0001193125-05-042628 Sample Contracts

CREDIT AGREEMENT Dated as of June 23, 2004 among WISCONSIN ELECTRIC POWER COMPANY, as Borrower, THE LENDERS IDENTIFIED HEREIN, U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent
Credit Agreement • March 4th, 2005 • Wisconsin Energy Corp • Electric & other services combined • New York

This CREDIT AGREEMENT (this “Agreement”), dated as of June 23, 2004, is entered into among WISCONSIN ELECTRIC POWER COMPANY, a Wisconsin corporation (the “Borrower”), the Lenders (as defined herein) and U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”), as Administrative Agent (in such capacity, the “Agent”).

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AMENDMENT
Credit Agreement • March 4th, 2005 • Wisconsin Energy Corp • Electric & other services combined • New York

This AMENDMENT, dated as of November 1, 2004 (this “Amendment”), is made to that certain First Amended and Restated Three Year Credit Agreement, dated as of April 8, 2003 (the “Credit Agreement”), among JPMorgan Chase Bank, as administrative agent for the lenders party thereto (the “Administrative Agent”), J.P. Morgan Securities Inc., as lead arranger and book manager, Citibank, N.A. and U.S. Bank National Association, as syndication agents, Credit Suisse First Boston, as documentation agent (collectively, the “Agents”), and Wisconsin Energy Corporation, a Wisconsin corporation (the “Borrower”).

ELM ROAD II FACILITY LEASE AGREEMENT between ELM ROAD GENERATING STATION SUPERCRITICAL, LLC as Lessor and WISCONSIN ELECTRIC POWER COMPANY as Lessee Dated as of November 9, 2004
Facility Lease Agreement • March 4th, 2005 • Wisconsin Energy Corp • Electric & other services combined • Wisconsin

This ELM ROAD II FACILITY LEASE AGREEMENT, dated as of November 9, 2004 (this “Facility Lease”), is between Elm Road Generating Station Supercritical, LLC, a Wisconsin limited liability company, as lessor (“Lessor”), and Wisconsin Electric Power Company, a Wisconsin corporation, as lessee (“Lessee”). Lessee and Lessor are sometimes herein referred to as a “Party” and collectively as the “Parties”.

ELM ROAD I FACILITY LEASE AGREEMENT between ELM ROAD GENERATING STATION SUPERCRITICAL, LLC as Lessor and WISCONSIN ELECTRIC POWER COMPANY as Lessee Dated as of November 9, 2004
Facility Lease Agreement • March 4th, 2005 • Wisconsin Energy Corp • Electric & other services combined • Wisconsin

* An electronic version of this sample calculation has been provided to the PSCW with a copy of this Facility Lease and such electronic sample calculation is incorporated by reference herein.

FIRST AMENDED AND RESTATED THREE YEAR CREDIT AGREEMENT among WISCONSIN ENERGY CORPORATION, as Borrower, THE LENDERS IDENTIFIED HEREIN AND J.P. MORGAN SECURITIES INC., as Lead Arranger and Book Manager, CITIBANK, N.A. and U.S. BANK NATIONAL...
Three Year Credit Agreement • March 4th, 2005 • Wisconsin Energy Corp • Electric & other services combined • New York

THIS FIRST AMENDED AND RESTATED THREE YEAR CREDIT AGREEMENT (this “Credit Agreement”), dated as of April 8, 2003, is entered into among WISCONSIN ENERGY CORPORATION, a Wisconsin corporation (the “Borrower”), the Lenders (as defined herein), J.P. MORGAN SECURITIES INC., as Lead Arranger and Book Manager (the “Lead Arranger”), CITIBANK, N.A. and U.S. BANK NATIONAL ASSOCIATION, as Syndication Agents, CREDIT SUISSE FIRST BOSTON, as Documentation Agent, and JPMORGAN CHASE BANK, as administrative agent for the Lenders (in such capacity, the “Agent”).

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