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EXHIBIT 4-2
March 10, 1995
To the Lenders parties to the
Credit Agreement referred to below
Ladies and Gentlemen:
We refer to the Revolving Credit Agreement dated as of March 29, 1993, as
amended by the letter amendment, dated November 15, 1994 (as so amended, the
"Credit Agreement"), among WISCONSIN GAS COMPANY, (the "Borrower"), each of you
as Lenders, and Citibank, N.A., as Agent. Unless otherwise defined herein, the
terms, defined in the Credit Agreement shall be used herein as therein defined.
By letter to the Agent dated February 13, 1995, the Borrower requested a one-
year extension of the Termination Date, to March 29, 1998, pursuant to Section
2.17 of the Credit Agreement. As required by Section 2.17, the Borrower
subsequently delivered a certified copy of the unaudited consolidated financial
statements of the Borrower for the fiscal year ending December 31, 1994 and the
Borrower's officer's certificate. The Borrower has informed us that audited
consolidated financial statements will be delivered to you during the week
beginning March 13, 1995, in compliance with Section 2.17 of the Credit
Agreement.
If you agree to the extension of the Termination Date requested by the Borrower,
please evidence such agreement by dating, executing and returning the 8 enclosed
counterparts of this letter on or before March 28, 1995 (the day immediately
preceding the applicable Extension Date) to the Agent, in c/o King & Spaling,
120 West 45th Street, 32nd Floor, New York, New York 10036, Attention to Jeff
V. Nelson, who will distribute a fully executed counterpart for each of us upon
his receipt thereof. The Termination Date will be extended only if each Lender
agrees to the Borrower's request, and the Borrower has timely delivered the
requisite audited financial statements, which financial statements may not
differ materially (in the opinion of the agent and the Lenders) from the
previously-delivered unaudited consolidated financial statements. The Agent
will promptly inform all parties to the Credit Agreement whether the extension
has been approved.
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To the Lenders Parties to the Credit Agreement
March 10, 1995
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This letter may be executed in any number of counterparts and by any combination
of the parties hereto in separate counterparts, each of which counterparts shall
be an original and all of which taken together shall constitute one and the same
letter.
Very truly yours,
CITIBANK, N.A., as Agent
By /ANITA j. BRICKELL
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Anita J. Brickell
Vice President
Agreed to:
CITIBANK, N.A. HARRIS TRUST AND SAVINGS BANK
By /ANITA/ J. BRICKELL By /ANDREW PETERS/
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Anita J. Brickell Andrew Peters
Vice President Vice President
Date 03/29/95 Date 03/28/95
FIRSTAR BANK MILWAUKEE, N.A. M&I MARSHALL & ILSLEY BANK
By /SANDRA HARTEG/ By /BRIAN CASPER/
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Sandra Hartag Brian Casper
Vice President Vice President
Date 03/28/95 Date 03/24/95