
 Affected Financial Institution Section 12.1(c)
 Affiliate
 Aggregate Capital
 Aggregate Reduction Section
1.3
 Aggregate Reserves
 Aggregate Unpaids
 Agreement
 Amortization Date Section 6.2
 Exh I - 1




---



##### 



Section 9.1(d) Section 2.1
 Amortization Event Article IX
 Applicable Margin
 Applicable Maximum Purchaser Interest
 Monthly Report Coverage Period
    
    Applicable Maximum Purchaser InterestJanuary
    
    95%February
    
    92.5%March
    
    85%April
    
    85%May
    
    100%June
    
    100%July
    
    100%August
    
    95%September
    
    95%October
    
    100%November
    
    100%December
    
    100%
 Applicable Stress Factor provided however
 Exh I - 2




---



##### 



Debt Rating by S&P/Moodys
    
    Applicable Stress FactorGreater than or equal to BBB-/Baa3
    
    2.0Less than BBB-/Baa3, but greater than or equal to
BB/Ba2
    
    2.25Less than BB/Ba2 or unrated
    
    2.5
 Applicable Unbilled Receivables Limit
 Assignment Agreement Section 12.1(b
 Bank One
 Bank Rate
 Billed Receivable
 Broken Funding Costs
 Exh I - 3




---



##### 



Business Day
 Capital Section 2.6
 Capital Pro Rata Share divided by
 Change of Control
 Charged-Off Receivable
 Closing Date
 CMS Entity Section 7.1(i)
 Collection Account Exhibit IV
 Collection Account Agreement Exhibit VI
 Collection Bank
 Exh I - 4




---



##### 



Collection Notice Annex A Exhibit VI
 Collections
 Commercial Paper
 Commitment Schedule A
 Conduit
 Concentration Limit provided, provided further,
 Consumers
 Contingent Obligation
 Contract
 CP Rate plus
 Exh I - 5




---



##### 



plus
 Credit and Collection Policy Exhibit VIII
 CRF I
 CRF I Agreement
 Customer Deposits
 Days Sales Outstanding Ratio divided by multiplied by
 Debt Rating
 Deemed Collections
 Exh I - 6




---



##### 



Article V
 Default Fee
 Default Ratio plus divided by
 Delinquent Receivable
 Dilution Horizon Factor
 Dilution Percentage
   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; andDHF
    
    =
    
    the Dilution Horizon Factor at such time.
 Dilution Ratio
 Exh I - 7




---



##### 



Dilution Reserve
 Dilutions provided
 Eligible Receivable
          Exh I - 8




---



##### 



EMPP Receivable
 ERISA
 Excess Government Receivables Amount
 Excess Non-Energy Receivables Amount
 Exh I - 9




---



##### 



plus
 Excess Unbilled Receivables Amount multiplied by
 Excess WPP Receivables Amount
 Federal Bankruptcy Code
 Federal Funds Effective Rate
 Fee Letter
 Finance Charges
 Financial Institutions
 Financing Order
 Funding Agreement
 Exh I - 10




---



##### 



Funding Source
 GAAP Sections 7.1
 Government Receivable
 Government Receivable Concentration Limit
 Incremental Purchase
 Indebtedness
 Independent Manager
 Intercreditor Agreement
 Inventory Facility Intercreditor Agreement
 Level One Enhancement Period
 Exh I - 11




---



##### 



Level Two Enhancement Period
 Level Three Enhancement Period
 LIBO Rate provided divided by
 Liquidity Agreement
 Liquidity Termination Date
 Lock-Box Exhibit IV
 Loss Horizon Factor
 Exh I - 12




---



##### 



Loss Percentage
   ASF
    
    =
    
    Applicable Stress Factor;LP
    
    =
    
    the Loss Percentage;LHF
    
    =
    
    the Loss Horizon Factor; andLR
    
    =
    
    the highest three month rolling average of the Loss Ratios
occurring during the 12 most recent Accrual Periods.
 Loss Ratio plus divided by
 Loss Reserve multiplied by
 Manager
 Material Adverse Effect
 Monthly Report Coverage Period
 Monthly Report Exhibit IX Section 8.5
 Moodys
 Exh I - 13




---



##### 



1945 Indenture
 Non-Energy Receivable
 Non-Energy Receivables Limit
 Net Receivables Balance
 Non-Renewing Financial Institution Section
12.3
 Obligations Section 2.1
 Obligor
 Original Balance
 Originator
 Outstanding Balance
 Participant Section 12.2
 Past Due Ratio divided by
 Person
 Exh I - 14




---



##### 



P.O. Box Transfer Notice Exhibit
XI
 Pooled Commercial Paper
 Potential Amortization Event
 Prime Rate plus
 Proposed Reduction Date Section 1.3
 Pro Rata Share divided by Article XII
 Purchase Limit Section 1.1(b)
 Purchase Notice Section 1.2
 Purchase Price
 Purchasers
 Purchaser Interest
 Exh I - 15




---



##### 



CNRB AR
 where:C
    
    =
    
    the Capital of such Purchaser Interest.AR
    
    =
    
    the Aggregate Reserves.NRB
    
    =
    
    the Net Receivables Balance.
  Purchasing Financial Institution Section
12.1(b)
 Receivable provided
 Receivables Sale Agreement
 Records
 Exh I - 16




---



##### 



Reduction Notice Section 1.3
 Regulatory Change Section 10.3(a)
 Reinvestment Section 2.2
 Related Security
         Required Financial Institutions
 Required Notice Period
 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
 Responsible Officer
 Restricted Junior Payment
 S&P
 Sale Agreements
 Securitization Charge
 Securitization Charge Collections
 Securitization Charge Sale Agreement
 Securitization Property
 Seller
 Exh I - 18




