EXHIBIT B-3
REIMBURSEMENT AGREEMENT
THIS AGREEMENT, which is made this day of , 2000,
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by and between American Transmission Company, LLC, a limited liability company
organized and existing under the laws of the State of Wisconsin (the
"Borrower"), and Alliant Energy Corporation, a corporation organized and
existing under the laws of the State of Wisconsin (the "Guarantor"),
WITNESSETH:
WHEREAS, the Borrower proposes to enter into a Credit Agreement to be
dated as of , 2000, with various financial institutions (together with
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their respective successors and assigns, each a "Lender" and collectively the
"Lenders") and Bank One, NA as agent (in such capacity, together with any
successor in such capacity, the "Agent"), pursuant to which the Lenders may make
certain loans to the Borrower (the "Credit Agreement");
WHEREAS, the Lenders have required, as a condition of such financing,
that the Guarantor enter into a Guaranty dated , 2000, (the
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"Guaranty"), pursuant to which the Guarantor shall guarantee all of the
obligations of the Borrower under the Credit Agreement (the "Obligations");
WHEREAS, the Borrower would have been unable to obtain financing under
the Credit Agreement without the Guaranty of the Guarantor;
WHEREAS, it is in the best interests of the Borrower to obtain such
financing from the Lenders;
NOW, THEREFORE, in consideration of the above premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in order to induce the Guarantor to enter into the Guaranty,
the parties hereby agree as follows:
1. The Borrower hereby unconditionally promises to reimburse the
Guarantor upon demand, without defense, setoff or counterclaim, for (a) all
amounts which Guarantor may pay to the Agent or any Lender under or in
connection with the Guaranty, and (b) interest on such amounts from the date of
payment by the Guarantor to the date of reimbursement by the Borrower at the
rate of interest announced by Bank One, NA from time to time as its prime or
reference rate for interest rate determinations plus 2% per annum, with the
interest rate hereon changing as and when such prime rate changes. The
Borrower's obligation to reimburse the Guarantor shall be absolute,
unconditional and irrevocable, shall be paid strictly in accordance with this
Agreement, and shall not be affected by, and the Guarantor shall not be
responsible for, among other things, (a) the validity or enforceability of, or
compliance with the terms of, the Guaranty, the Credit Agreement or any related
document, (b) the use of the proceeds of loans made under the Credit Agreement,
or (c) any dispute between the Borrower and the Agent or any Lender or Lenders.
The Guarantor shall not be obligated to take any steps whatsoever to collect
from, or to file any claim of any kind against, any other person or entity
liable for payment or performance of any of the Obligations. The Guarantor shall
have the exclusive right, which may be exercised from time to time without
diminishing or impairing the obligations of Borrower hereunder, and without
notice of any kind to Borrower, to grant or enter into any waiver, amendment,
modification, extension, refinancing, indulgence, compromise, settlement,
discharge or release of any of the provisions of the Guaranty or any other
agreement that relates to the Obligations, and to honor any demand for payment
under the Guaranty without inquiry or investigation. The Borrower
unconditionally and irrevocably waives all notices of any kind, including notice
of any demand or payment made under the Guaranty, and each and every defense,
setoff or counterclaim which would otherwise operate to impair or diminish its
obligations under this Agreement. Nothing whatever except actual full payment
and performance to the Guarantor shall operate to discharge the Borrower's
obligations hereunder.
2. The Borrower shall pay to the Guarantor a guarantee fee at the
rate of % per annum, computed on the outstanding principal balance of the
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Obligations for the period commencing as of , 2000 (the "Closing
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Date"), and continuing so long as the Guaranty is outstanding, which fee shall
be payable quarterly in advance commencing on the Closing Date and continuing on
the [first day of each June, September, December and March] thereafter.
3. All computations of interest, fees and other amounts hereunder
will be based on a 360-day year using the actual number of days occurring in the
period for which such interest, fees or other amounts are payable.
4. The Borrower agrees not to enter into any amendment or
modification of the Credit Agreement or any related document, or seek any waiver
or consent thereunder, without the prior written consent of the Guarantor.
5. The Borrower shall obtain the release or termination of the
Guaranty on or before the expiration of sixty (60) days after the effective date
of the first transfer of transmission assets to the Borrower by one or more of
its member utilities.
6. The Borrower shall provide to the Guarantor such information
regarding the financial condition of the Borrower as the Guarantor may
reasonably request from time to time.
7. Borrower represents and warrants that:
a. The execution, delivery and performance of this Agreement by
the Borrower are within the limited liability company powers of the Borrower,
have been duly authorized by all necessary limited liability company action and
do not and will not (i) require any consent or approval of the members of the
Borrower which has not been obtained, (ii) violate any provision of the
operating agreement of the Borrower or of any law, rule, regulation, order,
writ, judgment, injunction, decree, determination or award presently in effect
having applicability to the Borrower; (iii) require the consent or approval of,
or filing or registration with, any governmental body, agency or authority, or
(iv) result in a breach of or constitute a default under, or result in the
imposition of any lien, charge or encumbrance upon any property of the Borrower
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pursuant to, any indenture or other agreement or instrument under which the
Borrower is a party or by which it or any of its properties may be bound or
affected.
b. This Agreement constitutes the legal, valid and binding
obligation of the Borrower enforceable in accordance with its terms, except as
such enforceability may be limited by bankruptcy or similar laws affecting the
enforceability of creditors' rights generally.
8. The Borrower shall pay or reimburse the Guarantor for (i) all
reasonable out-of-pocket costs and expenses (including without limitation,
reasonable attorneys' fees and expenses) paid or incurred by the Guarantor in
connection with the negotiation, preparation, execution, delivery and
administration of the Guaranty, this Agreement and any other document required
hereunder or thereunder, including without limitation any amendment, supplement,
modification or waiver of or to any of the foregoing; and (ii) all reasonable
out-of-pocket costs and expenses (including without limitation, reasonable
attorneys' fees and expenses) paid or incurred by the Guarantor before or after
judgment in enforcing, protecting or preserving any of its rights under this
Agreement, the Guaranty and any other document required hereunder or thereunder.
9. This Agreement is intended solely for the benefit of the
parties hereto, and no third party shall have any rights under or by reason of
the existence of this Agreement.
10. This Agreement shall inure to the benefit of the Guarantor
and its successors and assigns, and shall be binding upon the Borrower and
Borrower's successors and assigns.
11. Any failure or delay on the part of the Guarantor in
asserting or enforcing any of its rights or in making any claims or demands
hereunder shall not constitute a waiver of any of the Guarantor's rights
hereunder.
12. This Agreement constitutes the entire agreement between the
Borrower and Guarantor with respect to the subject matter hereof, superseding
all previous communications and negotiations, and no representation,
understanding, promise or condition concerning the subject matter hereof shall
be binding upon Guarantor unless expressed herein..
13. This Agreement may be executed in any number of counterparts
with the same effect as if the signatures thereto and hereto were upon the same
instrument.
14. This Agreement shall be governed by the internal laws of the
State of Wisconsin.
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IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals as of the day and year first above written.
(SEAL) AMERICAN TRANSMISSION COMPANY,
LLC
By:
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Title:
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(SEAL) ALLIANT ENERGY CORPORATION
By:
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Title:
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