<DOCUMENT>
<TYPE>EX-4.(E)
<SEQUENCE>8
<FILENAME>k76722exv4wxey.txt
<DESCRIPTION>$140 MILLION TERM LOAN AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 4(e)

================================================================================

                               TERM LOAN AGREEMENT

                           Dated as of March 26, 2003

                                     between

                            CONSUMERS ENERGY COMPANY
                                as the Borrower,

                                       and

                                BEAL BANK, S.S.B.
                        as the initial Bank and as Agent

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             Page
                                                                             ----
<S>                                                                          <C>
ARTICLE I.      DEFINITIONS ...............................................    1

    1.1.        Definitions ...............................................    1
    1.2.        Singular and Plural .......................................    7
    1.3.        Accounting Terms ..........................................    7

ARTICLE II.     THE TERM LOANS ............................................    7

    2.1.        The Term Loans ............................................    7
    2.2.        Making of Term Loans ......................................    8
    2.3.        Repayment of Term Loans ...................................    8
    2.4.        Optional Principal Payments ...............................    8
    2.5.        Establishment and Continuation of Eurodollar Rate Loans ...    8
    2.6.        Interest Rates, Interest Payment Dates ....................    9
    2.7.        Rate after Maturity .......................................    9
    2.8.        Method of Payment .........................................    9
    2.9.        Evidence of Obligation; Telephonic Notices ................   10
    2.10.       Lending Installations .....................................   10
    2.11.       Non-Receipt of Funds by the Agent .........................   10

ARTICLE III.    RESERVED ..................................................   11

ARTICLE IV.     CHANGE IN CIRCUMSTANCES ...................................   11

    4.1.        Yield Protection ..........................................   11
    4.2.        Replacement Bank ..........................................   12
    4.3.        Availability of Eurodollar Rate Loans .....................   12
    4.4.        Funding Indemnification ...................................   12
    4.5.        Taxes. ....................................................   12
    4.6.        Bank Certificates; Survival of Indemnity ..................   14

ARTICLE V.      REPRESENTATIONS AND WARRANTIES ............................   14

    5.1.        Incorporation and Good Standing ...........................   14
    5.2.        Corporate Power and Authority; No Conflicts ...............   14
    5.3.        Governmental Approvals ....................................   14
    5.4.        Legally Enforceable Agreements ............................   15
    5.5.        Financial Statements ......................................   15
    5.6.        Litigation ................................................   15
    5.7.        Margin Stock ..............................................   15
    5.8.        ERISA .....................................................   15
    5.9.        Insurance .................................................   15
    5.10.       Taxes .....................................................   15
    5.11.       Investment Company Act ....................................   15
    5.12.       Public Utility Holding Company Act ........................   16
    5.13.       Bonds .....................................................   16
</TABLE>

TABLE OF CONTENTS, Page i

<PAGE>

<TABLE>
<S>                                                                           <C>
ARTICLE VI.     AFFIRMATIVE COVENANTS .....................................   16

     6.1.       Payment of Taxes, etc .....................................   16
     6.2.       Maintenance of Insurance ..................................   16
     6.3.       Preservation of Corporate Existence, etc ..................   16
     6.4.       Compliance with Laws, etc .................................   16
     6.5.       Visitation Rights .........................................   16
     6.6.       Keeping of Books ..........................................   17
     6.7.       Reporting Requirements ....................................   17
     6.8.       Use of Proceeds ...........................................   18
     6.9.       Maintenance of Properties, etc ............................   18
     6.10.      Bonds .....................................................   18
     6.11.      Recordation of Supplemental Indenture .....................   18

ARTICLE VII.    NEGATIVE COVENANTS ........................................   19

     7.1.       Liens .....................................................   19
     7.2.       Sale of Assets ............................................   20
     7.3.       Mergers, etc ..............................................   20
     7.4.       Compliance with ERISA .....................................   20
     7.5.       Change in Nature of Business ..............................   20
     7.6.       Restricted Payments .......................................   20
     7.7.       Off-Balance Sheet Liabilities .............................   21

ARTICLE VIII.   RESERVED ..................................................   21

ARTICLE IX.     EVENTS OF DEFAULT .........................................   21

     9.1.       Events of Default .........................................   21
     9.2.       Remedies ..................................................   22

ARTICLE X.      WAIVERS, AMENDMENTS AND REMEDIES ..........................   23

     10.1.      Amendments ................................................   23
     10.2.      Preservation of Rights ....................................   23

ARTICLE XI.     CONDITIONS PRECEDENT ......................................   23

     11.1.      Delivery of Documents .....................................   23
     11.2.      No Default, etc ...........................................   24

ARTICLE XII.    GENERAL PROVISIONS ........................................   24

     12.1.      Successors and Assigns ....................................   24
     12.2.      Survival of Representations ...............................   26
     12.3.      Governmental Regulation ...................................   26
     12.4.      Taxes .....................................................   27
     12.5.      Choice of Law; Waiver of Jury Trial .......................   27
     12.6.      Headings ..................................................   27
     12.7.      Entire Agreement ..........................................   27
     12.8.      Expenses; Indemnification .................................   27
     12.9.      [Intentionally Omitted.] ..................................   27
     12.10.     Severability of Provisions ................................   27
     12.11.     Setoff ....................................................   27
</TABLE>

TABLE OF CONTENTS, Page ii

<PAGE>

<TABLE>
<S>                                                                           <C>
     12.12.     Ratable Payments ..........................................   28
     12.13.     Nonliability of Banks .....................................   28

ARTICLE XIII.   THE AGENT .................................................   28

     13.1.      Appointment ...............................................   28
     13.2.      Powers ....................................................   28
     13.3.      General Immunity ..........................................   28
     13.4.      No Responsibility for Loans, Recitals, etc ................   29
     13.5.      Action on Instructions of Banks ...........................   29
     13.6.      Employment of Agents and Counsel ..........................   29
     13.7.      Reliance on Documents; Counsel ............................   29
     13.8.      Agent's Reimbursement and Indemnification .................   29
     13.9.      Rights as a Lender ........................................   29
     13.10.     Bank Credit Decision ......................................   29
     13.11.     Successor Agent ...........................................   30

ARTICLE XIV.    NOTICES ...................................................   30

     14.1.      Giving Notice .............................................   30
     14.2.      Change of Address .........................................   30

ARTICLE XV.     COUNTERPARTS ..............................................   30

ARTICLE XVI.    MAXIMUM INTEREST RATE .....................................   31

     16.1.      Recapture .................................................   31
     16.2.      Savings Clause ............................................   31
</TABLE>

TABLE OF CONTENTS, Page iii

<PAGE>

<TABLE>
<CAPTION>
EXHIBITS
<S>           <C>
Exhibit A     Form of Supplemental Indenture
Exhibit B-1   Required Opinions from Michael D. VanHemert, Esq.
Exhibit B-2   Required Opinions from Miller, Canfield, Paddock and Stone, P.L.C.
Exhibit C     Form of Assignment and Assumption Agreement
Exhibit D     Form of Bond Delivery Agreement
</TABLE>

SCHEDULES

Commitment Schedule

INDEX OF SCHEDULES AND EXHIBITS, Page Solo

<PAGE>

                               TERM LOAN AGREEMENT

         This Term Loan Agreement (the "Agreement"), dated as of March 26, 2003,
is among Consumers Energy Company, a Michigan corporation (the "Company"), the
financial institutions listed on the signature pages hereof (together with their
respective successors and assigns, the "Banks") and Beal Bank, S.S.B., a savings
bank organized under the laws of the State of Texas, as Agent.

                                    RECITALS

         The Company has requested that the Banks make a $140,000,000 term loan
to the Company and the Banks have agreed to do so upon the terms set forth in
this Agreement. The Agent has agreed to act as agent on behalf of the Banks
under the terms of this Agreement.

         Accordingly, the parties hereto agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS

         1.1.     Definitions. As used in this Agreement:

         "Agent" means Beal Bank, S.S.B. in its capacity as administrative agent
for the Banks pursuant to Article XIII, and not in its individual capacity as a
Bank, and any successor Agent appointed pursuant to Article XIII.

         "Agreement" means this Term Loan Agreement, as amended from time to
time.

         "Applicable Margin" means, with respect to Eurodollar Rate Loans at any
time, 4.75% per annum, and with respect to Floating Rate Loans at any time,
2.00% per annum.

         "Approved Fund" means, with respect to any Bank that is a fund that
invests in commercial loans, any other fund that invests in commercial loans and
is managed or advised by the same investment advisor as such Bank or by an
affiliate of such investment advisor.

         "Article" means an article of this Agreement unless another document is
specifically referenced.

         "Assignment Agreement" - see Section 12.1(e).

         "Banks" - see the preamble.

         "Base Eurodollar Rate" means, with respect to any Interest Period
applicable to a Eurodollar Rate Loan, the per annum interest rate determined by
the offered rate per annum at which deposits in Dollars appears on Telerate page
3750 (or any successor page) as of 11:00 a.m. (London time), or in the event
such offered rate is not available from the Telerate page, the rate offered on
deposits in Dollars by Citibank's London Office to prime banks in the London
interbank market at 11:00 a.m. (London time), on the Eurodollar Interest Rate
Determination Date for such Interest Period and in an amount substantially equal
to the amount of the Eurodollar Rate Loan to be outstanding from Beal Bank,
S.S.B. for such Interest Period.

         "Base Rate" means, as of any date, the prime rate of interest most
recently announced or published by The Wall Street Journal from time to time, it
being understood that if The Wall Street

TERM LOAN AGREEMENT, Page 1

<PAGE>

Journal should at any time announce or publish more than one such prime rate of
interest, the highest such announced or published prime rate of interest shall
be used as the Base Rate hereunder.

         "Bond Delivery Agreement" means a bond delivery agreement substantially
in the form of Exhibit D whereby the Agent (x) acknowledges delivery of the
Bonds and (y) agrees to hold the Bonds for the benefit of the Banks and to
distribute all payments made by the Company on account thereof to the Banks.

         "Bonds" means the series of First Mortgage Bonds created under the
Supplemental Indenture issued in favor of, and in form and substance
satisfactory to, the Agent.

         "Building Lease" means the Master Lease and Lease Supplement, each
dated as of April 23, 2001, between Consumers Campus Holdings, LLC, a wholly
owned Subsidiary of the Company, as lessee, and Wilmington Trust Company, not in
its individual capacity but solely as owner Trustee of CEC Trust 2001-A, as
lessor, together with certain other related agreements, as the same may be
amended, restated or otherwise modified and any similar agreement entered into
replacement thereof.

         "Business Day" means (i) with respect to any borrowing, payment or rate
selection of Eurodollar Rate Loan, a day (other than a Saturday or Sunday) on
which banks generally are open in New York, New York and Dallas, Texas for the
conduct of substantially all of their commercial lending activities, interbank
wire transfers can be made on the Fedwire system and dealings in United States
dollars are carried on in the London interbank market and (ii) for all other
purposes, a day (other than a Saturday or Sunday) on which banks generally are
open in New York, New York and Dallas, Texas for the conduct of substantially
all of their commercial lending activities and interbank wire transfers can be
made on the Fedwire system.

         "Capital Lease" means any lease which has been or would be capitalized
on the books of the lessee in accordance with GAAP.

         "Citibank" means Citibank, N.A., a national banking association.

         "CMS" means CMS Energy Corporation, a Michigan corporation.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

         "Commitment Schedule" means the Schedule identifying each Bank's Term
Loan Commitment as of the date hereof attached hereto and identified as such.

         "Company" - see the preamble.

         "Consolidated Subsidiary" means any Subsidiary whose accounts are or
are required to be consolidated with the accounts of the Company in accordance
with GAAP.

         "Continuation Notice" - see Section 2.5(b).

         "Credit Agreement" means that certain 364 Day Credit Agreement, dated
as of July 12, 2002, by and among the Company, the banks from time to time
parties thereto, and Bank One, NA, as agent thereunder, as amended, restated,
supplemented or otherwise modified from time to time.

         "Debt" means, with respect to any Person, and without duplication, (a)
all indebtedness of such Person for borrowed money, (b) all indebtedness of such
Person for the deferred purchase price of property or services (other than trade
accounts payable arising in the ordinary course of business which are not
overdue), (c) all Unfunded Vested Liabilities of such Person (if such Person is
not the Company,

TERM LOAN AGREEMENT, Page 2

<PAGE>

determined in a manner analogous to that of determining Unfunded Vested
Liabilities of the Company), (d) all obligations of such Person arising under
acceptance facilities, (e) all obligations of such Person as lessee under
Capital Leases, (f) all obligations of such Person arising under any interest
rate swap, "cap", "collar" or other hedging agreements; provided, however, for
purposes of the calculation of Debt for this clause (f) only, the actual amount
of Debt of such Person shall be determined on a net basis to the extent such
agreements permit such amounts to be calculated on a net basis, and (g) all
guaranties, endorsements (other than for collection in the ordinary course of
business) and other contingent obligations of such Person to assure a creditor
against loss (whether by the purchase of goods or services, the provision of
funds for payment, the supply of funds to invest in any Person or otherwise) in
respect of indebtedness or obligations of any other Person of the kinds referred
to in clauses (a) through (f) above.

         "Default" means an event which but for the giving of notice or lapse of
time, or both, would constitute an Event of Default.

         "Designated Officer" means the Chief Financial Officer, the Treasurer,
an Assistant Treasurer, any Vice President in charge of financial or accounting
matters or the principal accounting officer of the Company.

         "Effective Date" means March 26, 2003.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

         "ERISA Affiliate" means any corporation or trade or business which is a
member of the same controlled group of corporations (within the meaning of
Section 414(b) of the Code) as the Company or is under common control (within
the meaning of Section 414(c) of the Code) with the Company.

         "Eurodollar Interest Rate Determination Date" means the second Business
Day prior to the first day of each Interest Period.

         "Eurodollar Rate" means, with respect to any Interest Period applicable
to a Eurodollar Rate Loan, an interest rate per annum equal to the sum of (i)
the quotient obtained by dividing (a) the greater of 1.35% or the Base
Eurodollar Rate applicable to that Interest Period by (b) one minus the Reserve
Requirement (expressed as a decimal) applicable to that Interest Period plus
(ii) the Applicable Margin.

         "Eurodollar Rate Loan" means a Term Loan which bears interest by
reference to the Eurodollar Rate.

         "Event of Default" means an event described in Article IX.

         "Excluded Taxes" means, in the case of each Bank or applicable Lending
Installation and the Agent, taxes imposed on its overall net income, and
franchise taxes imposed on it, by (i) the jurisdiction under the laws of which
such Bank or the Agent is incorporated or organized or (ii) the jurisdiction in
which the Agent's or such Bank's principal executive office or such Bank's
applicable Lending Installation is located.

         "Federal Funds Rate" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day (or,
if such day is not a Business Day in New York, New York, for the next preceding
Business Day) in New York, New York by the Federal Reserve Bank of New York, or
if such rate is not so published for any day which is a Business Day in New
York, New York, the average of the quotations for such day on such

TERM LOAN AGREEMENT, Page 3

<PAGE>

transactions received by the Agent from three federal funds brokers of
recognized standing selected by the Agent.

         "FERC Approval" See Section 5.2.

         "First Mortgage Bonds" means bonds issued by the Company pursuant to
the Indenture.

         "Fitch" means Fitch, Inc. or any successor thereto.

         "Floating Rate" means a rate per annum equal to (i) the Base Rate plus
(ii) the Applicable Margin, changing when and as the Base Rate changes.

         "Floating Rate Loan" means a Term Loan which bears interest at the
Floating Rate.

         "FRB" means the Board of Governors of the Federal Reserve System or any
successor thereto.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect on the date hereof, applied on a basis consistent
with those used in the preparation of the financial statements referred to in
Section 5.5 (except, for purposes of the financial statements required to be
delivered pursuant to Sections 6.7(b) and (c), for changes concurred in by the
Company's independent public accountants).

         "Indenture" means the Indenture, dated as of September 1, 1945 from
Consumers Power Company (predecessor to the Company) to City Bank Farmers Trust
Company, as trustee, as supplemented and amended from time to time. JPMorgan
Chase Bank is now the successor trustee under the Indenture.

         "Interest Period" means, with respect to a Eurodollar Rate Loan, a
period of one, two, three or six months, or such shorter or longer period agreed
to by the Company and the Banks, commencing on a Business Day selected by the
Company pursuant to this Agreement. Such Interest Period shall end on the day
which corresponds numerically to such date one, two, three or six months
thereafter (or such shorter or longer period agreed to by the Company and the
Banks), provided, however, that if there is no such numerically corresponding
day in such next, second, third or sixth succeeding month (or such shorter or
longer period, as applicable), such Interest Period shall end on the last
Business Day of such next, second, third or sixth succeeding month (or such
shorter or longer period, as applicable). If an Interest Period would otherwise
end on a day which is not a Business Day, such Interest Period shall end on the
next succeeding Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day. The Company may not select any Interest
Period that ends after the Maturity Date.

         "Lending Installation" means any office, branch, subsidiary or
affiliate of a Bank.

         "Lien" means any lien (statutory or otherwise), security interest,
mortgage, deed of trust, priority, pledge, charge, conditional sale, title
retention agreement, financing lease or other encumbrance or similar right of
others, or any agreement to give any of the foregoing.

         "Loan" means a Floating Rate Loan, a Eurodollar Rate Loan or any other
principal portion of the Term Loans.

         "Loan Documents" means this Agreement, the Indenture, the Supplemental
Indenture and the Bonds.

TERM LOAN AGREEMENT, Page 4

<PAGE>

         "Majority Banks" means, as of any date of determination, Banks whose
Pro Rata Shares, in the aggregate, are 51% or greater as of such date.

         "Maturity Date" means March 26, 2009.

         "Maximum Rate" means, at any time and with respect to any Bank, the
maximum rate of nonusurious interest under applicable law that such Bank may
charge the Company. The Maximum Rate shall be calculated in a manner that takes
into account any and all fees, payments, and other charges contracted for,
charged or received in connection with the Loan Documents that constitute
interest under applicable law. Each change in any interest rate provided for
herein based upon the Maximum Rate resulting from a change in the Maximum Rate
shall take effect without notice to the Company at the time of such change in
the Maximum Rate.

         "Moody's" means Moody's Investors Service, Inc. or any successor
thereto.

         "Multiemployer Plan" means a "multiemployer plan" as defined in Section
4001(a)(3) of ERISA.

         "Net Proceeds" means, with respect to any sale or issuance of
securities or incurrence of Debt by any Person, the excess of (i) the gross cash
proceeds received by or on behalf of such Person in respect of such sale,
issuance or incurrence (as the case may be) over (ii) customary underwriting
commissions, auditing and legal fees, printing costs, rating agency fees and
other customary and reasonable fees and expenses incurred by such Person in
connection therewith.

         "Net Worth" means, with respect to any Person, the excess of such
Person's total assets over its total liabilities, total assets and total
liabilities each to be determined in accordance with GAAP consistently applied,
excluding, however, from the determination of total assets (i) goodwill,
organizational expenses, research and development expenses, trademarks, trade
names, copyrights, patents, patent applications, licenses and rights in any
thereof, and other similar intangibles, (ii) cash held in a sinking or other
analogous fund established for the purpose of redemption, retirement or
prepayment of capital stock or Debt, and (iii) any items not included in clauses
(i) or (ii) above, that are treated as intangibles in conformity with GAAP.

         "Non-U.S. Bank" - see Section 4.5(d).

         "Obligations" means all unpaid principal of and accrued and unpaid
interest on the Term Loans and all other obligations of the Company to the Banks
or to any Bank or the Agent arising under the Loan Documents.

         "Off-Balance Sheet Liability" of a Person means (i) any repurchase
obligation or liability of such Person with respect to accounts or notes
receivable sold by such Person, (ii) any liability under any sale and leaseback
transaction which is not a Capital Lease, (iii) any liability under any
so-called "synthetic lease" transaction entered into by such Person, or (iv) any
obligation arising with respect to any other transaction which is the functional
equivalent of or takes the place of borrowing but which does not constitute a
liability on the balance sheets of such Person, but excluding from this clause
(iv) Operating Leases.

         "Operating Lease" of a Person means any lease of Property (other than a
Capital Lease) by such Person as lessee.

         "Other Taxes" - see Section 4.5(b).

TERM LOAN AGREEMENT, Page 5

<PAGE>

         "Payment Date" means the last Business Day of each June, September,
December and March occurring after the Effective Date.

         "PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

         "Person" means an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority or other entity of whatever
nature.

         "Plan" means any employee benefit plan (other than a Multiemployer
Plan) maintained for employees of the Company or any ERISA Affiliate and covered
by Title IV of ERISA.

         "Prepayment Fee" see Section 2.4.

         "Property" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

         "Pro Rata Share" means, with respect to any Bank, at any time, the
percentage obtained by dividing (i) the outstanding principal balance of such
Bank's Term Loan at such time by (ii) the outstanding principal balance of all
Term Loans.

         "Receivables Sale Agreement" means the Amended and Restated Receivables
Sale Agreement among the Company, Asset Securitization Cooperative Corporation
and Canadian Imperial Bank of Commerce, dated as of April 1, 2002, as the same
may be amended, restated or otherwise modified and any similar agreement entered
into replacement thereof.

         "Regulation D" means Regulation D of the FRB from time to time in
effect and shall include any successor or other regulation or official
interpretation of said FRB relating to reserve requirements applicable to member
banks of the Federal Reserve System.

         "Regulation U" means Regulation U of the FRB from time to time in
effect and shall include any successor or other regulation or official
interpretation of said FRB relating to the extension of credit by banks,
non-banks and non-broker-dealers for the purpose of purchasing or carrying
margin stocks.

         "Reportable Event" has the meaning assigned to that term in Title IV of
ERISA.

         "Reserve Requirement" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on Eurocurrency
liabilities or which is imposed by any other law or regulation applicable to a
Bank.

         "S&P" means Standard and Poor's Rating Services, a division of The
McGraw Hill Companies, Inc. or any successor thereto.

         "SEC" means the Securities and Exchange Commission or any governmental
authority which may be substituted therefor.

         "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

         "Securitized Bonds" shall mean any nonrecourse bonds or similar
asset-backed securities issued by a special-purpose Subsidiary of the Company
which are payable solely from specialized charges

TERM LOAN AGREEMENT, Page 6

<PAGE>

authorized by the utility commission of the relevant state in connection with
the recovery of regulatory assets or other stranded costs.

         "Senior Debt" means the First Mortgage Bonds.

         "Single Employer Plan" means a Plan maintained by the Company or any
ERISA Affiliate for employees of the Company or any ERISA Affiliate.

         "Subsidiary" means, as to any Person, any corporation or other entity
of which at least a majority of the securities or other ownership interests
having ordinary voting power (absolutely or contingently) for the election of
directors or other Persons performing similar functions are at the time owned
directly or indirectly by such Person.

         "Supplemental Indenture" means a supplemental indenture substantially
in the form of Exhibit A.

         "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

         "Termination Event" means (a) a Reportable Event described in Section
4043 of ERISA and the regulations issued thereunder (other than a Reportable
Event not subject to the provision for 30-day notice to the PBGC under such
regulations), or (b) the withdrawal of the Company or any of its ERISA
Affiliates from a Plan during a plan year in which it was a "substantial
employer" as defined in Section 4001(a)(2) of ERISA, or (c) the filing of a
notice of intent to terminate a Plan or the treatment of a Plan amendment as a
termination under Section 4041 of ERISA, or (d) the institution of proceedings
to terminate a Plan by the PBGC or to appoint a trustee to administer any Plan.

         "Term Loan Commitment" means, for each Bank, the obligation of such
Bank to make a term loan to the Company on the Effective Date in an amount not
exceeding the amount set forth on the Commitment Schedule as its Term Loan
Commitment.

         "Term Loans" - see Section 2.1.

         "Unfunded Vested Liabilities" means, (i) in the case of Single Employer
Plans, the amount (if any) by which the present value of all vested
nonforfeitable benefits under such Plan exceeds the fair market value of all
Plan assets allocable to such benefits, all determined as of the then most
recent valuation date for such Plan, and (ii) in the case of Multiemployer
Plans, the withdrawal liability of the Company and its ERISA Affiliates.

         1.2.     Singular and Plural. The foregoing definitions shall be
equally applicable to both the singular and plural forms of the defined terms.

         1.3.     Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with GAAP.

                                   ARTICLE II.

                                 THE TERM LOANS

         2.1.     The Term Loans. Each Bank severally agrees, on the terms and
conditions set forth in this Agreement, to make a term loan to the Company on
the Effective Date in an amount equal to such Bank's Term Loan Commitment (each
individually, a "Term Loan" and collectively the "Term Loans").

TERM LOAN AGREEMENT, Page 7

<PAGE>

         2.2.     Making of Term Loans. Not later than 1:00 p.m. (Dallas, Texas
time) on the Effective Date, each Bank shall make available its applicable Term
Loan in funds immediately available in Dallas, Texas to the Agent at its address
specified pursuant to Section 14. No Bank's obligation to make any Term Loan
shall be affected by any other Bank's failure to make any Term Loan.

