10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
	For the quarterly period ended June 30, 2005

or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
	For the transition period from _______ to _______

Commission	Name of Registrant, State of Incorporation,	IRS Employer
File Number	Address of Principal Executive Offices and Telephone Number	Identification Number
1-9894	ALLIANT ENERGY CORPORATION	39-1380265
	(a Wisconsin corporation)
	4902 N. Biltmore Lane
	Madison, Wisconsin 53718
	Telephone (608)458-3311
0-4117-1	INTERSTATE POWER AND LIGHT COMPANY	42-0331370
	(an Iowa corporation)
	Alliant Energy Tower
	Cedar Rapids, Iowa 52401
	Telephone (319)786-4411
0-337	WISCONSIN POWER AND LIGHT COMPANY	39-0714890
	(a Wisconsin corporation)
	4902 N. Biltmore Lane
	Madison, Wisconsin 53718
	Telephone (608)458-3311

This combined Form 10-Q is separately filed by Alliant Energy Corporation, Interstate Power and Light Company and Wisconsin Power and Light Company. Information contained in the Form 10-Q relating to Interstate Power and Light Company and Wisconsin Power and Light Company is filed by such registrant on its own behalf. Each of Interstate Power and Light Company and Wisconsin Power and Light Company makes no representation as to information relating to registrants other than itself.

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes [ X ] No [   ]

Indicate by check mark whether the registrants are accelerated filers (as defined in Rule 12b-2 of the Exchange Act).

Alliant Energy Corporation	Yes [ X ]		No [	]
Interstate Power and Light Company	Yes [	]	No [ X ]
Wisconsin Power and Light Company	Yes [	]	No [ X ]

Number of shares outstanding of each class of common stock as of July 29, 2005:

Alliant Energy Corporation	Common stock, $0.01 par value, 116,469,272 shares outstanding
Interstate Power and Light Company	Common stock, $2.50 par value, 13,370,788 shares outstanding (all of which
	are owned beneficially and of record by Alliant Energy Corporation)
Wisconsin Power and Light Company	Common stock, $5 par value, 13,236,601 shares outstanding (all of which are
	owned beneficially and of record by Alliant Energy Corporation)

TABLE OF CONTENTS

		Page
Part I.	Financial Information	2
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	2
	Alliant Energy Corporation:
	Condensed Consolidated Statements of Income for the Three and Six Months Ended
	June 30, 2005 and 2004	2
	Condensed Consolidated Balance Sheets as of June 30, 2005 and December 31, 2004	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2005 and 2004	5
	Notes to Condensed Consolidated Financial Statements	6
	Interstate Power and Light Company:
	Condensed Consolidated Statements of Income for the Three and Six Months Ended
	June 30, 2005 and 2004	23
	Condensed Consolidated Balance Sheets as of June 30, 2005 and December 31, 2004	24
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2005 and 2004	26
	Notes to Condensed Consolidated Financial Statements	27
	Wisconsin Power and Light Company:
	Condensed Consolidated Statements of Income for the Three and Six Months Ended
	June 30, 2005 and 2004	30
	Condensed Consolidated Balance Sheets as of June 30, 2005 and December 31, 2004	31
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2005 and 2004	33
	Notes to Condensed Consolidated Financial Statements	34
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	56
Item 4.	Controls and Procedures	56
Part II.	Other Information	56
Item 1.	Legal Proceedings	56
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 4.	Submission of Matters to a Vote of Security Holders	57
Item 5.	Other Information	57
Item 6.	Exhibits	58
	Signatures	59

1

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

ALLIANT ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
	2005		2004		2005		2004
	(dollars in millions, except per share amounts)
Operating revenues:
Domestic utility:
Electric	$541	.3	$468	.6	$1,040	.1	$936	.5
Gas	92	.3	78	.9	337	.6	327	.8
Other	19	.4	17	.7	38	.7	37	.1
Non-regulated	46	.9	34	.5	82	.3	68	.0
	699	.9	599	.7	1,498	.7	1,369	.4
Operating expenses:
Domestic utility:
Electric production fuel and purchased power	242	.8	172	.2	452	.1	370	.3
Cost of gas sold	57	.8	48	.4	236	.9	233	.1
Other operation and maintenance	170	.5	161	.7	351	.7	342	.1
Non-regulated operation and maintenance	42	.2	30	.6	78	.0	63	.0
Depreciation and amortization	81	.8	78	.6	162	.0	157	.5
Taxes other than income taxes	23	.3	25	.5	49	.7	51	.6
	618	.4	517	.0	1,330	.4	1,217	.6
Operating income	81	.5	82	.7	168	.3	151	.8
Interest expense and other:
Interest expense	44	.4	43	.3	88	.6	86	.1
Loss on early extinguishment of debt	-		-		16	.0	5	.4
Equity income from unconsolidated investments	(16	.3)	(5	.7)	(18	.6)	(21	.9)
Allowance for funds used during construction	(2	.8)	(5	.7)	(5	.4)	(12	.8)
Preferred dividend requirements of subsidiaries	4	.7	4	.7	9	.4	9	.4
Asset valuation charge - Brazil investments	96	.2	-		96	.2	-
Interest income and other	(7	.3)	(3	.7)	(14	.5)	(12	.3)
	118	.9	32	.9	171	.7	53	.9
Income (loss) from continuing operations before income taxes	(37	.4)	49	.8	(3	.4)	97	.9
Income taxes	(27	.6)	15	.8	(18	.7)	31	.4
Income (loss) from continuing operations	(9	.8)	34	.0	15	.3	66	.5
Loss from discontinued operations, net of tax	(48	.9)	(47	.1)	(71	.6)	(45	.5)
Net income (loss)	($58	.7)	($13	.1)	($56	.3)	$21	.0
Average number of common shares outstanding (basic) (000s)	116,283		112,079		116,157		111,616
Earnings per average common share (basic):
Income (loss) from continuing operations	($0	.08)	$0	.30	$0	.13	$0	.60
Loss from discontinued operations	(0	.42)	(0	.42)	(0	.61)	(0	.41)
Net income (loss)	($0	.50)	($0	.12)	($0	.48)	$0	.19
Average number of common shares outstanding (diluted) (000s)	116,283		112,481		116,500		112,030
Earnings per average common share (diluted):
Income (loss) from continuing operations	($0	.08)	$0	.30	$0	.13	$0	.59
Loss from discontinued operations	(0	.42)	(0	.42)	(0	.61)	(0	.40)
Net income (loss)	($0	.50)	($0	.12)	($0	.48)	$0	.19
Dividends declared per common share	$0	.2625	$0	.25	$0	.525	$0	.50

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

2

ALLIANT ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	June 30,		December 31,
ASSETS	2005		2004
	(in millions)
Property, plant and equipment:
Domestic utility:
Electric plant in service	$6,521	.9	$6,330	.0
Gas plant in service	659	.5	649	.2
Other plant in service	542	.6	526	.4
Accumulated depreciation	(3,250	.6)	(3,137	.3)
Net plant	4,473	.4	4,368	.3
Construction work in progress	165	.3	179	.4
Other, less accumulated depreciation (accum. depr.)	64	.2	69	.6
Total domestic utility	4,702	.9	4,617	.3
Non-regulated and other:
Non-regulated Generation, less accum. depr.	284	.4	266	.2
Other Non-regulated Investments, less accum. depr.	141	.3	62	.0
Alliant Energy Corporate Services, Inc. and other, less accum. depr.	57	.7	65	.2
Total non-regulated and other	483	.4	393	.4
	5,186	.3	5,010	.7
Current assets:
Cash and temporary cash investments	241	.6	202	.4
Restricted cash	18	.7	13	.2
Accounts receivable:
Customer, less allowance for doubtful accounts	103	.6	128	.7
Unbilled utility revenues	84	.0	138	.1
Other, less allowance for doubtful accounts	59	.0	59	.4
Income tax refunds receivable	8	.5	16	.2
Production fuel, at average cost	53	.5	42	.5
Materials and supplies, at average cost	56	.1	58	.8
Gas stored underground, at average cost	26	.6	64	.9
Regulatory assets	63	.3	61	.7
Assets held for sale	299	.6	484	.5
Other	62	.9	71	.6
	1,077	.4	1,342	.0
Investments:
Investments in unconsolidated foreign entities	405	.9	524	.8
Nuclear decommissioning trust funds	421	.6	413	.2
Investment in American Transmission Company LLC and other	247	.4	251	.3
	1,074	.9	1,189	.3
Other assets:
Regulatory assets	458	.3	424	.9
Deferred charges and other	283	.7	308	.3
	742	.0	733	.2
Total assets	$8,080	.6	$8,275	.2

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

3

ALLIANT ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Continued)

	June 30,		December 31,
CAPITALIZATION AND LIABILITIES	2005		2004
	(in millions, except per
	share and share amounts)
Capitalization:
Common stock - $0.01 par value - authorized 240,000,000 shares;
outstanding 116,357,909 and 115,741,816 shares	$1	.2	$1	.2
Additional paid-in capital	1,774	.2	1,762	.1
Retained earnings	754	.8	871	.9
Accumulated other comprehensive loss	(95	.3)	(67	.1)
Shares in deferred compensation trust - 250,705 and 246,572 shares
at an average cost of $27.37 and $27.36 per share	(6	.9)	(6	.7)
Total common equity	2,428	.0	2,561	.4
Cumulative preferred stock of subsidiaries, net	243	.8	243	.8
Long-term debt, net (excluding current portion)	2,146	.5	2,289	.4
	4,818	.3	5,094	.6
Current liabilities:
Current maturities	215	.2	96	.5
Variable rate demand bonds	39	.1	39	.1
Commercial paper	91	.0	83	.0
Capital lease obligations	42	.5	13	.7
Accounts payable	250	.6	264	.3
Accrued interest	44	.9	45	.4
Accrued payroll and vacation	43	.1	33	.8
Accrued taxes	83	.8	101	.3
Liabilities held for sale	130	.9	150	.0
Other	87	.5	118	.3
	1,028	.6	945	.4
Other long-term liabilities and deferred credits:
Deferred income taxes	766	.9	775	.5
Deferred investment tax credits	41	.6	44	.0
Regulatory liabilities	656	.0	643	.2
Asset retirement obligations	381	.7	369	.3
Pension and other benefit obligations	201	.4	185	.8
Capital lease obligations	30	.1	63	.3
Other	151	.3	149	.3
	2,229	.0	2,230	.4
Minority interest	4	.7	4	.8
Total capitalization and liabilities	$8,080	.6	$8,275	.2

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

4

ALLIANT ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Six Months Ended June 30,
	2005		2004
	(in millions)
Cash flows from operating activities:
Net income (loss)	($56	.3)	$21	.0
Adjustments to reconcile net income (loss) to net cash flows from operating
activities:
Loss from discontinued operations, net of tax	71	.6	45	.5
Distributions from discontinued operations	19	.5	1	.0
Depreciation and amortization	162	.0	157	.5
Other amortizations	28	.7	33	.3
Deferred tax expense (benefit) and investment tax credits	(29	.3)	32	.4
Equity income from unconsolidated investments, net	(18	.6)	(21	.9)
Distributions from equity method investments	11	.8	14	.5
Loss on early extinguishment of debt	16	.0	5	.4
Non-cash valuation charges	99	.3	1	.0
Other	(11	.9)	(10	.4)
Other changes in assets and liabilities:
Accounts receivable	29	.6	57	.6
Sale of utility accounts receivable	50	.0	(75	.0)
Income tax refunds receivable	7	.7	(32	.1)
Gas stored underground	38	.3	16	.7
Deferral of expenditures associated with the Kewaunee outage	(18	.4)	-
Accounts payable	11	.0	(16	.5)
Accrued taxes	(17	.5)	1	.5
Adjustment clause balances	(4	.8)	16	.0
Benefit obligations and other	(25	.3)	(28	.8)
Net cash flows from operating activities	363	.4	218	.7
Cash flows used for investing activities:
Construction and acquisition expenditures:
Domestic utility business	(216	.3)	(259	.5)
Non-regulated businesses	(40	.0)	(24	.9)
Alliant Energy Corporate Services, Inc.	(3	.4)	(7	.8)
Proceeds from asset sales	40	.9	3	.6
Other	(6	.7)	(12	.7)
Net cash flows used for investing activities	(225	.5)	(301	.3)
Cash flows from (used for) financing activities:
Common stock dividends	(60	.8)	(55	.5)
Proceeds from issuance of common stock	12	.2	50	.7
Proceeds from issuance of long-term debt	108	.4	100	.2
Reductions in long-term debt	(135	.9)	(84	.5)
Net change in commercial paper	8	.0	(19	.5)
Net change in loans with discontinued operations	(2	.5)	43	.8
Debt repayment premiums	(14	.8)	(4	.9)
Other	(13	.3)	(8	.2)
Net cash flows from (used for) financing activities	(98	.7)	22	.1
Net increase (decrease) in cash and temporary cash investments	39	.2	(60	.5)
Cash and temporary cash investments at beginning of period	202	.4	179	.4
Cash and temporary cash investments at end of period	$241	.6	$118	.9
Supplemental cash flows information:
Cash paid during the period for:
Interest, net of capitalized interest	$89	.6	$86	.1
Income taxes, net of refunds	$17	.5	$22	.6
Noncash investing and financing activities:
Capital lease obligations incurred	$1	.2	$1	.8

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

5

ALLIANT ENERGY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) General - The interim condensed consolidated financial statements included herein have been prepared by Alliant Energy Corporation (Alliant Energy), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S.) of America (GAAP) have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated financial statements include Alliant Energy and its consolidated subsidiaries (including Interstate Power and Light Company (IPL), Wisconsin Power and Light Company (WPL), Alliant Energy Resources, Inc. (Resources) and Alliant Energy Corporate Services, Inc. (Corporate Services)). These financial statements should be read in conjunction with the financial statements and the notes thereto included in Alliant Energy’s, IPL’s and WPL’s latest combined Annual Report on Form 10-K.

In the opinion of management, all adjustments, which are normal and recurring in nature, necessary for a fair presentation of the condensed consolidated results of operations for the three and six months ended June 30, 2005 and 2004, the condensed consolidated financial position at June 30, 2005 and Dec. 31, 2004, and the condensed consolidated statements of cash flows for the six months ended June 30, 2005 and 2004 have been made. Because of the seasonal nature of Alliant Energy’s utility operations, results for the three and six months ended June 30, 2005 are not necessarily indicative of results that may be expected for the year ending Dec. 31, 2005. A change in management’s estimates or assumptions could have a material impact on Alliant Energy’s financial condition and results of operations during the period in which such change occurred. Certain prior period amounts have been reclassified on a basis consistent with the current period presentation. Such reclassifications relate to the reporting of assets held for sale and discontinued operations pursuant to Statement of Financial Accounting Standards (SFAS) 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS 144). Unless otherwise noted, the notes herein have been revised to reflect information related only to continuing operations for all periods presented.

(b) Regulatory Assets - In April 2005, WPL received approval from the Public Service Commission of Wisconsin (PSCW) to defer incremental fuel-related costs associated with the extension of an unplanned outage at the Kewaunee Nuclear Power Plant (Kewaunee) beginning April 15, 2005. Deferral of incremental operation and maintenance costs related to the unplanned outage has also been approved by the PSCW. Kewaunee’s unplanned outage extended from February 2005 until early July 2005. At June 30, 2005, Alliant Energy and WPL had $18 million recorded in “Other assets - regulatory assets” on their respective Condensed Consolidated Balance Sheets related to these incremental costs. Refer to Note 12 for additional information on Kewaunee. The amount of the incremental costs calculated by Alliant Energy to be recovered from customers is subject to review by the PSCW in a future rate proceeding.

(c)Common Shares Outstanding - A reconciliation of the weighted average common shares outstanding used in the basic and diluted earnings per average common share (EPS) calculation for the three and six months ended June 30 was as follows (in thousands):

	Three Months		Six Months
	2005	2004	2005	2004
Weighted average common shares outstanding:
Basic EPS calculation	116,283	112,079	116,157	111,616
Effect of dilutive securities	--	402	343	414
Diluted EPS calculation	116,283	112,481	116,500	112,030

As a result of Alliant Energy incurring a loss from continuing operations for the three months ended June 30, 2005, 347,225 of potential incremental common shares were excluded from the calculation of diluted EPS for that period because the effect would have been anti-dilutive. In addition, the following options to purchase shares of common stock were excluded from the calculation of diluted EPS as the exercise prices were greater than the average market price for the three and six months ended June 30:

	Three Months		Six Months
	2005	2004	2005	2004
Options to purchase shares of common stock	2,928,981	3,323,424	3,005,351	3,362,506
Weighted average exercise price of options excluded	$29.46	$29.32	$29.47	$29.33

6

(d) Accounting for Stock-Based Compensation - The effect on net income and EPS for the three and six months ended June 30 if Alliant Energy had applied the fair value recognition provisions of SFAS 123, “Accounting for Stock-Based Compensation” (SFAS 123), to awards issued under its stock-based incentive compensation plans was as follows (dollars in millions):

	Three Months		Six Months
	2005	2004	2005	2004
Net income (loss), as reported	($58.7)	($13.1)	($56.3)	$21.0
Add: stock-based employee compensation expense
(income) included in reported net income (loss),
net of related tax effects	0.8	0.8	(0.4)	1.7
Less: stock-based employee compensation expense
(income) determined under the fair value-based
method for all awards, net of related tax effects	0.9	1.2	(0.2)	2.6
Pro forma net income (loss)	($58.8)	($13.5)	($56.5)	$20.1
EPS (basic):
As reported	($0.50)	($0.12)	($0.48)	$0.19
Pro forma	($0.51)	($0.12)	($0.49)	$0.18
EPS (diluted):
As reported	($0.50)	($0.12)	($0.48)	$0.19
Pro forma	($0.51)	($0.12)	($0.48)	$0.18

(e) Restricted Cash - At June 30, 2005, short-term restricted cash on Alliant Energy’s and IPL’s Condensed Consolidated Balance Sheets included $13 million related to the July 2005 retirement of certain IPL pollution control revenue bonds.

(f) Interest Income and Other - The other (income) and deductions included in “Interest income and other” in Alliant Energy’s Condensed Consolidated Statements of Income for the three and six months ended June 30 were as follows (in millions):

	Three Months		Six Months
	2005	2004	2005	2004
Interest income:
From loans to discontinued operations	($3.5)	($5.3)	($8.6)	($11.6)
Other	(3.5)	(1.8)	(5.8)	(3.6)
Currency transaction gains, net	(0.4)	--	--	(1.3)
Other	0.1	3.4	(0.1)	4.2
	($7.3)	($3.7)	($14.5)	($12.3)

(g) Property, Plant and Equipment - In the second quarter of 2005, Alliant Energy completed the construction and began commercial operations of its 300 megawatt (MW), simple-cycle, natural gas-fired Sheboygan Falls Energy Facility (SFEF) near Sheboygan Falls, Wisconsin, which is leased to WPL.  The facility is being depreciated using the straight-line method over its estimated useful life of 35 years.  Alliant Energy capitalized interest of $1.3 million and $3.4 million for the three and six months ended June 30, 2005, and $1.2 million and $2.4 million for the three and six months ended June 30, 2004, respectively, related to SFEF. Alliant Energy and WPL record SFEF in “Property, plant and equipment - Non-regulated and other - Non-regulated Generation” and “Property, plant and equipment - Leased SFEF”, respectively, on their respective Condensed Consolidated Balance Sheets. Refer to WPL’s Note 17 for additional information on WPL’s capital lease related to SFEF.

7

2. COMPREHENSIVE INCOME (LOSS)

Alliant Energy’s comprehensive income (loss), and the components of other comprehensive income (loss), net of taxes, for the three and six months ended June 30 were as follows (in millions):

	Three Months		Six Months
	2005	2004	2005	2004
Net income (loss)	($58.7)	($13.1)	($56.3)	$21.0
Unrealized holding gains on securities, net of tax	0.9	1.0	0.1	4.9
Less: reclassification adjustment for losses
included in net income (loss), net of tax	(0.2)	--	(0.3)	--
Net unrealized gains on securities	1.1	1.0	0.4	4.9
Foreign currency translation adjustments, net of tax	(30.4)	(26.1)	(29.2)	(24.4)
Unrealized holding gains on qualifying
derivatives, net of tax	0.9	0.2	0.6	0.2
Less: reclassification adjustment for losses
included in net income (loss), net of tax	--	--	--	(0.1)
Net unrealized gains on qualifying derivatives	0.9	0.2	0.6	0.3
Other comprehensive income (loss)	(28.4)	(24.9)	(28.2)	(19.2)
Comprehensive income (loss)	($87.1)	($38.0)	($84.5)	$1.8

3. SALES OF UTILITY ACCOUNTS RECEIVABLE

In the second quarter of 2005, IPL sold an additional $50 million of accounts receivables, resulting in a corresponding decrease in accounts receivable on Alliant Energy’s and IPL’s Condensed Consolidated Balance Sheets at June 30, 2005 compared to the amounts at Dec. 31, 2004.

4. INCOME TAXES

The provision for income taxes for earnings from continuing operations is based on an estimated annual effective tax rate that excludes the impact of significant unusual or infrequently occurring items, discontinued operations or extraordinary items. The effective tax rate typically differs from the federal statutory rate of 35% principally due to state income taxes, the impact of foreign income and associated tax, tax credits, effects of utility ratemaking and certain non-deductible expenses. In addition, the provision for income taxes for earnings from continuing operations recorded in the second quarter of 2005 included the reversal of approximately $8 million of deferred tax asset valuation allowances originally recorded in 2004 related to Alliant Energy’s anticipated ability to utilize certain capital losses. Based on additional information that became available in the second quarter of 2005, Alliant Energy now believes it will generate sufficient capital gains in the future to utilize the tax benefits of these capital losses resulting in the reversal of the deferred tax asset valuation allowance.

In the second quarter of 2005, Alliant Energy recorded $41 million and $40 million of deferred tax assets on non-cash asset valuation charges incurred in 2005 related to its China and Brazil investments, respectively. Because Alliant Energy currently believes it will generate sufficient capital gains in the future to utilize tax capital losses that may be generated related to these non-cash asset valuation charges, no valuation allowance was provided against the deferred tax assets. Income tax benefits related to the non-cash asset valuation charges for its China ($41 million) and Brazil ($40 million) investments were included in “Loss from discontinued operations, net of tax” and “Income taxes,” respectively, in Alliant Energy’s Condensed Consolidated Statements of Income. Refer to Notes 7 and 11 for further discussion of the non-cash asset valuation charges related to Alliant Energy’s Brazil and China investments, respectively.

8

5. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

The components of Alliant Energy’s qualified and non-qualified pension benefits and other postretirement benefits costs for the three and six months ended June 30 were as follows (in millions):

	Pension Benefits				Other Postretirement Benefits
	Three Months		Six Months		Three Months		Six Months
	2005	2004	2005	2004	2005	2004	2005	2004
Service cost	$5.0	$5.1	$10.0	$9.8	$2.9	$2.5	$5.8	$5.3
Interest cost	11.8	10.9	23.7	21.9	4.0	3.4	8.0	7.1
Expected return on
plan assets	(13.6)	(11.7)	(27.3)	(23.3)	(1.8)	(1.6)	(3.5)	(3.2)
Amortization of:
Transition
obligation (asset)	(0.1)	(0.1)	(0.2)	(0.2)	0.5	0.5	1.0	1.0
Prior service cost	0.9	0.9	1.8	1.6	(0.2)	(0.3)	(0.5)	(0.5)
Actuarial loss	2.2	1.8	4.4	3.9	1.6	1.0	3.2	2.6
	$6.2	$6.9	$12.4	$13.7	$7.0	$5.5	$14.0	$12.3

In addition, in the second quarter of 2005, Alliant Energy eliminated certain corporate and operations support positions. As a result, Alliant Energy recognized special termination benefits costs related to its pension and other postretirement benefits plans of $0.6 million and $1.8 million, respectively, in the second quarter of 2005. Alliant Energy has requested approval from the PSCW to defer $1.7 million of these costs until WPL’s next rate case and therefore has recorded these costs in “Other assets - regulatory assets” on its Condensed Consolidated Balance Sheet.

Alliant Energy estimates that funding for the pension and other postretirement benefits plans for 2005 will be approximately $3 million and $17 million, of which $0 and $9 million, respectively, has been contributed through June 30, 2005.

6. DEBT

(a) Short-term Debt - In August 2005, Alliant Energy and its subsidiaries completed the re-syndication of three revolving credit facilities totaling $650 million ($100 million for Alliant Energy at the parent company level, $300 million for IPL and $250 million for WPL), which support commercial paper and are available for direct borrowings. The re-syndication extended the terms of the facilities to August 2010. In June 2005, IPL obtained state authority for borrowing under its five-year facility from the Minnesota Public Utilities Commission (MPUC). In June 2005, WPL obtained authority from the PSCW for borrowing under its former five-year facility and expects to extend that authority to its new facility later in 2005. Information regarding commercial paper at June 30, 2005 was as follows (dollars in millions):

	Alliant	Parent
Commercial paper:	Energy	Company	IPL	WPL
Amount outstanding	$91	$--	$45	$46
Weighted average maturity	1 day	N/A	1 day	1 day
Discount rates	3.44-3.46%	N/A	3.46%	3.44%
Available capacity	$559	$100	$255	$204

(b) Long-term Debt - In February 2005, Resources retired $100 million of its 7.375% senior notes due 2009, incurring $16 million of pre-tax debt repayment premiums and charges for the unamortized debt expenses related to this debt retirement. These debt retirement costs, and $5 million of debt retirement costs incurred in February 2004 related to the retirement of $20 million of senior notes at Resources, are recorded in “Loss on early extinguishment of debt” in Alliant Energy’s Condensed Consolidated Statements of Income.

In June 2005, Resources’ wholly-owned subsidiary, Sheboygan Power, LLC, issued $70 million of 5.06% non-recourse senior notes due 2025, which are secured by SFEF. The proceeds were used in August 2005 to assist with the retirement of Resources’ remaining $104 million of 7.375% senior notes maturing in 2009. In August 2005, Alliant Energy incurred $14 million of pre-tax debt repayment premiums and charges for the unamortized debt expenses related to this debt retirement.

In July 2005, IPL issued $50 million of 5.50% senior debentures due 2025 and plans to use the proceeds in August 2005 to retire its $50 million, 7% collateral trust bonds due 2023. In July 2005, WPL redeemed its $72 million, 7.6% first mortgage bonds with the issuance of short-term debt which was later reduced with the proceeds from the sale of its interest in Kewaunee.

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7. INVESTMENTS

(a) Investments in Foreign Entities- The geographic concentration of Alliant Energy’s unconsolidated foreign investments was as follows (in millions):

	Brazil	New Zealand	Mexico	Total
June 30, 2005	$284.7	$121.2	$--	$405.9
Dec. 31, 2004	326.4	115.9	82.5	524.8

Brazil - Resources holds a non-controlling interest in five Brazilian electric utility companies and a natural gas-fired generating facility through several direct investments accounted for under the equity method of accounting. In accordance with Accounting Principles Board Opinion No. 18, “The Equity Method of Accounting for Investments in Common Stock,” Alliant Energy recorded a pre-tax non-cash asset valuation charge related to its Brazilian investments of $96 million (after-tax charge of $56 million, or $0.48 per share) in the second quarter of 2005 in Alliant Energy’s Condensed Consolidated Statements of Income as a result of a decline in the fair value of these Brazil investments. The charge reduced the local currency carrying amount of Alliant Energy’s investments in Brazil to their estimated local currency fair value and does not reflect the impact of pre-tax foreign currency translation losses of $92 million at June 30, 2005 recorded in “Accumulated other comprehensive loss” on Alliant Energy’s Condensed Consolidated Balance Sheet. If Alliant Energy commits to a plan in the future to dispose its Brazil investments, it would evaluate the investments for impairment at that time by including the cumulative translation losses in the carrying amount. Alliant Energy estimated the fair value of its Brazil investments by using a combination of market value indicators and the expected discounted future U.S. dollar cash flows converted to local currencies at the June 30, 2005 foreign currency exchange rate. The decline in fair value resulted primarily from the impact of significant changes in the spread between the foreign currency exchange rate at the end of the second quarter and both past and projected future rates; consideration of updated market and other information Alliant Energy received from its financial advisor and its Brazilian partners in the second quarter of 2005; and an assessment of potential outcomes of the various strategic alternatives being evaluated by Alliant Energy. The decrease in Alliant Energy’s investments in Brazil from Dec. 31, 2004 to June 30, 2005 was due to the $96 million pre-tax non-cash valuation charge, partially offset by the impact of changes in currency exchange rates and undistributed earnings.

In April 2005, as a result of an arbitration dispute and the subsequent signing of a settlement agreement, Alliant Energy received a non-refundable deposit for the potential sale of its 50% direct interest in Usina Termelétrica de Juiz de Fora S.A. (Juiz de Fora), a natural-gas fired generating facility, to Cat-Leo Construcoes, Industria e Servicos de Energia S.A (Cat-Leo Servicos). As of June 30, 2005, the sale was still pending therefore Alliant Energy recorded the $12.4 million non-refundable deposit in “Current liabilities - other” on its Condensed Consolidated Balance Sheet.

New Zealand - Resources’ investments include a 23.8% ownership interest in TrustPower Ltd. (TrustPower), a hydro and wind generation utility company, and a 5.0% ownership interest in Infratil Ltd., an infrastructure development company. Based on the exchange rates and trading prices at June 30, 2005 and Dec. 31, 2004, the TrustPower investment fair value was $312 million and $306 million, and the carrying value was $92 million and $89 million, respectively. The Infratil Ltd. investment is marked-to-market at each balance sheet date in accordance with SFAS 115, “Accounting for Certain Investments in Debt and Equity Securities.” At June 30, 2005, Alliant Energy had recorded an after-tax unrealized gain of $12 million in “Accumulated other comprehensive loss” on Alliant Energy’s Condensed Consolidated Balance Sheet related to its investment in Infratil Ltd.

Mexico - Resources’ investment in Mexico at Dec. 31, 2004 consisted of a secured loan receivable (including accrued interest income) of $82.5 million from a Mexican development company, LDM Utility Co., S.A. de C.V. (LDMU), to build the utility infrastructure of a master planned resort community. In February 2005, Resources completed the transfer of ownership and control of the project by acquiring a 97% interest in LDMU for an immaterial cash expenditure. Effective with the transfer of ownership, the loan remains outstanding as an intercompany loan, thus Alliant Energy removed the loan receivable from “Investments in unconsolidated foreign entities” on its Condensed Consolidated Balance Sheet and recorded $83 million of property, plant and equipment in “Non-regulated and other - Other Non-regulated Investments” related to the real estate, golf course and utility assets owned by LDMU. Various other assets and liabilities of LDMU have also been recorded on Alliant Energy’s Condensed Consolidated Balance Sheet. Alliant Energy has not finalized the allocation to the various assets and liabilities acquired. LDMU is in the development stage, therefore its results of operations are not currently material to Alliant Energy. In July 2005, Alliant Energy announced its intent to divest its interest in LDMU, which it currently anticipates completing by the end of 2006.

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(b) Unconsolidated Equity Investments- Equity (income) loss from Alliant Energy’s unconsolidated investments accounted for under the equity method of accounting for the three and six months ended June 30 was as follows (in millions):

	Three Months		Six Months
	2005	2004	2005	2004
Brazil	($12.1)	($2.1)	($10.6)	($14.7)
American Transmission Company LLC (ATC)	(5.1)	(4.4)	(10.4)	(8.9)
TrustPower	(3.4)	(1.0)	(6.2)	(4.6)
Wisconsin River Power Company (WRPC)	(0.8)	(1.7)	(1.4)	(1.9)
Alliant Energy Synfuel LLC ((Synfuel) - excludes tax benefits)	5.7	5.0	10.4	9.7
Other	(0.6)	(1.5)	(0.4)	(1.5)
	($16.3)	($5.7)	($18.6)	($21.9)

8. DERIVATIVE FINANCIAL INSTRUMENTS

Weather Derivatives - In the second quarter of 2005, IPL and WPL each entered into separate electric weather derivative agreements to reduce the impact of weather volatility on their domestic utility electric margins. The term of both agreements is June 1, 2005 through Aug. 31, 2005. IPL and WPL combined will receive/pay up to $9 million ($5.5 million for IPL and $3.5 million for WPL) from/to the counterparty at the end of the contract term if actual cooling degree days are less/greater than the cooling degree days specified in the contracts. Alliant Energy uses the intrinsic value method to account for weather derivatives and records all gains and losses from these weather derivatives as adjustments to domestic utility revenues. The actual cooling degree days in June 2005 were higher than those specified in the contract, resulting in IPL and WPL accruing the maximum amount of liabilities to the counterparty under the agreements of $5.5 million and $3.5 million, respectively, in the second quarter of 2005. Alliant Energy’s ratepayers do not share in the gains/losses realized from the weather hedges. IPL and WPL did not enter into electric weather derivatives in 2004.

9. COMMITMENTS AND CONTINGENCIES

(a) Purchase Obligations - Alliant Energy, through its subsidiaries Corporate Services, IPL and WPL, has entered into purchased power, coal, and natural gas supply, transportation and storage contracts for its domestic utility business. As of June 30, 2005, minimum future commitments related to its domestic utility business for July 1, 2005 and beyond for purchased power (excluding operating leases), coal and natural gas were $117 million, $330 million and $319 million, respectively.

In addition to the purchased power contracts noted previously, Alliant Energy has agreements related to the Riverside and RockGen plants that meet the criteria as operating leases given that over their contract terms, Alliant Energy has exclusive rights to all or a substantial portion of the output from these facilities. At June 30, 2005, Alliant Energy’s future minimum operating lease payments were $432 million and $61 million related to the Riverside and RockGen plant agreements, respectively.

(b) Environmental Liabilities - IPL and WPL have current or previous ownership interests in manufactured gas plant (MGP) sites previously associated with the production of gas for which they may be liable for investigation, remediation and monitoring costs relating to the sites. Additional contamination was discovered late in the first quarter of 2005 at one of IPL’s MGP sites, resulting in the recording of $14 million of additional environmental liabilities in the first quarter of 2005. In the second quarter of 2005, extensive soil sampling was completed at this site, and it was determined that there was less contamination than initially estimated. The current estimate for the remaining environmental liability associated with this site has been revised to $6 million. Based on current ratemaking treatment, IPL believes these estimated costs will be recovered from ratepayers in the future and therefore has recorded them as regulatory assets. Management currently estimates the range of remaining costs to be incurred for these MGP sites to be $34 million ($29 million for IPL and $5 million for WPL) to $60 million ($53 million for IPL and $7 million for WPL) and has recorded a liability of $44 million ($39 million for IPL and $5 million for WPL) at June 30, 2005.

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(c)Guarantees - Alliant Energy agreed to indemnify the buyer of its energy services business in the second quarter of 2005 for losses resulting from breaches of Alliant Energy’s representations and warranties and obligations under the sale agreement. The indemnification is limited to approximately $18 million and expires in October 2006. Alliant Energy believes the likelihood of having to make any material cash payments under the sale agreement is remote. Refer to Note 11 for information on a $4.1 million payment made by Alliant Energy in June 2005 under its guarantee outstanding to support a third-party financing arrangement related to its biomass facility.

10. SEGMENTS OF BUSINESS

Certain financial information relating to Alliant Energy’s business segments is as follows. Gas revenues included $20million and $5 million for the three months ended June 30, 2005 and 2004, and $25 million and $16 million for the six months ended June 30, 2005 and 2004, respectively, for sales to the electric segment. All other intersegment revenues were not material to Alliant Energy’s operations.

									Alliant
	Domestic Utility Business				Non-regulated Businesses				Energy
	Electric	Gas	Other	Total	Int’l *	Other	Total	Other	Consolidated
	(in millions)
Three Months Ended June 30, 2005
Operating revenues	$541.3	$92.3	$19.4	$653.0	$--	$48.6	$48.6	($1.7)	$699.9
Operating income (loss)	81.0	2.4	(0.4)	83.0	(3.5)	2.1	(1.4)	(0.1)	81.5
Income (loss) from continuing
operations				34.7	(49.4)	6.9	(42.5)	(2.0)	(9.8)
Income (loss) from discontinued
operations, net of tax				--	(50.8)	1.9	(48.9)	--	(48.9)
Net income (loss)				34.7	(100.2)	8.8	(91.4)	(2.0)	(58.7)
Three Months Ended June 30, 2004
Operating revenues	$468.6	$78.9	$17.7	$565.2	$--	$35.7	$35.7	($1.2)	$599.7
Operating income (loss)	84.2	(1.5)	2.1	84.8	(2.7)	1.5	(1.2)	(0.9)	82.7
Income (loss) from continuing
operations				38.9	(7.7)	3.1	(4.6)	(0.3)	34.0
Loss from discontinued
operations, net of tax				--	(0.7)	(46.4)	(47.1)	--	(47.1)
Net income (loss)				38.9	(8.4)	(43.3)	(51.7)	(0.3)	(13.1)
Six Months Ended June 30, 2005
Operating revenues	$1,040.1	$337.6	$38.7	$1,416.4	$--	$85.8	$85.8	($3.5)	$1,498.7
Operating income (loss)	149.6	28.3	(1.5)	176.4	(6.5)	(1.3)	(7.8)	(0.3)	168.3
Income (loss) from continuing
operations				76.5	(55.8)	(5.3)	(61.1)	(0.1)	15.3
Loss from discontinued
operations, net of tax				--	(64.4)	(7.2)	(71.6)	--	(71.6)
Net income (loss)				76.5	(120.2)	(12.5)	(132.7)	(0.1)	(56.3)
Six Months Ended June 30, 2004
Operating revenues	$936.5	$327.8	$37.1	$1,301.4	$--	$70.5	$70.5	($2.5)	$1,369.4
Operating income (loss)	130.6	25.9	2.7	159.2	(5.3)	(0.9)	(6.2)	(1.2)	151.8
Income (loss) from continuing
operations				72.3	(3.5)	1.2	(2.3)	(3.5)	66.5
Income (loss) from discontinued
operations, net of tax				--	3.2	(48.7)	(45.5)	--	(45.5)
Net income (loss)				72.3	(0.3)	(47.5)	(47.8)	(3.5)	21.0

*Int'l = International

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11. DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

Alliant Energy has completed the disposal, or is currently pursuing the disposal, of numerous non-regulated and domestic utility businesses and other assets in order to strengthen its financial profile and narrow its strategic focus. At June 30, 2005 (or at previous dates for those businesses already disposed), the following businesses qualified as assets held for sale as defined by SFAS 144:

Business	Disposal Date	Segment
Non-regulated businesses:
Gas marketing	Third quarter of 2004	Non-regulated-Other
Energy management services (EMS)	Fourth quarter of 2004	Non-regulated-Other
Energy services (Cogenex Corp. and affiliates)	Second quarter of 2005	Non-regulated-Other
Biomass facility (a)	Second quarter of 2005	Non-regulated-Other
Oil and gas gathering pipeline systems (b)	Expected in 2005	Non-regulated-Other
China (b)	Expected by June 2006	Non-regulated-International
Domestic utility businesses/properties:
WPL’s water utility in Ripon, Wisconsin	Third quarter of 2005	Domestic utility-Other
WPL’s water utility in South Beloit, Illinois (b)	Expected in 2006	Domestic utility-Other
WPL’s electric and gas utility properties in Illinois (b)	Expected in 2006	Domestic utility-Electric and Gas
IPL’s electric and gas utility properties in Illinois (b)	Expected in 2006	Domestic utility-Electric and Gas

        (a) Qualified as assets held for sale beginning in the first of quarter of 2005.
        (b) Qualified as assets held for sale beginning in the second quarter of 2005.

Certain assets and liabilities of the businesses/properties listed previously have been classified as held for sale on Alliant Energy’s Condensed Consolidated Balance Sheets at June 30, 2005 and Dec. 31, 2004. The operating results of the non-regulated businesses listed previously have been separately classified and reported as discontinued operations in Alliant Energy’s Condensed Consolidated Statements of Income. The operating results of the domestic utility businesses/properties listed previously have not been reported as discontinued operations.

A summary of the components of discontinued operations in Alliant Energy’s Condensed Consolidated Statements of Income for the three and six months ended June 30 was as follows (in millions):

	Three Months		Six Months
	2005	2004	2005	2004
Operating revenues	$36.5	$62.5	$81.1	$183.7
Operating expenses:
Operating expenses (excluding valuation charges)	36.1	64.7	83.4	176.1
China business valuation charges (a)	90.1	--	101.7	--
Energy services and EMS goodwill impairment charges (b)	--	42.9	--	42.9
Other valuation charges (c)	4.8	--	15.7	--
Interest expense (d)	4.1	6.0	9.9	13.7
Interest income and other	0.1	--	(0.7)	0.9
Loss before income taxes	(98.7)	(51.1)	(128.9)	(49.9)
Income tax benefit (e)	(49.8)	(4.0)	(57.3)	(4.4)
Loss from discontinued operations, net of tax	($48.9)	($47.1)	($71.6)	($45.5)

(a) In accordance with impairment tests for long-lived assets to be held and used within SFAS 144, Alliant Energy recorded pre-tax non-cash valuation charges of $11.6 million ($15.0 million of total valuation charges net of $3.4 million allocated to minority interests) in the first quarter of 2005 related to several of its China generating facilities.  The impairments were the result of continued downward pressure on the profitability of these generating facilities largely due to increased coal and transportation costs, as well as the increased likelihood that Alliant Energy would divest its China generating facilities before the end of their useful lives.  Alliant Energy estimated the fair value of these generating facilities by using valuation techniques based on estimated future cash flows of these generating facilities and cash flow multiples of peer group companies using available market information.

In accordance with impairment tests for long-lived assets to be disposed of by sale within SFAS 144 and impairment tests for goodwill within SFAS 142, “Goodwill and Other Intangible Assets” (SFAS 142), Alliant Energy recorded additional pre-tax non-cash asset valuation charges of $90.1 million (includes $10.9 million related to goodwill), net

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of allocation to minority interest, in the second quarter of 2005 related to its China business as the estimated fair value, less anticipated selling costs, was below the carrying value of its China investments. The fair value of these investments deteriorated significantly during the second quarter of 2005 as a result of various developments including, but not limited to: (i) updated analyses of the China asset portfolio, including changes in the anticipated divestiture timelines and in the market and sales-related information received from Alliant Energy’s financial advisors; (ii) updated market information, including terms of recent sales of similar assets in this market; and (iii) diminution in Alliant Energy’s outlook for short-term progress regarding higher tariff relief for past and future increases in coal and transportation prices, and the impact of the related uncertainties in the marketplace regarding this issue.

(b) In accordance with SFAS 142, Alliant Energy recorded $42.9 million of pre-tax non-cash goodwill impairment charges in the second quarter of 2004 related to its energy services and energy management services businesses, primarily due to less favorable market conditions. The fair values of these businesses were estimated using a combination of expected discounted future cash flows and market value indicators.

(c) In accordance with impairment tests for long-lived assets to be disposed of by sale within SFAS 144, Alliant Energy recorded pre-tax valuation charges of $4.8 million (oil and gas pipeline gathering systems-$4.1 million and energy services business-$0.7 million) and $11.6 million (energy services business-$6.1 million, oil and gas pipeline gathering systems-$4.1 million and biomass facility-$1.4 million) during the three and six months ended June 30, 2005, respectively, to reflect updated estimates of the market value, less selling costs, of various other non-regulated assets classified as held for sale. An additional $4.1 million pre-tax valuation charge was also recorded in the first quarter of 2005 for the anticipated payment by Alliant Energy under its guarantee outstanding to support a third-party financing arrangement related to its biomass facility. Such obligation was paid by Alliant Energy in June 2005.

(d) In accordance with Emerging Issues Task Force Issue 87-24, “Allocation of Interest to Discontinued Operations,” Alliant Energy has allocated interest expense to its China business based on the amount of debt incurred by Resources that was specifically attributable to the operations and capital requirements of its China business. The amount of interest expense allocated to its China business was $3.0 million and $6.2 million for the three and six months ended June 30, 2005, and $3.3 million and $6.7 million for the three and six months ended June 30, 2004, respectively.

(e) The provision for income taxes for the three and six months ended June 30, 2004 was significantly different from the federal statutory rate of 35% due to the goodwill impairment charges recorded in the second quarter of 2004. As of June 30, 2004, Alliant Energy anticipated that a significant portion of the temporary difference resulting from the goodwill impairment charges would more likely than not reverse in the form of capital losses for tax purposes. Based on Alliant Energy’s capital loss carryforward position at June 30, 2004 and the likelihood at that time regarding its ability to utilize these capital losses before they expired, Alliant Energy recorded a valuation allowance on a significant portion of the deferred tax assets associated with the goodwill impairment charges.

The provision for income taxes for the three months ended June 30, 2005 included the reversal of deferred tax asset valuation allowances related to the China business valuation charges recorded in the first quarter of 2005. Based on additional information that became available in the second quarter of 2005, Alliant Energy now believes it will generate sufficient capital gains in the future to utilize the tax benefits of these capital losses resulting in the reversal of the deferred tax asset valuation allowance.

A summary of the components of assets and liabilities held for sale on Alliant Energy’s Condensed Consolidated Balance Sheets was as follows (in millions):

	June 30, 2005	Dec. 31, 2004
Assets held for sale:
Property, plant and equipment, net	$173.1	$286.0
Current assets (including cash)	102.0	129.8
Investments	9.2	17.4
Other assets	15.3	51.3
Total assets held for sale	299.6	484.5
Liabilities held for sale:
Long-term debt (excluding current portion)	8.7	10.2
Current liabilities	78.6	78.1
Other long-term liabilities and deferred credits	43.6	61.7
Total liabilities held for sale	130.9	150.0
Net assets held for sale	$168.7	$334.5

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A summary of the components of cash flows for discontinued operations for the six months ended June 30 was as follows (in millions):

	2005	2004
Net cash flows from (used for) operating activities	($3.0)	$58.5
Net cash flows used for investing activities	(6.4)	(3.3)
Net cash flows used for financing activities	(3.8)	(47.8)
Net increase (decrease) in cash and temporary cash investments	(13.2)	7.4
Cash and temporary cash investments at beginning of period	62.1	62.8
Cash and temporary cash investments at end of period	$48.9	$70.2
Supplemental cash flows information:
Cash paid (refunded) during the period for:
Interest	$1.3	$1.2
Income taxes, net of refunds	($1.1)	$0.7

Cash and temporary cash investments at the end of the period were included in “Current assets - assets held for sale” on Alliant Energy’s Condensed Consolidated Balance Sheets.

Alliant Energy has also announced its intention to sell, or has completed the sale of, the following additional domestic utility assets and non-regulated business in order to further narrow its strategic focus. However, these assets did not qualify as assets held for sale or discontinued operations at June 30, 2005:

•      IPL’s 70% interest in the Duane Arnold Energy Center (DAEC), a 598 MW nuclear generating facility near Palo, Iowa (Note 13);

•      WPL’s 41% interest in Kewaunee, a 574 MW nuclear generating facility near Kewaunee, Wisconsin (Note 12); and

•      Alliant Energy’s investment in LDMU, a Mexican development company that is developing a master-planned resort community in Mexico (Note 7(a)). Alliant Energy expects to reclassify the accounting for this investment as discontinued operations in the second half of 2005.

12. SALE OF WPL’S INTEREST IN KEWAUNEE

In July 2005, WPL completed the sale of its interest in Kewaunee to a subsidiary of Dominion Resources, Inc. (Dominion). WPL received approximately $79 million at closing which was used for debt reduction at WPL. The sales proceeds are subject to various post-closing adjustments and an indemnity by WPL to cover certain potential costs Dominion may incur related to the recent unplanned outage at Kewaunee.

WPL previously established two decommissioning funds to cover the eventual decommissioning of Kewaunee. Upon the sale closing, Dominion received WPL’s qualified decommissioning trust assets which had a value of $172 million as of June 30, 2005 and assumed responsibility for the eventual decommissioning of Kewaunee. WPL retained ownership of the non-qualified decommissioning trust assets, which had a pre-tax value of $81 million (after-tax value of $72 million) as of June 30, 2005. In July 2005, WPL liquidated its non-qualified decommissioning trust assets and used a majority of the proceeds to repay short-term debt. In June 2005, the PSCW authorized the retail portion (approximately $56 million on a pre-tax basis) of the non-qualified decommissioning trust assets to be returned to customers over a two-year period through reduced rates. Determination of the amount of the refund to customers of the wholesale portion of the non-qualified decommissioning trust assets is being addressed in WPL’s current wholesale rate case.

WPL expects the sale of Kewaunee’s net assets will result in a loss, however the PSCW has approved the deferral of any gain or loss and related costs of the sale. Because any loss realized is expected to be recovered from customers and the retained decommissioning fund will be returned to customers through a reduction in rates, WPL does not expect this transaction will have a significant impact on its operating results. As of June 30, 2005, WPL’s share of the carrying value of the assets and liabilities included within the sale agreement was as follows (in millions):

Assets:		Liabilities:
Investments	$172	Asset retirement obligations (AROs)	$207
Property, plant and equipment, net *	85	Regulatory liabilities	46
Other	77		$253
	$334

* Includes nuclear fuel, net of amortization

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As of June 30, 2005, WPL’s assets and liabilities disclosed above did not meet the criteria to be classified as held for sale because Kewaunee was not available for immediate sale due to the unplanned outage.

Upon closing of the sale, WPL entered into a long-term purchased power agreement with Dominion to purchase energy and capacity virtually equivalent to the amounts received had current ownership continued. The purchased power agreement extends through 2013, at which time Kewaunee’s current operating license will expire. WPL’s future minimum payments related to this agreement are $31 million from July through December 2005, $68 million for 2006, $70 million for 2007, $62 million for 2008, $74 million for 2009 and $247 million for 2010 and thereafter. In April 2004, WPL entered into an exclusivity agreement with Dominion. Under this agreement, if Dominion decides to extend the operating license of Kewaunee, Dominion must negotiate only with WPL and Wisconsin Public Service Corporation for new purchased power agreements for the parties’ respective share of the plant output that would extend beyond Kewaunee’s current operating license termination date. The exclusivity period extends until December 2011. Under the purchased power agreement, if Kewaunee is off-line for a forced outage during the term of the agreement, Dominion has the obligation to provide replacement power to WPL or pay performance damages to WPL which are based on the amount of energy not delivered and the price of energy in the market at the Kewaunee pricing location during the forced outage.

13. PROPOSED SALE OF IPL’S INTEREST IN DAEC

In July 2005, IPL signed a definitive agreement to sell its 70% ownership interest in DAEC to FPL Energy, LLC (FPL Energy), a subsidiary of FPL Group, Inc. As part of the agreement, FPL Energy agreed to purchase IPL’s interest in the nuclear generating facility and related inventories (nuclear fuel and material and supplies) for approximately $380 million. In addition, the agreement contemplates that IPL’s affiliates will sell other related assets to FPL Energy for an additional $7 million. The purchase price is subject to various adjustments at closing. The agreement also contemplates that IPL will transfer the equivalent of $203 million of nuclear decommissioning trust assets and cash to FPL Energy at closing in connection with FPL Energy assuming responsibility for the eventual decommissioning of the facility. IPL will also make cash payments to FPL Energy at closing in connection with FPL Energy’s assumption of certain other liabilities related to DAEC. In addition, the purchase price will be reduced by $128,000 for each day that the closing occurs after Jan. 31, 2006. Pending various regulatory approvals, including those from the Iowa Utilities Board (IUB), PSCW, MPUC, Illinois Commerce Commission (ICC), Federal Energy Regulatory Commission (FERC) and Nuclear Regulatory Commission, and the satisfaction of other closing conditions, the transaction is expected to be completed by the first quarter of 2006. IPL currently anticipates the net proceeds from the asset sale will be available for general corporate purposes including the payment of its nuclear fuel capital lease obligation at closing and debt retirement at IPL.

The cash proceeds, after certain transaction costs, from the sale are currently expected to exceed IPL’s carrying value of the net assets being sold. The regulatory treatment of such gain will be addressed as part of the regulatory approval process for the proposed sale, thus IPL is unable to determine if the sale will have a significant impact on its operating results. As of June 30, 2005, IPL’s share of the carrying value of the assets and liabilities included within the sale agreement was as follows (in millions):

Assets:		Liabilities:
Investments	$177	AROs	$174
Property, plant and equipment, net *	255	Regulatory liabilities	47
Other	32		$221
	$464

* Includes nuclear fuel, net of amortization

As of June 30, 2005, IPL’s assets and liabilities in the previous table did not meet the criteria to be classified as held for sale due to uncertainties inherent in the regulatory approval process.

At the closing of the sale, IPL will enter into a long-term purchased power agreement with FPL Energy to buy energy and capacity from DAEC. The purchased power agreement will extend through February 2014, concurrent with expiration of DAEC’s current operating license. The structure of the purchased power agreement is anticipated to result in costs for IPL’s electric customers similar to the anticipated costs under IPL’s continued ownership. The fixed monthly capacity payment in the agreement corresponds to IPL’s projected revenue requirement, which would continue to be reflected in its base rates. The monthly variable payment to FPL Energy varies directly with the amount of energy delivered to IPL, which is based on a target capacity factor of 90%. If in a given month, FPL Energy delivers less than the energy amount corresponding to the 90% capacity factor, there will be a reduction in the energy payment to reflect the lower fuel consumption as well as a corresponding adjustment in the capacity payment to FPL Energy to proportionally compensate IPL for the under-delivery. This will ultimately result in a reduction in the DAEC component of the energy adjustment clause recovered from customers. The converse is also true if the delivered energy exceeds the target amount. Under the purchased power agreement, if DAEC is off-line for a planned or forced outage during the term of the agreement, FPL Energy has the option, but not the obligation, to provide replacement power to IPL. However, at any time that FPL Energy is not delivering energy to IPL, IPL has no obligation to make any payments to FPL Energy.

16

14. ASSET RETIREMENT OBLIGATIONS

Alliant Energy’s AROs primarily relate to the decommissioning costs for Kewaunee and DAEC. Refer to Notes 12 and 13 for information regarding the sale of WPL’s interest in Kewaunee in July 2005 and the proposed sale of IPL’s interest in DAEC, respectively. Pursuant to SFAS 143, “Accounting for Asset Retirement Obligations” (SFAS 143), a reconciliation of the changes in AROs associated with long-lived assets is as follows (in millions):

	2005			2004
	IPL	WPL	Total	IPL	WPL	Total
Balance at Jan. 1	$168.4	$200.9	$369.3	$158.3	$187.4	$345.7
Accretion expense	5.3	7.1	12.4	5.0	6.6	11.6
Balance at June 30	$173.7	$208.0	$381.7	$163.3	$194.0	$357.3

15. VARIABLE INTEREST ENTITIES

After making an ongoing exhaustive effort, Alliant Energy concluded it was unable to obtain the information necessary from the counterparties for the Riverside and RockGen plant agreements to determine whether the counterparties are variable interest entities per Financial Accounting Standards Board (FASB) Interpretation No. 46R, “Consolidation of Variable Interest Entities” (FIN 46R), and if Alliant Energy is the primary beneficiary. These agreements are currently accounted for as operating leases. The counterparties sell some or all of their generating capacity to WPL, and can sell their energy output to both WPL and IPL. Alliant Energy’s maximum exposure to loss from these agreements is undeterminable due to the inability to obtain the necessary information to complete such evaluation. The costs related to these agreements were as follows (in millions):

	IPL				WPL
	Three Months		Six Months		Three Months		Six Months
	2005	2004	2005	2004	2005	2004	2005	2004
Riverside*	$0.1	$0.1	$0.5	$0.1	$20.8	$7.2	$28.3	$7.2
RockGen	--	--	--	--	3.7	6.0	10.8	23.3

*The Riverside plant was placed in service in June 2004.

16. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

Alliant Energy has fully and unconditionally guaranteed the payment of principal and interest on various debt securities issued by Resources’ parent company and, as a result, is required to present condensed consolidating financial statements. No Alliant Energy subsidiaries are guarantors of Resources’ debt securities. The “Other Alliant Energy Subsidiaries” column includes amounts for IPL, WPL and Corporate Services. Alliant Energy’s condensed consolidating financial statements are as follows:

17

Alliant Energy Corporation Condensed Consolidating Statements of Income (Unaudited)

	Alliant Energy				Other Alliant				Consolidated
	Parent				Energy		Consolidating		Alliant
	Company		Resources		Subsidiaries		Adjustments		Energy
Three Months Ended June 30, 2005					(in millions)
Operating revenues:
Domestic utility:
Electric	$-		$-		$541	.3	$-		$541	.3
Gas	-		-		92	.3	-		92	.3
Other	-		-		19	.4	-		19	.4
Non-regulated	-		48	.6	83	.3	(85	.0)	46	.9
	-		48	.6	736	.3	(85	.0)	699	.9
Operating expenses:
Domestic utility:
Electric production fuel and purchased power	-		-		242	.8	-		242	.8
Cost of gas sold	-		-		57	.8	-		57	.8
Other operation and maintenance	-		-		170	.5	-		170	.5
Non-regulated operation and maintenance	0	.4	43	.5	75	.2	(76	.9)	42	.2
Depreciation and amortization	-		5	.1	82	.2	(5	.5)	81	.8
Taxes other than income taxes	-		1	.4	24	.2	(2	.3)	23	.3
	0	.4	50	.0	652	.7	(84	.7)	618	.4
Operating income (loss)	(0	.4)	(1	.4)	83	.6	(0	.3)	81	.5
Interest expense and other:
Interest expense	0	.1	18	.1	28	.8	(2	.6)	44	.4
Equity income from unconsolidated investments	-		(10	.2)	(6	.1)	-		(16	.3)
Allowance for funds used during construction	-		-		(2	.8)	-		(2	.8)
Preferred dividend requirements of subsidiaries	-		-		4	.7	-		4	.7
Asset valuation charge - Brazil investments	-		96	.2	-		-		96	.2
Interest income and other	55	.6	(7	.3)	(0	.9)	(54	.7)	(7	.3)
	55	.7	96	.8	23	.7	(57	.3)	118	.9
Income (loss) from continuing operations before income taxes	(56	.1)	(98	.2)	59	.9	57	.0	(37	.4)
Income tax expense (benefit)	2	.6	(55	.7)	25	.3	0	.2	(27	.6)
Income (loss) from continuing operations	(58	.7)	(42	.5)	34	.6	56	.8	(9	.8)
Loss from discontinued operations, net of tax	-		(48	.9)	-		-		(48	.9)
Net income (loss)	($58	.7)	($91	.4)	$34	.6	$56	.8	($58	.7)
Three Months Ended June 30, 2004
Operating revenues:
Domestic utility:
Electric	$-		$-		$468	.6	$-		$468	.6
Gas	-		-		78	.9	-		78	.9
Other	-		-		17	.7	-		17	.7
Non-regulated	-		35	.7	83	.0	(84	.2)	34	.5
	-		35	.7	648	.2	(84	.2)	599	.7
Operating expenses:
Domestic utility:
Electric production fuel and purchased power	-		-		172	.2	-		172	.2
Cost of gas sold	-		-		48	.4	-		48	.4
Other operation and maintenance	-		-		161	.7	-		161	.7
Non-regulated operation and maintenance	0	.9	31	.1	75	.5	(76	.9)	30	.6
Depreciation and amortization	-		4	.3	78	.8	(4	.5)	78	.6
Taxes other than income taxes	-		1	.5	25	.9	(1	.9)	25	.5
	0	.9	36	.9	562	.5	(83	.3)	517	.0
Operating income (loss)	(0	.9)	(1	.2)	85	.7	(0	.9)	82	.7
Interest expense and other:
Interest expense	0	.3	18	.5	25	.4	(0	.9)	43	.3
Equity (income) loss from unconsolidated investments	-		0	.4	(6	.1)	-		(5	.7)
Allowance for funds used during construction	-		-		(5	.7)	-		(5	.7)
Preferred dividend requirements of subsidiaries	-		-		4	.7	-		4	.7
Interest income and other	12	.6	(2	.9)	(0	.8)	(12	.6)	(3	.7)
	12	.9	16	.0	17	.5	(13	.5)	32	.9
Income (loss) from continuing operations before income taxes	(13	.8)	(17	.2)	68	.2	12	.6	49	.8
Income tax expense (benefit)	(0	.7)	(12	.6)	29	.3	(0	.2)	15	.8
Income (loss) from continuing operations	(13	.1)	(4	.6)	38	.9	12	.8	34	.0
Loss from discontinued operations, net of tax	-		(47	.1)	-		-		(47	.1)
Net income (loss)	($13	.1)	($51	.7)	$38	.9	$12	.8	($13	.1)

18

Alliant Energy Corporation Condensed Consolidating Statements of Income (Unaudited) (Continued)

	Alliant Energy				Other Alliant				Consolidated
	Parent				Energy		Consolidating		Alliant
	Company		Resources		Subsidiaries		Adjustments		Energy
Six Months Ended June 30, 2005					(in millions)
Operating revenues:
Domestic utility:
Electric	$-		$-		$1,040	.1	$-		$1,040	.1
Gas	-		-		337	.6	-		337	.6
Other	-		-		38	.7	-		38	.7
Non-regulated	-		85	.8	154	.5	(158	.0)	82	.3
	-		85	.8	1,570	.9	(158	.0)	1,498	.7
Operating expenses:
Domestic utility:
Electric production fuel and purchased power	-		-		452	.1	-		452	.1
Cost of gas sold	-		-		236	.9	-		236	.9
Other operation and maintenance	-		-		351	.7	-		351	.7
Non-regulated operation and maintenance	0	.4	81	.0	138	.9	(142	.3)	78	.0
Depreciation and amortization	0	.1	9	.6	163	.1	(10	.8)	162	.0
Taxes other than income taxes	-		3	.0	50	.9	(4	.2)	49	.7
	0	.5	93	.6	1,393	.6	(157	.3)	1,330	.4
Operating income (loss)	(0	.5)	(7	.8)	177	.3	(0	.7)	168	.3
Interest expense and other:
Interest expense	0	.1	36	.1	56	.1	(3	.7)	88	.6
Loss on early extinguishment of debt	-		16	.0	-		-		16	.0
Equity income from unconsolidated investments	-		(6	.5)	(12	.1)	-		(18	.6)
Allowance for funds used during construction	-		-		(5	.4)	-		(5	.4)
Preferred dividend requirements of subsidiaries	-		-		9	.4	-		9	.4
Asset valuation charge - Brazil investments	-		96	.2	-		-		96	.2
Interest income and other	54	.5	(13	.3)	(1	.9)	(53	.8)	(14	.5)
	54	.6	128	.5	46	.1	(57	.5)	171	.7
Income (loss) from continuing operations before income taxes	(55	.1)	(136	.3)	131	.2	56	.8	(3	.4)
Income tax expense (benefit)	1	.2	(75	.2)	54	.8	0	.5	(18	.7)
Income (loss) from continuing operations	(56	.3)	(61	.1)	76	.4	56	.3	15	.3
Loss from discontinued operations, net of tax	-		(71	.6)	-		-		(71	.6)
Net income (loss)	($56	.3)	($132	.7)	$76	.4	$56	.3	($56	.3)
Six Months Ended June 30, 2004
Operating revenues:
Domestic utility:
Electric	$-		$-		$936	.5	$-		$936	.5
Gas	-		-		327	.8	-		327	.8
Other	-		-		37	.1	-		37	.1
Non-regulated	-		70	.5	164	.6	(167	.1)	68	.0
	-		70	.5	1,466	.0	(167	.1)	1,369	.4
Operating expenses:
Domestic utility:
Electric production fuel and purchased power	-		-		370	.3	-		370	.3
Cost of gas sold	-		-		233	.1	-		233	.1
Other operation and maintenance	-		-		342	.1	-		342	.1
Non-regulated operation and maintenance	1	.2	64	.5	149	.8	(152	.5)	63	.0
Depreciation and amortization	-		8	.7	157	.7	(8	.9)	157	.5
Taxes other than income taxes	-		3	.5	51	.9	(3	.8)	51	.6
	1	.2	76	.7	1,304	.9	(165	.2)	1,217	.6
Operating income (loss)	(1	.2)	(6	.2)	161	.1	(1	.9)	151	.8
Interest expense and other:
Interest expense	0	.5	37	.3	50	.1	(1	.8)	86	.1
Loss on early extinguishment of debt	-		5	.4	-		-		5	.4
Equity income from unconsolidated investments	-		(11	.1)	(10	.8)	-		(21	.9)
Allowance for funds used during construction	-		-		(12	.9)	0	.1	(12	.8)
Preferred dividend requirements of subsidiaries	-		-		9	.4	-		9	.4
Interest income and other	(24	.8)	(10	.8)	(1	.3)	24	.6	(12	.3)
	(24	.3)	20	.8	34	.5	22	.9	53	.9
Income (loss) from continuing operations before income taxes	23	.1	(27	.0)	126	.6	(24	.8)	97	.9
Income tax expense (benefit)	2	.1	(24	.7)	54	.3	(0	.3)	31	.4
Income (loss) from continuing operations	21	.0	(2	.3)	72	.3	(24	.5)	66	.5
Loss from discontinued operations, net of tax	-		(45	.5)	-		-		(45	.5)
Net income (loss)	$21	.0	($47	.8)	$72	.3	($24	.5)	$21	.0

19

Alliant Energy Corporation Condensed Consolidating Balance Sheet as of June 30, 2005 (Unaudited)

	Alliant Energy				Other				Consolidated
	Parent				Alliant Energy		Consolidating		Alliant
	Company		Resources		Subsidiaries		Adjustments		Energy
ASSETS					(in millions)
Property, plant and equipment:
Domestic utility:
Electric plant in service	$-		$-		$6,521	.9	$-		$6,521	.9
Other plant in service	-		-		1,202	.1	-		1,202	.1
Accumulated depreciation	-		-		(3,250	.6)	-		(3,250	.6)
Leased Sheboygan Falls Energy Facility, net	-		-		122	.0	(122	.0)	-
Other, net	-		-		229	.5	-		229	.5
Total domestic utility	-		-		4,824	.9	(122	.0)	4,702	.9
Non-regulated and other	-		287	.9	57	.9	137	.6	483	.4
	-		287	.9	4,882	.8	15	.6	5,186	.3
Current assets:
Cash and temporary cash investments	92	.2	98	.7	50	.7	-		241	.6
Restricted cash	-		2	.6	16	.1	-		18	.7
Income tax refunds receivable	-		13	.7	6	.5	(11	.7)	8	.5
Production fuel, at average cost	-		-		53	.5	-		53	.5
Gas stored underground, at average cost	-		-		26	.6	-		26	.6
Assets held for sale	-		239	.4	60	.2	-		299	.6
Other	64	.1	58	.6	428	.9	(122	.7)	428	.9
	156	.3	413	.0	642	.5	(134	.4)	1,077	.4
Investments:
Consolidated subsidiaries	2,260	.4	-		-		(2,260	.4)	-
Other	13	.9	455	.7	605	.3	-		1,074	.9
	2,274	.3	455	.7	605	.3	(2,260	.4)	1,074	.9
Other assets	5	.4	206	.6	721	.3	(191	.3)	742	.0
Total assets	$2,436	.0	$1,363	.2	$6,851	.9	($2,570	.5)	$8,080	.6
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock and additional paid-in capital	$1,775	.4	$251	.1	$1,375	.2	($1,626	.3)	$1,775	.4
Retained earnings	754	.8	(88	.6)	818	.0	(729	.4)	754	.8
Accumulated other comprehensive loss	(95	.3)	(74	.5)	(20	.8)	95	.3	(95	.3)
Shares in deferred compensation trust	(6	.9)	-		-		-		(6	.9)
Total common equity	2,428	.0	88	.0	2,172	.4	(2,260	.4)	2,428	.0
Cumulative preferred stock of subsidiaries, net	-		-		243	.8	-		243	.8
Long-term debt, net (excluding current portion)	-		754	.2	1,392	.3	-		2,146	.5
	2,428	.0	842	.2	3,808	.5	(2,260	.4)	4,818	.3
Current liabilities:
Current maturities	-		111	.6	103	.6	-		215	.2
Capital lease obligations	-		0	.1	44	.2	(1	.8)	42	.5
Accrued payroll and vacation	-		5	.3	37	.8	-		43	.1
Liabilities held for sale	-		122	.9	8	.0	-		130	.9
Other	7	.3	140	.1	583	.2	(133	.7)	596	.9
	7	.3	380	.0	776	.8	(135	.5)	1,028	.6
Other long-term liabilities and deferred credits:
Capital lease obligations	-		0	.9	149	.8	(120	.6)	30	.1
Other	0	.7	135	.4	2,116	.8	(54	.0)	2,198	.9
	0	.7	136	.3	2,266	.6	(174	.6)	2,229	.0
Minority interest	-		4	.7	-		-		4	.7
Total capitalization and liabilities	$2,436	.0	$1,363	.2	$6,851	.9	($2,570	.5)	$8,080	.6

20

Alliant Energy Corporation Condensed Consolidating Balance Sheet as of December 31, 2004 (Unaudited)

	Alliant Energy				Other				Consolidated
	Parent				Alliant Energy		Consolidating		Alliant
	Company		Resources		Subsidiaries		Adjustments		Energy
ASSETS	(in millions)
Property, plant and equipment:
Domestic utility:
Electric plant in service	$-		$-		$6,330	.0	$-		$6,330	.0
Other plant in service	-		-		1,175	.6	-		1,175	.6
Accumulated depreciation	-		-		(3,137	.3)	-		(3,137	.3)
Other, net	-		-		249	.0	-		249	.0
Total domestic utility	-		-		4,617	.3	-		4,617	.3
Non-regulated and other	-		328	.4	65	.1	(0	.1)	393	.4
	-		328	.4	4,682	.4	(0	.1)	5,010	.7
Current assets:
Cash and temporary cash investments	101	.1	66	.9	34	.4	-		202	.4
Restricted cash	-		8	.4	4	.8	-		13	.2
Income tax refunds receivable	0	.5	20	.2	2	.8	(7	.3)	16	.2
Production fuel, at average cost	-		-		42	.5	-		42	.5
Gas stored underground, at average cost	-		-		64	.9	-		64	.9
Assets held for sale	-		422	.8	61	.7	-		484	.5
Other	0	.7	43	.1	523	.6	(49	.1)	518	.3
	102	.3	561	.4	734	.7	(56	.4)	1,342	.0
Investments:
Consolidated subsidiaries	2,443	.3	-		-		(2,443	.3)	-
Other	13	.2	579	.5	596	.6	-		1,189	.3
	2,456	.5	579	.5	596	.6	(2,443	.3)	1,189	.3
Other assets	7	.2	61	.8	714	.4	(50	.2)	733	.2
Total assets	$2,566	.0	$1,531	.1	$6,728	.1	($2,550	.0)	$8,275	.2
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock and additional paid-in capital	$1,763	.3	$250	.4	$1,374	.9	($1,625	.3)	$1,763	.3
Retained earnings	871	.9	44	.1	841	.0	(885	.1)	871	.9
Accumulated other comprehensive loss	(67	.1)	(46	.2)	(20	.9)	67	.1	(67	.1)
Shares in deferred compensation trust	(6	.7)	-		-		-		(6	.7)
Total common equity	2,561	.4	248	.3	2,195	.0	(2,443	.3)	2,561	.4
Cumulative preferred stock of subsidiaries, net	-		-		243	.8	-		243	.8
Long-term debt, net (excluding current portion)	-		889	.8	1,399	.6	-		2,289	.4
	2,561	.4	1,138	.1	3,838	.4	(2,443	.3)	5,094	.6
Current liabilities:
Current maturities	-		5	.9	90	.6	-		96	.5
Captial lease obligations	-		0	.1	13	.6	-		13	.7
Accrued payroll and vacation	-		4	.6	29	.2	-		33	.8
Liabilities held for sale	-		142	.3	7	.7	-		150	.0
Other	3	.5	79	.0	625	.4	(56	.5)	651	.4
	3	.5	231	.9	766	.5	(56	.5)	945	.4
Other long-term liabilities and deferred credits:
Capital lease obligations	-		1	.0	62	.3	-		63	.3
Other	1	.1	155	.3	2,060	.9	(50	.2)	2,167	.1
	1	.1	156	.3	2,123	.2	(50	.2)	2,230	.4
Minority interest	-		4	.8	-		-		4	.8
Total capitalization and liabilities	$2,566	.0	$1,531	.1	$6,728	.1	($2,550	.0)	$8,275	.2

21

Alliant Energy Corporation Condensed Consolidating Statements of Cash Flows (Unaudited)

	Alliant Energy				Other Alliant				Consolidated
	Parent				Energy		Consolidating		Alliant
	Company		Resources		Subsidiaries		Adjustments		Energy
Six Months Ended June 30, 2005					(in millions)
Net cash flows from (used for) operating activities	($55	.5)	($0	.2)	$372	.4	$46	.7	$363	.4
Cash flows from (used for) investing activities:
Construction and acquisition expenditures:
Domestic utility business	-		-		(216	.3)	-		(216	.3)
Non-regulated businesses	-		(40	.0)	-		-		(40	.0)
Alliant Energy Corporate Services, Inc.	-		-		(3	.4)	-		(3	.4)
Proceeds from asset sales	-		40	.9	-		-		40	.9
Other	155	.2	20	.2	(27	.5)	(154	.6)	(6	.7)
Net cash flows from (used for) investing activities	155	.2	21	.1	(247	.2)	(154	.6)	(225	.5)
Cash flows from (used for) financing activities:
Common stock dividends	(60	.8)	-		(99	.4)	99	.4	(60	.8)
Proceeds from issuance of common stock	12	.2	-		-		-		12	.2
Proceeds from issuance of long-term debt	-		70	.0	38	.4	-		108	.4
Reductions in long-term debt	-		(102	.8)	(33	.1)	-		(135	.9)
Net change in commercial paper and other short-term borrowings	(60	.1)	60	.2	7	.9	-		8	.0
Net change in loans with discontinued operations	-		(2	.5)	-		-		(2	.5)
Other	0	.1	(14	.0)	(22	.7)	8	.5	(28	.1)
Net cash flows from (used for) financing activities	(108	.6)	10	.9	(108	.9)	107	.9	(98	.7)
Net increase (decrease) in cash and temporary cash investments	(8	.9)	31	.8	16	.3	-		39	.2
Cash and temporary cash investments at beginning of period	101	.1	66	.9	34	.4	-		202	.4
Cash and temporary cash investments at end of period	$92	.2	$98	.7	$50	.7	$-		$241	.6
Supplemental cash flows information:
Cash paid (refunded) during the period for:
Interest, net of capitalized interest	$0	.1	$35	.8	$53	.7	$-		$89	.6
Income taxes, net of refunds	($4	.8)	($31	.3)	$53	.6	$-		$17	.5
Noncash investing and financing activities:
Capital lease obligations incurred	$-		$-		$123	.7	($122	.5)	$1	.2
Six Months Ended June 30, 2004
Net cash flows from (used for) operating activities	$11	.9	($44	.8)	$285	.4	($33	.8)	$218	.7
Cash flows from (used for) investing activities:
Construction and acquisition expenditures:
Domestic utility business	-		-		(259	.5)	-		(259	.5)
Non-regulated businesses	-		(24	.9)	-		-		(24	.9)
Alliant Energy Corporate Services, Inc.	-		-		(7	.8)	-		(7	.8)
Proceeds from asset sales	-		3	.2	0	.4	-		3	.6
Other	20	.0	(1	.2)	(11	.8)	(19	.7)	(12	.7)
Net cash flows from (used for) investing activities	20	.0	(22	.9)	(278	.7)	(19	.7)	(301	.3)
Cash flows from (used for) financing activities:
Common stock dividends	(55	.5)	-		(94	.5)	94	.5	(55	.5)
Proceeds from issuance of common stock	50	.7	-		-		-		50	.7
Proceeds from issuance of long-term debt	-		0	.2	100	.0	-		100	.2
Reductions in long-term debt	-		(22	.5)	(62	.0)	-		(84	.5)
Net change in commercial paper and other short-term borrowings	0	.9	(0	.1)	(20	.3)	-		(19	.5)
Net change in loans with discontinued operations	-		43	.8	-		-		43	.8
Other	0	.2	(5	.0)	32	.7	(41	.0)	(13	.1)
Net cash flows from (used for) financing activities	(3	.7)	16	.4	(44	.1)	53	.5	22	.1
Net increase (decrease) in cash and temporary cash investments	28	.2	(51	.3)	(37	.4)	-		(60	.5)
Cash and temporary cash investments at beginning of period	35	.8	81	.5	62	.1	-		179	.4
Cash and temporary cash investments at end of period	$64	.0	$30	.2	$24	.7	$-		$118	.9
Supplemental cash flows information:
Cash paid (refunded) during the period for:
Interest, net of capitalized interest	$0	.1	$37	.8	$48	.2	$-		$86	.1
Income taxes, net of refunds	($1	.8)	$10	.5	$13	.9	$-		$22	.6
Noncash investing and financing activities:
Capital lease obligations incurred	$-		$-		$1	.8	$-		$1	.8

22

INTERSTATE POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
	2005		2004		2005		2004
	(in millions)
Operating revenues:
Electric utility	$294	.3	$239	.9	$564	.1	$482	.2
Gas utility	39	.9	40	.7	175	.3	178	.4
Steam and other	15	.7	14	.0	32	.8	30	.8
	349	.9	294	.6	772	.2	691	.4
Operating expenses:
Electric production fuel and purchased power	108	.1	74	.8	195	.2	160	.6
Cost of gas sold	23	.0	25	.9	127	.5	133	.2
Other operation and maintenance	100	.5	98	.3	214	.2	204	.2
Depreciation and amortization	49	.3	47	.4	97	.9	94	.7
Taxes other than income taxes	13	.5	14	.7	29	.0	29	.7
	294	.4	261	.1	663	.8	622	.4
Operating income	55	.5	33	.5	108	.4	69	.0
Interest expense and other:
Interest expense	17	.8	16	.5	35	.3	31	.8
Allowance for funds used during construction	(1	.9)	(4	.6)	(3	.7)	(10	.8)
Interest income and other	(0	.5)	(0	.5)	(0	.9)	(0	.9)
	15	.4	11	.4	30	.7	20	.1
Income before income taxes	40	.1	22	.1	77	.7	48	.9
Income taxes	16	.4	9	.7	31	.5	20	.7
Net income	23	.7	12	.4	46	.2	28	.2
Preferred dividend requirements	3	.8	3	.8	7	.7	7	.7
Earnings available for common stock	$19	.9	$8	.6	$38	.5	$20	.5

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

23

INTERSTATE POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	June 30,		December 31,
ASSETS	2005		2004
	(in millions)
Property, plant and equipment:
Electric plant in service	$4,327	.0	$4,220	.2
Gas plant in service	349	.5	345	.1
Steam plant in service	60	.7	60	.2
Other plant in service	223	.0	215	.7
Accumulated depreciation	(2,026	.6)	(1,954	.0)
Net plant	2,933	.6	2,887	.2
Construction work in progress	113	.4	104	.8
Other, less accumulated depreciation	46	.4	51	.0
	3,093	.4	3,043	.0
Current assets:
Cash and temporary cash investments	0	.8	0	.1
Restricted cash	13	.8	2	.6
Accounts receivable:
Customer, less allowance for doubtful accounts	26	.8	95	.3
Associated companies	1	.8	1	.8
Other, less allowance for doubtful accounts	23	.9	25	.4
Production fuel, at average cost	38	.0	26	.5
Materials and supplies, at average cost	28	.0	30	.5
Gas stored underground, at average cost	10	.1	34	.6
Regulatory assets	36	.4	40	.6
Assets held for sale	29	.6	30	.1
Other	7	.7	10	.2
	216	.9	297	.7
Investments:
Nuclear decommissioning trust funds	177	.3	170	.0
Other	15	.2	14	.9
	192	.5	184	.9
Other assets:
Regulatory assets	302	.1	296	.3
Deferred charges and other	46	.5	47	.2
	348	.6	343	.5
Total assets	$3,851	.4	$3,869	.1

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

24

INTERSTATE POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Continued)

	June 30,		December 31,
CAPITALIZATION AND LIABILITIES	2005		2004
	(in millions, except per
	share and share amounts)
Capitalization:
Common stock - $2.50 par value - authorized 24,000,000 shares;
13,370,788 shares outstanding	$33	.4	$33	.4
Additional paid-in capital	746	.4	746	.3
Retained earnings	364	.3	380	.7
Accumulated other comprehensive loss	(18	.1)	(18	.1)
Total common equity	1,126	.0	1,142	.3
Cumulative preferred stock	183	.8	183	.8
Long-term debt, net (excluding current portion)	953	.0	960	.4
	2,262	.8	2,286	.5
Current liabilities:
Current maturities	15	.7	2	.7
Commercial paper	45	.0	36	.0
Capital lease obligations	42	.1	13	.7
Accounts payable	91	.0	125	.5
Accounts payable to associated companies	13	.6	21	.0
Accrued interest	16	.6	16	.8
Accrued taxes	72	.1	68	.1
Liabilities held for sale	5	.2	5	.0
Other	37	.0	43	.8
	338	.3	332	.6
Other long-term liabilities and deferred credits:
Deferred income taxes	442	.5	433	.0
Deferred investment tax credits	22	.5	24	.1
Regulatory liabilities	437	.4	428	.3
Asset retirement obligations	173	.7	168	.4
Pension and other benefit obligations	82	.3	77	.4
Capital lease obligations	29	.2	62	.3
Other	62	.7	56	.5
	1,250	.3	1,250	.0
Total capitalization and liabilities	$3,851	.4	$3,869	.1

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

25

INTERSTATE POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Six Months Ended June 30,
	2005		2004
	(in millions)
Cash flows from operating activities:
Net income	$46	.2	$28	.2
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation and amortization	97	.9	94	.7
Other amortizations	9	.4	10	.8
Deferred tax expense and investment tax credits	2	.1	17	.5
Other	(10	.3)	(5	.5)
Other changes in assets and liabilities:
Accounts receivable	20	.0	42	.4
Sale of accounts receivable	50	.0	(25	.0)
Income tax refunds receivable	1	.8	13	.6
Gas stored underground	24	.5	10	.6
Accounts payable	(23	.6)	(1	.2)
Benefit obligations and other	16	.3	11	.0
Net cash flows from operating activities	234	.3	197	.1
Cash flows used for investing activities:
Utility construction expenditures	(132	.7)	(170	.0)
Nuclear decommissioning trust funds	(6	.6)	(5	.9)
Other	(33	.2)	(20	.3)
Net cash flows used for investing activities	(172	.5)	(196	.2)
Cash flows used for financing activities:
Common stock dividends	(54	.9)	(50	.0)
Preferred stock dividends	(7	.7)	(7	.7)
Capital contribution from parent	-		50	.0
Proceeds from issuance of long-term debt	38	.4	100	.0
Reductions in long-term debt	(33	.1)	-
Net change in commercial paper	9	.0	(87	.0)
Principal payments under capital lease obligations	(6	.8)	(6	.1)
Other	(6	.0)	(2	.1)
Net cash flows used for financing activities	(61	.1)	(2	.9)
Net increase (decrease) in cash and temporary cash investments	0	.7	(2	.0)
Cash and temporary cash investments at beginning of period	0	.1	2	.1
Cash and temporary cash investments at end of period	$0	.8	$0	.1
Supplemental cash flows information:
Cash paid (refunded) during the period for:
Interest	$36	.0	$31	.4
Income taxes, net of refunds	$20	.8	($6	.1)
Noncash investing and financing activities:
Capital lease obligations incurred	$1	.2	$1	.8

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

26

INTERSTATE POWER AND LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Except as modified below, the Alliant Energy “Notes to Condensed Consolidated Financial Statements” are incorporated by reference insofar as they relate to IPL. The notes that follow herein are numbered to be consistent with the Alliant Energy “Notes to Condensed Consolidated Financial Statements.”

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) General - The interim condensed consolidated financial statements included herein have been prepared by IPL, without audit, pursuant to the rules and regulations of the SEC. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated financial statements include IPL and its consolidated subsidiaries. IPL is a direct subsidiary of Alliant Energy. These financial statements should be read in conjunction with the financial statements and the notes thereto included in IPL’s latest Annual Report on Form 10-K.

In the opinion of management, all adjustments, which are normal and recurring in nature, necessary for a fair presentation of the condensed consolidated results of operations for the three and six months ended June 30, 2005 and 2004, the condensed consolidated financial position at June 30, 2005 and Dec. 31, 2004, and the condensed consolidated statements of cash flows for the six months ended June 30, 2005 and 2004 have been made. Because of the seasonal nature of IPL’s operations, results for the three and six months ended June 30, 2005 are not necessarily indicative of results that may be expected for the year ending Dec. 31, 2005. A change in management’s estimates or assumptions could have a material impact on IPL’s financial condition and results of operations during the period in which such change occurred. Certain prior period amounts have been reclassified on a basis consistent with the current period presentation. Such reclassifications relate to the reporting of assets and liabilities held for sale pursuant to SFAS 144.

2. COMPREHENSIVE INCOME

For the three and six months ended June 30, 2005 and 2004, IPL had no other comprehensive income, thus IPL’s comprehensive income was equal to its earnings available for common stock for all periods.

5. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

The components of IPL’s qualified pension benefits and other postretirement benefits costs for the three and six months ended June 30 were as follows (in millions):

	Qualified Pension Benefits				Other Postretirement Benefits
	Three Months		Six Months		Three Months		Six Months
	2005	2004	2005	2004	2005	2004	2005	2004
Service cost	$1.7	$1.5	$3.3	$3.0	$0.9	$0.8	$1.8	$1.7
Interest cost	3.4	3.2	6.9	6.4	1.9	1.8	3.9	3.8
Expected return on plan assets	(4.0)	(3.3)	(8.0)	(6.7)	(1.3)	(1.2)	(2.6)	(2.4)
Amortization of:
Transition obligation (asset)	--	(0.1)	(0.1)	(0.1)	0.2	0.2	0.4	0.4
Prior service cost	0.3	0.3	0.6	0.6	(0.2)	(0.2)	(0.4)	(0.3)
Actuarial loss	0.5	0.5	1.0	1.0	0.9	0.6	1.7	1.6
	$1.9	$2.1	$3.7	$4.2	$2.4	$2.0	$4.8	$4.8

27

In the previous table, the pension benefits costs represent only those respective costs for bargaining unit employees of IPL covered under the bargaining unit pension plans that are sponsored by IPL, and the other postretirement benefits costs represent those respective costs for all IPL employees. In addition, Corporate Services provides services to IPL. The following table includes pension benefits costs for IPL’s non-bargaining employees who are participants in other Alliant Energy plans, and the allocated pension and other postretirement benefits costs associated with Corporate Services for IPL for the three and six months ended June 30 as follows (in millions):

	Pension Benefits				Other Postretirement Benefits
	Three Months		Six Months		Three Months		Six Months
	2005	2004	2005	2004	2005	2004	2005	2004
Non-bargaining IPL employees
participating in other plans	$0.4	$0.8	$0.7	$1.5	N/A	N/A	N/A	N/A
Allocated Corporate Services costs	0.7	0.8	1.5	1.7	$0.8	$0.6	$1.6	$1.2

In addition, in the second quarter of 2005, IPL recognized special termination benefits costs related to certain pension and other postretirement benefits plans of $0.1 million and $0.6 million, respectively, as a result of the elimination of certain corporate and operations support positions during the second quarter of 2005.

IPL estimates that funding for the qualified pension plans for the bargaining units and other postretirement benefits plans for 2005 will be approximately $1 million and $13 million, of which $0 and $6 million, respectively, has been contributed through June 30, 2005.

9. COMMITMENTS AND CONTINGENCIES

(a) Purchase Obligations - As of June 30, 2005, IPL’s minimum commitments for July 1, 2005 and beyond for purchased power, coal and natural gas were $4 million, $94 million and $121 million, respectively. In addition, for July 1, 2005 and beyond, system-wide purchased power contracts of $75 million and coal contracts of $170 million have not yet been directly assigned to IPL and WPL since the specific needs of each utility are not yet known.

10. SEGMENTS OF BUSINESS

Certain financial information relating to IPL’s business segments is as follows. Intersegment revenues were not material to IPL’s operations.

	Electric	Gas	Other	Total
	(in millions)
Three Months Ended June 30, 2005
Operating revenues	$294.3	$39.9	$15.7	$349.9
Operating income (loss)	55.1	(0.3)	0.7	55.5
Earnings available for common stock				19.9
Three Months Ended June 30, 2004
Operating revenues	$239.9	$40.7	$14.0	$294.6
Operating income (loss)	33.7	(2.3)	2.1	33.5
Earnings available for common stock				8.6
Six Months Ended June 30, 2005
Operating revenues	$564.1	$175.3	$32.8	$772.2
Operating income	101.3	5.5	1.6	108.4
Earnings available for common stock				38.5
Six Months Ended June 30, 2004
Operating revenues	$482.2	$178.4	$30.8	$691.4
Operating income	57.2	7.3	4.5	69.0
Earnings available for common stock				20.5

28

11. ASSETS AND LIABILITIES HELD FOR SALE

IPL has entered into an agreement to sell its Illinois electric and gas utility properties. IPL has applied the provisions of SFAS 144 to these assets and liabilities, which are recorded as held for sale. The operating results of IPL’s Illinois electric and gas utility properties were not reported as discontinued operations at June 30, 2005. The components of assets and liabilities held for sale on IPL’s Condensed Consolidated Balance Sheets were as follows (in millions):

	June 30,	Dec. 31,
	2005	2004
Assets held for sale:
Property, plant and equipment:
Electric plant in service	$31.7	$31.6
Gas plant in service	13.0	12.9
Accumulated depreciation	(16.6)	(15.9)
Net plant	28.1	28.6
Construction work in progress	0.4	0.2
Property, plant and equipment, net	28.5	28.8
Current assets	0.1	0.1
Other assets	1.0	1.2
Total assets held for sale	29.6	30.1
Liabilities held for sale:
Long-term liabilities	5.2	5.0
Net assets held for sale	$24.4	$25.1

29

WISCONSIN POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
	2005		2004		2005		2004
	(in millions)
Operating revenues:
Electric utility	$247	.0	$228	.7	$476	.0	$454	.3
Gas utility	52	.4	38	.2	162	.3	149	.4
Other	3	.7	3	.7	5	.9	6	.3
	303	.1	270	.6	644	.2	610	.0
Operating expenses:
Electric production fuel and purchased power	134	.7	97	.4	256	.9	209	.7
Cost of gas sold	34	.8	22	.5	109	.4	99	.9
Other operation and maintenance	70	.0	63	.4	137	.5	137	.9
Depreciation and amortization	27	.6	26	.9	54	.7	54	.0
Taxes other than income taxes	8	.6	9	.1	17	.8	18	.3
	275	.7	219	.3	576	.3	519	.8
Operating income	27	.4	51	.3	67	.9	90	.2
Interest expense and other:
Interest expense	10	.1	8	.0	18	.9	16	.4
Equity income from unconsolidated investments	(5	.9)	(6	.2)	(11	.8)	(10	.8)
Allowance for funds used during construction	(0	.9)	(1	.1)	(1	.7)	(2	.0)
Interest income and other	(0	.7)	(0	.2)	(0	.7)	(0	.2)
	2	.6	0	.5	4	.7	3	.4
Income before income taxes	24	.8	50	.8	63	.2	86	.8
Income taxes	9	.2	19	.6	23	.7	33	.3
Net income	15	.6	31	.2	39	.5	53	.5
Preferred dividend requirements	0	.9	0	.9	1	.7	1	.7
Earnings available for common stock	$14	.7	$30	.3	$37	.8	$51	.8

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

30

WISCONSIN POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	June 30,		December 31,
ASSETS	2005		2004
	(in millions)
Property, plant and equipment:
Electric plant in service	$2,194	.9	$2,109	.8
Gas plant in service	310	.0	304	.1
Other plant in service	258	.9	250	.5
Accumulated depreciation	(1,224	.0)	(1,183	.3)
Net plant	1,539	.8	1,481	.1
Leased Sheboygan Falls Energy Facility, less accumulated amortization	122	.0	-
Construction work in progress	51	.9	74	.6
Other, less accumulated depreciation	17	.8	18	.6
	1,731	.5	1,574	.3
Current assets:
Cash and temporary cash investments	1	.3	0	.1
Accounts receivable:
Customer, less allowance for doubtful accounts	124	.6	139	.7
Other, less allowance for doubtful accounts	26	.0	30	.5
Production fuel, at average cost	15	.5	16	.0
Materials and supplies, at average cost	23	.8	24	.2
Gas stored underground, at average cost	16	.5	30	.3
Regulatory assets	26	.9	21	.1
Prepaid gross receipts tax	30	.3	33	.0
Assets held for sale	30	.6	31	.6
Other	22	.0	18	.5
	317	.5	345	.0
Investments:
Nuclear decommissioning trust funds	244	.3	243	.2
Investment in American Transmission Company LLC and other	165	.1	165	.1
	409	.4	408	.3
Other assets:
Regulatory assets	156	.2	128	.6
Deferred charges and other	174	.4	199	.9
	330	.6	328	.5
Total assets	$2,789	.0	$2,656	.1

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

31

WISCONSIN POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Continued)

	June 30,		December 31,
CAPITALIZATION AND LIABILITIES	2005		2004
	(in millions, except per
	share and share amounts)
Capitalization:
Common stock - $5 par value - authorized 18,000,000 shares;
13,236,601 shares outstanding	$66	.2	$66	.2
Additional paid-in capital	525	.8	525	.7
Retained earnings	455	.0	461	.7
Accumulated other comprehensive loss	(2	.7)	(2	.7)
Total common equity	1,044	.3	1,050	.9
Cumulative preferred stock	60	.0	60	.0
Long-term debt, net (excluding current portion)	364	.3	364	.2
	1,468	.6	1,475	.1
Current liabilities:
Current maturities	88	.0	88	.0
Variable rate demand bonds	39	.1	39	.1
Commercial paper	46	.0	47	.0
Accounts payable	86	.6	91	.0
Accounts payable to associated companies	26	.6	20	.3
Regulatory liabilities	19	.5	23	.8
Liabilities held for sale	2	.8	2	.7
Other	41	.3	39	.5
	349	.9	351	.4
Other long-term liabilities and deferred credits:
Deferred income taxes	236	.5	232	.6
Deferred investment tax credits	19	.1	19	.9
Regulatory liabilities	218	.6	214	.9
Asset retirement obligations	208	.0	200	.9
Capital lease obligations - Sheboygan Falls Energy Facility	120	.6	-
Pension and other benefit obligations	91	.1	85	.7
Other	76	.6	75	.6
	970	.5	829	.6
Total capitalization and liabilities	$2,789	.0	$2,656	.1

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

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WISCONSIN POWER AND LIGHT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Six Months Ended June 30,
	2005		2004
	(in millions)
Cash flows from operating activities:
Net income	$39	.5	$53	.5
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation and amortization	54	.7	54	.0
Other amortizations	18	.1	21	.2
Deferred tax expense and investment tax credits	2	.2	8	.2
Equity income from unconsolidated investments	(11	.8)	(10	.8)
Distributions from equity method investments	11	.8	10	.5
Other	0	.5	(1	.6)
Other changes in assets and liabilities:
Accounts receivable	19	.6	12	.0
Sale of accounts receivable	-		(50	.0)
Gas stored underground	13	.8	6	.1
Deferral of expenditures associated with the Kewaunee outage	(18	.4)	-
Accounts payable	12	.4	(3	.2)
Benefit obligations and other	(9	.7)	(2	.4)
Net cash flows from operating activities	132	.7	97	.5
Cash flows used for investing activities:
Utility construction and acquisition expenditures	(83	.6)	(89	.5)
Other	1	.3	6	.6
Net cash flows used for investing activities	(82	.3)	(82	.9)
Cash flows used for financing activities:
Common stock dividends	(44	.5)	(44	.5)
Preferred stock dividends	(1	.7)	(1	.7)
Reductions in long-term debt	-		(62	.0)
Net change in commercial paper	(1	.0)	67	.5
Other	(2	.0)	(0	.9)
Net cash flows used for financing activities	(49	.2)	(41	.6)
Net increase (decrease) in cash and temporary cash investments	1	.2	(27	.0)
Cash and temporary cash investments at beginning of period	0	.1	27	.1
Cash and temporary cash investments at end of period	$1	.3	$0	.1
Supplemental cash flows information:
Cash paid during the period for:
Interest	$17	.7	$16	.8
Income taxes, net of refunds	$28	.5	$23	.6
Noncash investing and financing activities:
Capital lease obligations incurred	$122	.5	$-

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements.

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WISCONSIN POWER AND LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Except as modified below, the Alliant Energy “Notes to Condensed Consolidated Financial Statements” are incorporated by reference insofar as they relate to WPL. The notes that follow herein are numbered to be consistent with the Alliant Energy “Notes to Condensed Consolidated Financial Statements.”

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) General - The interim condensed consolidated financial statements included herein have been prepared by WPL, without audit, pursuant to the rules and regulations of the SEC. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated financial statements include WPL and its consolidated subsidiaries. WPL is a direct subsidiary of Alliant Energy. These financial statements should be read in conjunction with the financial statements and the notes thereto included in WPL’s latest Annual Report on Form 10-K.

In the opinion of management, all adjustments, which are normal and recurring in nature, necessary for a fair presentation of the condensed consolidated results of operations for the three and six months ended June 30, 2005 and 2004, the condensed consolidated financial position at June 30, 2005 and Dec. 31, 2004, and the condensed consolidated statements of cash flows for the six months ended June 30, 2005 and 2004 have been made. Because of the seasonal nature of WPL’s operations, results for the three and six months ended June 30, 2005 are not necessarily indicative of results that may be expected for the year ending Dec. 31, 2005. A change in management’s estimates or assumptions could have a material impact on WPL’s financial condition and results of operations during the period in which such change occurred. Certain prior period amounts have been reclassified on a basis consistent with the current period presentation. Such reclassifications relate to the reporting of assets and liabilities held for sale pursuant to SFAS 144.

2. COMPREHENSIVE INCOME

For the three and six months ended June 30, 2005 and 2004, WPL had no other comprehensive income, thus WPL’s comprehensive income was equal to its earnings available for common stock for all periods.

5. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

The components of WPL’s qualified pension benefits and other postretirement benefits costs for the three and six months ended June 30 were as follows (in millions):

	Qualified Pension Benefits				Other Postretirement Benefits
	Three Months		Six Months		Three Months		Six Months
	2005	2004	2005	2004	2005	2004	2005	2004
Service cost	$1.4	$1.3	$2.7	$2.5	$1.1	$0.9	$2.2	$2.0
Interest cost	3.0	2.9	6.1	5.6	1.6	1.3	3.1	2.7
Expected return on plan assets	(4.3)	(4.1)	(8.5)	(7.9)	(0.5)	(0.4)	(0.9)	(0.8)
Amortization of:
Transition obligation	--	--	--	--	0.3	0.3	0.6	0.6
Prior service cost	0.2	0.2	0.4	0.3	--	--	--	--
Actuarial loss	0.9	0.7	1.7	1.5	0.6	0.4	1.2	0.8
	$1.2	$1.0	$2.4	$2.0	$3.1	$2.5	$6.2	$5.3

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In the previous table, the pension benefits costs represent only those respective costs for bargaining unit employees of WPL covered under the bargaining unit pension plan that is sponsored by WPL, and the other postretirement benefits costs represent those respective costs for all WPL employees. In addition, Corporate Services provides services to WPL. The following table includes pension benefits costs for WPL’s non-bargaining employees who are participants in other Alliant Energy plans, and the allocated pension and other postretirement benefits costs associated with Corporate Services for WPL for the three and six months ended June 30 as follows (in millions):

	Pension Benefits				Other Postretirement Benefits
	Three Months		Six Months		Three Months		Six Months
	2005	2004	2005	2004	2005	2004	2005	2004
Non-bargaining WPL employees
participating in other plans	$0.1	$0.2	$0.2	$0.3	N/A	N/A	N/A	N/A
Allocated Corporate Services costs	0.5	0.6	1.0	1.1	$0.5	$0.4	$1.0	$0.8

In addition, in the second quarter of 2005, WPL recognized special termination benefits costs related to certain pension and other postretirement benefits plans of $0.5 million and $1.2 million, respectively, as a result of the elimination of certain corporate and operations support positions during the second quarter of 2005. WPL has requested approval from the PSCW to defer these costs until its next rate case and therefore has recorded these costs in “Other assets - regulatory assets” on its Condensed Consolidated Balance Sheet.

WPL estimates that funding for the qualified pension plan for the bargaining unit and other postretirement benefits plans for 2005 will be $0 and approximately $4 million, respectively, of which $3 million has been contributed to the postretirement benefits plans as of June 30, 2005.

9. COMMITMENTS AND CONTINGENCIES

(a) Purchase Obligations - As of June 30, 2005, WPL’s minimum commitments for July 1, 2005 and beyond for purchased power (excluding operating leases), coal and natural gas were $38 million, $66 million and $198 million, respectively. In addition, for July 1, 2005 and beyond, system-wide purchased power contracts of $75 million and coal contracts of $170 million have not yet been directly assigned to IPL and WPL since the specific needs of each utility are not yet known.

10. SEGMENTS OF BUSINESS

Certain financial information relating to WPL’s business segments is as follows. Gas revenues included $19 million and $5 million for the three months ended June 30, 2005 and 2004, and $23 million and $15 million for the six months ended June 30, 2005 and 2004, respectively, for sales to the electric segment. All other intersegment revenues were not material to WPL’s operations.

	Electric	Gas	Other	Total
	(in millions)
Three Months Ended June 30, 2005
Operating revenues	$247.0	$52.4	$3.7	$303.1
Operating income (loss)	25.8	2.7	(1.1)	27.4
Earnings available for common stock				14.7
Three Months Ended June 30, 2004
Operating revenues	$228.7	$38.2	$3.7	$270.6
Operating income	50.5	0.8	--	51.3
Earnings available for common stock				30.3
Six Months Ended June 30, 2005
Operating revenues	$476.0	$162.3	$5.9	$644.2
Operating income (loss)	48.2	22.8	(3.1)	67.9
Earnings available for common stock				37.8
Six Months Ended June 30, 2004
Operating revenues	$454.3	$149.4	$6.3	$610.0
Operating income (loss)	73.4	18.6	(1.8)	90.2
Earnings available for common stock				51.8

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11. ASSETS AND LIABILITIES HELD FOR SALE

WPL has entered into agreements to sell its water utility in Ripon, Wisconsin and its Illinois utility subsidiary, South Beloit. WPL has applied the provisions of SFAS 144 to these assets and liabilities, which are recorded as held for sale. The operating results of WPL’s utilities held for sale were not reported as discontinued operations at June 30, 2005. The components of assets and liabilities held for sale on WPL’s Condensed Consolidated Balance Sheets were as follows (in millions):

	June 30,	Dec. 31,
	2005	2004
Assets held for sale:
Property, plant and equipment:
Electric plant in service	$19.2	$18.7
Gas plant in service	11.2	12.3
Other plant in service	14.3	13.5
Accumulated depreciation	(15.0)	(16.1)
Net plant	29.7	28.4
Construction work in progress	0.9	3.2
Total assets held for sale	30.6	31.6
Liabilities held for sale:
Long-term liabilities	2.8	2.7
Net assets held for sale	$27.8	$28.9

17. CAPITAL LEASE

In the second quarter of 2005, WPL entered into a 20-year agreement with Resources’ Non-regulated Generation business to lease SFEF, with an option for two lease renewal periods thereafter. The lease became effective in June 2005 when SFEF began commercial operations. WPL is responsible for the operation of SFEF and has exclusive rights to its output. In May 2005, the PSCW approved this affiliated lease agreement with initial monthly payments of approximately $1.3 million based on a 50% debt to capital ratio, a return on equity of 10.9%, a cost of debt based on the cost of senior notes issued by Resources’ Non-regulated Generation business in June 2005 and certain costs incurred to construct the facility. In accordance with its order approving the lease agreement, the PSCW will review the capital structure, return on equity and cost of debt every five years from the date of the final decision. WPL accounts for this agreement as a capital lease and at June 30, 2005, recorded the leased facility and corresponding capital lease obligation at the estimated fair value of the facility less the development costs already funded by WPL in 2004. The initial capitalized cost of approximately $123 million may be adjusted once final construction costs have been determined. The capital lease is amortized using the straight-line method over the 20-year lease term. WPL’s 2005/2006 retail rate case that became effective in July 2005 includes recovery of the monthly SFEF lease payment amounts from WPL’s customers. For both the three and six months ended June 30, 2005, SFEF lease expenses were $1.6 million ($1.1 million included in “Interest expense” and $0.5 million included in “Depreciation and amortization” in WPL’s Condensed Consolidated Statements of Income). At June 30, 2005, WPL’s estimated future minimum capital lease payments for SFEF were as follows (in millions):

2005	2006	2007	2008	2009	There-after	Total	Less: amount repre-senting interest	Present value of net minimum capital lease payments	Gross assets under lease at 6-30-05	Accumulated amortization at 6-30-05
$7.6	$15.2	$15.2	$15.2	$15.2	$236.4	$304.8	$182.3	$122.5	$122.5	$0.5

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ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
	RESULTS OF OPERATIONS (MDA)

This MDA includes information relating to Alliant Energy, IPL and WPL (as well as Resources and Corporate Services). Where appropriate, information relating to a specific entity has been segregated and labeled as such. The following discussion and analysis should be read in conjunction with the Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements included in this report as well as the financial statements, notes and MDA included in Alliant Energy’s, IPL’s and WPL’s latest combined Annual Report on Form 10-K. Unless otherwise noted, all “per share” references in MDA refer to earnings per diluted share.

FORWARD-LOOKING STATEMENTS

Statements contained in this report that are not of historical fact are forward-looking statements intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, such statements. Some, but not all, of the risks and uncertainties include: weather effects on results of operations; economic and political conditions in Alliant Energy’s domestic and international service territories; federal, state and international regulatory or governmental actions, including the impact of energy-related legislation in Congress and federal tax legislation, the ability to obtain adequate and timely rate relief to allow for, among other things, the recovery of operating costs, the earning of reasonable rates of return in current and future rate proceedings and the payment of expected levels of dividends; unanticipated construction and acquisition expenditures; unanticipated issues in connection with Alliant Energy’s construction of new generating facilities; issues related to the supply of fuel and purchased electricity and price thereof, including the ability to recover purchased power and fuel costs through domestic and international rates; unplanned outages at Alliant Energy’s generating facilities and risks related to recovery of increased costs through rates; issues related to electric transmission, including recovery of costs incurred, operating in the new Midwest Independent System Operator (MISO) energy market and federal legislation and regulation affecting such transmission; impact of weather hedges on Alliant Energy’s domestic utility earnings; risks related to the operations of Alliant Energy’s DAEC nuclear facility and unanticipated issues relating to the anticipated sale of Alliant Energy’s interest in such facility; Alliant Energy’s ability to enforce favorable arbitration awards in Brazil and/or reach favorable settlements with respect to such disputes; costs associated with Alliant Energy’s environmental remediation efforts and with environmental compliance generally; developments that adversely impact Alliant Energy’s ability to implement its strategic plan; the amount of premiums incurred in connection with Alliant Energy’s planned debt reductions; the results from Alliant Energy’s International investments; fluctuating foreign exchange rates; material declines in the fair market value of, or expected cash flows from, Alliant Energy’s investments; Alliant Energy’s ability to continue cost controls and operational efficiencies; Alliant Energy’s ability to identify and successfully complete potential acquisitions and/or development projects; Alliant Energy’s ability to complete its proposed divestitures of various businesses and investments, including China, Mexico, and DAEC, in a timely fashion and for anticipated proceeds; Alliant Energy’s ability to achieve its EPS growth, dividend payout ratio and total shareowner return goals; access to technological developments; employee workforce factors, including changes in key executives, collective bargaining agreements or work stoppages; continued access to the capital markets; the ability of Alliant Energy’s Mexico investments to meet the tests for discontinued operations pursuant to GAAP; the ability to utilize any tax capital losses generated to-date and those that may be generated in the future; the ability to successfully complete ongoing tax audits and appeals with no material impact on Alliant Energy’s earnings and cash flows; inflation rates; and factors listed in “Other Matters - Other Future Considerations.” Alliant Energy assumes no obligation, and disclaims any duty, to update the forward-looking statements in this report.

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EXECUTIVE SUMMARY

Description of Business - Alliant Energy operates as a registered public utility holding company subject to the limitations imposed by the Public Utility Holding Company Act of 1935 (PUHCA). The first tier subsidiaries of Alliant Energy include IPL, WPL, Resources and Corporate Services. IPL is a public utility engaged principally in the generation, transmission, distribution and sale of electric energy; and the purchase, distribution, transportation and sale of natural gas in selective markets in Iowa and Minnesota, as well as the Illinois properties that Alliant Energy has decided to divest. WPL is a public utility engaged principally in the generation, distribution and sale of electric energy; and the purchase, distribution, transportation and sale of natural gas in selective markets in Wisconsin, as well as the Illinois properties that Alliant Energy has decided to divest. Resources manages a portfolio of wholly-owned subsidiaries and additional investments through distinct platforms: International (foreign energy generation and delivery systems in Brazil and New Zealand, as well as the China business that Alliant Energy has decided to divest); Non-regulated Generation (domestic generation projects); and Other Non-regulated Investments (includes investments in environmental engineering and site remediation, transportation, synthetic fuel, construction management services for wind farms and energy technologies investments, as well as the resort development in Mexico (LDMU) and oil and gas pipeline gathering systems that Alliant Energy has decided to divest). Corporate Services provides administrative services to Alliant Energy and its subsidiaries as required under PUHCA. Refer to “Rates and Regulatory Matters” for discussion of the possible repeal of PUHCA.

Summary of Historical Results of Operations - Alliant Energy’s net income (loss) and EPS for the second quarter were as follows (dollars in millions):

	2005		2004
	Net Income		Net Income
Continuing operations:	(Loss)	EPS	(Loss)	EPS
Domestic utility	$34.7	$0.30	$38.9	$0.35
Non-regulated (Resources)	(42.5)	(0.36)	(4.6)	(0.04)
Alliant Energy parent and other (primarily taxes, interest
and administrative and general)	(2.0)	(0.02)	(0.3)	(0.01)
Income (loss) from continuing operations	(9.8)	(0.08)	34.0	0.30
Loss from discontinued operations	(48.9)	(0.42)	(47.1)	(0.42)
Net loss	($58.7)	($0.50)	($13.1)	($0.12)

The lower earnings from Alliant Energy’s core domestic utility business were largely due to higher fuel and purchased power, operating and interest expenses and lower allowance for funds used during construction (AFUDC). These items were partially offset by the impact of various rate increases implemented in 2005 and 2004 and sales growth. The lower results from Alliant Energy’s non-regulated businesses were largely due to a pre-tax non-cash asset valuation charge of $96 million (after-tax charge of $56 million, or $0.48 per share) related to Alliant Energy’s Brazil investments, partially offset by the impact of non-operational items at its Brazil investments and income tax adjustments. Refer to “Alliant Energy Results of Operations,” “IPL Results of Operations” and “WPL Results of Operations” for additional details regarding the various factors impacting their respective earnings/losses during the second quarter of 2005 and 2004.

STRATEGIC OVERVIEW

A summary of Alliant Energy’s strategic overview information is included in the combined Form 10-K filed by Alliant Energy, IPL and WPL for the year ended Dec. 31, 2004 and has not changed materially from the items reported in the 2004 Form 10-K, except as described below.

Updated Domestic Utility Generation Plan - In August 2005, Alliant Energy announced its domestic utility generation plan for the 2006 to 2013 time period (updated plan). This updated plan expands on Alliant Energy’s domestic utility generation plan announced in 2003, which was designed to address the 2004 to 2010 time period, and reflects increased growth in demand and the need to increase base-load generation in both Iowa and Wisconsin.

Pursuant to the updated plan, Alliant Energy currently expects to add 600 MW of owned-generation between 2006 and 2013, which includes 500 MW of clean-coal technology generation (250 MW at IPL in 2012 or 2013 and 250 MW at WPL in 2012) and 100 MW of wind generation at IPL in 2008. The addition of such generation is expected to require approximately $1.0 billion ($550 million for IPL and $450 million for WPL) in capital expenditures, excluding allowance for funds used during construction, from 2007 to 2013.

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The updated plan also contemplates Alliant Energy entering into purchased power agreements to add approximately 20 anaerobic digesters in each of Iowa and Wisconsin and the potential purchase of 350 MW of wind generation. In July 2005, Alliant Energy announced that it signed a purchased power agreement to proceed with an Iowa-based wind energy farm to develop up to 150 MW of renewable energy by the end of 2006. Allocation of the energy from the Iowa facility to IPL and WPL will be determined at a later date. Alliant Energy currently has agreements with Calpine Corporation related to the purchase of energy from the 466 MW RockGen Energy Center in Christiana, Wisconsin and the 603 MW Riverside Energy Center in Beloit, Wisconsin and has the option to purchase these two facilities in 2009 and 2013, respectively.

Alliant Energy continues to monitor its domestic generation requirements and the developments related to the renewable portfolio standards and federal and state tax incentives, and will adjust its plans accordingly as needed.

The 300 MW, simple-cycle, natural gas-fired SFEF near Sheboygan Falls, Wisconsin began commercial operation at the beginning of June 2005, ahead of schedule and under budget.  In May 2005, the PSCW approved the lease of this facility to WPL under the Wisconsin leased generation law. Resources’ Non-regulated Generation business owns SFEF and leased it to WPL for an initial period of 20 years, with an option for two lease renewal periods thereafter. WPL is responsible for the operation of SFEF and has exclusive rights to its output. Refer to Note 17 of WPL’s “Notes to Condensed Consolidated Financial Statements” for further discussion.

Asset Divestitures -

Non-regulated Businesses - In the second quarter of 2005, Alliant Energy successfully completed the sale of Cogenex Corporation (Cogenex), its energy services business, and its biomass facility and received net cash proceeds of approximately $35 million. In July 2005, Alliant Energy announced its intention to divest its investments in China and Mexico as a result of its evaluation of strategic alternatives for these investments. At June 30, 2005, the carrying value of Alliant Energy’s investments in China and Mexico were approximately $100 million and $85 million, respectively. Alliant Energy expects to complete the divestiture of its China investments no later than June 2006 and the divestiture of its Mexico investment by the end of 2006. Alliant Energy expects to use proceeds from the recent sales of Cogenex and its biomass facility and the proceeds from the sales of China, Mexico and pipeline investments for further debt reduction at Resources.

Alliant Energy continues to evaluate and consider the full range of options available to it regarding the future of its remaining non-regulated businesses, including its investments in Brazil and New Zealand, and has retained a financial advisor to assist it in evaluating the strategic alternatives related to its investments in Brazil.

Domestic Utility Businesses - In July 2005, Alliant Energy completed the sale of WPL’s interest in Kewaunee to a subsidiary of Dominion. WPL received approximately $79 million at closing, which was used for debt reduction at WPL. In July 2005, Alliant Energy signed a definitive agreement to sell IPL’s 70% ownership interest in DAEC and certain related assets to FPL Energy for approximately $387 million, subject to adjustment. Pending all appropriate state and federal regulatory approvals and satisfaction of other closing conditions, the sale is expected to be completed by the first quarter of 2006.

In June 2005, IPL and WPL each signed separate definitive agreements for the sale of their respective electric and gas distribution properties in Illinois for a combined total of approximately $47 million. Pending all regulatory approvals, these sales are expected to close in 2006. In June 2005, WPL reached an agreement on the sale of its water utility in South Beloit, Illinois for approximately $4 million. The sale is expected to be completed by mid-2006 and is currently pending approval with the ICC. WPL recently received PSCW approval for the sale of the Ripon water utility for approximately $5 million and such sale was completed in July 2005.

Refer to Notes 7, 11, 12 and 13 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for further discussion of the non-regulated and domestic utility businesses Alliant Energy has recently divested or is in the process of divesting.

Transmission Business - Alliant Energy continues to monitor developments in the domestic electric transmission industry, including the recent initial public offering of ITC Holdings Corp., an independently owned and operated electric transmission company. As of June 30, 2005, WPL’s investment in ATC was $144 million. IPL continues to own its transmission assets, the book value of which was $371 million as of Dec. 31, 2004. As an early TRANSLink Transmission Company LLC sponsor, Alliant Energy continues to evaluate options for participation for its Iowa assets in an independent transmission entity, be it ATC or some other entity.

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RATES AND REGULATORY MATTERS

A summary of Alliant Energy’s rates and regulatory matters is included in the combined Form 10-K filed by Alliant Energy, IPL and WPL for the year ended Dec. 31, 2004 and has not changed materially from the items reported in the 2004 Form 10-K, except as described below. Details of Alliant Energy’s rate cases impacting its historical and future results of operations are as follows (dollars in millions; Electric (E); Natural Gas (G); Water (W); Not Applicable (N/A); To Be Determined (TBD); Fuel-related (F-R)):

								Expected	Return
				Interim	Interim	Final	Final	Final	on
	Utility	Filing	Increase	Increase	Effective	Increase	Effective	Effective	Common
Case	Type	Date	Requested	Granted (1)	Date	Granted (1)	Date	Date	Equity	Notes
WPL:
2005/2006 retail	E/G	9/04	$63	N/A	N/A	$21	7/05	N/A	11.50%	(2)
2004 retail (F-R)	E	2/04	16	$16	3/04	10	10/04	N/A	N/A
2004 retail (F-R)	E	12/04	9	--	N/A	--	N/A	N/A	N/A	(3)
2005 retail (F-R)	E	3/05	26	26	4/05	26	7/05	N/A	N/A
South Beloit									G-9.87%/
retail - IL	G/W	10/03	1	N/A	N/A	1	10/04	N/A	W-9.64%
Wholesale	E	3/03	5	5	7/03	5	2/04	N/A	N/A
Wholesale	E	8/04	12	12	1/05	TBD	TBD	11/05	N/A	(4)
IPL:
IA retail	E	3/04	149	98	6/04	107	2/05	N/A	(a)
IA retail	G	4/05	19	13	4/05	TBD	TBD	4/06	TBD	(5)
MN retail	E	5/03	5	2	7/03	1	9/04	N/A	11.25%
MN retail	E	5/05	5	3	7/05	TBD	TBD	3/06	TBD

(a) Emery Generating Facility (Emery) - 12.23% and Other - 10.7%

(1)	Interim rate relief is implemented, subject to refund, pending determination of final rates. The final rate relief granted replaces the amount of interim rate relief granted.
(2)	In June 2005, the PSCW authorized the return through reduced rates, over a two-year period, of approximately $56 million on a pre-tax basis of non-qualified nuclear decommissioning trust funds associated with the sale of Kewaunee.
(3)	In April 2005, the PSCW issued the final written order denying WPL’s request for a rate increase in this proceeding. In June 2005, the PSCW denied WPL’s request for rehearing. In July 2005, WPL filed a lawsuit in state circuit court challenging the PSCW’s ruling and its interpretation of the fuel rules.
(4)	In June 2005, WPL reached a settlement in principle with its wholesale customers for an $8 million annual revenue increase effective Jan. 1, 2005. The settlement agreement is expected to be filed with FERC in the third quarter of 2005, with final rates expected to become effective in the fourth quarter of 2005 and these rates will be applied to all service rendered on and after Jan. 1, 2005. Any amount collected in excess of the final rates will be refunded to customers and has been fully reserved for at June 30, 2005.
(5)	In July 2005, IPL, Iowa Office of Consumer Advocate and Iowa Consumers Coalition filed a non-unanimous settlement proposal with the IUB, addressing all revenue requirement issues in IPL’s retail natural gas rate case. The parties agreed to an increase in IPL’s annual Iowa natural gas revenue requirements of approximately $14 million. The agreed return on common equity was established at 10.4%. The elements in the settlement proposal are subject to approval by the IUB, which is expected by February 2006.

With the exception of recovering a return on Emery, which was a large component of IPL’s 2004 retail Iowa electric rate case, and on other additions to IPL’s and WPL’s infrastructure, a significant portion of the rate increases included in the previous table reflect the recovery of increased costs incurred or expected to be incurred by IPL and WPL. The major drivers in WPL’s base rate and fuel-related rate cases for 2005 are both fixed and variable fuel and purchased power costs. Thus, the potential increase in revenues related to these rate increase requests is not expected to result in a material increase in net income.

On April 1, 2005, IPL and WPL began participation in the restructured wholesale energy market operated by MISO. The implementation of this restructured market marks a significant change in the way IPL and WPL buy and sell wholesale electricity, obtain transmission services and schedule generation. Prior to the restructured market, IPL and WPL each dispatched their generation and purchased power resources directly to meet their respective demands. In the restructured market, IPL and WPL offer their generation and bid their demand into the market on an hourly basis. MISO evaluates IPL’s,

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WPL’s and other market participants’ energy injections into, and withdrawals from, the system to economically dispatch the entire MISO system on an hourly basis. MISO settles these hourly offers and bids based on locational marginal prices, which are market-driven values based on the specific time and location of the purchase and/or sale of energy. The IUB has approved a temporary waiver, effective until May 31, 2006, allowing the costs and credits incurred by IPL to participate in this market to be included in IPL’s automatic fuel adjustment clause. The PSCW has approved the deferral of certain incremental costs incurred by WPL to participate in this market, which will be effective until WPL files its next base rate case with the PSCW. IPL and WPL are currently working through the regulatory process to establish long-term recovery mechanisms for these costs.

In April 2005, WPL received approval from the PSCW to defer incremental fuel-related costs associated with the extension of the unplanned outage at Kewaunee beginning April 15, 2005. Deferral of incremental operation and maintenance costs related to the unplanned outage has also been approved by the PSCW. Refer to Notes 1(b) and 12 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for additional information on the outage and sale of Kewaunee, respectively.

In May 2005, WPL received approval from the PSCW to lease SFEF from Resources’ Non-regulated Generation business. The approved 20-year lease agreement includes initial monthly lease payments of approximately $1.3 million based on a 50% debt to capital ratio, a return on equity of 10.9%, a cost of debt based on the cost of senior notes issued by Resources’ Non-regulated Generation business in June 2005 and certain costs incurred to construct the facility. The PSCW will review the capital structure, return on equity and cost of debt every five years from the date of its approval. WPL’s 2005/2006 retail rate case that became effective in July 2005 includes recovery of these initial monthly lease payments. Refer to Note 17 of WPL’s “Notes to Condensed Consolidated Financial Statements” for additional information.