---



##### 



Seller Parties
 Servicer Article VIII
 Servicing Agreement
 Servicing Fee Section 8.6
 Settlement Date
 Settlement Period
 Specified Accounts Exhibit IV Section 7.1(j)
 Subsidiary
 Supplement Indenture
 Termination Date Section 2.3
 Terminating Financial Institution Section 12.4
 Termination Percentage Section 2.3
 Terminating Tranche Section 2.3(b)
 Tranche Period
 Exh I - 19




---



##### 



provided however
 Transaction Documents
 Transferred Securitization Property
 Transferors
 UCC
 Unapplied Cash and Credits
 Unbilled Receivables
 Unbilled Receivables Offset Amount
 Exh I - 20




---



##### 



multiplied by
 WPP Limit multiplied by
 WPP Receivable
 Yield multiplied
by multiplied by
 Yield and Servicer Fee Percentage multiplied by plus multiplied by divided by
 Yield and Servicer Fee Reserve multiplied by
 Yield Payment Date
  Exh I - 21




---



##### 



plus minus
     Sch. C-1




---



##### 



provided clause (f) clauses (a) (f)
       Sch. C-2




---



##### 



Exhibit E
  Sch. C-3




---



##### 



provided Exhibit F
 Sch. C-4




---



##### 



Sch. C-5




---



##### 



TABLE OF CONTENTS
(continued)
 PageARTICLE IPURCHASE ARRANGEMENTS
    
    
    1Section 1.1 Purchase Facility
    
    
    1Section 1.2 Increases
    
    
    2Section 1.3 Decreases
    
    
    2Section 1.4 Payment Requirements
    
    
    2ARTICLE IIPAYMENTS AND COLLECTIONS
    
    
    3Section 2.1 Payments
    
    
    3Section 2.2 Collections Prior to Amortization
    
    
    3Section 2.3 Terminating Financial Institutions
    
    
    5Section 2.4 Collections Following Amortization
    
    
    5Section 2.5 Application of Collections
    
    
    5Section 2.6 Payment Rescission
    
    
    6Section 2.7 Maximum Purchaser Interests
    
    
    6Section 2.8 Clean Up Call
    
    
    6Section 2.9 Payment Allocations
    
    
    6ARTICLE IIICOMPANY FUNDING
    
    
    7Section 3.1 Yield
    
    
    7Section 3.2 Payments
    
    
    7Section 3.3 Calculation of Yield
    
    
    7ARTICLE IVFINANCIAL INSTITUTION FUNDING
    
    
    7Section 4.1 Financial Institution Funding
    
    
    7Section 4.2 Yield Payments
    
    
    7Section 4.3 Selection and Continuation of Tranche Periods
    
    
    7Section 4.4 Financial Institution Bank Rates
    
    
    8Section 4.5 Suspension of the LIBO Rate
    
    
    8Section 4.6 Liquidity Agreement Fundings
    
    
    9ARTICLE VREPRESENTATIONS AND WARRANTIES
    
    
    9Section 5.1 Representations and Warranties of The Seller Parties
    
    
    9
 Page vi




---



##### 



PageSection 5.2 Financial Institution Representations and Warranties
    
    
    13ARTICLE VICONDITIONS OF PURCHASES
    
    
    13Section 6.1 Conditions Precedent to Initial Incremental Purchase
    
    
    13Section 6.2 Conditions Precedent to All Purchases and Reinvestments
    
    
    14ARTICLE VIICOVENANTS
    
    
    15Section 7.1 Affirmative Covenants of The Seller Parties
    
    
    15Section 7.2 Negative Covenants of the Seller Parties
    
    
    23ARTICLE VIIIADMINISTRATION AND COLLECTION
    
    
    25Section 8.1 Designation of Servicer
    
    
    25Section 8.2 Duties of Servicer
    
    
    26Section 8.3 Collection Notices
    
    
    27Section 8.4 Responsibilities of Seller
    
    
    27Section 8.5 Reports
    
    
    28Section 8.6 Servicing Fees
    
    
    28ARTICLE IXAMORTIZATION EVENTS
    
    
    28Section 9.1 Amortization Events
    
    
    28Section 9.2 Remedies
    
    
    30ARTICLE XINDEMNIFICATION
    
    
    31Section 10.1 Indemnities by the Seller
    
    
    31Section 10.2 Indemnities by the Servicer
    
    
    33Section 10.3 Increased Cost and Reduced Return
    
    
    34Section 10.4 Other Costs and Expenses
    
    
    35ARTICLE XITHE AGENT
    
    
    35Section 11.1 Authorization and Action
    
    
    35Section 11.2 Delegation of Duties
    
    
    36Section 11.3 Exculpatory Provisions
    
    
    36Section 11.4 Reliance by Administrative Agent
    
    
    36Section 11.5 Non-Reliance on Administrative Agent and Other Purchasers
    
    
    36Section 11.6 Reimbursement and Indemnification
    
    
    37Section 11.7 Administrative Agent in its Individual Capacity
    
    
    37Section 11.8 Successor Administrative Agent
    
    
    37
 Sch. C-vii




---



##### 



PageARTICLE XIIASSIGNMENTS; PARTICIPATIONS
    
    
    38Section 12.1 Assignments
    
    
    38Section 12.2 Participations
    
    
    39Section 12.3 Extension of Liquidity Termination Date
    
    
    39Section 12.4 Terminating Financial Institutions
    
    
    40ARTICLE XIIIMISCELLANEOUS
    
    
    40Section 13.1 Waivers and Amendments
    
    
    40Section 13.2 Notices
    
    
    41Section 13.3 Ratable Payments
    
    
    42Section 13.4 Protection of Ownership Interests of the Purchasers
    
    
    42Section 13.5 Confidentiality
    
    
    42Section 13.6 Bankruptcy Petition
    
    
    43Section 13.7 Limitation of Liability
    
    
    43Section 13.8 CHOICE OF LAW
    
    
    44Section 13.9 CONSENT TO JURISDICTION
    
    
    44Section 13.10 WAIVER OF JURY TRIAL
    
    
    44Section 13.11 Integration; Binding Effect; Survival of Terms
    
    
    45Section 13.12 Counterparts; Severability; Section References
    
    
    45Section 13.13 Bank One Roles
    
    
    45Section 13.14 Characterization
    
    
    45Section 13.15 Intercreditor Agreement
    
    
    46
 Exhibits and SchedulesExhibit I
    
    DefinitionsExhibit II
    
    Form of Purchase NoticeExhibit 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 AccountsExhibit V
    