         2.3.     Repayment of Term Loans. The Term Loans shall be paid in full
on the Maturity Date.

         2.4.     Optional Principal Payments. The Company may, upon at least
three (3) Business Days' prior written notice to the Agent (which the Agent
shall promptly transmit to each Bank), at any time and from time to time, prepay
the Term Loans, in whole or in part, provided that: (a) in connection with any
prepayment made prior to March 26, 2008 the Company also agrees to pay to the
Agent for the benefit of the Banks the Prepayment Fee and (b) in connection with
any prepayment of a Eurodollar Rate Loans prior to the expiration date of the
then applicable Interest Period therefor, the Company agrees to pay to the Agent
for the benefit of the Banks the amounts required by Section 4.4. Any notice of
prepayment given to the Agent under this Section 2.4 shall specify the date
(which shall be a Business Day) of prepayment and the aggregate principal amount
of the prepayment. When notice of prepayment is delivered as provided herein,
the principal amount of the Term Loans specified in the notice shall become due
and payable on the prepayment date specified in such notice. Unless the
aggregate outstanding principal balance of the Term Loans is to be prepaid in
full, voluntary prepayments of the Term Loans shall be in an aggregate minimum
amount of $10,000,000 and integral multiples of $1,000,000 in excess of that
amount. Each voluntary prepayment of the Term Loans shall be allocated first to
Term Loans which are Floating Rate Loans until paid in full, then to Term Loans
which are Eurodollar Rate Loans and then to any other portion of the Term Loans
outstanding. Amounts prepaid hereunder may not be reborrowed. Upon any
prepayment of the Term Loans pursuant to the terms of this Section 2.4, the
Agent shall, upon request of the Company, promptly surrender to or upon the
order of the Company one or more Bonds specified by the Company; provided that
the Company remains in compliance with Section 6.10. The term "Prepayment Fee"
means, with respect to any prepayment, a fee equal to the lesser of (i) the
maximum prepayment fee the Banks may collect without violating applicable law or
(ii) the following percentage of the amount of principal being prepaid during
the period in question:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                               Period                                 Percentage
--------------------------------------------------------------------------------
<S>                                                                   <C>
Effective Date through the first anniversary of the Effective Date       3.00%
--------------------------------------------------------------------------------
From the first anniversary of the Effective Date through the second      2.00%
anniversary of the Effective Date
--------------------------------------------------------------------------------
From the second anniversary of the Effective Date through the fifth      1.00%
anniversary of the Effective Date
--------------------------------------------------------------------------------
</TABLE>

In the event the maturity of the Term Loans is accelerated prior to March 26,
2008, the Company also agrees to pay to the Agent for the benefit of the Banks
the Prepayment Fee on any amount of the Terms Loans subsequently repaid prior to
March 26, 2008.

         2.5.     Establishment and Continuation of Eurodollar Rate Loans. (a)
The Company shall have the option to: (A) establish the initial Interest Periods
and amount of each Eurodollar Rate Loan to be created on the Effective Date; and
(B) to continue all or any part of outstanding Eurodollar Rate Loans having
Interest Periods which expire on the same date as Eurodollar Rate Loans, and the
succeeding Interest Period of such continued Eurodollar Rate Loans shall
commence on such expiration date; provided, however, no such outstanding
Eurodollar Rate Loan may be continued as a Eurodollar Rate Loan (i) if the
continuation of such Eurodollar Rate Loan would violate any of the provisions of
this Agreement or (ii) if a Default or Event of Default would occur or has
occurred and is continuing. Any continuation of Eurodollar Rate Loans under this
Section 2.5 shall be in a minimum amount of $10,000,000 and in integral
multiples of $1,000,000 in excess of that amount.

TERM LOAN AGREEMENT, Page 8

<PAGE>

                  (b)      To establish Eurodollar Rate Loans on the Effective
Date, the Company shall deliver an irrevocable notice to the Agent no later than
11:00 a.m. (Dallas, Texas time) on the Effective Date. To continue a Eurodollar
Rate Loan under Section 2.5(a), the Company shall deliver an irrevocable notice
(a "Continuation Notice") to the Agent no later than 11:00 a.m. (Dallas, Texas
time) at least three (3) Business Days in advance of the proposed continuation
date. The notice of establishment of the initial Eurodollar Rate Loans and each
Continuation Notice shall specify: (A) the proposed establishment or
continuation date (which shall be a Business Day), (B) the principal amount of
the Term Loan to be continued or established, and (C) the requested Interest
Period. Promptly after receipt of a notice under this Section 2.5(b) (or
telephonic notice in lieu thereof), the Agent shall notify each Bank by telex or
telecopy, or other similar form of transmission, of the proposed continuation.
Any notice under this Section 2.5(b) (or telephonic notice in lieu thereof)
shall be irrevocable, and the Company shall be bound to continue in accordance
therewith.

         2.6.     Interest Rates, Interest Payment Dates. Each Term Loan shall
bear interest at a rate per annum equal to the applicable Eurodollar Rate for
each applicable Interest Period therein; provided that:

                  (a)      if the Company fails to establish Eurodollar Rate
Loans hereunder or fails to continue a Eurodollar Rate Loan at the end of the
Interest Period therefor as provided in Section 2.5, the principal amount of the
Term Loan relating thereto shall bear interest at a per annum rate equal to the
greater of 6.75% or the Floating Rate;

                  (b)      if the Base Eurodollar Rate can not be determined for
any Eurodollar Rate Loan and any Interest Period with respect thereto, any other
event described in Section 4.3 occurs with respect to a Eurodollar Rate Loan or
if any Interest Period applicable to any Eurodollar Rate Loan would be shorter
than 30 days, the principal amount of the Term Loan relating to such Eurodollar
Rate Loan shall bear interest at a per annum rate equal to the greater of 6.10%
or the Floating Rate; and

                  (c)      if an Event of Default exists, the Term Loans shall
bear interest at a rate per annum equal to 2.00% plus the rate otherwise
applicable thereto determined in accordance with this Section 2.6.

Changes in the rate of interest on that portion of any Term Loan maintained as a
Floating Rate Loan will take effect simultaneously with each change in the
Floating Rate. Interest accrued on each Loan shall be payable on each Payment
Date and at maturity. Interest on all Term Loans shall be calculated for actual
days elapsed on the basis of a 365 or 366 (as the case may be) day year. In
computing interest on any Term Loan, the date of the making of the Term Loan or
the first day of an Interest Period, as the case may be, shall be included and
the date of payment or the expiration date an Interest Period, as the case may
be, shall be excluded; provided, however, if a Term Loan is repaid on the same
day on which it is made, one (1) day's interest shall be paid on such Term Loan.
If any payment of principal of or interest on a Loan shall become due on a day
which is not a Business Day, such payment shall be made on the next succeeding
Business Day and, in the case of a principal payment, such extension of time
shall be included in computing interest in connection with such payment.

         2.7.     Rate after Maturity. All Obligations (other than principal)
which shall accrue interest as provided in Section 2.6) that are not paid when
due (including, without limitation, overdue interest) shall bear interest until
paid in full at a rate per annum equal to the Floating Rate plus 2%.

         2.8.     Method of Payment. All payments of principal, interest and
fees hereunder shall be made in immediately available funds to the Agent at its
address specified on its signature page to this Agreement (or at any other
Lending Installation of the Agent specified in writing by the Agent to the
Company) not later than 1:00 p.m. (Dallas, Texas time) on the date when due and
shall be applied ratably by the Agent among the Banks. Funds received after such
time shall be deemed received on the

TERM LOAN AGREEMENT, Page 9

<PAGE>

following Business Day unless the Agent shall have received from, or on behalf
of, the Company a Federal Reserve reference number with respect to such payment
before 1:00 p.m. (Dallas, Texas time) on the date of such payment. Each payment
delivered to the Agent for the account of any Bank shall be delivered promptly
by the Agent in the same type of funds received by the Agent to such Bank at the
address specified for such Bank on its signature page to this Agreement or at
any Lending Installation specified in a notice received by the Agent from such
Bank. The Agent is hereby authorized to charge the account of the Company
maintained with Beal Bank, S.S.B., if any, for each payment of principal,
interest and fees as such payment becomes due hereunder.

         2.9.     Evidence of Obligation; Telephonic Notices.

                  (a)      The obligation of the Company to repay the
Obligations shall be evidenced by one or more Bonds.

                  (b)      Each Bank shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Company to
such Bank resulting from each Term Loan made by such Bank from time to time,
including the amounts of principal and interest payable and paid to such Bank
from time to time hereunder.

                  (c)      The Agent shall also maintain accounts in which it
will record (i) the amount of each Term Loan made hereunder, the interest rate
applicable thereto and any Interest Period applicable thereto, (ii) the amount
of any principal or interest due and payable or to become due and payable from
the Company to each Bank hereunder, and (iii) the amount of any sum received by
the Agent hereunder from the Company and each Bank's share thereof.

                  (d)      The entries maintained in the accounts maintained
pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the
existence and amounts of the Obligations therein recorded; provided, however,
that the failure of the Agent or any Bank to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Company to repay
the Obligations in accordance with their terms.

                  (e)      The Company hereby authorizes the Banks and the Agent
to make or continue Term Loans based on telephonic notices made by any person or
persons the Agent or any Bank in good faith believes to be acting on behalf of
the Company. The Company agrees to deliver promptly to the Agent a written
confirmation of each telephonic notice signed by a Designated Officer. If the
written confirmation differs in any material respect from the action taken by
the Agent and the Banks, the records of the Agent and the Banks shall govern
absent manifest error.

         2.10.    Lending Installations. Subject to the provisions of Section
4.6, each Bank may book its Term Loans at any Lending Installation selected by
such Bank and may change its Lending Installation from time to time. All terms
of this Agreement shall apply to any such Lending Installation and the Term
Loans shall be deemed held by the applicable Bank for the benefit of such
Lending Installation. Each Bank may, by written or facsimile notice to the
Company, designate a Lending Installation through which Term Loans will be made
by it and for whose account payments on the Term Loans are to be made.

         2.11.    Non-Receipt of Funds by the Agent. Unless a Bank or the
Company, as the case may be, notifies the Agent prior to the date on which it is
scheduled to make payment to the Agent of (i) in the case of a Bank, the
proceeds of a Term Loan or (ii) in the case of the Company, a payment of
principal, interest or fees to the Agent for the account of the Banks, that it
does not intend to make such payment, the Agent may assume that such payment has
been made. The Agent may, but shall not be obligated to, make the amount of such
payment available to the intended recipient in reliance upon such assumption If
such Bank or the Company, as the case may be, has not in fact made such payment
to the Agent, the

TERM LOAN AGREEMENT, Page 10

<PAGE>

recipient of such payment shall, on demand by the Agent, repay to the Agent the
amount so made available together with interest thereon in respect of each day
during the period commencing on the date such amount was so made available by
the Agent until the date the Agent recovers such amount at a rate per annum
equal to (i) in the case of payment by a Bank, the Federal Funds Rate for such
day or (ii) in the case of payment by the Company, the interest rate applicable
to the relevant Term Loan.

                                  ARTICLE III.

                                    RESERVED

                                   ARTICLE IV.

                             CHANGE IN CIRCUMSTANCES

         4.1.     Yield Protection. (a) If any change in law or any governmental
rule, regulation, policy, guideline or directive (whether or not having the
force of law), or any interpretation thereof by any agency or authority having
jurisdiction over any Bank,

                  (i)      subjects any Bank or any applicable Lending
Installation to any increased tax, duty, charge or withholding on or from
payments due from the Company (excluding taxation measured by or attributable to
the overall net income of such Bank or applicable Lending Installation, whether
overall or in any geographic area), or changes the rate of taxation of payments
to any Bank in respect of its Term Loans or other amounts due it hereunder, or

                  (ii)     imposes or increases or deems applicable any reserve,
assessment, insurance charge, special deposit or similar requirement against
assets of, deposits with or for the account of, or credit extended by any Bank
or any applicable Lending Installation (including, without limitation, any
reserve costs under Regulation D with respect to Eurocurrency liabilities (as
defined in Regulation D)), or

                  (iii)    imposes any other condition the result of which is to
increase the cost to any Bank or any applicable Lending Installation of making,
funding or maintaining Term Loans, or reduces any amount receivable by any Bank
or any applicable Lending Installation in connection with Term Loans or requires
any Bank or any applicable Lending Installation to make any payment calculated
by reference to its Term Loans or interest received by it, by an amount deemed
material by such Bank, or

                  (iv)     affects the amount of capital required or expected to
be maintained by any Bank or Lending Installation or any corporation controlling
any Bank and such Bank determines the amount of capital required is increased by
or based upon the existence of this Agreement or its obligation to make Term
Loans hereunder or of commitments of this type,

then, upon presentation by such Bank to the Company of a certificate (as
referred to in the immediately succeeding sentence of this Section 4.1) setting
forth the basis for such determination and the additional amounts reasonably
determined by such Bank for the period of up to 90 days prior to the date on
which such certificate is delivered to the Company and the Agent, to be
sufficient to compensate such Bank in light of such circumstances, the Company
shall within 30 days of such delivery of such certificate pay to the Agent for
the account of such Bank the specified amounts set forth on such certificate.
The affected Bank shall deliver to the Company and the Agent a certificate
setting forth the basis of the claim and specifying in reasonable detail the
calculation of such increased expense, which certificate shall be prima facie
evidence as to such increase and such amounts. An affected Bank may deliver more
than one

TERM LOAN AGREEMENT, Page 11

<PAGE>

certificate to the Company during the term of this Agreement. In making the
determinations contemplated by the above-referenced certificate, any Bank may
make such reasonable estimates, assumptions, allocations and the like that such
Bank in good faith determines to be appropriate, and such Bank's selection
thereof in accordance with this Section 4.1 shall be conclusive and binding on
the Company, absent manifest error.

                  (b)      No Bank shall be entitled to demand compensation or
be compensated hereunder to the extent that such compensation relates to any
period of time more than 90 days prior to the date upon which such Bank first
notified the Company of the occurrence of the event entitling such Bank to such
compensation (unless, and to the extent, that any such compensation so demanded
shall relate to the retroactive application of any event so notified to the
Company).

         4.2.     Replacement Bank. If any Bank shall make a demand for payment
under Section 4.1, then within 30 days after such demand, the Company may, with
the approval of the Agent (which approval shall not be unreasonably withheld)
and provided that no Default or Event of Default shall then have occurred and be
continuing, demand that such Bank assign to one or more financial institutions
designated by the Company and approved by the Agent all (but not less than all)
of such Bank's outstanding Term Loans within the period ending on the later of
such 30th day and the last day of the longest of the then current Interest
Periods or maturity dates for such outstanding Term Loans. It is understood that
such assignment shall be consummated on terms satisfactory to the Company, the
Agent and the assigning Bank, provided that such assigning Bank's consent to
such an assignment shall not be unreasonably withheld.

         4.3.     Availability of Eurodollar Rate Loans. If:

                  (i)      any Bank determines that maintenance of a Eurodollar
Rate Loan at a suitable Lending Installation would violate any applicable law,
rule, regulation or directive, whether or not having the force of law, or

                  (ii)     the Majority Banks determine that (A) deposits of a
type and maturity appropriate to match fund Eurodollar Rate Loans are not
available or (B) the Base Eurodollar Rate does not accurately reflect the cost
of making or maintaining a Eurodollar Rate Loan,

then the Agent shall suspend the availability of Eurodollar Rate Loans and the
Term Loans or applicable portions thereof shall bear interest as provided in
Section 2.6.

         4.4.     Funding Indemnification. If any payment of a Eurodollar Rate
Loan occurs on a date which is not the last day of an applicable Interest
Period, whether because of prepayment or otherwise, or a Eurodollar Rate Loan is
not made on the date specified by the Company for any reason other than default
by the Banks, the Company will indemnify each Bank for any loss or cost (but not
lost profits) incurred by it resulting therefrom, including, without limitation,
any loss or cost in liquidating or employing deposits acquired to fund or
maintain such Eurodollar Rate Loan; provided that the Company shall not be
liable for any of the foregoing to the extent they arise because of acceleration
by any Bank.

         4.5.     Taxes.

                  (a)      All payments by the Company to or for the account of
any Bank or the Agent hereunder or under any Bond shall be made free and clear
of and without deduction for any and all Taxes. If the Company shall be required
by law to deduct any Taxes from or in respect of any sum payable hereunder to
any Bank or the Agent, (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section 4.5) such Bank or the Agent (as the
case may be) receives an amount equal to the sum it would

TERM LOAN AGREEMENT, Page 12

<PAGE>

have received had no such deductions been made, (ii) the Company shall make such
deductions, (iii) the Company shall pay the full amount deducted to the relevant
authority in accordance with applicable law and (iv) the Company shall furnish
to the Agent the original copy of a receipt evidencing payment thereof within 30
days after such payment is made.

                  (b)      In addition, the Company hereby agrees to pay any
present or future stamp or documentary taxes and any other excise or property
taxes, charges or similar levies which arise from any payment made hereunder or
under any Bond or from the execution or delivery of, or otherwise with respect
to, this Agreement or any Bond ("Other Taxes").

                  (c)      The Company hereby agrees to indemnify the Agent and
each Bank for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed on amounts payable under this
Section 4.5) paid by the Agent or such Bank and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto.
Payments due under this indemnification shall be made within 30 days of the date
the Agent or such Bank makes demand therefor pursuant to Section 4.6.

                  (d)      Each Bank that is not incorporated under the laws of
the United States of America or a state thereof (each a "Non-U.S. Bank") agrees
that it will, not more than ten Business Days after the date hereof, or, if
later, not more than ten Business Days after becoming a Bank hereunder, (i)
deliver to each of the Company and the Agent two (2) duly completed copies of
United States Internal Revenue Service Form W8BEN or W8ECI, certifying in either
case that such Bank is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes, and (ii)
deliver to each of the Company and the Agent a United States Internal Revenue
Form W-8 or W-9, as the case may be, and certify that it is entitled to an
exemption from United States backup withholding tax. Each Non-U.S. Bank further
undertakes to deliver to each of the Company and the Agent (x) renewals or
additional copies of such form (or any successor form) on or before the date
that such form expires or becomes obsolete, and (y) after the occurrence of any
event requiring a change in the most recent forms so delivered by it, such
additional forms or amendments thereto as may be reasonably requested by the
Company or the Agent. All forms or amendments described in the preceding
sentence shall certify that such Bank is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income
taxes, unless an event (including without limitation any change in treaty, law
or regulation) has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which would
prevent such Bank from duly completing and delivering any such form or amendment
with respect to it and such Bank advises the Company and the Agent that it is
not capable of receiving payments without any deduction or withholding of United
States federal income tax.

                  (e)      For any period during which a Non-U.S. Bank has
failed to provide the Company with an appropriate form pursuant to clause (d),
above (unless such failure is due to a change in treaty, law or regulation, or
any change in the interpretation or administration thereof by any governmental
authority, occurring subsequent to the date on which a form originally was
required to be provided), such Non-U.S. Bank shall not be entitled to
indemnification under this Section 4.5 with respect to Taxes imposed by the
United States; provided that, should a Non-U.S. Bank which is otherwise exempt
from or subject to a reduced rate of withholding tax become subject to Taxes
because of its failure to deliver a form required under clause (d) above, the
Company shall take such steps as such Non-U.S. Bank shall reasonably request to
assist such Non-U.S. Bank to recover such Taxes.

                  (f)      Any Bank that is entitled to an exemption from or
reduction of withholding tax with respect to payments under this Agreement or
any Bond pursuant to the law of any relevant jurisdiction or any treaty shall
deliver to the Company (with a copy to the Agent), at the time or times

TERM LOAN AGREEMENT, Page 13

<PAGE>

prescribed by applicable law, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without
withholding or at a reduced rate.

                  (g)      If the U.S. Internal Revenue Service or any other
governmental authority of the United States or any other country or any
political subdivision thereof asserts a claim that the Agent did not properly
withhold tax from amounts paid to or for the account of any Bank (because the
appropriate form was not delivered or properly completed, because such Bank
failed to notify the Agent of a change in circumstances which rendered its
exemption from withholding ineffective, or for any other reason), such Bank
shall indemnify the Agent fully for all amounts paid, directly or indirectly, by
the Agent as tax, withholding therefor, or otherwise, including penalties and
interest, and including taxes imposed by any jurisdiction on amounts payable to
the Agent under this subsection, together with all costs and expenses related
thereto (including attorneys fees and time charges of attorneys for the Agent,
which attorneys may be employees of the Agent). The obligations of the Banks
under this Section 4.5(g) shall survive the payment of the Obligations and
termination of this Agreement.

         4.6.     Bank Certificates; Survival of Indemnity. To the extent
reasonably possible, each Bank shall designate an alternate Lending Installation
with respect to Eurodollar Rate Loans to reduce any liability of the Company to
such Bank under Section 4.1 or to avoid the unavailability of Eurodollar Rate
Loan under Section 4.3, so long as such designation is not disadvantageous to
such Bank. A certificate of such Bank as to the amount due under Section 4.1,
4.4 or 4.5 shall be final, conclusive and binding on the Company in the absence
of manifest error. Determination of amounts payable under such Sections in
connection with a Eurodollar Rate Loan shall be calculated as though each Bank
funded each Eurodollar Rate Loan through the purchase of a deposit of the type
and maturity corresponding to the deposit used as a reference in determining the
Base Eurodollar Rate applicable to such Eurodollar Rate Loan whether in fact
that is the case or not. Unless otherwise provided herein, the amount specified
in any certificate shall be payable on demand after receipt by the Company of
such certificate. The obligations of the Company under Sections 4.1, 4.4 and 4.5
shall survive payment of the Obligations and termination of this Agreement,
provided, that no Bank shall be entitled to compensation to the extent that such
compensation relates to any period of time more than 90 days after the
termination of this Agreement.

                                   ARTICLE V.

                         REPRESENTATIONS AND WARRANTIES

         The Company hereby represents and warrants that:

         5.1.     Incorporation and Good Standing. The Company is duly
incorporated, validly existing and in good standing under the laws of the State
of Michigan.

         5.2.     Corporate Power and Authority; No Conflicts. The execution,
delivery and performance by the Company of the Loan Documents are within the
Company's corporate powers, have been duly authorized by all necessary corporate
action and do not (i) violate the Company's charter, bylaws, the authorization
to issue, sell or guarantee secured and/or unsecured long-term debt granted to
the Company by the Federal Energy Regulatory Commission (the "FERC Approval"),
or any applicable law or regulation, or (ii) breach or result in an event of
default under any indenture or material agreement, and do not result in or
require the creation of any Lien upon or with respect to any of its properties
(except the lien of the Indenture securing the Bonds).

         5.3.     Governmental Approvals. No authorization or approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body is required for the due execution, delivery and performance by
the Company of any Loan Document, except for the FERC Approval. The FERC

TERM LOAN AGREEMENT, Page 14

<PAGE>

Approval has been obtained and is in full force and effect. The Debt incurred
hereunder is permitted to be incurred under the FERC Approval. The Company has
complied with all requirements of the FERC Approval in connection with its
execution, delivery and performance of the Loan Documents.

         5.4.     Legally Enforceable Agreements. Each Loan Document constitutes
a legal, valid and binding obligation of the Company, enforceable in accordance
with its terms, subject to (a) the effect of applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and (b) the application of general principles of
equity (regardless of whether considered in a proceeding in equity or at law).

         5.5.     Financial Statements. The audited balance sheet of the Company
and its Consolidated Subsidiaries as at December 31, 2001, and the related
statements of income and cash flows of the Company and its Consolidated
Subsidiaries for the fiscal year then ended, as set forth in the Company's
Annual Report on Form 10-K/A (copies of which have been furnished to each Bank),
and the unaudited restated balance sheets of the Company and its Consolidated
Subsidiaries as at September 30, 2002, and the related restated statements of
income and cash flows of the Company and its Consolidated Subsidiaries for the
nine-month period then ended (copies of which have been furnished to each Bank),
fairly present the financial condition of the Company and its Consolidated
Subsidiaries as at such dates and the results of operations of the Company and
its Consolidated Subsidiaries for the periods ended on such dates, all in
accordance with GAAP.

         5.6.     Litigation. Except (i) to the extent described in the
Company's Annual Report on Form 10-K/A for the year ended December 31, 2001 and
the Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2002, in
each case as filed with the SEC, copies of which have been furnished to each
Bank, and (ii) such other similar actions, suits and proceedings predicated on
the occurrence of the same events giving rise to any actions, suits and
proceedings described in the Reports filed with the SEC set forth in clause (i)
hereof, there is no pending or threatened action or proceeding against the
Company or any of its Consolidated Subsidiaries before any court, governmental
agency or arbitrator, which, if adversely determined, might reasonably be
expected to materially adversely affect the financial condition, results of
operations, business, Property or prospects of the Company and its Consolidated
Subsidiaries, taken as a whole, or that would materially adversely affect the
Company's ability to perform its obligations under any Loan Document. As of the
Effective Date, there is no litigation challenging the validity or the
enforceability of any of the Loan Documents.

         5.7.     Margin Stock. The Company is not engaged in the business of
extending credit for the purpose of buying or carrying margin stock (within the
meaning of Regulation U), and no proceeds of any Term Loan will be used to buy
or carry any margin stock or to extend credit to others for the purpose of
buying or carrying any margin stock.

         5.8.     ERISA. No Termination Event has occurred or is reasonably
expected to occur with respect to any Plan. Neither the Company nor any of its
ERISA Affiliates is an employer under a Multiemployer Plan.

         5.9.     Insurance. All insurance required by Section 6.2 is in full
force and effect.

         5.10.    Taxes. The Company and its Subsidiaries have filed all tax
returns (Federal, state and local) required to be filed and paid all taxes shown
thereon to be due, including interest and penalties, or, to the extent the
Company or any of its Subsidiaries is contesting in good faith an assertion of
liability based on such returns, has provided adequate reserves for payment
thereof in accordance with GAAP.

         5.11.    Investment Company Act. The Company is not an investment
company (within the meaning of the Investment Company Act of 1940, as amended).

TERM LOAN AGREEMENT, Page 15

<PAGE>

         5.12.    Public Utility Holding Company Act. The Company is exempt from
the registration requirements of the Public Utility Holding Company Act of 1935,
as amended, 15 USC 79, et seq.

         5.13.    Bonds. The issuance to the Agent of Bonds as evidence of the
Obligations: (i) will not violate any provision of the Indenture or any other
agreement or instrument, or any law or regulation, or judicial or regulatory
order, judgment or decree, to which the Company or any of its Subsidiaries is a
party or by which any of the foregoing is bound and (ii) will provide the Banks,
as beneficial holders of the Bonds through the Agent, the benefit of the Lien of
the Indenture equally and ratably with the holders of other First Mortgage
Bonds.

                                   ARTICLE VI.