In May 2005, Alliant Energy announced plans to reduce certain corporate and operations support positions. The net impacts of this reduction in workforce on WPL have been estimated to be minimal in 2005 and result in a reduction in costs in 2006. Because WPL’s 2005/2006 retail rate case was pending approval at the time of this announcement and the impacts of this reduction in workforce were not addressed in this retail rate case, WPL has requested approval from the PSCW to defer all costs and benefits incurred by WPL related to the reduction in workforce until its next rate case. The impacts of this reduction in workforce on IPL’s gas operations were incorporated into the settlement proposal for its retail natural gas rate case discussed previously. The impacts on IPL’s electric operations will be addressed in its next electric retail rate case filed with the IUB.

In May 2005, a new law impacting ratemaking was signed by the Governor in Wisconsin. The new law allows a public utility that proposes to purchase or construct an electric generating facility to apply to the PSCW for an order that specifies in advance the ratemaking principles that the PSCW will apply to the electric generating facility costs in future ratemaking proceedings. These changes are designed to give Wisconsin utilities more regulatory certainty, including providing utilities with a fixed rate of return on these investments, when financing electric generation projects. The new law requires the PSCW to establish rules to administer the requirements of such law. The PSCW is directed to prepare a draft rule by Sep. 1, 2005, which will then undergo public and legislative review.

In June 2005, WPL received approval from the PSCW to defer incremental pre-certification and pre-construction costs as a result of siting and building its proposed base-load power plant discussed in further detail in “Strategic Overview - Updated Domestic Utility Generation Plan.”

In July 2005, Alliant Energy announced plans to seek recovery of incremental purchased power energy costs associated with coal conservation efforts currently underway at IPL and WPL due to domestic coal delivery disruptions. In August 2005, WPL filed a request with the PSCW for deferral of these incremental costs, currently estimated at $14 million to $22 million. WPL’s wholesale customers are currently being charged these incremental costs through the fuel adjustment clause. IPL is currently recovering these costs through retail rate adjustments associated with its energy adjustment clause. Refer to “Other Matters - Other Future Considerations - Domestic Coal Delivery Disruptions” for further discussion.

In the third quarter of 2005, IPL filed applications with the IUB and MPUC for approval of its sale agreement with FPL Energy to sell its interest in DAEC, a component of which is IPL’s long-term purchased power agreement with FPL Energy to buy energy and capacity from DAEC. The purchased power agreement will extend through February 2014, concurrent with expiration of DAEC’s current operating license. The structure of the purchased power agreement is anticipated to result in costs for IPL’s electric customers similar to the anticipated costs under IPL’s continued ownership. The fixed monthly capacity payment in the agreement corresponds to IPL’s projected revenue requirement, which would continue to be reflected in its base rates. The monthly variable payment to FPL Energy varies directly with the amount of energy delivered to IPL,

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which is based on a target capacity factor of 90%. If in a given month, FPL Energy delivers less than the energy amount corresponding to the 90% capacity factor, there will be a reduction in the energy payment to reflect the lower fuel consumption as well as a corresponding adjustment in the capacity payment to FPL Energy to proportionally compensate IPL for the under-delivery. This will ultimately result in a reduction in the DAEC component of the energy adjustment clause recovered from customers. The converse is also true if the delivered energy exceeds the target amount. Refer to Note 13 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for further discussion.

In July 2005, the U.S. Congress passed comprehensive energy legislation. The President has previously indicated a willingness to sign such legislation and is expected to sign the bill into law in August 2005. In general, the legislation is intended to improve reliability and market transparency, provide incentives to promote the construction of needed energy infrastructure and foster development of a wide range of energy options that promote economic growth and greater energy independence. Among other things, the legislation provides for shorter recovery periods for certain electric transmission and gas distribution lines, extends the renewable energy production tax credit by two years, provides a seven-year recovery period for certain certified pollution control facilities and provides for the repeal of PUHCA and the Public Utility Regulatory Policy Act of 1978. These Acts will remain in effect for a transition period and it is anticipated that some provisions of these Acts will be retained under FERC jurisdiction. While the overall impact of the legislation is expected to be positive, the specific impacts to Alliant Energy are not yet known.

In 2002, IPL filed with the Internal Revenue Service (IRS) for a change in method of accounting for tax purposes for 1987 through 2001 that would allow a current deduction related to mixed service costs. Such costs had previously been capitalized and depreciated for tax purposes over the appropriate tax lives. This change would create a significant current tax benefit that has not been reflected in IPL’s results of operations pending a decision from the IUB on the required rate making treatment of the benefit. In its April 2003 order, the IUB approved IPL’s proposed accounting treatment to defer the tax savings as a regulatory liability resulting from the change of accounting method until the IRS audit on this issue is complete. The rate making impact will be addressed once the issue is resolved with the IRS. In August 2005, the IRS issued a revenue ruling which would effectively disallow the entire deduction initially claimed. Alliant Energy is currently evaluating various options regarding this issue and does not anticipate any material negative impact on IPL’s results of operations or financial position related to this adverse revenue ruling.

ALLIANT ENERGY RESULTS OF OPERATIONS

Overview - Second Quarter Results - Refer to “Executive Summary” for an overview of Alliant Energy’s second quarter 2005 and 2004 earnings and the various components of Alliant Energy’s business.

Domestic Utility Electric Margins - Electric margins, megawatt-hour (MWh) sales and cooling degree day data for Alliant Energy for the three and six months ended June 30 were as follows:

	Revenues and Costs (in millions)			MWhs Sold (in thousands)
Three Months Ended June 30:	2005	2004	Change	2005	2004	Change
Residential	$176.5	$155.4	14%	1,675	1,595	5%
Commercial	120.3	103.5	16%	1,487	1,378	8%
Industrial	173.1	151.9	14%	3,290	3,153	4%
Total from retail customers	469.9	410.8	14%	6,452	6,126	5%
Sales for resale	67.3	45.3	49%	1,593	1,414	13%
Other	4.1	12.5	(67%)	46	46	--
Total revenues/sales	541.3	468.6	16%	8,091	7,586	7%
Electric production fuel and
purchased power expense	242.8	172.2	41%
Margins	$298.5	$296.4	1%

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	Revenues and Costs (in millions)			MWhs Sold (in thousands)
Six Months Ended June 30:	2005	2004	Change	2005	2004	Change
Residential	$364.5	$332.7	10%	3,674	3,604	2%
Commercial	224.4	199.0	13%	2,916	2,739	6%
Industrial	313.5	285.6	10%	6,349	6,141	3%
Total from retail customers	902.4	817.3	10%	12,939	12,484	4%
Sales for resale	119.4	94.8	26%	2,836	2,681	6%
Other	18.3	24.4	(25%)	89	95	(6%)
Total revenues/sales	1,040.1	936.5	11%	15,864	15,260	4%
Electric production fuel and
purchased power expense	452.1	370.3	22%
Margins	$588.0	$566.2	4%

	Three and Six Months Ended June 30,
	Actual
Cooling degree days*:	2005	2004	Normal
Cedar Rapids (IPL)	116	54	101
Madison (WPL)	134	36	60

* Cooling degree days are calculated using a 70 degree base. Normal degree days are calculated using a fixed 30-year average most recently updated in February 2002.

Electric margins increased $2.1 million, or 1%, and $21.8 million, or 4%, for the three- and six-month periods, respectively, primarily due to the impact of various rate increases implemented in 2005 and 2004 and an approximate 2% increase in weather-normalized sales for both the three- and six-month periods. This sales growth included an increase of 4% and 3% in industrial sales for the three- and six-month periods, respectively, an indicator of improving economic conditions in Alliant Energy’s domestic utility service territory. These items were largely offset by the impact of higher purchased power capacity costs ($11 million and $16 million for the three- and six-month periods, respectively) at WPL primarily related to the Riverside agreement that began in June 2004 and higher than anticipated fuel and purchased power energy costs at WPL largely due to the unplanned outage at Kewaunee during the first and second quarters of 2005 and the impact of recent coal supply constraints from the Powder River Basin. Refer to “Rates and Regulatory Matters” and “Other Matters - Other Future Considerations - Domestic Coal Delivery Disruptions” for further discussion.

While the weather conditions in Alliant Energy’s service territory were significantly warmer than normal in June 2005, such weather conditions did not have a significant impact on Alliant Energy’s electric margins in the second quarter of 2005 due to the electric weather derivatives Alliant Energy entered into in the second quarter of 2005. Pursuant to the terms of such agreements, Alliant Energy recorded a liability of $9 million to the counterparty in the second quarter of 2005 (reflected as a reduction to other electric revenues in the electric margins tables), which represents the maximum amount Alliant Energy could have to pay once the agreements expire at the end of August 2005. Refer to Note 8 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for additional information regarding the electric weather derivatives.

Before giving consideration to the impact of the electric weather derivatives, Alliant Energy estimates that warmer than normal weather conditions had a positive impact of approximately $5 million on its electric margins in the second quarter of 2005 compared to normal weather, which substantially offset the negative impact of milder weather conditions in the first quarter of 2005. Alliant Energy estimates that milder than normal weather conditions had a negative impact of approximately $7 million on its electric margins for both the second quarter of 2004 and first half of 2004 compared to normal weather.

Sales for resale revenues increased during the three- and six-month periods primarily due to the impacts of higher fuel cost recovery revenues from wholesale customers at WPL in the second quarter of 2005 compared to the same period in 2004 and the implementation of the restructured wholesale energy market operated by MISO on April 1, 2005. These increased revenues were largely offset by increased electric production fuel and purchased power expense and therefore did not have a significant impact on electric margins.

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Domestic Utility Gas Margins - Gas margins, dekatherm (Dth) sales and heating degree day data for Alliant Energy for the three and six months ended June 30 were as follows:

	Revenues and Costs (in millions)			Dths Sold (in thousands)
Three Months Ended June 30:	2005	2004	Change	2005	2004	Change
Residential	$41.2	$42.0	(2%)	3,311	3,525	(6%)
Commercial	21.7	21.6	--	2,339	2,345	--
Industrial	6.3	5.5	15%	778	729	7%
Transportation/other	23.1	9.8	136%	16,346	10,029	63%
Total revenues/sales	92.3	78.9	17%	22,774	16,628	37%
Cost of gas sold	57.8	48.4	19%
Margins	$34.5	$30.5	13%

	Revenues and Costs (in millions)			Dths Sold (in thousands)
Six Months Ended June 30:	2005	2004	Change	2005	2004	Change
Residential	$186.9	$187.4	--	17,605	18,422	(4%)
Commercial	98.7	98.9	--	10,928	11,259	(3%)
Industrial	17.4	17.0	2%	2,128	2,256	(6%)
Transportation/other	34.6	24.5	41%	31,940	23,812	34%
Total revenues/sales	337.6	327.8	3%	62,601	55,749	12%
Cost of gas sold	236.9	233.1	2%
Margins	$100.7	$94.7	6%

	Three Months Ended June 30,			Six Months Ended June 30,
	Actual			Actual
Heating degree days*:	2005	2004	Normal	2005	2004	Normal
Cedar Rapids (IPL)	586	602	701	3,830	4,000	4,180
Madison (WPL)	698	821	898	4,087	4,345	4,558

* Heating degree days are calculated using a 65 degree base. Normal degree days are calculated using a fixed 30-year average most recently updated in February 2002.

Gas margins increased $4.0 million, or 13%, and $6.0 million, or 6%, for the three- and six-month periods, respectively, primarily due to higher energy conservation revenues at IPL, the impact of higher transportation/other sales and continued customer growth, the impact of several modest rate increases implemented in 2005 and 2004 and improved results from WPL’s performance-based gas commodity cost recovery program (benefits are shared by ratepayers and shareowners). The six month increase was partially offset by the impact of slightly milder weather conditions in the first quarter of 2005 compared to the same period in 2004. The higher energy conservation revenues were largely offset by higher energy conservation expenses. Transportation/other sales increased due to greater demand from natural gas-fired electric generating facilities during the first half of 2005, primarily due to the Riverside facility being placed in service in June 2004. The impact of these revenue increases on gas margins was not significant.

Refer to “Rates and Regulatory Matters” for discussion of various electric and gas rate filings.

Non-regulated Revenues - Details regarding Alliant Energy’s non-regulated revenues for the three and six months ended June 30 were as follows (in millions):

	Three Months		Six Months
	2005	2004	2005	2004
Environmental engineering and site remediation	$24.6	$21.4	$48.0	$42.8
Non-regulated Generation	8.0	6.1	13.9	12.0
Transportation	6.8	5.9	12.5	11.1
Other (includes eliminations)	7.5	1.1	7.9	2.1
	$46.9	$34.5	$82.3	$68.0

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The increased Environmental revenues for the three- and six-month periods were primarily due to construction management projects started in the first quarter of 2005. The increased Other revenues for the three- and six-month periods were primarily due to $7 million of higher revenues from Resources’ WindConnect™ business that provides construction management services for wind farms outside of Alliant Energy’s domestic utility service territory. The increased WindConnect™ revenues were largely offset by higher WindConnect™ operating expenses.

Other Operating Expenses - Other operation and maintenance expense for the domestic utilities increased $8.8 million and $9.6 million for the three- and six-month periods, respectively, primarily due to higher generation-related expenses, higher energy conservation expenses of $1 million and $5 million at IPL for the three- and six-month periods, respectively, and $4 million of employee separation expenses incurred by IPL in the second quarter of 2005 related to the elimination of certain corporate and operations support positions. These increases were partially offset by a reduction in anticipated incentive-related compensation expenses for 2005. IPL estimates that the elimination of the corporate and operations support positions in the second quarter of 2005 will decrease its future annual operating expenses by approximately $7 million. Refer to “Rates and Regulatory Matters” for further discussion of the impact of the workforce reduction and the associated regulatory treatment.

Non-regulated operation and maintenance expenses for the three and six months ended June 30 were as follows (in millions):

	Three Months		Six Months
	2005	2004	2005	2004
Environmental engineering and site remediation	$22.7	$19.0	$43.5	$38.5
Non-regulated Generation	3.8	2.8	8.4	4.9
Transportation	3.0	3.1	6.0	6.0
International	3.2	2.3	5.8	4.5
Other (includes eliminations)	9.5	3.4	14.3	9.1
	$42.2	$30.6	$78.0	$63.0

The variances for the three- and six-month periods were largely driven by the same factors impacting the revenue variances discussed previously. The Non-regulated Generation six-month increase was largely due to costs for a planned maintenance outage at Resources’ Neenah generating facility in the first quarter of 2005.

Depreciation and amortization expense increased $3.2 million and $4.5 million for the three- and six-month periods primarily due to property additions, including Emery being placed in service in May 2004.

Interest Expense and Other - Loss on early extinguishment of debt for the six-month periods includes debt repayment premiums and charges for the unamortized debt expenses related to long-term debt retirements of $100 million and $20 million in the first quarter of 2005 and 2004, respectively, of senior notes at Resources.

Refer to Note 7(b) of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for a breakdown of Alliant Energy’s equity (income) loss from unconsolidated investments. The higher equity earnings from Alliant Energy’s Brazil investments for the three-month period were primarily due to the impact of several non-operational items, including a gain of $4 million (representing Alliant Energy’s allocated portion of the total gain) realized in the second quarter of 2005 from the sale of six small hydroelectric plants, foreign currency transaction gains of $2 million in the second quarter of 2005 and losses of $1 million in the second quarter of 2004 related to debt at one of the Brazilian operating companies, lower litigation-related expenses and the impact of rate increases implemented at the Brazilian operating companies. These items were partially offset by higher operating and interest expenses. Alliant Energy also realized a gain of $5 million (representing Alliant Energy’s allocated portion of the total gain) in the first quarter of 2004 from the sale of two hydroelectric plants. Higher interest and operating expenses also contributed to the six-month decrease. The improved results from TrustPower for the three- and six-month periods were primarily due to higher margins resulting from increased energy prices.

AFUDC decreased $2.9 million and $7.4 million for the three- and six-month periods, respectively, primarily due to Emery being placed in service in May 2004.

Refer to Notes 1(f) and 7 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for details regarding “Interest income and other,” and discussion of the non-cash asset valuation charge recorded in the second quarter of 2005 relating to Alliant Energy’s Brazil investments, respectively.

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Income Taxes - The effective income tax rates for the three and six months ended June 30, 2005 are not meaningful given the impact of Alliant Energy’s non-cash asset valuation charge related to its Brazil investments. Excluding the impacts of this charge, the effective income tax rates were 19.5% and 20.8% for the three- and six-month periods ended June 30, 2005, compared with 29.0% and 29.3% for the three- and six-month periods ended June 30, 2004, respectively. The decreases were primarily due to the impact of reversing approximately $8 million of deferred tax asset valuation allowances originally recorded in 2004 related to Alliant Energy’s ability to utilize anticipated capital losses from its energy services business. Refer to Note 4 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for additional information.

Loss from Discontinued Operations - Refer to Note 11 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for discussion of Alliant Energy’s discontinued operations.

IPL RESULTS OF OPERATIONS

Overview - Second Quarter Results - Earnings available for common stock increased $11.3 million, primarily due to higher electric margins.

Electric Margins - Electric margins and MWh sales for IPL for the three and six months ended June 30 were as follows:

	Revenues and Costs (in millions)			MWhs Sold (in thousands)
Three Months Ended June 30:	2005	2004	Change	2005	2004	Change
Residential	$98.3	$79.4	24%	896	830	8%
Commercial	74.0	59.1	25%	941	842	12%
Industrial	100.5	83.1	21%	2,037	1,932	5%
Total from retail customers	272.8	221.6	23%	3,874	3,604	7%
Sales for resale	18.6	10.8	72%	561	439	28%
Other	2.9	7.5	(61%)	27	25	8%
Total revenues/sales	294.3	239.9	23%	4,462	4,068	10%
Electric production fuel and
purchased power expense	108.1	74.8	45%
Margins	$186.2	$165.1	13%

	Revenues and Costs (in millions)			MWhs Sold (in thousands)
Six Months Ended June 30:	2005	2004	Change	2005	2004	Change
Residential	$201.4	$173.1	16%	1,985	1,936	3%
Commercial	136.0	113.7	20%	1,832	1,671	10%
Industrial	182.5	160.3	14%	3,998	3,823	5%
Total from retail customers	519.9	447.1	16%	7,815	7,430	5%
Sales for resale	32.1	20.7	55%	854	751	14%
Other	12.1	14.4	(16%)	51	50	2%
Total revenues/sales	564.1	482.2	17%	8,720	8,231	6%
Electric production fuel and
purchased power expense	195.2	160.6	22%
Margins	$368.9	$321.6	15%

Refer to “Alliant Energy Results of Operations - Domestic Utility Electric Margins” for IPL’s cooling degree day data.

Electric margins increased $21.1 million, or 13%, and $47.3 million, or 15%, for the three- and six-month periods, respectively, primarily due to the impact of rate increases implemented in 2005 and 2004 and an approximate 5% and 4% increase in weather-normalized sales for the three- and six-month periods, respectively. This sales growth included an increase of 5% in industrial sales for both periods, an indicator of improving economic conditions in IPL’s service territory. Before giving consideration to the impact of the electric weather derivatives, IPL estimates that warmer than normal weather conditions had a positive impact of approximately $2 million on its electric margin in the second quarter of 2005 compared to normal weather, which substantially offset the negative impact of milder weather conditions in the first quarter of 2005. IPL estimates that milder than normal weather conditions had a negative impact of approximately $4 million on its electric margin for both the second quarter of 2004 and the first half of 2004 compared to normal weather. These items were partially offset

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by IPL recording a liability of $5.5 million in the second quarter of 2005 to the counterparty of an electric weather derivative recently entered into by IPL. Refer to Note 8 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for additional information. Refer to “Alliant Energy Results of Operations” for discussion of the impact of MISO-related transactions on IPL’s electric margins.

Gas Margins - Gas margins and Dth sales for IPL for the three and six months ended June 30 were as follows:

	Revenues and Costs (in millions)			Dths Sold (in thousands)
Three Months Ended June 30:	2005	2004	Change	2005	2004	Change
Residential	$22.5	$22.6	--	1,726	1,771	(3%)
Commercial	11.5	11.2	3%	1,206	1,134	6%
Industrial	5.2	4.5	16%	649	593	9%
Transportation/other	0.7	2.4	(71%)	7,647	6,530	17%
Total revenues/sales	39.9	40.7	(2%)	11,228	10,028	12%
Cost of gas sold	23.0	25.9	(11%)
Margins	$16.9	$14.8	14%

	Revenues and Costs (in millions)			Dths Sold (in thousands)
Six Months Ended June 30:	2005	2004	Change	2005	2004	Change
Residential	$104.5	$105.8	(1%)	10,084	10,507	(4%)
Commercial	54.7	55.4	(1%)	6,118	6,203	(1%)
Industrial	12.5	12.1	3%	1,556	1,627	(4%)
Transportation/other	3.6	5.1	(29%)	15,937	14,711	8%
Total revenues/sales	175.3	178.4	(2%)	33,695	33,048	2%
Cost of gas sold	127.5	133.2	(4%)
Margins	$47.8	$45.2	6%

Refer to “Alliant Energy Results of Operations - Domestic Utility Gas Margins” for IPL’s heating degree day data.

Gas margin increased $2.1 million, or 14%, and $2.6 million, or 6%, for the three- and six-month periods, respectively. The three-month increase was primarily due to the impact of a rate increase implemented in April 2005. The six-month increase was primarily due to higher energy conservation revenues of $3 million and the impact of the rate increase implemented in April 2005, partially offset by the impact of slightly milder than normal weather conditions in the first quarter of 2005 compared to the same period in 2004. The higher energy conservation revenues were largely offset by higher energy conservation expenses.

Refer to “Rates and Regulatory Matters” for discussion of IPL’s electric and gas rate filings.

Other Operating Expenses - Other operation and maintenance expenses increased $2.2 million and $10.0 million for the three- and six-month periods, respectively, primarily due to higher energy conservation expenses of $1 million and $5 million, respectively, $4 million of employee separation expenses incurred in the second quarter of 2005 related to the elimination of certain corporate and operations support positions and higher generation-related expenses. These increases were partially offset by a reduction in anticipated incentive-related compensation expenses for 2005. IPL estimates that the elimination of the corporate and operations support positions in the second quarter of 2005 will decrease future annual operating expenses by approximately $7 million. Refer to “Rates and Regulatory Matters” for further discussion of the impact of the workforce reduction and the associated regulatory treatment. Depreciation and amortization expense increased $1.9 million and $3.2 million for the three- and six-month periods, respectively, primarily due to property additions, including Emery being placed in service in May 2004.

Interest Expense and Other - Interest expense increased $1.3 million and $3.5 million for the three- and six-month periods, respectively, primarily due to higher average borrowings outstanding and the impact of refinancing a portion of the construction costs of Emery with long-term debt to replace the short-term debt initially issued. AFUDC decreased $2.7 million and $7.1 million for the three- and six-month periods, respectively, due to Emery being placed in service in May 2004.

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Income Taxes - The effective income tax rates were 40.9% and 40.5% for the three- and six-month periods ended June 30, 2005, respectively, compared with 43.9% and 42.3% for the same periods last year. The decreases for the three- and six-month periods were primarily due to the impact of property-related temporary differences for which deferred tax expense is not recorded pursuant to Iowa ratemaking principles.

WPL RESULTS OF OPERATIONS

Overview - Second Quarter Results - Earnings available for common stock decreased $15.6 million, primarily due to lower electric margins and higher operating expenses.

Electric Margins - Electric margins and MWh sales for WPL for the three and six months ended June 30 were as follows:

	Revenues and Costs (in millions)			MWhs Sold (in thousands)
Three Months Ended June 30:	2005	2004	Change	2005	2004	Change
Residential	$78.2	$76.0	3%	779	765	2%
Commercial	46.3	44.4	4%	546	536	2%
Industrial	72.6	68.8	6%	1,253	1,221	3%
Total from retail customers	197.1	189.2	4%	2,578	2,522	2%
Sales for resale	48.7	34.5	41%	1,032	975	6%
Other	1.2	5.0	(76%)	19	21	(10%)
Total revenues/sales	247.0	228.7	8%	3,629	3,518	3%
Electric production fuel and
purchased power expense	134.7	97.4	38%
Margins	$112.3	$131.3	(14%)

	Revenues and Costs (in millions)			MWhs Sold (in thousands)
Six Months Ended June 30:	2005	2004	Change	2005	2004	Change
Residential	$163.1	$159.6	2%	1,689	1,668	1%
Commercial	88.4	85.3	4%	1,084	1,068	1%
Industrial	131.0	125.3	5%	2,351	2,318	1%
Total from retail customers	382.5	370.2	3%	5,124	5,054	1%
Sales for resale	87.3	74.1	18%	1,982	1,930	3%
Other	6.2	10.0	(38%)	38	45	(16%)
Total revenues/sales	476.0	454.3	5%	7,144	7,029	2%
Electric production fuel and
purchased power expense	256.9	209.7	23%
Margins	$219.1	$244.6	(10%)

Refer to “Alliant Energy Results of Operations - Domestic Utility Electric Margins” for WPL’s cooling degree day data.

Electric margins decreased $19.0 million, or 14%, and $25.5 million, or 10%, for the three- and six-month periods, respectively, primarily due to higher purchased power capacity costs ($11 million and $16 million for the three- and six-month periods, respectively) primarily related to the Riverside agreement that began in June 2004, higher than anticipated fuel and purchased power energy costs largely due to the unplanned outage at Kewaunee during the first and second quarters of 2005 and the impact of recent coal supply constraints from the Powder River Basin, and the recording of a liability of $3.5 million in the second quarter of 2005 to the counterparty of an electric weather derivative recently entered into by WPL. These items were partially offset by the impact of rate increases and a modest increase in retail sales resulting from continued customer growth. Before giving consideration to the impact of the electric weather derivative, WPL estimates that warmer than normal weather conditions had a positive impact of approximately $3 million on its electric margin in the second quarter of 2005 compared to normal weather. WPL also estimates that cooler than normal weather conditions had a negative impact of approximately $3 million on its electric margin in the second quarter of 2004 compared to normal weather. Weather did not have a significant impact on WPL’s electric margin in the first quarter of 2005 or 2004. Refer to “Rates and Regulatory Matters,” Note 8 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements,” and “Other Matters - Other Future Considerations - Domestic Coal Delivery Disruptions” for additional information. Refer to “Alliant Energy Results of

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Operations” for discussion of the impacts of higher fuel cost recovery revenues from wholesale customers and MISO-related transactions on WPL’s electric margins.

Gas Margins - Gas margins and Dth sales for WPL for the three and six months ended June 30 were as follows:

	Revenues and Costs (in millions)			Dths Sold (in thousands)
Three Months Ended June 30:	2005	2004	Change	2005	2004	Change
Residential	$18.7	$19.4	(4%)	1,585	1,754	(10%)
Commercial	10.2	10.4	(2%)	1,133	1,211	(6%)
Industrial	1.1	1.0	10%	129	136	(5%)
Transportation/other	22.4	7.4	203%	8,699	3,499	149%
Total revenues/sales	52.4	38.2	37%	11,546	6,600	75%
Cost of gas sold	34.8	22.5	55%
Margins	$17.6	$15.7	12%

	Revenues and Costs (in millions)			Dths Sold (in thousands)
Six Months Ended June 30:	2005	2004	Change	2005	2004	Change
Residential	$82.4	$81.6	1%	7,521	7,915	(5%)
Commercial	44.0	43.5	1%	4,810	5,056	(5%)
Industrial	4.9	4.9	--	572	629	(9%)
Transportation/other	31.0	19.4	60%	16,003	9,101	76%
Total revenues/sales	162.3	149.4	9%	28,906	22,701	27%
Cost of gas sold	109.4	99.9	10%
Margins	$52.9	$49.5	7%

Refer to “Alliant Energy Results of Operations - Domestic Utility Gas Margins” for WPL’s heating degree day data.

Gas margins increased $1.9 million, or 12%, and $3.4 million, or 7%, for the three- and six-month periods, respectively, primarily due to the modest impact on margins from higher transportation/other sales, largely due to the Riverside facility being placed in service in June 2004, improved results from WPL’s performance-based gas commodity cost recovery program (benefits are shared by ratepayers and shareowners) and the impact of continued customer growth. The six-month period was partially offset by the impact of slightly milder weather conditions in the first quarter of 2005 compared to the same period in 2004.

Refer to “Rates and Regulatory Matters” for discussion of WPL’s electric and gas rate filings.

Other Operating Expenses - Other operation and maintenance expenses increased $6.6 million for the three-month period, primarily due to higher generation-related, transmission and distribution, and administrative and general expenses, partially offset by a reduction in anticipated incentive-related compensation expenses for 2005. Other operation and maintenance expenses decreased $0.4 million for the six-month period, primarily due to the reduction in incentive compensation expenses for 2005, substantially offset by higher generation-related expenses. Refer to “Rates and Regulatory Matters” for discussion of the impact of the workforce reduction on WPL.

Interest Expense and Other - Interest expense increased $2.1 million and $2.5 million for the three- and six-month periods, respectively, due to higher average borrowings outstanding and interest associated with the SFEF capital lease. Refer to Note 17 of WPL’s “Notes to Condensed Consolidated Financial Statements” for additional information on the capital lease.

Income Taxes - The effective income tax rates were 37.1% and 37.5% for the three- and six-month periods ended June 30, 2005, respectively, compared with 38.6% and 38.4%, respectively, for the same periods last year.

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LIQUIDITY AND CAPITAL RESOURCES

A summary of Alliant Energy’s liquidity and capital resources matters is included in the combined Form 10-K filed by Alliant Energy, IPL and WPL for the year ended Dec. 31, 2004 and has not changed materially from the items reported in the 2004 Form 10-K, except as described below.

Cash and Temporary Cash Investments - As of June 30, 2005, Alliant Energy and its subsidiaries had approximately $242 million of cash and temporary cash investments, which included $19 million of cash repatriated from its China business in June 2005. In addition, Alliant Energy had approximately $48 million of cash and temporary investments recorded in “Assets held for sale” on its Condensed Consolidated Balance Sheet at June 30, 2005 related to its China business. In July 2005, Alliant Energy repatriated $14 million of additional cash from its China business and currently plans to repatriate a majority of the remaining cash from its China business in 2005 under the provisions of the American Jobs Creation Act passed in 2004 or through the sale of its China business.

Cash Flows - Selected information from Alliant Energy’s, IPL’s and WPL’s Condensed Consolidated Statements of Cash Flows for the six months ended June 30 was as follows (in millions):

	Alliant Energy		IPL		WPL
Cash flows from (used for):	2005	2004	2005	2004	2005	2004
Operating activities	$363.4	$218.7	$234.3	$197.1	$132.7	$97.5
Investing activities	(225.5)	(301.3)	(172.5)	(196.2)	(82.3)	(82.9)
Financing activities	(98.7)	22.1	(61.1)	(2.9)	(49.2)	(41.6)

Cash Flows From Operating Activities -

Historical Changes in Cash Flows From Operating Activities - Alliant Energy’s cash flows from operating activities increased $145 million primarily due to changes in the level of accounts receivable sold. IPL’s cash flows from operating activities increased $37 million primarily due to changes in the level of accounts receivable sold and the impact of rate increases, partially offset by the timing of receivable collections and vendor payments. WPL’s cash flows from operating activities increased $35 million primarily due to changes in the level of accounts receivable sold and the timing of vendor payments, partially offset by expenditures associated with the Kewaunee outage in the first and second quarter of 2005 and higher purchased power and fuel expenses.

Cash Flows Used For Investing Activities -

Historical Changes in Cash Flows Used For Investing Activities - Alliant Energy’s cash flows used for investing activities decreased $76 million primarily due to expenditures associated with the construction of Emery in 2004 and proceeds received from the sale of its energy services business in 2005. IPL’s cash flows used for investing activities decreased $24 million primarily due to expenditures associated with the construction of Emery in 2004.

Construction and Acquisition Expenditures - In the second quarter of 2005, Alliant Energy revised its anticipated 2005 capital expenditures from the previously reported range of $625 million to $655 million to approximately $560 million, and revised its anticipated 2006 capital expenditures from the previously reported range of $605 million to $625 million to approximately $530 million. These decreases related to reductions in the anticipated expenditures related to Alliant Energy’s China and Mexico investments. Refer to “Environmental” and “Strategic Overview - Updated Domestic Utility Generation Plan” for information on related anticipated future construction and acquisition expenditures.

Proceeds from Asset Sales - Refer to “Strategic Overview - Asset Divestitures” for discussion of Alliant Energy’s recent asset divesture activities, including the sale of its energy services business in the second quarter of 2005. Proceeds from asset divestitures have been and will be used primarily for further debt reduction and general corporate purposes.

Cash Flows Used For Financing Activities -

Historical Changes in Cash Flows Used For Financing Activities - Alliant Energy’s cash flows used for financing activities increased $121 million primarily due to changes in the amount of loans with discontinued operations, $37 million of proceeds from Alliant Energy’s continuous equity offering program in the second quarter of 2004 and changes in the amount of debt issued and retired, including increased debt repayment premiums. IPL’s cash flows used for financing activities increased $58 million primarily due to capital contributions of $50 million from Alliant Energy in 2004. WPL’s cash flows used for financing activities increased $8 million due to changes in the amount of debt issued and retired.

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State Regulatory Agency Financing Authorizations - In June 2005, WPL obtained authority from the PSCW to increase its short-term borrowings from $240 million to $250 million, consisting of $195 million for general corporate purposes and an additional $55 million should WPL repurchase its variable rate demand bonds.

Shelf Registrations - As of June 30, 2005, Alliant Energy, IPL and WPL had $208 million, $85 million and $50 million of securities remaining available for sale registered under their respective shelf registrations. In July 2005, IPL’s amount available under its shelf registration was reduced to $35 million upon the issuance of its $50 million, 5.50% senior debentures due 2025.

Common Stock Issuances - Subject to market conditions and other factors, Alliant Energy reduced the amount of common stock it had planned to issue during 2005 from $90 million to approximately $30 million, of which $12 million had already been issued through its Shareowner Direct and Stock Purchase, and 401(k) Savings Plans as of June 30, 2005.

Short- and Long-term Debt - Refer to Note 6 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for information on short- and long-term debt. Refer to “Item 5. Other Information” for information on AEC’s, IPL’s and WPL’s credit facility agreements entered into in August 2005.

Creditworthiness -

Credit Facilities - Alliant Energy’s, IPL’s and WPL’s credit facility agreements contain various covenants, including the following:

	Covenant	Status at
Covenant Description	Requirement	June 30, 2005
Alliant Energy:
Consolidated debt-to-capital ratio	Less than 65%	48%
Interest coverage ratio	At least 2.5x	4.2x
IPL debt-to-capital ratio	Less than 58%	47%
WPL debt-to-capital ratio	Less than 58%	38%

Off-Balance Sheet Arrangements - A summary of Alliant Energy’s off-balance sheet arrangements is included in the combined Form 10-K filed by Alliant Energy, IPL and WPL for the year ended Dec. 31, 2004 and has not changed materially from the items reported in the 2004 Form 10-K. Refer to Notes 3 and 15 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for discussion of changes in the amounts of sales of utility accounts receivable, and the impact of FIN 46R guidance on Alliant Energy’s Riverside and RockGen agreements, respectively.

Certain Financial Commitments -

Contractual Obligations - A summary of Alliant Energy’s, IPL’s and WPL’s contractual obligations is included in the combined Form 10-K filed by Alliant Energy, IPL and WPL for the year ended Dec. 31, 2004 and has not changed materially from the items reported in the 2004 Form 10-K, except for the items described in Notes 6, 9(a) and 12 of Alliant Energy’s and Note 17 of WPL’s “Notes to Condensed Consolidated Financial Statements.”

Environmental - A summary of Alliant Energy’s environmental matters is included in the combined Form 10-K filed by Alliant Energy, IPL and WPL for the year ended Dec. 31, 2004 and has not changed materially from the items reported in the 2004 Form 10-K, except as described below.

Air Quality - In March 2005, the U.S. Environmental Protection Agency (EPA) finalized the Clean Air Interstate Rule (CAIR), which requires emission control upgrades to existing electric generating units with greater than 25 MW capacity. This rule will cap emissions of sulfur dioxide (SO2) and nitrogen oxides (NOx) in 28 states (including Iowa and Wisconsin) in the eastern U.S and, when fully implemented, reduce SO2 and NOx emissions in these states by over 70% and 60% from 2003 levels, respectively.  The specific reductions for IPL, WPL and Resources will be determined by state-specific implementation plans, which could be more or less stringent than the noted 70% and 60% reductions. The first phase of compliance for SO2 and NOx is required by 2010 and 2009, respectively, and the second phase of compliance for both SO2 and NOx is required by 2015. This federal rule allows that additional reduction requirements may also be imposed at the state level for those areas that are in non-attainment with National Ambient Air Quality Standards. WPL has existing electric generating units located in these non-attainment areas.

In March 2005, the EPA also finalized the Clean Air Mercury Rule (CAMR) which requires mercury emission control upgrades for coal-fired generating units with greater than 25 MW capacity.  When fully implemented, this rule will reduce U.S. utility (including IPL and WPL) mercury emissions by approximately 70% in a two-phased reduction approach. The

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first phase of compliance is required by 2010 and the second phase by 2018. The CAMR replaces the utility Maximum Achievable Control Technology (MACT) requirements in their entirety, including the elimination of nickel emission control from oil-fired generating units. The mercury control rules previously developed by the Wisconsin Department of Natural Resources (DNR), which became effective in October 2004 for Wisconsin generating facilities, are superseded by the CAMR rules and must be revised to conform to federal requirements.

The final CAIR and CAMR rules were effective in May 2005 and each state must submit enforceable plans to the EPA for approval, which comply with the requirements of these rules, by September and November 2006, respectively. Alliant Energy will actively participate in the development of the state implementation plans. Although the federal rulemakings were anticipated, specific compliance plans cannot be completed until state implementation plans are finalized.

In March 2005, Alliant Energy submitted initial notifications to the EPA and Iowa DNR identifying specific fossil-fueled generating units less than 25 MW that potentially may require compliance with the Industrial Boiler MACT rule. At this time, the EPA has not provided a written response to Alliant Energy regarding the applicability of this rule.

Alliant Energy has completed a preliminary evaluation of CAIR and CAMR rulemakings which were assessed based upon the EPA model rule framework that states may adopt using multi-state cap and trade programs to meet the required emissions reductions in a flexible and cost-effective manner. The estimated capital expenditures associated with the first phase of compliance for CAIR and CAMR, and overall compliance with the Industrial Boiler MACT rule are anticipated to be $170 million to $210 million for IPL and $40 million to $50 million for WPL. Cost estimates for Resources’ generating facilities will be assessed upon clarification with regulatory agencies of rule applicability to non-regulated generation units. In addition, there are also recurring costs for operating and maintaining the emissions control equipment associated with these capital expenditures. Pending the states’ adoption of EPA rules, it is possible that emissions reduction requirements may be achieved through market-based trading of SO2, NOx and mercury emissions credits. Emissions credit markets may be used by IPL, WPL and Resources to achieve compliance, with the potential to increase (or decrease) operation and maintenance expenses associated with credit purchases (or sales). These costs will depend upon actual emissions levels resulting from generation during this period, performance of emissions control equipment and market prices for emissions credits. Alliant Energy expects additional capital investments for second phase compliance with CAIR and CAMR to be significant and material, but is not currently able to quantify such impacts due to regulatory and technological uncertainties.

Land and Solid Waste - In June 2005, IPL was served with a lawsuit filed by the EPA against 10 named defendants to recover costs incurred for investigation and remediation of the Missouri Electric Works, Inc. (MEW) site in Cape Girardeau, Missouri. IPL had previously been served a complaint in December 2000, filed by the MEW Site Trust Fund, the potentially responsible party group involved. The EPA has alleged $5.5 million of costs incurred to date. IPL believes that it is not liable for costs associated with the site because it did not arrange for the disposal of any waste materials at the site and intends to defend this lawsuit. Although IPL believes it has strong defenses, IPL is unable to predict the outcome at this time.

In October 2004, IPL received notification from the Iowa DNR regarding groundwater monitoring of four of its closed ash landfills and the need to evaluate potential offsite groundwater impacts at two of its closed landfills. The Iowa DNR approved IPL’s plans to evaluate offsite groundwater impacts at the two closed landfills, which plans were implemented beginning April 2005. In June 2005, work was completed at one of the closed landfills and work is pending at the other landfill after obtaining access agreements from neighboring property owners. Monitoring results will be used to determine if further measures are required and IPL is unable to predict the outcome at this time.

Alliant Energy expects to receive the appropriate rate recovery of any prudently incurred expenditures it may incur on these and other environmental initiatives within its domestic utility business.

Refer to Note 9(b) of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for further discussion of environmental matters.

OTHER MATTERS

Market Risk Sensitive Instruments and Positions - Alliant Energy’s primary market risk exposures are associated with interest rates, commodity prices, equity prices and currency exchange rates. Alliant Energy has risk management policies to monitor and assist in controlling these market risks and uses derivative instruments to manage some of the exposures. A summary of Alliant Energy’s market risks is included in Alliant Energy’s, IPL’s and WPL’s combined Form 10-K for the year ended Dec. 31, 2004 and such market risks have not changed materially from those reported in the 2004 Form 10-K, except as described below. Refer to Note 12 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for information on the sale of Kewaunee relating to its nuclear decommissioning trust funds.

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Currency Exchange Rate Risk - In April 2005, Alliant Energy successfully completed the sale of Cogenex, its energy services business, thereby eliminating the currency exchange rate risk associated with certain payables at a Canadian subsidiary of Cogenex. Refer to Note 7 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for information on the impact of changes in foreign currency exchange rates on the non-cash valuation charge recorded in the second quarter of 2005 related to Alliant Energy’s Brazil investments.

Accounting Pronouncements - In March 2005, the FASB issued FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations-an interpretation of FASB Statement No. 143” (FIN 47), which clarifies the term “conditional AROs,” as discussed in SFAS 143, and when an entity would have sufficient information to reasonably estimate the fair value of an ARO. Alliant Energy continues to evaluate the implications of FIN 47 and is required to adopt the guidance by Dec. 31, 2005. Refer to Note 14 of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for additional information on Alliant Energy’s current AROs.

In April 2005, the SEC announced the adoption of a new rule that amends the compliance dates for revised SFAS 123 guidance, “Share-Based Payment,” (SFAS 123(R)). The SEC’s new rule does not change the accounting required by SFAS 123(R), only the compliance dates of the standard. Alliant Energy is required to adopt SFAS 123(R) by Jan. 1, 2006 and does not anticipate the impacts will be material on its results of operations or financial condition given its limited use of stock options historically and its decision to discontinue using stock options entirely effective Jan. 1, 2005. Refer to Note 1(d) of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for additional information regarding historical pro forma impacts of stock options on net income.

Critical Accounting Policies - A summary of Alliant Energy’s critical accounting policies is included in Alliant Energy’s, IPL’s and WPL’s combined Form 10-K for the year ended Dec. 31, 2004 and such policies have not changed materially from the items reported in the 2004 10-K, except as described below. Refer to Notes 7 and 11 in Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for information relating to Alliant Energy’s Brazil and Mexico investments, and its China business, respectively.

MISO Wholesale Energy Market - On April 1, 2005, IPL and WPL began participation in the restructured wholesale energy market operated by MISO.  As participants, IPL and WPL offer their generation and bid their demand into the market on an hourly basis, resulting in net receipt from or net obligation to MISO for each hour of each day.  MISO aggregates these hourly transactions and provides updated settlement statements to market participants seven, 14, 55, and 105 days after each operating day.  MISO will also provide updated settlement statements at 155 days after each operating day for transactions occurring from April through July 2005.  At the end of each month, the amount due from or payable to MISO for the last seven days of the month are estimated, thus significant changes in the estimates and new information provided by MISO in subsequent settlement statements could have a material impact on Alliant Energy’s results of operations.  Refer to “Rates and Regulatory Matters” for further discussion of the MISO market.

Other Future Considerations - A summary of Alliant Energy’s, IPL’s and WPL’s other future considerations is included in the combined Form 10-K filed by Alliant Energy, IPL and WPL for the year ended Dec. 31, 2004 and such considerations have not changed materially from the items reported in the 2004 Form 10-K, except as described below. In addition to items discussed earlier in MDA, the following items could impact Alliant Energy’s future financial condition or results of operations:

Exchangeable Senior Notes - The interest deductions Alliant Energy has taken on its federal tax returns related to Resources’ exchangeable notes are currently under audit by the IRS. Alliant Energy believes these interest deductions comply with the Internal Revenue Code and, consequently, has not recorded any tax reserves. The IRS audit team, in conjunction with Alliant Energy, requested a Technical Advice Memorandum (TAM) from the Chief Counsel’s Office of the IRS. Alliant Energy received the TAM in July 2005, which states that the Chief Counsel’s Office is in agreement with the IRS audit team’s conclusions that the interest expense on the senior notes should be capitalized. The capitalization of interest could have a material impact on Alliant Energy’s results of operations and financial condition if Alliant Energy cannot generate sufficient capital gains prior to 2010 to offset the additional capital losses that may result because of the capitalized interest. Alliant Energy anticipates that it would need to be able to generate approximately $250 million of capital gains in excess of its currently projected capital gains of $190 million to eliminate the potential tax liability of approximately $100 million should the IRS position prevail. Alliant Energy is not able to predict the ultimate outcome of this matter and is vigorously pursuing numerous options that could mitigate a portion or all of the potential adverse impact. As a worst case scenario, including litigation and possible appeals, this issue may remain unresolved for six to eight years.

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Capital Loss Utilization -Alliant Energy periodically analyzes its ability to utilize tax capital losses. As of June 30, 2005, Alliant Energy estimated that it will be able to generate approximately $190 million of capital gains in the future to offset a portion of its current capital loss carryforwards and projected capital losses prior to their expiration. At June 30, 2005, Alliant Energy established valuation allowances of $31 million for the portion of these capital losses which management currently does not have a plan to utilize before their expiration. Approximately $27 million of this valuation allowance was originally recorded as a decrease to deferred tax assets with the offset included in “Accumulated other comprehensive loss” on Alliant Energy’s Condensed Consolidated Balance Sheet. If some, or all, of this portion of the valuation allowance is reversed in future periods due to a change in judgment about capital loss utilization, the amount would be recorded as a reduction of accumulated other comprehensive loss rather than an increase to income. In addition to the capital loss utilization risk identified previously related to the Exchangeable Senior Notes, if Alliant Energy is unable to generate the $190 million of capital gains currently anticipated prior to the expiration of its current capital loss carryforwards and projected capital losses, there could be a material adverse impact to its results of operations and financial condition. In addition, a change in management’s estimates and assumptions relating to the amounts and timing of capital gains and losses could have a material impact on Alliant Energy’s financial condition and results of operations during the period in which such change occurred.

Brazil - Alliant Energy continues to examine the operations and structure of its investments in Brazil to improve financial performance, particularly in regard to controlling costs and reduction of debt, and protect its shareholder interests. Alliant Energy has asserted its rights as a minority shareholder in Companhia Força e Luz Cataguazes-Leopoldina, S.A. (Cataguazes) in an attempt to control costs and reduce debt. Alliant Energy filed a request for arbitration with the International Chamber of Commerce’s International Court of Arbitration to resolve this ongoing dispute with its Brazilian partners. Cataguazes itself is also a party to the arbitration. An arbitral tribunal heard this dispute in the first quarter of 2005 and is expected to issue a final decision no later than Sep. 30, 2005. If the arbitral tribunal issues a final decision in favor of Alliant Energy, enforcement of that award would have to be sought in the Brazilian courts. Alliant Energy is not able to predict the ultimate outcome of this matter and cannot provide any assurance it would be able to obtain enforcement of any award.

Alliant Energy also filed a request for arbitration with the International Court of Arbitration to resolve a separate dispute with its Brazilian partners concerning the completion of the expansion of the Usina Termelétrica de Juiz de Fora S.A. (Juiz de Fora) natural gas-fired generating facility from a simple-cycle to a combined-cycle facility (Alliant Energy holds a 50% direct ownership interest in this facility). In the first quarter of 2005, the arbitral tribunal determined that Cat-Leo Energia S.A. (Cat-Leo), a subsidiary of Cataguazes, which also held a 50% direct ownership interest in the Juiz de Fora facility, improperly interfered with plans to complete the expansion. The award contemplated Alliant Energy receiving an amount in local currency equivalent to approximately US$26 million (based on foreign exchange rates at June 30, 2005) from its Brazilian partners in exchange for its 50% direct interest in Juiz de Fora (although Alliant Energy would still have an indirect interest through its minority shareholder ownership in Cataguazes and an unsecured loan receivable). Cat-Leo unsuccessfully challenged the award and the arbitral tribunal confirmed the award in favor of Alliant Energy in April 2005. Cataguazes has since transferred its interest in the Juiz de Fora facility to Cat-Leo Construcoes, Industria e Servicos de Energia S.A (Cat-Leo Servicos). Because enforcement of the award through the appropriate Brazilian court could have required a significant amount of time, uncertainty and cost to process and complete, Alliant Energy entered into a structured settlement agreement of this arbitration award with Cat-Leo Servicos in April 2005. The settlement is structured to pay Alliant Energy an amount in local currency equivalent of approximately US$23 million (based on foreign exchange rates at June 30, 2005) as follows: (i) upon signing of the settlement agreement, Alliant Energy received approximately US$12 million as a non-refundable deposit for the sale to Cat-Leo Servicos of its 50% direct interest in Juiz de Fora; and (ii) approximately US$11 million is payable after May 15, 2005 and concurrent with the closing of the purchase and sale agreement for Alliant Energy’s 50% direct interest in Juiz de Fora. If a sale of Alliant Energy’s 50% direct interest is not consummated by April 1, 2006, Cat-Leo Servicos is not required to purchase Alliant Energy’s interest. In the event of cancellation of the purchase and sale agreement, Alliant Energy will be entitled to retain its 50% direct interest in Juiz de Fora, the US$12 million non-refundable deposit and an unsecured loan receivable. Alliant Energy cannot provide any assurance that it will be able to complete the sale of its 50% direct interest in Juiz de Fora. The unsecured loan receivable was not a matter of issue in the Juiz de Fora arbitration, or in the settlement reached with Cat-Leo Servicos.

A significant arbitration award against Cataguazes, or any enforcement action by Alliant Energy related to such an arbitration award in which Cataguazes refuses to comply with a court order, could trigger default and/or cross-default provisions of the debt instruments in Brazil held by the operating entities owning the facilities - entities in which Alliant Energy has significant unconsolidated interests - unless the debtor company obtains appropriate waivers or consents from the applicable lenders. If such waivers, consents or similar relief could not be obtained from the lenders and the underlying debt was accelerated, then it would have a material adverse effect on the liquidity and creditworthiness of these debtor entities. Given these complexities, Alliant Energy will evaluate all available alternatives and will pursue the course(s) of action that will best protect its interests and maximize its potential recoveries of its investments in these entities.

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Cataguazes and its subsidiaries also have certain debt instruments maturing in 2005. While Alliant Energy expects Cataguazes and its subsidiaries will be able to refinance and/or retire such debt, Alliant Energy cannot provide any assurance that it will be able to do so. If Cataguazes and its subsidiaries are not able to refinance or retire such debt instruments, Alliant Energy could incur material charges related to its investments in Brazil. In April 2005, Cataguazes announced the completion of the sale of six hydroelectric plants and used a portion of the proceeds from the sale to retire debt at Cataguazes. Cataguazes has also recently closed on an investment fund that is backed by accounts receivable and used the proceeds to retire debt, and lower the cost and extend maturities of debt.

Alliant Energy has been and continues to explore with various parties, including its existing Brazilian partners, all of the options available to it concerning its investments in Brazil and has retained a financial advisor to assist it in evaluating these options. Among others, these options include the potential to repair Alliant Energy’s relationship with its partners, restructure the relationship and/or exit this market. Experience demonstrates that accomplishment of any of the considered options will take time. Consequently, Alliant Energy is unable to provide any assurance that one or more of the options under review will occur, or that implementation of any one or more of the options will not result in Alliant Energy incurring additional material charges relating to its investments in Brazil as it cannot currently predict the ultimate outcome of these reviews and discussions. Refer to Note 7(a) of Alliant Energy’s “Notes to Condensed Consolidated Financial Statements” for additional information.

China and Mexico - In July 2005, Alliant Energy announced its intention to divest its investments in China and Mexico as a result of its evaluation of strategic alternatives for these investments.  At June 30, 2005, the carrying value of Alliant Energy’s investments in China and Mexico were approximately $100 million and $85 million, respectively. Alliant Energy expects to complete the divestiture of its China investments no later than June 2006 and the divestiture of its Mexico investment by the end of 2006.  Alliant Energy is unable to provide assurance that these divestitures will occur in a timely fashion or for anticipated proceeds, or that Alliant Energy will not incur additional material charges relating to these investments prior to, or as a result of, these anticipated divestitures.

Synfuel - A continued rise in oil prices from current levels could result in a reduction or elimination of the Section 29 tax credits expected for 2005 to 2007 related to Alliant Energy’s synthetic fuel investment. A phase out or elimination of the Section 29 tax credits would have an impact on future tax credits but no impact on the tax credits resulting from prior production of synthetic fuel. Alliant Energy continues to closely monitor and assess this issue, including evaluating alternatives to potentially protect the ongoing economic benefits of its synthetic fuel investment, and cannot predict the ultimate outcome. Based on the average prices through June 30, 2005, a 22% increase in the price of oil from the June 30, 2005 price would have to occur and be sustained through the remainder of the year for the phase out to begin impacting the 2005 credits.

Domestic Utility Generating Facilities Outages - In February 2005, Kewaunee was removed from service after a potential design weakness was identified in a backup cooling system. Plant engineering staff identified the concern and the unit was shutdown in accordance with the plant license. Modifications were made to resolve the issue and other issues that arose during the inspection and Kewaunee returned to service in early July 2005. Refer to “Rates and Regulatory Matters” for further discussion of the recovery of incremental costs related to the outage.

In February 2005, Alliant Energy announced that the Ottumwa Generating Station was off-line due to a direct short in a 161-kilovolt step-up transformer.  A replacement transformer was acquired to resolve this issue and the plant returned to service in early May 2005. The outage did not have a significant impact on IPL’s financial condition or results of operations given the amount and regulatory treatment of the outage-related costs incurred.

Domestic Coal Delivery Disruptions - In May 2005, Burlington Northern Santa Fe (BNSF) and Union Pacific railroad train derailments in Wyoming caused damage to heavily-used joint railroad lines that supply coal to numerous generating facilities in the U.S., including facilities owned by IPL and WPL. These railroads invoked their force majeure rights under coal delivery contracts serving IPL and WPL following the derailments. BNSF discontinued its force majeure effective June 3, 2005; however, force majeure continues for Union Pacific. The damaged railroad lines limit coal deliveries from the Powder River Basin to certain generating facilities owned by IPL and WPL. While repair of the damaged lines is underway, it may not be completed until the spring of 2006 and coal shipment operations may not return to normal levels until such time. While coal deliveries have been improving, IPL and WPL continue to closely monitor the situation and have been analyzing the potential magnitude, likelihood and effects of reduced coal deliveries and inventory levels. IPL and WPL continue to take proactive fuel management actions to conserve coal by reducing coal-fired generation during weekday off-peak hours and weekends and when replacement costs are more economical. These actions result in increased energy production and purchase costs for the system. Refer to “Rates and Regulatory Matters” for additional information.

55

Depreciation Study - In July 2005, IPL completed a depreciation study related to its utility plant in service. Based on the results of this study, IPL expects its future annual depreciation expense could decrease as much as $20 million compared to prior annual depreciation expense amounts. This depreciation study will be considered in IPL’s future rate proceedings in Iowa and Minnesota. Due to uncertainties such as when and to what extent the new depreciation estimates from the study will be reflected in its rates, IPL is unable to determine whether the impacts of any anticipated decrease in future annual depreciation expense resulting from this study will result in a material impact on its financial condition or results of operations.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosures About Market Risk are reported in “Other Matters - Market Risk Sensitive Instruments and Positions” in MDA.

ITEM 4.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures - Alliant Energy’s, IPL’s and WPL’s management evaluated, with the participation of each of Alliant Energy’s, IPL’s and WPL’s Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Disclosure Committee, the effectiveness of the design and operation of Alliant Energy’s, IPL’s and WPL’s disclosure controls and procedures as of the end of the quarter ended June 30, 2005 pursuant to the requirements of the Securities Exchange Act of 1934, as amended. Based on their evaluation, the CEO and the CFO concluded that Alliant Energy’s, IPL’s and WPL’s disclosure controls and procedures were effective as of the end of the quarter ended June 30, 2005.

Changes in Internal Control Over Financial Reporting - During the quarter ended June 30, 2005, the MISO Day 2 bid-based energy market became effective, which impacted IPL’s and WPL’s regulated electric generation and purchased power which represent significant components of Alliant Energy’s, IPL’s and WPL’s results of operations. In connection with the implementation of MISO Day 2, Alliant Energy, IPL and WPL have implemented a new software system and modified existing processes to facilitate participation in, and validate settlements resulting from, the MISO market. This new software system was not implemented in response to any deficiency in internal control over financial reporting. Refer to “Rates and Regulatory Matters” and “Other Matters - Critical Accounting Policies - MISO Wholesale Energy Market” in MDA for further discussion of MISO.

Other than the MISO-related changes previously discussed, there was no change in Alliant Energy’s, IPL’s and WPL’s internal control over financial reporting that occurred during the quarter ended June 30, 2005 that has materially affected, or is reasonably likely to materially affect, Alliant Energy’s, IPL’s or WPL’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

Alliant Energy - Alliant Energy, through its subsidiary Alliant Energy Holdings Do Brasil Limitada, filed a request for arbitration with the International Court of Arbitration against its Brazilian partners in Cataguazes and against Cataguazes. The partners named in the request for arbitration are Itacatu S.A. and Gipar S.A. The nature of the dispute is an alleged violation by the partners of a shareholders agreement to which all parties are bound. The arbitration seeks equitable relief and damages. For further information, refer to “Other Matters - Other Future Considerations - Brazil” in MDA.

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ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

A summary of Alliant Energy common stock repurchases for the quarter ended June 30, 2005 was as follows:

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plan	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan (1)
April 1 to April 30	501	$26.69	--	N/A
May 1 to May 31	2,446	26.95	--	N/A
June 1 to June 30	480	27.69	--	N/A
Total	3,427	27.01	--	N/A

(1) Represents shares of Alliant Energy common stock purchased on the open market and held in a grantor trust under the Alliant Energy Key Employee Deferred Compensation Plan (KEDCP). There is no limit on the number of shares of Alliant Energy common stock that may be held under the KEDCP, which currently does not have an expiration date.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ALLIANT ENERGY - At Alliant Energy’s annual meeting of shareowners held on May 19, 2005, the following individuals were elected as directors of Alliant Energy:

Name of Nominee	Votes For	Votes Withheld	Year in Which Term Expires
William D. Harvey	96,679,788	2,936,632	2008
Singleton B. McAllister	96,062,057	3,554,363	2008
Anthony R. Weiler	96,612,457	3,003,963	2008

The following are the other directors of Alliant Energy whose terms of office continued after the 2005 annual meeting: Erroll B. Davis, Jr., Ann K. Newhall, and Robert W. Schlutz, with terms expiring in 2006; and Michael L. Bennett, David A. Perdue, and Judith D. Pyle, with terms expiring in 2007. Effective as of the date of the annual meeting, Katharine C. Lyall retired.

IPL - At IPL’s annual meeting of shareowners held on June 1, 2005, William D. Harvey, Singleton B. McAllister, and Anthony R. Weiler were elected as directors of IPL for terms expiring in 2008. Alliant Energy voted all of the outstanding shares of common stock of IPL (consisting of 13,370,788 shares) in favor of the election of these individuals. The following are the other directors of IPL whose terms of office continued after the 2005 annual meeting: Erroll B. Davis, Jr., Ann K. Newhall, and Robert W. Schlutz, with terms expiring in 2006; and Michael L. Bennett, David A. Perdue, and Judith D. Pyle, with terms expiring in 2007. Effective as of the date of the annual meeting, Katharine C. Lyall retired.

WPL - At WPL’s annual meeting of shareowners held on May 25, 2005, the following individuals were elected as directors of WPL:

Name of Nominee	Votes For	Votes Withheld	Year in Which Term Expires
William D. Harvey	13,606,895	2,577	2008
Singleton B. McAllister	13,606,706	2,766	2008
Anthony R. Weiler	13,606,401	3,071	2008

The following are the other directors of WPL whose terms of office continued after the 2005 annual meeting: Erroll B. Davis, Jr., Ann K. Newhall, and Robert W. Schlutz, with terms expiring in 2006; and Michael L. Bennett, David A. Perdue, and Judith D. Pyle, with terms expiring in 2007. Effective as of the date of the annual meeting, Katharine C. Lyall retired.

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ITEM 5.   OTHER INFORMATION

In lieu of filing a Form 8-K under Items 1.01 and 2.03, Alliant Energy, IPL and WPL are providing the following disclosure:

On Aug. 3, 2005, each of Alliant Energy, IPL and WPL entered into amended and restated five-year credit agreements with the banks that are lenders under the credit agreements. The credit agreements replaced Alliant Energy’s, IPL’s and WPL’s existing five-year credit agreements entered into in July 2004. The credit agreements provide for revolving credit facilities that mature in August 2010, which may be extended for two one-year periods with consent of a majority of the lenders. The maximum amount of availability under each credit agreement is $100 million for Alliant Energy (at the parent company level, which may be increased to up to $200 million upon satisfaction of certain conditions), $300 million for IPL and $250 million for WPL, which is available to support commercial paper and/or direct borrowings.

