Exhibit 4.1
FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED FIVE YEAR
CREDIT AGREEMENT
THIS FIRST AMENDMENT, dated as of
March 31, 2009 (this “First Amendment” ), amends
the Second Amended and Restated Five Year Credit Agreement dated as
of November 7, 2006 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit
Agreement” ), among ALLIANT ENERGY CORPORATION, a
Wisconsin corporation (the “Borrower” ), the
Lenders party thereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as
administrative agent (in such capacity, the
“Agent” ), LC Issuing Bank and Swingline Bank
for the Lenders. Except as otherwise defined in this First
Amendment, terms defined in the Credit Agreement are used herein as
defined therein.
The Borrower has requested, and the
Lenders and the Agent have agreed, subject to the terms and
conditions set forth herein, to amend the Credit Agreement as
specifically set forth herein.
Accordingly, in consideration of the
mutual agreements herein contained and other good and valuable
consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1.
Amendments to Credit
Agreement . On the First
Amendment Effective Date, the Credit Agreement shall be, and is
hereby, amended as follows:
(a) Article
I of the Credit Agreement is amended by adding the following
definitions in proper alphabetical order.
“ Designated Lender
” means a Defaulting Lender or a Downgraded Lender
“ Defaulting Lender
” means any Lender, as reasonably determined by the Agent,
that (i) has failed (which failure has not been cured) to fund any
Advance or any participation interest in Letters of Credit or
Swingline Advances required to be made hereunder in accordance with
the terms hereof (unless such Lender shall have notified the Agent
and the Borrower in writing of its good faith determination that a
condition under Section 3.2 to its obligation to fund any Advance
shall not have been satisfied), (ii) has notified the Borrower, the
Agent, the LC Issuing Bank or the Swingline Lender in writing that
it does not intend to comply with any of its funding obligations
under this Agreement or has made a public statement to the effect
that it does not intend to comply with its funding obligations
under this Agreement or generally under other agreements in which
it commits to extend credit, (iii) has failed, within three
Business Days after receipt of a written request from the Agent or
the Borrower delivered in accordance with Section 8.2 of the
Agreement to confirm that it will comply with the terms of this
Agreement relating to its obligation to fund prospective Advances
or participations in Letters of Credit and Swingline Advances, and
such request states that the requesting party has reason to believe
that the Lender receiving such request may fail to comply with such
obligation, and states such reason, (iv) has failed to pay to the
Agent, the LC Issuing Bank or any other Lender when due an amount
owed by such Lender to the Agent, the LC Issuing Bank or any other
Lender pursuant to the terms of this Agreement, unless such amount
is subject to a good faith dispute or such failure has been cured,
or (v) (a) has become or is insolvent or is the Subsidiary of a
Person that has become or is insolvent or (b) has become the
subject of a proceeding under the Federal Bankruptcy Code or under
any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect, or has had a receiver, conservator, trustee or
custodian appointed for it, or has taken any action in furtherance
of, or indicating its consent to, approval of or acquiescence in
any such proceeding or appointment or is a Subsidiary of a Person
that has become subject of a proceeding under the Federal
Bankruptcy Code or under any other applicable bankruptcy,
insolvency or similar law now or hereafter in effect, or has had a
receiver, conservator, trustee or custodian appointed for it, or
has taken any action in furtherance of, or indicating its consent
to, approval of or acquiescence in any such proceeding or
appointment; provided that a Lender shall not be a
Defaulting Lender solely by virtue of the ownership or acquisition
of an Equity Interest in such Lender or a parent company thereof by
a governmental authority or an instrumentality thereof.
“Downgraded
Lender ” means any
Lender that has a non-credit enhanced senior unsecured debt rating
below investment grade from either Moody’s, S&P or any
other nationally recognized statistical rating organization
recognized as such by the Securities and Exchange
Commission.
(b) The
definition of “Alternate Base Rate” is hereby amended
by deleting the word “and” after clause (i) thereof,
deleting the period after the end of clause (ii) thereof and
substituting therefor “; and” and inserting the
following new clause (iii):
|
|
(iii)
|
the Eurodollar Rate for an Interest Period of 1
month plus 1.00%.
|
(c) The
definition of “Majority Lenders” is hereby amended by
deleting the period at the end of the first sentence thereof and
substituting the following therefor:
; provided that the
Outstanding Credits and Percentage held or deemed held by any
Defaulting Lender shall be excluded for purposes of making a
determination of Majority Lenders.
(d) Section
2.1(a) is hereby amended by inserting the following language in
lieu of the period at the end of the first sentence
thereof:
as reduced by an amount equal to the
difference of (A) the Commitment of any Defaulting Lender minus (B)
the principal amount of such Defaulting Lenders’ outstanding
Outstanding Credits.
(e) Section
2.1(b) is hereby amended by amending the proviso at the end of the
second sentence thereof in its entirety to read as
follows:
provided that no Borrowing of Swingline Advances shall be
made if, (i) immediately after giving effect thereto, the
Outstanding Credits would exceed the Aggregate Commitment at such
time (as reduced by an amount equal to the difference of (A) the
Commitment of any Defaulting Lender minus (B) the principal amount
of such Defaulting Lenders’ Outstanding Credits) or (ii) any
Lender is at such time a Designated Lender hereunder, unless the
Swingline Lender has entered into satisfactory arrangements,
including, without limitation, the posting of cash collateral, with
the Borrower or such Lender to eliminate the Swingline
Lender’s risk with respect to such Lender.
(f) Section
2.4(b) is amended in its entirety to read as follows:
(b)
No