                              AFFIRMATIVE COVENANTS

         So long as any Obligations shall remain unpaid, the Company shall:

         6.1.     Payment of Taxes, etc. Pay and discharge before the same shall
become delinquent, (a) all taxes, assessments and governmental charges or levies
imposed upon it or upon its property, and (b) all lawful claims which, if
unpaid, might by law become a Lien upon its property, provided that the Company
shall not be required to pay or discharge any such tax, assessment, charge or
claim (i) which is being contested by it in good faith and by proper procedures
or (ii) the non-payment of which will not materially adversely affect the
financial condition or results of operations of the Company and its Consolidated
Subsidiaries, taken as a whole.

         6.2.     Maintenance of Insurance. Maintain insurance in such amounts
and covering such risks with respect to its business and properties as is
usually carried by companies engaged in similar businesses and owning similar
properties, either with reputable insurance companies or, in whole or in part,
by establishing reserves or one or more insurance funds, either alone or with
other corporations or associations.

         6.3.     Preservation of Corporate Existence, etc. Preserve and
maintain its corporate existence, rights and franchises, and qualify and remain
qualified as a foreign corporation in each jurisdiction in which such
qualification is necessary in view of its business and operations or the
ownership of its properties, provided that the Company shall not be required to
preserve any such right or franchise or to remain so qualified unless the
failure to do so would have a material adverse effect on the financial condition
or results of operations of the Company and its Consolidated Subsidiaries, taken
as a whole, or the ability of the Company to enter into, or to perform its
obligations under, any Loan Document.

         6.4.     Compliance with Laws, etc. Comply with the requirements of all
applicable laws, rules, regulations and orders of any governmental authority,
the non-compliance with which would materially adversely affect the financial
condition or results of operations of the Company and its Consolidated
Subsidiaries, taken as a whole, or the ability of the Company to perform its
obligations under any Loan Document.

         6.5.     Visitation Rights. Subject to any necessary approval from the
Nuclear Regulatory Commission, at any reasonable time and from time to time,
permit the Agent, any of the Banks or any agents or representatives thereof to
examine and make copies of and abstracts from its records and books of account,
visit its properties and discuss its affairs, finances and accounts with any of
its officers,

TERM LOAN AGREEMENT, Page 16

<PAGE>

         6.6.     Keeping of Books. Keep, and cause each Consolidated Subsidiary
to keep, adequate records and books of account, in which full and correct
entries shall be made of all of its financial transactions and its assets and
business so as to permit the Company and its Consolidated Subsidiaries to
present financial statements in accordance with GAAP.

         6.7.     Reporting Requirements. Furnish to the Agent, with sufficient
copies for each of the Banks:

                  (a)      as soon as practicable and in any event within five
Business Days after becoming aware of the occurrence of any Default or Event of
Default, a statement of a Designated Officer as to the nature thereof, and as
soon as practicable and in any event within five Business Days thereafter, a
statement of a Designated Officer as to the action which the Company has taken,
is taking or proposes to take with respect thereto;

                  (b)      as soon as available and in any event within 60 days
after the end of each of the first three quarters of each fiscal year of the
Company, a consolidated balance sheet of the Company and its Consolidated
Subsidiaries as at the end of such quarter, and the related consolidated
statements of income, cash flows and common stockholder's equity of the Company
and its Consolidated Subsidiaries as at the end of and for the period commencing
at the end of the previous fiscal year and ending with the end of such quarter,
setting forth in each case in comparative form the corresponding figures for the
corresponding date or period of the preceding fiscal year, or statements
providing substantially similar information (which requirement shall be deemed
satisfied by the delivery of the Company's quarterly report on Form 10-Q for
such quarter), all in reasonable detail and duly certified (subject to the
absence of footnotes and to year-end audit adjustments) by a Designated Officer
as having been prepared in accordance with GAAP, together with a certificate of
a Designated Officer (which certificate shall also accompany the financial
statements delivered pursuant to clause (c) below) stating that such officer has
no knowledge (having made due inquiry with respect thereto) that a Default or
Event of Default has occurred and is continuing, or, if a Default or Event of
Default has occurred and is continuing, a statement as to the nature thereof and
the actions which the Company has taken, is taking or proposes to take with
respect thereto;

                  (c)      as soon as available and in any event within 120 days
after the end of each fiscal year of the Company, a copy of the Annual Report on
Form 10-K (or any successor form) for the Company for such year, including
therein the consolidated balance sheet of the Company and its Consolidated
Subsidiaries as at the end of such year and the consolidated statements of
income, cash flows and common stockholder's equity of the Company and its
Consolidated Subsidiaries as at the end of and for such year, or statements
providing substantially similar information, in each case certified by
independent public accountants of recognized national standing selected by the
Company (and not objected to by the Majority Banks), together with a certificate
of such accounting firm addressed to the Banks stating that, in the course of
its examination of the consolidated financial statements of the Company and its
Consolidated Subsidiaries, which examination was conducted by such accounting
firm in accordance with GAAP, such accounting firm has obtained no knowledge
that an Event of Default, insofar as such Event of Default related to accounting
or financial matters, has occurred and is continuing, or if, in the opinion of
such accounting firm, such an Event of Default has occurred and is continuing, a
statement as to the nature thereof;

                  (d)      promptly after the sending or filing thereof, copies
of all proxy statements which the Company sends to its stockholders, copies of
all regular, periodic and special reports (other than those which relate solely
to employee benefit plans) which the Company files with the SEC and notice of
the sending or filing of (and, upon the request of the Agent or any Bank, a copy
of) any final prospectus filed with the SEC;

TERM LOAN AGREEMENT, Page 17

<PAGE>

                  (e)      as soon as possible and in any event (i) within 30
days after the Company or any of its ERISA Affiliates knows or has reason to
know that any Termination Event described in clause (a) of the definition of
Termination Event with respect to any Plan has occurred and (ii) within ten days
after the Company or any of its ERISA Affiliates knows or has reason to know
that any other Termination Event with respect to any Plan has occurred, a
statement of the Chief Financial Officer of the Company describing such
Termination Event and the action, if any, which the Company or such ERISA
Affiliate, as the case may be, proposes to take with respect thereto;

                  (f)      [Reserved];

                  (g)      as soon as possible and in any event within five (5)
days after the occurrence of any material default under any material agreement
to which the Company or any of its Subsidiaries is a party, which default would
materially adversely affect the financial condition, business, results of
operations, Property or prospects of the Company and its Subsidiaries,
considered as a whole, any of which is continuing on the date of such
certificate, a certificate of the president or chief financial officer of the
Company setting forth the details of such material default and the action which
the Company or any such Subsidiary proposes to take with respect thereto; and

                  (h)      such other information respecting the business,
properties or financial condition of the Company as the Agent or any Bank
through the Agent may from time to time reasonably request.

         6.8.     Use of Proceeds. The Company will use the proceeds of the Term
Loans to refinance existing indebtedness of the Company and for working capital
for the Company. The Company will not, nor will it permit any Subsidiary to, use
any of the proceeds of the Term Loans to purchase or carry any "margin stock"
(as defined in Regulation U).

         6.9.     Maintenance of Properties, etc. The Company shall, and shall
cause each of its Subsidiaries to, maintain in all material respects all of its
respective owned and leased Property in good and safe condition and repair to
the same degree as other companies engaged in similar businesses and owning
similar properties, and not permit, commit or suffer any waste or abandonment of
any such Property, and from time to time shall make or cause to be made all
material repairs, renewals and replacements thereof, including, without
limitation, any capital improvements which may be required; provided, however,
that such Property may be altered or renovated in the ordinary course of
Company's or its Subsidiaries' business; and provided, further, that the
foregoing shall not restrict the sale of any asset of the Company or any
Subsidiary to the extent not prohibited by Section 7.2.

         6.10.    Bonds. Beginning on the Effective Date and continuing until
all Obligations have been paid in full, cause the aggregate amount of the Bonds
outstanding to at all times be equal to or greater than the aggregate
outstanding Term Loans.

         6.11.    Recordation of Supplemental Indenture. The Company shall (i)
within ten days after the Effective Date, deliver the Supplemental Indenture in
recordable form to the appropriate real estate recording office in all
jurisdictions specified in the Supplemental Indenture for recording and deliver
to the office of the Secretary of State of Michigan a UCC-1 financing statement
in a form approved by the Agent for filing in such office and (ii) within 25
days after the Effective Date, deliver to the Agent a certificate signed by a
Designated Officer certifying that the actions required by the foregoing clause
(i) have been taken. Once all of the Supplemental Indentures and the UCC-1
financing statement have been filed, the Company shall provide the Agent with
copies of each Supplemental Indenture and UCC-1 financing statement with
official evidence of the recording thereof in all such jurisdictions.

TERM LOAN AGREEMENT, Page 18

<PAGE>

                                  ARTICLE VII.

                               NEGATIVE COVENANTS

         So long as any Obligations shall remain unpaid, the Company shall not:

         7.1.     Liens. Create, incur, assume or suffer to exist any Lien upon
or with respect to any of its properties, now owned or hereafter acquired,
except:

                  (a)      Liens created pursuant to the Indenture securing the
First Mortgage Bonds;

                  (b)      Liens securing pollution control bonds, or bonds
issued to refund or refinance pollution control bonds (including Liens securing
obligations (contingent or otherwise) of the Company under letter of credit
agreements or other reimbursement or similar credit enhancement agreements with
respect to pollution control bonds), provided that the aggregate face amount of
any such bonds so issued shall not exceed the aggregate face amount of such
pollution control bonds, as the case may be, so refunded or refinanced;

                  (c)      Liens in (and only in) assets acquired to secure Debt
incurred to finance the acquisition of such assets;

                  (d)      Statutory and common law banker's Liens on bank
deposits;

                  (e)      Liens in respect of accounts receivable sold,
transferred or assigned by the Company;

                  (f)      Liens for taxes, assessments or other governmental
charges or levies not at the time delinquent or thereafter payable without
penalty or being contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with GAAP shall have been set aside on its
books;

                  (g)      Liens of carriers, warehousemen, mechanics,
materialmen and landlords incurred in the ordinary course of business for sums
not overdue or being contested in good faith by appropriate proceedings and for
which adequate reserves shall have been set aside on its books;

                  (h)      Liens incurred in the ordinary course of business in
connection with workers' compensation, unemployment insurance or other forms of
governmental insurance or benefits, or to secure performance of tenders,
statutory obligations, leases and contracts (other than for borrowed money)
entered into in the ordinary course of business or to secure obligations on
surety or appeal bonds;

                  (i)      Judgment Liens in existence less than 30 days after
the entry thereof or with respect to which execution has been stayed or the
payment of which is covered (subject to a customary deductible) by insurance;

                  (j)      Zoning restrictions, easements, licenses, covenants,
reservations, utility company rights, restrictions on the use of real property
or minor irregularities of title incident thereto which do not in the aggregate
materially detract from the value of the property or assets of the Company or
materially impair the operation of its business;

                  (k)      Liens arising in connection with the financing of the
Company's fuel resources, including, but not limited to, nuclear fuel;

TERM LOAN AGREEMENT, Page 19

<PAGE>

                  (l)      Liens arising pursuant to Michigan Complied Laws
324.20138; provided that the aggregate amount of all obligations secured by such
Liens (excluding any such Liens of which the Company has no knowledge or which
are permitted by subsection (f) above) shall not exceed $20,000,000;

                  (m)      Liens arising in connection with the Securitized
Bonds;

                  (n)      Liens on the Facility LC Collateral Account (as
defined in the Credit Agreement) or any funds therein in favor of the agent
under the Credit Agreement;

                  (o)      Liens on natural gas, oil and minerals, or on stock
in trade, materials or supplies manufactured or acquired for the purpose of sale
and/or resale in the usual course of business or consumable in the operation of
any of the properties of the Company; provided that (i) such liens secure
obligations not exceeding $500,000,000 in aggregate principal amount and (ii)
such liens shall also be permitted under the terms of the Credit Agreement; and

                  (p)      Other Liens securing obligations in an aggregate
amount not in excess of $150,000,000.

         7.2.     Sale of Assets. Sell, lease, assign, transfer or otherwise
dispose of: (i)15% or more of its assets, calculated with reference to total
assets as reflected on the Company's consolidated balance sheet as at June 30,
2002; (ii) any of the primary property encumbered by the Indenture in exchange
for any property not related to the delivery, transmission or generation of
electric energy or natural gas; provided that the Company may sell, lease,
assign, transfer or otherwise dispose of any of the primary property encumbered
by the Indenture in exchange for any property not related to the delivery,
transmission or generation of electric energy or natural gas if the aggregate
book value of any such primary property so disposed of does not exceed
$5,000,000 in any twelve month period; nor (iii) any assets encumbered by the
Indenture and in exchange thereof acquire any form of equity or stock in another
utility company.

         7.3.     Mergers, etc. Merge with or into or consolidate with or into
any other Person, except that the Company may merge with any other Person,
provided that, in each case, immediately after giving effect thereto, (a) no
event shall occur and be continuing which constitutes a Default or Event of
Default, (b) the Company is the surviving corporation, (c) the Company shall not
be liable with respect to any Debt or allow its property to be subject to any
Lien which it could not become liable with respect to, or allow its property to
become subject to, under this Agreement on the date of such transaction and (d)
the Company's Net Worth shall be equal to or greater than its Net Worth
immediately prior to such merger.

         7.4.     Compliance with ERISA. Permit to exist any occurrence of any
Reportable Event, or any other event or condition which presents a material (in
the reasonable opinion of the Majority Banks) risk of a termination by the PBGC
of any Plan of the Company or any ERISA Affiliate, which termination will result
in any material (in the reasonable opinion of the Majority Banks) liability of
the Company or such ERISA Affiliate to the PBGC.

         7.5.     Change in Nature of Business. Make any material change in the
nature of its business as carried on as of the date hereof (such business being
a public utility engaged in the generation, transmission and distribution of
electrical energy and natural gas).

         7.6.     Restricted Payments. The Company: (a) will not declare or pay
any dividends or make any other distributions on its capital stock (other than
dividends payable solely in such capital stock) or redeem any such capital
stock; and (b) will not, and will not permit any Subsidiary to, purchase or
otherwise acquire or retire any of the Company's capital stock or make any loans
or advances to CMS or any Subsidiary thereof (other than the Company or any
Subsidiary thereof); provided that, so long as no

TERM LOAN AGREEMENT, Page 20

<PAGE>

Default or Event of Default exists, the Company may pay dividends in an
aggregate amount not to exceed $300,000,000 during any calendar year.

         7.7.     Off-Balance Sheet Liabilities. Create, incur, assume or suffer
to exist, or permit any Subsidiary to create, incur, assume or suffer to exist,
Off-Balance Sheet Liabilities (exclusive of obligations pursuant to the
Receivables Sale Agreement and the Building Lease) in the aggregate in excess of
$150,000,000 at any time.

                                  ARTICLE VIII.

                                    RESERVED

                                   ARTICLE IX.

                                EVENTS OF DEFAULT

         9.1.     Events of Default. The occurrence of any of the following
events shall constitute an "Event of Default":

                  (a)      The Company shall fail to pay (i) any principal of
any Term Loan when due and payable, or (ii) any interest on any Term Loan or any
fee or other Obligation payable hereunder within five (5) days after such
interest or fee or other Obligation becomes due and payable;

                  (b)      Any representation or warranty made by the Company
(or any of its officers) in this Agreement or any other Loan Document or in any
certificate, document, report, financial or other written statement furnished at
any time pursuant to any Loan Document shall prove to have been incorrect in any
material respect on or as of the date made;

                  (c)      The Company shall fail to perform or observe any
term, covenant or agreement contained in Section 6.10, Section 6.11(i), or
Article VII. The Company shall fail to perform or observe any term, covenant or
agreement on its part to be performed or observed in this Agreement or in any
other Loan Document (other than the terms, covenants and agreements described in
the first sentence of this clause (c) and in clause (a) of this Section 9.1) and
such failure shall continue for 30 consecutive days after notice thereof by
means of facsimile, regular mail or written notice delivered in person (or
telephonic notice thereof confirmed in writing) shall have been given to the
Company by the Agent or the Majority Banks;

                  (d)      The Company shall: (i) fail to pay any Debt (other
than the payment obligations described in subsection (a) above) in excess of
$25,000,000, or any interest or premium thereon, when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise) and such
failure shall continue after the applicable grace period, if any, specified in
the instrument or agreement relating to such Debt; or (ii) fail to perform or
observe any term, covenant or condition on its part to be performed or observed
under any agreement or instrument relating to any such Debt, when required to be
performed or observed, if the effect of such failure to perform or observe is to
accelerate, or to permit the acceleration of, the maturity of such Debt, unless
the obligee under or holder of such Debt shall have waived in writing such
circumstance, or such circumstance has been cured, so that such circumstance is
no longer continuing; or (iii) any such Debt shall be declared to be due and
payable, or required to be prepaid (other than by a regularly scheduled required
prepayment), in each case in accordance with the

TERM LOAN AGREEMENT, Page 21

<PAGE>

terms of such agreement or instrument, prior to the stated maturity thereof; or
(iv) generally not, or shall admit in writing its inability to, pay its debts as
such debts become due;

                  (e)      The Company: (i) shall make an assignment for the
benefit of creditors, or petition or apply to any tribunal for the appointment
of a custodian, receiver or trustee for it or a substantial part of its assets,
or (ii) shall commence any proceeding under any bankruptcy, reorganization,
arrangement, readjustment of debt, dissolution or liquidation law or statute of
any jurisdiction, whether now or hereafter in effect, or (iii) shall have had
any such petition or application filed or any such proceeding shall have been
commenced, against it, in which an adjudication or appointment is made or order
for relief is entered, or which petition, application or proceeding remains
undismissed for a period of 30 consecutive days or more; or (iv) by any act or
omission shall indicate its consent to, approval of or acquiescence in any such
petition, application or proceeding or order for relief or the appointment of a
custodian, receiver or trustee for all or any substantial part of its property;
or (v) shall suffer any such custodianship, receivership or trusteeship to
continue undischarged for a period of 30 days or more; or (vi) shall take any
corporate action to authorize any of the actions set forth above in this
subsection (e);

                  (f)      One or more judgments, decrees or orders for the
payment of money in excess of $25,000,000 in the aggregate shall be rendered
against the Company and either (i) enforcement proceedings shall have been
commenced by any creditor upon any such judgment or order or (ii) there shall be
any period of more than 30 consecutive days during which a stay of enforcement
of such judgment or order, by reason of a pending appeal or otherwise, shall not
be in effect;

                  (g)      Any Termination Event with respect to a Plan shall
have occurred, and 30 days after notice thereof shall have been given to the
Company by the Agent, (i) such Termination Event (if correctable) shall not have
been corrected and (ii) the then present value of such Plan's vested benefits
exceeds the then current value of the assets accumulated in such Plan by more
than the amount of $25,000,000 (or in the case of a Termination Event involving
the withdrawal of a "substantial employer" (as defined in Section 4001(A)(2) of
ERISA), the withdrawing employer's proportionate share of such excess shall
exceed such amount); or

                  (h)      Any Bond shall cease to be in full force and effect
(except for Bonds surrendered by the Agent pursuant to Section 2.4 or 2.5); or
the Company shall deny that it has any liability or obligation under any Bond or
purport to revoke, terminate, rescind or redeem any Bond (other than in
accordance with the terms of the Bonds and the Indenture); or

                  (i)      A default shall occur under the Indenture.

         9.2.     Remedies.

                  If any Event of Default shall occur and be continuing, the
Agent shall upon the request, or may with the consent, of the Majority Banks, by
notice to the Company, declare the Obligations to be forthwith due and payable,
whereupon the Obligations shall become and be forthwith due and payable, without
presentment, demand, protest or further notice of any kind, all of which are
hereby expressly waived by the Company, provided that in the case of an Event of
Default referred to in Section 9.1(e) above, the Obligations shall automatically
become due and payable without notice, presentment, demand, protest or other
formalities of any kind, all of which are hereby expressly waived by the
Company. The Agent and the Majority Banks may also exercise all other rights and
remedies they have available to them under the Indenture, the other Loan
Documents, at law, in equity or otherwise.

TERM LOAN AGREEMENT, Page 22

<PAGE>

                                   ARTICLE X.

                        WAIVERS, AMENDMENTS AND REMEDIES

         10.1.    Amendments. Subject to the provisions of this Article X, the
Majority Banks (or the Agent with the consent in writing of the Majority Banks)
and the Company may enter into written agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Loan Documents or changing
in any manner the rights of the Banks or the Company hereunder or waiving any
Event of Default hereunder, provided that no such supplemental agreement shall,
without the consent of all of the Banks:

                  (a)      Extend the maturity of any Term Loan or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest or fees thereon;

                  (b)      Modify the percentage specified in the definition of
Majority Banks;

                  (c)      Increase the amount of the Term Loan Commitment of
any Bank hereunder or permit the Company to assign its rights under this
Agreement; or

                  (d)      Amend Section 6.10, Section 12.12 or this Section
10.1.

No amendment of any provision of this Agreement relating to the Agent shall be
effective without the written consent of the Agent.

         10.2.    Preservation of Rights. No delay or omission of the Banks or
the Agent to exercise any right under the Loan Documents shall impair such right
or be construed to be a waiver of any Default or Event of Default or an
acquiescence therein, and the making of a Term Loan notwithstanding the
existence of a Default or Event of Default or the inability of the Company to
satisfy the conditions precedent to such Term Loan shall not constitute any
waiver or acquiescence. Any single or partial exercise of any such right shall
not preclude other or further exercise thereof or the exercise of any other
right, and no waiver, amendment or other variation of the terms, conditions or
provisions of the Loan Documents whatsoever shall be valid unless in writing
signed by the Banks required pursuant to Section 10.1, and then only to the
extent in such writing specifically set forth. All remedies contained in the
Loan Documents or by law afforded shall be cumulative and all shall be available
to the Agent and the Banks until the Obligations have been paid in full.

                                   ARTICLE XI.

                              CONDITIONS PRECEDENT

         11.1.    Delivery of Documents. This Agreement shall not become
effective and the Banks shall not be required to make the Term Loans hereunder
on the Effective Date unless the Company has furnished to the Agent with
sufficient copies for the Banks:

                  (a)      A certificate, signed by a Designated Officer of the
Company, stating that on the Effective Date no Default or Event of Default has
occurred and is continuing.

                  (b)      Evidence satisfactory to the Agent of the issuance of
the Bonds in the form set forth in the Supplemental Indenture and in an
aggregate principal amount of $140,000,000 pursuant to the Bond Delivery
Agreement.


TERM LOAN AGREEMENT, Page 23

<PAGE>
                  (c)      Favorable opinions of:

                           (i)      Michael D. VanHemert, Esq., Deputy General
Counsel of CMS, as to the matters set forth in Exhibit B-1 and as to such other
matters as the Agent may reasonably request; and

                           (ii)     Miller, Canfield, Paddock and Stone,
P.L.C., special counsel to the Company, as to the matters set forth in Exhibit
B-2 and as to such other matters as the Agent may reasonably request.

Such opinions shall be addressed to the Agent and the Banks and shall be
satisfactory in form and substance to the Agent.

                  (d)      Evidence, in form and substance satisfactory to the
Agent, that the Company has obtained all governmental approvals, if any,
necessary for it to enter into the Loan Documents.

                  (e)      Evidence, in form and substance satisfactory to the
Agent, of the existence and good-standing of the Company and of the Company's
authority to enter into the Loan Documents.

                  (f)      Such other documents as the Agent or any Bank may
reasonably request.

         11.2.    No Default, etc. No Bank shall be required to make any Term
Loan on the Effective Date unless (i) no Default or Event of Default then
exists, (ii) the representations and warranties contained in Article V are true
and correct as of the Effective Date and (iii) all legal matters incident to the
making of such Term Loan are satisfactory to such Bank and its counsel. The
Company represents and warrants that the conditions contained in subsections (i)
and (ii) above will be satisfied on the Effective Date.

                                  ARTICLE XII.

                               GENERAL PROVISIONS

         12.1.    Successors and Assigns. (a) The terms and provisions of the
Loan Documents shall be binding upon and inure to the benefit of the Company and
the Banks and their respective successors and assigns, except that the Company
shall not have the right to assign its rights or obligations under the Loan
Documents. Any Bank may sell participations in all or a portion of its rights
and obligations under this Agreement pursuant to subsection (b) below and any
Bank may assign all or any part of its rights and obligations under this
Agreement pursuant to subsection (c) below. In connection with each assignment
by a Bank of all or any part of its rights and obligations under this Agreement
pursuant to subsection (c) below, the assigning Bank agrees to give the Company
at least 7 Business Days prior written notice of such assignment, which notice
shall identify the proposed assignee.

                  (b)      Any Bank may sell participations to one or more banks
or other entities (each a "Participant") in all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Term Loan Commitment and its outstanding Term Loan), provided
that (i) such Bank's obligations under this Agreement (including, without
limitation, its Term Loan Commitment to the Company hereunder) shall remain
unchanged, (ii) such Bank shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) such Bank shall remain the
holder of the Term Loans of such Bank for all purposes of this Agreement and
(iv) the Company shall continue to deal solely and directly with such Bank in
connection with such Bank's rights and obligations under this Agreement. Each
Bank shall retain the sole right to approve, without the consent of any
Participant, any amendment, modification or waiver of any provision of the Loan
Documents other than any amendment, modification or waiver with respect to any
Term Loan or Term Loan Commitment in which such Participant has an interest
which would require consent of all of the

TERM LOAN AGREEMENT, Page 24

<PAGE>

Banks pursuant to the terms of Section 10.1 or of any other Loan Document. The
Company agrees that each Participant shall be deemed to have the right of setoff
provided in Section 12.11 in respect of its participating interest in amounts
owing under the Loan Documents to the same extent as if the amount of its
participating interest were owing directly to it as a Bank under the Loan
Documents, provided that each Bank shall retain the right of setoff provided in
Section 12.11 with respect to the amount of participating interests sold to each
Participant. The Banks agree to share with each Participant, and each
Participant, by exercising the right of setoff provided in Section 12.11, agrees
to share with each Bank, any amount received pursuant to the exercise of its
right of setoff, such amounts to be shared in accordance with Section 12.11 as
if each Participant were a Bank. The Company further agrees that each
Participant shall be entitled to the benefits of Sections 4.1, 4.3, 4.4 and 4.5
to the same extent as if it were a Bank and had acquired its interest by
assignment pursuant to Section 12.1(c); provided that (i) a Participant shall
not be entitled to receive any greater payment under Section 4.1, 4.3, 4.4 or
4.5 than the Bank who sold the participating interest to such Participant would
have received had it retained such interest for its own account, unless the sale
of such interest to such Participant is made with the prior written consent of
the Company, and (ii) any Participant not incorporated under the laws of the
United States of America or any State thereof agrees to comply with the
provisions of Section 4.5 to the same extent as if it were a Bank.