    Form of Compliance CertificateExhibit VI
    
    Form of Collection Account AgreementExhibit VII
    
    Form of Assignment AgreementExhibit VIII
    
    Credit and Collection PolicyExhibit IX
    
    Form of Monthly ReportExhibit X
    
    Form of Reduction NoticeExhibit XI
    
    Form of P.O. Box Transfer NoticeSchedule A
    
    CommitmentsSchedule B
    
    Closing DocumentsSchedule C
    
    Financial Covenant Definitions
 Sch. C-viii




---



##### 



Amendment Seller Servicer Conduit Administrative Agent
  Purchase
Agreement
   Section 1. Amendments Section 2
 Article XIII Section 13.16 Section 13.15:
 Accounting Terms Accounting Changes




---



##### 



provided however
 Exhibit I
 Accounting Changes Section 13.16
 Capital Lease
 Off-Balance Sheet Liability clause (iv)
 Operating Lease
 Property
 Schedule C
 plus minus
 2




---



##### 



Section 2. Conditions Precedent
 Section 3. Covenants, Representations and Warranties of the Seller and the
Servicer
   Section 4. Fees, Costs, Expenses and Taxes
 3




---



##### 



Section 5. Reference to and Effect on the Purchase Agreement
    Section 6. GOVERNING LAW
 Section 7. Execution in Counterparts
 Section 8. Headings
 4




---



##### 



CONSUMERS RECEIVABLES FUNDING II,
LLC, as SellerBy:

/s/ Laura L. MountcastleNAME:  Laura L. MountcastleTitle:
    PresidentCONSUMERS ENERGY COMPANY, as ServicerBy:
    /s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    Vice President




---



##### 



FALCON ASSET SECURITIZATION
CORPORATIONBy:

/s/ Leo LougheadName:
    Leo LougheadTitle:
    Authorized SignatoryBANK ONE, NA (MAIN OFFICE CHICAGO), 
   as a Financial Institution and as
   Administrative AgentBy:

/s/ Leo LougheadName:
    Leo LougheadTitle:
    Managing Director, Capital Markets




---



##### 



Amendment Servicer Falcon Bank One Administrative Agent
  Receivables Purchase Agreement
 Receivables Sale Agreement
  Amendment and Waiver Section 3




---



##### 



Default Ratio
 Loss-to-Liquidation Ratio
 Loss-to-Liquidation Ratio divided by
   Representations and Warranties.
   Conditions Precedent. Effective Date
 Reference to and Effect on the Transaction Documents.
  2




---



##### 



Execution in Counterparts.
 Governing Law.
 Headings.
 Fees and Expenses.
  3




---



##### 



CONSUMERS RECEIVABLES FUNDING II, LLCBy:

/s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    PresidentCONSUMERS ENERGY COMPANY, as ServicerBy:

/s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    Vice President




---



##### 



FALCON ASSET SECURITIZATION CORPORATIONBy:

/s/ Leo V. LougheadName:
    Leo V. LougheadTitle:
    Authorized SignatoryBANK ONE, NA (MAIN OFFICE CHICAGO), as a 
Financial Institution and Administrative AgentBy:
    /s/ Leo V. LougheadName:
    Leo V. LougheadTitle:
    Managing Director Capital Markets




---



##### 



Amendment Servicer Bank One Administrative Agent
  Receivables Purchase Agreement
  Amendments. Section 4
 Section 7.1(b)
 Receivables Classification.
 Section 7.1




---



##### 



Receivables Classification. Section 7.1 (h)
  Exhibit I Liquidity Termination Date
 Liquidity Termination Date
 Exhibit I Purchase Price
 Purchase
Price
 Exhibit I Receivable
 Receivable
 2




---



##### 



provided
 Waivers
 Section 4 Section 9.1(a)(ii) clauses (iii) (iv) Section 7.1 (i)
 Section 4 Section 9.1(b) Section 5.1 (g)
  3




---



##### 



Section 2
 Representations and Warranties.
   Conditions Precedent Effective Date
    Consent to Amendment
 Reference to and Effect on the Transaction Documents
   4




---



##### 



Execution in Counterparts
 Governing Law
 Headings
 Fees and Expenses
  5




---



##### 



CONSUMERS RECEIVABLES FUNDING II, LLCBy:
    /s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    PresidentCONSUMERS ENERGY COMPANY, as ServicerBy:

/s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    Vice President and Treasurer Signature
Page to Amendment No. 3 and Waiver




---



##### 



FALCON ASSET SECURITIZATION CORPORATIONBy:

/s/ Leo V. LougheadName:
    Leo V. LougheadTitle:
    Authorized SignatoryBANK ONE, NA (MAIN OFFICE CHICAGO), as a
Financial Institution and Administrative AgentBy:

/s/ Leo V. LougheadName:
    Leo V. LougheadTitle:
    Managing Director, Capital
Markets Signature
Page to Amendment No. 3 and Waiver




---



##### 



Amendment Servicer Falcon Bank One Administrative Agent
  Receivables Purchase Agreement
  Amendments Section 3
 Section 9.1(k)
  Section 11.5
 Non-Reliance on Administrative Agent and
Other Purchasers




---



##### 



clause (a) CIP
Regulations
 Article XII
 USA Patriot Act Certification
 2




---



##### 



Article XIII
 USA Patriot Act
 Exhibit I
 CIP Regulations Section 11.5(b)
 USA Patriot Act
 Representations and Warranties
   Conditions Precedent Effective Date
 Reference to and Effect on the Transaction Documents
  3




