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                                                              EXHIBIT (4)(K)(ii)

                                                                  EXECUTION COPY

                                 AMENDMENT NO. 3
                                       TO
                          $300,000,000 CREDIT AGREEMENT

         This AMENDMENT NO. 3, dated as of February 28, 2002 (this "AMENDMENT"),
is by and among CMS Energy Corporation (the "BORROWER"), the financial
institutions parties thereto as "lenders" (the "LENDERS"), Barclays Bank PLC, as
administrative agent (in such capacity, the "ADMINISTRATIVE AGENT"), and as
collateral agent (in such capacity, the "COLLATERAL AGENT"), Bank of America,
N.A. and The Chase Manhattan Bank, as co-syndication agents (the "CO-SYNDICATION
AGENTS"), and Citibank, N.A. and Union Bank of California, as documentation
agents (the "DOCUMENTATION AGENTS").

         WHEREAS, the Borrower, the Lenders, the Administrative Agent, the
Collateral Agent, the Co-Syndication Agents and the Documentation Agents have
entered into a $300,000,000 Credit Agreement, dated as of June 18, 2001 (as
amended, restated, supplemented or otherwise modified from time to time, the
"CREDIT AGREEMENT"; capitalized terms not defined herein are used as defined in
the Credit Agreement);

         WHEREAS, the Borrower acknowledges that (a) the ratio of Consolidated
Debt to Consolidated EBITDA for the four-fiscal-quarter period ending on
December 31, 2001 is currently estimated to have been approximately 5.42 to 1,
in breach of the covenant set forth in Section 8.01(i) of the Credit Agreement,
and (b) pursuant to Section 9.01(c) of the Credit Agreement, the breach of this
covenant constitutes an Event of Default (the "Identified Event of Default")
under the Credit Agreement;

         WHEREAS, the Borrower acknowledges that (a) with respect to the
reporting period of March 31, 2002, the ratio of (i) the sum of (A) Cash
Dividend Income for the four-fiscal-quarter period ending on December 31, 2001,
plus (B) 25% of the amount of Equity Distributions received by the Borrower
during such period, plus (C) all amounts received by the Borrower from its
Subsidiaries and Affiliates during such period constituting reimbursement of
interest expense paid by the Borrower to (ii) interest expense accrued by the
Borrower during such period, is currently estimated to have been approximately
1.18 to 1, (b) such ratio would, with the lapse of time, constitute a breach of
the covenant set forth in Section 8.01(j) of the Credit Agreement, and (c)
pursuant to Section 9.01(c) of the Credit Agreement, the breach of this covenant
would constitute an Event of Default (the "Identified Default") under the Credit
Agreement; and

         WHEREAS, the Borrower, the Lenders, the Administrative Agent, the
Collateral Agent, the Co-Syndication Agents and the Documentation Agents have
agreed to amend the Credit Agreement as hereinafter set forth.

         NOW, THEREFORE, in consideration of the premises set forth above, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged,



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the Borrower, the Lenders, the Administrative Agent, the Collateral Agent, the
Co-Syndication Agents and the Documentation Agents agree as follows:



         1. AMENDMENTS TO THE CREDIT AGREEMENT. Subject to the conditions set
forth in paragraph 2 hereof, the Credit Agreement is, effective as of the date
hereof, hereby amended as follows:

                (a) Section 8.01(i) of the Credit Agreement is amended by
         deleting the table appearing at the end thereof and substituting
         therefor:

                    PERIOD                                    RATIO
               -----------------                       --------------------
        Closing Date through September 30, 2001             5.25 to 1
        October 1, 2001 through                             5.50 to 1
        September 30, 2002
        October 1, 2002 through                             4.75 to 1
        March 31, 2003
        April 1, 2003 and thereafter                        4.50 to 1

                (b) Section 8.01(j) of the Credit Agreement is amended by
         deleting such Section in its entirety and substituting therefor:

                        "(j) Cash Dividend Coverage Ratio. The Borrower shall
                maintain, as of the last day of each Measurement Quarter, a
                minimum ratio of (i) the sum of (A) Cash Dividend Income for the
                four-fiscal-quarter period ending on such day (or, with respect
                to each Measurement Quarter ending in 2002, for the period from
                January 1, 2002 through and including the last day of such
                Measurement Quarter), plus (B) 25% of the amount of Equity
                Distributions received by the Borrower during such period but in
                no event in excess of $10,000,000, plus (C) all amounts received
                by the Borrower from its Subsidiaries and Affiliates during such
                period constituting reimbursement of interest expense (including
                commitment, guaranty and letter of credit fees) paid by the
                Borrower on behalf of any such Subsidiary or Affiliate to (ii)
                interest expense (including commitment, guaranty and letter of
                credit fees) accrued by the Borrower in respect of all Debt
                during such period of not less than : (a) for each such period
                ending on March 31, 2002, June 30, 2002 and September 30, 2002,
                1.40 to 1, (b) for the period ending on December 31, 2002, 1.50
                to 1, (c) for the period ending on March 31, 2003, 1.75 to 1,
                and (d) for each such period ending on June 30, 2003 and
                thereafter, 1.90 to 1; provided, that the Borrower shall be
                deemed not to be in breach of the foregoing covenant if, during
                the Measurement Quarter, it has permanently reduced the
                Commitments and the principal amount outstanding under this
                Agreement and the Promissory Notes such that the amount
                determined pursuant to clause (ii) above, when recalculated on a
                pro forma basis assuming that the amount of such reduced
                Commitments and principal amount outstanding under this
                Agreement and the Promissory Notes were in effect at all times
                during such

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                four-fiscal-quarter period, would result in the Borrower being
                in compliance with such ratio; and provided further, that until
                the Borrower so reduces such Commitments and principal amount
                outstanding under this Agreement and the Promissory Notes and/or
                increases Cash Dividend Income during such Measurement Quarter,
                the Borrower may not request any additional Extensions of Credit
                (other than Conversions)."



