EXHIBIT B-2
[Wisconsin Public Service Corporation Letterhead]
August 31, 2001
Wisconsin Power & Light Company
000 Xxxx Xxxxxxxxxx Xxxxxx
P. O. Box 192
Madison, WI 53701-0192
Attention: Xx. Xxxxxxx X. Xxxxxx
Re: Wisconsin River Power Company ("WRPCO") Capital Stock
Dear Xxxx:
This letter is intended to amend the letter agreement dated
August 24, 2000 (the "Letter Agreement"), between Wisconsin Public Service
Corporation ("WPSC") and Wisconsin Power and Light Company ("WP&L") pursuant to
which WPSC granted to WP&L the option to purchase (the "Option") one-half of the
shares of Capital Stock of WRPCO which WPSC was purchasing from Consolidated
Water Power Company ("CWPCO") in the following respects:
1. The option term specified in paragraph 2 of the letter
agreement (the "Option Term") is extended to December 31, 2001 at which time the
Option Term will expire.
2. Subject to paragraph 3 hereof, the Option price will be
equal to WPSC's cost for the Option Shares determined pursuant to Section 1.1(a)
and (b) of the Agreement for Purchase and Sale of Stock dated as of August 24,
2000, between CWPCO and WPSC (the "Stock Purchase Agreement") as amended by the
Amendment to Agreement for Purchase and Sale of Stock dated as of December 22,
2000 (the "Amendment"). Upon exercise of the Option, WP&L shall pay to WPSC (a)
an amount equal to WPSC's cost of the shares pursuant to Section 1.1(a) of the
Stock Purchase Agreement, as adjusted pursuant to the provisions of the
Amendment, (b) that portion of the payment of additional purchase price paid by
WPSC to CWPCO since January 1, 2001, pursuant to Section 1.1(b) of the Stock
Purchase Agreement which is allocable to the Option Shares, and (c) at the time
such additional payments are made, that portion of the payment of additional
purchase price payable by WPSC pursuant to Section 1.1(b) of the Stock Purchase
Agreement which is allocable to the Option Shares at such times as WPSC is
required to make such additional payments of purchase price pursuant to Section
1.1(b) of the Stock Purchase Agreement.
3. The agreement of WP&L to promptly apply for all regulatory
approvals which it requires per the purchase by it of the Option Shares shall be
deemed made as of the date of this letter rather than as of the date of the
Letter Agreement.
4. WP&L's exercise of the Option shall be subject to the
condition that any governmental approval necessary for the Operating Agreement
dated January 1, 2001 entered into by WRPCO, WP&L and WPSC (the "Operating
Agreement"), shall have been obtained prior to WP&L's exercise of the Option,
and that the Operating Agreement shall remain in full force and effect on the
date that WP&L exercises the Option.
All capitalized terms used herein and not expressly defined
herein shall have the respective meanings ascribed to them in the Letter
Agreement.
Except as amended by this letter, the Letter Agreement hereby
is in all respects confirmed and ratified.
If you are in agreement with the foregoing, please so indicate
on the enclosed copy of this letter and return it to the undersigned.
WISCONSIN PUBLIC SERVICE CORPORATION
By:__________________________________
Xxxxx X. Xxxxxx
Chairman and Chief Executive Officer
* * *
Wisconsin Power and Light Company agrees to and accepts the
foregoing on the terms stated.
WISCONSIN POWER AND LIGHT COMPANY
By:_____________________________
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