---



##### 



Execution in Counterparts
 Governing Law
 Headings
 Fees and Expenses
  4




---



##### 



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




---



##### 



FALCON ASSET SECURITIZATION CORPORATIONBy:
    
    /s/ Leo V. LougheadName: Leo V. Loughead
Title: Authorized SignatoryBANK ONE, NA (MAIN OFFICE CHICAGO), as aFinancial Institution and Administrative AgentBy:
    
    /s/ Leo V. LougheadName: Leo V. Loughead
Title: Managing Director, Capital
Markets
 Signature Page to Amendment No.4




---



##### 



Amendment Servicer Falcon JPMorgan Administrative Agent
  Receivables Purchase Agreement)
  Amendments Section 3
 Section 1.2
  Exhibit I Liquidity Termination Date Required Notice Period
 Liquidity Termination Date




---



##### 



Required Notice Period
 Aggregate Reduction
    
    Required Notice Period≤ $100,000,000
    
    one Business Days>$100,000,000
    
    two Business Days
 Representations and Warranties.
   Conditions Precedent Effective Date
 Reference to and Effect on the Transaction Documents
    2




---



##### 



Execution in Counterparts
 Governing Law
 Headings
 Fees and Expenses
  3




---



##### 



FALCON ASSET SECURITIZATION CORPORATIONBy:
    
    /s/ Leo V. LougheadName: Leo V. LougheadTitle: Authorized SignatoryJPMORGAN CHASE BANK, N.A., as a Financial
Institution and Administrative AgentBy:
    
    /s/ Leo V. LougheadName: Leo V. LougheadTitle: Managing Director
 Signature Page to Amendment No. 5




---



##### 



CONSUMERS RECEIVABLES FUNDING II, LLCBy:
    
    /s/ Laura L. Mountcastle

Name: Laura L. Mountcastle
Title: Manager, 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. 5




---



##### 



Amendment Servicer Falcon JPMorgan Administrative Agent
  Receivables
Purchase
  Amendment and Waiver Section 3




---



##### 



Schedule C
 provided clause (g) clauses
(a) (g)
 Schedule C
 Section
9.1(f)(iii)
 Representations and Warranties
   2




---



##### 



Conditions Precedent Effective Date
 Reference to and Effect on the Transaction Documents
    Execution in Counterparts
 Governing Law
 Headings
 3




---



##### 



Fees and Expenses
  4




---



##### 



FALCON ASSET SECURITIZATION CORPORATIONBy:
    
    JPMorgan Chase Bank, N.A., as attorney in factBy:
    
    /s/ Leo V. Loughead

Name: Leo V. Loughead
Title: Authorized SignatoryJPMORGAN CHASE BANK, N.A., as a FinancialInstitution and Administrative AgentBy:
    
    /s/ Leo V. LougheadName: Leo V. Loughead
Title: Managing Director
 Signature Page to Amendment No. 6 and Waiver




---



##### 



CONSUMERS RECEIVABLES FUNDING II, LLCBy:
    
    /s/ Laura L. Mountcastle

Name: Laura L. Mountcastle
Title: Vice President and TreasurerCONSUMERS ENERGY COMPANY, as servicerBy:
    
    /s/ Laura L. MountcastleName: Laura L. Mountcastle
Title: Vice President and Treasurer
 Signature Page to Amendment No. 6 and Waiver




---



##### 



Amendment Seller Servicer JPMorgan Administrative Agent
  Receivables Purchase Agreement)
  Amendment and Waiver. Section 3




---



##### 



Loss Ratio times divided by
 (ii) (iii) Section 9. l(f)
 Representations and Warranties.
   Conditions Precedent.
 Reference to and Effect on the Transaction Documents.
  2




---



##### 



Execution in Counterparts.
 Governing Law.
 Headings.
 Fees and Expenses.
  3




---



##### 



CONSUMERS RECEIVABLES FUNDING II, LLCBy:
    /s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    PresidentCONSUMERS ENERGY COMPANY, as ServicerBy:
    /s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    Vice President Signature Page to Amendment No. 7 and Waiver




---



##### 



FALCON ASSET SECURITIZATION CORPORATIONBy: JPMorgan Chase Bank, N.A., as attorney in factBy:
    
    /s/ Mark J. Connor

Name: Mark J. ConnorTitle: Vice PresidentJPMORGAN CHASE BANK, N.A., as a FinancialInstitution and Administrative AgentBy:
    
    /s/ Mark J. Connor

Name: Mark J. ConnorTitle: Vice President
 Signature Page to Amendment No. 7 and Waiver




---



##### 



Execution Copy
 
 Amendment Servicer JPMorgan Administrative Agent
  Receivables Purchase
Agreement)
  Amendment. Section 3
 Liquidity Termination Date Exhibit I
 Representations and Warranties.




---



##### 



Conditions Precedent. Effective Date
 Reference to and Effect on the Transaction Documents.
    Execution in Counterparts.
 Governing Law.
 2




---



##### 



Headings.
 Fees and Expenses.
  3




---



##### 



CONSUMERS RECEIVABLES FUNDING II, LLC, as SellerBy:
    /s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    President, CEO, CFO and TreasurerCONSUMERS ENERGY COMPANY, as ServicerBy:
    /s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    Vice President and Treasurer Signature Page to Amendment No. 8




---



##### 



FALCON ASSET SECURITIZATION CORPORATIONBy: JPMorgan Chase Bank, N.A., its attorney-in-factBy:
    
    /s/ Leo Loughead

Name: Leo LougheadTitle: Authorized SignatoryJPMORGAN CHASE BANK, N.A., as a FinancialInstitution and Administrative AgentBy:
    
    /s/ Leo Loughead

Name: Leo LougheadTitle: Managing Director
 Signature Page to Amendment No. 8




---



##### 



Execution Copy
 
 Amendment Servicer JPMorgan Administrative Agent
  Receivables Purchase Agreement).
  Amendment. Section 3 Schedule C
 plus clause
(iv) clause (iv) minus