         2. CONDITIONS TO EFFECTIVENESS. The amendments contemplated by this
Amendment shall become effective upon the execution and delivery to the
Administrative Agent of counterparts hereof by the Required Lenders, the
Administrative Agent and the Borrower and the fulfillment of the following
conditions:

                (a) All representations and warranties contained in this
         Amendment and in the Credit Agreement and the other Loan Documents, in
         each case as amended hereby, shall be true and correct in all material
         respects.


                (b) With the exception of the Identified Event of Default and
         the Identified Default, no event shall have occurred and be continuing
         which constitutes an Event of Default or a Default.

         3. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. On and after the
effective date of this Amendment, each reference in the Credit Agreement to
"this Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement shall mean and be a reference to the Credit Agreement, as
amended by this Amendment, and each reference in the other Loan Documents to
"the Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement shall mean and be a reference to the Credit
Agreement, as amended by this Amendment. Except as specifically amended above,
the Credit Agreement and all other Loan Documents are and shall continue to be
in full force and effect and are hereby in all respects ratified and confirmed.
Without limiting the generality of the foregoing, the Cash Collateral Agreement
and all of the Collateral described therein do and shall continue to secure the
payment of all obligations of Borrower described therein after giving effect to
this Amendment.

         4. MISCELLANEOUS.

                (a) Reference to and Effect on the Credit Agreement. The
         Borrower reaffirms and restates the representations and warranties set
         forth in the Credit Agreement and the other Loan Documents, and all
         such representations and warranties shall be true and correct on the
         date hereof with the same force and effect as if made on such date. The
         Borrower represents and warrants (which representations and warranties
         shall survive the execution and delivery hereof) that:

                        (i) It is a duly organized, validly existing corporation
                in good standing under the laws of its organization and has the
                corporate power and authority to execute, deliver and carry out
                the terms and provisions of this Amendment and has taken or
                caused to be taken all necessary corporate action to authorize
                the execution, delivery and performance of this Amendment;




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                        (ii) No consent of any other person, including, without
                limitation, shareholders or creditors of the Borrower, and no
                action of, or filing with any governmental or public body or
                authority, is required to authorize, or is otherwise required in
                connection with the execution, delivery and performance of this
                Amendment;

                        (iii) This Amendment has been duly executed and
                delivered by a duly authorized officer on behalf of the
                Borrower, and constitutes its legal, valid and binding
                obligations, enforceable in accordance with its terms, except as
                enforcement thereof may be subject to the effect of any
                applicable (i) bankruptcy, insolvency, reorganization,
                moratorium or similar law affecting creditors' rights generally
                and (ii) general principles of equity (regardless of whether
                enforcement is sought in a proceeding in equity or at law); and

                        (iv) The execution, delivery and performance of this
                Amendment will not violate any law, statue or regulation
                applicable to the Borrower or any order or decree of any court
                or governmental instrumentality applicable to it, or conflict
                with, or result in the breach of, or constitute a default under,
                any of its contractual obligations.

                (b) No Waiver. Nothing herein contained shall constitute a
         waiver or be deemed to be a waiver, of any existing Defaults or Events
         of Default, and the Lenders and the Agent reserve all rights and
         remedies granted to them by the Credit Agreement, by the other Loan
         Documents, by law and otherwise.

                (c) Costs and Expenses. The Borrower agrees to pay all costs,
         fees, and out-of-pocket expenses (including attorneys' fees) incurred
         by the Administrative Agent in connection with the preparation,
         execution and enforcement of this Amendment.

                (d) Headings. Section headings in this Amendment are included
         herein for convenience of reference only and shall not constitute a
         part of this Amendment for any other purpose.

                (e) Counterparts. This Amendment may be executed in any number
         of separate counterparts, each of which shall collectively and
         separately constitute one agreement. Delivery of an executed
         counterpart of a signature page to this Amendment by facsimile shall be
         effective as delivery of a manually executed counterpart of this
         Amendment.

                (f) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
         CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
         (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE
         OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW
         PRINCIPLES).




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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.


                        CMS ENERGY CORPORATION



                        By: /s/ Alan M. Wright
                           ----------------------------------------
                           Name: Alan M Wright
                           Title: Executive Vice President, Chief Financial
                                  Officer and Chief Administrative Officer


                        BARCLAYS BANK PLC, individually as a Lender and as
                        Administrative Agent, Collateral Agent and Issuing Bank

                        By: /s/ Sydney G. Dennis
                            ------------------------
                        Name: Sydney G. Dennis
                        Title:  Director


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