Exhibit (10)(b)
 EXECUTION COPY
  Amendment Borrower Lenders CUSA Administrative Agent
 Credit Agreement
 Section 11.01
 Section 11.01
 1. Amendment to Credit Agreement. Paragraph 2 Section 9.01(e)
 2. Conditions to Effectiveness.
 Section 11.01
   3. Reference to and Effect on the Loan Documents.




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4. Miscellaneous.
 Representations and Warranties.
 Section 7.01 subsection (f)
     No Waiver
 2




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Costs and Expenses.
 Headings.
 Counterparts.
 GOVERNING LAW.
 signature
pages follow
 3




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CMS ENERGY CORPORATION, as BorrowerBy:
    /s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    Vice President & TreasurerCITICORP USA, INC., as Administrative AgentBy:
    /s/ Amit VasaniName:
    Amit VasaniTitle:
    VPCITIBANK, N.A., as a LenderBy:
    /s/ Amit VasaniName:
    Amit VasaniTitle:
    VP Signature Page to Amendment No. 2 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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UNION BANK OF CALIFORNIA, N.A., as a LenderBy:
    /s/ Jeff FesenmaierName:
    Jeff FesenmaierTitle:
    Vice President Signature Page to Amendment No. 2 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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BARCLAYS BANK PLC, as a LenderBy:
    /s/ Alicia BorysName:
    Alicia BorysTitle:
    Assistant Vice President Signature Page to Amendment No. 2 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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JPMORGAN CHASE BANK, N.A., as a LenderBy:
    /s/  Juan JavellanaName:
    Juan JavellanaTitle:
    Vice President Signature Page to Amendment No. 2 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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WACHOVIA BANK, NATIONAL ASSOCIATION, 
as a LenderBy:
    /s/ Frederick W. PriceName:
    Frederick W. PriceTitle:
    Managing Director Signature Page to Amendment No. 2 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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MERRILL LYNCH BANK USA, as a LenderBy:
    /s/ Louis AlderName:
    Louis AlderTitle:
    First Vice President Signature Page to Amendment No. 2 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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BNP PARIBAS, as a LenderBy:
    /s/ Francis J. DelaneyName:
    FRANCIS J. DELANEYTitle:
    Managing DirectorBy:
    /s/ Ravina AdvaniName:
    Ravina AdvaniTitle:
    Vice President Signature Page to Amendment No. 2 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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SUNTRUST BANK, as a LenderBy:
    /s/ Andrew JohnsonName:
    Andrew JohnsonTitle:
    Director Signature Page to Amendment No. 2 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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UBS LOAN FINANCE LLC, as a LenderBy:
    /s/ Richard L. TavrowName:
    Richard L. TavrowTitle:
    DirectorBy:
    /s/ Irja R. OtsaName:
    Irja R. OtsaTitle:
    Associate Director Signature Page to Amendment No. 2 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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DEUTSCHE BANK TRUST COMPANY AMERICAS, 
as a LenderBy:
    /s/ Marcus M. TarkingtonName:
    Marcus M. TarkingtonTitle:
    DirectorBy:
    /s/ Anca TrifanName:
    Anca TrifanTitle:
    Director Signature Page to Amendment No. 2 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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KEYBANK NATIONAL ASSOCIATION, as a LenderBy:
    /s/ Sherrie I. MansonName:
    Sherrie I. MansonTitle:
    Senior Vice President Signature Page to Amendment No. 2 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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LASALLE BANK MIDWEST, N.A., as a LenderBy:
    /s/  Neil HiltonName:
    NEIL HILTONTitle:
    SENIOR VICE PRESIDENT Signature Page to Amendment No. 2 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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CREDIT SUISSE, CAYMAN ISLANDS BRANCH, 
as a LenderBy:
    /s/ Mikhail FaybusovichName:
    Mikhail FaybusovichTitle:
    Vice PresidentBy:
    /s/ Karim BlasettiName:
    Karim BlasettiTitle:
    Vice President Signature Page to Amendment No. 2 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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FIFTH THIRD BANK, as a LenderBy:
    /s/ Brian JelinskiName:
    Brian JelinskiTitle:
    Assistant Vice President Signature
Page to Amendment No. 2 toSeventh Amended and Restated Credit Agreement(CMS Energy Corporation)




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WELLS FARGO BANK, NATIONAL ASSOCIATION, as a LenderBy:
    /s/ Scott BjeldeName:
    Scott BjeldeTitle:
    Senior Vice President Signature
Page to Amendment No. 2 to
Seventh Amended and Restated Credit Agreement(CMS Energy Corporation)




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BAYERISCHE LANDESBANK, as a LenderBy:
    /s/ Gina HoeyGina HoeyVice PresidentBy:
    /s/ John GregoryJohn GregoryFirst Vice President Signature Page to Amendment No. 2 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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HUNTINGTON NATIONAL BANK, as a LenderBy:
    /s/ Patrick BarbourName:
    Patrick BarbourTitle:
    Vice President Signature
Page to Amendment No. 2 to
Seventh Amended and Restated Credit Agreement(CMS Energy Corporation)




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GOLDMAN SACHS CREDIT PARTNERS, L.P., as a LenderBy:
    /s/ Andrew  CaditzName:
    Andrew  CaditzTitle:
    Vice President Signature
Page to Amendment No. 2 to
Seventh Amended and Restated Credit Agreement(CMS Energy Corporation)




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SUMITOMO MITSUI BANKING CORP.,
as a LenderBy:
    /s/ William M. GinnName:
    William M. GinnTitle:
    General Manager Signature Page to Amendment No. 2 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)




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THE ROYAL BANK OF SCOTLAND PLC, as a LenderBy:
    /s/ Andrew TaylorName:
    Andrew TaylorTitle:
    Vice President Signature Page to Amendment No. 2 to
Seventh Amended and Restated Credit Agreement
(CMS Energy Corporation)