---



##### 



Representations and Warranties.
   Conditions Precedent. Effective Date provided
 Reference to and Effect on the Transaction Documents.
    Execution in Counterparts.
 2




---



##### 



Governing Law.
 Headings.
 Fees and Expenses.
  3




---



##### 



CONSUMERS RECEIVABLES FUNDING II, LLC, as SellerBy:
    /s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    President, CEO, CFO & TreasurerCONSUMERS ENERGY COMPANY, as ServicerBy:
    /s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    Vice President & Treasurer Signature Page to Amendment No. 9




---



##### 



FALCON ASSET SECURITIZATION CORPORATIONBy: JPMorgan Chase Bank, N.A., its attorney-in-factBy:
    
    /s/ Mark ConnorName: Mark ConnorTitle. Vice PresidentJPMORGAN CHASE BANK, N.A., as a FinancialInstitution and Administrative AgentBy:
    
    /s/ Mark ConnorName: Mark ConnorTitle: Vice President
 Signature Page to Amendment No. 9




---



##### 



EXECUTION COPY
 
 Amendment Servicer Falcon JPMorgan Administrative Agent
  Receivables Purchase Agreement
  Amendments Section 4
 Section 1.2
 Exhibit II Purchase Notice
 Liquidity Termination Date Exhibit I
 Exhibit IV Exhibit IV
 Representations and Warranties




---



##### 



Waiver
 Conditions Precedent Effective Date
 Reference to and Effect on the Transaction Documents
   Section 3
 Execution in Counterparts
 2




---



##### 



Governing Law.
 Headings.
 Fees and Expenses.
 Receivables Sale Agreement Amendment.
  3




---



##### 



CONSUMERS RECEIVABLES FUNDING II, LLC, as SellerBy:
    /s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    President, CEO, CFO & TreasurerCONSUMERS ENERGY COMPANY, as ServicerBy:
    /s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    Vice President & Treasurer Signature Page to Amendment No. 10 to RPA




---



##### 



FALCON ASSET SECURITIZATION COMPANY LLC (formerly Falcon Asset Securitization Corporation)By: JPMorgan Chase Bank, N.A., its attorney-in-factBy:
    /s/ Leo LougheadLeo LougheadManaging DirectorJPMORGAN CHASE BANK, N.A., as a Financial 
Institution and Administrative AgentBy:
    /s/ Leo LougheadLeo LougheadManaging Director Signature Page to Amendment No. 10 to RPA




---



##### 



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




---



##### 



EXECUTION COPY
 
 Amendment Servicer Falcon JPMorgan Administrative Agent
  Receivables Purchase Agreement).
  Amendments. Section 3
 Section 9. l(k)
 Section 9.1 (k) Schedule C.
 Schedule C Schedule C
 Representations and Warranties.




---



##### 



Conditions Precedent Effective Date
 Reference to and Effect on the Transaction Documents
    Execution in Counterparts
 Governing Law
 2




---



##### 



Headings.
 Fees and Expenses.
  3




---



##### 



CONSUMERS RECEIVABLES FUNDING II, LLC, as SellerBy:
    /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 Past to Amendment No. 11 to RPA




---



##### 



FALCON ASSET SECURITIZATION COMPANY LLCBy: JPMorgan Chase Bank, N.A., its attorney-in-factBy:
    /s/ Mark ConnorName:
    Mark ConnorTitle:
    Vice PresidentJPMORGAN CHASE BANK, N.A., as a Financial
Institution and Administrative AgentBy:
    /s/ Mark ConnorName:
    Mark ConnorTitle:
    Vice President Signature Page to Amendment No. 11 to RPA




---



##### 



Exhibit D
          Sch.C-1




---



##### 



provided clause (g) clauses (a) (g)
          Sch.C-2




---



##### 



Sch.C-3




---



##### 



Exhibit E
            Sch.C-4




---



##### 



clauses (ii), (iii), (iv), (vi) (vii) clause
(iii) (iv)
 Exhibit F
 Sch.C-5




---



##### 



Section 1.3
 Sch.C-6




---



##### 



Execution Copy
 
 Amendment Servicer Falcon JPMorgan Administrative Agent
  Receivables Purchase Agreement).
  Amendments. Section 3
 Section 7. l(b)(vi)
 Downgrade of Originator.
 Debt Rating Exhibit
I
 Debt Rating
 Exhibit I




---



##### 



Credit Agreement
 Fitch
 FMB Release Date
 Senior Debt
 Liquidity Termination Date Exhibit I
 Representations and Warranties.
   Conditions Precedent. Effective Date
 Reference to and Effect on the Transaction Documents.
   2




---



##### 



Execution in Counterparts.
 Governing Law.
 Headings.
 Fees and Expenses.
  3




---



##### 



CONSUMERS RECEIVABLES FUNDING II, LLC, as SellerBy:
    /s/ Thomas J. WebbName:
    Thomas J. WebbTitle:
    Executive Vice President CONSUMERS ENERGY COMPANY, as ServicerBy:
    /s/ Thomas J. WebbName:
    Thomas J. WebbTitle:
    Executive Vice President and Chief Financial Officer
 Signature Page to Amendment No. 12 to RPA




---



##### 



FALCON ASSET SECURITIZATION COMPANY LLCBy:
    
    JPMorgan Chase Bank, N.A., its attorney-in-factBy:
    
    /s/ Mark ConnorName: Mark Connor
Title: Vice PresidentJPMORGAN CHASE BANK, N.A., as a FinancialInstitution and Administrative AgentBy:
    
    /s/ Mark ConnorName: Mark Connor
Title: Vice President
 Signature Page to Amendment No. 12 to RPA




---



##### 



FALCON ASSET SECURITIZATION COMPANY LLCBy:
    
