Exhibit 10.1
EXECUTION COPY
AMENDMENT
This AMENDMENT, dated as of December 5, 2002 (this "Amendment"), is made
to that certain Credit Agreement, dated as of October 11, 2002, (the "Credit
Agreement"), among Alliant Energy Corporation (the "Borrower"), the lenders
party thereto (the "Lenders") and Bank One, NA, as agent (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
amendment 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. Amendment. Section 5.02(a) of the Credit Agreement is amended
by (i) deleting the word "and" from clause (x) of such Section, (ii)
replacing the heading "(xi)" in clause (xi) of such Section with the heading
"(xii)" and (iii) inserting the following new clause (xi) immediately following
clause (x) of such Section:
(xi) Liens on the capital stock and assets of Xxxxxxx Petroleum
Corporation ("Xxxxxxx") to secure not more than $230 million aggregate
principal amount of Debt of Xxxxxxx under a loan agreement to be entered into
by Xxxxxxx on or before December 31, 2002; and
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 December 5,
2002, an upfront fee of 0.10% 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 Agreement to be
executed by their respective officers thereunto duly authorized, as of the
date first above written.
ALLIANT ENERGY CORPORATION
By: /s/ Xxxxxxx Bacalao
------------------------
Name: Xxxxxxx Bacalao
Title: Assistant Treasurer
BANK ONE, NA,
as Agent, LC Issuing Bank and as Lender
By: /s/ Xxxxxxxxx X. Xxxxxx
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Name: Xxxxxxxxx X. Xxxxxx
Title: Director
SIGNATURE PAGE TO AMENDMENT
