AMENDMENT NO. 5
RECEIVABLES SALE AGREEMENT
THIS AMENDMENT NO. 5 TO RECEIVABLES SALE AGREEMENT (this “ Amendment ”) dated
as of March 17, 2010, 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.
A. Reference is made to that certain Receivables Sale Agreement dated as of May 22, 2003 between
Buyer and Originator (as amended prior to the date hereof, as amended hereby and as the same may be further
amended, restated, supplemented or modified from time to time, the “ Receivables Sale Agreement ”).
B. The parties hereto have agreed to amend certain provisions of the Receivables Sale Agreement upon
the terms and conditions set forth herein.
SECTION 1. Amendments . Subject to the satisfaction of the condition precedent set forth in Section 3
hereof, the parties hereto hereby agree to amend the Receivables Sale Agreement as follows:
(a) Exhibit III to the Receivables Sale Agreement is hereby replaced in its entirety with the Exhibit III
SECTION 2. Representations and Warranties . The Originator hereby represents and warrants to Buyer
and its assigns that:
(a) this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance
with its terms; and
(b) on the date hereof, before and after giving effect to this Amendment, no Termination Event or Potential
Termination Event has occurred and is continuing.
SECTION 3. Conditions Precedent . This Amendment shall become effective on the first Business Day
(the “ Effective Date ”) on which Buyer and the Administrative Agent or its counsel has received four
(4) counterpart signature pages to this Amendment, executed by each of the parties hereto.