The credit agreements contain various restrictive covenants, including a requirement that Alliant Energy, IPL and WPL maintain debt-to-capital ratios of less than 65%, 58% and 58%, respectively. The debt component of the capital ratios includes long- and short-term debt (excluding non-recourse debt and trade payables), capital lease obligations, letters of credit and guarantees of the foregoing and unfunded vested benefits under qualified pension plans. The equity component excludes accumulated other comprehensive income (loss).

The credit agreements contain negative pledge provisions, which generally prohibit placing liens on any of the property of Alliant Energy or its subsidiaries with certain exceptions, including among others, for the issuance of secured debt under first mortgage bond indentures by IPL and WPL, non-recourse project financing, purchase money liens and liens on the ownership interests in or assets of foreign subsidiaries to secure not more than $300 million aggregate principal amount of foreign debt.

The credit agreements contain provisions that require, during their term, any proceeds from asset sales, with certain exclusions, in excess of 20% of Alliant Energy’s, IPL’s and WPL’s respective consolidated assets be used to reduce commitments under their respective facilities. Exclusions include, among others, certain sale and lease-back transactions, and any potential sales of Alliant Energy’s nuclear, transmission or non-regulated assets.

The credit agreements contain customary events of default. In addition, Alliant Energy’s credit agreement contains a cross default provision if a domestic majority-owned subsidiary of Alliant Energy defaults on debt totaling $50 million or more. A default by a minority owned affiliate or a foreign subsidiary would not create a cross default. A default by Alliant Energy or Resources would not be a cross default for IPL or WPL, nor would a default by either of IPL or WPL create a cross default for the other. If an event of default under the credit agreements occurs and is continuing, then the lenders may declare any outstanding obligations under the credit agreements immediately due and payable. In addition, if any order for relief is entered under bankruptcy laws with respect to Alliant Energy, IPL or WPL, then any outstanding obligations under the respective credit agreements will be immediately due and payable.

The description of the credit agreements set forth above are qualified by reference to the credit agreements filed herewith as Exhibits 4.4, 4.5 and 4.6, which are incorporated by reference herein.

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ITEM 6.   EXHIBITS

The following Exhibits are filed herewith.

4.1	Indenture supplemental dated June 9, 2005 to the Indenture of Mortgage and Deed of Trust, dated as of Sep. 1, 1993, between IPL and J.P. Morgan Trust Company, N.A., as Trustee
4.2	Indenture supplemental dated June 9, 2005 to the Indenture of Mortgage and Deed of Trust, dated as of Aug. 1, 1940, between IPL and J.P. Morgan Trust Company, N.A., as Trustee
4.3	Officer’s Certificate, dated as of July 18, 2005, creating IPL’s 5.50% Senior Debentures due July 15, 2025 (incorporated by reference to Exhibit 4 to IPL’s Form 8-K, dated July 18, 2005 (File No. 0-4117-1))
4.4	Amended and restated Five-Year Credit Agreement, dated Aug. 3, 2005, among Alliant Energy and the Banks set forth therein
4.5	Amended and restated Five-Year Credit Agreement, dated Aug. 3, 2005, among WPL and the Banks set forth therein
4.6	Amended and restated Five-Year Credit Agreement, dated Aug. 3, 2005, among IPL and the Banks set forth therein
31.1	Certification of the President and CEO for Alliant Energy
31.2	Certification of the Senior Executive Vice President and CFO for Alliant Energy
31.3	Certification of the CEO for IPL
31.4	Certification of the CFO for IPL
31.5	Certification of the CEO for WPL
31.6	Certification of the CFO for WPL
32.1	Written Statement of the CEO and CFO Pursuant to 18 U.S.C.§1350 for Alliant Energy
32.2	Written Statement of the CEO and CFO Pursuant to 18 U.S.C.§1350 for IPL
32.3	Written Statement of the CEO and CFO Pursuant to 18 U.S.C.§1350 for WPL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Alliant Energy Corporation, Interstate Power and Light Company and Wisconsin Power and Light Company have each duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on the 5th day of August 2005.

ALLIANT ENERGY CORPORATION

Registrant

By: /s/ John E. Kratchmer	Vice President-Controller and Chief Accounting Officer
John E. Kratchmer		(Principal Accounting Officer and Authorized Signatory)

INTERSTATE POWER AND LIGHT COMPANY

Registrant

By: /s/ John E. Kratchmer	Vice President-Controller and Chief Accounting Officer
John E. Kratchmer		(Principal Accounting Officer and Authorized Signatory)

WISCONSIN POWER AND LIGHT COMPANY

Registrant

By: /s/ John E. Kratchmer	Vice President-Controller and Chief Accounting Officer
John E. Kratchmer		(Principal Accounting Officer and Authorized Signatory)

59

EX-4

Exhibit 4.1

_____________________________________________________________________________________

_____________________________________________________________________________________

INTERSTATE POWER AND LIGHT COMPANY

(formerly known as IES Utilities Inc.,

formerly known as Iowa Electric Light and Power Company)

TO

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

as Successor Trustee

__________________________

Sixth Supplemental Indenture

Dated as of June 9, 2005

__________________________

TO

INDENTURE OF MORTGAGE and DEED OF TRUST

Dated as of September 1, 1993

_____________________________________________________________________________________

SIXTH SUPPLEMENTAL INDENTURE, dated as of June 9, 2005 (the “Sixth Supplemental Indenture”), made by and between INTERSTATE POWER AND LIGHT COMPANY (formerly known as IES Utilities Inc., formerly known as Iowa Electric Light and Power Company), a corporation organized and existing under the laws of the State of Iowa (the “Company”), and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Trustee”), as Trustee under the Indenture of Mortgage and Deed of Trust dated as of September 1, 1993, hereinafter mentioned.

WHEREAS, the Company has heretofore executed and delivered its Indenture of Mortgage and Deed of Trust dated as of September 1, 1993, to the Trustee, for the security of the securities of the Company to be issued thereunder (the “Collateral Trust Bonds” or “Bonds”), and the said Indenture has been supplemented by five supplemental indentures, dated as of October 1, 1993, November 1, 1993, March 1, 1995, September 1, 1996 and April 1, 1997, which Indenture as so supplemented and to be hereby supplemented is hereinafter referred to as the “Indenture” and

WHEREAS, the Company desires to create a series of Collateral Trust Bonds to be issued under the Indenture, to be known as Collateral Trust Bonds, Variable/Fixed Rate Series Due 2014 (the “Collateral Trust Bonds Series 2014”); and

WHEREAS, the Company, in the exercise of the powers and authority conferred upon and reserved to it under the provisions of the Indenture, has duly resolved and determined to make, execute and deliver to the Trustee a Sixth Supplemental Indenture in the form hereof for the purposes herein provided; and

WHEREAS, pursuant to Section 1401 of the Indenture, the Company may from time to time execute one or more supplemental indentures in order to better assure, convey and confirm unto the Trustee any property subject to the Lien of the Indenture; and

WHEREAS, the sole certificate representing the entire aggregate principal amount of the Collateral Trust Bonds Series 2014 is to be issued to Financial Guaranty Insurance Company (“Guarantor”), and is to be owned and held by Guarantor as Collateral in accordance with the terms of the Insurance Agreement (the “Insurance Agreement”), between the Company and Guarantor, dated as of June 9, 2005.

WHEREAS, all conditions and requirements necessary to make this Sixth Supplemental Indenture a valid, binding and legal instrument have been done, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

THAT INTERSTATE POWER AND LIGHT COMPANY, in consideration of the acceptance and ownership from time to time of the Bonds created in the Sixth Supplemental Indenture and the service by the Trustee, and its successors, under the Indenture and of One Dollar to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, hereby covenants and agrees to and with the Trustee and its successors in the trust under the Indenture, for the benefit of those who shall hold the Bonds as follows:

ARTICLE I

DESCRIPTION OF COLLATERAL TRUST BONDS SERIES 2014

SECTION 1.   The Company hereby creates a new series of Bonds to be known as “Collateral Trust Bonds, Variable/Fixed Rate Series Due 2014.” The Collateral Trust Bonds Series 2014 shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, all of the terms, conditions and covenants of the Indenture, as supplemented and modified.

The Collateral Trust Bonds Series 2014 shall be issued and delivered to the Guarantor under the Insurance Agreement as security for obligations of the Company to make payments to the

Guarantor under certain circumstances relating to a series of Iowa Finance Authority Pollution Control Facility Revenue Refunding Bonds (Interstate Power and Light Company Project) Series 2005 (“Pollution Control Bonds”). As provided in the Insurance Agreement, the Collateral Trust Bonds Series 2014 will be registered in the name of the Guarantor, subject to the provisions of the Insurance Agreement, for the benefit of the Guarantor under the Insurance Agreement, and the Company shall have no interest therein. The Collateral Trust Bonds Series 2014 will not be transferable except to a successor guarantor under the Insurance Agreement.

All Collateral Trust Bonds Series 2014 shall mature on July 1, 2014, and interest on the Collateral Trust Bonds Series 2014 shall be payable at the rates and on the dates applicable to the Pollution Control Bonds as determined in accordance with the indenture governing the Pollution Control Bonds.

Any payment or deemed payment of the principal of or interest, if any, on the Pollution Control Bonds (other than any payment resulting from a payment by the Guarantor under Policy (as defined in the Insurance Agreement) that is not subsequently reimbursed to the Guarantor by the Company pursuant to Section 2.01 of the Insurance Agreement) shall, to the extent thereof, be deemed a payment satisfying and discharging the obligation of the Company, if any, to make a payment of principal of or interest, if any, on such Collateral Trust Bonds Series 2014, as the case may be, which is then due.

SECTION 2.   The Collateral Trust Bonds Series 2014 shall be issued only as a registered Bond without coupons of the denomination of the full face amount of the Collateral Trust Bonds Series 2014 outstanding.

SECTION 3.   The Collateral Trust Bonds Series 2014 and the Trustee’s Certificate of Authentication shall be substantially in the following forms respectively:

2

[FORM OF BOND]

                             This Collateral Trust Bond is not transferable except transfers in whole, but not in part, to a successor guarantor under the Insurance Agreement, dated as of June 9, 2005, between Interstate Power and Light Company and Financial Guaranty Insurance Company.

INTERSTATE POWER AND LIGHT COMPANY

COLLATERAL TRUST BONDS, VARIABLE/FIXED RATE SERIES DUE 2014

No. ________ $_________

INTERSTATE POWER AND LIGHT COMPANY, a corporation organized and existing under the laws of the State of Iowa (the “Company,” which term shall include any successor corporation as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________, or its registered assigns, the sum of _____________ ($_______) dollars on the 1st day of July, 2014, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts, and to pay interest thereon in like coin or currency at the rates and on the dates applicable to the Pollution Control Bonds as determined in accordance with the indenture governing the Pollution Control Bonds (as defined in the Sixth Supplemental Indenture thereto dated as of June 9, 2005 (the “Sixth Supplemental Indenture”) between the Company and the Trustee), until the Company’s obligation with respect to the payment of such principal shall be discharged as provided in the Indenture hereinafter mentioned. The interest so payable on any day referenced above will, subject to certain exceptions provided in the Sixth Supplemental Indenture be paid to the person in whose name this Collateral Trust Bond is registered at the close of business on the day immediately prior to each applicable interest payment date. Both principal of, and interest on, this Collateral Trust Bond are payable at the agency of the Company in the City of Chicago, Illinois, or, at the option of the holder, at the agency of the Company in the City of New York.

This Collateral Trust Bond shall not be entitled to any benefit under the Indenture or any indenture supplemental thereto, or become valid or obligatory for any purpose, until the form of certificate endorsed hereon shall have been signed by or on behalf of J.P. Morgan Trust Company, National Association, the successor Trustee under the Indenture, or a successor Trustee thereto under the Indenture, or by an authenticating agent duly appointed by the Trustee in accordance with the terms of the Indenture.

This Collateral Trust Bond is one of a duly authorized issue of Collateral Trust Bonds of the Company in an aggregate principal amount of up to $38,385,000 of the series hereinafter specified, all issued and to be issued under and equally secured by an Indenture of Mortgage and Deed of Trust dated as of September 1, 1993, executed by the Company to J.P. Morgan Trust Company, as successor Trustee (the “Trustee”), as supplemented by six supplemental indentures, (including the Sixth Supplemental Indenture), each executed by the Company to said Trustee (said Indenture, as so supplemented, being herein sometimes referred to as the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the properties mortgaged and pledged, the nature and extent of the security, the rights of registered owners of the Collateral Trust Bonds and of the Trustee in respect thereof, and the terms and conditions upon which the Collateral Trust Bonds are, and are to be, secured. The Collateral Trust Bonds may be issued in series, for various principal sums, may mature at different times, may bear interest at different rates and may otherwise vary as provided in the Indenture. This Collateral Trust Bond is one of a series designated as the “Collateral Trust Bonds, Variable/Fixed Rate Series Due 2014” (the “Collateral Trust Bonds Series 2014”) of the Company, in an aggregate

3

principal amount of up to $38,385,000 issued under and secured by the Indenture and described in the Sixth Supplemental Indenture.

Any payment or deemed payment by the Company of the principal of or interest, if any, on the Pollution Control Bonds (as defined in the Sixth Supplemental Indenture) (other than any payment resulting from a payment by the Guarantor under the Policy (as defined in the Sixth Supplemental Indenture) that is not subsequently reimbursed to the Guarantor (as defined in the Sixth Supplemental Indenture) by the Company pursuant to Section 2.01 of the Insurance Agreement (as defined in the Sixth Supplemental Indenture)) shall, to the extent thereof, be deemed to satisfy and discharge the obligation of the Company, if any, to make a payment of principal of or interest, if any, on this Collateral Trust Bond which is then due.

Any redemption, in whole or in part, of the Pollution Control Bonds shall be deemed a redemption of a like aggregate principal amount of Collateral Trust Bonds Series 2014, consistent with the provisions of the immediately prior paragraph hereof.

In case an Event of Default, as defined in the Indenture, shall occur, the principal of all the Collateral Trust Bonds Series 2014 at any such time outstanding under the Indenture may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration may be rescinded under certain circumstances.

No reference herein to the Indenture and no provision of this Collateral Trust Bond or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal and interest on this Collateral Trust Bond at the times, place and rate, in the coin or currency, and in the manner, herein prescribed.

To the extent permitted herein, this Collateral Trust Bond may be exchanged or transferred without expense to the registered owner hereof except that any taxes or other governmental charges that may be imposed in connection with such transfer or exchange shall be paid by the registered owner requesting such transfer or exchange as a condition precedent to the exercise of such privilege.

Prior to due presentment of this Collateral Trust Bond for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Collateral Trust Bond is registered as the absolute owner hereof for all purposes, whether or not this Collateral Trust Bond be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

As provided in the Indenture, no recourse shall be had for the payment of the principal of or premium, if any, or interest on any Collateral Trust Bonds or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement under the Indenture, against, and no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, as such, past, present or future of the Company or of any predecessor or successor corporation (either directly or through the Company or a predecessor or successor corporation), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that the Indenture and all the Collateral Trust Bonds are solely corporate obligations and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of the Indenture and the issuance of the Collateral Trust Bonds.

4

IN WITNESS WHEREOF, INTERSTATE POWER AND LIGHT COMPANY has caused this Collateral Trust Bond to be signed (manually or by facsimile signature) in its name by an Authorized Executive Officer, as defined in the Indenture, and its corporate seal (or a facsimile thereof) to be hereto affixed and attested (manually or by facsimile signature) by an Authorized Executive Officer, as defined in the Indenture.

Dated _________________________________	INTERSTATE POWER AND LIGHT
	COMPANY
	By _____________________________________
	Authorized Executive Officer
ATTEST:
_______________________________________
Authorized Executive Officer

[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]

This is one of the Collateral Trust Bonds of the series designated therein referred to in the within-mentioned Indenture and Sixth Supplemental Indenture dated as of June 9, 2005.

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as successor Trustee

By ________________________________________

Authorized Officer

[END OF BOND FORM]

5

ARTICLE II

ISSUE OF COLLATERAL TRUST BONDS

SECTION 1.   Pursuant to the terms of Section 401 of the Indenture, the Company hereby exercises the right to obtain the authentication of $38,385,000 principal amount of Collateral Trust Bonds Series 2014.

SECTION 2.    Such Collateral Trust Bonds Series 2014 may be authenticated and delivered prior to the filing for recordation of this Sixth Supplemental Indenture.

ARTICLE III

REDEMPTION

Any redemption, in whole or in part, of the Pollution Control Bonds shall be deemed a redemption of a like aggregate principal amount of Collateral Trust Bonds Series 2014, consistent with the provisions of the fourth paragraph of Article I, Section 1 hereof.

ARTICLE IV

SATISFACTION AND DISCHARGE UPON RELEASE DATE

As provided in Section 3.04(b) of the Insurance Agreement, from and after the Release Date (as defined in the Insurance Agreement), the obligations of the Company with respect to the Collateral Trust Bonds Series 2014 shall be deemed to be satisfied and discharged, the Collateral Trust Bonds Series 2014 shall cease to secure in any manner the Company’s obligations under the Insurance Agreement with respect to the payment of any Pollution Control Bonds outstanding, and pursuant to Section 3.04(b) of the Insurance Agreement, the holder of the Collateral Trust Bonds Series 2014 shall forthwith deliver the Collateral Trust Bonds Series 2014 to the Company for cancellation.

ARTICLE V

THE TRUSTEE

The Trustee hereby accepts the trusts hereby declared and provided, and agrees to perform the same upon the terms and conditions in the Indenture set forth and upon the following terms and conditions:

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixth Supplemental Indenture or the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general, each and every term and condition contained in Article Eleven of the Indenture shall apply to this Supplemental Indenture with the same force and effect as if the same were herein set forth in full, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Sixth Supplemental Indenture.

6

ARTICLE VI

NOTICE TO INITIAL HOLDER

The Trustee shall promptly notify Financial Guaranty Insurance Company, the initial holder of the Collateral Trust Bonds Series 2014, of any notice that the Trustee receives from the trustee under the 1940 Indenture of Mortgage and Deed of Trust, dated as of August 1, 1940 between the Company and J.P. Morgan Trust Company, National Association, successor trustee (the “1940 Mortgage”) and of any proposed amendment to the 1940 Mortgage. Any such notice shall be delivered by registered mail, overnight delivery service or facsimile to such initial holder at the following address:

Financial Guaranty Insurance Company

125 Park Avenue

New York, New York 10017

Fax No.: 212-312-3093

Attention:Manager, Global Utilities

ARTICLE VII

MISCELLANEOUS PROVISIONS

This Sixth Supplemental Indenture may be simultaneously executed in any number of counterparts, each of which when so executed shall be deemed to be an original; but such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

INTERSTATE POWER AND LIGHT COMPANY

By: ____________________________________________

Name: Thomas L. Hanson

Title: Vice President and Treasurer

ATTEST:

________________________________

Name: Enrique Bacalao

Title: Assistant Treasurer

7

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By: _________________________________________

Name: ___________________________________

Title: ____________________________________

ATTEST:

__________________________________

Name: ____________________________

Title: _____________________________

STATE OF WISCONSIN	)
	) ss:
COUNTY OF DANE	)

                            On the ____ day of June, 2005, before me personally came Thomas L. Hanson, to me known, who, being by me duly sworn, did depose and say that he is the Vice President and Treasurer of Interstate Power and Light Company, the corporation described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority, acknowledging the instrument to be the free act and deed of said corporation.

__________________________________________

Notary Public

[Notarial Seal]

STATE OF ILLINOIS	)
	) ss:
COUNTY OF COOK	)

On the ____ day of _________, 2005, before me personally came ________________ to me known, who, being by me duly sworn, did depose and say that he is a _____________________ of J.P. Morgan Trust, National Association, the national banking association described in and which executed the foregoing instrument; that he knows the seal of said national banking association; that the seal affixed to said instrument is the seal of said national banking association; that it was so affixed by authority of the Board of Directors of said national banking association, and that he signed his name thereto by like authority, acknowledging the instrument to be the free act and deed of said national banking association.

__________________________________________

Notary Public

[Notarial Seal]

8

EX-4

Exhibit 4.2

_____________________________________________________________________________________

_____________________________________________________________________________________

INTERSTATE POWER AND LIGHT COMPANY

(formerly known as IES Utilities Inc.,

formerly known as Iowa Electric Light and Power Company)

TO

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

Successor Trustee

__________________________

Sixty-fourth Supplemental

Indenture

Dated as of June 9, 2005

__________________________

SUPPLEMENTAL TO

INDENTURE OF MORTGAGE AND DEED OF TRUST

DATED AS OF AUGUST 1, 1940

_____________________________________________________________________________________

THIS SIXTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of June 9, 2005, between INTERSTATE POWER AND LIGHT COMPANY (formerly known as IES Utilities Inc., formerly known as Iowa Electric Light and Power Company), a corporation organized and existing under the laws of the State of Iowa (hereinafter called the “Company”), and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as successor Trustee, a national banking association organized and existing under the laws of the United States of America.

W I T N E S S E T H:

WHEREAS, the Company has heretofore executed and delivered its Indenture of Mortgage and Deed of Trust, dated as of August 1, 1940 (hereinafter called the “Original Indenture”), to the Trustee to secure the first mortgage bonds (herein sometimes referred to as “first mortgage bonds”) of the Company, issuable in series; and

WHEREAS, the Company thereafter executed and delivered certain Supplemental Indentures, First through Sixty-third, inclusive, for the various purposes of creating additional series of first mortgage bonds, conveying and confirming unto the Trustee certain additional property, correcting the description of a certain parcel of land as set forth in the Original Indenture and amending the Original Indenture in certain respects (the Original Indenture and the above referred to Supplemental Indentures together with this Sixty-fourth Supplemental Indenture being herein sometimes collectively referred to as the “Indenture”); and

WHEREAS, there have been issued and are now outstanding under the Indenture the following described first mortgage bonds:

First Mortgage Bonds	Principal Amount
Collateral Series A due 2008	$50,000,000
Collateral Series B due 2023	$50,000,000
Collateral Series D due 2006	$60,000,000
Collateral Series E due 2007	$55,000,000

WHEREAS, the Original Indenture in Section 158 provides that the Company, when authorized by resolution of the Board, and the Trustee, may at any time, subject to the restrictions in the Original Indenture contained, enter into such an indenture supplemental to the Original Indenture as may or shall be by them deemed necessary or desirable for the purpose of creating any new series of first mortgage bonds or of adding to the covenants and agreements of the Company in the Original Indenture contained, other covenants and agreements thereafter to be observed by the Company and for any other purpose not inconsistent with the terms of the Original Indenture and which shall not impair the security of the same; and

WHEREAS, the Company desires to execute and deliver this Sixty-fourth Supplemental Indenture, in accordance with the provisions of the Original Indenture, for the purpose of providing for the creation of a new series of first mortgage bonds to be designated “First Mortgage Bonds, Collateral Series F, Due 2014” (hereinafter called the “Bonds of Series F” or the “Bonds”), and for the purpose of adding to the covenants and agreements of the Company in the Original Indenture contained, other covenants and agreements hereafter to be observed by the Company;

WHEREAS, the Bonds are to be issued to J.P. Morgan Trust Company, National Association, as successor Trustee (the “New Mortgage Trustee”) under the Company’s Indenture of Mortgage and Deed of Trust dated as of September 1, 1993 (the “New Mortgage”), including the Sixth Supplemental Indenture thereto, dated June 9, 2005 (the “Sixth Supplemental Indenture”), and are to be owned and held by the New Mortgage Trustee as “Class ‘A’ Bonds” (as defined in the New Mortgage) in accordance with the terms of the New Mortgage; and

WHEREAS, all acts and proceedings required by law and by the Articles of Incorporation of the Company, including all action requisite on the part of its stockholders, directors and officers, necessary to make the Bonds, when executed by the Company, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal obligations of the Company, and to constitute the

2

Indenture a valid and binding mortgage and deed of trust for the security of the Bonds in accordance with the terms of the Indenture and the terms of the Bonds, have been done and taken; and the execution and delivery of this Sixty-fourth Supplemental Indenture have been in all respects duly authorized.

NOW, THEREFORE, THIS SIXTY-FOURTH SUPPLEMENTAL INDENTURE WITNESSETH, that, in order to further secure the payment of the principal of, premium, if any, and interest, if any, on all first mortgage bonds at any time issued and outstanding under the Indenture, according to their tenor, purport and effect, and to secure the performance and observance of all the covenants and conditions in said first mortgage bonds and in the Indenture contained (except any covenant of the Company with respect to the refund or reimbursement of taxes, assessments or other governmental charges on account of the ownership of any first mortgage bonds, or the income derived therefrom, for which the holders of such first mortgage bonds shall look only to the Company and not to the property mortgaged and pledged) and for and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the holders thereof, and of the sum of $1.00 duly paid to the Company by the Trustee at or before the ensealing and delivery hereof, and for other valuable considerations, the receipt whereof is hereby acknowledged, the Company has executed and delivered this Sixty-fourth Supplemental Indenture, and, by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over, warrant and confirm unto the Trustee the properties of the Company described and referred to in the Original Indenture and all indentures supplemental thereto, as thereby conveyed or intended so to be, and not heretofore specifically released, together with all and singular the plants, buildings, improvements, additions, tenements, hereditaments, easements, rights, privileges, licenses and franchises and all other appurtenances whatsoever belonging or in any wise appertaining to any of the property hereby mortgaged or pledged, or intended so to be, or any part thereof, now owned or which may hereafter be owned or acquired by the Company, and the reversion and reversions, remainder and remainders, and the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and of every part and parcel thereof, and all the estate, right, title, interest, property, claim and demand of every nature whatsoever of the Company, at law or in equity, or otherwise howsoever, in, of and to such property and every part and parcel thereof.

TO HAVE AND TO HOLD all and singular the lands, properties, estates, rights, franchises, privileges and appurtenances mortgaged, conveyed, pledged or assigned as aforesaid, or intended so to be, together with all the appurtenances thereunto appertaining, unto the Trustee and its successors and assigns forever, upon the trusts, for the uses and purposes and under the terms and conditions and with the rights, privileges and duties as in the Indenture set forth;

Subject, however, to the reservations, exceptions, limitations and restrictions contained in the several deeds, leases, servitudes, contracts or other instruments through which the Company acquired and/or claims title to and/or enjoys the use of the aforesaid properties; and subject also to Permitted Encumbrances (as defined in Section 24 of the Original Indenture) and, as to any property acquired by the Company since the execution and delivery of the Original Indenture, to any liens thereon existing, and to any liens for unpaid portions of the purchase money placed thereon, at the time of such acquisition, but only to the extent that such liens are permitted by Sections 72 and 83 of the Original Indenture, as amended;

BUT IN TRUST, NEVERTHELESS, for the equal and proportionate use, benefit, security and protection of those who from time to time shall hold the first mortgage bonds and coupons authenticated and delivered under the Indenture and duly issued by the Company, without any discrimination, preference or priority of any one first mortgage bond or coupon over any other by reason of priority in the time of issue, sale or negotiation thereof or otherwise, except as provided in Section 69 of the Original Indenture, so that, subject to said provisions, each and all of said first mortgage bonds and coupons shall have the same right, lien and privilege under the Indenture and shall be equally and ratably

3

secured thereby (except as any sinking, amortization, improvement, renewal or other fund, or any other covenants or agreements established in accordance with the provisions of the Original Indenture, may afford additional security for the first mortgage bonds of any particular series), and shall have the same proportionate interest and share in the Trust Estate (as defined in the Original Indenture), with the same effect as if all of the first mortgage bonds and coupons had been issued, sold and negotiated simultaneously on the date of the delivery of the Original Indenture; and in trust for enforcing payment of the principal of the first mortgage bonds and of the interest and premium, if any, thereon, according to the tenor, purport and effect of the first mortgage bonds and coupons and of the Indenture, and for enforcing the terms, provisions, covenants and stipulations therein and in the first mortgage bonds set forth, and upon the trusts, uses and purposes and subject to the covenants, agreements and conditions set forth and declared in the Indenture;

AND THIS SIXTY-FOURTH SUPPLEMENTAL INDENTURE FURTHER WITNESSETH, that the Company hereby covenants and agrees to and with the Trustee and its successors and assigns forever as follows:

SECTION 1. There shall be, and is hereby created, a new series of first mortgage bonds, known as and entitled “First Mortgage Bonds, Collateral Series F, Due 2014,” and the form thereof shall be substantially as hereinafter set forth.

The Bonds of Series F shall be issued and delivered to the New Mortgage Trustee under the New Mortgage as the basis for the authentication and delivery under the New Mortgage of a series of securities (“Collateral Trust Securities”). As provided in the New Mortgage, the Bonds of Series F will be registered in the name of the New Mortgage Trustee, subject to the provisions of the New Mortgage, for the benefit of the holders of all securities from time to time outstanding under the New Mortgage, and the Company shall have no interest therein. The Bonds of Series F will not be transferable except to a successor trustee under the New Mortgage.

Any payment or deemed payment by the Company under the New Mortgage of the principal of or interest, if any, on the Collateral Trust Securities (other than by the application of the proceeds of a payment in respect of the Bonds of Series F) shall, to the extent thereof, be deemed to satisfy and discharge the obligation of the Company, if any, to make a payment of principal of or interest, if any, on such Bonds of Series F, as the case may be, which is then due.

                             The principal amount of the Bonds of Series F shall be limited to $38,385,000, except in case of the issuance of Bonds as provided in Section 14 of the Original Indenture on account of mutilated, lost, stolen, or destroyed Bonds. The Bonds of Series F shall be registered bonds only without coupons. The Bonds shall be represented by one certificate in the full face amount of the principal outstanding under the Bonds. Notwithstanding the provisions of Section 7 of the Original Indenture to the contrary, no reservation of unissued coupon bonds shall be required with respect to the Bonds of Series F. All Bonds of Series F shall mature on July 1, 2014, and interest on the Bonds shall be payable at the rates and on the dates applicable to the Collateral Trust Securities as referenced therein, until the Company’s obligation with respect to the payment of such principal shall be discharged. The principal, premium, if any, and the interest, if any, on the Bonds of Series F shall be payable at the office of the Trustee in the City of Chicago, State of Illinois, or at the option of the holder, at the principal corporate trust office of the Trustee, in the Borough of Manhattan in the City of New York, in any coin or currency of the United States of America which at the time of payment shall be legal tender for public and private debts. The Bonds of Series F shall be subject to redemption under certain circumstances specified in Section 54 of the Original Indenture as amended.

4

The Bonds of Series F will be redeemable, at the option of the Company with the prior written consent of Financial Guaranty Insurance Company, in whole at any time or in part from time to time, upon 30 days notice, at a redemption price equal to 100% of the principal amount thereof together with accrued interest, if any, thereon to the date fixed for redemption. The Bonds shall be redeemed no later than the redemption of the Collateral Trust Securities, in a principal amount equal to the principal amount of Collateral Trust Securities then being redeemed, and at a redemption price equal to the redemption price (excluding interest other than interest on defaulted principal, if any) applicable to such redemption of Collateral Trust Securities.

Notwithstanding Section 11 of the Original Indenture, the Company may execute, and the Trustee shall authenticate and deliver, definitive Bonds of Series F in typewritten form.

Subject to the provisions of Section 8 of the Original Indenture, all definitive Bonds of Series F shall be interchangeable for other Bonds of Series F of a different authorized denomination or denominations, as requested by the holder surrendering the same, upon surrender to the agency of the Company in the City of Chicago, Illinois, or, at the option of the holder, at the agency of the Company in the City of New York. Anything contained in Section 13 of the Original Indenture notwithstanding, upon such interchange of Bonds of Series F, no charge may be made by the Company except the payment of a sum sufficient to reimburse the Company for any stamp tax or other governmental charge incident thereto.

The Trustee is hereby appointed Registrar of the Bonds of Series F for the purpose of registering and transferring Bonds of Series F as in Section 12 of the Original Indenture. In case any Bonds of Series F shall be redeemed in part only, any delivery pursuant to Section 97 of the Original Indenture of a new Bond or Bonds of Series F of an aggregate principal amount equal to the unredeemed portion of such Bond of Series F shall, at the option of the registered owner, be made by the Registrar.

So long as any Bonds of Series F shall be outstanding, in addition to the offices or agencies required to be maintained by the provisions of the Original Indenture, the Company shall keep or cause to be kept at an office or agency to be maintained by the Company in the Borough of Manhattan, the City of New York, books for the registration and transfer of Bonds pursuant to the foregoing provisions of this Section and to the provisions of the Original Indenture.

SECTION 2. Any redemption, in whole or in part, of the Collateral Trust Securities shall be deemed a redemption of a like aggregate principal amount of the Bonds of Series F, consistent with the provisions of the third paragraph of Section 1 hereof.

SECTION 3. As provided in Section 3.04(b) of the Insurance Agreement (as defined in the Sixth Supplemental Indenture) from and after the Release Date (as defined in the Insurance Agreement), the obligations of the Company with respect to the Bonds of Series F shall be deemed to be satisfied and discharged, the Bonds of Series F shall cease to secure in any manner the Company’s obligations under the Insurance Agreement with respect to the payment of any Pollution Control Bonds (as defined in the Sixth Supplemental Indenture) outstanding, and pursuant to Section 3.04(b) of the Insurance Agreement, the holder(s) of the Bonds of Series F shall forthwith deliver the Bonds of Series F to the Company for cancellation.

SECTION 4. The Bonds and the certificate of authentication to be borne by such Bonds shall be substantially in the following forms, respectively:

5

[FORM OF BOND]

This Bond is not transferable except to a successor trustee under the Indenture of Mortgage and Deed of Trust, dated as of September 1, 1993, between Interstate Power and Light Company and J.P. Morgan Trust Company, National Association, as successor Trustee.

No. $

INTERSTATE POWER AND LIGHT COMPANY

FIRST MORTGAGE BOND, COLLATERAL SERIES F

Due 2014

Interstate Power and Light Company (hereinafter called the “Company”), a corporation of the State of Iowa, for value received, hereby promises to pay to J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as successor Trustee under the Indenture of Mortgage and Deed of Trust, dated as of September 1, 1993, between the Company and such trustee, or registered assigns, on the 1st day of July, 2014, the sum of ___________ ($________) dollars in any coin or currency of the United States of America which at the time of payment shall be legal tender for public and private debts. The Company shall pay interest on the bonds at the rates and on the dates applicable to the Collateral Trust Securities as described therein until the Company’s obligation with respect to the payment of such principal shall be discharged as provided in the Indenture hereinafter mentioned. Principal of and interest, if any, on this Bond shall be payable at the agency of the Company in the City of Chicago, Illinois, or, at the option of the holder, at the agency of the Company in the City of New York.

This Bond is one of an authorized issue of Bonds of the Company known as its “first mortgage bonds”, issued and to be issued in series under, and all equally and ratably secured (except as any sinking, amortization, improvement, renewal or other fund, or any other covenants or agreements, established in accordance with the provisions of the Indenture hereinafter mentioned, may afford additional security for the first mortgage bonds of any particular series) by an Indenture of Mortgage and Deed of Trust dated as of August 1, 1940, executed by the Company to J.P. Morgan Trust Company, as successor Trustee, as supplemented by sixty-four Supplemental Indentures (including a Seventh Supplemental Indenture dated as of July 1, 1946, a Thirty-second Supplemental Indenture dated as of September 1, 1966, a Forty-fifth Supplemental Indenture dated as of November 1, 1976, a Fifty-fifth Supplemental Indenture dated as of March 1, 1988, a Fifty-sixth Supplemental Indenture dated as of October 1, 1988, a Fifty-ninth Supplemental Indenture dated as of October 1, 1993, a Sixtieth Supplemental Indenture dated as of November 1, 1993, a Sixty-second Supplemental Indenture dated as of September 1, 1996, a Sixty-third Supplemental Indenture dated as of April 1, 1997 and a Sixty-fourth Supplemental Indenture dated as of June 9, 2005) each duly executed by the Company to said Trustee (said Indenture, as so supplemented, being herein sometimes referred to as the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the properties mortgaged and pledged, the nature and extent of the security, the rights of the holders of said first mortgage bonds, and of the Trustee and of the Company in respect of such security, and the terms and conditions upon which said first mortgage bonds are and are to be issued and secured. As provided in the Indenture, said first mortgage bonds are issuable in series which may vary as in the Indenture provided or permitted. This Bond is one of a series of first mortgage bonds entitled “First Mortgage Bonds, Collateral Series F, Due 2014.”

Any payment or deemed payment by the Company of the principal of or interest, if any, on the Collateral Trust Securities (as defined in the Sixty-fourth Supplemental Indenture) (other than by the application of the proceeds of a payment in respect of this Bond) shall, to the extent thereof, be

6

deemed to satisfy and discharge the obligation of the Company, if any, to make a payment of principal of or interest, if any, on this Bond which is then due.

Any redemption, in whole or in part, of the Collateral Trust Securities shall be deemed a redemption of a like aggregate principal amount of the Bonds, consistent with the provisions of the immediately prior paragraph hereof.

If an event of default, as defined in the Indenture, shall occur, the principal of this Bond may become or be declared due and payable, in the manner and with the effect provided in the Indenture.

To the extent permitted herein, this Bond is transferable by the registered owner hereof in person or by attorney authorized in writing at the agency of the Company in the City of Chicago, Illinois, or, at the option of the holder, at the agency of the Company in the City of New York, upon surrender and cancellation of this Bond and upon any such transfer a new first mortgage bond of the same series, for the same aggregate principal amount, will be issued to the transferee in exchange herefor. The Company and the Trustee may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, for the purpose of receiving payment and for all other purposes.

No recourse shall be had for the payment of the principal of or interest, if any, on this Bond, or for any claim based hereon or otherwise in respect hereof or of the Indenture or of any indenture supplemental thereto, against any incorporator, stockholder, director, or officer, as such, past, present or future, of the Company or of any predecessor or successor corporation, either directly or through the Company or any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or by any legal or equitable proceeding or otherwise howsoever; all such liability being, by the acceptance hereof and as a part of the consideration for the issuance hereof, expressly waived and released by every registered owner hereof, as more fully provided in the Indenture; provided, however, that nothing herein or in the Indenture contained shall be taken to prevent recourse to and the enforcement of the liability, if any, of any shareholder or any stockholder or subscriber to capital stock upon or in respect of shares of capital stock not fully paid up.

This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by J.P. Morgan Trust Company, National Association, or its successor, as Trustee under the Indenture hereinafter mentioned.

IN WITNESS WHEREOF, the Company has caused this Bond to be signed in its name, manually or in facsimile, by its President or one of its Vice Presidents and its corporate seal to be impressed or imprinted hereon and attested, manually or in facsimile, by its Secretary or one of its Assistant Secretaries.

Dated:

INTERSTATE POWER AND LIGHT COMPANY

By _______________________________________

Authorized Executive Officer

ATTEST:

_______________________________

Secretary

7

[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the first mortgage bonds described in the within-mentioned Indenture.

J. P. MORGAN TRUST COMPANY,

NATIONAL ASSOCIATION,

as successor Trustee

By _____________________________________

Authorized Officer

[END OF BOND FORM]

8

SECTION 5. The recitals contained in this Supplemental Indenture are made by the Company and not by the Trustee; and all of the provisions contained in the Original Indenture, as heretofore supplemented, in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall, except as hereinabove modified, be applicable in respect hereof as fully and with like effect as if set forth herein in full.

SECTION 6. All the covenants, stipulations, promises and agreements in this Supplemental Indenture contained, by or on behalf of the Company, shall bind and inure to the benefit of its successors and assigns, whether so expressed or not.

SECTION 7. Nothing in this Supplemental Indenture expressed or implied is intended or shall be construed to give to any person other than the Company, the Trustee, and the holders of the first mortgage bonds any legal or equitable right, remedy or claim under or in respect of the Indenture or any covenant, condition or provision therein or in the first mortgage bonds contained, and all such covenants, conditions, and provisions are and shall be held to be for the sole and exclusive benefit of the Company, the Trustee and the holders of the first mortgage bonds issued under the Indenture.

SECTION 8. All references in the Original Indenture to the various Sections and Articles thereof shall be deemed to refer to said Sections and Articles as heretofore amended, and the Original Indenture shall hereafter be construed and applied as heretofore amended and supplemented.

SECTION 9. This Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts, or as many of them as the Company and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, INTERSTATE POWER AND LIGHT COMPANY has caused this Sixty-fourth Supplemental Indenture to be signed in its corporate name by its President or a Vice President and its corporate seal to be hereunto affixed and attested by its Secretary or an Assistant Secretary, and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, in token of its acceptance of the trusts created hereunder, has caused this Sixty-fourth Supplemental Indenture to be signed in its corporate name by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be hereunto affixed and attested by one of its Trust Officers, all as of the day and year first above written.

INTERSTATE POWER AND LIGHT COMPANY

By _______________________________________

Name: Thomas L. Hanson

Title: Vice President and Treasurer

(CORPORATE SEAL)

ATTEST:

________________________________

Name: Enrique Bacalao

Title: Assistant Treasurer

9

J.P. MORGAN TRUST COMPANY,

NATIONAL ASSOCIATION,

Successor Trustee

By________________________________________

Name: _________________________________

Title: __________________________________

(CORPORATE SEAL)

ATTEST:

_________________________________

Name: ___________________________

Title: ____________________________

STATE OF WISCONSIN	)
	) ss:
COUNTY OF DANE	)

On this ____ day of June, 2005 before me, the undersigned, a Notary Public in and for the said County in the state aforesaid, personally appeared Thomas L. Hanson and Enrique Bacalao, to me personally known, and to me known to be Vice President and Treasurer and Assistant Treasurer, respectively, of INTERSTATE POWER AND LIGHT COMPANY, one of the corporations described in and which executed the within and foregoing instrument, and who, being by me severally duly sworn, each did say that he the said Thomas L. Hanson is Vice President and Treasurer, and that he the said Enrique Bacalao is Assistant Treasurer of the said INTERSTATE POWER AND LIGHT COMPANY, a corporation; that the seal affixed to the within and foregoing instrument is the corporate seal of the said corporation, and that the said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and the said Vice President and Treasurer and Assistant Treasurer each acknowledged the execution of said instrument to be the voluntary act and deed of said corporation by it voluntarily executed.

WITNESS my hand and notarial seal this ____ day of June, 2005.

________________________________________

Notary Public

My Commission expires:

(NOTARIAL SEAL)

10

STATE OF _________	)
	) ss:
COUNTY OF _______	)

On this ____ day of _________, 2005, before me, the undersigned, a Notary Public in and for said County in the State aforesaid, personally appeared ____________ and ____________, to me personally known, and to me known to be a ______________________ and _______________________, respectively, of J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, one of the corporations described in and which executed the within and foregoing instrument, and who, being by me severally duly sworn, each did say that he the said ____________ is a _______________ and that the said ____________ is ________________ of the said J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, a corporation; that the seal affixed to the within and foregoing instrument is the corporate seal of the said corporation, and that the said instrument was signed and sealed on behalf of said corporation by authority of its By-Laws; and the said ____________ and ____________ each acknowledged the execution of said instrument to be the voluntary act and deed of said corporation by it voluntarily executed.

WITNESS my hand and notarial seal this ____ day of September, 2005.

_________________________________________

Notary Public

My Commission expires:

(NOTARIAL SEAL)

11

EX-4

Exhibit 4.4

$100,000,000

AMENDED AND RESTATED

FIVE YEAR

CREDIT AGREEMENT

Dated as of August 3, 2005

Among

ALLIANT ENERGY CORPORATION

as Borrower

THE BANKS NAMED HEREIN

as Banks

and

WACHOVIA BANK, NATIONAL ASSOCIATION

as Administrative Agent and LC Issuing Bank

BARCLAYS BANK PLC

as Syndication Agent

WACHOVIA CAPITAL MARKETS, LLC

and

BARCLAYS CAPITAL

Joint Lead Arrangers and Joint Bookrunners

ABN AMRO BANK N.V.,

JPMORGAN CHASE BANK, N.A.

and

WELLS FARGO BANK, N.A.

as Documentation Agents

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.1	Certain Defined Terms	2
Section 1.2	Computation of Time Periods	16
Section 1.3	Computations of Outstandings	16
Section 1.4	Accounting Terms	16

ARTICLE II

AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT

Section 2.1	The Advances	17
Section 2.2	Making the Advances	17
Section 2.3	Letters of Credit	18
Section 2.4	Fees	22
Section 2.5	Changes in the Commitments	22
Section 2.6	Repayment of Advances	23
Section 2.7	Interest on Advances	24
Section 2.8	Additional Interest on Eurodollar Rate Advances	24
Section 2.9	Interest Rate Determination	25
Section 2.10	Voluntary Conversion of Advances	26
Section 2.11	Optional Prepayments of Advances	27
Section 2.12	Increased Costs	27
Section 2.13	Illegality	28
Section 2.14	Payments and Computations	28
Section 2.15	Noteless Agreement; Evidence of Indebtedness	29
Section 2.16	Taxes	30
Section 2.17	Sharing of Payments, Etc.	31
Section 2.18	Extension of Termination Date	32

ARTICLE III

CONDITIONS TO EXTENSIONS OF CREDIT

Section 3.1	Conditions Precedent to Amendment Effective Date	33
Section 3.2	Conditions Precedent to Each Extension of Credit	35
Section 3.3	Conditions Precedent to Extensions of Credit after December 31, 2007	36
Section 3.4	Reliance on Certificates	36

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.1 Representations and Warranties of the Borrower 36 

ARTICLE V

COVENANTS OF THE BORROWER

Section 5.1	Affirmative Covenants	39
Section 5.2	Negative Covenants	41

ARTICLE VI

EVENTS OF DEFAULT

Section 6.1	Events of Default	41
Section 6.2	Cash Collateral Account	41

ARTICLE VII

THE AGENT

Section 7.1	Authorization and Action	41
Section 7.2	Agent’s Reliance, Etc.	41
Section 7.3	Wachovia and Affiliates	41
Section 7.4	Lender Credit Decision	41
Section 7.5	Indemnification	41
Section 7.6	Successor Agent	41
Section 7.7	Delegation of Duties	41
Section 7.8	No Other Duties, Etc.	41
Section 7.9	LC Issuing Bank	41

ARTICLE VIII

MISCELLANEOUS

Section 8.1	Amendments, Etc.	41
Section 8.2	Notices, Etc.	41
Section 8.3	No Waiver; Remedies	41
Section 8.4	Costs, Expenses, Taxes and Indemnification	41
Section 8.5	Right of Set-off	41
Section 8.6	Binding Effect	41
Section 8.7	Assignments and Participations	41
Section 8.8	Confidentiality	41
Section 8.9	WAIVER OF JURY TRIAL	41
Section 8.10	Governing Law	41

Section 8.11	Relation of the Parties; No Beneficiary	41
Section 8.12	Execution in Counterparts	41
Section 8.13	Severability	41
Section 8.14	Disclosure of Information	41
Section 8.15	USA Patriot Act Notice	41
Section 8.16	Entire Agreement	41

EXHIBITS AND SCHEDULES

Exhibit 1.1	-	Form of Note
Exhibit 2.2(a)	-	Form of Notice of Borrowing
Exhibit 2.3	-	Form of Request for Issuance
Exhibit 2.10	-	Form of Notice of Conversion
Exhibit 3.1(a)(viii)-1	-	Form of Opinion of Foley & Lardner LLP
Exhibit 3.1(a)(viii)-2	-	Form of Opinion of In-house Counsel
Exhibit 8.7	-	Form of Lender Assignment
Schedule I	-	Commitment Schedule
Schedule II	-	Existing Liens
Schedule III	-	List of Indentures

AMENDED AND RESTATED

FIVE YEAR CREDIT AGREEMENT

Dated as of August 3, 2005

              THIS AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT (this “Agreement”) is made by and among:

(i)	ALLIANT ENERGY CORPORATION, a Wisconsin corporation (the “Borrower”),
(ii)	the banks (the “Banks”) listed on the signature pages hereof and the other Lenders (as hereinafter defined) from time to time party hereto, and
(iii)	WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as administrative agent (the “Agent”) for the Lenders hereunder and as a LC Issuing Bank (as defined below).

PRELIMINARY STATEMENTS

(1)      The Borrower has entered into a Five Year Credit Agreement, dated as of July 26, 2004 (such agreement, as further amended, restated, supplemented or otherwise modified prior to the date hereof, the "Existing Facility") with Wachovia, as administrative agent, Barclays Bank PLC, as syndication agent and the other lenders and agents party thereto.

(2)      The Borrower has requested that the parties to the Existing Facility amend and restate the terms of the Existing Facility, and replace the extensions of credit thereunder (including the advances and letters of credit governed by the terms of the Existing Facility), with this Agreement.

(3)      The parties hereto agree that from and after the effectiveness of this Agreement, the obligations under the Existing Facility, including the terms of the extensions of credit outstanding thereunder, shall be continued as, and evidenced by, the Advances, Letters of Credit, this Agreement and other Loan Documents.

(4)      The Lenders have indicated their willingness to continue extensions of credit under the Existing Facility as Advances and Letters of Credit hereunder, and make additional Advances and continue existing or issue additional Letters of Credit on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.1Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Additional Lender” has the meaning assigned to that term in Section 2.5(d).

“Advance” means an advance by a Lender to the Borrower as part of a Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance, each of which shall be a “Type” of Advance.

“AER” means Alliant Energy Resources, Inc., a Wisconsin corporation.

“AffectedLender” has the meaning assigned to that term in Section 2.13.

“Affected Lender Advance” has the meaning assigned to that term in Section 2.13.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by, or under direct or indirect common control with such Person. A Person shall be deemed to control another entity if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.

“Alternate Base Rate” means a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall at all times be equal to the higher of:

(i)      the rate of interest announced publicly by Wachovia or from time to time, as its corporate base rate or prime rate of interest; and

(ii) 1/2 of one percent per annum above the Federal Funds Rate.

Each change in the Alternate Base Rate shall take effect concurrently with any change in such base rate or prime rate or the Federal Funds Rate.

“Amendment Effective Date” means the day upon which each of the applicable conditions precedent enumerated in Section 3.1 shall be fulfilled to the satisfaction of, or waived with the consent of, the Lenders, the Agent, the LC Issuing Bank and the Borrower. All transactions contemplated herein shall take place on a Business Day on or prior to August 3, 2005, or such later Business Day as the parties hereto may mutually agree.

“Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base Rate Advance and such Lender’s Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

“Applicable Margin” means, for any Eurodollar Rate Advance or Base Rate Advance, (i) on any date the Utilization Percentage equals or is less than 50%, the number of basis points set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4, Level 5 or Level 6 below, opposite the Eurodollar Rate or the Base Rate, as applicable, and (ii) on any date the Utilization Percentage exceeds 50%, the number of basis points set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4, Level 5 or Level 6 below, opposite the Utilized Eurodollar Rate or the Utilized Base Rate, as applicable.

BASIS FOR PRICING	LEVEL 1 Reference Ratings At Least A By S&P or A2 By Moody’s.	LEVEL 2 Reference Ratings Less Than Level 1 But At Least A- By S&P or A3 By Moody’s.	LEVEL 3 Reference Ratings Less Than Level 2 But At Least BBB+ By S&P or Baa1 By Moody’s.	LEVEL 4 Reference Ratings Less Than Level 3 But At Least BBB By S&P or Baa2 By Moody’s.	LEVEL 5 Reference Ratings Less Than Level 4 But At Least BBB- By S&P or Baa3 By Moody’s.	LEVEL 6 Reference Ratings Less Than Level 5*
Basis Points Per Annum
Eurodollar Rate	23.0	27.5	35.0	42.5	57.5	77.5
Base Rate	0	0	0	0	0	0
Utilized Eurodollar Rate	33.0	37.5	45.0	52.5	67.5	87.5
Utilized Base Rate	10.0	10.0	10.0	10.0	10.0	10.0

* or unrated

The Applicable Margin will be based upon the Level that corresponds to the Reference Ratings at the time of determination, subject, however, to the following: if the Reference Ratings assigned by S&P and Moody’s do not fall within the same Level on the grid above (i.e., a “split rating”) and: (i) the difference consists of one Level, the Applicable Margin will be based upon the Level that corresponds to the higher of such Reference Ratings, or (ii) the difference consists of two or more Levels, the Applicable Margin will be based upon the Level that corresponds to a notional Reference Rating that falls at the midpoint between the actual Reference Ratings (or if no Reference Rating on the grid above corresponds to such midpoint, the next higher Reference Rating), unless, in the case of clause (i) or (ii) above, either Reference Rating is below BBB- (in the case of S&P) or Baa3 (in the case of Moody’s) or the applicable debt securities are, or the Borrower is, as applicable, unrated, in which case the Applicable Margin will be based upon Level 6. Any change in the Applicable Margin resulting from a change in the Reference Ratings shall be effective, as to any Advance, as of the date on which the applicable rating agency announces the applicable change in ratings.

“Applicable Rate” means:

(i)      in the case of each Base Rate Advance, a rate per annum equal at all times to the sum of the Alternate Base Rate in effect from time to time plus the Applicable Margin in effect from time to time; and

(ii)      in the case of each Eurodollar Rate Advance comprising part of the same Borrowing, a rate per annum during each Interest Period equal at all times to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Margin in effect from time to time during such Interest Period.

“Available Commitment” means, for each Lender at any time on any day, the unused portion of such Lender’s Commitment, computed after giving effect to all Extensions of Credit made or to be made on such day, the application of proceeds therefrom, all prepayments and repayments of Advances made on such day and all reductions in the LC Outstandings made on such day.

“Available Commitments” means the aggregate of the Lenders’ Available Commitments hereunder.

“Bankruptcy Event” means the occurrence of any actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code.

“Banks” has the meaning assigned to that term in the Preamble to this Agreement.

“Barclays Fee Letter” means the letter agreement, dated June 30, 2005, among the Borrower, the Utilities, Barclays Bank PLC and Barclays Capital.

“Base Rate Advance” means an Advance that bears interest as provided in Section 2.7(a).

“Borrower” has the meaning assigned to that term in the Preamble to this Agreement.

“Borrowing” means a borrowing consisting of simultaneous Advances of the same Type, having the same Interest Period and ratably made or Converted on the same day by each of the Lenders pursuant to Section 2.2 or Section 2.10, as the case may be. All Advances of the same Type, having the same Interest Period and made or Converted on the same day shall be deemed a single Borrowing hereunder until repaid or next Converted.

“Business Day” means a day of the year on which banks are not required or authorized to close in New York City, Charlotte, North Carolina or Madison, Wisconsin and, if the applicable Business Day relates to any Eurodollar Rate Advance, on which dealings are carried on in the London interbank market.

“Capitalized Lease Obligations” means obligations to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real and/or personal property which obligation is required to be classified and accounted for as a capital lease on a balance sheet prepared in accordance with GAAP, and for purposes hereof the amount of such obligations shall be the capitalized amount determined in accordance with such principles.

“Cash and Cash Equivalents” means, with respect to any Person, the aggregate amount of the following, to the extent owned by such Person free and clear of all Liens, encumbrances and rights of others and not subject to any judicial, regulatory or other legal constraint: (i) cash on hand; (ii) Dollar demand deposits maintained in the United States with any commercial bank

and Dollar time deposits maintained in the United States with, or certificates of deposit having a maturity of one year or less issued by, any commercial bank which has an office in the United States and which has a combined capital and surplus of at least $100,000,000; (iii) eurodollar time deposits maintained in the United States with, or eurodollar certificates of deposit having a maturity of one year or less issued by, any commercial bank having outstanding unsecured indebtedness that is rated (on the date of acquisition thereof) A- or better by S&P or A3 or better by Moody’s (or an equivalent rating by another nationally-recognized credit rating agency of similar standing if neither of such corporations is then in the business of rating unsecured bank indebtedness); (iv) direct obligations of, or unconditionally guaranteed by, the United States and having a maturity of one year or less; (v) commercial paper rated (on the date of acquisition thereof) A-1 or P-1 or better by S&P or Moody’s, respectively (or an equivalent rating by another nationally-recognized credit rating agency of similar standing if neither of such corporations is then in the business of rating commercial paper), and having a maturity of one year or less; (vi) obligations with any Lender or any other commercial bank in respect of the repurchase of obligations of the type described in clause (iv) above, provided that such repurchase obligations shall be fully secured by obligations of the type described in said clause (iv) and the possession of such obligations shall be transferred to, and segregated from other obligations owned by, such Lender or such other commercial bank; and (vii) preferred stock of any Person that is rated A- or better by S&P or A3 or better by Moody’s (or an equivalent rating by another nationally-recognized credit rating agency of similar standing if neither of such corporations is then in the business of rating preferred stock of entities engaged in such businesses).

“Cash Collateral Account” has the meaning assigned to that term in Section 6.2.

“Commitment” means, for each Lender, the obligation of such Lender to make Advances to the Borrower and to participate in the reimbursement obligations of the Borrower in respect of Letters of Credit in an amount no greater than the amount set forth on Schedule I hereto or, if such Lender has entered into one or more Lender Assignments or is an Additional Lender or an Increasing Lender, set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.7(c), in each such case as such amount may be reduced from time to time or increased pursuant to Section 2.5.

“Commitment Increase Approvals” means resolutions of the board of directors of the Borrower authorizing the Commitment Increase.

“Commitments” means the total of the Lenders’ Commitments hereunder.

“Confidential Information” has the meaning assigned to that term in Section 8.8.

“Consent Date” has the meaning assigned to that term in Section 2.18(a).

“Consenting Lender” has the meaning assigned to that term in Section 2.18(a).

“Consolidated Capital” means, with respect to any Person, at any date of determination, the sum of (i) Consolidated Debt of such Person, (ii) consolidated equity of the common stockholders of such Person and its Consolidated Subsidiaries, (iii) consolidated equity of the preference stockholders of such Person and its Consolidated Subsidiaries and (iv) consolidated

equity of the preferred stockholders of such Person and its Consolidated Subsidiaries, in each case determined at such date in accordance with GAAP, excluding, however, from such calculation, amounts identified as “Accumulated Other Comprehensive Income (Loss)”in the financial statements of the Borrower set forth in the Borrower’s Report on Form 10-K or 10-Q, as the case may be, filed most recently with the Securities and Exchange Commission prior to the date of such determination.

“Consolidated Debt” means, with respect to any Person, without duplication, at any date of determination, the aggregate Debt of such Person and its Consolidated Subsidiaries determined on a consolidated basis in accordance with GAAP, but shall not include Nonrecourse Debt of any Subsidiary of the Borrower.

“Consolidated Subsidiary” means, with respect to any Person, any Subsidiary of such Person whose accounts are or are required to be consolidated with the accounts of such Person in accordance with GAAP.

“Continuing Directors” means the members of the Board of Directors of the Borrower on the date hereof and each other director of the Borrower, if such other director’s nomination for election to the Board of Directors of the Borrower is recommended by a majority of the then Continuing Directors.

“Convert”, “Conversion” and “Converted” each refers to a conversion of Advances of one Type into Advances of another Type, or to the selection of a new, or the renewal of the same, Interest Period for Advances, as the case may be, pursuant to Section 2.9 or Section 2.10.

“Debt” means, for any Person, any and all indebtedness, liabilities and other monetary obligations of such Person (i) for borrowed money or evidenced by bonds, debentures, notes or other similar instruments, (ii) to pay the deferred purchase price of property or services (except trade accounts payable arising and repaid in the ordinary course of business), (iii) Capitalized Lease Obligations, (iv) under reimbursement or similar agreements with respect to letters of credit (other than trade letters of credit) issued to support indebtedness or obligations of such Person or of others of the kinds referred to in clauses (i) through (iii) above and clause (v) below, (v) reasonably quantifiable obligations under direct guaranties or indemnities, or under support agreements, in respect of, and reasonably quantifiable obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, or to assure an obligee against failure to make payment in respect of, indebtedness or obligations of others of the kinds referred to in clauses (i) through (iv) above, and (vi) in respect of unfunded vested benefits under Plans. In determining Debt for any Person, there shall be included accrued interest on the principal amount thereof to the extent such interest has accrued for more than six months.

“Default Rate” means (i) with respect to the unpaid principal of or interest on any Advance, the greater of (A) 2% perannum above the Applicable Rate in effect from time to time for such Advance and (B) 2% perannum above the Applicable Rate in effect from time to time for Base Rate Advances and (ii) with respect to any other unpaid amount hereunder, 2% perannum above the Applicable Rate in effect from time to time for Base Rate Advances.

“Direct Subsidiary” means, with respect to any Person, any Subsidiary directly owned by such Person.

“Dollars” and the sign “$” each means lawful money of the United States.

“Domestic Lending Office” means, with respect to any Lender, the office or affiliate of such Lender specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the Lender Assignment pursuant to which it became a Lender, or such other office or affiliate of such Lender as such Lender may from time to time specify in writing to the Borrower and the Agent.

“Domestic Subsidiary” means any Subsidiary of the Borrower that is not a Foreign Subsidiary.

“Eligible Assignee” means (i) a commercial bank or trust company organized under the laws of the United States, or any State thereof; (ii) a commercial bank organized under the laws of any other country that is a member of the OECD, or a political subdivision of any such country, provided that such bank is acting through a branch or agency located in the United States; (iii) the central bank of any country that is a member of the OECD; and (iv) any other commercial bank or other financial institution engaged generally in the business of extending credit or purchasing debt instruments; provided, however, that (A) any such Person shall also (1) have outstanding unsecured indebtedness that is rated A- or better by S&P or A3 or better by Moody’s (or an equivalent rating by another nationally-recognized credit rating agency of similar standing if neither of such rating agencies is then in the business of rating unsecured indebtedness of entities engaged in such businesses) or (2) have combined capital and surplus (as established in its most recent report of condition to its primary regulator) of not less than $250,000,000 (or its equivalent in foreign currency), and (B) any Person described in clause (ii), (iii) or (iv) above shall, on the date on which it is to become a Lender hereunder, (x) be entitled to receive payments hereunder without deduction or withholding of any United States Federal income taxes (as contemplated by Section 2.16) and (y) not be incurring any losses, costs or expenses of the type for which such Person could demand payment under Section 2.12.