    JPMorgan Chase Bank, N.A., its attorney-in-factBy:
    
    /s/ Mark ConnorName: Mark Connor
Title: Vice PresidentJPMORGAN CHASE BANK, N.A., as a FinancialInstitution and Administrative AgentBy:
    
    /s/ Mark ConnorName: Mark Connor
Title: Vice President
 Signature Page to Amendment No. 12 to RPA




---



##### 



FALCON ASSET SECURITIZATION COMPANY LLCBy:
    
    JPMorgan Chase Bank, N.A., its attorney-in-factBy:
    
    /s/ Mark ConnorName: Mark Connor
Title: Vice PresidentJPMORGAN CHASE BANK, N.A., as a FinancialInstitution and Administrative AgentBy:
    
    /s/ Mark ConnorName: Mark Connor
Title: Vice President
 Signature Page to Amendment No. 12 to RPA




---



##### 



FALCON ASSET SECURITIZATION COMPANY LLCBy:
    
    JPMorgan Chase Bank, N.A., its attorney-in-factBy:
    
    /s/ Mark ConnorName: Mark Connor
Title: Vice PresidentJPMORGAN CHASE BANK, N.A., as a FinancialInstitution and Administrative AgentBy:
    
    /s/ Mark ConnorName: Mark Connor
Title: Vice President
 Signature Page to Amendment No. 12 to RPA




---



##### 



Execution Copy
 
 Amendment Servicer Falcon JPMorgan Administrative Agent Purchase Agreement
  Purchase Agreement
  Amendments. Section 3
 Section 10.5 Section 10.4
 Section 10.5 Accounting Based Consolidation Event. (a) If an Accounting
Based Consolidation Event shall at any time occur then, upon demand by the
Administrative Agent, Seller shall pay to the Administrative Agent, for the benefit of
the relevant Affected Entity, such amounts as such Affected Entity reasonably
determines will compensate or reimburse such Affected Entity for any resulting (i) fee,
expense or increased cost charged to, incurred or otherwise suffered by such Affected
Entity, (ii) reduction in the rate of return on such Affected Entitys capital or
reduction in the amount of any sum received or receivable by such Affected Entity or
(iii) internal capital charge or other imputed cost determined by such Affected Entity
to be allocable to Seller or the transactions contemplated in this Agreement in
connection therewith. Amounts under this Section 10.5 may be demanded at any
time without regard to the timing of issuance of any financial statement by any
Affected Entity.
 (b) For purposes of this Section 10.5 the following terms shall have
the following meanings:




---



##### 



Accounting Based Consolidation Event means 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 Affected Entity. An Accounting Based
Consolidation Event shall be deemed to occur on the date any Affected Entity shall
acknowledge in writing that any such consolidation of the assets and liabilities of Conduit
shall occur.
 Affected Entity 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 or
(iv) any bank holding company in respect of any of the foregoing.
 Section 12.6 Section 12.5
 Section 12.6 Federal Reserve. Notwithstanding any other provision of this
Agreement to the contrary, any Financial Institution may at any time pledge or grant a
security interest in all or any portion of its rights (including, without limitation, any
Purchaser Interest and any rights to payment of Capital and Yield) under this Agreement to
secure obligations of such Financial Institution to a Federal Reserve Bank, without notice
to or consent of the Seller or the Administrative Agent; provided that no such
pledge or grant of a security interest shall release a Financial Institution from any of its
obligations hereunder, or substitute any such pledgee or grantee for such Financial
Institution as a party hereto.
 Section 13.14(d) Section 13.14(c)
 (d) If, notwithstanding the intention of the parties expressed above, any sale
or transfer by Seller hereunder shall be characterized as a secured loan and not a sale
or such sale shall for any reason be ineffective or unenforceable (any of the foregoing
being a Recharacterization), then this Agreement shall be deemed to constitute a security
agreement under the UCC and other applicable law. In the case of any
Recharacterization, the Seller represents and warrants that each remittance of Collections to the Administrative Agent or any Purchaser hereunder will have been (i)
in payment of a debt incurred in the ordinary course of business or financial affairs and
(ii) made in the ordinary course of business or financial affairs.
 Section 13.16 Section 13.17
 Fee Letter Exhibit I
 2




---



##### 



Fee Letter means that certain letter agreement dated as of August 12, 2008
among Seller, the Conduit and the Administrative Agent, as it may be amended,
restated, supplemented or otherwise modified from time to time.
 Liquidity Termination Date Exhibit I
 Representations and Warranties.
   Conditions Precedent. Effective Date
 Reference to and Effect on the Transaction Documents.
    3




---



##### 



Execution in Counterparts.
 Governing Law.
 Headings.
 Fees and Expenses.
  4




---



##### 



CONSUMERS RECEIVABLES FUNDING II, LLC,
as SellerBy:
    /s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    Treasurer, President, Chief  Executive Officer  and
Chief  Financial OfficerCONSUMERS ENERGY COMPANY, as ServicerBy:
    /s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    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-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. 13 to RPA




---



##### 



EXECUTION COPY
 
 Amendment Seller Servicer Falcon JPMorgan Administrative Agent
  Receivables Purchase Agreement).
  Amendment and Waiver. Section 3
   Loss Percentage
 Purchase Limit
 Exhibit A




---



##### 



(ii) Section 9.1(f)
 Representations and Warranties.
   Conditions Precedent. Effective Date
 Reference to and Effect on the Transaction Documents.
   2




---



##### 



Execution in Counterparts.
 Governing Law.
 Headings.
 Fees and Expenses.
  3




---



##### 



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. 14 and Waiver




---



##### 



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 Financial
Institution and Administrative AgentBy:
    /s/ Patrick MenichilloName:
    Patrick MenichilloTitle:
    Vice President Signature Page to Amendment No. 14 and Waiver




---



##### 



Exhibit A
   Financial Institution
    
    CommitmentJPMorgan Chase Bank, N.A. (as successor by merger to Bank One, NA (Main Office
Chicago))
    