                  (c)      Any Bank may, in the ordinary course of its business
and in accordance with applicable law, at any time assign to one or more
financial institutions all or any part of its rights and obligations under this
Agreement, provided that the minimum principal amount of any such assignment
(other than assignments to a Federal Reserve Bank, the Federal Home Loan Bank,
or to any other Bank or affiliate or Approved Fund of a Bank, or to any direct
or indirect contractual counterparties in swap agreements relating to the Term
Loans to the extent required in connection with the physical settlement of any
Bank's obligations pursuant thereto) shall be $1,000,000 (or such lesser amount
consented to by the Agent); provided that, unless such Bank is assigning all of
its rights and obligations hereunder, after giving effect to such assignment the
assigning Bank shall have Term Loans in the aggregate of not less than
$1,000,000 (unless otherwise consented to by the Agent).

                  (d)      Any Bank may, in connection with any sale or
participation or proposed sale or participation pursuant to this Section 12.1
disclose to the purchaser or participant or proposed purchaser or participant
any information relating to the Company furnished to such Bank by or on behalf
of the Company, provided that prior to any such disclosure of non-public
information, the purchaser or participant or proposed purchaser or participant
(which purchaser or participant is not an affiliate of a Bank) shall agree to
preserve the confidentiality of any confidential information (except any such
disclosure as may be required by law or regulatory process) relating to the
Company received by it from such Bank.

                  (e)      Assignments under this Section 12.1 shall be made
pursuant to an agreement (an "Assignment Agreement") substantially in the form
of Exhibit C hereto or in such other form as may be agreed to by the parties
thereto and shall not be effective until a $3,500 fee has been paid to the Agent
by the assignee, which fee shall cover the cost of processing such assignment,
provided, that such fee shall not be incurred in the event of an assignment by
any Bank of all or a portion of its rights under this Agreement to (i) a Federal
Reserve Bank or Federal Home Loan Bank or (ii) a Bank or an affiliate or
Approved Fund of the assigning Bank or (iii) to any direct or indirect
contractual counterparties in swap agreements relating to the Term Loans to the
extent required in connection with the physical settlement of any Bank's
obligations pursuant thereto.

                  (f)      Notwithstanding anything to the contrary contained
herein, any Bank (a "Granting Bank") may grant to a special purpose funding
vehicle (an "SPC"), identified as such in writing from time to time by the
Granting Bank to the Agent and the Company, the option to provide to the

TERM LOAN AGREEMENT, Page 25

<PAGE>

Company all or any part of any Term Loan that such Granting Bank is obligated to
make to the Company pursuant to this Agreement; provided that (i) nothing herein
shall constitute a commitment by any SPC to make any Term Loan, (ii) if an SPC
elects not to exercise such option or otherwise fails to provide all or any part
of such Term Loan, the Granting Bank shall remain obligated to make such Term
Loan pursuant to the terms hereof, (iii) the Company shall not be required to
pay any amount under Section 4.5 that is greater than the amount which it would
have been required to pay had there been no grant to an SPC and (iv) any SPC (or
assignee of an SPC) will comply, if applicable, with the provisions contained in
Section 4.5. No grant by any Granting Bank to an SPC agreeing to provide a Term
Loan or the making of such Term Loan by such SPC shall operate to relieve such
Granting Bank of its liabilities and obligations hereunder, except to the extent
of the making of such Term Loan by such SPC. The making of a Term Loan by an SPC
hereunder shall utilize the Term Loan Commitment of the Granting Bank to the
same extent, and as if, such Term Loan were made by such Granting Bank. Each
party hereto hereby agrees that no SPC shall be liable for any indemnity or
similar payment obligation under this Agreement (all liability for which shall
remain with the Granting Bank). In addition, each party hereto hereby agrees
(which agreement shall survive the termination of this Agreement) that any SPC
may (i) with notice to, but without the prior written consent of, the Company
and the Agent and without paying any processing fee therefor, assign all or a
portion of its interests in any Term Loans to the Granting Bank or to any
financial institutions (consented to by the Agent in its sole discretion)
providing liquidity and/or credit support to or for the account of such SPC to
support the funding or maintenance of Term Loans and (ii) disclose on a
confidential basis any non-public information relating to its Term Loans to any
rating agency, commercial paper dealer or provider of any surety, guarantee or
credit or liquidity enhancement to such SPC. This Section 12.1(f) may not be
amended without the written consent of any SPC that holds an option to provide
Term Loans. No recourse under any obligation, covenant, or agreement of the SPC
contained in this Agreement shall be had against any shareholder, officer, agent
or director of the SPC as such, by the enforcement of any assessment or by any
proceeding, by virtue of any statute or otherwise; it being expressly agreed and
understood that this Agreement is a corporate obligation of the SPC and no
personal liability shall attach to or be incurred by any officer, agent or
member of the SPC as such, or any of them under or by reason of any of the
obligations, covenants or agreements of the SPC contained in this Agreement, or
implied therefrom, and that any and all personal liability for breaches by the
SPC of any such obligations, covenants or agreements, either at law or by
statute or constitution, of every such shareholder, officer, agent or director
is hereby expressly waived by all parties to this Agreement as a condition of
and consideration for the SPC entering into this Agreement; provided, however,
that the foregoing shall not relieve any such person or entity of any liability
they might otherwise have as a result of fraudulent actions or omissions taken
by them. All parties to this Agreement acknowledge and agree that the SPC shall
only be liable for any claims that each of them may have against the SPC only to
the extent of the SPC's assets. The provisions of this clause shall survive the
termination of this Agreement.

                  (g)      Any Bank may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Bank, including without limitation any pledge or assignment
to secure obligations to a Federal Reserve Bank or Federal Home Loan Bank;
provided that no such pledge or assignment shall release such Bank from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Bank as a party hereto.

         12.2.    Survival of Representations. All representations and
warranties of the Company contained in this Agreement shall survive the making
of the Term Loans herein contemplated.

         12.3.    Governmental Regulation. Anything contained in this Agreement
to the contrary notwithstanding, no Bank shall be obligated to extend credit to
the Company in violation of any limitation or prohibition provided by any
applicable statute or regulation.

TERM LOAN AGREEMENT, Page 26

<PAGE>

         12.4.    Taxes. Any taxes (excluding income taxes) payable or ruled
payable by any Federal or State authority in respect of the execution of the
Loan Documents shall be paid by the Company, together with interest and
penalties, if any.

         12.5.    Choice of Law; Waiver of Jury Trial. THE LOAN DOCUMENTS SHALL
BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF MICHIGAN AND
THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. THE COMPANY HEREBY WAIVES
ANY RIGHT TO A JURY TRIAL IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
HEREUNDER OR UNDER ANY LOAN DOCUMENT.

         12.6.    Headings. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

         12.7.    Entire Agreement. The Loan Documents embody the entire
agreement and understanding between the Company, the Agent and the Banks and
supersede all prior agreements and understandings between the Company, the Agent
and the Banks relating to the subject matter thereof.

         12.8.    Expenses; Indemnification. The Company shall (a) reimburse the
Agent for any reasonable costs, internal charges and out-of-pocket expenses
(including reasonable attorneys' fees and time charges of attorneys for the
Agent) paid or incurred by the Agent in connection with the preparation, review,
execution, delivery, syndication, distribution (including, without limitation,
via the internet), amendment and modification of the Loan Documents and (b)
reimburse the Agent and each Bank for any reasonable costs, internal charges and
out-of-pocket expenses (including reasonable attorneys' fees and time charges of
attorneys for the Agent or for such Bank) paid or incurred by the Agent or such
Bank in connection with the collection and enforcement of the Loan Documents.
The Company further agrees to indemnify the Agent and each Bank and their
respective directors, officers, employees, trustees, agents and advisors against
all losses, claims, damages, penalties, judgments, liabilities and reasonable
expenses (including, without limitation, all material expenses of litigation or
preparation therefor whether or not the Agent or any Bank is a party thereto)
which any of them may pay or incur arising out of or relating to this Agreement,
the other Loan Documents, the transactions contemplated hereby or the direct or
indirect application or proposed application of the proceeds of any Term Loan
hereunder, provided that the Company shall not be liable for any of the
foregoing to the extent they arise from the gross negligence or willful
misconduct of the Agent or any Bank. The obligations of the Company under this
Section shall survive the termination of this Agreement.

         12.9.    [Intentionally Omitted.]

         12.10.   Severability of Provisions. Any provision in any Loan Document
that is held to be inoperative, unenforceable or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable or invalid without
affecting the remaining provisions in that jurisdiction or the operation,
enforceability or validity of that provision in any other jurisdiction, and to
this end the provisions of all Loan Documents are declared to be severable.

         12.11.   Setoff. In addition to, and without limitation of, any rights
of the Banks under applicable law, if the Company becomes insolvent, however
evidenced, or any Default or Event of Default occurs, any indebtedness from any
Bank to the Company (including all account balances, whether provisional or
final and whether or not collected or available) may be offset and applied
toward the payment of the Obligations owing to such Bank, whether or not the
Obligations, or any part hereof, shall then be due. The Company agrees that any
purchaser or participant under Section 12.1 may, to the fullest extent permitted
by law, exercise all its rights of payment with respect to such purchase or
participation as if it were the direct creditor of the Company in the amount of
such purchase or participation.

TERM LOAN AGREEMENT, Page 27

<PAGE>

         12.12.   Ratable Payments. If any Bank, whether by setoff or otherwise,
has payment made to it upon its outstanding Term Loans in a greater proportion
than that received by any other Bank, such Bank agrees, promptly upon demand, to
purchase a portion of the aggregate outstanding Term Loans held by the other
Banks so that after such purchase each Bank will hold its Pro Rata Share of the
aggregate outstanding Term Loans. If any Bank, whether in connection with setoff
or amounts which might be subject to setoff or otherwise, receives collateral or
other protection for its Obligations or such amounts which may be subject to
setoff, such Bank agrees, promptly upon demand, to take such action necessary
such that all Banks share in the benefits of such collateral ratably in
proportion to their respective Pro Rata Share of the aggregate outstanding Term
Loans. In case any such payment is disturbed by legal process, or otherwise,
appropriate further adjustments shall be made.

         12.13.   Nonliability of Banks. The relationship between the Company,
on the one hand, and the Banks and the Agent, on the other hand, shall be solely
that of borrower and lender. Neither the Agent nor any Bank shall have any
fiduciary responsibilities to the Company. Neither the Agent nor any Bank
undertakes any responsibility to the Company to review or inform the Company of
any matter in connection with any phase of the Company's business or operations.
The Company shall rely entirely upon its own judgment with respect to its
business, and any review, inspection, supervision or information supplied to the
Company by the Banks is for the protection of the Banks and neither the Company
nor any third party is entitled to rely thereon. The Company agrees that neither
the Agent nor any Bank shall have liability to the Company (whether sounding in
tort, contract or otherwise) for losses suffered by the Company in connection
with, arising out of, or in any way related to, the transactions contemplated
and the relationship established by the Loan Documents, or any act, omission or
event occurring in connection therewith, unless it is determined in a final
non-appealable judgment by a court of competent jurisdiction that such losses
resulted from the gross negligence or willful misconduct of the party from which
recovery is sought. Neither the Agent nor any Bank shall have any liability with
respect to, and the Company hereby waives, releases and agrees not to sue for,
any special, indirect, consequential or punitive damages suffered by the Company
in connection with, arising out of, or in any way related to the Loan Documents
or the transactions contemplated thereby.

                                  ARTICLE XIII.

                                    THE AGENT

         13.1.    Appointment. Beal Bank, S.S.B. is hereby appointed Agent
hereunder, and each of the Banks irrevocably authorizes the Agent to act as the
contractual representative on behalf of such Bank. The Agent agrees to act as
such upon the express conditions contained in this Article XIII. The Agent shall
not have a fiduciary relationship in respect of any Bank by reason of this
Agreement. The Agent hereby acknowledges and agrees that it shall hold the Bonds
for the ratable benefit of the Banks.

         13.2.    Powers. The Agent shall have and may exercise such powers
hereunder as are specifically delegated to the Agent by the terms hereof,
together with such powers as are reasonably incidental thereto. The Agent shall
not have any implied duties to the Banks or any obligation to the Banks to take
any action hereunder except any action specifically provided by this Agreement
to be taken by the Agent.

         13.3.    General Immunity. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to the Banks or any Bank for any
action taken or omitted to be taken by it or them hereunder or in connection
herewith except for its or their own gross negligence or willful misconduct.

TERM LOAN AGREEMENT, Page 28

<PAGE>

         13.4.    No Responsibility for Loans, Recitals, etc. The Agent shall
not be responsible to the Banks for any recitals, reports, statements,
warranties or representations herein or in any Loan Document or be bound to
ascertain or inquire as to the performance or observance of any of the terms of
this Agreement.

         13.5.    Action on Instructions of Banks. The Agent shall in all cases
be fully protected in acting, or in refraining from acting, hereunder and under
any other Loan Document in accordance with written instructions signed by the
Majority Banks (or all of the Banks if required by Section 10.1), and such
instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Banks. The Banks hereby acknowledge that the Agent shall
be under no duty to take any discretionary action permitted to be taken by it
pursuant to the provisions of this Agreement or any other Loan Document unless
it shall be requested in writing to do so by the Majority Banks. The Agent shall
be fully justified in failing or refusing to take any action hereunder and under
any other Loan Document unless it shall first be indemnified to its satisfaction
by the Banks pro rata against any and all liability, cost and expense that it
may incur by reason of taking or continuing to take any such action.

         13.6.    Employment of Agents and Counsel. The Agent may execute any of
its duties as Agent hereunder by or through employees, agents and
attorneys-in-fact and shall not be answerable to the Banks, except as to money
or securities received by it or its authorized agents, for the default or
misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care. The Agent shall be entitled to advice of counsel concerning all
matters pertaining to the agency hereby created and its duties hereunder.

         13.7.    Reliance on Documents; Counsel. The Agent shall be entitled to
rely upon any notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons, and, in respect to
legal matters, upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.

         13.8.    Agent's Reimbursement and Indemnification. The Banks agree to
reimburse and indemnify the Agent ratably in proportion to their respective Pro
Rata Shares (i) for any amounts not reimbursed by the Company for which the
Agent is entitled to reimbursement by the Company under the Loan Documents and
(ii) for any liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind and nature
whatsoever which may be imposed on, incurred by or asserted against the Agent in
any way relating to or arising out of this Agreement or any other document
delivered in connection with this Agreement or the transactions contemplated
hereby or the enforcement of any of the terms hereof or of any such other
documents, provided that no Bank shall be liable for any of the foregoing to the
extent they arise from the gross negligence or willful misconduct of the Agent.

         13.9.    Rights as a Lender. With respect to its Term Loan Commitment,
if any, and any Term Loan made by it, Beal Bank, S.S.B. shall have the same
rights and powers hereunder as any Bank and may exercise the same as though it
were not the Agent, and the term "Bank" or "Banks" shall, unless the context
otherwise indicates, include Beal Bank, S.S.B. in its individual capacity. Beal
Bank, S.S.B. may accept deposits from, lend money to, and generally engage in
any kind of banking or trust business with the Company or any Subsidiary as if
it were not the Agent.

         13.10.   Bank Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon the Agent or any other Bank and based on
the financial statements prepared by the Company and such other documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement Each Bank also acknowledges that it will,
independently and without reliance upon the Agent or any other Bank and based on
such documents and

TERM LOAN AGREEMENT, Page 29

<PAGE>

information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement.

         13.11.   Successor Agent. The Agent may resign at any time by giving
written notice thereof to the Banks and the Company, and the Agent may be
removed at any time but only with cause by written notice received by the Agent
from the Majority Banks. Upon any such resignation or removal, the Majority
Banks shall have the right to appoint, on behalf of the Banks, a successor
Agent. If no successor Agent shall have been so appointed by the Majority Banks
and shall have accepted such appointment within thirty days after the retiring
Agent's giving notice of resignation, then the retiring Agent may appoint, on
behalf of the Banks, a successor Agent Such successor Agent shall be a
commercial bank having capital and retained earnings of at least $500,000,000.
Upon the acceptance of any appointment as Agent hereunder by a successor Agent,
such successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. After any
retiring Agent's resignation hereunder as Agent, the provisions of this Article
XIII shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Agent hereunder.

                                  ARTICLE XIV.

                                     NOTICES

         14.1.    Giving Notice. Except as otherwise permitted by Section 2.5
with respect to Continuation Notices, all notices, requests and other
communications to any party hereunder shall be in writing (including electronic
transmission, facsimile transmission or similar writing) and shall be given to
such party; (x) in the case of the Company or the Agent, at its address or
facsimile number set forth on the signature pages hereof, or (y) in the case of
any Bank, at its address or facsimile number set forth in its Administrative
Details Form provided to the Agent. Each such notice, request or other
communication shall be effective (i) if given by facsimile transmission, when
transmitted to the facsimile number specified in this Section and confirmation
of receipt is received, (ii) if given by mail, 72 hours after such communication
is deposited in the mails with first class postage prepaid, addressed as
aforesaid, or (iii) if given by any other means, when delivered (or, in the case
of electronic transmission, received) at the address specified in this Section;
provided that notices to the Agent under Article II shall not be effective until
received.

         14.2.    Change of Address. The Company and the Agent may each change
the address for service of notice upon it by a notice in writing to the other
parties hereto in accordance with Section 14.1. Any Bank may change the address
for service of notice upon it by a notice in writing to the Company and the
Agent in accordance with Section 14.1.

                                   ARTICLE XV.

                                  COUNTERPARTS

         This Agreement may be executed in any number of counterparts and on
telecopy counterparts, all of which taken together shall constitute one
agreement, and any of the parties hereto may execute this Agreement by signing
any such counterpart. This Agreement shall be effective when it has been
executed by the Company, the Agent and the Banks and each party has notified the
Agent by facsimile or telephone that it has taken such action.

TERM LOAN AGREEMENT, Page 30

<PAGE>

                                  ARTICLE XVI.

                              MAXIMUM INTEREST RATE

         16.1.    Recapture. No interest rate specified in any Loan Document
shall at any time exceed the Maximum Rate. If at any time the interest rate (the
"Contract Rate") for any Obligation shall exceed the Maximum Rate, thereby
causing the interest accruing on such Obligation to be limited to the Maximum
Rate, then any subsequent reduction in the Contract Rate for such Obligation
shall not reduce the rate of interest on such Obligation below the Maximum Rate
until the aggregate amount of interest accrued on such Obligation equals the
aggregate amount of interest which would have accrued on such Obligation if the
Contract Rate for such Obligation had at all times been in effect.

         16.2.    Savings Clause. No provision of any Loan Document shall
require the payment or the collection of interest in excess of the maximum
amount permitted by applicable law. If any excess of interest in such respect is
hereby provided for, or shall be adjudicated to be so provided, in any Loan
Document or otherwise in connection with this loan transaction, the provisions
of this Section shall govern and prevail and neither the Company nor he
sureties, guarantors, successors, or assigns of the Company shall be obligated
to pay the excess amount of such interest or any other excess sum paid for the
use, forbearance, or detention of sums loaned pursuant hereto. In the event any
Bank ever receives, collects, or applies as interest any such sum, such amount
which would be in excess of the maximum amount permitted by applicable law shall
be applied as a payment and reduction of the principal of the Obligations; and,
if the principal of the Obligations has been paid in full, any remaining excess
shall forthwith be paid to the Company. In determining whether or not the
interest paid or payable exceeds the Maximum Rate, the Company and each Bank
shall, to the extent permitted by applicable law, (a) characterize any
non-principal payment as an expense, fee, or premium rather than as interest,
(b) exclude voluntary prepayments and the effects thereof, and (c) amortize,
prorate, allocate, and spread in equal or unequal parts the total amount of
interest throughout the entire contemplated term of the Obligations so that
interest for the entire term does not exceed the Maximum Rate.

         IN WITNESS WHEREOF, the Company, the Banks and the Agent have executed
this Agreement as of the date first above written.

                                   CONSUMERS ENERGY COMPANY

                                   By: /s/ Laura L. Mountcastle
                                       ------------------------------
                                       Name: Laura L. Mountcastle
                                       Title: Vice President

                                   212 West Michigan Avenue
                                   Jackson, MI 49201
                                   Attention: Kimberly C. Wilson
                                   Facsimile No.: (517) 788 - 0768
                                   Confirmation Telephone No: (517) 788 - 2194
                                   E-Mail Address: kcwilson@cmsenergy.com

TERM LOAN AGREEMENT, Page 31

<PAGE>

                                   BEAL BANK, S.S.B., as Agent and as the Bank

                                   By: /s/ William T. Saurenmann
                                       ----------------------------
                                       Name: William T. Saurenmann
                                       Title: Senior Vice President

                                   6000 Legacy Drive
                                   Plano, Texas 75024-3601
                                   Attention: William T. Saurenmann
                                   Facsimile No.: 469,241,9568
                                   Telephone No.: 469,467,5510

                                   With a copy to:

                                   CSG Investments, Inc.
                                   6000 Legacy Drive
                                   Plano, Texas 75024-360l
                                   Attention: President
                                   Facsimile No.: 469,241,9568
                                   Telephone No.: 469,467,5000

TERM LOAN AGREEMENT, Page 32

<PAGE>

<TABLE>
<CAPTION>
EXHIBITS
<S>            <C>
Exhibit A      Form of Supplemental Indenture
Exhibit B-1    Required Opinions from Michael D. VanHemert, Esq.
Exhibit B-2    Required Opinions from Miller, Canfield, Paddock and Stone, P.L.C.
Exhibit C      Form of Assignment and Assumption Agreement
Exhibit D      Form of Bond Delivery Agreement
</TABLE>

SCHEDULES

Commitment Schedule

TERM LOAN AGREEMENT, Page 33

<PAGE>

                                    EXHIBIT A

                             SUPPLEMENTAL INDENTURE


<PAGE>
                                   Exhibit A

                      EIGHTY-SEVENTH SUPPLEMENTAL INDENTURE

                        PROVIDING AMONG OTHER THINGS FOR

                              FIRST MORTGAGE BONDS,

                           COLLATERAL SERIES DUE 2009

                                 --------------

                           DATED AS OF MARCH 26, 2003

                                 --------------

                            CONSUMERS ENERGY COMPANY

                                       TO

                              JPMORGAN CHASE BANK,

                                     TRUSTEE

                                                         Counterpart _____ of 80


<PAGE>

         THIS EIGHTY-SEVENTH SUPPLEMENTAL INDENTURE, dated as of March 26, 2003
(herein sometimes referred to as "this Supplemental Indenture"), made and
entered into by and between CONSUMERS ENERGY COMPANY, a corporation organized
and existing under the laws of the State of Michigan, with its principal
executive office and place of business at 212 West Michigan Avenue, in Jackson,
Jackson County, Michigan 49201, formerly known as Consumers Power Company
(hereinafter sometimes referred to as the "Company"), and JPMORGAN CHASE BANK, a
corporation organized and existing under the laws of the State of New York, with
its corporate trust offices at 450 W. 33rd Street, in the Borough of Manhattan,
The City of New York, New York 10001 (hereinafter sometimes referred to as the
"Trustee"), as Trustee under the Indenture dated as of September 1, 1945 between
Consumers Power Company, a Maine corporation (hereinafter sometimes referred to
as the "Maine corporation"), and City Bank Farmers Trust Company (Citibank,
N.A., successor, hereinafter sometimes referred to as the "Predecessor
Trustee"), securing bonds issued and to be issued as provided therein
(hereinafter sometimes referred to as the "Indenture"),

         WHEREAS at the close of business on January 30, 1959, City Bank Farmers
Trust Company was converted into a national banking association under the title
"First National City Trust Company"; and

         WHEREAS at the close of business on January 15, 1963, First National
City Trust Company was merged into First National City Bank; and

         WHEREAS at the close of business on October 31, 1968, First National
City Bank was merged into The City Bank of New York, National Association, the
name of which was thereupon changed to First National City Bank; and

         WHEREAS effective March 1, 1976, the name of First National City Bank
was changed to Citibank, N.A.; and

         WHEREAS effective July 16, 1984, Manufacturers Hanover Trust Company
succeeded Citibank, N.A. as Trustee under the Indenture; and

         WHEREAS effective June 19, 1992, Chemical Bank succeeded by merger to
Manufacturers Hanover Trust Company as Trustee under the Indenture; and

         WHEREAS effective July 15, 1996, The Chase Manhattan Bank (National
Association), merged with and into Chemical Bank which thereafter was renamed
The Chase Manhattan Bank; and

         WHEREAS effective November 11, 2001, The Chase Manhattan Bank merged
with Morgan Guaranty Trust Company of New York and the surviving corporation was
renamed JPMorgan Chase Bank; and

         WHEREAS the Indenture was executed and delivered for the purpose of
securing such bonds as may from time to time be issued under and in accordance
with the terms of the Indenture, the aggregate principal amount of bonds to be
secured thereby being limited to $5,000,000,000 at any one time outstanding
(except as provided in Section 2.01 of the Indenture), and the Indenture
describes and sets forth the property conveyed thereby and is filed in the
Office of the Secretary of State of the State of Michigan and is of record in
the Office of

