0001193125-12-493089 Sample Contracts

AMENDMENT NO. 8 TO RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • December 6th, 2012 • CMS Energy Corp • Electric & other services combined • New York

THIS AMENDMENT NO. 8 TO RECEIVABLES SALE AGREEMENT (this “Amendment”) dated as of November 30, 2012, is entered into among CONSUMERS RECEIVABLES FUNDING II, LLC (“Buyer”) and CONSUMERS ENERGY COMPANY (“Originator”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “Receivables Sale Agreement” referred to below.

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AMENDMENT NO. 4 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of November 30, 2012
Receivables Purchase Agreement • December 6th, 2012 • CMS Energy Corp • Electric & other services combined • New York

THIS AMENDMENT NO. 4 (this “Amendment”) is entered into as of November 30, 2012 by and among Consumers Receivables Funding II, LLC, a Delaware limited liability company (the “Seller”), Consumers Energy Company, a Michigan corporation (“Consumers”), as initial servicer (the “Servicer”), the entities party hereto from time to time as Conduits (together with any of their respective successors and assigns hereunder, the “Conduits”), the entities party hereto from time to time as Financial Institutions (together with any of their respective successors and assigns hereunder, the “Financial Institutions”), the entities party hereto from time to time as Managing Agents (together with any of their respective successors and assigns hereunder, the “Managing Agents”) and The Bank of Nova Scotia, (“BNS”), as assignee of JPMorgan Chase Bank, N.A., as administrative agent for the Purchasers (together with its successors and assigns hereunder, the “Administrative Agent”).

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