Exhibit 10.2
EXECUTION COPY
AMENDMENT NO. 2
This AMENDMENT NO. 2, dated as of June 27, 2003 (this "Amendment"), is
made to that certain Credit Agreement, dated as of October 11, 2002 (as
amended by the Amendment, dated as of December 5, 2002, among Alliant Energy
Corporation (the "Borrower"), the lenders party thereto (the "Lenders") and
Bank One, NA, as agent (the "Agent"), the "Credit Agreement"), among the
Borrower, the Lenders and the Agent.
PRELIMINARY STATEMENT:
The Borrower, the Lenders and the Agent previously entered into the
Credit Agreement. The Borrower has requested that the Lenders agree to the
amendments to the Credit Agreement as set forth herein, and the Majority
Lenders have agreed to such request, subject to the terms and conditions of
this Amendment. Therefore, for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties agree as follows:
SECTION 1. Definitions. Capitalized terms used but not defined herein
have the meanings assigned to such terms in the Credit Agreement.
SECTION 2. Amendments.
(a) Section 5.02(a) of the Credit Agreement is amended by (i) deleting the
word "and" from clause (xi) of such Section, (ii) replacing the heading
"(xii)" in clause (xii) of such Section with the heading "(xiii)" and
(iii) inserting the following new clause (xii) immediately following
clause (xi) of such Section:
(xii) Liens on funds held in escrow to defease outstanding HEARTS bonds
in connection with the sale of Heartland Properties, Inc.; provided that
the funds deposited into escrow do not exceed $42,000,000 in the
aggregate; and
(b) Section 5.02(f) of the Credit Agreement is hereby amended by (i)
deleting the "and" immediately before clause (vi) of Section 5.02(f) of the
Credit Agreement and (ii) adding the following at the end of such clause,
"and (vii) sales of Equity Interests of Whiting Petroleum Corporation in
connection with the issuance of Equity Interests by Whiting Petroleum
Corporation;".
(c) Section 5.02(g) of the Credit Agreement is hereby amended by adding the
words "(other than the capital stock of Whiting Petroleum Corporation)"
immediately after the words "or the capital stock of any other of its
Subsidiaries".
SECTION 3. Conditions of Effectiveness. Section 2 of this Amendment
shall become effective as of the date first set forth above when each of the
following conditions shall have been fulfilled:
(i) the Majority Lenders and the Borrower shall have executed and
delivered to the Agent a counterpart of this Amendment;
(ii) the Borrower shall have paid (A) to the Agent, for the account of
each Lender that shall have executed and delivered to the Agent a
counterpart of this Amendment on or before 12:00 noon (New York City time)
on Friday, June 27, 2003, an upfront fee of 0.025% of the aggregate amount
of the Commitment of such Lender, and (B) all fees payable hereunder or
payable pursuant to the Fee Letter, dated the date hereof, between the
Borrower and the Agent; and
(iii) the representations and warranties set forth in Section 4 hereof
shall be true and correct on and as of the date of effectiveness of this
Amendment as though made on and as of such date.
SECTION 4. Representations and Warranties. The Borrower represents and
warrants that (a) the representations and warranties contained in Article IV
of the Credit Agreement, as amended hereby (with each reference therein to
(i) "this Agreement", "hereunder" and words of like import referring to the
Credit Agreement being deemed to be a reference to this Amendment and the
Credit Agreement, as amended hereby, and (ii) "Loan Documents", "thereunder"
and words of like import being deemed to include this Amendment and the
Credit Agreement, as amended hereby) are true and correct on and as of the
date hereof as though made on and as of such date, and (b) no event has
occurred and is continuing, or would result from the execution and delivery
of this Amendment, that constitutes an Unmatured Default or an Event of
Default.
SECTION 5. Effect on the Credit Agreement. Except as specifically
provided above, the Credit Agreement shall continue to be in full force and
effect and is hereby in all respects ratified and confirmed. The execution,
delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the
Lenders under the Credit Agreement, nor constitute a waiver of any provision
of the Credit Agreement.
SECTION 6. Costs and Expenses. The Borrower agrees to pay on demand all
costs and expenses of the Agent in connection with the preparation, execution
and delivery of this Amendment, including, without limitation, the reasonable
fees and out-of-pocket expenses of counsel for the Agent with respect
thereto, and all costs and expenses (including, without limitation, counsel
fees and expenses), if any, in connection with the enforcement (whether
through negotiations, legal proceedings or otherwise) of this Amendment.
SECTION 7. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute but one and
the same instrument.
SECTION 8. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of the New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the
date first above written.
ALLIANT ENERGY CORPORATION
By____________________________________
Name:
Title:
BANK ONE, NA,
as Agent, LC Issuing Bank and as Lender
By____________________________________
Name:
Title:
CITIBANK, N.A.
By____________________________________
Name:
Title:
ABN AMRO BANK N.V.
By____________________________________
Name:
Title:
By____________________________________
Name:
Title:
AMERICAN TRUST & SAVINGS BANK
By____________________________________
Name:
Title:
AUSTRALIA AND NEW ZEALAND
BANKING GROUP
By____________________________________
Name:
Title:
BANK OF AMERICA, N.A.
By____________________________________
Name:
Title:
THE BANK OF TOKYO MITSUBISHI, LTD.
CHICAGO BRANCH
By____________________________________
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2
BARCLAYS BANK
By____________________________________
Name:
Title:
BNP PARIBAS
By____________________________________
Name:
Title:
By____________________________________
Name:
Title:
COBANK, ACB
By____________________________________
Name:
Title:
FLEETBOSTON
By____________________________________
Name:
Title:
JP MORGAN CHASE
By____________________________________
Name:
Title:
KBC BANK, NV
By____________________________________
Name:
Title:
By____________________________________
Name:
Title:
MERRILL LYNCH BANK USA
By____________________________________
Name:
Title:
NATIONAL AUSTRALIA BANK
By____________________________________
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2
U.S. BANK NATIONAL ASSOCIATION
By____________________________________
Name:
Title:
WACHOVIA BANK, NATIONAL ASSOCIATION
By____________________________________
Name:
Title:
WELLS FARGO BANK, NATIONAL
ASSOCIATION
By____________________________________
Name:
Title:
By____________________________________
Name:
Title:
SIGNATURE PAGE TO AMENDMENT NO. 2