“Equity Interests” means, (i) with respect to a corporation, shares of capital stock of such corporation or any other interest convertible or exchangeable into any such interest, (ii) with respect to a limited liability company, a membership interest in such company, (iii) with respect to a partnership, a partnership interest in such partnership, and (iv) with respect to any other Person, an interest in such Person analogous to interests described in clauses (i) through (iii).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means, with respect to any Person, any trade or business (whether or not incorporated) which is a member of a group of which such Person is a member and which is under common control within the meaning of the regulations under Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 or Section 4001 of ERISA, in each case, as amended from time to time.

“ERISA Event” means (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, unless the 30 day notice requirement with respect thereto has been waived by the PBGC; (ii) the provision by the administrator of any Plan of notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (iii) the cessation of operations at a facility in the circumstances described in Section 4062(e) of ERISA; (iv) the withdrawal by the Borrower or an ERISA Affiliate of the Borrower from a Multiple Employer Plan or a Multiemployer Plan during a plan year for which it was a “substantial employer”, as defined in Section 4001(a)(2) of ERISA; (v) the failure by the Borrower or an ERISA Affiliate of the Borrower to make a payment to a Plan required under Section 302(f)(1) of ERISA, which failure results in the imposition of a lien for failure to make required payments; (vi) the adoption of an amendment to a Plan requiring the provision of security to such Plan, pursuant to Section 307 of ERISA; or (vii) the institution by the PBGC of proceedings to terminate a Plan, pursuant to Section 4042 of ERISA, or the occurrence of any event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, a Plan.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Eurodollar Lending Office” means, with respect to any Lender, the office or affiliate of such Lender specified as its “Eurodollar Lending Office” opposite its name on Schedule I hereto or in the Lender Assignment pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office or affiliate of such Lender as such Lender may from time to time specify in writing to the Borrower and the Agent.

“Eurodollar Rate” means, for each Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing, an interest rate per annum equal to the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in U.S. dollars are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 a.m. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank’s Eurodollar Rate Advance made as part of such Borrowing and for a period equal to such Interest Period. The Eurodollar Rate for the Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing shall be determined by the Agent on the basis of applicable rates furnished to and received by the Agent from the Reference Banks two Business Days before the first day of such Interest Period, subject, however, to the provisions of Section 2.9.

“Eurodollar Rate Advance” means an Advance that bears interest as provided in Section 2.7(b).

“Eurodollar Reserve Percentage” of any Lender for each Interest Period for each Eurodollar Rate Advance means the reserve percentage applicable to such Lender during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under Regulation D or other regulations issued from time to time by the Board

of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) then applicable to such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.

“Events of Default” has the meaning assigned to that term in Section 6.1.

“Existing Facility” has the meaning assigned to that term in the first Preliminary Statement to this Agreement.

“Existing Letter of Credit” means, as of the Amendment Effective Date, the outstanding letter of credit issued by Wachovia under the Existing Facility in the amount of $250,000 for the benefit of United States Fidelity and Guaranty Company, c/o Discovery Managers, LTD.

“Extension Date” has the meaning assigned to that term in Section 2.18(a).

“Extension Notice” has the meaning assigned to that term in Section 2.18(a).

“Extension of Credit” means (i) the disbursement of the proceeds of any Borrowing and (ii) the issuance of a Letter of Credit or the amendment of any Letter of Credit having the effect of extending the stated termination date thereof or increasing the maximum amount available to be drawn thereunder.

“Facility Fee” means a fee that shall be payable on the aggregate amount of the Commitment of each Lender, irrespective of usage, payable to each Lender on the amount of its Commitment at the rate (expressed in basis points per annum) set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4, Level 5 or Level 6 based on the Reference Ratings.

BASIS FOR PRICING	LEVEL 1 Reference Ratings At Least A By S&P or A2 By Moody’s.	LEVEL 2 Reference Ratings Less Than Level 1 But At Least A- By S&P or A3 By Moody’s.	LEVEL 3 Reference Ratings Less Than Level 2 But At Least BBB+ By S&P or Baa1 By Moody’s.	LEVEL 4 Reference Ratings Less Than Level 3 But At Least BBB By S&P or Baa2 By Moody’s.	LEVEL 5 Reference Ratings Less Than Level 4 But At Least BBB- By S&P or Baa3 By Moody’s.	LEVEL 6 Reference Ratings Less Than Level 5*
Facility Fee	7.0	7.5	10.0	12.5	17.5	25.0

* or unrated

The Facility Fee will be based upon the Level that corresponds to the Reference Ratings at the time of determination, subject, however, to the following: if the Reference Ratings assigned by S&P and Moody’s do not fall within the same Level on the grid above (i.e., a “split rating”) and: (i) the difference consists of one Level, the Facility Fee will be based upon the Level that corresponds to the higher of such Reference Ratings, or (ii) the difference consists of two or more Levels, the Facility Fee will be based upon the Level that corresponds to a notional Reference Rating that falls at the midpoint between the actual Reference Ratings (or if no Reference Rating on the grid above corresponds to such midpoint, the next higher Reference

Rating), unless, in the case of clause (i) or (ii) above, either Reference Rating is below BBB- (in the case of S&P) or Baa3 (in the case of Moody’s) or the applicable debt securities are, or the Borrower is, as applicable, unrated, in which case the Facility Fee will be based upon Level 6. Any change in the Facility Fee resulting from a change in the Reference Ratings shall be effective as of the date on which the applicable rating agency announces the applicable change in ratings.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letters” means the Wachovia Fee Letter and the Barclays Fee Letter.

“Foreign Subsidiary” means any Subsidiary of the Borrower that is organized under the law of any jurisdiction other than any state of the United States of America.

“GAAP” has the meaning assigned to that term in Section 1.4.

“Governmental Approval” means any authorization, consent, approval, license, franchise, lease, ruling, tariff, rate, permit, certificate, exemption of, or filing or registration with, any governmental authority or other legal or regulatory body.

“Granting Lender” has the meaning assigned to that term in Section 8.7(i).

“Hazardous Substance” means any waste, substance, or material identified as hazardous, dangerous or toxic by any office, agency, department, commission, board, bureau, or instrumentality of the United States or of the State or locality in which the same is located having or exercising jurisdiction over such waste, substance or material.

“Hostile Acquisition” means any acquisition involving a tender offer or proxy contest that has not been recommended or approved by the board of directors (or similar governing body) of the Person that is the subject of such acquisition prior to the first public announcement or disclosure relating to such acquisition.

“Increasing Lender” has the meaning assigned to that term in Section 2.5(d).

“Indemnified Person” has the meaning assigned to that term in Section 8.4(c).

“Interest Period” means, for each Eurodollar Rate Advance made as part of the same Borrowing, the period commencing on the date of such Eurodollar Rate Advance or the date of the Conversion of any Advance into such a Eurodollar Rate Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below.

The duration of each such Interest Period shall be 1, 2, 3 or 6 months, as the Borrower may, upon notice received by the Agent not later than 11:00 a.m. on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

(i)      the Borrower may not select any Interest Period that ends after the Termination Date;

(ii)      Interest Periods commencing on the same date for Advances comprising part of the same Borrowing shall be of the same duration; and

(iii)     whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, in the case of any Interest Period for a Eurodollar Rate Advance, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.

“IPL” means Interstate Power and Light Company, an Iowa corporation.

“ISP” has the meaning assigned to that term in Section8.10.

“Joint Lead Arrangers” shall mean, collectively, Wachovia Capital Markets, LLC and Barclays Capital, the Investment Banking Division of Barclays Bank PLC.

“LC Fee” is defined in Section 2.4(b).

“LC Issuing Bank” means Wachovia.

“LC Outstandings” means, on any date of determination, the sum of the undrawn stated amounts of all Letters of Credit that are outstanding on such date plus the aggregate principal amount of all unpaid reimbursement obligations of the Borrower on such date with respect to payments made by the LC Issuing Bank under Letters of Credit.

“LC Payment Notice” is defined in Section 2.3(d).

“Lender Assignment” means an assignment and acceptance agreement entered into by a Lender and an Eligible Assignee, and accepted by the Agent and the LC Issuing Bank, in substantially the form of Exhibit 8.7.

“Lenders” means the Banks listed on the signature pages hereof, each Additional Lender and each Eligible Assignee that shall become a party hereto pursuant to Section 8.7.

“Letter of Credit” means (i) any letter of credit issued by the LC Issuing Bank pursuant to Section 2.3 and (ii) the Existing Letter of Credit.

“Lien” has the meaning assigned to that term in Section 5.2(a).

“Loan Documents” means (i) this Agreement, any Note issued pursuant to Section 2.15, and the Fee Letters, (ii) all agreements, documents and instruments in favor of the Agent, the LC Issuing Bank or the Lenders (or the Agent on behalf of the LC Issuing Bank or the Lenders), and (iii) all other agreements, instruments and documents now or hereafter executed and/or delivered pursuant hereto or thereto.

“Majority Lenders” means, on any date of determination, Lenders that, collectively, on such date (i) hold greater than 50% of the then outstanding Advances and participation obligations with respect to the LC Outstandings and, (ii) if there are no Outstanding Credits, have Percentages in the aggregate greater than 50%. Any determination of those Lenders constituting the Majority Lenders shall be made by the Agent and shall be conclusive and binding on all parties absent manifest error.

“Margin Stock” has the meaning assigned to that term in Regulation U of the Board of Governors of the Federal Reserve System.

“Material Adverse Change” means (i) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole; (ii) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party; or (iii) a material adverse change upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party.

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.

“Mortgage Bond Indentures” means the indentures listed on Schedule III hereto.

“Multiemployer Plan” means a “multiemployer plan”, as defined in Section 4001(a)(3) of ERISA, which is subject to Title IV of ERISA and to which the Borrower or any ERISA Affiliate of the Borrower is making or has an obligation to make contributions, or has within any of the preceding five plan years made or had an obligation to make contributions.

“Multiple Employer Plan” means a “single employer plan”, as defined in Section 4001(a)(15) of ERISA, which is subject to Title IV of ERISA and (i) is maintained for employees of the Borrower or an ERISA Affiliate of the Borrower and at least one Person other than the Borrower and its ERISA Affiliates or (ii) was so maintained and in respect of which the Borrower or an ERISA Affiliate of the Borrower could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“Non-Consenting Lender” has the meaning assigned to that term in Section 2.18(a).

“Non-Performing Lender” has the meaning assigned to that term in Section 2.3(e).

“Nonrecourse Debt” means Debt of any Subsidiary of the Borrower (i) as to which (A) the Borrower provides no credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt), (B) the Borrower is not directly or indirectly liable as a guarantor or otherwise, (C) the Borrower is not the lender or other type of creditor, or (D) the

relevant legal documents do not provide that the lenders or other type of creditors with respect thereto will have any recourse to the stock or assets of the Borrower and (ii) no default with respect to which would permit, upon notice, lapse of time or both, any holder of any other Debt (other than the Advances, any Note and the Debt under the Note Purchase Agreement, dated as of October 15, 2003, among Alliant Energy Corporate Services, Inc. (“Services”), the Borrower and the “Purchasers” party thereto relating to the issuance by Services of its 4.55% Guaranteed Senior Notes due 2008 or any extension, renewal, refinancing or replacement thereof that does not increase the outstanding principal thereof) of the Borrower to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its stated maturity. For the avoidance of doubt, if the Borrower provides credit support that is limited in its drawable amount for any portion of Debt of any Subsidiary of the Borrower that would be considered Nonrecourse Debt but for the provision of such credit support, such Debt shall be considered Nonrecourse Debt to the extent that it is not so supported.

“Note” means a promissory note issued at the request of a Lender pursuant to Section 2.15, in substantially the form of Exhibit 1.1 hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Advances made by such Lender.

“Notice of Borrowing” has the meaning assigned to that term in Section 2.2(a).

“Notice of Conversion” has the meaning assigned to that term in Section 2.10.

“OECD” means the Organization for Economic Cooperation and Development.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control, and any successor thereto.

“Other Taxes” has the meaning assigned to that term in Section 2.16(b).

“Outstanding Credits” means, on any date of determination, an amount equal to the sum of (i) the aggregate principal amount of all Borrowings outstanding on such date plus (ii) the LC Outstandings on such date.

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended from time to time, and any successor statute, and all rules and regulations from time to time promulgated thereunder.

“PBGC” means the Pension Benefit Guaranty Corporation (or any successor entity).

“Percentage” means, for any Lender on any date of determination, the percentage obtained by dividing such Lender’s Commitment on such day by the total of the Commitments on such date, and multiplying the quotient so obtained by 100.

“Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Plan” means a Single Employer Plan or a Multiple Employer Plan.

“Prior Termination Date” has the meaning assigned to that term in Section 2.18(b).

“PUHCA” means the Public Utility Holding Company Act of 1935, as amended from time to time.

“Recipient” has the meaning assigned to that term in Section 8.8.

“Reference Banks” means Wachovia, Barclays Bank PLC and any additional or substitute Lenders as may be selected from time to time to act as Reference Banks hereunder by the Agent.

“Reference Ratings” means (i) (A) the ratings assigned by S&P and Moody’s to the senior unsecured non-credit-enhanced long term debt of the Borrower (the “Reference Securities”) or, (B) in the event that only one of S&P and Moody’s has assigned a rating to the Reference Securities, the rating assigned by one of S&P and Moody’s to the Reference Securities together with the issuer rating of the Borrower assigned by the other of S&P and Moody’s or, (C) in the event that no Reference Securities are rated, the issuer ratings assigned to the Borrower by S&P and Moody’s, or (ii) in the event that none of the circumstances in clause (i) applies, (A) the ratings assigned by S&P and Moody’s to the senior unsecured long-term debt of AER that is guaranteed by the Borrower (the “AER Reference Securities”) or, (B) in the event that only one of S&P and Moody’s has assigned a rating to the AER Reference Securities, the rating assigned by one of S&P and Moody’s to the AER Reference Securities together with the issuer rating of AER assigned by the other of S&P and Moody’s or, (C) in the event that no AER Reference Securities are rated, the issuer ratings assigned to AER by S&P and Moody’s; provided, however, that in any case in which an issuer rating assigned by S&P is used to determine the Reference Ratings, the rating level that is one notch below the issuer rating assigned by S&P shall be used to determine the Reference Ratings.

“Register” has the meaning assigned to that term in Section 8.7(c).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Request for Issuance” means a request made pursuant to Section 2.3(a) in the form of Exhibit 2.3.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

“Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/eotffc/ofac/sanctions/index/html, or as otherwise published from time to time.

“Sanctioned Person” means (i) a Person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/eotffc/ofac/sdn/index/html,

or as otherwise published from time to time, or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or (C) a Person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.

“SEC Order” means Release No. 35-27930, 70-10249 dated December 28, 2004, issued by the Securities and Exchange Commission under the PUHCA authorizing the Borrower to obtain Extensions of Credit and to perform its obligations under this Agreement between December 31, 2004 and December 31, 2007.

“Senior Financial Officer” means the President, the Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Borrower.

“Significant Subsidiary” means any Subsidiary of the Borrower that, on a consolidated basis with any of its Subsidiaries as of any date of determination, accounts for more than 20% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries.

“Single Employer Plan” means a “single employer plan”, as defined in Section 4001(a)(15) of ERISA, which is subject to Title IV of ERISA and which (i) is maintained for employees of the Borrower or an ERISA Affiliate of the Borrower and no Person other than the Borrower and its ERISA Affiliates, or (ii) was so maintained and in respect of which the Borrower or an ERISA Affiliate of the Borrower could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

“SPC” has the meaning assigned to that term in Section 8.7(i).

“Subsidiary” means, with respect to any Person, any corporation or unincorporated entity of which more than 50% of the outstanding Equity Interests having ordinary voting power (irrespective of whether at the time Equity Interests of any other class or classes of such corporation or entity shall or might have voting power upon the occurrence of any contingency) is at the time owned by said Person, either directly or through one or more other Subsidiaries. In the case of an unincorporated entity, a Person shall be deemed to have more than 50% of interests having ordinary voting power only if such Person’s vote in respect of such interests comprises more than 50% of the total voting power of all such interests in the unincorporated entity.

“Supplemental Order” means the order or orders of the Securities and Exchange Commission under the PUHCA authorizing the Borrower to obtain Extensions of Credit and to perform its obligations under this Agreement after December 31, 2007.

“Taxes” has the meaning assigned to that term in Section 2.16(a).

“Termination Date” means the earlier to occur of (i) August 3, 2010 (as such date may be extended from time to time pursuant to Section 2.18) and (ii) the date of termination or reduction in whole of the Commitments pursuant to Section 2.5 or Section 6.1.

“Type” has the meaning assigned to that term (i) in the definition of “Advance” when used in such context and (ii) in the definition of “Borrowing” when used in such context.

“Unmatured Default” means an event that, with the giving of notice or lapse of time, or both, would constitute an Event of Default.

“Utilities” means, collectively, WPL and IPL.

“Utility Facilities” means (i) the $300,000,000 Amended and Restated Five-Year Credit Agreement, dated the date hereof, among IPL, the banks named therein and Wachovia, as administrative agent; and (ii) the $250,000,000 Amended and Restated Five-Year Credit Agreement, dated the date hereof, among WPL, the banks named therein and Wachovia, as administrative agent.

“Utilization Percentage” means, as of any time for the determination thereof, the percentage obtained by dividing the aggregate Outstanding Credits by the aggregate Commitments then in effect.

“Wachovia” has the meaning assigned to that term in the Preamble to this Agreement.

“Wachovia Fee Letter” means the letter agreement, dated June 30, 2005, among the Borrower, the Utilities, Wachovia, and Wachovia Capital Markets, LLC.

“WPL” means Wisconsin Power and Light Company, a Wisconsin corporation.

Section 1.2Computation of Time Periods. Unless otherwise indicated, each reference in this Agreement to a specific time of day is a reference to Charlotte, North Carolina time. In the computation of periods of time under this Agreement, any period of a specified number of days or months shall be computed by including the first day or month occurring during such period and excluding the last such day or month. In the case of a period of time “from” a specified date “to” or “until” a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”.

Section 1.3Computations of Outstandings. Whenever reference is made in this Agreement to the “principal amount outstanding” on any date under this Agreement, such reference shall refer to the aggregate principal amount of all Advances outstanding on such date after giving effect to all Advances to be made on such date and the application of the proceeds thereof.

Section 1.4Accounting Terms. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with accounting principles generally accepted in the United States of America (“GAAP”) applied on a consistent basis. With respect to (and only with respect to) determining compliance with this Agreement, all calculations shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to Section 5.1(h) (or prior to the delivery of the first financial statements pursuant to Section 5.1(h), consistent with the financial statements described in Section 4.1(f)); provided, however, if (i) the Borrower shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP or the rules promulgated with

respect thereto or (ii) the Agent or the Majority Lenders shall so object in writing within 30 days after delivery of such financial statements, then such calculations shall be made on a basis consistent with the most recent financial statements delivered by the Borrower to the Lenders as to which no such objection shall have been made.

ARTICLE II

AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT

Section 2.1 The Advances.

(a)      Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time, during the period from and including the date hereof, to and up to, but excluding, the Termination Date, in an aggregate outstanding amount not to exceed at any time such Lender’s Available Commitment. Each Borrowing shall be in an aggregate amount not less than $5,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Percentages. Within the limits of each Lender’s Commitment and as hereinabove and hereinafter provided, the Borrower may request Borrowings hereunder, and repay or prepay Advances pursuant to Section 2.11 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereof.

(b)      In no event shall the Borrower be entitled to request or receive any Borrowings that would cause the Outstanding Credits to exceed the Commitments.

Section 2.2 Making the Advances.

(a)      Each Borrowing shall be made on notice, given not later than 11:00 a.m. (i) on the third Business Day prior to the date of the proposed Borrowing, in the case of a Borrowing comprised of Eurodollar Rate Advances and (ii) on the date of the proposed Borrowing, in the case of a Borrowing comprised of Base Rate Advances, in each case by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier, telex or cable. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telecopier, telex or cable, in substantially the form of Exhibit 2.2(a) hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances comprising such Borrowing, (C) aggregate amount of such Borrowing and (D) in the case of a Borrowing comprised of Eurodollar Rate Advances, the initial Interest Period for each such Advance. Each Lender shall, before (x) 12:00 noon on the date of such Borrowing, in the case of a Borrowing comprised of Eurodollar Rate Advances, and (y) 1:00 p.m. on the date of such Borrowing, in the case of a Borrowing comprised of Base Rate Advances, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 8.2, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will promptly make such funds available to the Borrower at the Agent’s aforesaid address.

(b)      Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing which the related Notice of Borrowing specifies is to be comprised of

Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Eurodollar Rate Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

(c)      Unless the Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s Advance as part of such Borrowing, the Agent may assume that such Lender has made such Advance available to the Agent on the time of such Borrowing in accordance with Section 2.2(a) and the Agent may, in reliance upon such assumption, make available to the Borrower on such time a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the time such amount is made available to the Borrower until the time such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement.

(d)      The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Section 2.3 Letters of Credit.

(a)      Subject to the terms and conditions hereof, each Letter of Credit shall be issued (or the stated maturity thereof extended or terms thereof modified or amended) on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Agent and the LC Issuing Bank substantially in the form attached hereto in Exhibit 2.03. Each Request for Issuance shall specify a statement of drawing conditions applicable to such Letter of Credit, and if such Request for Issuance relates to an amendment or modification of a Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit thereto. The expiry of such Letter of Credit shall be no later than the earlier of (i) five Business Days’ prior to the Termination Date and (ii) one (1) year after its date of issuance; provided, however, that a Letter of Credit may, if requested by the Borrower, provide by its terms, and on terms acceptable to the LC Issuing Bank, for renewal for successive periods of one year or less (but not beyond the date five Business Days prior to the applicable Termination Date), unless and until the LC Issuing Bank shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the

other requirements set forth herein, the LC Issuing Bank shall issue (or extend, amend or modify) such Letter of Credit and provide notice and a copy thereof to the Agent, which shall promptly furnish copies thereof to the Lenders.

(b)      No Letter of Credit shall be requested or issued hereunder if, after the issuance thereof, the Outstanding Credits would exceed the total Commitments.

(c)      The Borrower hereby agrees to pay to the Agent for the account of the LC Issuing Bank and, if they shall have purchased participations in the reimbursement obligations of the Borrower pursuant to Section 2.3(d), the Lenders, on demand made by the LC Issuing Bank to the Borrower, on and after each date on which the LC Issuing Bank shall pay any amount under any Letter of Credit issued by the LC Issuing Bank, a sum equal to the amount so paid plus interest on such amount from the date so paid by the LC Issuing Bank until repayment to the LC Issuing Bank in full at a fluctuating interest rate per annum equal to the interest rate applicable to Base Rate Advances plus, if any amount paid by the LC Issuing Bank under a Letter of Credit is not reimbursed by the Borrower within three Business Days, 2%.

(d)      Immediately upon the issuance of any Letter of Credit, the LC Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed irrevocably and unconditionally to have purchased and received from the LC Issuing Bank, without recourse or warranty, an undivided interest and participation, pro rata (based on such Lender’s Percentage), in such Letter of Credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto (other than the fees payable by the Borrower to the LC Issuing Bank). If the LC Issuing Bank shall not have been reimbursed in full for any payment made by the LC Issuing Bank under a Letter of Credit issued by the LC Issuing Bank on the date of such payment, the LC Issuing Bank shall give the Agent and each Lender prompt notice thereof (an “LC Payment Notice”) no later than 12:00 noon on the Business Day immediately succeeding the date of such payment by the LC Issuing Bank. Each Lender severally agrees, absolutely and unconditionally, to pay to the Agent for the account of the LC Issuing Bank an amount equal to such Lender’s Percentage of such unreimbursed amount paid by the LC Issuing Bank, plus interest on such amount at a rate per annum equal to the Federal Funds Rate from the date of the payment by the LC Issuing Bank to the date of payment to the LC Issuing Bank by such Lender. Each such payment by a Lender shall be made not later than 3:00 P.M. on the later to occur of (i) the Business Day immediately following the date of such payment by the LC Issuing Bank and (ii) the Business Day on which such Lender shall have received an LC Payment Notice from the LC Issuing Bank. Each Lender’s obligation to make each such payment to the Agent for the account of the LC Issuing Bank shall be several and shall not be affected by the occurrence or continuance of an Unmatured Default or Event of Default or the failure of any other Lender to make any payment under this Section 2.3(d) or the failure of the LC Issuing Bank to provide the LC Payment Notice by 12:00 noon on the Business Day immediately succeeding the date of payment under a Letter of Credit by the LC Issuing Bank. Upon any change in the Commitment of any Lender, with respect to all outstanding Letters of Credit and reimbursement obligations there shall be an automatic adjustment to the participations pursuant to this Section 2.3(d) to reflect the new pro rata shares of the Lenders.

(e)      The failure of any Lender to make any payment to the Agent for the account of the LC Issuing Bank in accordance with Section 2.3(d) shall not relieve any other Lender of its

obligation to make payment, but no Lender shall be responsible for the failure of any other Lender. If any Lender (a “Non-Performing Lender”) shall fail to make any payment to the Agent for the account of the LC Issuing Bank in accordance with Section 2.3(d) within five Business Days after the LC Payment Notice relating thereto, then, for so long as such failure shall continue, the LC Issuing Bank shall be deemed, for purposes of Section 8.1 and Article VI hereof, to be a Lender owed a Borrowing in an amount equal to the outstanding principal amount due and payable by such Non-Performing Lender to the Agent for the account of the LC Issuing Bank pursuant to Section 2.3(d). Any Non-Performing Lender and the Borrower (without waiving any claim against such Lender for such Lender’s failure to purchase a participation in the reimbursement obligations of the Borrower under Section 2.3(d)) severally agree to pay to the Agent for the account of the LC Issuing Bank forthwith on demand such amount, together with interest thereon for each day from the date such Lender would have purchased its participation had it complied with the requirements of Section 2.3(d) until the date such amount is paid to the Agent at (i) in the case of the Borrower, the interest rate applicable at the time to Base Rate Advances and (ii) in the case of such Lender, the rate applicable to Base Rate Advances plus 1%.

(f)      The payment obligations of each Lender under Section 2.3(d) and of the Borrower under this Agreement in respect of any payment under any Letter of Credit by the LC Issuing Bank shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following circumstances:

(i)      any lack of validity or enforceability of this Agreement, any other Loan Document or any other agreement or instrument relating thereto or to such Letter of Credit;

(ii)      any amendment or waiver of, or any consent to departure from, the terms of this Agreement, any other Loan Document or such Letter of Credit;

(iii)     the existence of any claim, set-off, defense or other right which the Borrower may have at any time against any beneficiary, or any transferee, of such Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the LC Issuing Bank, the Agent, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby, thereby or by such Letter of Credit, or any unrelated transaction;

(iv)     any statement or any other document presented under such Letter of Credit reasonably proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v)      payment in good faith by the LC Issuing Bank under the Letter of Credit issued by the LC Issuing Bank against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit; or

(vi)     any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

(g)      The Borrower assumes all risks of the acts and omissions of any beneficiary or transferee of any Letter of Credit. Neither the LC Issuing Bank, the Lenders nor any of their respective officers, directors, employees, agents or Affiliates shall be liable or responsible for (i) the use that may be made of such Letter of Credit or any acts or omissions of any beneficiary or transferee thereof in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by the LC Issuing Bank against presentation of documents that do not comply with the terms of such Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (iv) any other circumstances whatsoever in making or failing to make payment under such Letter of Credit. Notwithstanding any provision to the contrary contained in any Loan Document, the Borrower and each Lender shall have the right to bring suit against the LC Issuing Bank, and the LC Issuing Bank shall be liable to the Borrower and any Lender, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower or such Lender which the Borrower or such Lender proves were caused by the LC Issuing Bank’s willful misconduct or gross negligence, including, in the case of the Borrower, the LC Issuing Bank’s willful failure to make timely payment under such Letter of Credit following the presentation to it by the beneficiary thereof of a draft and accompanying certificate(s) that strictly comply with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, the LC Issuing Bank may accept sight drafts and accompanying certificates presented under the Letter of Credit issued by the LC Issuing Bank that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and payment against such documents shall not constitute willful misconduct or gross negligence by the LC Issuing Bank. Notwithstanding the foregoing, no Lender shall be obligated to indemnify the Borrower for damages caused by the LC Issuing Bank’s willful misconduct or gross negligence.

(h)      If any Letter of Credit contains a provision pursuant to which it is deemed to be automatically renewed unless notice of termination of such Letter of Credit is given by the LC Issuing Bank, the LC Issuing Bank shall timely give notice of termination if (i) as of close of business on the seventeenth day prior to the last day upon which the LC Issuing Bank’s notice of termination may be given to the beneficiaries of such Letter of Credit, the LC Issuing Bank has received a notice of termination from the Borrower or a notice from the Agent that the conditions to issuance of such Letter of Credit have not been satisfied, (ii) the renewed Letter of Credit would have a term not permitted by Section 2.3(a) or (iii) such Letter of Credit is the Existing Letter of Credit.

Section 2.4 Fees.

(a)      The Borrower agrees to pay to the Agent for the account of each Lender the Facility Fee, from the date hereof, in the case of each Bank, and from the effective date specified in the Lender Assignment pursuant to which it became a Lender, in the case of each other Lender, until the later of the Termination Date and the date all Advances are paid in full, payable quarterly in arrears on the last day of each March, June, September and December during the term of such Lender’s Commitment, commencing September 30, 2005, and on the later of the Termination Date and the date all Advances are paid in full.

(b)      The Borrower shall pay to the Agent for the account of each Lender a fee (the “LC Fee”) on the average daily amount of the sum of the undrawn stated amounts of all Letters of Credit outstanding on each such day, from the date hereof until the later to occur of the Termination Date and the date on which no Letters of Credit are outstanding, payable on the last day of each March, June, September and December (commencing September 30, 2005) and such later date, at a rate equal at all times to the Applicable Margin in effect from time to time for Eurodollar Rate Advances. In addition, the Borrower shall pay to the LC Issuing Bank such fees for the issuance and maintenance of Letters of Credit and for drawings thereunder as may be separately agreed between the Borrower and the LC Issuing Bank.

(c)      In addition to the fees provided for in Section 2.4(a) and Section 2.4(b), the Borrower shall pay (i) to the Agent and the LC Issuing Bank, for their own accounts, such fees as are provided for in the Wachovia Fee Letter and (ii) to the Joint Lead Arrangers, for their own accounts, such fees as are provided for in the Wachovia Fee Letter and Barclays Fee Letter.

Section 2.5 Changes in the Commitments.

(a)      The Borrower shall have the right, upon at least three Business Days’ notice to the Agent, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Lenders; provided that the aggregate amount of the Commitments of the Lenders shall not be reduced to an amount which is less than the aggregate principal amount of the Extensions of Credit then outstanding; and provided, further, that each partial reduction shall be in a minimum amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof.

(b)      On the Termination Date, the Commitments of the Lenders shall be automatically reduced to zero.

(c)      Any termination or reduction of the Commitments under this Section 2.5 shall be irrevocable, and the Commitments shall not thereafter be reinstated.

(d)      On any date prior to the Termination Date, the Borrower may increase the aggregate amount of the Commitments by an amount not less than $5,000,000; provided that after giving effect to any such increase, the Commitments shall not exceed $200,000,000 (any such increase, a “Commitment Increase”) by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree it may participate in such Commitment Increase) or one or more other Eligible Assignees reasonably acceptable to the Agent that at the time agree, in the case of any such existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any such Eligible Assignee (an “Additional Lender”), to become a party to this Agreement.

(i)      The sum of the increases in the Commitments of the Increasing Lenders pursuant to this Section 2.5(d) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.5(d) to the Agent, which shall promptly provide a copy of such notice to the Lenders;

(ii)      Any Commitment Increase shall become effective upon (A) the receipt by the Agent of (1) an agreement in form and substance satisfactory to the Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitments of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (2) certified copies of the Commitment Increase Approvals and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Agent may reasonably request, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below and (C) receipt by the Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing, (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects, and (3) all Commitment Increase Approvals have been obtained and are in full force and effect.

(iii)     Upon the effective date of any Commitment Increase, the Borrower shall prepay the outstanding Advances (if any) in full (along with any payments required under Section 8.4(b)), and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Percentages (after giving effect to such Commitment Increase).

(iv)     Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to this Section 2.5(d), all calculations and payments of the Facility Fee and the LC Fee and of interest on the Advances shall take into account the actual Commitment of each Lender and such Lender’s Percentage of the Outstanding Credits during the relevant period of time.

Section 2.6Repayment of Advances. The Borrower shall repay the principal amount of each Advance made by each Lender no later than on the Termination Date.

Section 2.7Interest on Advances. The Borrower shall pay interest on the unpaid principal amount of each Advance owing to each Lender from the date of such Advance until such principal amount shall be paid in full, at the Applicable Rate for such Advance (except as otherwise provided in this Section 2.7), payable as follows:

(a)      If such Advance is a Base Rate Advance, interest thereon shall be payable quarterly in arrears on the last day of each March, June, September and December, on the date of any Conversion of such Base Rate Advance and on the date such Base Rate Advance shall become due and payable or shall otherwise be paid in full; provided that at any time an Event of Default shall have occurred and be continuing, each Base Rate Advance shall bear interest payable on demand, at a rate per annum equal at all times to the Default Rate.

(b)      If such Advance is a Eurodollar Rate Advance, interest thereon shall be payable on the last day of such Interest Period and, if the Interest Period for such Advance has a duration

of more than three months, on that day of each third month during such Interest Period that corresponds to the first day of such Interest Period (or, if any such month does not have a corresponding day, then on the last day of such month); provided that at any time an Event of Default shall have occurred and be continuing, each Eurodollar Rate Advance shall bear interest payable on demand, at a rate perannum equal at all times to the Default Rate.

(c)      In respect of any Advance, interest thereon shall be payable at the Applicable Rate at maturity (whether pursuant to acceleration or otherwise) and, after maturity, on demand.

(d)      Nothing contained in this Agreement or in any other Loan Document shall be deemed to establish or require the payment of interest to any Lender at a rate in excess of the maximum rate permitted by applicable law. If the amount of interest payable for the account of any Lender on any interest payment date would exceed the maximum amount permitted by applicable law to be charged by such Lender, the amount of interest payable for its account on such interest payment date shall be automatically reduced to such maximum permissible amount. In the event of any such reduction affecting any Lender, if from time to time thereafter the amount of interest payable for the account of such Lender on any interest payment date would be less than the maximum amount permitted by applicable law to be charged by such Lender, then the amount of interest payable for its account on such subsequent interest payment date shall be automatically increased to such maximum permissible amount, provided that at no time shall the aggregate amount by which interest paid for the account of any Lender has been increased pursuant to this sentence exceed the aggregate amount by which interest paid for its account has theretofore been reduced pursuant to the previous sentence.

Section 2.8Additional Interest on Eurodollar Rate Advances. The Borrower shall pay to Agent for the account of each Lender any costs actually incurred by such Lender with respect to Eurodollar Rate Advances that are attributable to such Lender’s compliance with regulations of the Board of Governors of the Federal Reserve System requiring the maintenance of reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities. Such costs shall be paid to the Agent for the account of such Lender in the form of additional interest on the unpaid principal amount of each Eurodollar Rate Advance of such Lender, from the date of such Advance until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the Eurodollar Rate for the Interest Period for such Advance from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable on such Advance. Such additional interest shall be determined by such Lender and notified to the Borrower through the Agent. A certificate as to the amount of such additional interest, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error, provided that the determination thereof shall have been made by such Lender in good faith.

Section 2.9 Interest Rate Determination.

(a)      Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest

rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks.

(b)      The Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.7(a) or Section 2.7(b), and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.7(b).

(c)      If fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate, due to the unavailability of funds to such Reference Banks in the relevant financial markets:

(i)      the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for Eurodollar Rate Advances;

(ii)      each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance); and

(iii)     the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

(d)      If, with respect to any Eurodollar Rate Advances, the Majority Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon:

(i)      each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance; and

(ii)      the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

(e)      If the Borrower shall fail to (i) select the duration of any Interest Period for any Eurodollar Rate Advance in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 or (ii) provide a Notice of Conversion with respect to any Eurodollar Rate Advance on or prior to 12:00 noon on the third Business Day prior to the last day of the Interest Period applicable thereto, the Agent will forthwith so notify the Borrower and the Lenders and such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance.

(f)      On the date on which the aggregate unpaid principal amount of Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the product of (i) $1,000,000 and (ii) the number of Lenders on such date, such Advances shall, if they are Advances of a Type other than Base Rate Advances, automatically Convert into Base

Rate Advances, and on and after such date the right of the Borrower to Convert such Advances into Advances of a Type other than Base Rate Advances shall terminate; provided, however, that if and so long as each such Advance shall be of the same Type and have the same Interest Period as Advances comprising another Borrowing or other Borrowings, and the aggregate unpaid principal amount of all such Advances shall equal or exceed the product of (i) $1,000,000 and (ii) the number of Lenders on such date, the Borrower shall have the right to continue all such Advances as, or to Convert all such Advances into, Advances of such Type having such Interest Period.

(g)      Upon the occurrence and during the continuance of any Event of Default, each outstanding Eurodollar Rate Advance shall automatically Convert into a Base Rate Advance at the end of the Interest Period then in effect for such Eurodollar Rate Advance.

Section 2.10Voluntary Conversion of Advances. Subject to the conditions set forth below, the Borrower may, on any Business Day, by delivering a notice of Conversion (a “Notice of Conversion”) to the Agent not later than 12:00 noon (i) on the third Business Day prior to the date of the proposed Conversion, in the case of a Conversion to or in respect of Eurodollar Rate Advances and (ii) on the date of the proposed Conversion, in the case of a Conversion to or in respect of Base Rate Advances, and subject to the provisions of Section 2.9 and Section 2.14, Convert all Advances of one Type comprising the same Borrowing into Advances of another Type; provided, however, that, in the case of any Conversion of any Eurodollar Rate Advances into Base Rate Advances on a day other than the last day of an Interest Period for such Eurodollar Rate Advances, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.4(b). Each such Notice of Conversion shall be in substantially the form of Exhibit 2.10 and shall, within the restrictions specified above, specify (A) the date of such Conversion, (B) the Advances to be Converted, (C) if such Conversion is into Eurodollar Rate Advances, the duration of the Interest Period for each such Advance, and (D) the aggregate amount of Advances proposed to be Converted. Notwithstanding the foregoing, the Borrower may not Convert Base Rate Advances into Eurodollar Rate Advances and may not select a new Interest Period for Eurodollar Rate Advances at any time an Event of Default has occurred and is continuing.

Section 2.11Optional Prepayments of Advances. The Borrower may, upon at least three Business Days’ notice to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, the Borrower shall prepay for the ratable account of the Lenders the outstanding principal amounts of the Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $1,000,000 (or, if lower, the principal amount outstanding hereunder on the date of such prepayment) or an integral multiple of $1,000,000 in excess thereof. In the case of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.4(b). Except as provided in this Section 2.11, the Borrower shall have no right to prepay any principal amount of any Advances.

Section 2.12 Increased Costs.

(a)      If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or to the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or to increase the cost to such Lender or the LC Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligations to participate in or to issue any Letter of Credit), then the Borrower shall from time to time, upon demand by such Lender or the LC Issuing Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or LC Issuing Bank additional amounts sufficient to compensate such Lender or LC Issuing Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender or LC Issuing Bank, shall be conclusive and binding for all purposes, absent manifest error, provided that the determination thereof shall have been made by such Lender or LC Issuing Bank in good faith.

(b)      If any Lender or LC Issuing Bank determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or LC Issuing Bank or any corporation controlling such Lender or LC Issuing Bank and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend or participate in Letters of Credit hereunder or the LC Issuing Bank’s obligation to issue or maintain any Letter of Credit hereunder and other commitments of this type, then, upon demand by such Lender or LC Issuing Bank (with a copy of such demand to the Agent), the Borrower shall immediately pay to the Agent for the account of such Lender or LC Issuing Bank, from time to time as specified by such Lender or LC Issuing Bank, additional amounts sufficient to compensate such Lender or LC Issuing Bank or such corporation in the light of such circumstances, to the extent that such Lender or LC Issuing Bank reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment or LC Issuing Bank’s obligations hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender, describing in reasonable detail the manner in which such amounts have been calculated, shall be conclusive and binding for all purposes, absent manifest error, provided that the determination and allocation thereof shall have been made by such Lender in good faith.

(c)      Notwithstanding any provision of Section 2.12(a) or Section 2.12(b) to the contrary, no Lender or LC Issuing Bank shall be entitled to demand compensation or be compensated thereunder to the extent that such compensation relates to any period of time more than 60 days prior to the date upon which such Lender or LC Issuing Bank first notified the Borrower of the occurrence of the event entitling such Lender or LC Issuing Bank to such compensation (unless, and to the extent, that any such compensation so demanded shall relate to the retroactive application of any event so notified to the Borrower).

Section 2.13Illegality. Notwithstanding any other provision of this Agreement to the contrary, if any Lender (the “Affected Lender”) shall notify the Agent and the Borrower that the

introduction of or any change in or to the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for the Affected Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, all Eurodollar Rate Advances of the Affected Lender shall, on the fifth Business Day following such notice from the Affected Lender, automatically be Converted into a like number of Base Rate Advances, each in the amount of the corresponding Eurodollar Rate Advance of the Affected Lender being so Converted (each such Advance, as so Converted, being an “Affected Lender Advance”), and the obligation of the Affected Lender to make, maintain, or Convert Advances into Eurodollar Rate Advances shall thereupon be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, or the Affected Lender has been replaced pursuant to Section 8.7(g). For purposes of any prepayment under this Agreement, each Affected Lender Advance shall be deemed to continue to be part of the same Borrowing as the Eurodollar Rate Advances to which it corresponded at the time of the Conversion of such Affected Lender Advance pursuant to this Section 2.13.

Section 2.14 Payments and Computations.

(a)      The Borrower shall make each payment hereunder not later than 1:00 p.m. on the day when due in Dollars to the Agent at its address referred to in Section 8.2 in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.8, Section 2.16, Section 2.18 or Section 8.4(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of a Lender Assignment and recording of the information contained therein in the Register pursuant to Section 8.7(d), from and after the effective date specified in such Lender Assignment, the Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Lender Assignment shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(b)      The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder held by such Lender, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due.

(c)      All computations of interest based on clause (i) of the definition of “Alternate Base Rate” and of the Facility Fees shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate and the LC Fee and the Federal Funds Rate shall be made by the Agent, and all computations of interest pursuant to Section 2.9 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Agent (or, in the case of Section 2.9, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error, provided that such determination shall have been made by the Agent or such Lender, as the case may be, in good faith.

(d)      Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(e)      Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

Section 2.15 Noteless Agreement; Evidence of Indebtedness.

(a)      Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(b)      The Agent shall also maintain accounts in which it will record (i) the amount of each Advance made hereunder, the Type thereof and the Interest Period (if any) with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iii) the amount of any sum received by the Agent hereunder from the Borrower and each Lender’s share thereof.

(c)      The entries maintained in the accounts maintained pursuant to Section 2.15(a) and Section 2.15(b) shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of the Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay such obligations in accordance with their terms.

(d)      Any Lender may request that its Advances be evidenced by a Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender. Thereafter, the Advances evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant to Section 8.7) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 8.7, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Advances once again be evidenced as described in Section 2.15(a) and Section 2.15(b).

Section 2.16 Taxes.

(a)      Any and all payments by the Borrower hereunder and under the other Loan Documents shall be made, in accordance with Section 2.14, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the LC Issuing Bank and the Agent, taxes imposed on its overall net income and franchise taxes imposed on it by any jurisdiction, unless such Lender, the LC Issuing Bank or the Agent (as the case may be) would not have had such taxes imposed on it by such jurisdiction but for such Lender’s, the LC Issuing Bank’s or the Agent’s (as the case may be) having entered into this Agreement, having consummated the transactions contemplated hereby or having received payments by the Borrower hereunder or under the other Loan Documents (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender, the LC Issuing Bank or the Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.16) such Lender, the LC Issuing Bank or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

(b)      In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any other Loan Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as “Other Taxes”).

(c)      The Borrower will indemnify each Lender, the LC Issuing Bank and the Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.16) paid by such Lender, the LC Issuing Bank or the Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Lender, the LC Issuing Bank or the Agent (as the case may be) makes written demand therefor. Nothing herein shall preclude the right of the Borrower to contest any such Taxes or Other Taxes so paid, and the Lenders in question, the LC Issuing Bank or the Agent (as the case may be) will, following notice from, and at the expense of, the Borrower, reasonably cooperate with the Borrower to preserve the Borrower’s rights to contest such Taxes or Other Taxes.

(d)      Within 30 days after the date of any payment of Taxes, the Borrower will furnish to the Agent, at its address referred to in Section 8.2, the original or a certified copy of a receipt evidencing payment thereof.

(e)      The LC Issuing Bank and each Lender agrees that, on or prior to the date upon which it shall become a party hereto, and upon the reasonable request from time to time of the Borrower or the Agent, the LC Issuing Bank or such Lender will deliver to the Borrower and the Agent either (i) a statement that it is organized under the laws of a jurisdiction within the United

States or (ii) duly completed copies of such form or forms as may from time to time be prescribed by the United States Internal Revenue Service indicating that the LC Issuing Bank or such Lender is entitled to receive payments without deduction or withholding of any United States federal income taxes, as permitted by the Internal Revenue Code of 1986, as amended from time to time. The LC Issuing Bank and each Lender that delivers to the Borrower and the Agent the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower and the Agent further copies of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. The LC Issuing Bank and each Lender represents and warrants that each such form supplied by it to the Agent and the Borrower pursuant to this Section 2.16(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate.

(f)      Any Lender claiming any additional amounts payable pursuant to this Section 2.16 shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

(g)      Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.16 shall survive the payment in full of principal and interest hereunder.

Section 2.17Sharing of Payments, Etc. All payments from or on behalf of the Borrower on account of any obligations shall be apportioned ratably among the Lenders based upon their respective share, if any, of the obligations with respect to which such payment was received. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set off, or otherwise) on account of the Advances made by it (other than pursuant to Section 2.8, Section 2.12, Section 2.16, Section 2.18 or Section 8.4(b)) or on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments obtained by all the Lenders on account of the Advances or on account of such reimbursement obligations, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery, together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Section 2.18 Extension of Termination Date.

(a)      So long as no Unmatured Default or Event of Default has occurred and is continuing and subject to the conditions set forth in Section 2.18(c), the Borrower may, no earlier than 60 days and no later than 30 days prior to each anniversary of the Amendment Effective Date (such anniversary, an “Extension Date”), but on no more than two occasions, request through written notice to the Agent (the “Extension Notice”), that the Lenders extend the then existing Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Agent no later than the applicable Extension Date (except in the year in which the then existing Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than 15 days prior to the then existing Termination Date)(such date, the “Consent Date”), advise the Agent in writing of its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) such date. Any Lender that does not advise the Agent by the Consent Date shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then existing Termination Date. The election of any Lender to agree to such extension shall not obligate any other Lender to agree to such extension.

(b)      If Lenders holding a Commitment that aggregate more than 50% of the Commitments on the Consent Date shall have agreed to such extension, then the then existing Termination Date applicable to the Consenting Lenders shall be extended to the date that is one year after the then existing Termination Date. All Advances of each Non-Consenting Lender shall be subject to the then existing Termination Date, without giving effect to such extension (such date, the “Prior Termination Date”). In the event of an extension of the then existing Termination Date pursuant to this Section 2.18, the Borrower shall have the right, at its own expense, to solicit commitments from existing Lenders and/or Eligible Assignees reasonably acceptable to the Agent to replace the Commitment of any Non-Consenting Lenders for the remaining duration of this Agreement. Any Eligible Assignee (if not already a Lender hereunder) shall become a party to this Agreement as a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Agent and the Borrower. The Commitment of each Non-Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be subject to the Prior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as provided above, the Commitments hereunder shall be reduced by the amount of the Commitment of each such Non-Consenting Lender so terminated on the Prior Termination Date. Notwithstanding anything to the contrary in this Section 2.18, the Termination Date shall not be extended unless the aggregate Commitments of the Consenting Lenders and any Eligible Assignees joining this Agreement pursuant to this Section 2.18(b) are greater than or equal to the Outstanding Credits as of each Prior Termination Date.

(c)      An extension of the Termination Date pursuant to this Section 2.18 shall only become effective upon the receipt by the Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such extension of the Termination Date (i) no Event of Default has occurred and is continuing and (ii) all representations and warranties contained in Section 4.1 are true and correct in all material respects on and as of the date such extension is made, except for such

representations or warranties which by their terms are made as of a specified date, which shall be true and correct as of such specified date.

(d)      Effective on and after the Prior Termination Date, (i) each of the Non-Consenting Lenders shall be automatically released from their respective participations and reimbursement obligations under Section 2.3 with respect to any LC Outstandings and (ii) the participations and reimbursement obligations of each Lender (other than the Non-Consenting Lenders) shall be automatically adjusted to equal such Lender’s Percentage of such LC Outstandings.

ARTICLE III

CONDITIONS TO EXTENSIONS OF CREDIT

Section 3.1Conditions Precedent to Amendment Effective Date. The occurrence of the Amendment Effective Date is subject to satisfaction of the following conditions precedent:

(a)      The Agent shall have received the following, each dated the Amendment Effective Date, in form and substance satisfactory to the Lenders and in sufficient copies for the LC Issuing Bank and each Lender:

(i)      this Agreement, duly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent;

(ii)      each Note requested by a Lender pursuant to Section 2.15 payable to the order of each such Lender, duly completed and executed by the Borrower;

(iii)     copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower;

(iv)     a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;

(v)      copies of the Certificate of Incorporation (or comparable charter document) and by laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower;

(vi)     copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower;

(vii)     copies of the financial statements referred to in Section 4.1(f), certified by the Secretary or an Assistant Secretary of the Borrower;

(viii) favorable opinions of:

(A)     Foley & Lardner LLP, special counsel for the Borrower, in substantially the form of Exhibit 3.1(a)(viii)-1 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and

(B)     In-house Counsel of the Borrower, in substantially the form of Exhibit 3.1(a)(viii)-2 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request;

(ix)     any fees required to be paid on or before the Amendment Effective Date shall have been paid, including fees and other expenses required to be paid under the Existing Facility; and

(x)      such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request.

(b)      The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Amendment Effective Date and in sufficient copies for each Lender, stating that:

(i)      the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Amendment Effective Date as though made on and as of such date, and

(ii)      no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default.

(c)      The Borrower shall have paid (i) all fees payable hereunder or payable pursuant to the Fee Letters and the Existing Facility to the extent then due and payable, and (ii) all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Amendment Effective Date.

(d)      The Agent shall have received evidence that all amounts outstanding under the Existing Facility, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminated.

Section 3.2Conditions Precedent to Each Extension of Credit. The obligation of (i) each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) that would cause the aggregate principal amount of Advances outstanding hereunder to increase and (ii) the LC Issuing Bank to issue, extend the expiry date or increase the amount of, any Letter of Credit shall be subject to the conditions precedent that, on the date of such Extension of Credit:

(a)      the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing or Request for Issuance, as the case may be, and the acceptance by the Borrower of the proceeds of such Borrowing or the issuance, extension or increase of such

Letter of Credit, as the case may be, shall constitute a representation and warranty by the Borrower that, on the date of such Extension of Credit, such statements are true and correct):

(i)      the representations and warranties contained in Section 4.1 (other than the representation and warranty set forth in Section 4.1(e)) are true and correct on and as of the date of such Extension of Credit, before and after giving effect to the application of the proceeds of any Borrowing made in connection therewith or the issuance or amendment of any Letter of Credit in connection therewith, as the case may be, as though made on and as of such date;

(ii)      no event has occurred and is continuing, or would result from such Extension of Credit or from the application of proceeds of any Borrowing made in connection therewith or the issuance or amendment of any Letter of Credit in connection therewith, as the case may be, that constitutes an Event of Default or an Unmatured Default; and

(iii)     after giving effect to such Credit Extension, the Borrower’s Outstanding Credits will not exceed its borrowing authority as allowed by applicable governmental authorities.

(b)      the Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act; and

(c)      the Agent shall have received such other approvals, opinions, or documents as the Agent, or the Majority Lenders through the Agent, may reasonably request, and such approvals, opinions, and documents shall be satisfactory in form and substance to the Agent.

Section 3.3Conditions Precedent to Extensions of Credit after December 31, 2007. At any time after December 31, 2007, the obligation of (a) each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) that would cause the aggregate principal amount of Advances outstanding hereunder to increase, and (b) the LC Issuing Bank to issue any Letter of Credit (including the initial Letter of Credit) or increase the stated amount of any Letter of Credit or to extend the termination date thereof shall be subject to the further conditions precedent that on or prior to the date of such Extension of Credit the Agent shall have received the following, each dated on or prior to the date of such Extension of Credit, in form and substance satisfactory to the LC Issuing Bank and Agent and with one copy for the LC Issuing Bank and each Lender:

(i)      A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that attached thereto is a true and correct copy of the Supplemental Order and that such order has been issued and is in full force and effect, or (B) that no such order is required in order for the Borrower to obtain additional Extensions of Credit; and

(ii)      An opinion of counsel for the Borrower, to the effect (A) that no Governmental Approval is or will be required in connection with the performance by the Borrower, or the consummation by the Borrower of the transactions contemplated by this Agreement, after December 31, 2007, other than the Supplemental Order, which has been

duly issued and is final and in full force and effect, or (B) no such order is required in order for the Borrower to be permitted to obtain additional Extensions of Credit.

Section 3.4Reliance on Certificates. The Lenders, the LC Issuing Bank and the Agent shall be entitled to rely conclusively upon the certificates delivered from time to time by officers of the Borrower as to the names, incumbency, authority and signatures of the respective Persons named therein until such time as the Agent may receive a replacement certificate, in form acceptable to the Agent, from an officer of such Person identified to the Agent as having authority to deliver such certificate, setting forth the names and true signatures of the officers and other representatives of such Person thereafter authorized to act on behalf of such Person.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.1Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:

(a)      The Borrower and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and is duly qualified to do business in, and is in good standing in, all other jurisdictions where the nature of its business or the nature of property owned or used by it makes such qualification necessary (except where the failure to so qualify would not constitute a Material Adverse Change).

(b)      The execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents to which it is or will be a party, and the receipt by the Borrower of the proceeds of Extensions of Credit on the date of any Extension of Credit, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not and will not contravene (i) the Borrower’s charter or by laws, (ii) any law, or (iii) any legal or contractual restriction binding on or affecting the Borrower; and such execution, delivery and performance do not and will not result in or require the creation of any Lien (other than pursuant to the Loan Documents) upon or with respect to any of its properties.

(c)      No Governmental Approval is required in connection with the execution, delivery or performance by the Borrower of any Loan Document, other than (i) the SEC Order, which release is final and in full force and effect and not subject to appeal, rehearing, review or reconsideration and (ii) with respect to the Borrower’s obtaining any Extension of Credit after December 31, 2007, the Supplemental Order.

(d)      This Agreement is, and each other Loan Document to which the Borrower will be a party when executed and delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the qualifications, however, that the enforcement of the rights and remedies herein and therein is subject to bankruptcy and other similar laws of general application affecting rights and remedies of creditors and that the remedy of specific performance or of injunctive relief is subject to the discretion of the court before which any proceedings therefor may be brought.

(e) Since December 31, 2004, there has been no Material Adverse Change.

(f)      The audited consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2004, and the related audited consolidated, and, with respect to the Borrower, consolidating, statements of income of the Borrower and its Subsidiaries for the fiscal year then ended, and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at March 31, 2005 and the related unaudited consolidated statements of income for the three-month period then ended, copies of each of which have been furnished to each Bank, fairly present (subject, in the case of such balance sheets and statements of income for the three-month period ended March 31, 2005, to year-end adjustments) the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance, in all material respects, with GAAP.

(g)      Except as disclosed in the Borrower’s Report on Form 10-K for the year ended December 31, 2004 and Report on Form 10-Q for the period ended March 31, 2005, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries or properties before any court, governmental agency or arbitrator, that might reasonably be expected to constitute a Material Adverse Change, and since December 31, 2004 there have been no material adverse developments in any action or proceeding so disclosed that might reasonably be expected to constitute a Material Adverse Change.

(h)      No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan of the Borrower or any of its ERISA Affiliates which would result in a material liability to the Borrower. No “prohibited transaction” has occurred with respect to any Plan of the Borrower that is reasonably expected to result in a material liability to the Borrower. Neither the Borrower nor any of its ERISA Affiliates has incurred nor reasonably expects to incur any material withdrawal liability under ERISA to any Multiemployer Plan.

(i)      The Borrower has filed all tax returns (Federal, state and local) required to be filed and paid all taxes shown thereon to be due, including interest and penalties, or, to the extent the Borrower is contesting in good faith by appropriate proceedings an assertion of liability based on such returns and has provided adequate reserves for payment thereof in accordance with GAAP.

(j)      Neither the Borrower nor any Subsidiary of the Borrower is engaged principally, or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock. After the making of each Extension of Credit, Margin Stock will constitute less than 25 percent of the assets (as determined by any reasonable method) of the Borrower and its Subsidiaries on a consolidated basis.

(k)      The Borrower is not an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

(l)      Neither the Borrower or any Affiliate of the Borrower (i) is a Sanctioned Person, (ii) has more than 15% of its assets in Sanctioned Countries, or (iii) derives more than 15% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned

Countries. No part of the proceeds of any Advance hereunder will be used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country.

(m)     Neither the making of the Advances hereunder nor the use of the proceeds thereof will violate the PATRIOT Act, the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto. The Borrower and its Subsidiaries are in compliance in all material respects with the PATRIOT Act.

(n)      Each of the Borrower and its Subsidiaries has timely filed all material reports, documents and other materials required to be filed by it in order to comply with the requirements of all applicable laws, rules, regulations and orders of any governmental authority, and is otherwise in compliance with the requirements of all applicable laws, rules, regulations and orders of any governmental authority in respect of the conduct of its business and the ownership and operation of its properties, except in each case to the extent that the failure to comply therewith, individually or in the aggregate, could not reasonably be expected to constitute a Material Adverse Change.

ARTICLE V

COVENANTS OF THE BORROWER

Section 5.1Affirmative Covenants. So long as any amount in respect of this Agreement shall remain unpaid, any Lender shall have any Commitment or any Letter of Credit shall remain outstanding, the Borrower will, unless the Majority Lenders shall otherwise consent in writing:

(a)      Payment of Taxes, Etc. Pay and discharge, and cause each of its Domestic Subsidiaries to pay and discharge, before the same shall become delinquent, all taxes, assessments and governmental charges, royalties or levies imposed upon it or upon its property except, in the case of taxes, to the extent the Borrower or such Domestic Subsidiary is contesting the same in good faith and by appropriate proceedings and has set aside adequate reserves for the payment thereof in accordance with GAAP, unless the failure to do so would not constitute a Material Adverse Change.

(b)      Maintenance of Insurance. Maintain, or cause to be maintained, insurance or other risk management programs covering the Borrower and each of its Subsidiaries and their respective properties in effect at all times in such amounts and covering such risks and using such means as are usual and customary for companies of a similar size (based on the aggregate book value of the Borrower’s assets, as determined on a consolidated basis in accordance with GAAP), engaged in similar businesses and owning similar properties, either with reputable insurance companies or, in whole or in part, by establishing reserves of one or more insurance funds or other risk management mechanisms, either alone or with other corporations or associations.

(c)      Preservation of Existence, Etc. Preserve and maintain, and cause each of the Utilities to preserve and maintain, its corporate existence (except in a transaction permitted by

Section 5.2(e)), material rights (statutory and otherwise) and franchises; provided, however, that neither the Borrower nor any of the Utilities shall be required to preserve and maintain any such right or franchise, unless the failure to do so would constitute a Material Adverse Change.

(d)      Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply, with the requirements of all applicable laws, rules, regulations and orders of any governmental authority, including without limitation any such laws, rules, regulations and orders relating to zoning, environmental protection, use and disposal of Hazardous Substances, land use, ERISA, construction and building restrictions, and employee safety and health matters relating to business operations, the non-compliance with which would constitute a Material Adverse Change.

(e)      Inspection Rights. At the reasonable expense of the Borrower, at any time and from time to time, upon reasonable notice, permit or arrange for the Agent, the LC Issuing Bank, the Lenders and their respective agents and representatives to examine and make copies of and abstracts from the records and books of account of, and the properties of, the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and its Subsidiaries with the Borrower and its Subsidiaries and their respective officers, directors and accountants.

(f)      Keeping of Books. Keep, and cause its Subsidiaries to keep, proper records and books of account, in which full and correct entries shall be made of all financial transactions of the Borrower and its Subsidiaries and the assets and business of the Borrower and its Subsidiaries, in accordance with GAAP.