                                       -1-

<PAGE>

the Register of Deeds of each county in the State of Michigan in which this
Supplemental Indenture is to be recorded; and

         WHEREAS the Indenture has been supplemented and amended by various
indentures supplemental thereto, each of which is filed in the Office of the
Secretary of State of the State of Michigan and is of record in the Office of
the Register of Deeds of each county in the State of Michigan in which this
Supplemental Indenture is to be recorded; and

         WHEREAS the Company and the Maine corporation entered into an Agreement
of Merger and Consolidation, dated as of February 14, 1968, which provided for
the Maine corporation to merge into the Company; and

         WHEREAS the effective date of such Agreement of Merger and
Consolidation was June 6, 1968, upon which date the Maine corporation was merged
into the Company and the name of the Company was changed from "Consumers Power
Company of Michigan" to "Consumers Power Company"; and

         WHEREAS the Company and the Predecessor Trustee entered into a
Sixteenth Supplemental Indenture, dated as of June 4, 1968, which provided,
among other things, for the assumption of the Indenture by the Company; and

         WHEREAS said Sixteenth Supplemental Indenture became effective on the
effective date of such Agreement of Merger and Consolidation; and

         WHEREAS the Company has succeeded to and has been substituted for the
Maine corporation under the Indenture with the same effect as if it had been
named therein as the mortgagor corporation; and

         WHEREAS effective March 11, 1997, the name of Consumers Power Company
was changed to Consumers Energy Company; and

         WHEREAS, the Company has entered into a Term Loan Agreement dated as of
March 26, 2003 (the "Term Loan Agreement") with Beal Bank, S.S.B. (the "Bank")
as administrative agent (in such capacity, the "Agent") for the Banks (as such
term is defined in the Term Loan Agreement) providing for the making of certain
financial accommodations thereunder, and pursuant to such Term Loan Agreement
the Company has agreed to issue to the Agent, as evidence of and security for
the Obligations (as such term is defined in the Term Loan Agreement), a new
series of bonds under the Indenture; and

         WHEREAS, for such purposes the Company desires to issue a new series of
bonds, to be designated First Mortgage Bonds, Collateral Series due 2009, each
of which bonds shall also bear the descriptive title "First Mortgage Bond"
(hereinafter provided for and hereinafter sometimes referred to as the "2009
Collateral Series Bonds"), the bonds of which series are to be issued as
registered bonds without coupons and are to bear interest at the rate per annum
specified herein and are to mature March 26, 2009; and

         WHEREAS, each of the registered bonds without coupons of the 2009
Collateral Series Bonds and the Trustee's Authentication Certificate thereon are
to be substantially in the following form, to wit:

                                       -2-

<PAGE>

         [FORM OF REGISTERED BOND OF THE 2009 COLLATERAL SERIES BONDS]

                                     [FACE]

                            CONSUMERS ENERGY COMPANY
                               FIRST MORTGAGE BOND
                           COLLATERAL SERIES DUE 2009

         No. 1                                              $140,000,000

         CONSUMERS ENERGY COMPANY, a Michigan corporation (hereinafter called
the "Company"), for value received, hereby promises to pay to Beal Bank, S.S.B.,
as agent (in such capacity, the "Agent") for the Banks under and as defined in
the Term Loan Agreement dated as of March 26, 2003 (the "Term Loan Agreement")
the principal sum of One Hundred Forty Million Dollars ($140,000,000) or such
lesser principal amount as shall be equal to the aggregate principal amount of
the Term Loans (as defined in the Term Loan Agreement) included in the
Obligations (as defined in the Term Loan Agreement) outstanding on March 26,
2009 (the "Maturity Date"), but not in excess, however, of the principal amount
of this bond, and to pay interest thereon at the Interest Rate (as defined
below) until the principal hereof is paid or duly made available for payment on
the Maturity Date, or, in the event of redemption of this bond, until the
redemption date, or, in the event of default in the payment of the principal
hereof, until the Company's obligations with respect to the payment of such
principal shall be discharged as provided in the Indenture (as defined on the
reverse hereof). Interest on this bond shall be payable on each Interest Payment
Date (as defined below), commencing on the first Interest Payment Date next
succeeding March 26, 2003. If the Maturity Date falls on a day which is not a
Business Day, as defined below, principal and any interest and/or fees payable
with respect to the Maturity Date will be paid on the immediately preceding
Business Day. The interest payable, and punctually paid or duly provided for, on
any Interest Payment Date will, subject to certain exceptions, be paid to the
person in whose name this bond (or one or more predecessor bonds) is registered
at the close of business on the Record Date (as defined below); provided,
however, that interest payable on the Maturity Date will be payable to the
person to whom the principal hereof shall be payable. Should the Company default
in the payment of interest ("Defaulted Interest"), the Defaulted Interest shall
be paid to the person in whose name this bond (or one or more predecessor bonds)
is registered on a subsequent record date fixed by the Company, which subsequent
record date shall be fifteen (15) days prior to the payment of such Defaulted
Interest. As used herein, (A) "Business Day" shall mean any day, other than a
Saturday or Sunday, on which banks generally are open in New York, New York and
Dallas, Texas for the conduct of substantially all of their commercial lending
activities and on which interbank wire transfers can be made on the Fedwire
system; (B) "Interest Payment Date" shall mean each date on which interest
and/or fees under the Term Loan Agreement are due and payable from time to time
pursuant to the Term Loan Agreement; (C) "Interest Rate" shall mean a rate of
interest per annum, adjusted as necessary, to result in an interest payment
equal to the aggregate amount of interest and fees due under the Term Loan
Agreement on the applicable Interest Payment Date; and (D) "Record Date" with
respect to any Interest Payment Date shall mean the day (whether or not a
Business Day) immediately next preceding such Interest Payment Date.

                                      - 3 -

<PAGE>

         Payment of the principal of and interest on this bond will be made in
immediately available funds at the office or agency of the Company maintained
for that purpose in the City of Jackson, Michigan, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

         The provisions of this bond are continued on the reverse hereof and
such continued provisions shall for all purposes have the same effect as though
fully set forth at this place.

         This bond shall not be valid or become obligatory for any purpose
unless and until it shall have been authenticated by the execution by the
Trustee or its successor in trust under the Indenture of the certificate hereon.

         IN WITNESS WHEREOF, Consumers Energy Company has caused this bond to be
executed in its name by its Chairman of the Board, its President or one of its
Vice Presidents by his or her signature or a facsimile thereof, and its
corporate seal or a facsimile thereof to be affixed hereto or imprinted hereon
and attested by its Secretary or one of its Assistant Secretaries by his or her
signature or a facsimile thereof.

                                            CONSUMERS ENERGY COMPANY

Dated:
                                            By: ________________________________
                                            Printed: ___________________________
                                            Title: _____________________________

Attest: _________________________

                      TRUSTEE'S AUTHENTICATION CERTIFICATE

         This is one of the bonds, of the series designated therein, described
in the within-mentioned Indenture.

                                            JPMORGAN CHASE BANK, Trustee

                                            By_________________________________
                                                      Authorized Officer

                                      - 4 -

<PAGE>

                                    [REVERSE]

                            CONSUMERS ENERGY COMPANY

                               FIRST MORTGAGE BOND
                           COLLATERAL SERIES DUE 2009

         This bond is one of the bonds of a series designated as First Mortgage
Bonds, Collateral Series due 2009 (sometimes herein referred to as the "2009
Collateral Series Bonds") issued under and in accordance with and secured by an
Indenture dated as of September 1, 1945, given by the Company (or its
predecessor, Consumers Power Company, a Maine corporation) to City Bank Farmers
Trust Company (JPMorgan Chase Bank, successor) (hereinafter sometimes referred
to as the "Trustee"), together with indentures supplemental thereto, heretofore
or hereafter executed, to which indenture and indentures supplemental thereto
(hereinafter referred to collectively as the "Indenture") reference is hereby
made for a description of the property mortgaged and pledged, the nature and
extent of the security and the rights, duties and immunities thereunder of the
Trustee and the rights of the holders of said bonds and of the Trustee and of
the Company in respect of such security, and the limitations on such rights. By
the terms of the Indenture, the bonds to be secured thereby are issuable in
series which may vary as to date, amount, date of maturity, rate of interest and
in other respects as provided in the Indenture.

         The 2009 Collateral Series Bonds are to be issued and delivered to the
Agent in order to evidence and secure the obligation of the Company under the
Term Loan Agreement to make payments to the Banks under the Term Loan Agreement
and to provide the Banks the benefit of the lien of the Indenture with respect
to the 2009 Collateral Series Bonds.

         The obligation of the Company to make payments with respect to the
principal of the 2009 Collateral Series Bonds shall be fully or partially, as
the case may be, satisfied and discharged to the extent that, at the time that
any such payment shall be due, the then due principal of the Term Loans included
in the Obligations shall have been fully or partially paid. Satisfaction of any
obligation to the extent that payment is made with respect to the Term Loans
means that if any payment is made on the principal of the Term Loans, a
corresponding payment obligation with respect to the principal of the 2009
Collateral Series Bonds shall be deemed discharged in the same amount as the
payment with respect to the Term Loans discharges the outstanding obligation
with respect to such Term Loans.

         The obligation of the Company to make payments with respect to the
interest on the 2009 Collateral Series Bonds shall be fully or partially, as the
case may be, satisfied and discharged to the extent that, at the time that any
such payment shall be due, the then due interest and/or fees on the Term Loans
included in the Obligations shall have been fully or partially paid.
Satisfaction of any obligation to the extent that payment is made with respect
to the Term Loans means that if any payment is made on the interest and/or fees
on the Term Loans, a corresponding payment obligation with respect to the
interest on the 2009 Collateral Series

                                      - 5 -

<PAGE>

Bonds shall be deemed discharged in the same amount as the payment with respect
to the Term Loans discharges the outstanding obligation with respect to such
Term Loans.

         The Trustee may at any time and all times conclusively assume that the
obligation of the Company to make payments with respect to the principal of and
interest on this bond, so far as such payments at the time have become due, has
been fully satisfied and discharged unless and until the Trustee shall have
received a written notice from the Agent stating (i) that timely payment of
principal and interest on the 2009 Collateral Series Bonds has not been made,
(ii) that the Company is in arrears as to the payments required to be made by it
to the Agent pursuant to the Term Loan Agreement, and (iii) the amount of the
arrearage.

         If an Event of Default (as defined in the Term Loan Agreement) with
respect to the payment of the principal of any Term Loans shall have occurred,
it shall be deemed to be a default for purposes of Section 11.01 of the
Indenture in the payment of the principal of the 2009 Collateral Series Bonds
equal to the amount of such unpaid principal (but in no event in excess of the
principal amount of the 2009 Collateral Series Bonds). If an Event of Default
(as defined in the Term Loan Agreement) with respect to the payment of interest
on any Term Loans or fees shall have occurred, it shall be deemed to be a
default for purposes of Section 11.01 of the Indenture in the payment of the
interest on the 2009 Collateral Series Bonds equal to the amount of such unpaid
interest or fees.

         This bond is not redeemable except upon written demand of the Agent
following the occurrence of an Event of Default under the Term Loan Agreement
and the acceleration of the Obligations, as provided in Section 9.2 of the Term
Loan Agreement. This bond is not redeemable by the operation of the improvement
fund or the maintenance and replacement provisions of the Indenture or with the
proceeds of released property.

         In case of certain defaults as specified in the Indenture, the
principal of this bond may be declared or may become due and payable on the
conditions, at the time, in the manner and with the effect provided in the
Indenture. The holders of certain specified percentages of the bonds at the time
outstanding, including in certain cases specified percentages of bonds of
particular series, may in certain cases, to the extent and as provided in the
Indenture, waive certain defaults thereunder and the consequences of such
defaults.

         The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than seventy-five per
centum in principal amount of the bonds (exclusive of bonds disqualified by
reason of the Company's interest therein) at the time outstanding, including, if
more than one series of bonds shall be at the time outstanding, not less than
sixty per centum in principal amount of each series affected, to effect, by an
indenture supplemental to the Indenture, modifications or alterations of the
Indenture and of the rights and obligations of the Company and the rights of the
holders of the bonds and coupons; provided, however, that no such modification
or alteration shall be made without the written approval or consent of the
holder hereof which will (a) extend the maturity of this bond or reduce the rate
or extend the time of payment of interest hereon or reduce the amount of the
principal hereof, or (b) permit the creation of any lien, not otherwise
permitted, prior to or on a parity with the lien of the Indenture, or (c) reduce
the percentage of the principal amount of the bonds the holders of which are
required to approve any such supplemental indenture.

                                      - 6 -

<PAGE>

         The Company reserves the right, without any consent, vote or other
action by holders of the 2009 Collateral Series Bonds or any other series
created after the Sixty-eighth Supplemental Indenture to amend the Indenture to
reduce the percentage of the principal amount of bonds the holders of which are
required to approve any supplemental indenture (other than any supplemental
indenture which is subject to the proviso contained in the immediately preceding
sentence) (a) from not less than seventy-five per centum (including sixty per
centum of each series affected) to not less than a majority in principal amount
of the bonds at the time outstanding or (b) in case fewer than all series are
affected, not less than a majority in principal amount of the bonds of all
affected series, voting together.

         No recourse shall be had for the payment of the principal of or
interest on this bond, or for any claim based hereon, or otherwise in respect
hereof or of the Indenture, to or against any incorporator, stockholder,
director or officer, past, present or future, as such, of the Company, or of any
predecessor or successor company, either directly or through the Company, or
such predecessor or successor company, or otherwise, under any constitution or
statute or rule of law, or by the enforcement of any assessment or penalty, or
otherwise, all such liability of incorporators, stockholders, directors and
officers, as such, being waived and released by the holder and owner hereof by
the acceptance of this bond and being likewise waived and released by the terms
of the Indenture.

         This bond shall be exchangeable for other registered bonds of the same
series, in the manner and upon the conditions prescribed in the Indenture, upon
the surrender of such bonds at the Investor Services Department of the Company,
as transfer agent. However, notwithstanding the provisions of Section 2.05 of
the Indenture, no charge shall be made upon any registration of transfer or
exchange of bonds of said series other than for any tax or taxes or other
governmental charge required to be paid by the Company.

         The Agent shall surrender this bond to the Trustee when all of the
principal of and interest on the Term Loans arising under the Term Loan
Agreement, and all of the fees payable pursuant to the Term Loan Agreement,
shall have been duly paid, and the Term Loan Agreement shall have been
terminated.

      [END OF FORM OF REGISTERED BOND OF THE 2009 COLLATERAL SERIES BONDS]

                                      - 7 -

<PAGE>

         AND WHEREAS all acts and things necessary to make the 2009 Collateral
Series Bonds, when duly executed by the Company and authenticated by the Trustee
or its agent and issued as prescribed in the Indenture, as heretofore
supplemented and amended, and this Supplemental Indenture provided, the valid,
binding and legal obligations of the Company, and to constitute the Indenture,
as supplemented and amended as aforesaid, as well as by this Supplemental
Indenture, a valid, binding and legal instrument for the security thereof, have
been done and performed, and the creation, execution and delivery of this
Supplemental Indenture and the creation, execution and issuance of bonds subject
to the terms hereof and of the Indenture, as so supplemented and amended, have
in all respects been duly authorized;

         NOW, THEREFORE, in consideration of the premises, of the acceptance and
purchase by the holders thereof of the bonds issued and to be issued under the
Indenture, as supplemented and amended as above set forth, and of the sum of One
Dollar duly paid by the Trustee to the Company, and of other good and valuable
considerations, the receipt whereof is hereby acknowledged, and for the purpose
of securing the due and punctual payment of the principal of and premium, if
any, and interest on all bonds now outstanding under the Indenture and the
$140,000,000 principal amount of the 2009 Collateral Series Bonds proposed to be
issued initially and all other bonds which shall be issued under the Indenture,
as supplemented and amended from time to time, and for the purpose of securing
the faithful performance and observance of all covenants and conditions therein,
and in any indenture supplemental thereto, set forth, the Company has given,
granted, bargained, sold, released, transferred, assigned, hypothecated,
pledged, mortgaged, confirmed, set over, warranted, alienated and conveyed and
by these presents does give, grant, bargain, sell, release, transfer, assign,
hypothecate, pledge, mortgage, confirm, set over, warrant, alien and convey unto
JPMorgan Chase Bank, as Trustee, as provided in the Indenture, and its successor
or successors in the trust thereby and hereby created and to its or their
assigns forever, all the right, title and interest of the Company in and to all
the property, described in Section 11 hereof, together (subject to the
provisions of Article X of the Indenture) with the tolls, rents, revenues,
issues, earnings, income, products and profits thereof, excepting, however, the
property, interests and rights specifically excepted from the lien of the
Indenture as set forth in the Indenture;

         TOGETHER WITH all and singular the tenements, hereditaments and
appurtenances belonging or in any wise appertaining to the premises, property,
franchises and rights, or any thereof, referred to in the foregoing granting
clause, with the reversion and reversions, remainder and remainders and (subject
to the provisions of Article X of the Indenture) the tolls, rents, revenues,
issues, earnings, income, products and profits thereof, and all the estate,
right, title and interest and claim whatsoever, at law as well as in equity,
which the Company now has or may hereafter acquire in and to the aforesaid
premises, property, franchises and rights and every part and parcel thereof;

         SUBJECT, HOWEVER, with respect to such premises, property, franchises
and rights, to excepted encumbrances as said term is defined in Section 1.02 of
the Indenture, and subject also to all defects and limitations of title and to
all encumbrances existing at the time of acquisition. TO HAVE AND TO HOLD all
said premises, property, franchises and rights hereby conveyed, assigned,
pledged or mortgaged, or intended so to be, unto the Trustee, its successor or
successors in trust and their assigns forever;

                                      - 8 -

<PAGE>

         BUT IN TRUST, NEVERTHELESS, with power of sale for the equal and
proportionate benefit and security of the holders of all bonds now or hereafter
authenticated and delivered under and secured by the Indenture and interest
coupons appurtenant thereto, pursuant to the provisions of the Indenture and of
any supplemental indenture, and for the enforcement of the payment of said bonds
and coupons when payable and the performance of and compliance with the
covenants and conditions of the Indenture and of any supplemental indenture,
without any preference, distinction or priority as to lien or otherwise of any
bond or bonds over others by reason of the difference in time of the actual
authentication, delivery, issue, sale or negotiation thereof or for any other
reason whatsoever, except as otherwise expressly provided in the Indenture; and
so that each and every bond now or hereafter authenticated and delivered
thereunder shall have the same lien, and so that the principal of and premium,
if any, and interest on every such bond shall, subject to the terms thereof, be
equally and proportionately secured, as if it had been made, executed,
authenticated, delivered, sold and negotiated simultaneously with the execution
and delivery thereof;

         AND IT IS EXPRESSLY DECLARED by the Company that all bonds
authenticated and delivered under and secured by the Indenture, as supplemented
and amended as above set forth, are to be issued, authenticated and delivered,
and all said premises, property, franchises and rights hereby and by the
Indenture and indentures supplemental thereto conveyed, assigned, pledged or
mortgaged, or intended so to be, are to be dealt with and disposed of under,
upon and subject to the terms, conditions, stipulations, covenants, agreements,
trusts, uses and purposes expressed in the Indenture, as supplemented and
amended as above set forth, and the parties hereto mutually agree as follows:

         SECTION 1. There is hereby created one series of bonds (the "2009
Collateral Series Bonds") designated as hereinabove provided, which shall also
bear the descriptive title "First Mortgage Bond", and the form thereof shall be
substantially as hereinbefore set forth (the "Sample Bond"). The 2009 Collateral
Series Bonds shall be issued in the aggregate principal amount of $140,000,000,
shall mature on March 26, 2009 and shall be issued only as registered bonds
without coupons in denominations of $1,000 and any multiple thereof. The serial
numbers of the 2009 Collateral Series Bonds shall be such as may be approved by
any officer of the Company, the execution thereof by any such officer either
manually or by facsimile signature to be conclusive evidence of such approval.
The 2009 Collateral Series Bonds are to be issued to and registered in the name
of the Agent under the Term Loan Agreement (as such terms are defined in the
Sample Bond) to evidence and secure any and all Obligations (as such term is
defined in the Term Loan Agreement) of the Company under the Term Loan
Agreement.

         The 2009 Collateral Series Bonds shall bear interest as set forth in
the Sample Bond. The principal of and the interest on said bonds shall be
payable as set forth in the Sample Bond.

         The obligation of the Company to make payments with respect to the
principal of 2009 Collateral Series Bonds shall be fully or partially, as the
case may be, satisfied and discharged to the extent that, at the time that any
such payment shall be due, the then due principal of the Term Loans included in
the Obligations shall have been fully or partially paid. Satisfaction of any
obligation to the extent that payment is made with respect to the Term Loans
means that if any payment is made on the principal of the Term Loans, a
corresponding payment obligation with respect to the principal of the 2009
Collateral Series Bonds shall be deemed discharged in the

                                      - 9 -

<PAGE>

same amount as the payment with respect to the Term Loans discharges the
outstanding obligation with respect to such Term Loans.

         The obligation of the Company to make payments with respect to the
interest on 2009 Collateral Series Bonds shall be fully or partially, as the
case may be, satisfied and discharged to the extent that, at the time that any
such payment shall be due, the then due interest and/or fees on the Term Loans
included in the Obligations shall have been fully or partially paid.
Satisfaction of any obligation to the extent that payment is made with respect
to the Term Loans means that if any payment is made on the interest and/or fees
on the Term Loans, a corresponding payment obligation with respect to the
interest on the 2009 Collateral Series Bonds shall be deemed discharged in the
same amount as the payment with respect to the Term Loans discharges the
outstanding obligation with respect to such Term Loans.

         The Trustee may at any time and all times conclusively assume that the
obligation of the Company to make payments with respect to the principal of and
interest on the 2009 Collateral Series Bonds, so far as such payments at the
time have become due, has been fully satisfied and discharged unless and until
the Trustee shall have received a written notice from the Agent stating (i) that
timely payment of principal and interest on the 2009 Collateral Series Bonds has
not been made, (ii) that the Company is in arrears as to the payments required
to be made by it to the Agent pursuant to the Term Loan Agreement, and (iii) the
amount of the arrearage.

         The 2009 Collateral Series Bonds shall be exchangeable for other
registered bonds of the same series, in the manner and upon the conditions
prescribed in the Indenture, upon the surrender of such bonds at the Investor
Services Department of the Company, as transfer agent. However, notwithstanding
the provisions of Section 2.05 of the Indenture, no charge shall be made upon
any registration of transfer or exchange of bonds of said series other than for
any tax or taxes or other governmental charge required to be paid by the
Company.

         SECTION 2. The 2009 Collateral Series Bonds are not redeemable by the
operation of the maintenance and replacement provisions of this Indenture or
with the proceeds of released property.

         SECTION 3. Upon the occurrence of an Event of Default under the Term
Loan Agreement and the acceleration of the Obligations, the 2009 Collateral
Series Bonds shall be redeemable in whole upon receipt by the Trustee of a
written demand from the Agent stating that there has occurred under the Term
Loan Agreement both an Event of Default and a declaration of acceleration of the
Obligations and demanding redemption of the 2009 Collateral Series Bonds
(including a description of the amount of principal, interest and fees which
comprise such Obligations). The Company waives any right it may have to prior
notice of such redemption under the Indenture. Upon surrender of the 2009
Collateral Series Bonds by the Agent to the Trustee, the 2009 Collateral Series
Bonds shall be redeemed at a redemption price equal to the aggregate amount of
the Obligations.

         SECTION 4. The Company reserves the right, without any consent, vote or
other action by the holder of the 2009 Collateral Series Bonds or of any
subsequent series of bonds issued under the Indenture, to make such amendments
to the Indenture, as supplemented, as shall be necessary in order to amend
Section 17.02 to read as follows:

                                     - 10 -

<PAGE>

                  SECTION 17.02. With the consent of the holders of not less
         than a majority in principal amount of the bonds at the time
         outstanding or their attorneys-in-fact duly authorized, or, if fewer
         than all series are affected, not less than a majority in principal
         amount of the bonds at the time outstanding of each series the rights
         of the holders of which are affected, voting together, the Company,
         when authorized by a resolution, and the Trustee may from time to time
         and at any time enter into an indenture or indentures supplemental
         hereto for the purpose of adding any provisions to or changing in any
         manner or eliminating any of the provisions of this Indenture or of any
         supplemental indenture or modifying the rights and obligations of the
         Company and the rights of the holders of any of the bonds and coupons;
         provided, however, that no such supplemental indenture shall (1) extend
         the maturity of any of the bonds or reduce the rate or extend the time
         of payment of interest thereon, or reduce the amount of the principal
         thereof, or reduce any premium payable on the redemption thereof,
         without the consent of the holder of each bond so affected, or (2)
         permit the creation of any lien, not otherwise permitted, prior to or
         on a parity with the lien of this Indenture, without the consent of the
         holders of all the bonds then outstanding, or (3) reduce the aforesaid
         percentage of the principal amount of bonds the holders of which are
         required to approve any such supplemental indenture, without the
         consent of the holders of all the bonds then outstanding. For the
         purposes of this Section, bonds shall be deemed to be affected by a
         supplemental indenture if such supplemental indenture adversely affects
         or diminishes the rights of holders thereof against the Company or
         against its property. The Trustee may in its discretion determine
         whether or not, in accordance with the foregoing, bonds of any
         particular series would be affected by any supplemental indenture and
         any such determination shall be conclusive upon the holders of bonds of
         such series and all other series. Subject to the provisions of Sections
         16.02 and 16.03 hereof, the Trustee shall not be liable for any
         determination made in good faith in connection herewith.

                  Upon the written request of the Company, accompanied by a
         resolution authorizing the execution of any such supplemental
         indenture, and upon the filing with the Trustee of evidence of the
         consent of bondholders as aforesaid (the instrument or instruments
         evidencing such consent to be dated within one year of such request),
         the Trustee shall join with the Company in the execution of such
         supplemental indenture unless such supplemental indenture affects the
         Trustee's own rights, duties or immunities under this Indenture or
         otherwise, in which case the Trustee may in its discretion but shall
         not be obligated to enter into such supplemental indenture.

