AMENDMENT NO. 19
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 19 TO RECEIVABLES PURCHASE AGREEMENT (this “ Amendment ”) dated
as of March 17, 2010, is entered into among CONSUMERS RECEIVABLES FUNDING II, LLC (“ Seller ”),
CONSUMERS ENERGY COMPANY, in its capacity as Servicer (in such capacity, the “ Servicer ”),
FALCON ASSET SECURITIZATION COMPANY LLC (“ Falcon ”), and JPMORGAN CHASE BANK,
N.A. (as successor by merger to Bank One, NA (Main Office Chicago)) (“ JPMorgan ”), as a Financial
Institution and as Administrative Agent (in such capacity, the “ Administrative Agent ”). Capitalized terms used
herein without definition shall have the meanings ascribed thereto in the “Purchase Agreement” referred to below.
A. Reference is made to that certain Receivables Purchase Agreement dated as of May 22, 2003 among
Seller, Servicer, Falcon and JPMorgan, as a Financial Institution and the Administrative Agent (as amended prior
to the date hereof and as the same may be further amended, restated, supplemented or modified from time to
time, the “ Purchase Agreement ”).
B. The parties hereto have agreed to amend certain provisions of the Purchase Agreement upon the terms
and conditions set forth herein.
SECTION 1. Amendment . Subject to the satisfaction of the conditions precedent set forth in Section 3
hereof, the parties hereto hereby agree to amend the Purchase Agreement as follows:
(a) Exhibit IV to the Purchase Agreement is hereby replaced in its entirety with Exhibit IV attached hereto.
SECTION 2. Representations and Warranties . Each of the Seller and the Servicer hereby represents and
warrants to each of the other parties hereto, as to itself that:
(a) it has all necessary corporate or company power and authority to execute and deliver this Amendment
and to perform its obligations under the Purchase Agreement as amended hereby, the execution and delivery of
this Amendment and the per