(g)      Maintenance of Properties, Etc. Maintain, and cause each of its Subsidiaries to maintain, good and marketable title to, and preserve, maintain, develop, and operate in substantial conformity with all laws and material contractual obligations, all of its properties which are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so would not constitute a Material Adverse Change.

(h) Reporting Requirements. Furnish to each Lender:

(i)      as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto;

(ii)      as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter and consolidated, and, with respect to the Borrower, consolidating, statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year end audit adjustments) by a Senior Financial Officer as having been

prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter;

(iii)     as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated, and, with respect to the Borrower, consolidating, statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of a Senior Financial Officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year;

(iv)     concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(h) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(v)      as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto;

(vi)     promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan;

(vii)     promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable;

(viii)    promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request;

(ix)      promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c);

(x)      promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower or any Subsidiary of the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and

(xi)     promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request.

Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to in the proviso to the immediately preceding sentence or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

(i)      Use of Proceeds. Use the proceeds of the Advances hereunder solely for the Borrower’s general corporate purposes (including supporting commercial paper issued by the

Borrower), and not to (x) finance any Hostile Acquisition or (y) purchase or carry any Margin Stock in violation of Federal Reserve Board Regulations T, U or X.

(j)      Further Assurances. At the expense of the Borrower, promptly execute and deliver, or cause to be promptly executed and delivered, all further instruments and documents, and take and cause to be taken all further actions, that may be necessary or that the Majority Lenders through the Agent may reasonably request to enable the Lenders, the LC Issuing Bank and the Agent to enforce the terms and provisions of this Agreement and to exercise their rights and remedies hereunder or under any other Loan Document. In addition, the Borrower will use all reasonable efforts to duly obtain Governmental Approvals required in connection with the Loan Documents from time to time on or prior to such date as the same may become legally required, and thereafter to maintain all such Governmental Approvals in full force and effect.

(k)      OFAC, PATRIOT Act Compliance. The Borrower will, and will cause each of its Subsidiaries to, (i) refrain from doing business in a Sanctioned Country or with a Sanctioned Person in violation of the economic sanctions of the United States administered by OFAC, and (ii) provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Agent or any Lender in order to assist the Agent and the Lenders in maintaining compliance with the PATRIOT Act.

Section 5.2Negative Covenants. So long as any amount in respect of this Agreement shall remain unpaid, any Lender shall have any Commitment or any Letter of Credit shall remain outstanding, the Borrower will not, without the written consent of the Majority Lenders:

(a)      Liens, Etc. Create, incur, assume, or suffer to exist, or permit any of its Subsidiaries to create, incur, assume, or suffer to exist, any lien, security interest, or other charge or encumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential interest upon or with respect to any of its properties of any character (including, without limitation, accounts) (any of the foregoing being referred to herein as a “Lien”), excluding, however, from the operation of the foregoing restrictions the Liens created under the Loan Documents and the following:

(i)      Liens for taxes, assessments or governmental charges or levies to the extent not past due;

(ii)      Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens and other similar Liens arising in the ordinary course of business securing obligations which are not overdue or which are being contested in good faith, provided that any such contested Lien securing an amount claimed in excess of $5,000,000 shall be fully bonded within 90 days after the imposition of such Lien;

(iii)     pledges or deposits to secure obligations under workmen’s compensation laws or similar legislation, to secure public or statutory obligations of the Borrower or such Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in the ordinary course of business;

(iv)     (A) purchase money Liens upon or in property now owned or hereafter acquired by the Borrower or any of its Subsidiaries in the ordinary course of business (consistent with present practices, it being understood that for purposes of this clause, the purchase, construction or maintenance of generating facilities by the Utilities shall be deemed to be in the ordinary course of business and consistent with present practices) to secure (1) the purchase price of such property or (2) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property to be subject to such Liens, or (B) Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved and replacements, modifications and proceeds of such property, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced;

(v)      Liens on the capital stock of any of the Borrower’s single-purpose Subsidiaries or any such Subsidiary’s assets to secure the repayment of project financing or Nonrecourse Debt for such Subsidiary;

(vi)     attachment, judgment or other similar Liens arising in connection with court proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith by appropriate proceedings or the payment of which is covered in full (subject to customary deductible amounts) by insurance maintained with responsible insurance companies;

(vii)     Liens securing obligations under agreements entered into pursuant to the Iowa Industrial New Jobs Training Act or any similar or successor legislation, provided that such obligations do not exceed $5,000,000 in the aggregate at any one time outstanding;

(viii) Liens created pursuant to the Mortgage Bond Indentures;

(ix)     Liens on the ownership interests in, and the assets of, any Foreign Subsidiary to secure not more than $300,000,000 aggregate principal amount of Debt of any Foreign Subsidiary; provided that in the event any such Debt is not denominated in Dollars, the calculation of the Dollar equivalent amount of such Debt shall be made as of the date of the incurrence of such Lien securing such Debt;

(x)      Liens in favor of Wachovia, as agent under the Utility Facilities to secure the obligations of the respective Utilities under such agreements;

(xi)     Liens incurred in connection with the sales of assets permitted in Section 5.2(f)(ix);

(xii)     Liens incurred by the Borrower or any of its Subsidiaries on assets of the Borrower and its Subsidiaries to secure Nonrecourse Debt or obligations other than for borrowed money, in an aggregate principal amount not to exceed (x) in the case of the

Borrower and all its Subsidiaries other than the Utilities and their respective Subsidiaries, $100,000,000 outstanding at any one time, and (y) in the case of each Utility and its Subsidiaries, $100,000,000 outstanding at any one time;

(xiii)    Liens on nuclear fuel granted in connection with any financing arrangement for the purpose of purchasing or leasing such nuclear fuel;

(xiv)    Liens constituting easements, restrictions and other similar encumbrances arising in the ordinary course of business, which in the aggregate do not materially adversely affect the Borrower’s use of its properties; and

(xv)     other Liens set forth in Schedule II hereto, and any extensions, renewals, refinancing or replacements of any such Liens upon or in the same property theretofore subject thereto.

(b) Debt. Create, incur, assume, or suffer to exist any Debt other than:

(i)      Debt hereunder and under the other Loan Documents;

(ii)      unsecured Debt owing to the Utilities; provided, however, that the aggregate amount of all such Debt owing to any Utility at any time shall not exceed the amount that such Utility could, in conformance with applicable law, dividend to the Borrower at such time; furtherprovided, however, that the foregoing shall not restrict the Borrower’s ability to incur unsecured Debt owing to any Utility in connection with the cash management program of the Borrower and the Utilities known as the “Utility Money Pool”; and

(iii)     other Debt that is pari passu with, or subordinate to, the Debt hereunder or secured by a Lien permitted under Section 5.2(a), provided that the Borrower is in compliance with Section 5.2(h).

(c)      Compliance with ERISA. (i) Permit to exist any “accumulated funding deficiency”(as defined in Section 412(a) of the Internal Revenue Code of 1986, as amended from time to time) (unless such deficiency exists with respect to a Multiple Employer Plan or Multiemployer Plan and the Borrower has no control over the reduction or elimination of such deficiency), (ii) terminate, or permit any ERISA Affiliate of the Borrower to terminate, any Plan of the Borrower or such ERISA Affiliate so as to result in any material (in the opinion of the Majority Lenders) liability of the Borrower to the PBGC, or (iii) permit to exist any occurrence of any Reportable Event (as defined in Title IV of ERISA), or any other event or condition, which presents a material (in the opinion of the Majority Lenders) risk of such a termination by the PBGC of any Plan of the Borrower or such ERISA Affiliate and such a material liability to the Borrower.

(d)      Transactions with Affiliates. Enter into, or permit any of its Subsidiaries to enter into, any transaction with an Affiliate of the Borrower, unless such transaction (i) is on terms no less favorable to the Borrower or such Subsidiary, as the case may be, than if the transaction had been negotiated in good faith on an arm’s length basis with a Person that was not an Affiliate of the Borrower, (ii) has been approved by the Securities and Exchange Commission pursuant to, or

is entered into otherwise in accordance with, PUHCA or other applicable utility or utility holding company regulations or (iii) is among wholly-owned Subsidiaries of the Borrower or between the Borrower and a wholly-owned Subsidiary.

(e) Mergers, Etc.

(i)      merge with or into or consolidate with or into any other Person, except the Borrower may merge with or into or consolidate with or into any of its Subsidiaries, provided that immediately after giving effect thereto, (A) no event shall occur and be continuing that constitutes an Unmatured Default or an Event of Default, (B) the Borrower is the surviving corporation and (C) the Borrower shall not be liable with respect to any Debt or allow its property to be subject to any Lien which it could not become liable with respect to or allow its property to become subject to under this Agreement or any other Loan Document on the date of such transaction; or

(ii)      permit any of its Subsidiaries to merge with or into or consolidate with or into any other Person, except that any such Subsidiary may merge with or into any other Person, provided that immediately after giving effect thereto, (A) the surviving corporation is a Subsidiary of the Borrower, (B) no event shall occur and be continuing that constitutes an Unmatured Default or an Event of Default and (C) the Borrower or any of its Subsidiaries shall not be liable with respect to any Debt or allow its property to be subject to any Lien which it could not become liable with respect to or allow its property to become subject to under this Agreement or any other Loan Document on the date of such transaction.

(f)      Sales, Etc., of Assets. Sell, lease, transfer, assign or otherwise dispose of any of its assets, or permit any of its Subsidiaries to sell, lease, transfer, assign or otherwise dispose of any of its assets, except (i) sales, leases, transfers and assignments from one Subsidiary of the Borrower to another such Subsidiary, (ii) in any transaction in which the net proceeds from such sale, lease, transfer, assignment or disposition are solely Cash and Cash Equivalents and such proceeds are (A) applied solely as a permanent reduction of the Commitments and prepayment of Advances pursuant to Section 2.5 and Section 2.11, or (B) applied solely to pay or prepay Debt (together with a permanent reduction of any commitments relating to such Debt) incurred by the Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction entered into by any Subsidiary of the Borrower, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 20% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries in the aggregate from the date hereof until the Termination Date in any single or series of transactions, whether or not related, (v) sales, leases, transfers and assignments of worn out or obsolete equipment no longer used and useful in the business of the Borrower and its Subsidiaries, (vi) dispositions of the transmission assets of IPL and its Subsidiaries to any Person authorized by the Federal Energy Regulatory Commission or its successor, (vii) dispositions of the Duane Arnold nuclear facility, (viii) sales or transfers of Equity Interests of Nuclear Management Company, LLC, (ix) sales of contracts and accounts receivable by the Utilities, Alliant Energy Integrated Services, Inc., and its Subsidiaries (x) dispositions of Equity Interests in or assets of any direct or indirect subsidiary of AER; and (xi) disposition of the Illinois assets of the Utilities; provided that in each case under clauses (i) through (xi) above, no Unmatured Default or Event

of Default shall have occurred and be continuing after giving effect thereto; provided, further, that the Borrower or any of its Subsidiaries may, pursuant to Section 5.2(a)(ix), pledge its ownership interests in, and the assets of, any Foreign Subsidiary to secure not more than $300,000,000 aggregate principal amount of Debt incurred by any Foreign Subsidiary; provided that in the event any such Debt is not denominated in Dollars, the calculation of the Dollar equivalent amount of such Debt shall be made as of the date of the pledge of assets or ownership interests, as the case may be, securing such Debt.

(g)      Maintenance of Ownership of Significant Subsidiaries. Sell, assign, transfer, pledge or otherwise dispose of any Equity Interests of any of its Significant Subsidiaries or any warrants, rights or options to acquire such Equity Interests, or permit any of its Significant Subsidiaries to issue, sell or otherwise dispose of any shares of its Equity Interests or any warrants, rights or options to acquire such capital stock, except (and only to the extent) as may be necessary to give effect to a transaction permitted by Section 5.2(e). Notwithstanding the foregoing, the Borrower or any of its Subsidiaries may, pursuant to Section 5.2(a)(ix), pledge its ownership interests in, and the assets of, any Foreign Subsidiary to secure not more than $300,000,000 aggregate principal amount of Debt incurred by any Foreign Subsidiary; provided that in the event any such Debt is not denominated in Dollars, the calculation of the Dollar equivalent amount of such Debt shall be made as of the date of the pledge of assets or ownership interests, as the case may be, securing such Debt.

(h)      Capitalization Ratio. Permit the ratio of Consolidated Debt of the Borrower to Consolidated Capital of the Borrower to exceed .65 to 1.00.

(i)      Restrictive Agreements. Directly or indirectly, enter into, incur or permit to exist, or permit the Utilities to enter into or permit to exist, any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of any Utility to declare or pay dividends; provided that the foregoing limitations do not apply to (i) financial covenants that require the maintenance of a minimum net worth or compliance with financial tests as conditions to the ability to pay dividends or make other distributions with respect to capital stock or otherwise; (ii) restrictions that arise only if dividends on preferred stock have not been paid; and (iii) limitations or restrictions imposed by law or in regulatory proceedings.

(j)      Synthetic Lease Restrictions. Enter into or permit any Subsidiary to enter into a synthetic lease transaction.

ARTICLE VI

EVENTS OF DEFAULT

Section 6.1Events of Default. If any of the following events (each an “Event of Default”) shall occur and be continuing after the applicable grace period and notice requirement (if any):

(a)      The Borrower shall fail to pay any principal of any Borrowing or any reimbursement obligation in respect of a Letter of Credit when the same becomes due and payable; or

(b)      The Borrower shall fail to pay any interest on any Borrowing or any other amount due under this Agreement for two days after the same becomes due; or

(c)      Any representation or warranty made by or on behalf of the Borrower in any Loan Document or in any certificate or other writing delivered pursuant thereto shall prove to have been incorrect in any material respect when made or deemed made; or

(d)      The Borrower shall fail to perform or observe any term or covenant on its part to be performed or observed contained in Section 5.1(c), Section 5.1(h)(i) or Section 5.2 (other than Sections 5.2(c) and 5.2(d) thereof); or

(e)      The Borrower shall fail to perform or observe any other term or covenant on its part to be performed or observed contained in this Agreement or in any other Loan Document, and any such failure shall remain unremedied, after the earlier of (i) actual knowledge by the Borrower thereof, and (ii) written notice thereof shall have been given to the Borrower by the Agent, for a period of 30 days; or

(f)      The Borrower or any of its Domestic Subsidiaries shall fail to make any payment in respect of any of its Debt other than Nonrecourse Debt, including any interest or premium thereon (but excluding Debt hereunder) aggregating $50,000,000 or more when due under documents related to such Debt (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in any agreement or instrument relating to such Debt; or any other default under any agreement or instrument relating to any such Debt, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof as a result of a default or other similar adverse event; or

(g)      The Borrower or any of the Utilities shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make an assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of the Utilities seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of its debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property and, in the case of a proceeding instituted against the Borrower or any of the Utilities, either such proceeding shall remain undismissed or unstayed for a period of 60 days or any of the actions sought in such proceeding (including without limitation the entry of an order for relief against the Borrower or such Utility or the appointment of a receiver, trustee, custodian or other similar official for the Borrower or such Utility or any of its property) shall occur; or the Borrower or any of the Utilities shall take any corporate or other action to authorize any of the actions set forth above in this Section 6.1(g); or

(h)      Any judgment or order for the payment of money equal to or in excess of $50,000,000 shall be rendered against the Borrower or any of its Direct Subsidiaries (including, without limitation, the Utilities) or their respective properties and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(i)      Any material provision of any Loan Document to which the Borrower is a party shall for any reason cease to be valid and binding on the Borrower or the Borrower shall so assert in writing; or

(j)      Any Governmental Approval required in connection with the execution, delivery and performance of the Loan Documents shall expire or be rescinded, revoked, otherwise terminated, or amended or modified in any manner that is materially adverse to the interests of the Lenders, the LC Issuing Bank and the Agent; or

(k)      Any ERISA Event shall have occurred with respect to a Plan that could reasonably be expected to result in a material liability to the Borrower, and, 30 days after notice thereof shall have been given to the Borrower by the Agent, the LC Issuing Bank or any Lender, such ERISA Event shall still exist; or

(l)      (i) The Borrower shall cease to own 100% of the common equity interests of either of the Utilities; (ii) any Person or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) shall either (A) acquire beneficial ownership of more than 50% of any outstanding class of common stock of the Borrower having ordinary voting power in the election of directors of the Borrower or (B) obtain the power (whether or not exercised) to elect a majority of the Borrower’s directors or (iii) the Board of Directors of the Borrower shall not consist of a majority of Continuing Directors:

then, and in any such event, the Agent shall at the request, or may with the consent, of the holders of greater than 50% of the principal amount of the Outstanding Credits then outstanding or, if no Outstanding Credits are then outstanding, Lenders having greater than 50% of the Commitments, by notice to the Borrower, (i) declare the obligation of each Lender to make Advances and the obligation of the LC Issuing Bank to issue Letters of Credit to be terminated, whereupon the same shall forthwith terminate, (ii) declare the Advances (if any), all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower (iii) direct the Borrower to deposit (and the Borrower hereby agrees, forthwith upon receipt of notice of such direction from the Agent, to deposit) with the Agent from time to time such additional amount of cash as is equal to the LC Outstandings, such amount to be held by the Agent in the Cash Collateral Account as security for the LC Outstandings as described in Section 6.2 and (iv) exercise all rights and remedies available to it under this Agreement, the other Loan Documents and applicable law; provided, however, that in the event of the occurrence of a Bankruptcy Event, (A) the obligation of the LC Issuing Bank to issue Letters of Credit, and the Commitments and the obligation of each Lender to make Advances shall automatically be

terminated, (B) the Advances, all such interest and all other amounts payable under this Agreement and the other Loan Documents shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower and (C) the obligation of the Borrower to cash collateralize the LC Outstandings as aforesaid shall automatically become effective, in each case without further action by the Agent, LC Issuing Bank or any Lender.

Section 6.2Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Agent pursuant to this Article VI shall affect (i) the obligation of the LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Agent shall at the request, or may with the consent, of the Majority Lenders (except upon the occurrence of a Bankruptcy Event), upon notice to the Borrower, require the Borrower to deposit with the Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Agent in the name of, and under the sole dominion and control of, the Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Wachovia for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Agent, in its sole discretion. The Borrower hereby grants to the Agent for the benefit of the LC Issuing Bank and the Lenders a Lien in and hereby assigns to the Agent for the benefit of LC Issuing Bank and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the obligations as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

ARTICLE VII

THE AGENT

Section 7.1Authorization and Action. Each of the Lenders (for purposes of this Article, references to the Lenders shall also mean the LC Issuing Bank) hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement or any other Loan Document (including, without limitation, enforcement or collection of the Borrowings), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such

instructions shall be binding upon all Lenders and all holders of Notes (if any); provided, however, that the Agent shall not be required to take any action which, in its opinion or the opinion of its counsel, may expose the Agent to personal liability or which is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. The Agent shall be deemed to have exercised reasonable care in the administration and enforcement of this Agreement and the other Loan Documents if it undertakes such administration and enforcement in a manner substantially equal to that which Wachovia accords credit facilities similar to the credit facility hereunder for which it is the sole lender. The provisions of this Article are solely for the benefit of the Agent and the Lenders except as otherwise expressly provided herein, and the Borrower shall have no rights as a third party beneficiary of any of such provisions.

Section 7.2Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts a Lender Assignment entered into by the Lender which is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.7; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Loan Document; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (vi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Section 7.3Wachovia and Affiliates. With respect to its Commitment and the Advances made by it, Wachovia shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent or the LC Issuing Bank; and the term “Bank” or “Banks” and “Lender” or “Lenders” shall, unless otherwise expressly indicated, include Wachovia in its individual capacity. Wachovia and its Affiliates may accept deposits from, lend money to, act as the financial advisor or the trustee under indentures of, and generally engage in any kind of business with, the Borrower or any Subsidiary or other Affiliate thereof and any Person who may do business with or own securities of the Borrower or any Subsidiary or other Affiliate thereof, all as if Wachovia were not the Agent and without any duty to account therefor to the Lenders.

Section 7.4Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on the financial statements referred to in Section 4.1(f) and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

Section 7.5Indemnification. The Lenders agree to indemnify the Agent and any Related Party of the Agent (to the extent not reimbursed by the Borrower), ratably according to (i) on or before the Termination Date, the respective Percentages of the Lenders, or (ii) after the Termination Date, the respective outstanding principal amounts of the Advances, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any out of pocket expenses (including counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Section 7.6Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Agent pursuant to this Section 7.6. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent, which shall be a Lender or shall be another commercial bank or trust company (and reasonably acceptable to the Borrower so long as no Event of Default exists) organized under the laws of the United States or of any State thereof. If no successor Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Majority Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States of any State thereof reasonably acceptable to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Section 7.7Delegation of Duties. The Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Agent; provided, however, that the Agent shall remain responsible for the performance of its duties under this Agreement and the Loan Documents to the extent required under this Article. The Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Affiliates and the partners, directors, officers, employees, agents and advisors of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Agent.

Section 7.8No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Joint Lead Arrangers, Syndication Agent, Documentation Agents or other agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Agent or a Lender hereunder.

Section 7.9LC Issuing Bank. The provisions of this Article (other than Section 7.3) shall apply to the LC Issuing Bank mutatismutandis to the same extent as such provisions apply to the Agent.

ARTICLE VIII

MISCELLANEOUS

Section 8.1Amendments, Etc. No amendment or waiver of any provision of any Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and, in the case of any amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive, modify or eliminate any of the conditions specified in Section 3.1, Section 3.2 or Section 3.3; (b) increase or extend the Commitments of the Lenders (other than pursuant to Section 2.5(d) or Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances, any Applicable Margin or any fees or other amounts payable hereunder (other than fees payable to the Agent, the Joint Lead Arrangers or the LC Issuing Bank for their own account, or to any Lender pursuant to Section 2.12 or Section 2.16), (d) postpone any date fixed for any payment of principal of, or interest on, the Advances, any reimbursement obligation in respect of Letters of Credit or any fees or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder, (f) amend this Section 8.1, (g) release any collateral for the obligations of the Borrower hereunder or (h) change or waive any provision of Section 2.17 or any other provision of this Agreement or any other Loan Document requiring pro rata treatment of the Lenders; and provided, further, that (i) no amendment, waiver or consent shall affect the rights or duties of the Agent or the LC Issuing Bank under this Agreement or any Note, unless such amendment, waiver or consent is in writing and signed by

the Agent and the LC Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, (ii) that no amendment, waiver or consent shall change or waive any provision of Section 2.12 or Section 2.16, unless such amendment, waiver or consent is in writing and signed by each Lender directly affected thereby, in addition to the Lenders required above to take such action and (iii) that this Agreement may be amended and restated without the consent of any Lender, the LC Issuing Bank or the Agent if, upon giving effect to such amendment and restatement, such Lender, the LC Issuing Bank or the Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, the LC Issuing Bank or the Agent, as the case may be.

Section 8.2Notices, Etc. All notices and other communications provided for hereunder and under the other Loan Documents shall be in writing (including telecopier, telegraphic, telex or cable communication) and mailed, telecopied, telegraphed, telexed, cabled or delivered, if to the Borrower, at its address at 4902 North Biltmore Lane, Madison, Wisconsin 53718-2132 Attn: Treasurer, or P.O. Box 77007, Madison, Wisconsin 53707-1007 Attn: Treasurer; if to any Bank, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Lender Assignment pursuant to which it became a Lender; and if to the Agent, at its address at One Wachovia Center, Wachovia Bank, National Association, 301 S. College Street, NC-0760, Charlotte, North Carolina 28288-0760, Attention: Shannan Townsend; or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties. All such notices and communications shall, when mailed, telecopied, telegraphed, telexed or cabled, be effective five days after being deposited in the mails, or when delivered to the telegraph company, telecopied, confirmed by telex answerback or delivered to the cable company, respectively, except that notices and communications to the Agent pursuant to ArticlesII or VII shall not be effective until received by the Agent.

Section 8.3No Waiver; Remedies. No failure on the part of any Lender, the LC Issuing Bank or the Agent to exercise, and no delay in exercising, any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 8.4 Costs, Expenses, Taxes and Indemnification.

(a)      The Borrower agrees to pay on demand all costs and expenses of the Agent in connection with the preparation (including, without limitation, printing costs), negotiation, execution, delivery, modification and amendment of this Agreement and the other Loan Documents, and the other documents and instruments to be delivered hereunder and thereunder, including, without limitation, the reasonable fees and out of pocket expenses of counsel for the Agent with respect thereto and with respect to the administration of, and advising the Agent as to its rights and responsibilities under, this Agreement and the other Loan Documents. The Borrower further agrees to pay on demand all costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses of the Agent, the LC Issuing Bank and each Lender), in connection with the enforcement and workout (whether through negotiations, legal

proceedings or otherwise) of this Agreement and the other Loan Documents and the other documents and instruments to be delivered hereunder and thereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.4(a). In addition, the Borrower shall pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Agreement and the other Loan Documents, and the other documents and instruments to be delivered hereunder and thereunder, and agrees to save the Agent, the LC Issuing Bank and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes.

(b)      If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance as a result of a payment or Conversion pursuant to Section 2.5(d), Section 2.9(f), Section 2.10, Section 2.11 or Section 2.13 or acceleration of the maturity of the Advances pursuant to Section 6.1 or for any other reason, the Borrower shall, upon demand by any Lender or the LC Issuing Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or the LC Issuing Bank, as the case may be, any amounts required to compensate such Lender or the LC Issuing Bank for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance.

(c)      The Borrower hereby agrees to indemnify and hold each Lender, the Agent, the LC Issuing Bank and their respective officers, directors, employees, professional advisors and affiliates (each, an “Indemnified Person”) harmless from and against any and all claims, damages, losses, liabilities, costs or expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) which any of them may incur or which may be claimed against any of them by any Person including the Borrower (except for such claims, damages, losses, liabilities, costs and expenses resulting from such Indemnified Person’s gross negligence or willful misconduct):

(i)      by reason of or resulting from the execution, delivery or performance of any of the Loan Documents or any transaction contemplated thereby, or the use by the Borrower of the proceeds of any Advance or the use by the Borrower or any beneficiary of any Letter of Credit of such Letter of Credit;

(ii)      in connection with any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of any of the Loan Documents;

(iii)     in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance (A) at, upon, or under any property of the Borrower or any of its Affiliates or (B) by or on behalf of the Borrower or any of its Affiliates at any time and in any place; or

(iv)     in connection with or resulting from the use by unintended recipients of any information or other materials distributed by it through the internet, SyndTrak or other similar transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(d)      The Borrower’s obligations under this Section 8.4 shall survive the repayment of all amounts owing to the Lenders hereunder and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.4 are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Section 8.5 Right of Set-off.

(a)      Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent by the Majority Lenders specified by Section 6.1 to authorize the Agent to declare all amounts owing hereunder due and payable pursuant to the provisions of Section 6.1, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under any Loan Document, irrespective of whether or not such Lender shall have made any demand under such Loan Document and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set off and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.

(b)      The Borrower agrees that it shall have no right of set-off, deduction or counterclaim in respect of its obligations hereunder, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower’s rights to any independent claim that the Borrower may have against the Agent, the LC Issuing Bank or any Lender for the Agent’s, the LC Issuing Bank’s or such Lender’s, as the case may be, gross negligence or willful misconduct; provided that no Lender shall be liable for the conduct of the Agent, the LC Issuing Bank or any other Lender; provided, further, that the Agent shall not be liable for the conduct of any Lender or the LC Issuing Bank, and the LC Issuing Bank shall not be liable for the conduct of any Lender or the Agent; provided, however that none of the Agent, any Lender or the LC Issuing Bank shall be liable to the Borrower for any amounts representing indirect, special, consequential or punitive damages suffered by the Borrower.

Section 8.6Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and the Agent and when the Agent shall have been notified in writing by each Bank that such Bank has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Agent, the LC Issuing Bank and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

Section 8.7 Assignments and Participations.

(a)      Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit and the Note or Notes (if any) held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan Documents, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender), (iii) the Agent, the LC Issuing Bank and, so long as no Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed), and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Register. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Lender Assignment, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Lender Assignment, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of a Lender Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto, but shall continue to be entitled to the benefits of Section 2.12(a), Section 2.12(b), Section 2.16, and Section 8.4 with respect to facts and circumstances occurring prior to the effective date of such assignment). Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time, with notice to the Borrower, the Agent and the LC Issuing Bank, assign all or any portion of the Advances owing to it to any other Lender or any Affiliate of a Lender. No such assignment, other than to an Eligible Assignee, a Lender or an Affiliate of a Lender, shall release the assigning Lender from its obligations hereunder.

(b)      By executing and delivering a Lender Assignment, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Lender Assignment, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other instrument or document furnished pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of each Loan Document,

together with copies of the financial statements referred to in Section 4.1(f)) hereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Lender Assignment; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

(c)      The Agent shall maintain at its address referred to in Section 8.2 a copy of each Lender Assignment delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Advances owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d)      Upon its receipt of a Lender Assignment executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with any Note or Notes (if any) subject to such assignment, the Agent shall, if such Lender Assignment has been completed and is in substantially the form of Exhibit 8.7 hereto, (i) accept such Lender Assignment, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower.

(e)      Each Lender may sell participations to one or more banks, financial institutions or other entities in all or a portion of its rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit and the Note or Notes (if any) held by it); provided, however, that (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note (if any) for all purposes of this Agreement, and (iv) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

(f)      Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 8.7, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree, in accordance with the terms of

Section 8.8, to preserve the confidentiality of any Confidential Information relating to the Borrower received by it from such Lender.

(g)      If any Lender (or any bank, financial institution, or other entity to which such Lender has sold a participation) shall (i) make any demand for payment under Section 2.8 or Section 2.12 or (ii) give notice to the Agent pursuant to Section 2.13, then within 30 days after any such demand or occurrence (if, but only if, in the case of any demanded payment described in clause (i), such demanded payment has been made by the Borrower), the Borrower may, with the approval of the Agent and the LC Issuing Bank (which approval shall not be unreasonably withheld), and provided that no Event of Default or Unmatured Default shall then have occurred and be continuing, demand that such Lender assign in accordance with this Section 8.7 to one or more Eligible Assignees designated by the Borrower all (but not less than all) of such Lender’s Commitment, its participations in Letters of Credit and the Advances owing to it within the period ending on the later to occur of (x) the last day in the 30-day period described above and (y) the last day of the longest of the then-current Interest Periods for such Advances. If any such Eligible Assignee designated by the Borrower shall fail to consummate such assignment on terms acceptable to such Lender, or if the Borrower shall fail to designate any such Eligible Assignees for all or part of such Lender’s Commitment or Advances, then such demand by the Borrower shall become ineffective; it being understood for purposes of this Section 8.7(g) that such assignment shall be conclusively deemed to be on terms acceptable to such Lender, and such Lender shall be compelled to consummate such assignment to an Eligible Assignee designated by the Borrower, if such Eligible Assignee (1) shall agree to such assignment by entering into a Lender Assignment with such Lender and (2) shall offer compensation to such Lender in an amount equal to all amounts then owing by the Borrower to such Lender hereunder, whether for principal, interest, fees, costs or expenses (other than the demanded payment referred to above and payable by the Borrower as a condition to the Borrower’s right to demand such assignment), or otherwise.

(h)      Anything in this Section 8.7 to the contrary notwithstanding, any Lender may assign and pledge all or any portion of its Commitment and the Advances owing to it to any Federal Reserve Bank (and its transferees) as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder.

(i)      Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) of such Granting Lender identified as such in writing from time to time by the Granting Lender to the Agent, the LC Issuing Bank and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any such SPC to make any Advance, (ii) if such SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof and (iii) no SPC or Granting Lender shall be entitled to receive any greater amount pursuant to Section 2.12 or Section 8.4 than the Granting Lender would have been entitled to receive had the Granting Lender not otherwise granted such SPC the option to provide any Advance to the Borrower. The making of an Advance by an SPC

hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would otherwise be liable so long as, and to the extent that, the related Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against or join any other person in instituting against such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. Notwithstanding the foregoing, the Granting Lender unconditionally agrees to indemnify the Borrower, the LC Issuing Bank, the Agent and each Lender against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be incurred by or asserted against the Borrower, the LC Issuing Bank, the Agent or such Lender, as the case may be, in any way relating to or arising as a consequence of any such forbearance or delay in the initiation of any such proceeding against its SPC. Each party hereto hereby acknowledges and agrees that no SPC shall have the rights of a Lender hereunder, such rights being retained by the applicable Granting Lender. Accordingly, and without limiting the foregoing, each party hereby further acknowledges and agrees that no SPC shall have any voting rights hereunder and that the voting rights attributable to any Advance made by an SPC shall be exercised only by the relevant Granting Lender and that each Granting Lender shall serve as the administrative agent and attorney-in-fact for its SPC and shall on behalf of its SPC receive any and all payments made for the benefit of such SPC and take all actions hereunder to the extent, if any, such SPC shall have any rights hereunder. In addition, notwithstanding anything to the contrary contained in this Agreement any SPC may (i) with notice to, but without the prior written consent of any other party hereto, assign all or a portion of its interest in any Advances to the Granting Lender and (ii) disclose on a confidential basis any information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 8.7(i) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Advance is being funded by an SPC at the time of such amendment.

Section 8.8Confidentiality. In connection with the negotiation and administration of this Agreement and the other Loan Documents, the Borrower has furnished and will from time to time furnish to the Agent, the LC Issuing Bank and the Lenders (each, a “Recipient”) written information which is identified to the Recipient in writing, when delivered, as confidential (such information, other than any such information which (i) as publicly available, or otherwise known to the Recipient, at the time of disclosure, (ii) subsequently becomes publicly available other than through any act or omission by the Recipient or (iii) otherwise subsequently becomes known to the Recipient other than through a Person whom the Recipient knows to be acting in violation of his or its obligations to the Borrower, being hereinafter referred to as “Confidential Information”). The Recipient will maintain the confidentiality of any Confidential Information in accordance with such procedures as the Recipient applies generally to information of that nature. It is understood, however, that the foregoing will not restrict the Recipient’s ability to freely exchange such Confidential Information with its Affiliates or with current or prospective participants in or assignees of, or any current or prospective counterparty (or its advisors) to any swap, securitization or derivative transaction relating to, the Recipient’s position herein, but the

Recipient’s ability to so exchange Confidential Information shall be conditioned upon any such Affiliate’s or prospective participant’s or assignee’s or counterparty’s entering into an understanding as to confidentiality similar to this provision. It is further understood that the foregoing will not prohibit the disclosure of any or all Confidential Information if and to the extent that such disclosure may be required (i) by a regulatory agency or otherwise in connection with an examination of the Recipient’s records by appropriate authorities, (ii) pursuant to court order, subpoena or other legal process or in connection with any pending or threatened litigation, (iii) otherwise as required by law, or (iv) in order to protect its interests or its rights or remedies hereunder or under the other Loan Documents; in the event of any required disclosure under clause (ii) or (iii) above, the Recipient agrees to use reasonable efforts to inform the Borrower as promptly as practicable.

Section 8.9WAIVER OF JURY TRIAL. THE AGENT, THE LC ISSUING BANK, THE LENDERS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE AGENT, THE LC ISSUING BANK, SUCH LENDERS OR THE BORROWER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENT, THE LC ISSUING BANK AND THE LENDERS ENTERING INTO THIS AGREEMENT.

Section 8.10Governing Law. This Agreement and the other Loan Documents shall be governed by, and construed in accordance with, the laws of the State of New York; provided that each Letter of Credit shall be governed by, and construed in accordance with, the laws or rules designated in such Letter of Credit or application therefor or, if no such laws or rules are designated, the International Standby Practices of the International Chamber of Commerce, as in effect from time to time (the “ISP”), and, as to matters not governed by the ISP, the laws of the State of New York. The Borrower, each Lender, the LC Issuing Bank and the Agent (i) irrevocably submits to the non-exclusive jurisdiction of any New York State court or Federal court sitting in New York City in any action arising out of any Loan Document, (ii) agrees that all claims in such action may be decided in such court, (iii) waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum and (iv) consents to the service of process by mail, provided that a copy shall be promptly sent by overnight courier to Foley & Lardner LLP, U.S. Bank Center, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202-5367, Attention: Emory Ireland, Esq. A final judgment in any such action shall be conclusive and may be enforced in other jurisdictions. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court.

Section 8.11Relation of the Parties; No Beneficiary. No term, provision or requirement, whether express or implied, of any Loan Document, or actions taken or to be taken by any party thereunder, shall be construed to create a partnership, association, or joint venture between such parties or any of them. No term or provision of the Loan Documents shall be construed to confer a benefit upon, or grant a right or privilege to, any Person other than the parties thereto.

Section 8.12Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 8.13Severability. To the extent any provision of this Agreement is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction.

Section 8.14Disclosure of Information. The Borrower agrees and consents to the Agent’s and the Joint Arrangers’ disclosure of information relating to this transaction to Gold Sheets and other similar bank trade publications. Such information will consist of deal terms and other information customarily found in such publications.

Section 8.15USA Patriot Act Notice. Each Lender that is subject to the PATRIOT Act and the Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Agent, as applicable, to identify the Borrower in accordance with the PATRIOT Act.

Section 8.16Entire Agreement. This Agreement, together with any Note, the Fee Letters and any other agreements, instruments and other documents required to be executed and delivered in connection herewith, represents the entire agreement of the parties hereto and supersedes all prior agreements and understandings of the parties with respect to the subject matter covered hereby.

[Signatures to Follow]

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:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent, LC Issuing Bank and as Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

BARCLAYS BANK PLC, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

JPMORGAN CHASE BANK, N.A., as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

ABN AMRO, N.V., as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

BANK OF AMERICA, N.A., as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

THE BANK OF NEW YORK, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

CITIBANK, N.A., as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

KEYBANK NATIONAL ASSOCIATION, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

MERRILL LYNCH BANK USA, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

UBS LOAN FINANCE LLC, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

MIZUHO CORPORATE BANK, LTD., as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

LEHMAN BROTHERS BANK, FSB, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

SCHEDULE I

ALLIANT ENERGY CORPORATION

Amended and Restated Five Year Credit Agreement, dated as of August 3, 2005, among Alliant Energy Corporation, as Borrower, the Banks named therein and Wachovia, National Association, as Agent and LC Issuing Bank        

Name of Lender	Commitment	Domestic Lending Office	Eurodollar Lending Office
Wachovia Bank, National Association	$10,423,076.93	201 S. College St. CP-8 NC-0680 Attention: Brad Riggenbach Tel: 704-715-8946 Fax: 704-383-0288 Email: bradley.riggenbach@wachovia.com	Same as Domestic Lending Office
Barclays Bank PLC	$10,423,076.93	222 Broadway New York, NY 10038 Attention: Erik Hoffman Tel: 212-412-3709 Fax: 212-412-5305 Email: erik.hoffman@barcap.com	Same as Domestic Lending Office
The Bank of Tokyo-Mitsubishi, Ltd. Chicago Branch	$8,076,923.08	Harborside Financial Center 500 Plaza 3 Jersey City, NJ 07311 Attention: Jimmy Yu Tel: 201-413-8566 Fax: 201-521-2335 Email: jyu@btmna.com	Same as Domestic Lending Office
JPMorgan Chase Bank, N.A.	$7,692,307.69	1111 Fannin Street, Floor 10 Houston, TX 77002 Attention: Fran Camero Tel: 713-750-2200 Fax: 713-750-2782   Email: fran.camero@jpmorgan.com	Same as Domestic Lending Office
ABN AMRO Bank N.V.	$7,692,307.69	540 West Madison Street Suite 2100 Chicago, IL 60661 Attention: Loan Administration Tel: 312-992-5150 Fax: 312-992-5155 Email: cpu.team.b@abnamro.com	Same as Domestic Lending Office
Bank of America, N.A.	$7,692,307.69	901 Main St. TX1-492-14-05 Dallas, TX 75202 Attention: Jackie Archuleta Tel: 214-209-4111 Fax: 214-290-9422 Email: jacqueline.archuleta@bankofamerica.com	Same as Domestic Lending Office
Wells Fargo Bank, N.A.	$7,692,307.69	201 Third St. MAC 0187-081 San Francisco, CA 94103 Attention: Neva Moritani Tel: 415-477-5374 Fax: 415-979-0675 Email:	Same as Domestic Lending Office

The Bank of New York	$5,692,307.69	One Wall Street (19th Floor) New York, NY 10286 Attention: Lisa Williams Tel: 212-685-7585 Fax: 212-685-7552 Email: lwilliams@bankofny.com	Same as Domestic Lending Office
Citibank N.A.	$5,692,307.69	Two Penn’s Way Suite 200 New Castle, DE 19720 Attention: Karen Riley Tel: 302-894-6084 Fax: 302-894-6120 Email: Karen.riley@citigroup.com	Same as Domestic Lending Office
KeyBank National Association	$5,692,307.69	127 Public Square OH-01-27-0847 Cleveland, OH 44114 Attention: Yvette Dyson-Owens Tel: 216 689 4358 Fax: 216-689-4981 Email: Yvette_Dyson-Owens@keybank.com	Same as Domestic Lending Office
Merrill Lynch Bank USA	$5,692,307.69	15 W. South Temple Suite 300 Salt Lake City, UT 84101 Attention: David Millett Tel: 801-526-8312 Fax: 801-933-8641 Email: David_Millett@ml.com	Same as Domestic Lending Office
UBS Loan Finance LLC	$5,692,307.69	677 Washington Blvd. Stamford, CT 06901 Attention: Christopher Aitkin Tel: 203-719-3845 Fax: 203-719-3888 Email: christopher.aitkin@ubs.com	Same as Domestic Lending Office
Mizuho Corporate Bank, Ltd.	$4,615,384.61	1800 Plaza Ten Jersey City, NJ 07311 Attention: Pamela Chen Tel: 201-626-9302 Fax: 201-626-9942 Email: Pamela.chen@mizuhocbus.com	Same as Domestic Lending Office
Lehman Brothers Bank, FSB	$4,153,846.16	745 7th Avenue 16th Floor New York, NY 10019 Attention: Michael Herr Tel: 212-526-6560 Fax: 212-520-0450 Email: mherr@lehman.com	Same as Domestic Lending Office
Australia and New Zealand Banking Group Limited	$3,076,923.08	1177 Avenue of the Americas 6th Floor New York, NY 10036 Attention: Doreen Klingenbeck Tel: 212-801-9726 Fax: 212-536-4826 Email: dklingen@anz.com	Same as Domestic Lending Office
TOTAL	$100,000,000.00

SCHEDULE II

EXISTING LIENS

Liens in favor of wholly owned Subsidiaries.

Fuel Lease, dated as of August 21, 1973, between Arnold Fuel, Inc., as lessor, and Iowa Electric Light and Power Company, as lessee, as amended from time to time.

$6,000,000 cash collateral debt service reserve securing payment obligations of Alliant Energy Neenah, LLC.

Lien securing payment on redeemable preference shares granted by Alliant Energy New Zealand Limited in favor of Arawata Finance Limited.

Property pledged as security for any of the following bond issues:

Pollution Control Facility Revenue Refunding Bonds (Interstate Power and Light Company Project) Series 2005, issued by the Iowa Finance Authority

Variable/Fixed Rate Demand Pollution Control Refunding Revenue Bonds, Series 1998, issued by the City of Chillicothe, Iowa

Pollution Control Refunding Revenue Bonds, Series 1994B, issued by the City of Clinton, Iowa

Variable/Fixed Rate Demand Pollution Control Refunding Revenue Bonds, Series 1998 (Dubuque), issued by the City of Dubuque, Iowa

Variable/Fixed Rate Demand Pollution Control Refunding Revenue Bonds, Series 1998 (Lansing), issued by the City of Lansing, Iowa

Variable/Fixed Rate Demand Pollution Control Refunding Revenue Bonds, Series 1999 (Sherburn), issued by the City of Sherburn, Minnesota

SCHEDULE III

LIST OF INDENTURES

The following indentures, as amended and supplemented from time to time:

Indenture of Mortgage or Deed of Trust dated August 1, 1941, between Wisconsin Power and Light Company and First Wisconsin Trust Company (n/k/a U.S. Bank National Association) and George B. Luhman (Richard H. Prokosch, Successor), as Trustees.

Indenture, dated as of June 20, 1997, between Wisconsin Power and Light Company and Firstar Trust Company (n/k/a U.S. Bank National Association), as Trustee, relating to debt securities.

Indenture of Mortgage and Deed of Trust, dated as of September 1, 1993, between Interstate Power and Light Company (formerly Iowa Electric Light and Power Company) and the First National Bank of Chicago (J.P. Morgan Chase Bank, successor), as Trustee.

Indenture of Mortgage and Deed of Trust, dated as of August 1, 1940, between Interstate Power and Light Company (formerly Iowa Electric Light and Power Company) and the First National Bank of Chicago (J.P. Morgan Chase Bank, successor), Trustee.

Indenture (for Senior Unsecured Debt Securities), dated as of August 1, 1997, between Interstate Power and Light Company (formerly IES Utilities Inc.) and The First National Bank of Chicago (J.P. Morgan Chase Bank, successor), as Trustee.

Indenture, dated as of January 1, 1948, by and between Interstate Power and Light Company (successor to Interstate Power Company) and JP Morgan Chase Bank and James P. Freeman, (Successor Trustees to The Chase National Bank of the City of New York and Carl E. Buckley).

Indenture, dated as of November 4, 1999, among Alliant Energy Resources, Inc., Alliant Energy Corporation, as Guarantor, and Firstar Bank, N.A. (n/k/a U.S. Bank National Association), as Trustee.

Indenture (for Senior Unsecured Debt Securities), dated as of August 20, 2003, between Interstate Power and Light Company and Bank One Trust Company, National Association (J.P. Morgan Chase Bank, successor), as Trustee.

EX-4

Exhibit 4.5

$250,000,000

AMENDED AND RESTATED

FIVE YEAR

CREDIT AGREEMENT

Dated as of August 3, 2005

Among

WISCONSIN POWER AND LIGHT COMPANY

as Borrower

THE BANKS NAMED HEREIN

as Banks

and

WACHOVIA BANK, NATIONAL ASSOCIATION

as Administrative Agent and LC Issuing Bank

BARCLAYS BANK PLC

as Syndication Agent

WACHOVIA CAPITAL MARKETS, LLC

and

BARCLAYS CAPITAL

Joint Lead Arrangers and Joint Bookrunners

BANK OF AMERICA, N.A.,

JPMORGAN CHASE BANK, N.A.

and

WELLS FARGO BANK, N.A.

as Documentation Agents

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.1	Certain Defined Terms	2
Section 1.2	Computation of Time Periods	15
Section 1.3	Computations of Outstandings	15
Section 1.4	Accounting Terms	15

ARTICLE II

AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT

Section 2.1	The Advances	16
Section 2.2	Making the Advances	16
Section 2.3	Letters of Credit	17
Section 2.4	Fees	20
Section 2.5	Changes in the Commitments	21
Section 2.6	Repayment of Advances	21
Section 2.7	Interest on Advances	21
Section 2.8	Additional Interest on Eurodollar Rate Advances	22
Section 2.9	Interest Rate Determination	22
Section 2.10	Voluntary Conversion of Advances	24
Section 2.11	Optional Prepayments of Advances	24
Section 2.12	Increased Costs	24
Section 2.13	Illegality	25
Section 2.14	Payments and Computations	26
Section 2.15	Noteless Agreement; Evidence of Indebtedness	27
Section 2.16	Taxes	27
Section 2.17	Sharing of Payments, Etc.	29
Section 2.18	Extension of Termination Date	29

ARTICLE III

CONDITIONS TO EXTENSIONS OF CREDIT

Section 3.1	Conditions Precedent to Amendment Effective Date	31
Section 3.2	Conditions Precedent to Each Extension of Credit	32
Section 3.3	Conditions Precedent to Extensions of Credit On or After Any Trigger Date	33
Section 3.4	Reliance on Certificates	34

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.1 Representations and Warranties of the Borrower 35 

ARTICLE V

COVENANTS OF THE BORROWER

Section 5.1	Affirmative Covenants	37
Section 5.2	Negative Covenants	41

ARTICLE VI

EVENTS OF DEFAULT

Section 6.1	Events of Default	45
Section 6.2	Cash Collateral Account	48

ARTICLE VII

THE AGENT

Section 7.1	Authorization and Action	48
Section 7.2	Agent’s Reliance, Etc.	49
Section 7.3	Wachovia and Affiliates	49
Section 7.4	Lender Credit Decision	50
Section 7.5	Indemnification	50
Section 7.6	Successor Agent	50
Section 7.7	Delegation of Duties	51
Section 7.8	No Other Duties, Etc.	51
Section 7.9	LC Issuing Bank	51

ARTICLE VIII

MISCELLANEOUS

Section 8.1	Amendments, Etc.	51
Section 8.2	Notices, Etc.	52
Section 8.3	No Waiver; Remedies	52
Section 8.4	Costs, Expenses, Taxes and Indemnification	53
Section 8.5	Right of Set-off	54
Section 8.6	Binding Effect	55
Section 8.7	Assignments and Participations	55
Section 8.8	Confidentiality	59
Section 8.9	WAIVER OF JURY TRIAL	59
Section 8.10	Governing Law	59

Section 8.11	Relation of the Parties; No Beneficiary	60
Section 8.12	Execution in Counterparts	60
Section 8.13	Severability	60
Section 8.14	Disclosure of Information	60
Section 8.15	USA Patriot Act Notice	60
Section 8.16	Entire Agreement	61

EXHIBITS AND SCHEDULES

Exhibit 1.1	-	Form of Note
Exhibit 2.2(a)	-	Form of Notice of Borrowing
Exhibit 2.3	-	Form of Request for Issuance
Exhibit 2.10	-	Form of Notice of Conversion
Exhibit 3.1(a)(viii)-1	-	Form of Opinion of Foley & Lardner LLP
Exhibit 3.1(a)(viii)-2	-	Form of Opinion of In-house Counsel
Exhibit 8.7	-	Form of Lender Assignment
Schedule I	-	Commitment Schedule
Schedule II	-	Existing Liens
Schedule III	-	Existing Debt

AMENDED AND RESTATED

FIVE YEAR CREDIT AGREEMENT

Dated as of August 3, 2005

THIS AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT (this “Agreement”) is made by and among:

(i)	WISCONSIN POWER AND LIGHT COMPANY, a Wisconsin corporation (the “Borrower”),
(ii)	the banks (the “Banks”) listed on the signature pages hereof and the other Lenders (as hereinafter defined) from time to time party hereto, and
(iii)	WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as administrative agent (the “Agent”) for the Lenders hereunder and as the issuer of Letters of Credit (as hereinafter defined) (the “LC Issuing Bank”).

PRELIMINARY STATEMENTS

(1)      The Borrower has entered into a Five Year Credit Agreement, dated as of July 26, 2004 (such agreement, as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Facility”) with Wachovia, as administrative agent, Barclays Bank PLC, as syndication agent and the other lenders and agents party thereto.

(2)      The Borrower has requested that the parties to the Existing Facility amend and restate the terms of the Existing Facility, and replace the extensions of credit thereunder (including the advances and letters of credit governed by the terms of the Existing Facility), with this Agreement.

(3)      The parties hereto agree that from and after the effectiveness of this Agreement, the obligations under the Existing Facility, including the terms of the extensions of credit outstanding thereunder, shall be continued as, and evidenced by, the Advances, Letters of Credit, this Agreement and other Loan Documents.

(4)      The Lenders have indicated their willingness to continue extensions of credit under the Existing Facility as Advances and Letters of Credit hereunder, and make additional Advances and continue existing or issue additional Letters of Credit on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.1     Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Advance” means an advance by a Lender to the Borrower as part of a Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance, each of which shall be a “Type”of Advance.

“Affected Lender” has the meaning assigned to that term in Section2.13.

“Affected Lender Advance” has the meaning assigned to that term in Section2.13.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by, or under direct or indirect common control with such Person. A Person shall be deemed to control another entity if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.

“Agent” has the meaning assigned to that term in the Preamble to this Agreement.

“Alternate Base Rate” means a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall at all times be equal to the higher of:

(i) the rate of interest announced publicly by Wachovia or from time to time, as its corporate base rate or prime rate of interest; and

(ii) 1/2 of one percent per annum above the Federal Funds Rate.

Each change in the Alternate Base Rate shall take effect concurrently with any change in such base rate or prime rate or the Federal Funds Rate.

“Amendment Effective Date” means the day upon which each of the applicable conditions precedent enumerated in Section3.1 shall be fulfilled to the satisfaction of, or waived with the consent of, the Lenders, the Agent, the LC Issuing Bank and the Borrower. All transactions contemplated herein shall take place on a Business Day on or prior to August 3, 2005, or such later Business Day as the parties hereto may mutually agree.

“Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base Rate Advance and such Lender’s Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

“Applicable Margin” means, for any Eurodollar Rate Advance or Base Rate Advance, (i) on any date the Utilization Percentage equals or is less than 50%, the number of basis points set

forth below in the columns identified as Level 1, Level 2, Level 3, Level 4, Level 5 or Level 6 below, opposite the Eurodollar Rate or the Base Rate, as applicable, and (ii) on any date the Utilization Percentage exceeds 50%, the number of basis points set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4, Level 5 or Level 6 below, opposite the Utilized Eurodollar Rate or the Utilized Base Rate, as applicable.

	LEVEL 1	LEVEL 2	LEVEL 3		LEVEL 4		LEVEL 5	LEVEL 6
BASIS FOR PRICING	Reference Ratings At Least A By S&P or A2 By Moody’s.	Reference Ratings Less Than Level 1 But At Least A- By S&P or A3 By Moody’s.	Reference Ratings Less Than Level 2 But At Least BBB+ By S&P or Baa1 By Moody’s.		Reference Ratings Less Than Level 3 But At Least BBB By S&P or Baa2 By Moody’s.		Reference Ratings Less Than Level 4 But At Least BBB- By S&P or Baa3 By Moody’s.	Reference Ratings Less Than Level 5*
Basis Points Per Annum
Eurodollar Rate	23.0	27.5		35.0	42.5	57.5		77.5
Base Rate	0	0		0	0	0		0
Utilized Eurodollar Rate	33.0	37.5		45.0	52.5	67.5		87.5
Utilized Base Rate	10.0	10.0		10.0	10.0	10.0		10.0

* or unrated

The Applicable Margin will be based upon the Level that corresponds to the Reference Ratings at the time of determination, subject, however, to the following: if the Reference Ratings assigned by S&P and Moody’s do not fall within the same Level on the grid above (i.e., a “split rating”) and: (i) the difference consists of one Level, the Applicable Margin will be based upon the Level that corresponds to the higher of such Reference Ratings, or (ii) the difference consists of two or more Levels, the Applicable Margin will be based upon the Level that corresponds to a notional Reference Rating that falls at the midpoint between the actual Reference Ratings (or if no Reference Rating on the grid above corresponds to such midpoint, the next higher Reference Rating), unless, in the case of clause (i) or (ii) above, either Reference Rating is below BBB- (in the case of S&P) or Baa3 (in the case of Moody’s) or the applicable debt securities are, or the Borrower is, as applicable, unrated, in which case the Applicable Margin will be based upon Level 6. Any change in the Applicable Margin resulting from a change in the Reference Ratings shall be effective, as to any Advance, as of the date on which the applicable rating agency announces the applicable change in ratings.

“Applicable Rate” means:

(i)      in the case of each Base Rate Advance, a rate per annum equal at all times to the sum of the Alternate Base Rate in effect from time to time plus the Applicable Margin in effect from time to time; and

(ii)      in the case of each Eurodollar Rate Advance comprising part of the same Borrowing, a rate per annum during each Interest Period equal at all times to the sum of the

Eurodollar Rate for such Interest Period plus the Applicable Margin in effect from time to time during such Interest Period.

“Available Commitment” means, for each Lender at any time on any day, the unused portion of such Lender’s Commitment, computed after giving effect to all Extensions of Credit made or to be made on such day, the application of proceeds therefrom, all prepayments and repayments of Advances made on such day and all reductions in the LC Outstandings made on such day.

“Available Commitments” means the aggregate of the Lenders’ Available Commitments hereunder.

“Bankruptcy Event” means the occurrence of any actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code.

“Banks” has the meaning assigned to that term in the Preamble to this Agreement.

“Barclays Fee Letter” means the letter agreement, dated June 30, 2005, among the Parent, the Borrower, IPL, Barclays Bank PLC and Barclays Capital.

“Base Rate Advance” means an Advance that bears interest as provided in Section2.7(a).

“Borrower” has the meaning assigned to that term in the Preamble to this Agreement.

“Borrowing” means a borrowing consisting of simultaneous Advances of the same Type, having the same Interest Period and ratably made or Converted on the same day by each of the Lenders pursuant to Section2.2 or Section2.10, as the case may be. All Advances of the same Type, having the same Interest Period and made or Converted on the same day shall be deemed a single Borrowing hereunder until repaid or next Converted.

“Business Day” means a day of the year on which banks are not required or authorized to close in New York City, Charlotte, North Carolina or Madison, Wisconsin and, if the applicable Business Day relates to any Eurodollar Rate Advance, on which dealings are carried on in the London interbank market.

“Capitalized Lease Obligations” means obligations to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real and/or personal property which obligation is required to be classified and accounted for as a capital lease on a balance sheet prepared in accordance with GAAP, and for purposes hereof the amount of such obligations shall be the capitalized amount determined in accordance with such principles.

“Cash and Cash Equivalents” means, with respect to any Person, the aggregate amount of the following, to the extent owned by such Person free and clear of all Liens, encumbrances and rights of others and not subject to any judicial, regulatory or other legal constraint: (i) cash on hand; (ii) Dollar demand deposits maintained in the United States with any commercial bank and Dollar time deposits maintained in the United States with, or certificates of deposit having a maturity of one year or less issued by, any commercial bank which has an office in the United

States and which has a combined capital and surplus of at least $100,000,000; (iii) eurodollar time deposits maintained in the United States with, or eurodollar certificates of deposit having a maturity of one year or less issued by, any commercial bank having outstanding unsecured indebtedness that is rated (on the date of acquisition thereof) A- or better by S&P or A3 or better by Moody’s (or an equivalent rating by another nationally-recognized credit rating agency of similar standing if neither of such corporations is then in the business of rating unsecured bank indebtedness); (iv) direct obligations of, or unconditionally guaranteed by, the United States and having a maturity of one year or less; (v) commercial paper rated (on the date of acquisition thereof) A-1 or P-1 or better by S&P or Moody’s, respectively (or an equivalent rating by another nationally-recognized credit rating agency of similar standing if neither of such corporations is then in the business of rating commercial paper), and having a maturity of one year or less; (vi) obligations with any Lender or any other commercial bank in respect of the repurchase of obligations of the type described in clause (iv) above, provided that such repurchase obligations shall be fully secured by obligations of the type described in said clause (iv) and the possession of such obligations shall be transferred to, and segregated from other obligations owned by, such Lender or such other commercial bank; and (vii) preferred stock of any Person that is rated A- or better by S&P or A3 or better by Moody’s (or an equivalent rating by another nationally-recognized credit rating agency of similar standing if neither of such corporations is then in the business of rating preferred stock of entities engaged in such businesses).

“Cash Collateral Account” has the meaning assigned to that term in Section6.2.

“Commitment”means, for each Lender, the obligation of such Lender to make Advances to the Borrower and to participate in the reimbursement obligations of the Borrower in respect of Letters of Credit in an amount no greater than the amount set forth on Schedule I hereto or, if such Lender has entered into one or more Lender Assignments, set forth for such Lender in the Register maintained by the Agent pursuant to Section8.7(c), in each such case as such amount may be reduced from time to time pursuant to Section2.5.

“Commitments” means the total of the Lenders’ Commitments hereunder.

“Confidential Information” has the meaning assigned to that term in Section8.8.

“Consent Date” has the meaning assigned to that term in Section2.18(a).

“Consenting Lender” has the meaning assigned to that term in Section2.18(a).

“Consolidated Capital” means, with respect to any Person, at any date of determination, the sum of (i) Consolidated Debt of such Person, (ii) consolidated equity of the common stockholders of such Person and its Consolidated Subsidiaries, (iii) consolidated equity of the preference stockholders of such Person and its Consolidated Subsidiaries and (iv)  consolidated equity of the preferred stockholders of such Person and its Consolidated Subsidiaries, in each case determined at such date in accordance with GAAP.

“Consolidated Debt” means, with respect to any Person, without duplication, at any date of determination, the aggregate Debt of such Person and its Consolidated Subsidiaries

determined on a consolidated basis in accordance with GAAP, but shall not include Nonrecourse Debt of the Borrower or any of its Subsidiaries.

“Consolidated Subsidiary” means, with respect to any Person, any Subsidiary of such Person whose accounts are or are required to be consolidated with the accounts of such Person in accordance with GAAP.

“Convert”, “Conversion” and “Converted” each refers to a conversion of Advances of one Type into Advances of another Type, or to the selection of a new, or the renewal of the same, Interest Period for Advances, as the case may be, pursuant to Section2.9 or Section2.10.

“Debenture Indenture” means that certain Indenture, dated as of June 20, 1997, between the Borrower and Firstar Trust Company (n/k/a U.S. Bank, National Association), as Trustee, as amended or supplemented from time to time.