                  It shall not be necessary for the consent of the bondholders
         under this Section to approve the particular form of any proposed
         supplemental indenture, but it shall be sufficient if such consent
         shall approve the substance thereof.

                  The Company and the Trustee, if they so elect, and either
         before or after such consent has been obtained, may require the holder
         of any bond consenting to the execution of any such supplemental
         indenture to submit his bond to the Trustee or to ask such bank, banker
         or trust company as may be designated by the Trustee

                                     - 11 -

<PAGE>

         for the purpose, for the notation thereon of the fact that the holder
         of such bond has consented to the execution of such supplemental
         indenture, and in such case such notation, in form satisfactory to the
         Trustee, shall be made upon all bonds so submitted, and such bonds
         bearing such notation shall forthwith be returned to the persons
         entitled thereto.

                  Prior to the execution by the Company and the Trustee of any
         supplemental indenture pursuant to the provisions of this Section, the
         Company shall publish a notice, setting forth in general terms the
         substance of such supplemental indenture, at least once in one daily
         newspaper of general circulation in each city in which the principal of
         any of the bonds shall be payable, or, if all bonds outstanding shall
         be registered bonds without coupons or coupon bonds registered as to
         principal, such notice shall be sufficiently given if mailed, first
         class, postage prepaid, and registered if the Company so elects, to
         each registered holder of bonds at the last address of such holder
         appearing on the registry books, such publication or mailing, as the
         case may be, to be made not less than thirty days prior to such
         execution. Any failure of the Company to give such notice, or any
         defect therein, shall not, however, in any way impair or affect the
         validity of any such supplemental indenture.

         SECTION 5. As supplemented and amended as above set forth, the
Indenture is in all respects ratified and confirmed, and the Indenture and all
indentures supplemental thereto shall be read, taken and construed as one and
the same instrument.

         SECTION 6. Nothing contained in this Supplemental Indenture shall, or
shall be construed to, confer upon any person other than a holder of bonds
issued under the Indenture, as supplemented and amended as above set forth, the
Company, the Trustee and the Agent, for the benefit of the Banks (as such term
is defined in the Term Loan Agreement), any right or interest to avail himself
of any benefit under any provision of the Indenture, as so supplemented and
amended.

         SECTION 7. The Trustee assumes no responsibility for or in respect of
the validity or sufficiency of this Supplemental Indenture or of the Indenture
as hereby supplemented or the due execution hereof by the Company or for or in
respect of the recitals and statements contained herein (other than those
contained in the sixth, seventh and eighth recitals hereof), all of which
recitals and statements are made solely by the Company.

         SECTION 8. This Supplemental Indenture may be simultaneously executed
in several counterparts and all such counterparts executed and delivered, each
as an original, shall constitute but one and the same instrument.

         SECTION 9. In the event the date of any notice required or permitted
hereunder shall not be a Business Day, then (notwithstanding any other provision
of the Indenture or of any supplemental indenture thereto) such notice need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the date fixed for such notice.
"Business Day" means, with respect to this Section 9, any day, other than a
Saturday or Sunday, on which banks generally are open in New York, New York and
Dallas,

                                     - 12 -

<PAGE>

Texas for the conduct of substantially all of their commercial lending
activities and on which interbank wire transfers can be made on the Fedwire
system.

         SECTION 10. This Supplemental Indenture and the 2009 Collateral Series
Bonds shall be governed by and deemed to be a contract under, and construed in
accordance with, the laws of the State of Michigan, and for all purposes shall
be construed in accordance with the laws of such state, except as may otherwise
be required by mandatory provisions of law.

         SECTION 11. Detailed Description of Property Mortgaged:

                                       I.

                       ELECTRIC GENERATING PLANTS AND DAMS

         All the electric generating plants and stations of the Company,
constructed or otherwise acquired by it and not heretofore described in the
Indenture or any supplement thereto and not heretofore released from the lien of
the Indenture, including all powerhouses, buildings, reservoirs, dams,
pipelines, flumes, structures and works and the land on which the same are
situated and all water rights and all other lands and easements, rights of way,
permits, privileges, towers, poles, wires, machinery, equipment, appliances,
appurtenances and supplies and all other property, real or personal, forming a
part of or appertaining to or used, occupied or enjoyed in connection with such
plants and stations or any of them, or adjacent thereto.

                                       II.

                           ELECTRIC TRANSMISSION LINES

         All the electric transmission lines of the Company, constructed or
otherwise acquired by it and not heretofore described in the Indenture or any
supplement thereto and not heretofore released from the lien of the Indenture,
including towers, poles, pole lines, wires, switches, switch racks,
switchboards, insulators and other appliances and equipment, and all other
property, real or personal, forming a part of or appertaining to or used,
occupied or enjoyed in connection with such transmission lines or any of them or
adjacent thereto; together with all real property, rights of way, easements,
permits, privileges, franchises and rights for or relating to the construction,
maintenance or operation thereof, through, over, under or upon any private
property or any public streets or highways, within as well as without the
corporate limits of any municipal corporation. Also all the real property,
rights of way, easements, permits, privileges and rights for or relating to the
construction, maintenance or operation of certain transmission lines, the land
and rights for which are owned by the Company, which are either not built or now
being constructed.

                                      III.

                          ELECTRIC DISTRIBUTION SYSTEMS

         All the electric distribution systems of the Company, constructed or
otherwise acquired by it and not heretofore described in the Indenture or any
supplement thereto and not heretofore released from the lien of the Indenture,
including substations, transformers, switchboards,

                                     - 13 -

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towers, poles, wires, insulators, subways, trenches, conduits, manholes, cables,
meters and other appliances and equipment, and all other property, real or
personal, forming a part of or appertaining to or used, occupied or enjoyed in
connection with such distribution systems or any of them or adjacent thereto;
together with all real property, rights of way, easements, permits, privileges,
franchises, grants and rights, for or relating to the construction, maintenance
or operation thereof, through, over, under or upon any private property or any
public streets or highways within as well as without the corporate limits of any
municipal corporation.

                                       IV.

               ELECTRIC SUBSTATIONS, SWITCHING STATIONS AND SITES

         All the substations, switching stations and sites of the Company,
constructed or otherwise acquired by it and not heretofore described in the
Indenture or any supplement thereto and not heretofore released from the lien of
the Indenture, for transforming, regulating, converting or distributing or
otherwise controlling electric current at any of its plants and elsewhere,
together with all buildings, transformers, wires, insulators and other
appliances and equipment, and all other property, real or personal, forming a
part of or appertaining to or used, occupied or enjoyed in connection with any
of such substations and switching stations, or adjacent thereto, with sites to
be used for such purposes.

                                       V.

   GAS COMPRESSOR STATIONS, GAS PROCESSING PLANTS, DESULPHURIZATION STATIONS,
           METERING STATIONS, ODORIZING STATIONS, REGULATORS AND SITES

         All the compressor stations, processing plants, desulphurization
stations, metering stations, odorizing stations, regulators and sites of the
Company, constructed or otherwise acquired by it and not heretofore described in
the Indenture or any supplement thereto and not heretofore released from the
lien of the Indenture, for compressing, processing, desulphurizing, metering,
odorizing and regulating manufactured or natural gas at any of its plants and
elsewhere, together with all buildings, meters and other appliances and
equipment, and all other property, real or personal, forming a part of or
appertaining to or used, occupied or enjoyed in connection with any of such
purposes, with sites to be used for such purposes.

                                       VI.

                               GAS STORAGE FIELDS

         The natural gas rights and interests of the Company, including wells
and well lines (but not including natural gas, oil and minerals), the gas
gathering system, the underground gas storage rights, the underground gas
storage wells and injection and withdrawal system used in connection therewith,
constructed or otherwise acquired by it and not heretofore described in the
Indenture or any supplement thereto and not heretofore released from the lien of
the Indenture: In the Overisel Gas Storage Field, located in the Township of
Overisel, Allegan County, and in the Township of Zeeland, Ottawa County,
Michigan; in the Northville Gas Storage Field located

                                     - 14 -

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in the Township of Salem, Washtenaw County, Township of Lyon, Oakland County,
and the Townships of Northville and Plymouth and City of Plymouth, Wayne County,
Michigan; in the Salem Gas Storage Field, located in the Township of Salem,
Allegan County, and in the Township of Jamestown, Ottawa County, Michigan; in
the Ray Gas Storage Field, located in the Townships of Ray and Armada, Macomb
County, Michigan; in the Lenox Gas Storage Field, located in the Townships of
Lenox and Chesterfield, Macomb County, Michigan; in the Ira Gas Storage Field,
located in the Township of Ira, St. Clair County, Michigan; in the Puttygut Gas
Storage Field, located in the Township of Casco, St. Clair County, Michigan; in
the Four Corners Gas Storage Field, located in the Townships of Casco, China,
Cottrellville and Ira, St. Clair County, Michigan; in the Swan Creek Gas Storage
Field, located in the Township of Casco and Ira, St. Clair County, Michigan; and
in the Hessen Gas Storage Field, located in the Townships of Casco and Columbus,
St. Clair, Michigan.

                                      VII.

                             GAS TRANSMISSION LINES

         All the gas transmission lines of the Company, constructed or otherwise
acquired by it and not heretofore described in the Indenture or any supplement
thereto and not heretofore released from the lien of the Indenture, including
gas mains, pipes, pipelines, gates, valves, meters and other appliances and
equipment, and all other property, real or personal, forming a part of or
appertaining to or used, occupied or enjoyed in connection with such
transmission lines or any of them or adjacent thereto; together with all real
property, right of way, easements, permits, privileges, franchises and rights
for or relating to the construction, maintenance or operation thereof, through,
over, under or upon any private property or any public streets or highways,
within as well as without the corporate limits of any municipal corporation.

                                      VIII.

                            GAS DISTRIBUTION SYSTEMS

         All the gas distribution systems of the Company, constructed or
otherwise acquired by it and not heretofore described in the Indenture or any
supplement thereto and not heretofore released from the lien of the Indenture,
including tunnels, conduits, gas mains and pipes, service pipes, fittings,
gates, valves, connections, meters and other appliances and equipment, and all
other property, real or personal, forming a part of or appertaining to or used,
occupied or enjoyed in connection with such distribution systems or any of them
or adjacent thereto; together with all real property, rights of way, easements,
permits, privileges, franchises, grants and rights, for or relating to the
construction, maintenance or operation thereof, through, over, under or upon any
private property or any public streets or highways within as well as without the
corporate limits of any municipal corporation.

                                     - 15 -

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                                       IX.

               OFFICE BUILDINGS, SERVICE BUILDINGS, GARAGES, ETC.

         All office, garage, service and other buildings of the Company,
wherever located, in the State of Michigan, constructed or otherwise acquired by
it and not heretofore described in the Indenture or any supplement thereto and
not heretofore released from the lien of the Indenture, together with the land
on which the same are situated and all easements, rights of way and
appurtenances to said lands, together with all furniture and fixtures located in
said buildings.

                                       X.

                            TELEPHONE PROPERTIES AND
                          RADIO COMMUNICATION EQUIPMENT

         All telephone lines, switchboards, systems and equipment of the
Company, constructed or otherwise acquired by it and not heretofore described in
the Indenture or any supplement thereto and not heretofore released from the
lien of the Indenture, used or available for use in the operation of its
properties, and all other property, real or personal, forming a part of or
appertaining to or used, occupied or enjoyed in connection with such telephone
properties or any of them or adjacent thereto; together with all real estate,
rights of way, easements, permits, privileges, franchises, property, devices or
rights related to the dispatch, transmission, reception or reproduction of
messages, communications, intelligence, signals, light, vision or sound by
electricity, wire or otherwise, including all telephone equipment installed in
buildings used as general and regional offices, substations and generating
stations and all telephone lines erected on towers and poles; and all radio
communication equipment of the Company, together with all property, real or
personal (except any in the Indenture expressly excepted), fixed stations,
towers, auxiliary radio buildings and equipment, and all appurtenances used in
connection therewith, wherever located, in the State of Michigan.

                                       XI.

                               OTHER REAL PROPERTY

         All other real property of the Company and all interests therein, of
every nature and description (except any in the Indenture expressly excepted)
wherever located, in the State of Michigan, acquired by it and not heretofore
described in the Indenture or any supplement thereto and not heretofore released
from the lien of the Indenture. Such real property includes but is not limited
to the following described property, such property is subject to any interests
that were excepted or reserved in the conveyance to the Company:

                                  ALCONA COUNTY

         Certain land in Caledonia Township, Alcona County, Michigan described
         as:

                  The East 330 feet of the South 660 feet of the SW 1/4 of the
         SW 1/4 of Section 8, T28N, R8E, except the West 264 feet of the South
         330 feet thereof; said land being more particularly described as
         follows: To find the place of

                                     - 16 -

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         beginning of this description, commence at the Southwest corner of said
         section, run thence East along the South line of said section 1243 feet
         to the place of beginning of this description, thence continuing East
         along said South line of said section 66 feet to the West 1/8 line of
         said section, thence N 02 degrees 09' 30" E along the said West 1/8
         line of said section 660 feet, thence West 330 feet, thence S 02
         degrees 09' 30" W, 330 feet, thence East 264 feet, thence S 02 degrees
         09' 30" W, 330 feet to the place of beginning.

                                 ALLEGAN COUNTY

         Certain land in Lee Township, Allegan County, Michigan described as:

                  The NE 1/4 of the NW 1/4 of Section 16, T1N, R15W.

                                  ALPENA COUNTY

         Certain land in Wilson and Green Townships, Alpena County, Michigan
         described as:

                  All that part of the S'ly 1/2 of the former Boyne City-Gaylord
         and Alpena Railroad right of way, being the Southerly 50 feet of a 100
         foot strip of land formerly occupied by said Railroad, running from the
         East line of Section 31, T31N, R7E, Southwesterly across said Section
         31 and Sections 5 and 6 of T30N, R7E and Sections 10, 11 and the E 1/2
         of Section 9, except the West 1646 feet thereof, all in T30N, R6E.

                                  ANTRIM COUNTY

         Certain land in Mancelona Township, Antrim County, Michigan described
         as:

                  The S 1/2 of the NE 1/4 of Section 33, T29N, R6W, excepting
         therefrom all mineral, coal, oil and gas and such other rights as were
         reserved unto the State of Michigan in that certain deed running from
         the State of Michigan to August W. Schack and Emma H. Schack, his wife,
         dated April 15, 1946 and recorded May 20, 1946 in Liber 97 of Deeds on
         page 682 of Antrim County Records.

                                  ARENAC COUNTY

         Certain land in Standish Township, Arenac County, Michigan described
         as:

                  A parcel of land in the SW 1/4 of the NW 1/4 of Section 12,
         T18N, R4E, described as follows: To find the place of beginning of said
         parcel of land, commence at the Northwest corner of Section 12, T18N,
         R4E; run thence South along the West line of said section, said West
         line of said section being also the center line of East City Limits
         Road 2642.15 feet to the W 1/4 post of said section and the place of
         beginning of said parcel of land; running thence N 88 degrees 26' 00" E
         along the East and West 1/4 line of said section, 660.0 feet; thence
         North parallel with the West line of said section, 310.0 feet; thence S
         88 degrees 26' 00"

                                     - 17 -

<PAGE>

         W, 330.0 feet; thence South parallel with the West line of said
         section, 260.0 feet; thence S 88 degrees 26' 00" W, 330.0 feet to the
         West line of said section and the center line of East City Limits Road;
         thence South along the said West line of said section, 50.0 feet to the
         place of beginning.

                                  BARRY COUNTY

         Certain land in Johnstown Township, Barry County, Michigan described
         as:

                  A strip of land 311 feet in width across the SW 1/4 of the NE
         1/4 of Section 31, T1N, R8W, described as follows: To find the place of
         beginning of this description, commence at the E 1/4 post of said
         section; run thence N 00 degrees 55' 00" E along the East line of said
         section, 555.84 feet; thence N 59 degrees 36' 20" W, 1375.64 feet;
         thence N 88 degrees 30' 00" W, 130 feet to a point on the East 1/8 line
         of said section and the place of beginning of this description; thence
         continuing N 88 degrees 30' 00" W, 1327.46 feet to the North and South
         1/4 line of said section; thence S 00 degrees 39'35" W along said North
         and South 1/4 line of said section, 311.03 feet to a point, which said
         point is 952.72 feet distant N'ly from the East and West 1/4 line of
         said section as measured along said North and South 1/4 line of said
         section; thence S 88 degrees 30' 00" E, 1326.76 feet to the East 1/8
         line of said section; thence N 00 degrees 47' 20" E along said East 1/8
         line of said section, 311.02 feet to the place of beginning.

                                   BAY COUNTY

         Certain land in Frankenlust Township, Bay County, Michigan described
         as:

                  The South 250 feet of the N 1/2 of the W 1/2 of the W 1/2 of
         the SE 1/4 of Section 9, T13N, R4E.

                                  BENZIE COUNTY

         Certain land in Benzonia Township, Benzie County, Michigan described
         as:

                  A parcel of land in the Northeast 1/4 of Section 7, Township
         26 North, Range 14 West, described as beginning at a point on the East
         line of said Section 7, said point being 320 feet North measured along
         the East line of said section from the East 1/4 post; running thence
         West 165 feet; thence North parallel with the East line of said section
         165 feet; thence East 165 feet to the East line of said section; thence
         South 165 feet to the place of beginning.

                                  BRANCH COUNTY

         Certain land in Girard Township, Branch County, Michigan described as:

                  A parcel of land in the NE 1/4 of Section 23 T5S, R6W,
         described a beginning at a point on the North and South quarter line of
         said section at a point

                                     - 18 -

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         1278.27 feet distant South of the North quarter post of said section,
         said distance being measured along the North and South quarter line of
         said section, running thence S89 degrees21'E 250 feet, thence North
         along a line parallel with the said North and South quarter line of
         said section 200 feet, thence N89 degrees21'W 250 feet to the North and
         South quarter line of said section, thence South along said North and
         South quarter line of said section 200 feet to the place of beginning.

                                 CALHOUN COUNTY

         Certain land in Convis Township, Calhoun County, Michigan described as:

                  A parcel of land in the SE 1/4 of the SE 1/4 of Section 32,
         T1S, R6W, described as follows: To find the place of beginning of this
         description, commence at the Southeast corner of said section; run
         thence North along the East line of said section 1034.32 feet to the
         place of beginning of this description; running thence N 89 degrees 39'
         52" W, 333.0 feet; thence North 290.0 feet to the South 1/8 line of
         said section; thence S 89 degrees 39' 52" E along said South 1/8 line
         of said section 333.0 feet to the East line of said section; thence
         South along said East line of said section 290.0 feet to the place of
         beginning. (Bearings are based on the East line of Section 32, T1S,
         R6W, from the Southeast corner of said section to the Northeast corner
         of said section assumed as North.)

                                   CASS COUNTY

         Certain easement rights located across land in Marcellus Township, Cass
         County, Michigan described as:

                  The East 6 rods of the SW 1/4 of the SE 1/4 of Section 4, T5S,
         R13W.

                                CHARLEVOIX COUNTY

         Certain land in South Arm Township, Charlevoix County, Michigan
         described as:

                  A parcel of land in the SW 1/4 of Section 29, T32N, R7W,
         described as follows: Beginning at the Southwest corner of said section
         and running thence North along the West line of said section 788.25
         feet to a point which is 528 feet distant South of the South 1/8 line
         of said section as measured along the said West line of said section;
         thence N 89 degrees 30' 19" E, parallel with said South 1/8 line of
         said section 442.1 feet; thence South 788.15 feet to the South line of
         said section; thence S 89 degrees 29' 30" W, along said South line of
         said section 442.1 feet to the place of beginning.

                                     - 19 -

<PAGE>

                                CHEBOYGAN COUNTY

         Certain land in Inverness Township, Cheboygan County, Michigan
         described as:

                  A parcel of land in the SW frl 1/4 of Section 31, T37N, R2W,
         described as beginning at the Northwest corner of the SW frl 1/4,
         running thence East on the East and West quarter line of said Section,
         40 rods, thence South parallel to the West line of said Section 40
         rods, thence West 40 rods to the West line of said Section, thence
         North 40 rods to the place of beginning.

                                  CLARE COUNTY

         Certain land in Frost Township, Clare County, Michigan described as:

                  The East 150 feet of the North 225 feet of the NW 1/4 of the
         NW 1/4 of Section 15, T20N, R4W.

                                 CLINTON COUNTY

         Certain land in Watertown Township, Clinton County, Michigan described
         as:

                  The NE 1/4 of the NE 1/4 of the SE 1/4 of Section 22, and the
         North 165 feet of the NW 1/4 of the NE 1/4 of the SE 1/4 of Section 22,
         T5N, R3W.

                                 CRAWFORD COUNTY

         Certain land in Lovells Township, Crawford County, Michigan described
         as:

                  A parcel of land in Section 1, T28N, R1W, described as:
         Commencing at NW corner said section; thence South 89 degrees53'30"
         East along North section line 105.78 feet to point of beginning; thence
         South 89 degrees53'30" East along North section line 649.64 feet;
         thence South 55 degrees 42'30" East 340.24 feet; thence South 55
         degrees 44' 37"" East 5,061.81 feet to the East section line; thence
         South 00 degrees 00' 08"" West along East section line 441.59 feet;
         thence North 55 degrees 44' 37" West 5,310.48 feet; thence North 55
         degrees 42'30" West 877.76 feet to point of beginning.

                                  EATON COUNTY

         Certain land in Eaton Township, Eaton County, Michigan described as:

                  A parcel of land in the SW 1/4 of Section 6, T2N, R4W,
         described as follows: To find the place of beginning of this
         description commence at the Southwest corner of said section; run
         thence N 89 degrees 51' 30" E along the South line of said section 400
         feet to the place of beginning of this description; thence continuing N
         89 degrees 51' 30" E, 500 feet; thence N 00 degrees 50' 00" W, 600
         feet; thence S 89 degrees 51' 30" W parallel with the South line of
         said

                                     - 20 -

<PAGE>

         section 500 feet; thence S 00 degrees 50' 00" E, 600 feet to the place
         of beginning.

                                  EMMET COUNTY

         Certain land in Wawatam Township, Emmet County, Michigan described as:

                  The West 1/2 of the Northeast 1/4 of the Northeast 1/4 of
         Section 23, T39N, R4W.

                                 GENESEE COUNTY

         Certain land in Argentine Township, Genesee County, Michigan described
         as:

                  A parcel of land of part of the SW 1/4 of Section 8, T5N, R5E,
         being more particularly described as follows:

                  Beginning at a point of the West line of Duffield Road, 100
         feet wide, (as now established) distant 829.46 feet measured N01
         degrees42'56"W and 50 feet measured S88 degrees14'04"W` from the South
         quarter corner, Section 8, T5N, R5E; thence S88 degrees14'04"W a
         distance of 550 feet; thence N01 degrees42'56"W a distance of 500 feet
         to a point on the North line of the South half of the Southwest quarter
         of said Section 8; thence N88 degrees14'04"E along the North line of
         South half of the Southwest quarter of said Section 8 a distance 550
         feet to a point on the West line of Duffield Road, 100 feet wide (as
         now established); thence S01 degrees42'56"E along the West line of said
         Duffield Road a distance of 500 feet to the point of beginning.

                                 GLADWIN COUNTY

         Certain land in Secord Township, Gladwin County, Michigan described as:

                  The East 400 feet of the South 450 feet of Section 2, T19N,
                                      R1E.

                              GRAND TRAVERSE COUNTY

         Certain land in Mayfield Township, Grand Traverse County, Michigan
         described as:

                  A parcel of land in the Northwest 1/4 of Section 3, T25N,
         R11W, described as follows: Commencing at the Northwest corner of said
         section, running thence S 89 degrees19'15" E along the North line of
         said section and the center line of Clouss Road 225 feet, thence South
         400 feet, thence N 89 degrees19'15" W 225 feet to the West line of said
         section and the center line of Hannah Road, thence North along the West
         line of said section and the center line of Hannah Road 400 feet to the
         place of beginning for this description.

                                     - 21 -

<PAGE>

                                 GRATIOT COUNTY

         Certain land in Fulton Township, Gratiot County, Michigan described as:

                  A parcel of land in the NE 1/4 of Section 7, Township 9 North,
         Range 3 West, described as beginning at a point on the North line of
         George Street in the Village of Middleton, which is 542 feet East of
         the North and South one-quarter (1/4) line of said Section 7; thence
         North 100 feet; thence East 100 feet; thence South 100 feet to the
         North line of George Street; thence West along the North line of George
         Street 100 feet to place of beginning.

                                HILLSDALE COUNTY

         Certain land in Litchfield Village, Hillsdale County, Michigan
         described as:

                  Lot 238 of Assessors Plat of the Village of Litchfield.

                                  HURON COUNTY

         Certain easement rights located across land in Sebewaing Township,
         Huron County, Michigan described as:

                  The North 1/2 of the Northwest 1/4 of Section 15, T15N, R9E.

                                  INGHAM COUNTY

         Certain land in Vevay Township, Ingham County, Michigan described as:

                  A parcel of land 660 feet wide in the Southwest 1/4 of Section
         7 lying South of the centerline of Sitts Road as extended to the
         North-South 1/4 line of said Section 7, T2N, R1W, more particularly
         described as follows: Commence at the Southwest corner of said Section
         7, thence North along the West line of said Section 2502.71 feet to the
         centerline of Sitts Road; thence South 89 degrees54'45" East along said
         centerline 2282.38 feet to the place of beginning of this description;
         thence continuing South 89 degrees54'45" East along said centerline and
         said centerline extended 660.00 feet to the North-South 1/4 line of
         said section; thence South 00 degrees07'20" West 1461.71 feet; thence
         North 89 degrees34'58" West 660.00 feet; thence North 00 degrees07'20"
         East 1457.91 feet to the centerline of Sitts Road and the place of
         beginning.