    $
    250,000,000




---



##### 



Execution Copy
 
 Amendment Seller Servicer Falcon JPMorgan Administrative Agent
  Purchase Agreement
  Amendment. Section 3
 Article I Section 1.4
 Section 1.4 Payment Requirements . All amounts to be paid or
deposited by any Seller Party pursuant to any provision of this Agreement shall be
paid or deposited in accordance with the terms hereof no later than 12:00 noon (New
York time) on the day when due in immediately available funds, and if not received
before 12:00 noon (New York time) shall be deemed to be received on the next
succeeding Business Day. If such amounts are payable to a Purchaser they shall be
paid to the Administrative Agent, for the account of such Purchaser, at 10 South
Dearborn, Chicago, Illinois 60670 until otherwise notified by the Administrative
Agent. All computations of Yield (other than Yield calculated using the Alternate
Base Rate described in clauses (a) or (b) of the definition thereof), per annum fees
hereunder and per annum fees under the Fee Letter shall be made on the basis of a
year of 360 days for the actual number of days elapsed. All computations of Yield
calculated using the Alternate Base Rate described in clauses (a) or (b) of the
definition thereof shall be made on the basis of a year of 365 or 366 days, as




---



##### 



applicable, for the actual number of days elapsed. If any amount hereunder shall be
payable on a day which is not a Business Day, such amount shall be payable on the
next succeeding Business Day.
 Article II Section 2.7
 Section 2.7 Maximum Purchaser Interests. Seller shall ensure that the
Purchaser Interests of the Purchasers shall at no time exceed in the aggregate the
Applicable Maximum Purchaser Interest. If the aggregate of the Purchaser Interests of the
Purchasers exceeds the Applicable Maximum Purchaser Interest, Seller shall pay to the
Administrative Agent, within one (I) Business Day, an amount such that, after giving effect
to such payment, the aggregate of the Purchaser Interests equals or is less than the
Applicable Maximum Purchaser Interest. Amounts paid by the Seller under this Section 2.7
shall be applied to the outstanding Capital of the Purchasers ratably in accordance with
such Purchasers respective Capital Pro Rata Shares.
 Article IV Sections 4.1 4.4 4.5(a)
 Section 4.1 Financial Institution Funding . Each Purchaser Interest of the
Financial Institutions shall accrue Yield for each day during its Tranche Period at either
the LIBO Rate or the Alternate Base Rate in accordance with the terms and conditions
hereof. Until Seller gives notice to the Administrative Agent of another Bank Rate in
accordance with Section 4.4, the initial Bank Rate for any Purchaser Interest transferred
to the Financial Institutions pursuant to the terms and conditions hereof shall be the
Alternate Base Rate. If the Financial Institutions acquire by assignment from Conduit all
or any portion of a Purchaser Interest (or an undivided interest therein) pursuant to the
Liquidity Agreement, each Purchaser Interest so assigned shall each be deemed to have a new
Tranche Period commencing on the date of any such assignment.
 Section 4.4 Financial Institution Bank Rates . Seller may select the LIBO
Rate or the Alternate Base Rate for each Purchaser Interest of the Financial Institutions.
Seller shall by 12:00 noon (New York time). (i) at least three (3) Business Days prior to
the expiration of any Terminating Tranche with respect to which the LIBO Rate is being
requested as a new Bank Rate and (ii) at least one (I) Business Day prior to the expiration
of any Terminating Tranche with respect to which the Alternate Base Rate is being requested
as a new Bank Rate, give the Agent irrevocable notice of the new Bank Rate for the
Purchaser Interest associated with such Terminating Tranche. Until Seller gives notice to
the Agent of another Bank Rate, the initial Bank Rate for any Purchaser Interest
transferred to the Financial Institutions pursuant to the terms and conditions hereof shall
be the Alternate Base Rate.
 2




---



##### 



Section 4.5 Suspension of the LIBO Rate . (a) If any Financial
Institution notifies the Administrative Agent that it has determined that funding its Pro
Rata Share of the Purchaser Interests of the Financial Institutions at a LIBO Rate would
violate any applicable law, rule, regulation, or directive of any governmental or
regulatory authority, whether or not having the force of law, or that
(i) deposits of a type and maturity appropriate to fund its Purchaser Interests at such LIBO Rate are not
available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or
maintaining a Purchaser Interest at such LIBO Rate, then the Administrative Agent shall
suspend the availability of such LIBO Rate and select the Alternate Base Rate for any
Purchaser Interest accruing Yield at such LIBO Rate, and the then current Tranche Period
for such Purchaser Interest shall thereupon be terminated and a new Tranche Period based
upon the Alternate Base Rate shall commence.
 Article VIII Section 8.5
 Section 8.5 Reports . The Servicer shall prepare and forward to the
Administrative Agent (i) on the twelfth (12th) Business Day of each month and at such times
as the Administrative Agent shall request, a Monthly Report, (ii) on the second
(2nd)
Business Day of each week during a Level Two Enhancement Period, a weekly report in
substantially the same form as the Monthly Report or such other form approved by the
Administrative Agent in writing and reflecting information as of the end of the prior week,
(iii) on each Business Day during a Level Three Enhancement Period, a Daily Report, and
(iv) at such times as the Administrative Agent shall reasonably request, an aging of
Receivables.
 Section 9.1
 (a) Any Seller Party shall fail (i) to make any payment or deposit required hereunder
when due and such failure shall continue for one (1) Business Day, or (ii) to perform or
observe any term, covenant or agreement hereunder (other than as referred to in clause (i)
of this paragraph (a) and Section 9.1(b) through (k)) and such failure shall
continue for five (5) consecutive Business Days or a Servicer Default shall occur under
(and as such term is defined in) the Servicing Agreement.
 Section 9.1(f) 7.0% clause
(iii)(C) 8.0%
 Exhibit I Alternate Base Rate Daily Report
 3