“Debt” means, for any Person, any and all indebtedness, liabilities and other monetary obligations of such Person (i) for borrowed money or evidenced by bonds, debentures, notes or other similar instruments, (ii) to pay the deferred purchase price of property or services (except trade accounts payable arising and repaid in the ordinary course of business), (iii) Capitalized Lease Obligations, (iv) under reimbursement or similar agreements with respect to letters of credit (other than trade letters of credit) issued to support indebtedness or obligations of such Person or of others of the kinds referred to in clauses (i) through (iii) above and clause (v) below, (v) reasonably quantifiable obligations under direct guaranties or indemnities, or under support agreements, in respect of, and reasonably quantifiable obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, or to assure an obligee against failure to make payment in respect of, indebtedness or obligations of others of the kinds referred to in clauses (i) through (iv) above, and (vi) in respect of unfunded vested benefits under Plans. In determining Debt for any Person, there shall be included accrued interest on the principal amount thereof to the extent such interest has accrued for more than six months.

“Default Rate” means (i) with respect to the unpaid principal of or interest on any Advance, the greater of (A) 2% per annum above the Applicable Rate in effect from time to time for such Advance and (B) 2% per annum above the Applicable Rate in effect from time to time for Base Rate Advances and (ii) with respect to any other unpaid amount hereunder, 2% per annum above the Applicable Rate in effect from time to time for Base Rate Advances.

“Dollars” and the sign “$” each means lawful money of the United States.

“Domestic Lending Office” means, with respect to any Lender, the office or affiliate of such Lender specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the Lender Assignment pursuant to which it became a Lender, or such other office or affiliate of such Lender as such Lender may from time to time specify in writing to the Borrower and the Agent.

“Eligible Assignee” means (i) a commercial bank or trust company organized under the laws of the United States, or any State thereof; (ii) a commercial bank organized under the laws of any other country that is a member of the OECD, or a political subdivision of any such

country, provided that such bank is acting through a branch or agency located in the United States; (iii) the central bank of any country that is a member of the OECD; and (iv) any other commercial bank or other financial institution engaged generally in the business of extending credit or purchasing debt instruments; provided, however, that (A) any such Person shall also (1) have outstanding unsecured indebtedness that is rated A- or better by S&P or A3 or better by Moody’s (or an equivalent rating by another nationally-recognized credit rating agency of similar standing if neither of such rating agencies is then in the business of rating unsecured indebtedness of entities engaged in such businesses) or (2) have combined capital and surplus (as established in its most recent report of condition to its primary regulator) of not less than $250,000,000 (or its equivalent in foreign currency), and (B) any Person described in clause (ii), (iii) or (iv) above shall, on the date on which it is to become a Lender hereunder, (x) be entitled to receive payments hereunder without deduction or withholding of any United States Federal income taxes (as contemplated by Section2.16) and (y) not be incurring any losses, costs or expenses of the type for which such Person could demand payment under Section2.12.

“Equity Interests” means, (i) with respect to a corporation, shares of capital stock of such corporation or any other interest convertible or exchangeable into any such interest, (ii) with respect to a limited liability company, a membership interest in such company, (iii) with respect to a partnership, a partnership interest in such partnership, and (iv) with respect to any other Person, an interest in such Person analogous to interests described in clauses (i) through (iii).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means, with respect to any Person, any trade or business (whether or not incorporated) which is a member of a group of which such Person is a member and which is under common control within the meaning of the regulations under Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 or Section 4001 of ERISA, in each case, as amended from time to time.

“ERISA Event” means (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, unless the 30-day notice requirement with respect thereto has been waived by the PBGC; (ii) the provision by the administrator of any Plan of notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (iii) the cessation of operations at a facility in the circumstances described in Section 4062(e) of ERISA; (iv) the withdrawal by the Parent or an ERISA Affiliate of the Parent from a Multiple Employer Plan or a Multiemployer Plan during a plan year for which it was a “substantial employer”, as defined in Section 4001(a)(2) of ERISA; (v) the failure by the Parent or an ERISA Affiliate of the Parent to make a payment to a Plan required under Section 302(f)(1) of ERISA, which failure results in the imposition of a lien for failure to make required payments; (vi) the adoption of an amendment to a Plan requiring the provision of security to such Plan, pursuant to Section 307 of ERISA; or (vii) the institution by the PBGC of proceedings to terminate a Plan, pursuant to Section 4042 of ERISA, or the occurrence of any event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, a Plan.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Eurodollar Lending Office” means, with respect to any Lender, the office or affiliate of such Lender specified as its “Eurodollar Lending Office” opposite its name on Schedule I hereto or in the Lender Assignment pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office or affiliate of such Lender as such Lender may from time to time specify in writing to the Borrower and the Agent.

“Eurodollar Rate” means, for each Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing, an interest rate per annum equal to the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in U.S. dollars are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 a.m. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank’s Eurodollar Rate Advance made as part of such Borrowing and for a period equal to such Interest Period. The Eurodollar Rate for the Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing shall be determined by the Agent on the basis of applicable rates furnished to and received by the Agent from the Reference Banks two Business Days before the first day of such Interest Period, subject, however, to the provisions of Section2.9.

“Eurodollar Rate Advance” means an Advance that bears interest as provided in Section2.7(b).

“Eurodollar Reserve Percentage” of any Lender for each Interest Period for each Eurodollar Rate Advance means the reserve percentage applicable to such Lender during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under Regulation D or other regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) then applicable to such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.

“Events of Default” has the meaning assigned to that term in Section6.1.

“Existing Facility” has the meaning assigned to that term in the first Preliminary Statement to this Agreement.

“Extension Date” has the meaning assigned to that term in Section2.18(a).

“Extension Notice” has the meaning assigned to that term in Section2.18(a).

“Extension of Credit” means (i) the disbursement of the proceeds of any Borrowing and (ii) the issuance of a Letter of Credit or the amendment of any Letter of Credit having the effect of extending the stated termination date thereof or increasing the maximum amount available to be drawn thereunder.

“Facility Fee”means a fee that shall be payable on the aggregate amount of the Commitment of each Lender, irrespective of usage, payable to each Lender on the amount of its Commitment at the rate (expressed in basis points per annum) set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4, Level 5 or Level 6 based on the Reference Ratings.

	LEVEL 1	LEVEL 2	LEVEL 3	LEVEL 4	LEVEL 5	LEVEL 6
BASIS FOR PRICING	Reference Ratings At Least A By S&P or A2 By Moody’s.	Reference Ratings Less Than Level 1 But At Least A- By S&P or A3 By Moody’s.	Reference Ratings Less Than Level 2 But At Least BBB+ By S&P or Baa1 By Moody’s.	Reference Ratings Less Than Level 3 But At Least BBB By S&P or Baa2 By Moody’s.	Reference Ratings Less Than Level 4 But At Least BBB- By S&P or Baa3 By Moody’s.	Reference Ratings Less Than Level 5*
Facility Fee	7.0	7.5	10.0	12.5	17.5	25.0

* or unrated

The Facility Fee will be based upon the Level that corresponds to the Reference Ratings at the time of determination, subject, however, to the following: if the Reference Ratings assigned by S&P and Moody’s do not fall within the same Level on the grid above (i.e., a “split rating”) and: (i) the difference consists of one Level, the Facility Fee will be based upon the Level that corresponds to the higher of such Reference Ratings, or (ii) the difference consists of two or more Levels, the Facility Fee will be based upon the Level that corresponds to a notional Reference Rating that falls at the midpoint between the actual Reference Ratings (or if no Reference Rating on the grid above corresponds to such midpoint, the next higher Reference Rating), unless, in the case of clause (i) or (ii) above, either Reference Rating is below BBB- (in the case of S&P) or Baa3 (in the case of Moody’s) or the applicable debt securities are, or the Borrower is, as applicable, unrated, in which case the Facility Fee will be based upon Level 6. Any change in the Facility Fee resulting from a change in the Reference Ratings shall be effective as of the date on which the applicable rating agency announces the applicable change in ratings.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letters” means the Wachovia Fee Letter and the Barclays Fee Letter.

“First Mortgage Bond Indenture” means that certain Indenture of Mortgage or Deed of Trust, dated August 1, 1941, between the Borrower and First Wisconsin Trust Company (n/k/a U.S. Bank, National Association) and George B. Luhman (Richard H. Prokosch, successor), as Trustees, as amended or supplemented from time to time.

“GAAP” has the meaning assigned to that term in Section1.4.

“Governmental Approval” means any authorization, consent, approval, license, franchise, lease, ruling, tariff, rate, permit, certificate, exemption of, or filing or registration with, any governmental authority or other legal or regulatory body.

“Granting Lender” has the meaning assigned to that term in Section8.7(i).

“Hazardous Substance” means any waste, substance, or material identified as hazardous, dangerous or toxic by any office, agency, department, commission, board, bureau, or instrumentality of the United States or of the State or locality in which the same is located having or exercising jurisdiction over such waste, substance or material.

“Hostile Acquisition” means any acquisition involving a tender offer or proxy contest that has not been recommended or approved by the board of directors (or similar governing body) of the Person that is the subject of such acquisition prior to the first public announcement or disclosure relating to such acquisition.

“Indentures” means the Debenture Indenture and the First Mortgage Bond Indenture.

“Indemnified Person” has the meaning assigned to that term in Section8.4(c).

“Interest Period” means, for each Eurodollar Rate Advance made as part of the same Borrowing, the period commencing on the date of such Eurodollar Rate Advance or the date of the Conversion of any Advance into such a Eurodollar Rate Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be 1, 2, 3 or 6 months, as the Borrower may, upon notice received by the Agent not later than 11:00 a.m. on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

(i)	the Borrower may not select any Interest Period that ends after the Termination Date;
(ii)	Interest Periods commencing on the same date for  Advances comprising part of the same  Borrowing shall be of the same duration; and
(iii)	whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, in the case of any Interest Period for a Eurodollar Rate Advance, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.

“IPL” means Interstate Power and Light Company, an Iowa corporation.

“ISP” has the meaning assigned to that term in Section8.10.

“Joint Lead Arrangers” shall mean, collectively, Wachovia Capital Markets, LLC and Barclays Capital, the Investment Banking Division of Barclays Bank PLC.

“LC Fee” is defined in Section2.4(b).

“LC Issuing Bank” has the meaning assigned to that term in the preamble to this Agreement.

“LC Outstandings” means, on any date of determination, the sum of the undrawn stated amounts of all Letters of Credit that are outstanding on such date plus the aggregate principal amount of all unpaid reimbursement obligations of the Borrower on such date with respect to payments made by the LC Issuing Bank under Letters of Credit.

“LC Payment Notice” is defined in Section2.3(d).

“Lender Assignment” means an assignment and acceptance agreement entered into by a Lender and an Eligible Assignee, and accepted by the Agent and the LC Issuing Bank, in substantially the form of Exhibit8.7.

“Lenders” means the Banks listed on the signature pages hereof and each Eligible Assignee that shall become a party hereto pursuant to Section8.7.

“Letters of Credit” means letters of credit issued by the LC Issuing Bank pursuant to Section2.3.

“Lien” has the meaning assigned to that term in Section5.2(a).

“Loan Documents” means (i) this Agreement, any Note issued pursuant to Section2.15, and the Fee Letters, (ii) all agreements, documents and instruments in favor of the Agent, the LC Issuing Bank or the Lenders (or the Agent on behalf of the LC Issuing Bank or the Lenders), and (iii) all other agreements, instruments and documents now or hereafter executed and/or delivered pursuant hereto or thereto.

“Majority Lenders” means, on any date of determination, Lenders that, collectively, on such date (i) hold greater than 50% of the then outstanding Advances and participation obligations with respect to the LC Outstandings and, (ii) if there are no Outstanding Credits, have Percentages in the aggregate greater than 50%. Any determination of those Lenders constituting the Majority Lenders shall be made by the Agent and shall be conclusive and binding on all parties absent manifest error.

“Margin Stock” has the meaning assigned to that term in Regulation U of the Board of Governors of the Federal Reserve System.

“Material Adverse Change” means (i) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole; (ii) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party; or (iii) a material adverse change upon the

legality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party.

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.

“Multiemployer Plan” means a “multiemployer plan”, as defined in Section 4001(a)(3) of ERISA, which is subject to Title IV of ERISA and to which the Parent or any ERISA Affiliate of the Parent is making or has an obligation to make contributions, or has within any of the preceding five plan years made or had an obligation to make contributions.

“Multiple Employer Plan” means a “single employer plan”, as defined in Section 4001(a)(15) of ERISA, which is subject to Title IV of ERISA and (i) is maintained for employees of the Parent or an ERISA Affiliate of the Parent and at least one Person other than the Parent and its ERISA Affiliates or (ii) was so maintained and in respect of which the Parent or an ERISA Affiliate of the Parent could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“Non-Consenting Lender” has the meaning assigned to that term in Section2.18(a).

“Non-Performing Lender” has the meaning assigned to that term in Section2.3(e).

“Nonrecourse Debt” means Debt of any Subsidiary of the Borrower (i) as to which (A) the Borrower provides no credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt), (B) the Borrower is not directly or indirectly liable as a guarantor or otherwise, (C) the Borrower is not the lender or other type of creditor, or (D) the relevant legal documents do not provide that the lenders or other type of creditors with respect thereto will have any recourse to the stock or assets of the Borrower and (ii) no default with respect to which would permit, upon notice, lapse of time or both, any holder of any other Debt (other than the Advances and any Note) of the Borrower to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its stated maturity. For the avoidance of doubt, if the Borrower provides credit support that is limited in its drawable amount for any portion of Debt of any Subsidiary of the Borrower that would be considered Nonrecourse Debt but for the provision of such credit support, such Debt shall be considered Nonrecourse Debt to the extent that it is not so supported.

“Note” means a promissory note issued at the request of a Lender pursuant to Section2.15, in substantially the form of Exhibit1.1 hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Advances made by such Lender.

“Notice of Borrowing” has the meaning assigned to that term in Section2.2(a).

“Notice of Conversion” has the meaning assigned to that term in Section2.10.

“OECD” means the Organization for Economic Cooperation and Development.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control, and any successor thereto.

“Other Taxes” has the meaning assigned to that term in Section2.16(b).

“Outstanding Credits” means, on any date of determination, an amount equal to the sum of (i) the aggregate principal amount of all Borrowings outstanding on such date plus (ii) the LC Outstandings on such date.

“Parent” means Alliant Energy Corporation, a Wisconsin corporation.

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended from time to time, and any successor statute, and all rules and regulations from time to time promulgated thereunder.

“PBGC” means the Pension Benefit Guaranty Corporation (or any successor entity).

“Percentage” means, for any Lender on any date of determination, the percentage obtained by dividing such Lender’s Commitment on such day by the total of the Commitments on such date, and multiplying the quotient so obtained by 100.

“Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Plan” means a Single Employer Plan or a Multiple Employer Plan.

“Prior Termination Date” has the meaning assigned to that term in Section2.18(b).

“PSC Order” means the order of the Public Service Commission of Wisconsin (File No. 6680-SB-125), dated June 30, 2005.

“PUHCA” means the Public Utility Holding Company Act of 1935, as amended from time to time.

“Recipient” has the meaning assigned to that term in Section8.8.

“Reference Banks” means Wachovia, Barclays Bank PLC and any additional or substitute Lenders as may be selected from time to time to act as Reference Banks hereunder by the Agent.

“Reference Ratings” means the ratings assigned by S&P and Moody’s to the senior unsecured non-credit-enhanced long term debt of the Borrower.

“Register” has the meaning assigned to that term in Section8.7(c).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Request for Issuance” means a request made pursuant to Section2.3(a) in the form of Exhibit2.3.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

“Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/eotffc/ofac/sanctions/index/html, or as otherwise published from time to time.

“Sanctioned Person” means (i) a Person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/eotffc/ofac/sdn/index/html, or as otherwise published from time to time, or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or (C) a Person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.

“Senior Financial Officer” means the President, the Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Borrower.

“Significant Subsidiary” means any Subsidiary of the Borrower that, on a consolidated basis with any of its Subsidiaries as of any date of determination, accounts for more than 20% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries.

“Single Employer Plan” means a “single employer plan”, as defined in Section 4001(a)(15) of ERISA, which is subject to Title IV of ERISA and which (i) is maintained for employees of the Parent or an ERISA Affiliate of the Parent and no Person other than the Parent and its ERISA Affiliates, or (ii) was so maintained and in respect of which the Parent or an ERISA Affiliate of the Parent could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

“SPC” has the meaning assigned to that term in Section8.7(i).

“Subsidiary” means, with respect to any Person, any corporation or unincorporated entity of which more than 50% of the outstanding Equity Interests having ordinary voting power (irrespective of whether at the time Equity Interests of any other class or classes of such corporation or entity shall or might have voting power upon the occurrence of any contingency) is at the time owned by said Person, either directly or through one or more other Subsidiaries. In the case of an unincorporated entity, a Person shall be deemed to have more than 50% of interests having ordinary voting power only if such Person’s vote in respect of such interests comprises more than 50% of the total voting power of all such interests in the unincorporated entity.

“Taxes” has the meaning assigned to that term in Section2.16(a).

“Termination Date” means the earliest to occur of (i) any Trigger Date, if the Borrower has not received all Governmental Approvals required to be obtained in order for the term of this Agreement to extend past such date, (ii) August 3, 2010 (as such date may be extended from

time to time pursuant to Section2.18) and (iii) the date of termination or reduction in whole of the Commitments pursuant to Section2.5 or Section6.1.

“Trigger Date” means (i) August 2, 2006, (ii) August 1, 2007, (iii) July 30, 2008, (iv) July 29, 2009, (v) July 28, 2010, (vi) July 27, 2011 and (vii) July 25, 2012.

“Type” has the meaning assigned to that term (i) in the definition of “Advance” when used in such context and (ii) in the definition of “Borrowing” when used in such context.

“Unmatured Default” means an event that, with the giving of notice or lapse of time, or both, would constitute an Event of Default.

“Utilization Percentage” means, as of any time for the determination thereof, the percentage obtained by dividing the aggregate Outstanding Credits by the aggregate Commitments then in effect.

“Wachovia” has the meaning assigned to that term in the Preamble to this Agreement.

“Wachovia Fee Letter” means the letter agreement, dated June 30, 2005, among the Parent, the Borrower, IPL, Wachovia, and Wachovia Capital Markets, LLC.

Section 1.2     Computation of Time Periods. Unless otherwise indicated, each reference in this Agreement to a specific time of day is a reference to Charlotte, North Carolina time. In the computation of periods of time under this Agreement, any period of a specified number of days or months shall be computed by including the first day or month occurring during such period and excluding the last such day or month. In the case of a period of time “from” a specified date “to” or “until” a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”.

Section 1.3     Computations of Outstandings. Whenever reference is made in this Agreement to the “principal amount outstanding” on any date under this Agreement, such reference shall refer to the aggregate principal amount of all Advances outstanding on such date after giving effect to all Advances to be made on such date and the application of the proceeds thereof.

Section 1.4     Accounting Terms. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with accounting principles generally accepted in the United States of America (“GAAP”) applied on a consistent basis. With respect to (and only with respect to) determining compliance with this Agreement, all calculations shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to Section5.1(h) (or prior to the delivery of the first financial statements pursuant to Section5.1(h), consistent with the financial statements described in Section4.1(f)); provided, however, if (i) the Borrower shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto or (ii) the Agent or the Majority Lenders shall so object in writing within 30 days after delivery of such

financial statements, then such calculations shall be made on a basis consistent with the most recent financial statements delivered by the Borrower to the Lenders as to which no such objection shall have been made.

ARTICLE II

AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT

Section 2.1 The Advances.

(a)        Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time, during the period from and including the date hereof, to and up to, but excluding, the Termination Date, in an aggregate outstanding amount not to exceed at any time such Lender’s Available Commitment. Each Borrowing shall be in an aggregate amount not less than $5,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Percentages. Within the limits of each Lender’s Commitment and as hereinabove and hereinafter provided, the Borrower may request Borrowings hereunder, and repay or prepay Advances pursuant to Section2.11 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereof.

(b)        In no event shall the Borrower be entitled to request or receive any Borrowings that would cause the Outstanding Credits to exceed the Commitments.

Section 2.2 Making the Advances.

(a)        Each Borrowing shall be made on notice, given not later than 11:00 a.m. (i) on the third Business Day prior to the date of the proposed Borrowing, in the case of a Borrowing comprised of Eurodollar Rate Advances and (ii) on the date of the proposed Borrowing, in the case of a Borrowing comprised of Base Rate Advances, in each case by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier, telex or cable. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telecopier, telex or cable, in substantially the form of Exhibit2.2(a) hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances comprising such Borrowing, (C) aggregate amount of such Borrowing and (D) in the case of a Borrowing comprised of Eurodollar Rate Advances, the initial Interest Period for each such Advance. Each Lender shall, before (x) 12:00 noon on the date of such Borrowing, in the case of a Borrowing comprised of Eurodollar Rate Advances, and (y) 1:00 p.m. on the date of such Borrowing, in the case of a Borrowing comprised of Base Rate Advances, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section8.2, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will promptly make such funds available to the Borrower at the Agent’s aforesaid address.

(b)        Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or

expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in ArticleIII, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Eurodollar Rate Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

(c)        Unless the Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s Advance as part of such Borrowing, the Agent may assume that such Lender has made such Advance available to the Agent on the time of such Borrowing in accordance with Section2.2(a) and the Agent may, in reliance upon such assumption, make available to the Borrower on such time a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the time such amount is made available to the Borrower until the time such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement.

(d)        The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Section 2.3 Letters of Credit.

(a)        Subject to the terms and conditions hereof, each Letter of Credit shall be issued (or the stated maturity thereof extended or terms thereof modified or amended) on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Agent and the LC Issuing Bank substantially in the form attached hereto in Exhibit 2.3. Each Request for Issuance shall specify a statement of drawing conditions applicable to such Letter of Credit, and if such Request for Issuance relates to an amendment or modification of a Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit thereto. The expiry of such Letter of Credit shall be no later than the earlier of (i) five Business Days’ prior to the Termination Date and (ii) one (1) year after its date of issuance; provided, however, that a Letter of Credit may, if requested by the Borrower, provide by its terms, and on terms acceptable to the LC Issuing Bank, for renewal for successive periods of one year or less (but not beyond the date five Business Days prior to the applicable Termination Date), unless and until the LC Issuing Bank shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified therein. Not later than 12:00 noon on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the LC Issuing Bank shall issue (or extend, amend or

modify) such Letter of Credit and provide notice and a copy thereof to the Agent, which shall promptly furnish copies thereof to the Lenders.

(b)        No Letter of Credit shall be requested or issued hereunder if, after the issuance thereof, the Outstanding Credits would exceed the total Commitments.

(c)        The Borrower hereby agrees to pay to the Agent for the account of the LC Issuing Bank and, if they shall have purchased participations in the reimbursement obligations of the Borrower pursuant to Section2.3(d), the Lenders, on demand made by the LC Issuing Bank to the Borrower, on and after each date on which the LC Issuing Bank shall pay any amount under any Letter of Credit issued by the LC Issuing Bank, a sum equal to the amount so paid plus interest on such amount from the date so paid by the LC Issuing Bank until repayment to the LC Issuing Bank in full at a fluctuating interest rate per annum equal to the interest rate applicable to Base Rate Advances plus, if any amount paid by the LC Issuing Bank under a Letter of Credit is not reimbursed by the Borrower within three Business Days, 2%.

(d)        Immediately upon the issuance of any Letter of Credit, the LC Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed irrevocably and unconditionally to have purchased and received from the LC Issuing Bank, without recourse or warranty, an undivided interest and participation, pro rata (based on such Lender’s Percentage), in such Letter of Credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto (other than the fees payable by the Borrower to the LC Issuing Bank). If the LC Issuing Bank shall not have been reimbursed in full for any payment made by the LC Issuing Bank under a Letter of Credit issued by the LC Issuing Bank on the date of such payment, the LC Issuing Bank shall give the Agent and each Lender prompt notice thereof (an “LC Payment Notice”) no later than 12:00 noon on the Business Day immediately succeeding the date of such payment by the LC Issuing Bank. Each Lender severally agrees, absolutely and unconditionally, to pay to the Agent for the account of the LC Issuing Bank an amount equal to such Lender’s Percentage of such unreimbursed amount paid by the LC Issuing Bank, plus interest on such amount at a rate per annum equal to the Federal Funds Rate from the date of the payment by the LC Issuing Bank to the date of payment to the LC Issuing Bank by such Lender. Each such payment by a Lender shall be made not later than 3:00 P.M. on the later to occur of (i) the Business Day immediately following the date of such payment by the LC Issuing Bank and (ii) the Business Day on which such Lender shall have received an LC Payment Notice from the LC Issuing Bank. Each Lender’s obligation to make each such payment to the Agent for the account of the LC Issuing Bank shall be several and shall not be affected by the occurrence or continuance of an Unmatured Default or Event of Default or the failure of any other Lender to make any payment under this Section2.3(d) or the failure of the LC Issuing Bank to provide the LC Payment Notice by 12:00 noon on the Business Day immediately succeeding the date of payment under a Letter of Credit by the LC Issuing Bank. Upon any change in the Commitment of any Lender, with respect to all outstanding Letters of Credit and reimbursement obligations there shall be an automatic adjustment to the participations pursuant to this Section2.3(d) to reflect the new pro rata shares of the Lenders.

(e)        The failure of any Lender to make any payment to the Agent for the account of the LC Issuing Bank in accordance with Section2.3(d) shall not relieve any other Lender of its obligation to make payment, but no Lender shall be responsible for the failure of any other

Lender. If any Lender (a “Non-Performing Lender”) shall fail to make any payment to the Agent for the account of the LC Issuing Bank in accordance with Section2.3(d) within five Business Days after the LC Payment Notice relating thereto, then, for so long as such failure shall continue, the LC Issuing Bank shall be deemed, for purposes of Section8.1 and ArticleVI hereof, to be a Lender owed a Borrowing in an amount equal to the outstanding principal amount due and payable by such Non-Performing Lender to the Agent for the account of the LC Issuing Bank pursuant to Section2.3(d). Any Non-Performing Lender and the Borrower (without waiving any claim against such Lender for such Lender’s failure to purchase a participation in the reimbursement obligations of the Borrower under Section2.3(d) severally agree to pay to the Agent for the account of the LC Issuing Bank forthwith on demand such amount, together with interest thereon for each day from the date such Lender would have purchased its participation had it complied with the requirements of Section2.3(d) until the date such amount is paid to the Agent at (i) in the case of the Borrower, the interest rate applicable at the time to Base Rate Advances and (ii) in the case of such Lender, the rate applicable to Base Rate Advances plus 1%.

(f)         The payment obligations of each Lender under Section2.3(d) and of the Borrower under this Agreement in respect of any payment under any Letter of Credit by the LC Issuing Bank shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following circumstances:

(i)      any lack of validity or enforceability of this Agreement, any other Loan Document or any other agreement or instrument relating thereto or to such Letter of Credit;

(ii)      any amendment or waiver of, or any consent to departure from, the terms of this Agreement, any other Loan Document or such Letter of Credit;

(iii)     the existence of any claim, set-off, defense or other right which the Borrower may have at any time against any beneficiary, or any transferee, of such Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the LC Issuing Bank, the Agent, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby, thereby or by such Letter of Credit, or any unrelated transaction;

(iv)     any statement or any other document presented under such Letter of Credit reasonably proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v)      payment in good faith by the LC Issuing Bank under the Letter of Credit issued by the LC Issuing Bank against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit; or

(vi)     any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

(g)        The Borrower assumes all risks of the acts and omissions of any beneficiary or transferee of any Letter of Credit. Neither the LC Issuing Bank, the Lenders nor any of their

respective officers, directors, employees, agents or Affiliates shall be liable or responsible for (i) the use that may be made of such Letter of Credit or any acts or omissions of any beneficiary or transferee thereof in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by the LC Issuing Bank against presentation of documents that do not comply with the terms of such Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (iv) any other circumstances whatsoever in making or failing to make payment under such Letter of Credit. Notwithstanding any provision to the contrary contained in any Loan Document, the Borrower and each Lender shall have the right to bring suit against the LC Issuing Bank, and the LC Issuing Bank shall be liable to the Borrower and any Lender, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower or such Lender which the Borrower or such Lender proves were caused by the LC Issuing Bank’s willful misconduct or gross negligence, including, in the case of the Borrower, the LC Issuing Bank’s willful failure to make timely payment under such Letter of Credit following the presentation to it by the beneficiary thereof of a draft and accompanying certificate(s) that strictly comply with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, the LC Issuing Bank may accept sight drafts and accompanying certificates presented under the Letter of Credit issued by the LC Issuing Bank that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and payment against such documents shall not constitute willful misconduct or gross negligence by the LC Issuing Bank. Notwithstanding the foregoing, no Lender shall be obligated to indemnify the Borrower for damages caused by the LC Issuing Bank’s willful misconduct or gross negligence.

(h)        If any Letter of Credit contains a provision pursuant to which it is deemed to be automatically renewed unless notice of termination of such Letter of Credit is given by the LC Issuing Bank, the LC Issuing Bank shall timely give notice of termination if (i) as of close of business on the seventeenth day prior to the last day upon which the LC Issuing Bank’s notice of termination may be given to the beneficiaries of such Letter of Credit, the LC Issuing Bank has received a notice of termination from the Borrower or a notice from the Agent that the conditions to issuance of such Letter of Credit have not been satisfied or (ii) the renewed Letter of Credit would have a term not permitted by Section2.3(a).

Section2.4 Fees.

(a)        The Borrower agrees to pay to the Agent for the account of each Lender the Facility Fee, from the date hereof, in the case of each Bank, and from the effective date specified in the Lender Assignment pursuant to which it became a Lender, in the case of each other Lender, until the later of the Termination Date and the date all Advances are paid in full, payable quarterly in arrears on the last day of each March, June, September and December during the term of such Lender’s Commitment, commencing September 30, 2005, and on the later of the Termination Date and the date all Advances are paid in full.

(b)        The Borrower shall pay to the Agent for the account of each Lender a fee (the “LC Fee”) on the average daily amount of the sum of the undrawn stated amounts of all Letters of Credit outstanding on each such day, from the date hereof until the later to occur of the

Termination Date and the date on which no Letters of Credit are outstanding, payable on the last day of each March, June, September and December (commencing September 30, 2005) and such later date, at a rate equal at all times to the Applicable Margin in effect from time to time for Eurodollar Rate Advances. In addition, the Borrower shall pay to the LC Issuing Bank such fees for the issuance and maintenance of Letters of Credit and for drawings thereunder as may be separately agreed between the Borrower and the LC Issuing Bank.

(c)        In addition to the fees provided for in Section2.4(a) and Section2.4(b), the Borrower shall pay (i) to the Agent and the LC Issuing Bank, for their own accounts, such fees as are provided for in the Wachovia Fee Letter and (ii) to the Joint Lead Arrangers, for their own accounts, such fees as are provided for in the Wachovia Fee Letter and Barclays Fee Letter.

Section2.5 Changes in the Commitments.

(a)        The Borrower shall have the right, upon at least three Business Days’ notice to the Agent, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Lenders; provided that the aggregate amount of the Commitments of the Lenders shall not be reduced to an amount which is less than the aggregate principal amount of the Extensions of Credit then outstanding; and provided, further, that each partial reduction shall be in a minimum amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof.

(b)        On the Termination Date, the Commitments of the Lenders shall be automatically reduced to zero.

(c)         Any termination or reduction of the Commitments under this Section2.5 shall be irrevocable, and the Commitments shall not thereafter be reinstated.

Section 2.6     Repayment of Advances. The Borrower shall repay the principal amount of each Advance made by each Lender no later than on the Termination Date.

Section 2.7     Interest on Advances. The Borrower shall pay interest on the unpaid principal amount of each Advance owing to each Lender from the date of such Advance until such principal amount shall be paid in full, at the Applicable Rate for such Advance (except as otherwise provided in this Section2.7), payable as follows:

(a)        If such Advance is a Base Rate Advance, interest thereon shall be payable quarterly in arrears on the last day of each March, June, September and December, on the date of any Conversion of such Base Rate Advance and on the date such Base Rate Advance shall become due and payable or shall otherwise be paid in full; provided that at any time an Event of Default shall have occurred and be continuing, each Base Rate Advance shall bear interest payable on demand, at a rate per annum equal at all times to the Default Rate.

(b)        If such Advance is a Eurodollar Rate Advance, interest thereon shall be payable on the last day of such Interest Period and, if the Interest Period for such Advance has a duration of more than three months, on that day of each third month during such Interest Period that corresponds to the first day of such Interest Period (or, if any such month does not have a corresponding day, then on the last day of such month); provided that at any time an Event of

Default shall have occurred and be continuing, each Eurodollar Rate Advance shall bear interest payable on demand, at a rate per annum equal at all times to the Default Rate.

(c)        In respect of any Advance, interest thereon shall be payable at the Applicable Rate at maturity (whether pursuant to acceleration or otherwise) and, after maturity, on demand.

(d)        Nothing contained in this Agreement or in any other Loan Document shall be deemed to establish or require the payment of interest to any Lender at a rate in excess of the maximum rate permitted by applicable law. If the amount of interest payable for the account of any Lender on any interest payment date would exceed the maximum amount permitted by applicable law to be charged by such Lender, the amount of interest payable for its account on such interest payment date shall be automatically reduced to such maximum permissible amount. In the event of any such reduction affecting any Lender, if from time to time thereafter the amount of interest payable for the account of such Lender on any interest payment date would be less than the maximum amount permitted by applicable law to be charged by such Lender, then the amount of interest payable for its account on such subsequent interest payment date shall be automatically increased to such maximum permissible amount, provided that at no time shall the aggregate amount by which interest paid for the account of any Lender has been increased pursuant to this sentence exceed the aggregate amount by which interest paid for its account has theretofore been reduced pursuant to the previous sentence.

Section 2.8     Additional Interest on Eurodollar Rate Advances. The Borrower shall pay to Agent for the account of each Lender any costs actually incurred by such Lender with respect to Eurodollar Rate Advances that are attributable to such Lender’s compliance with regulations of the Board of Governors of the Federal Reserve System requiring the maintenance of reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities. Such costs shall be paid to the Agent for the account of such Lender in the form of additional interest on the unpaid principal amount of each Eurodollar Rate Advance of such Lender, from the date of such Advance until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the Eurodollar Rate for the Interest Period for such Advance from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable on such Advance. Such additional interest shall be determined by such Lender and notified to the Borrower through the Agent. A certificate as to the amount of such additional interest, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error, provided that the determination thereof shall have been made by such Lender in good faith.

Section2.9 Interest Rate Determination.

(a)        Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks.

(b)        The Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section2.7(a) or Section2.7(b), and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section2.7(b).

(c)        If fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate, due to the unavailability of funds to such Reference Banks in the relevant financial markets:

(i)      the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for Eurodollar Rate Advances;

(ii)      each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance); and

(iii)     the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

(d)        If, with respect to any Eurodollar Rate Advances, the Majority Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon:

(i)      each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance; and

(ii)      the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

(e)        If the Borrower shall fail to (i) select the duration of any Interest Period for any Eurodollar Rate Advance in accordance with the provisions contained in the definition of “Interest Period”in Section1.1 or (ii) provide a Notice of Conversion with respect to any Eurodollar Rate Advance on or prior to 12:00 noon on the third Business Day prior to the last day of the Interest Period applicable thereto, the Agent will forthwith so notify the Borrower and the Lenders and such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance.

(f)         On the date on which the aggregate unpaid principal amount of Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the product of (i) $1,000,000 and (ii) the number of Lenders on such date, such Advances shall, if they are Advances of a Type other than Base Rate Advances, automatically Convert into Base Rate Advances, and on and after such date the right of the Borrower to Convert such Advances into Advances of a Type other than Base Rate Advances shall terminate; provided, however, that if and so long as each such Advance shall be of the same Type and have the same Interest Period

as Advances comprising another Borrowing or other Borrowings, and the aggregate unpaid principal amount of all such Advances shall equal or exceed the product of (i) $1,000,000 and (ii) the number of Lenders on such date, the Borrower shall have the right to continue all such Advances as, or to Convert all such Advances into, Advances of such Type having such Interest Period.

(g)        Upon the occurrence and during the continuance of any Event of Default, each outstanding Eurodollar Rate Advance shall automatically Convert into a Base Rate Advance at the end of the Interest Period then in effect for such Eurodollar Rate Advance.

Section 2.10   Voluntary Conversion of Advances. Subject to the conditions set forth below, the Borrower may, on any Business Day, by delivering a notice of Conversion (a “Notice of Conversion”) to the Agent not later than 12:00 noon (i) on the third Business Day prior to the date of the proposed Conversion, in the case of a Conversion to or in respect of Eurodollar Rate Advances and (ii) on the date of the proposed Conversion, in the case of a Conversion to or in respect of Base Rate Advances, and subject to the provisions of Section2.9 and Section2.14, Convert all Advances of one Type comprising the same Borrowing into Advances of another Type; provided, however, that, in the case of any Conversion of any Eurodollar Rate Advances into Base Rate Advances on a day other than the last day of an Interest Period for such Eurodollar Rate Advances, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section8.4(b). Each such Notice of Conversion shall be in substantially the form of Exhibit2.10 and shall, within the restrictions specified above, specify (A) the date of such Conversion, (B) the Advances to be Converted, (C) if such Conversion is into Eurodollar Rate Advances, the duration of the Interest Period for each such Advance, and (D) the aggregate amount of Advances proposed to be Converted. Notwithstanding the foregoing, the Borrower may not Convert Base Rate Advances into Eurodollar Rate Advances and may not select a new Interest Period for Eurodollar Rate Advances at any time an Event of Default has occurred and is continuing.

Section 2.11   Optional Prepayments of Advances. The Borrower may, upon at least three Business Days’ notice to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall prepay for the ratable account of the Lenders the outstanding principal amounts of the Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $1,000,000 (or, if lower, the principal amount outstanding hereunder on the date of such prepayment) or an integral multiple of $1,000,000 in excess thereof. In the case of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section8.4(b). Except as provided in this Section2.11, the Borrower shall have no right to prepay any principal amount of any Advances.

Section2.12 Increased Costs.

(a)        If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or to the interpretation of any law or

regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or to increase the cost to such Lender or the LC Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligations to participate in or to issue any Letter of Credit), then the Borrower shall from time to time, upon demand by such Lender or the LC Issuing Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or LC Issuing Bank additional amounts sufficient to compensate such Lender or LC Issuing Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender or LC Issuing Bank, shall be conclusive and binding for all purposes, absent manifest error, provided that the determination thereof shall have been made by such Lender or LC Issuing Bank in good faith.

(b)        If any Lender or LC Issuing Bank determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or LC Issuing Bank or any corporation controlling such Lender or LC Issuing Bank and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend or participate in Letters of Credit hereunder or the LC Issuing Bank’s obligation to issue or maintain any Letter of Credit hereunder and other commitments of this type, then, upon demand by such Lender or LC Issuing Bank (with a copy of such demand to the Agent), the Borrower shall immediately pay to the Agent for the account of such Lender or LC Issuing Bank, from time to time as specified by such Lender or LC Issuing Bank, additional amounts sufficient to compensate such Lender or LC Issuing Bank or such corporation in the light of such circumstances, to the extent that such Lender or LC Issuing Bank reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment or LC Issuing Bank’s obligations hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender, describing in reasonable detail the manner in which such amounts have been calculated, shall be conclusive and binding for all purposes, absent manifest error, provided that the determination and allocation thereof shall have been made by such Lender in good faith.

(c)        Notwithstanding any provision of Section2.12(a) or Section2.12(b) to the contrary, no Lender or LC Issuing Bank shall be entitled to demand compensation or be compensated thereunder to the extent that such compensation relates to any period of time more than 60 days prior to the date upon which such Lender or LC Issuing Bank first notified the Borrower of the occurrence of the event entitling such Lender or LC Issuing Bank to such compensation (unless, and to the extent, that any such compensation so demanded shall relate to the retroactive application of any event so notified to the Borrower).

Section 2.13   Illegality. Notwithstanding any other provision of this Agreement to the contrary, if any Lender (the “Affected Lender”) shall notify the Agent and the Borrower that the introduction of or any change in or to the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for the Affected Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, all Eurodollar Rate Advances of the Affected Lender shall, on the fifth Business Day following such

notice from the Affected Lender, automatically be Converted into a like number of Base Rate Advances, each in the amount of the corresponding Eurodollar Rate Advance of the Affected Lender being so Converted (each such Advance, as so Converted, being an “Affected Lender Advance”), and the obligation of the Affected Lender to make, maintain, or Convert Advances into Eurodollar Rate Advances shall thereupon be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, or the Affected Lender has been replaced pursuant to Section8.7(g). For purposes of any prepayment under this Agreement, each Affected Lender Advance shall be deemed to continue to be part of the same Borrowing as the Eurodollar Rate Advances to which it corresponded at the time of the Conversion of such Affected Lender Advance pursuant to this Section2.13.

Section2.14 Payments and Computations.

(a)        The Borrower shall make each payment hereunder not later than 1:00 p.m. on the day when due in Dollars to the Agent at its address referred to in Section8.2 in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section2.8, Section2.16, Section2.18 or Section8.4(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of a Lender Assignment and recording of the information contained therein in the Register pursuant to Section8.7(d), from and after the effective date specified in such Lender Assignment, the Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Lender Assignment shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(b)        The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder held by such Lender, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due.

(c)         All computations of interest based on clause (i) of the definition of “Alternate Base Rate” and of the Facility Fees shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate and the LC Fee and the Federal Funds Rate shall be made by the Agent, and all computations of interest pursuant to Section2.9 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Agent (or, in the case of Section2.9, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error, provided that such determination shall have been made by the Agent or such Lender, as the case may be, in good faith.

(d)        Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of

interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(e)        Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

Section2.15 Noteless Agreement; Evidence of Indebtedness.

(a)        Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(b)        The Agent shall also maintain accounts in which it will record (i) the amount of each Advance made hereunder, the Type thereof and the Interest Period (if any) with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iii) the amount of any sum received by the Agent hereunder from the Borrower and each Lender’s share thereof.

(c)        The entries maintained in the accounts maintained pursuant to Section2.15(a) and Section2.15(b) shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of the Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay such obligations in accordance with their terms.

(d)        Any Lender may request that its Advances be evidenced by a Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender. Thereafter, the Advances evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant to Section8.7) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section8.7, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Advances once again be evidenced as described in Section2.15(a) and Section2.15(b).

Section2.16 Taxes.

(a)         Any and all payments by the Borrower hereunder and under the other Loan Documents shall be made, in accordance with Section2.14, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the LC Issuing Bank and the Agent, taxes imposed on its overall net income and franchise taxes

imposed on it by any jurisdiction, unless such Lender, the LC Issuing Bank or the Agent (as the case may be) would not have had such taxes imposed on it by such jurisdiction but for such Lender’s, the LC Issuing Bank’s or the Agent’s (as the case may be) having entered into this Agreement, having consummated the transactions contemplated hereby or having received payments by the Borrower hereunder or under the other Loan Documents (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender, the LC Issuing Bank or the Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section2.16) such Lender, the LC Issuing Bank or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

(b)        In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any other Loan Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as “Other Taxes”).

(c)        The Borrower will indemnify each Lender, the LC Issuing Bank and the Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section2.16) paid by such Lender, the LC Issuing Bank or the Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Lender, the LC Issuing Bank or the Agent (as the case may be) makes written demand therefor. Nothing herein shall preclude the right of the Borrower to contest any such Taxes or Other Taxes so paid, and the Lenders in question, the LC Issuing Bank or the Agent (as the case may be) will, following notice from, and at the expense of, the Borrower, reasonably cooperate with the Borrower to preserve the Borrower’s rights to contest such Taxes or Other Taxes.

(d)        Within 30 days after the date of any payment of Taxes, the Borrower will furnish to the Agent, at its address referred to in Section8.2, the original or a certified copy of a receipt evidencing payment thereof.

(e)        The LC Issuing Bank and each Lender agrees that, on or prior to the date upon which it shall become a party hereto, and upon the reasonable request from time to time of the Borrower or the Agent, the LC Issuing Bank or such Lender will deliver to the Borrower and the Agent either (i) a statement that it is organized under the laws of a jurisdiction within the United States or (ii) duly completed copies of such form or forms as may from time to time be prescribed by the United States Internal Revenue Service indicating that the LC Issuing Bank or such Lender is entitled to receive payments without deduction or withholding of any United States federal income taxes, as permitted by the Internal Revenue Code of 1986, as amended from time to time. The LC Issuing Bank and each Lender that delivers to the Borrower and the

Agent the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower and the Agent further copies of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. The LC Issuing Bank and each Lender represents and warrants that each such form supplied by it to the Agent and the Borrower pursuant to this Section2.16(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate.

(f)         Any Lender claiming any additional amounts payable pursuant to this Section2.16 shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

(g)        Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section2.16 shall survive the payment in full of principal and interest hereunder.

Section 2.17   Sharing of Payments, Etc. All payments from or on behalf of the Borrower on account of any obligations shall be apportioned ratably among the Lenders based upon their respective share, if any, of the obligations with respect to which such payment was received. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set off, or otherwise) on account of the Advances made by it (other than pursuant to Section2.8, Section2.12, Section2.16, Section2.18, or Section8.4(b)) or on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments obtained by all the Lenders on account of the Advances or on account of such reimbursement obligations, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery, together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Section 2.18 Extension of Termination Date.

(a)        So long as no Unmatured Default or Event of Default has occurred and is continuing and subject to the conditions set forth in Section2.18(c), the Borrower may, no earlier than 60 days and no later than 30 days prior to each anniversary of the Amendment Effective

Date (such anniversary, an “Extension Date”), but on no more than two occasions, request through written notice to the Agent (the “Extension Notice”), that the Lenders extend the then existing Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Agent no later than the applicable Extension Date (except in the year in which the then existing Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than 15 days prior to the then existing Termination Date)(such date, the “Consent Date”), advise the Agent in writing of its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) such date. Any Lender that does not advise the Agent by the Consent Date shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then existing Termination Date. The election of any Lender to agree to such extension shall not obligate any other Lender to agree to such extension.

(b)        If Lenders holding a Commitment that aggregate more than 50% of the Commitments on the Consent Date shall have agreed to such extension, then the then existing Termination Date applicable to the Consenting Lenders shall be extended to the date that is one year after the then existing Termination Date. All Advances of each Non-Consenting Lender shall be subject to the then existing Termination Date, without giving effect to such extension (such date, the “Prior Termination Date”). In the event of an extension of the then existing Termination Date pursuant to this Section2.18, the Borrower shall have the right, at its own expense, to solicit commitments from existing Lenders and/or Eligible Assignees reasonably acceptable to the Agent to replace the Commitment of any Non-Consenting Lenders for the remaining duration of this Agreement. Any Eligible Assignee (if not already a Lender hereunder) shall become a party to this Agreement as a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Agent and the Borrower. The Commitment of each Non-Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be subject to the Prior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as provided above, the Commitments hereunder shall be reduced by the amount of the Commitment of each such Non-Consenting Lender so terminated on the Prior Termination Date. Notwithstanding anything to the contrary in this Section2.18, the Termination Date shall not be extended unless the aggregate Commitments of the Consenting Lenders and any Eligible Assignees joining this Agreement pursuant to this Section2.18(b) are greater than or equal to the Outstanding Credits as of each Prior Termination Date.

(c)         An extension of the Termination Date pursuant to this Section2.18 shall only become effective upon the receipt by the Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such extension of the Termination Date (i) no Event of Default has occurred and is continuing and (ii) all representations and warranties made by such Borrower are true and correct in all material respects on and as of the date such extension is made, except for such representations or warranties which by their terms are made as of a specified date, which shall be true and correct as of such specified date.

(d)        Effective on and after the Prior Termination Date, (i) each of the Non-Consenting Lenders shall be automatically released from their respective participations and reimbursement obligations under Section2.3 with respect to any LC Outstandings and (ii) the participations and

reimbursement obligations of each Lender (other than the Non-Consenting Lenders) shall be automatically adjusted to equal such Lender’s Percentage of such LC Outstandings.

ARTICLE III

CONDITIONS TO EXTENSIONS OF CREDIT

Section 3.1     Conditions Precedent to Amendment Effective Date. The occurrence of the Amendment Effective Date is subject to satisfaction of the following conditions precedent:

(a)        The Agent shall have received the following, each dated the Amendment Effective Date, in form and substance satisfactory to the Lenders and in sufficient copies for the LC Issuing Bank and each Lender:

(i)      this Agreement, duly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent;

(ii)      each Note requested by a Lender pursuant to Section2.15 payable to the order of each such Lender, duly completed and executed by the Borrower;

(iii)     copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower;

(iv)     a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;

(v)      copies of the Certificate of Incorporation (or comparable charter document) and by-laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower;

(vi)     copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower;

(vii)     copies of the financial statements referred to in Section4.1(f), certified by the Secretary or an Assistant Secretary of the Borrower;

(viii) favorable opinions of:

(A)Foley & Lardner LLP, special counsel for the Borrower, in substantially the form of Exhibit3.1(a)(viii)-1 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and

(B)In-house counsel of the Borrower, in substantially the form of Exhibit3.1(a)(viii)-2 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request;

(ix)     any fees required to be paid on or before the Amendment Effective Date shall have been paid, including fees and other expenses required to be paid under the Existing Facility; and

(x)      such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request.

(b)        The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Amendment Effective Date and in sufficient copies for each Lender, stating that:

(i)      the representations and warranties set forth in Section4.1 of this Agreement are true and correct on and as of the date of the Amendment Effective Date as though made on and as of such date, and

(ii)      no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default.

(c)        The Borrower shall have paid (i) all fees payable hereunder or payable pursuant to the Fee Letters and the Existing Facility to the extent then due and payable, and (ii) all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Amendment Effective Date.

(d)        The Agent shall have received evidence that all amounts outstanding under the Existing Facility, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminated.

Section 3.2     Conditions Precedent to Each Extension of Credit. The obligation of (i) each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) that would cause the aggregate principal amount of Advances outstanding hereunder to increase and (ii) the LC Issuing Bank to issue, extend the expiry date or increase the amount of, any Letter of Credit shall be subject to the conditions precedent that, on the date of such Extension of Credit:

(a)        the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing or Request for Issuance, as the case may be, and the acceptance by the Borrower of the proceeds of such Borrowing or the issuance, extension or increase of such Letter of Credit, as the case may be, shall constitute a representation and warranty by the Borrower that, on the date of such Extension of Credit, such statements are true and correct):

(i)      the representations and warranties contained in Section4.1 (other than the representation and warranty set forth in Section4.1(e)) are true and correct on and as of the date of such Extension of Credit, before and after giving effect to the application of the proceeds of any Borrowing made in connection therewith or the issuance or

amendment of any Letter of Credit in connection therewith, as the case may be, as though made on and as of such date;

(ii)      no event has occurred and is continuing, or would result from such Extension of Credit or from the application of proceeds of any Borrowing made in connection therewith or the issuance or amendment of any Letter of Credit in connection therewith, as the case may be, that constitutes an Event of Default or an Unmatured Default; and

(iii)     after giving effect to such Credit Extension, the Borrower’s Outstanding Credits will not exceed its borrowing authority as allowed by applicable governmental authorities.

(b)        the Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act;

(c)        prior to any Extension of Credit that would result in the outstanding principal amount of short-term Debt of the Borrower to exceed $250 million, the Borrower, shall have obtained an appropriate Governmental Approval and shall have delivered copies of same, with appropriate certifications and, if requested by the Agent, an opinion letter, regarding such Governmental Approval to the Agent; and

(d)        the Agent shall have received such other approvals, opinions, or documents as the Agent, or the Majority Lenders through the Agent, may reasonably request, and such approvals, opinions, and documents shall be satisfactory in form and substance to the Agent.

Section3.3Conditions Precedent to Extensions of Credit On or After Any Trigger Date.

(a)         At any time on or after any Trigger Date, the obligation of (i) each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) that would cause the aggregate principal amount of Advances outstanding hereunder to increase, and (ii) the LC Issuing Bank to issue any Letter of Credit (including the initial Letter of Credit) or increase the stated amount of any Letter of Credit or to extend the termination date thereof shall be subject to the further conditions precedent that on or prior to the applicable Trigger Date, the Agent shall have received the following, each dated as of or prior to such Trigger Date, in form and substance satisfactory to the LC Issuing Bank and Agent and with one copy for the LC Issuing Bank and each Lender:

(i)      A certificate of the Secretary or an Assistant Secretary of the Borrower certifying that attached thereto are true and correct copies of all Governmental Approvals required to be obtained in order for the term of this Agreement to extend past such Trigger Date, and that such Governmental Approvals have been issued and are in full force and effect; and

(ii)      An opinion of counsel for the Borrower to the effect that no Governmental Approval is or will be required in connection with the performance by the Borrower, or

the consummation by the Borrower of the transactions contemplated by, this Agreement between such Trigger Date and the next succeeding Trigger Date (if there is any succeeding Trigger Date), other than the Governmental Approvals described in clause (i) above, which have been duly issued and are final and in full force and effect.

It is understood that any certificate of the Secretary or Assistant Secretary of the Borrower and opinion letter delivered pursuant to clause (i) and (ii) may, based upon their terms, suffice to satisfy this Section3.3 with respect to more than one Trigger Date.

Section 3.4     Reliance on Certificates. The Lenders, the LC Issuing Bank and the Agent shall be entitled to rely conclusively upon the certificates delivered from time to time by officers of the Borrower as to the names, incumbency, authority and signatures of the respective Persons named therein until such time as the Agent may receive a replacement certificate, in form acceptable to the Agent, from an officer of such Person identified to the Agent as having authority to deliver such certificate, setting forth the names and true signatures of the officers and other representatives of such Person thereafter authorized to act on behalf of such Person.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.1     Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:

(a)        The Borrower and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and is duly qualified to do business in, and is in good standing in, all other jurisdictions where the nature of its business or the nature of property owned or used by it makes such qualification necessary (except where the failure to so qualify would not constitute a Material Adverse Change).

(b)        The execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents to which it is or will be a party, and the receipt by the Borrower of the proceeds of Extensions of Credit on the date of any Extension of Credit, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not and will not contravene (i) the Borrower’s charter or by-laws, (ii) any law, or (iii) any legal or contractual restriction binding on or affecting the Borrower (including, without limitation, the PSC Order); and such execution, delivery and performance do not and will not result in or require the creation of any Lien (other than pursuant to the Loan Documents) upon or with respect to any of its properties.

(c)        No Governmental Approval is required in connection with the execution, delivery or performance by the Borrower of any Loan Document, other than (i) the PSC Order, which order is final and in full force and effect and not subject to appeal, rehearing, review or reconsideration and such Governmental Approval as may be necessary for the outstanding principal balance of the Extensions of Credit to be permitted to exceed $250 million and (ii) from any Trigger Date, additional Governmental Approvals required to be obtained for the term of this Agreement to extend past such Trigger Date.

(d)        This Agreement is, and each other Loan Document to which the Borrower will be a party when executed and delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the qualifications, however, that the enforcement of the rights and remedies herein and therein is subject to bankruptcy and other similar laws of general application affecting rights and remedies of creditors and that the remedy of specific performance or of injunctive relief is subject to the discretion of the court before which any proceedings therefor may be brought.

(e) Since December 31, 2004, there has been no Material Adverse Change.

(f)         The audited consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2004, and the related audited consolidated statements of income of the Borrower and its Subsidiaries for the fiscal year then ended, and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at March 31, 2005, and the related unaudited consolidated statements of income for the three-month period then ended, copies of each of which have been furnished to each Bank, fairly present (subject, in the case of such balance sheets and statements of income for the three-month period ended March 31, 2005, to year-end adjustments) the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance, in all material respects, with GAAP.

(g)        Except as disclosed in the Parent’s Report on Form 10-K for the year ended December 31, 2004 and Report on Form 10-Q for the period ended March 31, 2005, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries or properties before any court, governmental agency or arbitrator, that might reasonably be expected to constitute a Material Adverse Change, and since December 31, 2004 there have been no material adverse developments in any action or proceeding so disclosed that might be reasonably expected to constitute a Material Adverse Change.

(h)        No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan of the Borrower or any of its ERISA Affiliates which would result in a material liability to the Borrower. No “prohibited transaction” has occurred with respect to any Plan of the Borrower that is reasonably expected to result in a material liability to the Borrower. Neither the Borrower nor any of its ERISA Affiliates has incurred nor reasonably expects to incur any material withdrawal liability under ERISA to any Multiemployer Plan.

(i)         The Borrower has filed all tax returns (Federal, state and local) required to be filed and paid all taxes shown thereon to be due, including interest and penalties, or, to the extent the Borrower is contesting in good faith by appropriate proceedings an assertion of liability based on such returns and has provided adequate reserves for payment thereof in accordance with GAAP.

(j)         Neither the Borrower nor any Subsidiary of the Borrower is engaged principally, or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock. After the making of each Extension of Credit, Margin Stock will constitute less than 25 percent of the assets (as

determined by any reasonable method) of the Borrower and its Subsidiaries on a consolidated basis.

(k)        The Borrower is not (i) an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended or (ii) a “holding company” within the meaning of PUHCA.

(l)         Neither the Borrower or any Affiliate of the Borrower (i) is a Sanctioned Person, (ii) has more than 15% of its assets in Sanctioned Countries, or (iii) derives more than 15% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Countries. No part of the proceeds of any Advance hereunder will be used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country.

(m)       Neither the making of the Advances hereunder nor the use of the proceeds thereof will violate the PATRIOT Act, the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto. The Borrower and its Subsidiaries are in compliance in all material respects with the PATRIOT Act.

(n)        Each of the Borrower and its Subsidiaries has timely filed all material reports, documents and other materials required to be filed by it in order to comply with the requirements of all applicable laws, rules, regulations and orders of any governmental authority, and is otherwise in compliance with the requirements of all applicable laws, rules, regulations and orders of any governmental authority in respect of the conduct of its business and the ownership and operation of its properties, except in each case to the extent that the failure to comply therewith, individually or in the aggregate, could not reasonably be expected to constitute a Material Adverse Change.

ARTICLE V

COVENANTS OF THE BORROWER

Section 5.1     Affirmative Covenants. So long as any amount in respect of this Agreement shall remain unpaid, any Lender shall have any Commitment or any Letter of Credit shall remain outstanding, the Borrower will, unless the Majority Lenders shall otherwise consent in writing:

(a)        Payment of Taxes, Etc. Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, all taxes, assessments and governmental charges, royalties or levies imposed upon it or upon its property except, in the case of taxes, to the extent the Borrower or such Subsidiary is contesting the same in good faith and by appropriate proceedings and has set aside adequate reserves for the payment thereof in accordance with GAAP, unless the failure to do so would not constitute a Material Adverse Change.

(b)        Maintenance of Insurance. Maintain, or cause to be maintained, insurance or other risk management programs covering the Borrower and each of its Subsidiaries and their

respective properties in effect at all times in such amounts and covering such risks and using such means as are usual and customary for companies of a similar size (based on the aggregate book value of the Parent’s assets, as determined on a consolidated basis in accordance with GAAP), engaged in similar businesses and owning similar properties, either with reputable insurance companies or, in whole or in part, by establishing reserves of one or more insurance funds or other risk management mechanisms, either alone or with other corporations or associations.

(c)        Preservation of Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence (except in a transaction permitted by Section5.2(e)), material rights (statutory and otherwise) and franchises; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to preserve and maintain any such right or franchise, and no such Subsidiary shall be required to preserve and maintain its corporate existence, unless the failure to do so would constitute a Material Adverse Change.

(d)        Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply, with the requirements of all applicable laws, rules, regulations and orders of any governmental authority, including without limitation any such laws, rules, regulations and orders relating to zoning, environmental protection, use and disposal of Hazardous Substances, land use, ERISA, construction and building restrictions, and employee safety and health matters relating to business operations, the non-compliance with which would constitute a Material Adverse Change.

(e)        Inspection Rights. At the reasonable expense of the Borrower, at any time and from time to time, upon reasonable notice, permit or arrange for the Agent, the LC Issuing Bank, the Lenders and their respective agents and representatives to examine and make copies of and abstracts from the records and books of account of, and the properties of, the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and its Subsidiaries with the Borrower and its Subsidiaries and their respective officers, directors and accountants.

(f)         Keeping of Books. Keep, and cause its Subsidiaries to keep, proper records and books of account, in which full and correct entries shall be made of all financial transactions of the Borrower and its Subsidiaries and the assets and business of the Borrower and its Subsidiaries, in accordance with GAAP.

(g)        Maintenance of Properties, Etc. Maintain, and cause each of its Subsidiaries to maintain, good and marketable title to, and preserve, maintain, develop, and operate in substantial conformity with all laws and material contractual obligations, all of its properties which are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so would not constitute a Material Adverse Change.

(h) Reporting Requirements. Furnish to each Lender:

(i)      as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such

statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto;

(ii)      as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section5.1(h)(ii) with respect to such quarter;

(iii)     as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of a Senior Financial Officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section5.1(h)(iii) with respect to such year;

(iv)     concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower(i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section5.2(h) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(v)      as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any

ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto;

(vi)     promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan;

(vii)     promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable;

(viii)    promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request;

(ix)      promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section8.4(c);

(x)      promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and

(xi)     promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request.

Documents required to be delivered pursuant to Section5.1(h)(ii) or Section5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall

have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

(i)         Use of Proceeds. Use the proceeds of the Advances hereunder solely for the Borrower’s general corporate purposes (including supporting commercial paper issued by the Borrower) and in compliance with the PSC Order, and not to (x) finance any Hostile Acquisition or (y) purchase or carry any Margin Stock in violation of Federal Reserve Board Regulations T, U or X.