                                  IONIA COUNTY

         Certain land in Sebewa Township, Ionia County, Michigan described as:

                  A strip of land 280 feet wide across that part of the SW 1/4
         of the NE 1/4 of Section 15, T5N, R6W, described as follows:

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<PAGE>

                  To find the place of beginning of this description commence at
         the E 1/4 corner of said section; run thence N 00 degrees 05' 38" W
         along the East line of said section, 1218.43 feet; thence S 67 degrees
         18' 24" W, 1424.45 feet to the East 1/8 line of said section and the
         place of beginning of this description; thence continuing S 67 degrees
         18' 24" W, 1426.28 feet to the North and South 1/4 line of said section
         at a point which said point is 105.82 feet distant N'ly of the center
         of said section as measured along said North and South 1/4 line of said
         section; thence N 00 degrees 04' 47" E along said North and South 1/4
         line of said section, 303.67 feet; thence N 67 degrees 18' 24" E,
         1425.78 feet to the East 1/8 line of said section; thence S 00 degrees
         00' 26" E along said East 1/8 line of said section, 303.48 feet to the
         place of beginning. (Bearings are based on the East line of Section 15,
         T5N, R6W, from the E 1/4 corner of said section to the Northeast corner
         of said section assumed as N 00 degrees 05' 38" W.)

                                  IOSCO COUNTY

         Certain land in Alabaster Township, Iosco County, Michigan described
         as:

                  A parcel of land in the NW 1/4 of Section 34, T21N, R7E,
         described as follows: To find the place of beginning of this
         description commence at the N 1/4 post of said section; run thence
         South along the North and South 1/4 line of said section, 1354.40 feet
         to the place of beginning of this description; thence continuing South
         along the said North and South 1/4 line of said section, 165.00 feet to
         a point on the said North and South 1/4 line of said section which said
         point is 1089.00 feet distant North of the center of said section;
         thence West 440.00 feet; thence North 165.00 feet; thence East 440.00
         feet to the said North and South 1/4 line of said section and the place
         of beginning.

                                 ISABELLA COUNTY

         Certain land in Chippewa Township, Isabella County, Michigan described
         as:

                  The North 8 rods of the NE 1/4 of the SE 1/4 of Section 29,
         T14N, R3W.

                                 JACKSON COUNTY

         Certain land in Waterloo Township, Jackson County, Michigan described
         as:

                  A parcel of land in the North fractional part of the N
         fractional 1/2 of Section 2, T1S, R2E, described as follows: To find
         the place of beginning of this description commence at the E 1/4 post
         of said section; run thence N 01 degrees 03' 40" E along the East line
         of said section 1335.45 feet to the North 1/8 line of said section and
         the place of beginning of this description; thence N 89 degrees 32' 00"
         W, 2677.7 feet to the North and South 1/4 line of said section; thence
         S 00 degrees 59' 25" W along the North and South 1/4 line of said
         section 22.38 feet to the North 1/8 line of said section; thence S 89
         degrees 59' 10" W along the North 1/8 line of said section 2339.4 feet
         to the center line of State Trunkline Highway M-52; thence N 53 degrees
         46' 00" W along the center line of said State

                                     - 23 -

<PAGE>

         Trunkline Highway 414.22 feet to the West line of said section; thence
         N 00 degrees 55' 10" E along the West line of said section 74.35 feet;
         thence S 89 degrees 32' 00" E, 5356.02 feet to the East line of said
         section; thence S 01 degrees 03' 40" W along the East line of said
         section 250 feet to the place of beginning.

                                KALAMAZOO COUNTY

         Certain land in Alamo Township, Kalamazoo County, Michigan described
         as:

                  The South 350 feet of the NW 1/4 of the NW 1/4 of Section 16,
         T1S, R12W, being more particularly described as follows: To find the
         place of beginning of this description, commence at the Northwest
         corner of said section; run thence S 00 degrees 36' 55" W along the
         West line of said section 971.02 feet to the place of beginning of this
         description; thence continuing S 00 degrees 36' 55" W along said West
         line of said section 350.18 feet to the North 1/8 line of said section;
         thence S 87 degrees 33' 40" E along the said North 1/8 line of said
         section 1325.1 feet to the West 1/8 line of said section; thence N 00
         degrees 38' 25" E along the said West 1/8 line of said section 350.17
         feet; thence N 87 degrees 33' 40" W, 1325.25 feet to the place of
         beginning.

                                 KALKASKA COUNTY

         Certain land in Kalkaska Township, Kalkaska County, Michigan described
         as:

                  The NW 1/4 of the SW 1/4 of Section 4, T27N, R7W, excepting
         therefrom all mineral, coal, oil and gas and such other rights as were
         reserved unto the State of Michigan in that certain deed running from
         the Department of Conservation for the State of Michigan to George
         Welker and Mary Welker, his wife, dated October 9, 1934 and recorded
         December 28, 1934 in Liber 39 on page 291 of Kalkaska County Records,
         and subject to easement for pipeline purposes as granted to Michigan
         Consolidated Gas Company by first party herein on April 4, 1963 and
         recorded June 21, 1963 in Liber 91 on page 631 of Kalkaska County
         Records.

                                   KENT COUNTY

         Certain land in Caledonia Township, Kent County, Michigan described as:

                  A parcel of land in the Northwest fractional 1/4 of Section
         15, T5N, R10W, described as follows: To find the place of beginning of
         this description commence at the North 1/4 corner of said section, run
         thence S 0 degrees 59' 26" E along the North and South 1/4 line of said
         section 2046.25 feet to the place of beginning of this description,
         thence continuing S 0 degrees 59' 26" E along said North and South 1/4
         line of said section 332.88 feet, thence S 88 degrees 58' 30" W 2510.90
         feet to a point herein designated "Point A" on the East bank of the
         Thornapple River, thence continuing S 88 degrees 53' 30" W to the
         center thread of the Thornapple River, thence NW'ly along the center
         thread of said Thornapple

                                     - 24 -

<PAGE>

         River to a point which said point is S 88 degrees 58' 30" W of a point
         on the East bank of the Thornapple River herein designated "Point B",
         said "Point B" being N 23 degrees 41' 35" W 360.75 feet from said
         above-described "Point A", thence N 88 degrees 58' 30" E to said "Point
         B", thence continuing N 88 degrees 58' 30" E 2650.13 feet to the place
         of beginning. (Bearings are based on the East line of Section 15, T5N,
         R10W between the East 1/4 corner of said section and the Northeast
         corner of said section assumed as N 0 degrees 59' 55" W.)

                                   LAKE COUNTY

         Certain land in Pinora and Cherry Valley Townships, Lake County,
         Michigan described as:

                  A strip of land 50 feet wide East and West along and adjoining
         the West line of highway on the East side of the North 1/2 of Section
         13 T18N, R12W. Also a strip of land 100 feet wide East and West along
         and adjoining the East line of the highway on the West side of
         following described land: The South 1/2 of NW 1/4, and the South 1/2 of
         the NW 1/4 of the SW 1/4, all in Section 6, T18N, R11W.

                                  LAPEER COUNTY

         Certain land in Hadley Township, Lapeer County, Michigan described as:

                  The South 825 feet of the W 1/2 of the SW 1/4 of Section 24,
         T6N, R9E, except the West 1064 feet thereof.

                                 LEELANAU COUNTY

         Certain land in Cleveland Township, Leelanau County, Michigan described
         as:

                  The North 200 feet of the West 180 feet of the SW 1/4 of the
         SE 1/4 of Section 35, T29N, R13W.

                                 LENAWEE COUNTY

         Certain land in Madison Township, Lenawee County, Michigan described
         as:

                  A strip of land 165 feet wide off the West side of the
         following described premises: The E 1/2 of the SE 1/4 of Section 12.
         The E 1/2 of the NE 1/4 and the NE 1/4 of the SE 1/4 of Section 13,
         being all in T7S, R3E, excepting therefrom a parcel of land in the E
         1/2 of the SE 1/4 of Section 12, T7S, R3E, beginning at the Northwest
         corner of said E 1/2 of the SE 1/4 of Section 12, running thence East 4
         rods, thence South 6 rods, thence West 4 rods, thence North 6 rods to
         the place of beginning.

                                     - 25 -

<PAGE>

                                LIVINGSTON COUNTY

         Certain land in Cohoctah Township, Livingston County, Michigan
         described as:

                  Parcel 1

                  The East 390 feet of the East 50 rods of the SW 1/4 of Section
         30, T4N, R4E.

                  Parcel 2

                  A parcel of land in the NW 1/4 of Section 31, T4N, R4E,
         described as follows: To find the place of beginning of this
         description commence at the N 1/4 post of said section; run thence N 89
         degrees 13' 06" W along the North line of said section, 330 feet to the
         place of beginning of this description; running thence S 00 degrees 52'
         49" W, 2167.87 feet; thence N 88 degrees 59' 49" W, 60 feet; thence N
         00 degrees 52' 49" E, 2167.66 feet to the North line of said section;
         thence S 89 degrees 13' 06" E along said North line of said section, 60
         feet to the place of beginning.

                                  MACOMB COUNTY

         Certain land in Macomb Township, Macomb County, Michigan described as:

                  A parcel of land commencing on the West line of the E 1/2 of
         the NW 1/4 of fractional Section 6, 20 chains South of the NW corner of
         said E 1/2 of the NW 1/4 of Section 6; thence South on said West line
         and the East line of A. Henry Kotner's Hayes Road Subdivision #15,
         according to the recorded plat thereof, as recorded in Liber 24 of
         Plats, on page 7, 24.36 chains to the East and West 1/4 line of said
         Section 6; thence East on said East and West 1/4 line 8.93 chains;
         thence North parallel with the said West line of the E 1/2 of the NW
         1/4 of Section 6, 24.36 chains; thence West 8.93 chains to the place of
         beginning, all in T3N, R13E.

                                 MANISTEE COUNTY

         Certain land in Manistee Township, Manistee County, Michigan described
         as:

                  A parcel of land in the SW 1/4 of Section 20, T22N, R16W,
         described as follows: To find the place of beginning of this
         description, commence at the Southwest corner of said section; run
         thence East along the South line of said section 832.2 feet to the
         place of beginning of this description; thence continuing East along
         said South line of said section 132 feet; thence North 198 feet; thence
         West 132 feet; thence South 198 feet to the place of beginning,
         excepting therefrom the South 2 rods thereof which was conveyed to
         Manistee Township for highway purposes by a Quitclaim Deed dated June
         13, 1919 and recorded July [11], 1919 in Liber 88 of Deeds on page 638
         of Manistee County Records.

                                     - 26 -

<PAGE>

                                  MASON COUNTY

         Certain land in Riverton Township, Mason County, Michigan described as:

Parcel 1

                  The South 10 acres of the West 20 acres of the S 1/2 of the NE
         1/4 of Section 22, T17N, R17W.

Parcel 2

                  A parcel of land containing 4 acres of the West side of
         highway, said parcel of land being described as commencing 16 rods
         South of the Northwest corner of the NW 1/4 of the SW 1/4 of Section
         22, T17N, R17W, running thence South 64 rods, thence NE'ly and N'ly and
         NW'ly along the W'ly line of said highway to the place of beginning,
         together with any and all right, title, and interest of Howard C.
         Wicklund and Katherine E. Wicklund in and to that portion of the
         hereinbefore mentioned highway lying adjacent to the E'ly line of said
         above described land.

                                 MECOSTA COUNTY

         Certain land in Wheatland Township, Mecosta County, Michigan described
         as:

                  A parcel of land in the SW 1/4 of the SW 1/4 of Section 16,
         T14N, R7W, described as beginning at the Southwest corner of said
         section; thence East along the South line of Section 133 feet; thence
         North parallel to the West section line 133 feet; thence West 133 feet
         to the West line of said Section; thence South 133 feet to the place of
         beginning.

                                 MIDLAND COUNTY

         Certain land in Ingersoll Township, Midland County, Michigan described
         as:

                  The West 200 feet of the W 1/2 of the NE 1/4 of Section 4,
         T13N, R2E.

                                MISSAUKEE COUNTY

         Certain land in Norwich Township, Missaukee County, Michigan described
         as:

                  A parcel of land in the NW 1/4 of the NW 1/4 of Section 16,
         T24N, R6W, described as follows: Commencing at the Northwest corner of
         said section, running thence N 89 degrees 01' 45" E along the North
         line of said section 233.00 feet; thence South 233.00 feet; thence S 89
         degrees 01' 45" W, 233.00 feet to the West line of said section; thence
         North along said West line of said section 233.00 feet to the place of
         beginning. (Bearings are based on the West line of Section 16, T24N,
         R6W, between the Southwest and Northwest corners of said section
         assumed as North.)

                                     - 27 -

<PAGE>

                                  MONROE COUNTY

         Certain land in Whiteford Township, Monroe County, Michigan described
         as:

                  A parcel of land in the SW1/4 of Section 20, T8S, R6E,
         described as follows: To find the place of beginning of this
         description commence at the S 1/4 post of said section; run thence West
         along the South line of said section 1269.89 feet to the place of
         beginning of this description; thence continuing West along said South
         line of said section 100 feet; thence N 00 degrees 50' 35" E, 250 feet;
         thence East 100 feet; thence S 00 degrees 50' 35" W parallel with and
         16.5 feet distant W'ly of as measured perpendicular to the West 1/8
         line of said section, as occupied, a distance of 250 feet to the place
         of beginning.

                                 MONTCALM COUNTY

         Certain land in Crystal Township, Montcalm County, Michigan described
         as:

                  The N 1/2 of the S 1/2 of the SE 1/4 of Section 35, T10N, R5W.

                               MONTMORENCY COUNTY

         Certain land in the Village of Hillman, Montmorency County, Michigan
         described as:

                  Lot 14 of Hillman Industrial Park, being a subdivision in the
         South 1/2 of the Northwest 1/4 of Section 24, T31N, R4E, according to
         the plat thereof recorded in Liber 4 of Plats on Pages 32-34,
         Montmorency County Records.

                                 MUSKEGON COUNTY

         Certain land in Casnovia Township, Muskegon County, Michigan described
         as:

                  The West 433 feet of the North 180 feet of the South 425 feet
         of the SW 1/4 of Section 3, T10N, R13W.

                                 NEWAYGO COUNTY

         Certain land in Ashland Township, Newaygo County, Michigan described
         as:

                  The West 250 feet of the NE 1/4 of Section 23, T11N, R13W.

                                 OAKLAND COUNTY

         Certain land in Wixcom City, Oakland County, Michigan described as:

                  The E 75 feet of the N 160 feet of the N 330 feet of the W
         526.84 feet of the NW 1/4 of the NW 1/4 of Section 8, T1N, R8E, more
         particularly described as follows: Commence at the NW corner of said
         Section 8, thence N 87 degrees 14' 29" E along the North line of said
         Section 8 a distance of 451.84 feet to the place

                                     - 28 -

<PAGE>

         of beginning for this description; thence continuing N 87 degrees 14'
         29" E along said North section line a distance of 75.0 feet to the East
         line of the West 526.84 feet of the NW 1/4 of the NW 1/4 of said
         Section 8; thence S 02 degrees 37' 09" E along said East line a
         distance of 160.0 feet; thence S 87 degrees 14' 29" W a distance of
         75.0 feet; thence N 02 degrees 37' 09" W a distance of 160.0 feet to
         the place of beginning.

                                  OCEANA COUNTY

         Certain land in Crystal Township, Oceana County, Michigan described as:

                  The East 290 feet of the SE 1/4 of the NW 1/4 and the East 290
         feet of the NE 1/4 of the SW 1/4, all in Section 20, T16N, R16W.

                                  OGEMAW COUNTY

         Certain land in West Branch Township, Ogemaw County, Michigan described
         as:

                  The South 660 feet of the East 660 feet of the NE 1/4 of the
         NE 1/4 of Section 33, T22N, R2E.

                                 OSCEOLA COUNTY

         Certain land in Hersey Township, Osceola County, Michigan described as:

                  A parcel of land in the North 1/2 of the Northeast 1/4 of
         Section 13, T17N, R9W, described as commencing at the Northeast corner
         of said Section; thence West along the North Section line 999 feet to
         the point of beginning of this description; thence S 01 degrees 54' 20"
         E 1327.12 feet to the North 1/8 line; thence S 89 degrees 17' 05" W
         along the North 1/8 line 330.89 feet; thence N 01 degrees 54' 20" W
         1331.26 feet to the North Section line; thence East along the North
         Section line 331 feet to the point of beginning.

                                  OSCODA COUNTY

         Certain land in Comins Township, Oscoda County, Michigan described as:

                  The East 400 feet of the South 580 feet of the W 1/2 of the SW
         1/4 of Section 15, T27N, R3E.

                                  OTSEGO COUNTY

         Certain land in Corwith Township, Otsego County, Michigan described as:

                  Part of the NW 1/4 of the NE 1/4 of Section 28, T32N, R3W,
         described as: Beginning at the N 1/4 corner of said section; running
         thence S 89 degrees 04' 06" E along the North line of said section,
         330.00 feet; thence S 00 degrees 28' 43" E, 400.00 feet; thence N 89
         degrees 04' 06" W, 330.00 feet to the North and

                                     - 29 -

<PAGE>

         South 1/4 line of said section; thence N 00 degrees 28' 43" W along the
         said North and South 1/4 line of said section, 400.00 feet to the point
         of beginning; subject to the use of the N'ly 33.00 feet thereof for
         highway purposes.

                                  OTTAWA COUNTY

         Certain land in Robinson Township, Ottawa County, Michigan described
         as:

                  The North 660 feet of the West 660 feet of the NE 1/4 of the
         NW 1/4 of Section 26, T7N, R15W.

                               PRESQUE ISLE COUNTY

         Certain land in Belknap and Pulawski Townships, Presque Isle County,
         Michigan described as:

                  Part of the South half of the Northeast quarter, Section 24,
         T34N, R5E, and part of the Northwest quarter, Section 19, T34N, R6E,
         more fully described as: Commencing at the East 1/4 corner of said
         Section 24; thence N 00 degrees15'47" E, 507.42 feet, along the East
         line of said Section 24 to the point of beginning; thence S 88
         degrees15'36" W, 400.00 feet, parallel with the North 1/8 line of said
         Section 24; thence N 00 degrees15'47" E, 800.00 feet, parallel with
         said East line of Section 24; thence N 88 degrees15'36"E, 800.00 feet,
         along said North 1/8 line of Section 24 and said line extended; thence
         S 00 degrees15'47" W, 800.00 feet, parallel with said East line of
         Section 24; thence S 88 degrees15'36" W, 400.00 feet, parallel with
         said North 1/8 line of Section 24 to the point of beginning.

                  Together with a 33 foot easement along the West 33 feet of the
         Northwest quarter lying North of the North 1/8 line of Section 24,
         Belknap Township, extended, in Section 19, T34N, R6E.

                                ROSCOMMON COUNTY

         Certain land in Gerrish Township, Roscommon County, Michigan described
         as:

                  A parcel of land in the NW 1/4 of Section 19, T24N, R3W,
         described as follows: To find the place of beginning of this
         description commence at the Northwest corner of said section, run
         thence East along the North line of said section 1,163.2 feet to the
         place of beginning of this description (said point also being the place
         of intersection of the West 1/8 line of said section with the North
         line of said section), thence S 01 degrees 01' E along said West 1/8
         line 132 feet, thence West parallel with the North line of said section
         132 feet, thence N 01 degrees 01' W parallel with said West 1/8 line of
         said section 132 feet to the North line of said section, thence East
         along the North line of said section 132 feet to the place of
         beginning.

                                     - 30 -

<PAGE>

                                 SAGINAW COUNTY

         Certain land in Chapin Township, Saginaw County, Michigan described as:

                  A parcel of land in the SW 1/4 of Section 13, T9N, R1E,
         described as follows: To find the place of beginning of this
         description commence at the Southwest corner of said section; run
         thence North along the West line of said section 1581.4 feet to the
         place of beginning of this description; thence continuing North along
         said West line of said section 230 feet to the center line of a creek;
         thence S 70 degrees 07' 00" E along said center line of said creek
         196.78 feet; thence South 163.13 feet; thence West 185 feet to the West
         line of said section and the place of beginning.

                                 SANILAC COUNTY

         Certain easement rights located across land in Minden Township, Sanilac
         County, Michigan described as:

                  The Southeast 1/4 of the Southeast 1/4 of Section 1, T14N,
         R14E, excepting therefrom the South 83 feet of the East 83 feet
         thereof.

                                SHIAWASSEE COUNTY

         Certain land in Burns Township, Shiawassee County, Michigan described
         as:

                  The South 330 feet of the E 1/2 of the NE 1/4 of Section 36,
         T5N, R4E.

                                ST. CLAIR COUNTY

         Certain land in Ira Township, St. Clair County, Michigan described as:

                  The N 1/2 of the NW 1/4 of the NE 1/4 of Section 6, T3N, R15E.

                                ST. JOSEPH COUNTY

         Certain land in Mendon Township, St. Joseph County, Michigan described
         as:

                  The North 660 feet of the West 660 feet of the NW 1/4 of SW
         1/4, Section 35, T5S, R10W.

                                 TUSCOLA COUNTY

         Certain land in Millington Township, Tuscola County, Michigan described
         as:

                  A strip of land 280 feet wide across the East 96 rods of the
         South 20 rods of the N 1/2 of the SE 1/4 of Section 34, T10N, R8E, more
         particularly described as commencing at the Northeast corner of Section
         3, T9N, R8E, thence S 89 degrees 55' 35" W along the South line of said
         Section 34 a distance of 329.65 feet, thence N 18 degrees 11' 50" W a
         distance of 1398.67 feet to the South 1/8

                                     - 31 -

<PAGE>

         line of said Section 34 and the place of beginning for this
         description; thence continuing N 18 degrees 11' 50" W a distance of
         349.91 feet; thence N 89 degrees 57' 01" W a distance of 294.80 feet;
         thence S 18 degrees 11' 50" E a distance of 350.04 feet to the South
         1/8 line of said Section 34; thence S 89 degrees 58' 29" E along the
         South 1/8 line of said section a distance of 294.76 feet to the place
         of beginning.

                                VAN BUREN COUNTY

         Certain land in Covert Township, Van Buren County, Michigan described
         as:

                  All that part of the West 20 acres of the N 1/2 of the NE
         fractional 1/4 of Section 1, T2S, R17W, except the West 17 rods of the
         North 80 rods, being more particularly described as follows: To find
         the place of beginning of this description commence at the N 1/4 post
         of said section; run thence N 89 degrees 29' 20" E along the North line
         of said section 280.5 feet to the place of beginning of this
         description; thence continuing N 89 degrees 29' 20" E along said North
         line of said section 288.29 feet; thence S 00 degrees 44' 00" E,
         1531.92 feet; thence S 89 degrees 33' 30" W, 568.79 feet to the North
         and South 1/4 line of said section; thence N 00 degrees 44' 00" W along
         said North and South 1/4 line of said section 211.4 feet; thence N 89
         degrees 29' 20" E, 280.5 feet; thence N 00 degrees 44' 00" W, 1320 feet
         to the North line of said section and the place of beginning.

                                WASHTENAW COUNTY

         Certain land in Manchester Township, Washtenaw County, Michigan
         described as:

                  A parcel of land in the NE 1/4 of the NW 1/4 of Section 1,
         T4S, R3E, described as follows: To find the place of beginning of this
         description commence at the Northwest corner of said section; run
         thence East along the North line of said section 1355.07 feet to the
         West 1/8 line of said section; thence S 00 degrees 22' 20" E along said
         West 1/8 line of said section 927.66 feet to the place of beginning of
         this description; thence continuing S 00 degrees 22' 20" E along said
         West 1/8 line of said section 660 feet to the North 1/8 line of said
         section; thence N 86 degrees 36' 57" E along said North 1/8 line of
         said section 660.91 feet; thence N 00 degrees22' 20" W, 660 feet;
         thence S 86 degrees 36' 57" W, 660.91 feet to the place of beginning.

                                  WAYNE COUNTY

         Certain land in Livonia City, Wayne County, Michigan described as:

                  Commencing at the Southeast corner of Section 6, T1S, R9E;
         thence North along the East line of Section 6 a distance of 253 feet to
         the point of beginning; thence continuing North along the East line of
         Section 6 a distance of 50 feet; thence Westerly parallel to the South
         line of Section 6, a distance of 215 feet; thence Southerly parallel to
         the East line of Section 6 a distance of 50 feet;

                                     - 32 -

<PAGE>

         thence easterly parallel with the South line of Section 6 a distance of
         215 feet to the point of beginning.

                                 WEXFORD COUNTY

         Certain land in Selma Township, Wexford County, Michigan described as:

                  A parcel of land in the NW 1/4 of Section 7, T22N, R10W,
         described as beginning on the North line of said section at a point 200
         feet East of the West line of said section, running thence East along
         said North section line 450 feet, thence South parallel with said West
         section line 350 feet, thence West parallel with said North section
         line 450 feet, thence North parallel with said West section line 350
         feet to the place of beginning.

         SECTION 12. The Company is a transmitting utility under Section 9501(2)
of the Michigan Uniform Commercial Code (M.C.L. 440.9501 (2)) as defined in
M.C.L. 440.9102(1)(aaaa).

         IN WITNESS WHEREOF, said Consumers Energy Company has caused this
Supplemental Indenture to be executed in its corporate name by its Chairman of
the Board, President, a Vice President or its Treasurer and its corporate seal
to be hereunto affixed and to be attested by its Secretary or an Assistant
Secretary, and said JPMorgan Chase Bank, as Trustee as aforesaid, to evidence
its acceptance hereof, has caused this Supplemental Indenture to be executed in
its corporate name by a Vice President and its corporate seal to be hereunto
affixed and to be attested by a Trust Officer, in several counterparts, all as
of the day and year first above written.