---



##### 



Alternate
Base Rate means, for any date, a rate per annum equal to the
greatest of (a) the LIBO Rate for a one month Tranche Period at approximately 11:00 a.m.
London time on such day (or if such day is not a Business Day, the immediately preceding
Business Day) plus 1.0%, (b) the Federal Funds Effective Rate in effect on such day plus
1/2
of 1% and (c) the corporate base rate, prime rate or base rate of interest, as
applicable, announced by the Administrative Agent from time to time, changing when and as
such rate changes (the Base Rate). Any change in the Alternate Base Rate due to
a change in the Base Rate, the Federal Funds Effective Rate or the LIBO Rate shall be
effective from and including the effective date of such change in the Base Rate, the
Federal Funds Effective Rate or the LIBO Rate, respectively.
 Daily
Report means a report, in substantially the form of Exhibit XII hereto
(appropriately completed), furnished by the Servicer to the Administrative Agent
pursuant to Section 8.5
 Exhibit I Applicable Stress Factor Bank Rate Default Fee Fee Letter Liquidity Termination Date
 Applicable
Stress Factor  means 2.5.
 Bank
Rate means, the LIBO Rate or the Alternate Base Rate, as applicable, with
respect to each Purchaser Interest of the Financial Institutions and any Purchaser Interest
of Conduit, an undivided interest in which has been assigned by Conduit to a Financial
Institution pursuant to the Liquidity Agreement.
 Default
Fee means with respect to any amount due and payable by Seller (or required
to be deposited by Servicer) in respect of any Aggregate Unpaids, an amount equal to the
greater of (i) $1000 and (ii) interest on any such unpaid Aggregate Unpaids at a rate per
annum equal to 2.75% above the Alternate Base Rate.
 Fee Letter means that certain letter agreement dated as of February 12,
2009 among Seller, the Conduit and the Administrative Agent, as it may be amended,
restated, supplemented or otherwise modified from time to time.
 Liquidity
Termination Date means May 13, 2009.
 Exhibit I Excess WPP Receivables Amount Prime Rate WPP
Limit
 Exhibit I clauses
(i) (vi) Eligible Receivable
 4




---



##### 



(i) which is not a Charged-Off Receivable, a Delinquent Receivable or a WPP
Receivable,
 (vi) the Obligor of which (a) is not an Affiliate of (1) any party hereto or (2)
Originator and (b) to the knowledge of either Servicer or Seller, has not taken any action,
or suffered any event to occur, of the type described in Section 9.1(d) (as if
references to Seller Party therein refer to such Obligor),
 Exhibit I 20% clause (i) Loss Percentage 15%
 Exhibit I and clause (vi) Net Receivables
Balance and (viii) the Excess WPP Receivables Amount at such time
 Exhibit I clause
(b) Tranche Period
 (b) if Yield for such Purchaser Interest is calculated on the basis of clause (a) or (b) of the definition of Alternate Base Rate, a period
commencing on a Business Day selected by Seller and agreed to by the Administrative
Agent, provided no such period shall exceed one month.
 Exhibit I Unbilled Receivables Offset Amount Yield Yield and Servicer
Fee Percentage
 Unbilled
Receivables Offset Amount means, at any time, an amount equal to
the lesser of (a) the credit balance of all EMPP Receivables as of the last day of the
immediately preceding Accrual Period and (b) the product of (i) the greater of (A) 7% and
(B) the ratio of (1) the total number of Obligors whose accounts are subject to a balanced
or levelized payment plan or a payment plan based on a percentage of such Obligors income
(giving rise to EMPP Receivables) as of the last day of the immediately preceding Accrual
Period divided by (2) the total number of Obligors as of the last day of the immediately
preceding Accrual Period multiplied by (ii) the aggregate amount of Unbilled Receivables
for such Accrual Period.
 Yield means (a) for each respective Tranche Period relating to Purchaser Interests
funded by the Financial Institutions, including any Purchaser Interests or undivided
interest in a Purchaser Interest assigned to a Financial Institution pursuant to the
Liquidity Agreement, an amount equal to the product of the applicable Bank Rate for each
Purchaser Interest multiplied by the Capital of such Purchaser Interest for each
day elapsed during such Tranche Period, annualized on a 360 day basis (or a 365 or 366 day
basis, as applicable, in the case of a Bank Rate determined by clause (a)
 5




---



##### 



or (b) of the definition of Alternate Base Rate), and (b) for each
respective Settlement Period relating to Purchaser Interests funded by Conduit,
other than a Purchaser Interest which, or an undivided interest in which, has
been assigned by Conduit to a Financial Institution pursuant to the Liquidity
Agreement, an amount equal to the product of the applicable CP Rate multiplied by the Capital of such Purchaser Interest for each day
elapsed during such Settlement Period, annualized on a 360 day basis.
 Yield
and Servicer Fee Percentage means, at any time, an amount
equal to the greater of (i) 1.5% and (ii) the ratio (expressed as a percentage)
equal to (a) the product of (x) 1.5, multiplied by (y) the Alternate
Base Rate (measured as of the close of business as of the last Business Day of
the preceding calendar month) plus 2.0%, multiplied by (z) the
highest three-month average Days Sales Outstanding Ratio over the prior twelve
(12) months, divided by (b) 360.
 Exhibit XII
 Representations and Warranties.
   Conditions Precedent. Effective Date
 Reference to and Effect on the Transaction Documents.
  6




---



##### 



Execution in Counterparts.
 Governing Law.
 Headings.
 Fees and Expenses.
  7




---



##### 



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. 15




---



##### 



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 Financial 
Institution and Administrative AgentBy:
    
    /s/ Patrick MenichilloName: Patrick MenichilloTitle: Vice President
 Signature
Page to Amendment No. 15




---



##### 



Attachment A to Amendment No 15 to Receivables Purchase Agreement
 EXHIBIT XII
 
 Signature Page to Amendment No. 15