0000950123-10-037511 Sample Contracts

Change in Control Agreement
Change in Control Agreement • April 23rd, 2010 • CMS Energy Corp • Electric & other services combined • Michigan

THIS CHANGE IN CONTROL AGREEMENT (hereinafter referred to as this “Agreement”) is made, entered into, and effective as of , 20___(hereinafter referred to as the “Effective Date”), by and between , a Michigan corporation, (hereinafter referred to as the “Employer”) and (hereinafter referred to as the “Executive”).

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AMENDMENT NO. 6 TO RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • April 23rd, 2010 • CMS Energy Corp • Electric & other services combined • New York

THIS AMENDMENT NO. 6 TO RECEIVABLES SALE AGREEMENT (this “Amendment”) dated as of April 20, 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.

AMENDMENT NO. 19 TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • April 23rd, 2010 • CMS Energy Corp • Electric & other services combined • New York

THIS AMENDMENT NO. 19 TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) dated as of March 17, 2010, is entered into among CONSUMERS RECEIVABLES FUNDING II, LLC (“Seller”), CONSUMERS ENERGY COMPANY, in its capacity as Servicer (in such capacity, the “Servicer”), FALCON ASSET SECURITIZATION COMPANY LLC (“Falcon”), and JPMORGAN CHASE BANK, N.A. (as successor by merger to Bank One, NA (Main Office Chicago)) (“JPMorgan”), as a Financial Institution and as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “Purchase Agreement” referred to below.

AMENDMENT NO. 20 TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • April 23rd, 2010 • CMS Energy Corp • Electric & other services combined • New York

THIS AMENDMENT NO. 20 TO RECEIVABLES PURCHASE AGREEMENT (this “ Amendment”) dated as of April 20, 2010, is entered into among CONSUMERS RECEIVABLES FUNDING II, LLC (“ Seller”), CONSUMERS ENERGY COMPANY, in its capacity as Servicer (in such capacity, the “ Servicer”), FALCON ASSET SECURITIZATION COMPANY LLC (“ Falcon”), and JPMORGAN CHASE BANK, N.A. (as successor by merger to Bank One, NA (Main Office Chicago)) (“ JPMorgan”), as a Financial Institution and as Administrative Agent (in such capacity, the “ Administrative Agent”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “Purchase Agreement” referred to below.

AMENDMENT NO. 5 TO RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • April 23rd, 2010 • CMS Energy Corp • Electric & other services combined • New York

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.

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