                                     - 33 -

<PAGE>


                                           CONSUMERS ENERGY COMPANY


(SEAL)                                  By ----------------------------
                                                Paul A. Stadnikia
Attest:                                         Treasurer


----------------------
Joyce H. Norkey
Assistant Secretary

Signed, sealed and delivered
by CONSUMERS ENERGY COMPANY
in the presence of


----------------------
Kimberly C. Wilson


----------------------
Sammie B. Dalton

STATE OF MICHIGAN       )
                         ss.
COUNTY OF JACKSON       )

                  The foregoing instrument was acknowledged before me this
26th day of March, 2003, by Paul A. Stadnikia, Treasurer of CONSUMERS ENERGY
COMPANY, a Michigan corporation, on behalf of the corporation.


                                        -----------------------------------
                                        Margaret Hillman, Notary Public
[Seal]                                  Jackson County, Michigan
                                        My Commission Expires: June 14, 2004

                                       S-1

<PAGE>

                                           JPMORGAN CHASE BANK, AS TRUSTEE

(SEAL)                                  By
                                           ----------------------------
                                           L. O'Brien
Attest:                                    Vice President


------------------------------
    VIRGINIA DOMINGUEZ
    Trust Officer [ILLEGIBLE]

Signed, sealed and delivered
by JPMORGAN CHASE BANK
in the presence of


----------------------------
    NATALIA RODRIGUEZ
    VICE PRESIDENT


----------------------------
    WILLIAM G. KEENAN
    VICE PRESIDENT

STATE OF NEW YORK         )
                           ss.
COUNTY OF NEW YORK        )

                  The foregoing instrument was acknowledged before me this 26th
day of March, 2003, by L. O'Brien, a Vice President of JPMORGAN CHASE BANK, a
New York corporation, on behalf of the corporation.


                                           -------------------------------------
                                           Notary Public
[Seal]                                     New York County, New York
                                           My Commission Expires:

Prepared by:                               When recorded, return to:
Kimberly C. Wilson                         Consumers Energy Company
212 West Michigan Avenue                   Business Services Real Estate Dept.
Jackson, MI 49201                          Attn: Nancy Fisher EP7-439
                                           One Energy Plaza
                                           Jackson, MI 49201

                                       S-2
<PAGE>

                                   EXHIBIT B-1

                             REQUIRED OPINIONS FROM

                           MICHAEL D. VANHEMERT, ESQ.

                                                     MICHAEL D. VAN HEMERT, ESQ.
                                                          DEPUTY GENERAL COUNSEL

Facsimile Number: (313) 436-9225
Writer's Direct Dial Number: (313) 436-9602

March 26, 2003

To:      The Agent and the Banks, which are
         parties to the Agreement referred
         to below

Ladies and Gentlemen:

I am Deputy General Counsel for CMS Energy Corporation, a Michigan corporation.
CMS Energy Corporation is the parent company of Consumers Energy Company, a
Michigan corporation ("the Company"). As special counsel for the Company, I, or
an attorney or attorneys under my general supervision, have represented the
Company in connection with its execution and delivery of a Term Loan Agreement
between the Company and Beal Bank, S.S.B., as agent for the banks named therein
(the "Banks") dated as of March 26, 2003 (the "Agreement"). All capitalized
terms used in this opinion shall have the meanings attributed to them in the
Agreement.

I, or an attorney or attorneys under my general supervision, have examined the
Company's Restated Articles of Incorporation, as amended, ("Articles of
Incorporation") and bylaws, resolutions of the Board of Directors of the
Company, the Loan Documents and such other documents and records as I have
deemed necessary in order to render this opinion. Based upon the foregoing, it
is my opinion that:

         1.       The Company is a corporation duly incorporated, validly
                  existing and in good standing under the laws of the State of
                  Michigan.

         2.       The execution and delivery of the Loan Documents by the
                  Company and the performance by the Company of the Obligations
                  have been duly authorized by all necessary corporate action
                  and proceedings on the part of the Company and will not:

                  (a)      contravene the Company's Restated Articles of
                           Incorporation, as amended, or bylaws;

                  (b)      contravene any law, including usury laws, or any
                           contractual restriction imposed by any indenture or
                           any other agreement or instrument evidencing or
                           governing indebtedness for borrowed money of the
                           Company; or

                  (c)      result in or require the creation of any Lien upon or
                           with respect to any of the Company's properties
                           except the lien of the Indenture securing the Bonds.

   Fairlane Plaza South . 330 Town Center Drive . Suite 1000 . Dearborn, MI
                                   48126-2712

<PAGE>

                                                                               2

         3.       The Loan Documents have been duly executed and delivered by
                  the Company and constitute the legal, valid and binding
                  obligations of the Company enforced in accordance with their
                  respective term subject to (a) the effect of applicable
                  bankruptcy, insolvency, reorganization, moratorium or other
                  similar laws affecting the enforcement of creditors' rights
                  generally and (b) the application of general principles of
                  equity (regardless of whether considered in a preceding in
                  equity or at law).

         4.       To the best of my knowledge, there is no pending or threatened
                  action or proceeding against the Company or any of its
                  Consolidated Subsidiaries before any court, governmental
                  agency or arbitrator (except (i) to the extent described in
                  the Company's annual report on Form 10-K/A for the year ended
                  December 31, 2001, and the quarterly report on Form 10-Q/A for
                  the quarter ended September 30, 2002, in each case as filed
                  with the SEC, and (ii) such other similar actions, suits and
                  proceedings predicated on the occurrence of the same events
                  giving rise to any actions, suits and proceedings described in
                  the reports filed with the SEC set forth in clause (i) of this
                  paragraph 4) which might reasonably be expected to materially
                  adversely affect the financial condition or results of
                  operations of the Company and its Consolidated Subsidiaries,
                  taken as a whole, or that would materially adversely affect
                  the Company's ability to perform its obligations under any
                  Loan Document. To the best of my knowledge, there is no
                  litigation challenging the validity or enforceability of any
                  of the Loan Documents.

         5.       No authorization or approval or other action by, and no notice
                  to or filing with, any governmental authority or regulatory
                  body is required for the due execution, delivery and
                  performance by the Company of any Loan Document, except for
                  the authorization to issue, sell or guarantee secured and/or
                  unsecured long-term debt granted by the Federal Energy
                  Regulatory Commission (hereinafter the "FERC") in Docket No.
                  ES02-36-001 and for the waiver of the competitive bidding and
                  negotiated placement requirements granted by the FERC in
                  Docket No. ES02-36-001 (hereinafter collectively the "FERC
                  Orders"). The FERC Orders are in full force and effect as of
                  the date hereof.

         6.       The Bonds, assuming the execution of the authentication
                  contained thereon by the Trustee, are in due and proper form
                  and, when delivered to the Agent pursuant to the Bond Delivery
                  Agreement, will evidence and secure the Obligations owing
                  under the Agreement and will be valid and enforceable
                  obligations of the Company in accordance with their terms,
                  secured by the lien of the Indenture on an equal and ratable
                  basis with all other bonds issued thereunder and otherwise
                  entitled to the benefits provided by the Indenture.

         7.       The Indenture has been qualified under the Trust Indenture Act
                  of 1939, as amended, and the execution and delivery of the
                  Supplemental Indenture will not cause the Indenture to not be
                  so qualified.

         8.       The Company is not an "investment company" or a company
                  "controlled" by an "investment company" as such terms are
                  defined in the Investment Company Act of 1940, as amended.

         9.       The Company (i) is a "public utility" and a "subsidiary
                  company" of a "holding company", as such terms are defined in
                  the Public Utility Holding Company Act of 1935, as amended
                  (the "Holding Company Act"), and (ii) is currently exempt from
                  all provisions of the Holding Company Act, except Section
                  9(a)(2) thereof.

   Fairlane Plaza South . 330 Town Center Drive . Suite 1000 . Dearborn, MI
                                   48126-2712

<PAGE>

                                                                               3

The opinions set forth in paragraph 2(b) above are subject to the qualification
that the laws of the State of Michigan provide that while a corporation may
agree in writing to pay any rate of interest, MCLA 450.1275; MSA 21.200(275), it
is criminal usury to charge more than 25 percent interest, MCLA 438.41; MSA
19.15(51). I note that the Michigan Attorney General has opined that the
criminal usury rate applies to corporations and thus, the interest rate that a
corporation may agree to pay may be limited to 25 percent. 1979-1980 OAG, No.
5,740 at 877 (July 17, 1980).

I am a member of the bar of the State of Michigan, and as such, have made no
investigation of, and give no opinion on, the laws of any state or country other
than those of the State of Michigan, and, to the extent pertinent, of the United
States of America.

This opinion may be relied upon, and is solely for the benefit of, the Agent and
the Banks and their participants and assignees under the Agreement, and is not
to be otherwise used, circulated, quoted, referred to or relied upon for any
purpose without my express written permission.

Sincerely,

Michael D. Van Hemert
Deputy General Counsel

   Fairlane Plaza South . 330 Town Center Drive . Suite 1000 . Dearborn, MI
                                   48126-2712

<PAGE>

                                   EXHIBIT B-2

                             REQUIRED OPINIONS FROM

                   MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.

         1.       The Bonds, assuming the execution of the authentication
contained thereon by the Trustee, are in due and proper form and, when delivered
to the Agent pursuant to the Bond Delivery Agreement, will evidence and secure
the Obligations owing under the Agreement and will be valid and enforceable
obligations of the Company in accordance with their terms, secured by the lien
of the Indenture on an equal and ratable basis with all other bonds issued
thereunder and otherwise entitled to the benefits provided by the Indenture.


<PAGE>

                                    EXHIBIT C

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

         This Assignment and Assumption (the "Assignment and Assumption") is
dated as of the Effective Date set forth below and is entered into by and
between [Insert name of Assignor], (the "Assignor") and [Insert name of
Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall
have the meanings given to them in the Loan Agreement identified below (as
amended, the "Loan Agreement"), receipt of a copy of which is hereby
acknowledged by the Assignee. The Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in full.

         For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Loan Agreement, as of the Effective Date inserted by the
Agent as contemplated below, the interest in and to all of the Assignor's rights
and obligations in its capacity as a Bank under the Loan Agreement and any other
documents or instruments delivered pursuant thereto that represents the amount
and percentage interest identified below of all of the Assignor's outstanding
rights and obligations under the respective facilities identified below
(including without limitation, to the extent permitted to be assigned under
applicable law, all claims (including without limitation contract claims, tort
claims, malpractice claims, statutory claims and all other claims at law or in
equity), suits, causes of action and any other right of the Assignor against any
Person whether known or unknown arising under or in connection with the Loan
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby) (the "Assigned Interest"). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided
in this Assignment and Assumption, without representation or warranty by the
Assignor.

1        Assignor:         ________________________

2.       Assignee:         ________________________ [and is an affiliate of
Assignor]

3        Borrower:         CONSUMERS ENERGY COMPANY

4.       Agent:            Beal Bank, S.S.B., as the Agent under the Loan
Agreement.

5.       Loan Agreement:   The Term Loan Agreement dated as of March 26, 2003
among Consumers Energy Company, the Banks party thereto, and Beal Bank, S.S.B.,
as Agent.

ASSIGNMENT AND ASSUMPTION AGREEMENT, Page 1

<PAGE>

6.       Assigned Interest:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
                     Aggregate Amount of                              Percentage Assigned of
                       Outstanding Term      Amount of Outstanding       Outstanding Term
Facility Assigned    Loans for all Banks*    Term Loans Assigned*           Loans(1)
--------------------------------------------------------------------------------------------
<S>                  <C>                     <C>                      <C>
Term Loans             $______________         $________________            _______%

--------------------------------------------------------------------------------------------
</TABLE>

7.       Trade Date:       _______________________________________(2)

Effective Date: _____________, 20__ [TO BE INSERTED BY AGENT AND WHICH SHALL BE
THE EFFECTIVE DATE OF RECORDATION OF TRANSFER BY THE AGENT]

         The terms set forth in this Assignment and Assumption are hereby agreed
to:

                                                     ASSIGNOR
                                                     [NAME OF ASSIGNOR]

                                                     By: _______________________
                                                         Title: ________________

                                                     ASSIGNEE
                                                     [NAME OF ASSIGNEE]

                                                     By: _______________________
                                                         Title: ________________

Consented to and Accepted:

BEAL BANK, S.S.B., as Agent

By: ___________________________
    Title: ____________________

-----------------------------

* Amount to be adjusted by the counterparties to take into account any
payments or prepayments made between the Trade Date and the Effective Date.

(1) Set forth, to at least 9 decimals, as a percentage of the Term Loans of
all Banks thereunder.

(2) Insert if satisfaction of minimum amounts is to be determined as of the
Trade Date.

ASSIGNMENT AND ASSUMPTION AGREEMENT, Page 2

<PAGE>

                                     ANNEX 1
                            TERMS AND CONDITIONS FOR
                           ASSIGNMENT AND ASSUMPTION

         1.       Representations and Warranties.

         1.1      Assignor. The Assignor represents and warrants that (i) it is
the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby. Neither the Assignor nor any of its officers,
directors, employees, agents or attorneys shall be responsible for (i) any
statements, warranties or representations made in or in connection with the Loan
Agreement or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency, perfection, priority, collectibility,
or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Company, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document, (iv) the performance or
observance by the Company, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Loan Document, (v)
inspecting any of the property, books or records of the Company, or any
guarantor, or (vi) any mistake, error of judgment, or action taken or omitted to
be taken in connection with the Term Loans or the Loan Documents.

         1.2.     Assignee. The Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Bank under the Loan Agreement, (ii) from and
after the Effective Date, it shall be bound by the provisions of the Loan
Agreement as a Bank thereunder and, to the extent of the Assigned Interest,
shall have the obligations of a Bank thereunder, (iii) agrees that its payment
instructions and notice instructions are as set forth in Schedule 1 to this
Assignment and Assumption, (iv) confirms that none of the funds, monies, assets
or other consideration being used to make the purchase and assumption hereunder
are "plan assets" as defined under ERISA and that its rights, benefits and
interests in and under the Loan Documents will not be "plan assets" under ERISA,
(v) agrees to indemnify and hold the Assignor harmless against all losses, costs
and expenses (including, without limitation, reasonable attorneys' fees) and
liabilities incurred by the Assignor in connection with or arising in any manner
from the Assignee's non-performance of the obligations assumed under this
Assignment and Assumption, (vi) it has received a copy of the Loan Agreement,
together with copies of financial statements and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision
independently and without reliance on the Agent or any other Bank, and (vii)
attached as Schedule 1 to this Assignment and Assumption is any documentation
required to be delivered by the Assignee with respect to its tax status pursuant
to the terms of the Loan Agreement, duly completed and executed by the Assignee
and (b) agrees that (i) it will, independently and without reliance on the
Agent, the Assignor or any other Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Loan Documents, and
(ii) it will perform in accordance with their terms all of the obligations which
by the terms of the Loan Documents are required to be performed by it as a Bank.

         2.       Payments. The Assignee shall pay the Assignor, on the
Effective Date, the amount agreed to by the Assignor and the Assignee. From and
after the Effective Date, the Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignor for amounts which have accrued to but excluding the
Effective Date and to the Assignee for amounts which have accrued from and after
the Effective Date.

ANNEX 1, Page 1

<PAGE>

         3.       General Provisions. This Assignment and Assumption shall be
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a
manually executed counterpart of this Assignment and Assumption. This Assignment
and Assumption shall be governed by, and construed in accordance with, the law
of the State of Michigan.

ANNEX 1, Page 2

<PAGE>

                           ADMINISTRATIVE DETAILS FORM

DEAL NAME: CONSUMERS ENERGY COMPANY

                               GENERAL INFORMATION

YOUR INSTITUTIONS LEGAL NAME:

TAX WITHHOLDING:

Note: To avoid the potential of having interest income withheld, all investors
must deliver all current and appropriate tax forms.
Tax ID #:

SUB-ALLOCATION: (United States only)

Note: If your institution is sub-allocating its allocation, please fill out the
information below. Additionally, an administrative detail form is required for
each legal entity. Execution copies (e.g. Credit Agreement/Assignment Agreement)
will be sent for signature to the Sub-Allocation Contact below.

Sub-Allocated Amount:                                     $________________

Signing Credit Agreement?                                 Yes            No

Coming In Via Assignment?                                 Yes            No

SUB-ALLOCATION CONTACT:

                                                   NAME:

         Address:    ___________________________________  E-mail:  _____________
                     ___________________________________
         City:       ______________ State:   ___________  Phone #: _____________
         Postal Code ______________ Country: ___________  Fax #:   _____________

                                           CONTACT LIST

BUSINESS/CREDIT MATTERS: (Responsible for trading and credit approval process of
the deal)

         Primary:

                                                   NAME:

         Address:    ___________________________________  E-mail:  _____________
                     ___________________________________
         City:       ______________ State:   ___________  Phone #: _____________
         Postal Code ______________ Country: ___________  Fax #:   _____________

         Backup:

                                                   NAME:

         Address:    ___________________________________  E-mail:  _____________
                     ___________________________________
         City:       ______________ State:   ___________  Phone #: _____________
         Postal Code ______________ Country: ___________  Fax #:   _____________

Administrative Detail Form, Page 1

<PAGE>

                          ADMINISTRATIVE DETAILS FORM

ADMIN/OPERATIONS MATTERS: (Responsible for interest, fee, principal payment,
borrowing & pay-downs)

         Primary:

                                                   NAME:

         Address:    ___________________________________  E-mail:  _____________
                     ___________________________________
         City:       ______________ State:   ___________  Phone #: _____________
         Postal Code ______________ Country: ___________  Fax #:   _____________

         Backup:

                                                   NAME:

         Address:    ___________________________________  E-mail:  _____________
                     ___________________________________
         City:       ______________ State:   ___________  Phone #: _____________
         Postal Code ______________ Country: ___________  Fax #:   _____________

CLOSING CONTACT: (Responsible for Deal Closing matters)

                                                   NAME:

         Address:    ___________________________________  E-mail:  _____________
                     ___________________________________
         City:       ______________ State:   ___________  Phone #: _____________
         Postal Code ______________ Country: ___________  Fax #:   _____________

DISCLOSURE CONTACT: (Receives disclosure materials, such as financial reports,
via our web site)

                                                   NAME:

         Address:    ___________________________________  E-mail:  _____________
                     ___________________________________
         City:       ______________ State:   ___________  Phone #: _____________
         Postal Code ______________ Country: ___________  Fax #:   _____________

Administrative Detail Form, Page 2

<PAGE>

                           ADMINISTRATIVE DETAILS FORM

                              ROUTING INSTRUCTIONS

ROUTING INSTRUCTIONS FOR THIS DEAL:

                            CORRESPONDENT BANK:

         City:        _________  State:  ______  ACCOUNT NAME:      ____________
         Postal Code  _________                  ACCOUNT #:
         Payment Type:                           BENEF. ACCT. NAME: ____________
         [ ]Fed           [ ]ABA       [ ]CHIPS  BENEF. ACCT. #:    ____________

         ABA/CHIPS #:

                          REFERENCE: __________________
                          Attention: __________________

                        ADMINISTRATIVE AGENT INFORMATION

         BANK LOANS SYNDICATION - AGENT CONTACT        AGENT WIRING INSTRUCTIONS

                             Name:
                             Telephone:
                             Fax:

                             Address:

         INITIAL FUNDING STANDARDS: LIBOR - Fund 2 days after rates are set.

Administrative Detail Form, Page 3

<PAGE>

                                    EXHIBIT D

                             BOND DELIVERY AGREEMENT


<PAGE>

                             BOND DELIVERY AGREEMENT
                            CONSUMERS ENERGY COMPANY

                                       to

                           BEAL BANK, S.S.B., as Agent

                           Dated as of March 26, 2003

                               -------------------

                                   Relating to
           First Mortgage Bonds, Collateral Series due March 26, 2009

                               ------------------

BOND DELIVERY AGREEMENT, Page 1

<PAGE>

         THIS BOND DELIVERY AGREEMENT (this "Agreement"), dated as of March 26,
2003, is between Consumers Energy Company (the "Company") and Beal Bank, S.S.B.,
as agent (the "Agent") under the Term Loan Agreement (as amended, supplemented
or otherwise modified from time to time, the "Loan Agreement") dated as of March
26, 2003, among the Company, the financial institutions parties thereto (the
"Banks"), and the Agent. Capitalized terms used but not otherwise defined herein
have the respective meanings assigned to such terms in the Loan Agreement.

         Whereas, the Company has established its First Mortgage Bonds,
Collateral Series due 2009, in the aggregate principal amount of $140,000,000
(the "Bonds"), to be issued under and in accordance with the Eighty-Seventh
Supplemental Indenture dated as of March 26, 2003 (the "Supplemental Indenture")
to the Indenture; and

         Whereas, the Company proposes to issue and deliver to the Agent, for
the benefit of the Banks, the Bonds in order to provide the Bonds as evidence of
(and the benefit of the lien of the Indenture with respect to the Bonds for) the
Obligations of the Company arising under the Loan Agreement;

         Now, therefore, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the Company and the Agent hereby agree as follows:

                                    ARTICLE I
                                    THE BONDS

Section 1.1       Delivery of Bonds.

         In order to provide the Bonds as evidence of (and through the Bonds the
benefit of the Lien of the Indenture for) the Obligations of the Company under
the Loan Agreement as aforesaid, the Company hereby delivers to the Agent the
Bonds in the aggregate principal amount of $140,000,000, maturing on March 26,
2009 and bearing interest as provided in the Supplemental Indenture. The
obligation of the Company to pay the principal of and interest on the Bonds
shall be deemed to have been satisfied and discharged in full or in part, as the
case may be, to the extent of payment by the Company of the Obligations, all as
set forth in the Bonds and in Section 1 of the Supplemental Indenture.

         The Bonds are registered in the name of the Agent and shall be owned
and held by the Agent, subject to the provisions of this Agreement, for the
benefit of the Banks, and the Company shall have no interest therein. The Agent
shall be entitled to exercise all rights of bondholders under the Indenture with
respect to the Bonds.

         The Agent acknowledges receipt of the Bonds.

         Section 1.2       Payments on the Bonds.

         Any payments received by the Agent on account of the principal of or
interest on the Bonds shall be deemed to be and treated in all respects as
payments on the Obligations, and such payments shall be distributed by the Agent
to the Banks in accordance with the provisions of the Loan Agreement applicable
to payments received by the Agent in respect of the Obligations (and the Company
hereby consents to such distributions).

BOND DELIVERY AGREEMENT, Page 1

<PAGE>

                                   ARTICLE II
                    NO TRANSFER OF BONDS; SURRENDER OF BONDS

         Section 2.1 No Transfer of the Bonds.

         The Agent shall not sell, assign or otherwise transfer any Bonds
delivered to it under this Agreement except to a successor administrative agent
under the Loan Agreement. The Company may take such actions as it shall deem
necessary, desirable or appropriate to effect compliance with such restrictions
on transfer, including the issuance of stop-transfer instructions to the trustee
under the Indenture or any other transfer agent thereunder.

         Section 2.2 Surrender of Bonds.

         (a)      The Agent shall forthwith surrender to or upon the order of
the Company all Bonds held by it at the first time at which all Obligations
shall have been paid in full.

         (b)      Upon any prepayments of Term Loans pursuant to the terms of
the Loan Agreement, the Agent shall forthwith surrender to or upon the order of
the Company Bonds in an aggregate principal amount equal to the excess of the
aggregate principal amount of Bonds held by the Agent over the aggregate
outstanding Tern Loans.

                                   ARTICLE III
                                  GOVERNING LAW

         This Agreement shall construed in accordance with and governed by the
laws of the State of Michigan and the applicable laws of the United States of
America.

         IN WITNESS WHEREOF, the Company and the Agent have caused this
Agreement to be executed and delivered as of the date first above written.

CONSUMERS ENERGY COMPANY

By: /s/ Laura L. Mountcastle
    ---------------------------
    Name:  Laura L. Mountcastle
           ---------------------
    Title: Vice President

BEAL BANK, S.S.B., as Agent

By: ___________________________
    William T. Saurenmann
    Title: Senior Vice President

BOND DELIVERY AGREEMENT, Page 2

<PAGE>

                                   ARTICLE II
                    NO TRANSFER OF BONDS; SURRENDER OF BONDS

         Section 2.1 No Transfer of the Bonds.

         The Agent shall not sell, assign or otherwise transfer any Bonds
delivered to it under this Agreement except to a successor administrative agent
under the Loan Agreement. The Company may take such actions as it shall deem
necessary, desirable or appropriate to effect compliance with such restrictions
on transfer, including the issuance of stop-transfer instructions to the trustee
under the Indenture or any other transfer agent thereunder.

         Section 2.2 Surrender of Bonds.

         (a)      The Agent shall forthwith Surrender to upon the order of the
Company all Bonds held by it at the first time at which all Obligations shall
have been paid in full.

         (b)      Upon any prepayments of Term Loans pursuant to the terms of
the Loan Agreement, the Agent shall forthwith surrender to or upon the order of
the Company Bonds in an aggregate principal mount equal to the excess of the
aggregate principal amount of Bonds held by the Agent over the aggregate
outstanding Term Loans.

                                   ARTICLE III
                                  GOVERNING LAW

         This Agreement shall construed in accordance with and governed by the
laws of the State of Michigan and the applicable laws of the United States of
America.

         IN WITNESS WHEREOF, the Company and the Agent have caused this
Agreement to be executed and delivered as of the date first above written.

By: ___________________________
    Name: ______________________
    Title: ______________________

BEAL BANK, S.S.B., as Agent

By: /s/ William T. Saurenmann
    ---------------------------
    William T. Saurenmann
    Title: Senior Vice President

BOND DELIVERY AGREEMENT, Page 2

<PAGE>

                               COMMITMENT SCHEDULE

<TABLE>
<CAPTION>
BANKS                                 TERM LOAN COMMITMENT
<S>                                   <C>
Beal Bank, S.S.B.                         $140,000,000

AGGREGATE TERM LOAN COMMITMENTS           $140,000,000
</TABLE>



</TEXT>
</DOCUMENT>