(j)         Further Assurances. At the expense of the Borrower, promptly execute and deliver, or cause to be promptly executed and delivered, all further instruments and documents, and take and cause to be taken all further actions, that may be necessary or that the Majority Lenders through the Agent may reasonably request to enable the Lenders, the LC Issuing Bank and the Agent to enforce the terms and provisions of this Agreement and to exercise their rights and remedies hereunder or under any other Loan Document. In addition, the Borrower will use all reasonable efforts to duly obtain Governmental Approvals required in connection with the Loan Documents from time to time on or prior to such date as the same may become legally required, and thereafter to maintain all such Governmental Approvals in full force and effect.

(k)        OFAC, PATRIOT Act Compliance. The Borrower will, and will cause each of its Subsidiaries to, (i) refrain from doing business in a Sanctioned Country or with a Sanctioned Person in violation of the economic sanctions of the United States administered by OFAC, and (ii) provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Agent or any Lender in order to assist the Agent and the Lenders in maintaining compliance with the PATRIOT Act.

Section 5.2     Negative Covenants. So long as any amount in respect of this Agreement shall remain unpaid, any Lender shall have any Commitment or any Letter of Credit shall remain outstanding, the Borrower will not, without the written consent of the Majority Lenders:

(a)        Liens, Etc. Create, incur, assume, or suffer to exist, or permit any of its Subsidiaries to create, incur, assume, or suffer to exist, any lien, security interest, or other charge or encumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential interest upon or with respect to any of its properties of any character (including, without limitation, accounts) (any of the foregoing being referred to herein as a “Lien”), excluding, however, from the operation of the foregoing restrictions the Liens created under the Loan Documents and the following:

(i)      Liens for taxes, assessments or governmental charges or levies to the extent not past due;

(ii)      Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens and other similar Liens arising in the ordinary course of business securing obligations which are not overdue or which are being contested in good

faith, provided that any such contested Lien securing an amount claimed in excess of $5,000,000 shall be fully bonded within 90 days after the imposition of such Lien;

(iii)     pledges or deposits to secure obligations under workmen’s compensation laws or similar legislation, to secure public or statutory obligations of the Borrower or such Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in the ordinary course of business;

(iv)     (A) purchase money Liens upon or in property now owned or hereafter acquired by the Borrower or any of its Subsidiaries in the ordinary course of business (consistent with present practices, it being understood that for purposes of this clause, the purchase, construction or maintenance of generating facilities by the Borrower or any of its Subsidiaries shall be deemed to be in the ordinary course of business and consistent with present practices) to secure (1) the purchase price of such property or (2) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property to be subject to such Liens, or (B) Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved and replacements, modifications and proceeds of such property, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced;

(v)      Liens on the capital stock of any of the Borrower’s single-purpose Subsidiaries or any such Subsidiary’s assets to secure the repayment of project financing or Nonrecourse Debt for such Subsidiary;

(vi) Liens securing Debt permitted by Section5.2(b)(i)(A) or 5.2(b)(i)(B);

(vii)     attachment, judgment or other similar Liens arising in connection with court proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith by appropriate proceedings or the payment of which is covered in full (subject to customary deductible amounts) by insurance maintained with responsible insurance companies;

(viii)    Liens incurred in connection with the sales of assets permitted in Section5.2(f)(vii);

(ix)     Liens incurred by the Borrower or any of its Subsidiaries on assets of the Borrower and its Subsidiaries to secure Nonrecourse Debt or obligations other than for borrowed money, in an aggregate principal amount not to exceed $100,000,000 outstanding at any one time;

(x)      Liens on nuclear fuel granted in connection with any financing arrangement for the purpose of purchasing or leasing such nuclear fuel;

(xi)     Liens constituting easements, restrictions and other similar encumbrances arising in the ordinary course of business, which in the aggregate do not materially adversely affect the use by Borrower or any of its Subsidiaries of their respective properties;

(xii)     Liens on assets of any Subsidiary of the Borrower in favor of the Borrower or any wholly-owned Subsidiary of the Borrower; and

(xiii)    other Liens set forth in Schedule II hereto, and any extensions, renewals, refinancing or replacements of any such Liens upon or in the same property theretofore subject thereto.

(b)	Debt.
	(i)	Create, incur, assume, or suffer to exist any Debt other than:
		(A)	Debt hereunder and under the other Loan Documents;
		(B)	Debt issued pursuant to the Indentures;

(C)other Debt of the Borrower that is pari passu with, or subordinate to, the Debt hereunder or secured by a Lien permitted under Section5.2(a); and

provided, however, that, both immediately before and after the incurrence of any Debt described in clause (B) or (C) of this paragraph (i), the Borrower shall be in compliance with the covenant set forth in Section5.2(h).

(ii)      Permit any of its Subsidiaries to create, incur, assume, or suffer to exist any Debt other than:

(A)Debt of any Person acquired by the Borrower or any such Subsidiary (whether by merger, stock or asset purchase, or otherwise) that was in effect and outstanding at the time of acquisition;

(B)Debt owing by any such Subsidiary to the Borrower or to any other such Subsidiary;

(C)Debt of such Subsidiaries under working capital lines and with respect to Capitalized Lease Obligations not to exceed $5,000,000 in the aggregate at any one time outstanding (such dollar limitation to apply to the Debt of any Persons acquired by and merged into any such Subsidiary to the extent of any surviving working capital lines and Capitalized Lease Obligations of any such Person that shall survive such acquisition and merger);

(D) Debt secured by Liens permitted by Section5.2(a);

(E)Debt incurred in connection with the sales of assets permitted in Section5.2(f)(vii); and

(F) other Debt set forth in Schedule III hereto;

provided, however, that, both immediately before and after the incurrence of any Debt described in clause (A), (B), (C), (D) or (E) of this paragraph (ii), the Borrower shall be in compliance with the covenant set forth in Section5.2(h).

(c)        Compliance with ERISA. (i) Permit to exist any “accumulated funding deficiency” (as defined in Section 412(a) of the Internal Revenue Code of 1986, as amended from time to time) (unless such deficiency exists with respect to a Multiple Employer Plan or Multiemployer Plan and the Borrower has no control over the reduction or elimination of such deficiency), (ii) terminate, or permit any ERISA Affiliate of the Borrower to terminate, any Plan of the Borrower or such ERISA Affiliate so as to result in any material (in the opinion of the Majority Lenders) liability of the Borrower to the PBGC, or (iii) permit to exist any occurrence of any Reportable Event (as defined in Title IV of ERISA), or any other event or condition, which presents a material (in the opinion of the Majority Lenders) risk of such a termination by the PBGC of any Plan of the Borrower or such ERISA Affiliate and such a material liability to the Borrower.

(d)        Transactions with Affiliates. Enter into, or permit any of its Subsidiaries to enter into, any transaction with an Affiliate of the Borrower, unless such transaction (i) is on terms no less favorable to the Borrower or such Subsidiary, as the case may be, than if the transaction had been negotiated in good faith on an arm’s length basis with a Person that was not an Affiliate of the Borrower, (ii) has been approved by the Securities and Exchange Commission pursuant to, or is entered into otherwise in accordance with, PUHCA or other applicable utility or utility holding company regulations or (iii) is among wholly-owned Subsidiaries of the Borrower or between the Borrower and a wholly-owned Subsidiary.

(e) Mergers, Etc.

(i)      merge with or into or consolidate with or into any other Person, except the Borrower may merge with or into or consolidate with or into any of its Subsidiaries, provided that immediately after giving effect thereto, (A) no event shall occur and be continuing that constitutes an Unmatured Default or an Event of Default, (B) the Borrower is the surviving corporation and (C) the Borrower shall not be liable with respect to any Debt or allow its property to be subject to any Lien which it could not become liable with respect to or allow its property to become subject to under this Agreement or any other Loan Document on the date of such transaction; or

(ii)      permit any of its Subsidiaries to merge with or into or consolidate with or into any other Person, except that any such Subsidiary may merge with or into any other Person, provided that immediately after giving effect thereto, (A) the surviving corporation is a Subsidiary of the Borrower, (B) no event shall occur and be continuing that constitutes an Unmatured Default or an Event of Default and (C) the Borrower or any of its Subsidiaries shall not be liable with respect to any Debt or allow its property to

be subject to any Lien which it could not become liable with respect to or allow its property to become subject to under this Agreement or any other Loan Document on the date of such transaction.

(f)         Sales, Etc., of Assets. Sell, lease, transfer, assign or otherwise dispose of any of its assets, or permit any of its Subsidiaries to sell, lease, transfer, assign or otherwise dispose of any of its assets, except (i) sales, leases, transfers and assignments from one Subsidiary of the Borrower to another such Subsidiary or to the Borrower, (ii) in any transaction in which the net proceeds from such sale, lease, transfer, assignment or disposition are solely Cash and Cash Equivalents and such proceeds are (A) applied solely as a permanent reduction of the Commitments and prepayment of Advances pursuant to Section2.5 and Section2.11, or (B) applied solely to pay or prepay Debt (together with a permanent reduction of any commitments relating to such Debt) incurred by the Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 20% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries in the aggregate from the date hereof until the Termination Date in any single or series of transactions, whether or not related, (v) sales, leases, transfers and assignments of worn out or obsolete equipment no longer used and useful in the business of the Borrower and its Subsidiaries, (vi) dispositions of the Borrower’s Illinois assets, and (vii) sales of contracts and accounts receivable by the Borrower and its Subsidiaries; provided that in each case under clauses (i) through (vii) above, no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto.

(g)        Maintenance of Ownership of Significant Subsidiaries. Sell, assign, transfer, pledge or otherwise dispose of any Equity Interests of any of its Significant Subsidiaries or any warrants, rights or options to acquire such Equity Interests, or permit any of its Significant Subsidiaries to issue, sell or otherwise dispose of any shares of its Equity Interests or any warrants, rights or options to acquire such capital stock, except (and only to the extent) as may be necessary to give effect to a transaction permitted by Section5.2(e).

(h)        Capitalization Ratio. Permit the ratio of Consolidated Debt of the Borrower to Consolidated Capital of the Borrower to exceed .58 to 1.00.

(i)         Restrictive Agreements. Directly or indirectly, enter into, incur or permit to exist, or permit, directly or indirectly, any of its Significant Subsidiaries to enter into, incur or permit to exist, any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Significant Subsidiary to declare or pay dividends or other distributions to the Parent, the Borrower or any other Significant Subsidiary; provided that the foregoing limitations do not apply to (i) financial covenants that require the maintenance of a minimum net worth or compliance with financial tests as conditions to the ability to pay dividends or make other distributions with respect to capital stock or otherwise; (ii) restrictions that arise only if dividends on preferred stock have not been paid; and (iii) limitations or restrictions imposed by law or in regulatory proceedings.

(j)         Synthetic Lease Restrictions. Enter into or permit any Subsidiary to enter into a synthetic lease transaction.

ARTICLE VI

EVENTS OF DEFAULT

Section 6.1     Events of Default. If any of the following events (each an “Event of Default”) shall occur and be continuing after the applicable grace period and notice requirement (if any):

(a)        The Borrower shall fail to pay any principal of any Borrowing or any reimbursement obligation in respect of a Letter of Credit when the same becomes due and payable; or

(b)        The Borrower shall fail to pay any interest on any Borrowing or any other amount due under this Agreement for two days after the same becomes due; or

(c)         Any representation or warranty made by or on behalf of the Borrower in any Loan Document or in any certificate or other writing delivered pursuant thereto shall prove to have been incorrect in any material respect when made or deemed made; or

(d)        The Borrower shall fail to perform or observe any term or covenant on its part to be performed or observed contained in Section5.1(c), Section5.1(h)(i) or Section5.2 (other than Sections5.2(c) and 5.2(d) thereof); or

(e)        The Borrower shall fail to perform or observe any other term or covenant on its part to be performed or observed contained in this Agreement or in any other Loan Document, and any such failure shall remain unremedied, after the earlier of (i) actual knowledge by the Borrower thereof, and (ii) written notice thereof shall have been given to the Borrower by the Agent, for a period of 30 days; or

(f)         The Borrower or any of its Significant Subsidiaries shall fail to make any payment in respect of any of its Debt other than Nonrecourse Debt, including any interest or premium thereon (but excluding Debt hereunder) aggregating $50,000,000 or more when due under documents related to such Debt (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in any agreement or instrument relating to such Debt; or any other default under any agreement or instrument relating to such Debt, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof as a result of a default or other similar adverse event; or

(g)        The Borrower or any of its Significant Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make an assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its Significant Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of its debts under any law relating to bankruptcy, insolvency, or

reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property and, in the case of a proceeding instituted against the Borrower or any of its Subsidiaries, either such proceeding shall remain undismissed or unstayed for a period of 60 days or any of the actions sought in such proceeding (including without limitation the entry of an order for relief against the Borrower or such Subsidiary or the appointment of a receiver, trustee, custodian or other similar official for the Borrower or such Subsidiary or any of its property) shall occur; or the Borrower shall take any corporate or other action to authorize any of the actions set forth above in this Section6.1(g); or

(h)         Any judgment or order for the payment of money equal to or in excess of $50,000,000 shall be rendered against the Borrower or any of its Subsidiaries or their respective properties and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(i)          Any material provision of any Loan Document to which the Borrower is a party shall for any reason cease to be valid and binding on the Borrower or the Borrower shall so assert in writing; or

(j)         Any Governmental Approval required in connection with the execution, delivery and performance of the Loan Documents shall expire or be rescinded, revoked, otherwise terminated, or amended or modified in any manner that is materially adverse to the interests of the Lenders, the LC Issuing Bank and the Agent; or

(k)        Any ERISA Event shall have occurred with respect to a Plan that could reasonably be expected to result in a material liability to the Borrower, and, 30 days after notice thereof shall have been given to the Borrower by the Agent, the LC Issuing Bank or any Lender, such ERISA Event shall still exist; or

(l)         (i) The Parent shall cease to own 100% of the common equity interests of the Borrower or shall cease to have the power (whether or not exercised) to elect a majority of the Borrower’s directors:

then, and in any such event, the Agent shall at the request, or may with the consent, of the holders of greater than 50% of the principal amount of the Outstanding Credits then outstanding or, if no Outstanding Credits are then outstanding, Lenders having greater than 50% of the Commitments, by notice to the Borrower, (i) declare the obligation of each Lender to make Advances and the obligation of the LC Issuing Bank to issue Letters of Credit to be terminated, whereupon the same shall forthwith terminate, (ii) declare the Advances (if any), all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower (iii) direct the Borrower to deposit (and the Borrower hereby agrees, forthwith upon receipt of notice of such direction from the Agent, to deposit) with the Agent from time to time such additional amount of

cash as is equal to the LC Outstandings, such amount to be held by the Agent in the Cash Collateral Account as security for the LC Outstandings as described in Section6.2 and (iv) exercise all rights and remedies available to it under this Agreement, the other Loan Documents and applicable law; provided, however, that in the event of a Bankruptcy Event, (A) the obligation of the LC Issuing Bank to issue Letters of Credit, and the Commitments and the obligation of each Lender to make Advances shall automatically be terminated, (B) the Advances, all such interest and all other amounts payable under this Agreement and the other Loan Documents shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower and (C) the obligation of the Borrower to cash collateralize the LC Outstandings as aforesaid shall automatically become effective, in each case without further action by the Agent, LC Issuing Bank or any Lender.

Section 6.2     Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Agent pursuant to this ArticleVI shall affect (i) the obligation of the LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Agent shall at the request, or may with the consent, of the Majority Lenders (except upon the occurrence of a Bankruptcy Event), upon notice to the Borrower, require the Borrower to deposit with the Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Agent in the name of, and under the sole dominion and control of, the Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Wachovia for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Agent, in its sole discretion. The Borrower hereby grants to the Agent for the benefit of the LC Issuing Bank and the Lenders a Lien in and hereby assigns to the Agent for the benefit of LC Issuing Bank and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the obligations as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

ARTICLE VII

THE AGENT

Section 7.1     Authorization and Action. Each of the Lenders (for purposes of this Article, references to the Lenders shall also mean the LC Issuing Bank) hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under

this Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement or any other Loan Document (including, without limitation, enforcement or collection of the Borrowings), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes (if any); provided, however, that the Agent shall not be required to take any action which, in its opinion or the opinion of its counsel, may expose the Agent to personal liability or which is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. The Agent shall be deemed to have exercised reasonable care in the administration and enforcement of this Agreement and the other Loan Documents if it undertakes such administration and enforcement in a manner substantially equal to that which Wachovia accords credit facilities similar to the credit facility hereunder for which it is the sole lender. The provisions of this Article are solely for the benefit of the Agent and the Lenders except as otherwise expressly provided herein, and the Borrower shall have no rights as a third party beneficiary of any of such provisions.

Section 7.2     Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts a Lender Assignment entered into by the Lender which is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section8.7; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Loan Document; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (vi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Section 7.3     Wachovia and Affiliates. With respect to its Commitment and the Advances made by it, Wachovia shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent or the LC Issuing Bank; and the term “Bank” or “Banks” and “Lender” or “Lenders” shall, unless otherwise expressly indicated, include Wachovia in its individual capacity. Wachovia and its Affiliates may accept deposits from, lend money to, act as the financial advisor or the trustee under

indentures of, and generally engage in any kind of business with, the Borrower or any Subsidiary or other Affiliate thereof and any Person who may do business with or own securities of the Borrower or any Subsidiary or other Affiliate thereof, all as if Wachovia were not the Agent and without any duty to account therefor to the Lenders.

Section 7.4     Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on the financial statements referred to in Section4.1(f) and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

Section 7.5     Indemnification. The Lenders agree to indemnify the Agent and any Related Party to the Agent (to the extent not reimbursed by the Borrower), ratably according to (i) on or before the Termination Date, the respective Percentages of the Lenders, or (ii) after the Termination Date, the respective outstanding principal amounts of the Advances, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Section 7.6     Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Agent pursuant to this Section7.6. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent, which shall be a Lender or shall be another commercial bank or trust company (and reasonably acceptable to the Borrower so long as no Event of Default exists) organized under the laws of the United States or of any State thereof. If no successor Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Majority Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States of any State thereof reasonably acceptable to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under

this Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this ArticleVII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Section 7.7     Delegation of Duties. The Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Agent; provided, however, that the Agent shall remain responsible for the performance of its duties under this Agreement and the Loan Documents to the extent required under this Article. The Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Affiliates and the partners, directors, officers, employees, agents and advisors of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Agent.

Section 7.8     No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Joint Lead Arrangers, Syndication Agent, Documentation Agents or other agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Agent or a Lender hereunder.

Section 7.9     LC Issuing Bank. The provisions of this Article (other than Section7.3) shall apply to the LC Issuing Bank mutatismutandis to the same extent as such provisions apply to the Agent.

ARTICLE VIII

MISCELLANEOUS

Section 8.1     Amendments, Etc. No amendment or waiver of any provision of any Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and, in the case of any amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive, modify or eliminate any of the conditions specified in Section3.1, Section3.2 or Section3.3 (b) increase or extend the Commitments of the Lenders (other than pursuant to Section2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances, any Applicable Margin or any fees or other amounts payable hereunder (other than fees payable to the Agent, the Joint Lead Arrangers or the LC Issuing Bank for their own account, or to any Lender pursuant to Section2.12 or Section2.16), (d) postpone any date fixed for any payment of principal of, or interest on, the Advances, any reimbursement obligation in respect of Letters of Credit or any fees or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder, (f) amend this Section8.1, (g) release any collateral for the obligations of the Borrower hereunder or (h) change or waive any provision of

Section2.17 or any other provision of this Agreement or any other Loan Document requiring pro rata treatment of the Lenders; and provided, further, that (i) no amendment, waiver or consent shall affect the rights or duties of the Agent or the LC Issuing Bank under this Agreement or any Note, unless such amendment, waiver or consent is in writing and signed by the Agent and the LC Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, (ii) that no amendment, waiver or consent shall change or waive any provision of Section2.12 or Section2.16, unless such amendment, waiver or consent is in writing and signed by each Lender directly affected thereby, in addition to the Lenders required above to take such action and (iii) that this Agreement may be amended and restated without the consent of any Lender, the LC Issuing Bank or the Agent if, upon giving effect to such amendment and restatement, such Lender, the LC Issuing Bank or the Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, the LC Issuing Bank or the Agent, as the case may be.

Section 8.2     Notices, Etc. All notices and other communications provided for hereunder and under the other Loan Documents shall be in writing (including telecopier, telegraphic, telex or cable communication) and mailed, telecopied, telegraphed, telexed, cabled or delivered, if to the Borrower, at its address at 4902 North Biltmore Lane, Madison, Wisconsin 53718-2132 Attn: Treasurer, or P.O. Box 77007, Madison, Wisconsin 53707-1007 Attn: Treasurer; if to any Bank, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Lender Assignment pursuant to which it became a Lender; and if to the Agent, at its address at One Wachovia Center, Wachovia Bank, National Association, 301 S. College Street, NC-0760, Charlotte, North Carolina 28288-0760, Attention: Shannan Townsend; or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties. All such notices and communications shall, when mailed, telecopied, telegraphed, telexed or cabled, be effective five days after being deposited in the mails, or when delivered to the telegraph company, telecopied, confirmed by telex answerback or delivered to the cable company, respectively, except that notices and communications to the Agent pursuant to ArticlesII or VII shall not be effective until received by the Agent.

Section 8.3     No Waiver; Remedies. No failure on the part of any Lender, the LC Issuing Bank or the Agent to exercise, and no delay in exercising, any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section8.4 Costs, Expenses, Taxes and Indemnification.

(a)        The Borrower agrees to pay on demand all costs and expenses of the Agent in connection with the preparation (including, without limitation, printing costs), negotiation, execution, delivery, modification and amendment of this Agreement and the other Loan Documents, and the other documents and instruments to be delivered hereunder and thereunder, including, without limitation, the reasonable fees and out of pocket expenses of counsel for the Agent with respect thereto and with respect to the administration of, and advising the Agent as to its rights and responsibilities under, this Agreement and the other Loan Documents. The

Borrower further agrees to pay on demand all costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses of the Agent, the LC Issuing Bank and each Lender), in connection with the enforcement and workout (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other Loan Documents and the other documents and instruments to be delivered hereunder and thereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section8.4(a). In addition, the Borrower shall pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Agreement and the other Loan Documents, and the other documents and instruments to be delivered hereunder and thereunder, and agrees to save the Agent, the LC Issuing Bank and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes.

(b)        If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance as a result of a payment or Conversion pursuant to Section2.9(f), Section2.10, Section2.11 or Section2.13 or acceleration of the maturity of the Advances pursuant to Section6.1 or for any other reason, the Borrower shall, upon demand by any Lender or the LC Issuing Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or the LC Issuing Bank, as the case may be, any amounts required to compensate such Lender or the LC Issuing Bank for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance.

(c)        The Borrower hereby agrees to indemnify and hold each Lender, the Agent, the LC Issuing Bank and their respective officers, directors, employees, professional advisors and affiliates (each, an “Indemnified Person”) harmless from and against any and all claims, damages, losses, liabilities, costs or expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) which any of them may incur or which may be claimed against any of them by any Person including the Borrower (except for such claims, damages, losses, liabilities, costs and expenses resulting from such Indemnified Person’s gross negligence or willful misconduct):

(i)      by reason of or resulting from the execution, delivery or performance of any of the Loan Documents or any transaction contemplated thereby, or the use by the Borrower of the proceeds of any Advance or the use by the Borrower or any beneficiary of any Letter of Credit of such Letter of Credit;

(ii)      in connection with any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of any of the Loan Documents;

(iii)     in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance

(A) at, upon, or under any property of the Borrower or any of its Affiliates or (B) by or on behalf of the Borrower or any of its Affiliates at any time and in any place; or

(iv)     in connection with or resulting from the use by unintended recipients of any information or other materials distributed by it through the internet, SyndTrak or other similar transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(d)        The Borrower’s obligations under this Section8.4 shall survive the repayment of all amounts owing to the Lenders hereunder and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section8.4 are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Section8.5 Right of Set-off.

(a)        Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent by the Majority Lenders specified by Section6.1 to authorize the Agent to declare all amounts owing hereunder due and payable pursuant to the provisions of Section6.1, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under any Loan Document, irrespective of whether or not such Lender shall have made any demand under such Loan Document and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.

(b)        The Borrower agrees that it shall have no right of set-off, deduction or counterclaim in respect of its obligations hereunder, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower’s rights to any independent claim that the Borrower may have against the Agent, the LC Issuing Bank or any Lender for the Agent’s, the LC Issuing Bank’s or such Lender’s, as the case may be, gross negligence or willful misconduct; provided that no Lender shall be liable for the conduct of the Agent, the LC Issuing Bank or any other Lender; provided further, that the Agent shall not be liable for the conduct of any Lender or the LC Issuing Bank, and the LC Issuing Bank shall not be liable for the conduct of any Lender or the Agent; provided, however that none of the Agent, any Lender or the LC Issuing Bank shall be liable to the Borrower for any amounts representing indirect, special, consequential or punitive damages suffered by the Borrower.

Section 8.6     Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and the Agent and when the Agent shall have been notified in writing by each Bank that such Bank has executed it and thereafter shall be binding upon and

inure to the benefit of the Borrower, the Agent, the LC Issuing Bank and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

Section8.7 Assignments and Participations.

(a)        Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit and the Note or Notes (if any) held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan Documents, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender), (iii) the Agent, the LC Issuing Bank and, so long as no Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed), and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Register. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Lender Assignment, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Lender Assignment, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of a Lender Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto, but shall continue to be entitled to the benefits of Section2.12(a),Section2.12(b), Section2.16and Section8.4 with respect to facts and circumstances occurring prior to the effective date of such assignment). Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time, with notice to the Borrower, the Agent and the LC Issuing Bank, assign all or any portion of the Advances owing to it to any other Lender or any Affiliate of a Lender. No such assignment, other than to an Eligible Assignee, a Lender or an Affiliate of a Lender, shall release the assigning Lender from its obligations hereunder.

(b)        By executing and delivering a Lender Assignment, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Lender Assignment, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other instrument or document furnished pursuant thereto; (ii) such assigning

Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of each Loan Document, together with copies of the financial statements referred to in Section4.1(f) hereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Lender Assignment; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

(c)        The Agent shall maintain at its address referred to in Section8.2 a copy of each Lender Assignment delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Advances owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d)        Upon its receipt of a Lender Assignment executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with any Note or Notes (if any) subject to such assignment, the Agent shall, if such Lender Assignment has been completed and is in substantially the form of Exhibit8.7 hereto, (i) accept such Lender Assignment, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower.

(e)        Each Lender may sell participations to one or more banks, financial institutions or other entities in all or a portion of its rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit and the Note or Notes (if any) held by it); provided, however, that (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note (if any) for all purposes of this Agreement, and (iv) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

(f)         Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section8.7, disclose to the assignee or participant or

proposed assignee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree, in accordance with the terms of Section8.8, to preserve the confidentiality of any Confidential Information relating to the Borrower received by it from such Lender.

(g)        If any Lender (or any bank, financial institution, or other entity to which such Lender has sold a participation) shall (i) make any demand for payment under Section2.8 or Section2.12 or (ii) give notice to the Agent pursuant to Section2.13, then within 30 days after any such demand or occurrence (if, but only if, in the case of any demanded payment described in clause (i), such demanded payment has been made by the Borrower), the Borrower may, with the approval of the Agent and the LC Issuing Bank (which approval shall not be unreasonably withheld), and provided that no Event of Default or Unmatured Default shall then have occurred and be continuing, demand that such Lender assign in accordance with this Section8.7 to one or more Eligible Assignees designated by the Borrower all (but not less than all) of such Lender’s Commitment, its participations in Letters of Credit and the Advances owing to it within the period ending on the later to occur of (x) the last day in the 30-day period described above and (y) the last day of the longest of the then-current Interest Periods for such Advances. If any such Eligible Assignee designated by the Borrower shall fail to consummate such assignment on terms acceptable to such Lender, or if the Borrower shall fail to designate any such Eligible Assignees for all or part of such Lender’s Commitment or Advances, then such demand by the Borrower shall become ineffective; it being understood for purposes of this Section8.7(g) that such assignment shall be conclusively deemed to be on terms acceptable to such Lender, and such Lender shall be compelled to consummate such assignment to an Eligible Assignee designated by the Borrower, if such Eligible Assignee (1) shall agree to such assignment by entering into a Lender Assignment with such Lender and (2) shall offer compensation to such Lender in an amount equal to all amounts then owing by the Borrower to such Lender hereunder, whether for principal, interest, fees, costs or expenses (other than the demanded payment referred to above and payable by the Borrower as a condition to the Borrower’s right to demand such assignment), or otherwise.

(h)         Anything in this Section8.7 to the contrary notwithstanding, any Lender may assign and pledge all or any portion of its Commitment and the Advances owing to it to any Federal Reserve Bank (and its transferees) as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder.

(i)         Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) of such Granting Lender identified as such in writing from time to time by the Granting Lender to the Agent, the LC Issuing Bank and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any such SPC to make any Advance, (ii) if such SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof and (iii) no SPC or Granting Lender shall be

entitled to receive any greater amount pursuant to Section2.12 or Section8.4 than the Granting Lender would have been entitled to receive had the Granting Lender not otherwise granted such SPC the option to provide any Advance to the Borrower. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would otherwise be liable so long as, and to the extent that, the related Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against or join any other person in instituting against such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. Notwithstanding the foregoing, the Granting Lender unconditionally agrees to indemnify the Borrower, the LC Issuing Bank, the Agent and each Lender against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be incurred by or asserted against the Borrower, the LC Issuing Bank, the Agent or such Lender, as the case may be, in any way relating to or arising as a consequence of any such forbearance or delay in the initiation of any such proceeding against its SPC. Each party hereto hereby acknowledges and agrees that no SPC shall have the rights of a Lender hereunder, such rights being retained by the applicable Granting Lender. Accordingly, and without limiting the foregoing, each party hereby further acknowledges and agrees that no SPC shall have any voting rights hereunder and that the voting rights attributable to any Advance made by an SPC shall be exercised only by the relevant Granting Lender and that each Granting Lender shall serve as the administrative agent and attorney-in-fact for its SPC and shall on behalf of its SPC receive any and all payments made for the benefit of such SPC and take all actions hereunder to the extent, if any, such SPC shall have any rights hereunder. In addition, notwithstanding anything to the contrary contained in this Agreement any SPC may (i) with notice to, but without the prior written consent of any other party hereto, assign all or a portion of its interest in any Advances to the Granting Lender and (ii) disclose on a confidential basis any information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section8.7(i) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Advance is being funded by an SPC at the time of such amendment.

Section 8.8     Confidentiality. In connection with the negotiation and administration of this Agreement and the other Loan Documents, the Borrower has furnished and will from time to time furnish to the Agent, the LC Issuing Bank and the Lenders (each, a “Recipient”) written information which is identified to the Recipient in writing, when delivered, as confidential (such information, other than any such information which (i) as publicly available, or otherwise known to the Recipient, at the time of disclosure, (ii) subsequently becomes publicly available other than through any act or omission by the Recipient or (iii) otherwise subsequently becomes known to the Recipient other than through a Person whom the Recipient knows to be acting in violation of his or its obligations to the Borrower, being hereinafter referred to as “Confidential Information”). The Recipient will maintain the confidentiality of any Confidential Information in accordance with such procedures as the Recipient applies generally to information of that nature. It is understood, however, that the foregoing will not restrict the Recipient’s ability to

freely exchange such Confidential Information with its Affiliates or with current or prospective participants in or assignees of, or any current or prospective counterparty (or its advisors) to any swap, securitization or derivative transaction relating to, the Recipient’s position herein, but the Recipient’s ability to so exchange Confidential Information shall be conditioned upon any such Affiliate’s or prospective participant’s or assignee’s or counterparty’s entering into an understanding as to confidentiality similar to this provision. It is further understood that the foregoing will not prohibit the disclosure of any or all Confidential Information if and to the extent that such disclosure may be required (i) by a regulatory agency or otherwise in connection with an examination of the Recipient’s records by appropriate authorities, (ii) pursuant to court order, subpoena or other legal process or in connection with any pending or threatened litigation, (iii) otherwise as required by law, or (iv) in order to protect its interests or its rights or remedies hereunder or under the other Loan Documents; in the event of any required disclosure under clause (ii) or (iii) above, the Recipient agrees to use reasonable efforts to inform the Borrower as promptly as practicable.

Section 8.9     WAIVER OF JURY TRIAL. THE AGENT, THE LC ISSUING BANK, THE LENDERS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE AGENT, THE LC ISSUING BANK, SUCH LENDERS OR THE BORROWER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENT, THE LC ISSUING BANK AND THE LENDERS ENTERING INTO THIS AGREEMENT.

Section 8.10   Governing Law. This Agreement and the other Loan Documents shall be governed by, and construed in accordance with, the laws of the State of New York; provided that each Letter of Credit shall be governed by, and construed in accordance with, the laws or rules designated in such Letter of Credit or application therefor or, if no such laws or rules are designated, the International Standby Practices of the International Chamber of Commerce, as in effect from time to time (the “ISP”), and, as to matters not governed by the ISP, the laws of the State of New York. The Borrower, each Lender, the LC Issuing Bank and the Agent (i) irrevocably submits to the non-exclusive jurisdiction of any New York State court or Federal court sitting in New York City in any action arising out of any Loan Document, (ii) agrees that all claims in such action may be decided in such court, (iii) waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum and (iv) consents to the service of process by mail, provided that a copy shall be promptly sent by overnight courier to Foley & Lardner LLP, U.S. Bank Center, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202-5367, Attention: Emory Ireland, Esq. A final judgment in any such action shall be conclusive and may be enforced in other jurisdictions. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court.

Section 8.11   Relation of the Parties; No Beneficiary. No term, provision or requirement, whether express or implied, of any Loan Document, or actions taken or to be taken by any party thereunder, shall be construed to create a partnership, association, or joint venture

between such parties or any of them. No term or provision of the Loan Documents shall be construed to confer a benefit upon, or grant a right or privilege to, any Person other than the parties thereto.

Section 8.12   Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 8.13   Severability. To the extent any provision of this Agreement is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction.

Section 8.14   Disclosure of Information. The Borrower agrees and consents to the Agent’s and the Joint Arrangers’ disclosure of information relating to this transaction to Gold Sheets and other similar bank trade publications. Such information will consist of deal terms and other information customarily found in such publications.

Section 8.15   USA Patriot Act Notice. Each Lender that is subject to the PATRIOT Act and the Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Agent, as applicable, to identify the Borrower in accordance with the PATRIOT Act.

Section 8.16   Entire Agreement. This Agreement, together with any Note, the Fee Letters and any other agreements, instruments and other documents required to be executed and delivered in connection herewith, represents the entire agreement of the parties hereto and supersedes all prior agreements and understandings of the parties with respect to the subject matter covered hereby.

[Signatures to Follow]

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.

WISCONSIN POWER AND LIGHT COMPANY

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent, LC Issuing Bank and as Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

BARCLAYS BANK PLC, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

JPMORGAN CHASE BANK, N.A., as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

ABN AMRO, N.V., as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

BANK OF AMERICA, N.A., as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

THE BANK OF NEW YORK, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

CITIBANK, N.A., as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

KEYBANK NATIONAL ASSOCIATION, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

MERRILL LYNCH BANK USA, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

UBS LOAN FINANCE LLC, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

MIZUHO CORPORATE BANK, LTD., as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

LEHMAN BROTHERS BANK, FSB, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

SCHEDULE I

WISCONSIN POWER AND LIGHT COMPANY

Amended and Restated Five Year Credit Agreement, dated as of August 3, 2005, among

Wisconsin Power and Light Company, as Borrower, the Banks named therein

and Wachovia, National Association, as Agent and LC Issuing Bank

Name of Lender	Commitment	Domestic Lending Office	Eurodollar Lending Office
Wachovia Bank, National Association	$26,057,692.31	201 S. College St. CP-8 NC-0680 Attention: Brad Riggenbach Tel: 704-715-8946 Fax: 704-383-0288 Email: bradley.riggenbach@wachovia.com	Same as Domestic Lending Office
Barclays Bank PLC	$26,057,692.31	222 Broadway New York, NY 10038 Attention: Erik Hoffman Tel: 212-412-3709 Fax: 212-412-5305 Email: erik.hoffman@barcap.com	Same as Domestic Lending Office
The Bank of Tokyo-Mitsubishi, Ltd. Chicago Branch	$20,192,307.69	Harborside Financial Center 500 Plaza 3 Jersey City, NJ 07311 Attention: Jimmy Yu Tel: 201-413-8566 Fax: 201-521-2335 Email: jyu@btmna.com	Same as Domestic Lending Office
JPMorgan Chase Bank, N.A.	$19,230,769.23	1111 Fannin Street, Floor 10 Houston, TX 77002 Attention: Fran Camero Tel: 713-750-2200 Fax: 713-750-2782   Email: fran.camero@jpmorgan.com	Same as Domestic Lending Office
ABN AMRO Bank N.V.	$19,230,769.23	540 West Madison Street Suite 2100 Chicago, IL 60661 Attention: Loan Administration Tel: 312-992-5150 Fax: 312-992-5155 Email: cpu.team.b@abnamro.com	Same as Domestic Lending Office
Bank of America, N.A.	$19,230,769.23	901 Main St. TX1-492-14-05 Dallas, TX 75202 Attention: Jackie Archuleta Tel: 214-209-4111 Fax: 214-290-9422 Email: jacqueline.archuleta@bankofamerica.com	Same as Domestic Lending Office
Wells Fargo Bank, N.A.	$19,230,769.23	201 Third St. MAC 0187-081 San Francisco, CA 94103 Attention: Neva Moritani Tel: 415-477-5374 Fax: 415-979-0675 Email:	Same as Domestic Lending Office

The Bank of New York	$14,230,769.23	One Wall Street (19th Floor) New York, NY 10286 Attention: Lisa Williams Tel: 212-685-7585 Fax: 212-685-7552 Email: lwilliams@bankofny.com	Same as Domestic Lending Office
Citibank N.A.	$14,230,769.23	Two Penn’s Way Suite 200 New Castle, DE 19720 Attention: Karen Riley Tel: 302-894-6084 Fax: 302-894-6120 Email: Karen.riley@citigroup.com	Same as Domestic Lending Office
KeyBank National Association	$14,230,769.23	127 Public Square OH-01-27-0847 Cleveland, OH 44114 Attention: Yvette Dyson-Owens Tel: 216 689 4358 Fax: 216-689-4981 Email: Yvette_Dyson-Owens@keybank.com	Same as Domestic Lending Office
Merrill Lynch Bank USA	$14,230,769.23	15 W. South Temple Suite 300 Salt Lake City, UT 84101 Attention: David Millett Tel: 801-526-8312 Fax: 801-933-8641 Email: David_Millett@ml.com	Same as Domestic Lending Office
UBS Loan Finance LLC	$14,230,769.23	677 Washington Blvd. Stamford, CT 06901 Attention: Christopher Aitkin Tel: 203-719-3845 Fax: 203-719-3888 Email: christopher.aitkin@ubs.com	Same as Domestic Lending Office
Mizuho Corporate Bank, Ltd.	$11,538,461.54	1800 Plaza Ten Jersey City, NJ 07311 Attention: Pamela Chen Tel: 201-626-9302 Fax: 201-626-9942 Email: Pamela.chen@mizuhocbus.com	Same as Domestic Lending Office
Lehman Brothers Bank, FSB	$10,384,615.39	745 7th Avenue 16th Floor New York, NY 10019 Attention: Michael Herr Tel: 212-526-6560 Fax: 212-520-0450 Email: mherr@lehman.com	Same as Domestic Lending Office
Australia and New Zealand Banking Group Limited	$7,692,307.69	1177 Avenue of the Americas 6th Floor New York, NY 10036 Attention: Doreen Klingenbeck Tel: 212-801-9726 Fax: 212-536-4826 Email: dklingen@anz.com	Same as Domestic Lending Office
TOTAL	$250,000,000.00

SCHEDULE II

EXISTING LIENS

None.

SCHEDULE III

EXISTING DEBT

None.

EX-4

Exhibit 4.6

$300,000,000

AMENDED AND RESTATED

FIVE YEAR

CREDIT AGREEMENT

Dated as of August 3, 2005

Among

INTERSTATE POWER AND LIGHT COMPANY

as Borrower

THE BANKS NAMED HEREIN

as Banks

and

WACHOVIA BANK, NATIONAL ASSOCIATION

as Administrative Agent and LC Issuing Bank

BARCLAYS BANK PLC

as Syndication Agent

WACHOVIA CAPITAL MARKETS, LLC

and

BARCLAYS CAPITAL

Joint Lead Arrangers and Joint Bookrunners

ABN AMRO BANK N.V.,

BANK OF AMERICA, N.A.

and

JPMORGAN CHASE BANK, N.A.

as Documentation Agents

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.1	Certain Defined Terms	2
Section 1.2	Computation of Time Periods	16
Section 1.3	Computations of Outstandings	16
Section 1.4	Accounting Terms	16

ARTICLE II

AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT

Section 2.1	The Advances	17
Section 2.2	Making the Advances	17
Section 2.3	Letters of Credit	18
Section 2.4	Fees	21
Section 2.5	Changes in the Commitments	22
Section 2.6	Repayment of Advances	22
Section 2.7	Interest on Advances	22
Section 2.8	Additional Interest on Eurodollar Rate Advances	23
Section 2.9	Interest Rate Determination	23
Section 2.10	Voluntary Conversion of Advances	25
Section 2.11	Optional Prepayments of Advances	25
Section 2.12	Increased Costs	26
Section 2.13	Illegality	26
Section 2.14	Payments and Computations	27
Section 2.15	Noteless Agreement; Evidence of Indebtedness	28
Section 2.16	Taxes	29
Section 2.17	Sharing of Payments, Etc.	30
Section 2.18	Extension of Termination Date	31

ARTICLE III

CONDITIONS TO EXTENSIONS OF CREDIT

Section 3.1	Conditions Precedent to Amendment Effective Date	32
Section 3.2	Conditions Precedent to Each Extension of Credit	33
Section 3.3	Conditions Precedent to Extensions of Credit after a Federal Trigger Date	34
Section 3.4	Conditions Precedent to Extensions of Credit On or After Any State Trigger Date	35
Section 3.5	Reliance on Certificates	35

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.1 Representations and Warranties of the Borrower 36 

ARTICLE V

COVENANTS OF THE BORROWER

Section 5.1	Affirmative Covenants	39
Section 5.2	Negative Covenants	43

ARTICLE VI

EVENTS OF DEFAULT

Section 6.1	Events of Default	47
Section 6.2	Cash Collateral Account	49

ARTICLE VII

THE AGENT

Section 7.1	Authorization and Action	50
Section 7.2	Agent’s Reliance, Etc.	51
Section 7.3	Wachovia and Affiliates	51
Section 7.4	Lender Credit Decision	51
Section 7.5	Indemnification	52
Section 7.6	Successor Agent	52
Section 7.7	Delegation of Duties	52
Section 7.8	No Other Duties, Etc.	53
Section 7.9	LC Issuing Bank	53

ARTICLE VIII

MISCELLANEOUS

Section 8.1	Amendments, Etc.	53
Section 8.2	Notices, Etc.	54
Section 8.3	No Waiver; Remedies	54
Section 8.4	Costs, Expenses, Taxes and Indemnification	54
Section 8.5	Right of Set-off	56
Section 8.6	Binding Effect	56
Section 8.7	Assignments and Participations	57
Section 8.8	Confidentiality	60
Section 8.9	WAIVER OF JURY TRIAL	61
Section 8.10	Governing Law	61

Section 8.11	Relation of the Parties; No Beneficiary	62
Section 8.12	Execution in Counterparts	62
Section 8.13	Severability	62
Section 8.14	Disclosure of Information	62
Section 8.15	USA Patriot Act Notice	62
Section 8.16	Entire Agreement	62

EXHIBITS AND SCHEDULES

Exhibit 1.1	-	Form of Note
Exhibit 2.2(a)	-	Form of Notice of Borrowing
Exhibit 2.3	-	Form of Request for Issuance
Exhibit 2.10	-	Form of Notice of Conversion
Exhibit 3.1(a)(viii)-1	-	Form of Opinion of Foley & Lardner LLP
Exhibit 3.1(a)(viii)-2	-	Form of Opinion of In-house Counsel
Exhibit 8.7	-	Form of Lender Assignment
Schedule I	-	Commitment Schedule
Schedule II	-	Existing Liens
Schedule III	-	Existing Debt

AMENDED AND RESTATED

FIVE YEAR CREDIT AGREEMENT

Dated as of August 3, 2005

THIS AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT (this “Agreement”) is made by and among:

(i) INTERSTATE POWER AND LIGHT COMPANY, an Iowa corporation (the “Borrower”),

(ii) the banks (the “Banks”) listed on the signature pages hereof and the other Lenders (as hereinafter defined) from time to time party hereto, and

(iii) WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as administrative agent (the “Agent”) for the Lenders hereunder and as the issuer of Letters of Credit (as hereinafter defined) (the “LC Issuing Bank”).

PRELIMINARY STATEMENTS

(1)      The Borrower has entered into a Five Year Credit Agreement, dated as of July 26, 2004 (such agreement, as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Facility”) with Wachovia, as administrative agent, Barclays Bank PLC, as syndication agent and the other lenders and agents party thereto.

(2)      The Borrower has requested that the parties to the Existing Facility amend and restate the terms of the Existing Facility, and replace the extensions of credit thereunder (including the advances and letters of credit governed by the terms of the Existing Facility), with this Agreement.

(3)      The parties hereto agree that from and after the effectiveness of this Agreement, the obligations under the Existing Facility, including the terms of the extensions of credit outstanding thereunder, shall be continued as, and evidenced by, the Advances, Letters of Credit, this Agreement and other Loan Documents.

(4)      The Lenders have indicated their willingness to continue extensions of credit under the Existing Facility as Advances and Letters of Credit hereunder, and make additional Advances and continue existing or issue additional Letters of Credit on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.1Certain Defined Terms.As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Advance” means an advance by a Lender to the Borrower as part of a Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance, each of which shall be a “Type” of Advance.

“Affected Lender” has the meaning assigned to that term in Section 2.13.

“Affected Lender Advance” has the meaning assigned to that term in Section 2.13.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by, or under direct or indirect common control with such Person. A Person shall be deemed to control another entity if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.

“Agent” has the meaning assigned to that term in the Preamble to this Agreement.

“Alternate Base Rate” means a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall at all times be equal to the higher of:

(i)      the rate of interest announced publicly by Wachovia or from time to time, as its corporate base rate or prime rate of interest; and

(ii) 1/2 of one percent per annum above the Federal Funds Rate.

Each change in the Alternate Base Rate shall take effect concurrently with any change in such base rate or prime rate or the Federal Funds Rate.

“Amendment Effective Date” means the day upon which each of the applicable conditions precedent enumerated in Section 3.1 shall be fulfilled to the satisfaction of, or waived with the consent of, the Lenders, the Agent, the LC Issuing Bank and the Borrower. All transactions contemplated herein shall take place on a Business Day on or prior to August 3, 2005, or such later Business Day as the parties hereto may mutually agree.

“Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base Rate Advance and such Lender’s Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

“Applicable Margin” means, for any Eurodollar Rate Advance or Base Rate Advance, (i) on any date the Utilization Percentage equals or is less than 50%, the number of basis points set

forth below in the columns identified as Level 1, Level 2, Level 3, Level 4, Level 5 or Level 6 below, opposite the Eurodollar Rate or the Base Rate, as applicable, and (ii) on any date the Utilization Percentage exceeds 50%, the number of basis points set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4, Level 5 or Level 6 below, opposite the Utilized Eurodollar Rate or the Utilized Base Rate, as applicable.

BASIS FOR PRICING	LEVEL 1 Reference Ratings At Least A By S&P or A2 By Moody’s	LEVEL 2 Reference Ratings Less Than Level 1 But At Least A- By S&P or A3 By Moody’s.	LEVEL 3 Reference Ratings Less Than Level 2 But At Least BBB+ By S&P or Baa1 By Moody’s.	LEVEL 4 Reference Ratings Less Than Level 3 But At Least BBB By S&P or Baa2 By Moody’s.	LEVEL 5 Reference Ratings Less Than Level 4 But At Least BBB- By S&P or Baa3 By Moody’s.	LEVEL 6 Reference Ratings Less Than Level 5*
Basis Points Per Annum
Eurodollar Rate	23.0	27.5	35.0	42.5	57.5	77.5
Base Rate	0	0	0	0	0	0
Utilized Eurodollar Rate	33.0	37.5	45.0	52.5	67.5	87.5
Utilized Base Rate	10.0	10.0	10.0	10.0	10.0	10.0

* or unrated

The Applicable Margin will be based upon the Level that corresponds to the Reference Ratings at the time of determination, subject, however, to the following: if the Reference Ratings assigned by S&P and Moody’s do not fall within the same Level on the grid above (i.e., a “split rating”) and: (i) the difference consists of one Level, the Applicable Margin will be based upon the Level that corresponds to the higher of such Reference Ratings, or (ii) the difference consists of two or more Levels, the Applicable Margin will be based upon the Level that corresponds to a notional Reference Rating that falls at the midpoint between the actual Reference Ratings (or if no Reference Rating on the grid above corresponds to such midpoint, the next higher Reference Rating), unless, in the case of clause (i) or (ii) above, either Reference Rating is below BBB- (in the case of S&P) or Baa3 (in the case of Moody’s) or the applicable debt securities are, or the Borrower is, as applicable, unrated, in which case the Applicable Margin will be based upon Level 6. Any change in the Applicable Margin resulting from a change in the Reference Ratings shall be effective, as to any Advance, as of the date on which the applicable rating agency announces the applicable change in ratings.

“Applicable Rate” means:

(i)      in the case of each Base Rate Advance, a rate per annum equal at all times to the sum of the Alternate Base Rate in effect from time to time plus the Applicable Margin in effect from time to time; and

(ii)      in the case of each Eurodollar Rate Advance comprising part of the same Borrowing, a rate per annum during each Interest Period equal at all times to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Margin in effect from time to time during such Interest Period.

“Available Commitment” means, for each Lender at any time on any day, the unused portion of such Lender’s Commitment, computed after giving effect to all Extensions of Credit made or to be made on such day, the application of proceeds therefrom, all prepayments and repayments of Advances made on such day and all reductions in the LC Outstandings made on such day.

“Available Commitments” means the aggregate of the Lenders’ Available Commitments hereunder.

“Bankruptcy Event” means the occurrence of any actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code.

“Banks” has the meaning assigned to that term in the Preamble to this Agreement.

“Barclays Fee Letter” means the letter agreement, dated June 30, 2005, among the Parent, the Borrower, WPL, Barclays Bank PLC and Barclays Capital.

“Base Rate Advance” means an Advance that bears interest as provided in Section 2.7(a).

“Bonds” means (i) the Pollution Control Facility Revenue Refunding Bonds (Interstate Power and Light Company Project) Series 2005, issued by the Iowa Finance Authority ($38,385,000) (ii) the Variable/Fixed Rate Demand Pollution Control Refunding Revenue Bonds, Series 1998, issued by the City of Chillicothe, Iowa ($10,000,000), (iii) the Pollution Control Refunding Revenue Bonds, Series 1994B, issued by the City of Clinton, Iowa ($1,000,000), (iv) the Variable/Fixed Rate Demand Pollution Control Refunding Revenue Bonds, Series 1998 (Dubuque), issued by the City of Dubuque, Iowa ($2,650,000), (v) the Variable/Fixed Rate Demand Pollution Control Refunding Revenue Bonds, Series 1998 (Lansing), issued by the City of Lansing, Iowa ($2,300,000), (vi) the Variable/Fixed Rate Demand Pollution Control Refunding Revenue Bonds, Series 1999 (Sherburn), issued by the City of Sherburn, Minnesota ($3,250,000), each as amended, refinanced, replaced or supplemented from time to time so long as the outstanding principal amount thereof is not increased.

“Borrower” has the meaning assigned to that term in the Preamble to this Agreement.

“Borrowing” means a borrowing consisting of simultaneous Advances of the same Type, having the same Interest Period and ratably made or Converted on the same day by each of the Lenders pursuant to Section 2.2 or Section 2.10, as the case may be. All Advances of the same Type, having the same Interest Period and made or Converted on the same day shall be deemed a single Borrowing hereunder until repaid or next Converted.

“Business Day” means a day of the year on which banks are not required or authorized to close in New York City, Charlotte, North Carolina or Des Moines, Iowa and, if the applicable Business Day relates to any Eurodollar Rate Advance, on which dealings are carried on in the London interbank market.

“Capitalized Lease Obligations” means obligations to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real and/or personal property which obligation is required to be classified and accounted for as a capital lease on a balance sheet prepared in accordance with GAAP, and for purposes hereof the amount of such obligations shall be the capitalized amount determined in accordance with such principles.

“Cash and Cash Equivalents” means, with respect to any Person, the aggregate amount of the following, to the extent owned by such Person free and clear of all Liens, encumbrances and rights of others and not subject to any judicial, regulatory or other legal constraint: (i) cash on hand; (ii) Dollar demand deposits maintained in the United States with any commercial bank and Dollar time deposits maintained in the United States with, or certificates of deposit having a maturity of one year or less issued by, any commercial bank which has an office in the United States and which has a combined capital and surplus of at least $100,000,000; (iii) eurodollar time deposits maintained in the United States with, or eurodollar certificates of deposit having a maturity of one year or less issued by, any commercial bank having outstanding unsecured indebtedness that is rated (on the date of acquisition thereof) A- or better by S&P or A3 or better by Moody’s (or an equivalent rating by another nationally-recognized credit rating agency of similar standing if neither of such corporations is then in the business of rating unsecured bank indebtedness); (iv) direct obligations of, or unconditionally guaranteed by, the United States and having a maturity of one year or less; (v) commercial paper rated (on the date of acquisition thereof) A-1 or P-1 or better by S&P or Moody’s, respectively (or an equivalent rating by another nationally-recognized credit rating agency of similar standing if neither of such corporations is then in the business of rating commercial paper), and having a maturity of one year or less; (vi) obligations with any Lender or any other commercial bank in respect of the repurchase of obligations of the type described in clause (iv) above, provided that such repurchase obligations shall be fully secured by obligations of the type described in said clause (iv) and the possession of such obligations shall be transferred to, and segregated from other obligations owned by, such Lender or such other commercial bank; and (vii) preferred stock of any Person that is rated A- or better by S&P or A3 or better by Moody’s (or an equivalent rating by another nationally-recognized credit rating agency of similar standing if neither of such corporations is then in the business of rating preferred stock of entities engaged in such businesses).

“Cash Collateral Account” has the meaning assigned to that term in Section 6.2.

“Commitment” means, for each Lender, the obligation of such Lender to make Advances to the Borrower and to participate in the reimbursement obligations of the Borrower in respect of Letters of Credit in an amount no greater than the amount set forth on Schedule I hereto or, if such Lender has entered into one or more Lender Assignments, set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.7(c), in each such case as such amount may be reduced from time to time pursuant to Section 2.5.

“Commitments” means the total of the Lenders’ Commitments hereunder.

“Confidential Information” has the meaning assigned to that term in Section 8.8.

“Consent Date” has the meaning assigned to that term in Section 2.18(a).

“Consenting Lender” has the meaning assigned to that term in Section 2.18(a).

“Consolidated Capital” means, with respect to any Person, at any date of determination, the sum of (i) Consolidated Debt of such Person, (ii) consolidated equity of the common stockholders of such Person and its Consolidated Subsidiaries, (iii) consolidated equity of the preference stockholders of such Person and its Consolidated Subsidiaries and (iv) consolidated equity of the preferred stockholders of such Person and its Consolidated Subsidiaries, in each case determined at such date in accordance with GAAP.

“Consolidated Debt” means, with respect to any Person, without duplication, at any date of determination, the aggregate Debt of such Person and its Consolidated Subsidiaries determined on a consolidated basis in accordance with GAAP, but shall not include Nonrecourse Debt of the Borrower or any of its Subsidiaries.

“Consolidated Subsidiary” means, with respect to any Person, any Subsidiary of such Person whose accounts are or are required to be consolidated with the accounts of such Person in accordance with GAAP.

“Convert”, “Conversion” and “Converted” each refers to a conversion of Advances of one Type into Advances of another Type, or to the selection of a new, or the renewal of the same, Interest Period for Advances, as the case may be, pursuant to Section 2.9 or Section 2.10.

“Debt” means, for any Person, any and all indebtedness, liabilities and other monetary obligations of such Person (i) for borrowed money or evidenced by bonds, debentures, notes or other similar instruments, (ii) to pay the deferred purchase price of property or services (except trade accounts payable arising and repaid in the ordinary course of business), (iii) Capitalized Lease Obligations, (iv) under reimbursement or similar agreements with respect to letters of credit (other than trade letters of credit) issued to support indebtedness or obligations of such Person or of others of the kinds referred to in clauses (i) through (iii) above and clause (v) below, (v) reasonably quantifiable obligations under direct guaranties or indemnities, or under support agreements, in respect of, and reasonably quantifiable obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, or to assure an obligee against failure to make payment in respect of, indebtedness or obligations of others of the kinds referred to in clauses (i) through (iv) above, and (vi) in respect of unfunded vested benefits under Plans. In determining Debt for any Person, there shall be included accrued interest on the principal amount thereof to the extent such interest has accrued for more than six months.

“Default Rate” means (i) with respect to the unpaid principal of or interest on any Advance, the greater of (A) 2% per annum above the Applicable Rate in effect from time to time for such Advance and (B) 2% per annum above the Applicable Rate in effect from time to time

for Base Rate Advances and (ii) with respect to any other unpaid amount hereunder, 2% per annum above the Applicable Rate in effect from time to time for Base Rate Advances.

“Dollars” and the sign “$” each means lawful money of the United States.

“Domestic Lending Office” means, with respect to any Lender, the office or affiliate of such Lender specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the Lender Assignment pursuant to which it became a Lender, or such other office or affiliate of such Lender as such Lender may from time to time specify in writing to the Borrower and the Agent.

“Eligible Assignee” means (i) a commercial bank or trust company organized under the laws of the United States, or any State thereof; (ii) a commercial bank organized under the laws of any other country that is a member of the OECD, or a political subdivision of any such country, provided that such bank is acting through a branch or agency located in the United States; (iii) the central bank of any country that is a member of the OECD; and (iv) any other commercial bank or other financial institution engaged generally in the business of extending credit or purchasing debt instruments; provided, however, that (A) any such Person shall also (1) have outstanding unsecured indebtedness that is rated A- or better by S&P or A3 or better by Moody’s (or an equivalent rating by another nationally-recognized credit rating agency of similar standing if neither of such rating agencies is then in the business of rating unsecured indebtedness of entities engaged in such businesses) or (2) have combined capital and surplus (as established in its most recent report of condition to its primary regulator) of not less than $250,000,000 (or its equivalent in foreign currency), and (B) any Person described in clause (ii), (iii) or (iv) above shall, on the date on which it is to become a Lender hereunder, (x) be entitled to receive payments hereunder without deduction or withholding of any United States Federal income taxes (as contemplated by Section 2.16) and (y) not be incurring any losses, costs or expenses of the type for which such Person could demand payment under Section 2.12.

“Equity Interests” means, (i) with respect to a corporation, shares of capital stock of such corporation or any other interest convertible or exchangeable into any such interest, (ii) with respect to a limited liability company, a membership interest in such company, (iii) with respect to a partnership, a partnership interest in such partnership, and (iv) with respect to any other Person, an interest in such Person analogous to interests described in clauses (i) through (iii).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means, with respect to any Person, any trade or business (whether or not incorporated) which is a member of a group of which such Person is a member and which is under common control within the meaning of the regulations under Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986 or Section 4001 of ERISA, in each case, as amended from time to time.

“ERISA Event” means (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, unless the 30-day notice requirement with respect thereto has been waived by the PBGC; (ii) the provision by the administrator of any Plan of notice of intent to

terminate such Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (iii) the cessation of operations at a facility in the circumstances described in Section 4062(e) of ERISA; (iv) the withdrawal by the Parent or an ERISA Affiliate of the Parent from a Multiple Employer Plan or a Multiemployer Plan during a plan year for which it was a “substantial employer”, as defined in Section 4001(a)(2) of ERISA; (v) the failure by the Parent or an ERISA Affiliate of the Parent to make a payment to a Plan required under Section 302(f)(1) of ERISA, which failure results in the imposition of a lien for failure to make required payments; (vi) the adoption of an amendment to a Plan requiring the provision of security to such Plan, pursuant to Section 307 of ERISA; or (vii) the institution by the PBGC of proceedings to terminate a Plan, pursuant to Section 4042 of ERISA, or the occurrence of any event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, a Plan.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Eurodollar Lending Office” means, with respect to any Lender, the office or affiliate of such Lender specified as its “Eurodollar Lending Office” opposite its name on Schedule I hereto or in the Lender Assignment pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office or affiliate of such Lender as such Lender may from time to time specify in writing to the Borrower and the Agent.

“Eurodollar Rate” means, for each Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing, an interest rate per annum equal to the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in U.S. dollars are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 a.m. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank’s Eurodollar Rate Advance made as part of such Borrowing and for a period equal to such Interest Period. The Eurodollar Rate for the Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing shall be determined by the Agent on the basis of applicable rates furnished to and received by the Agent from the Reference Banks two Business Days before the first day of such Interest Period, subject, however, to the provisions of Section 2.9.

“Eurodollar Rate Advance” means an Advance that bears interest as provided in Section 2.7(b).

“Eurodollar Reserve Percentage” of any Lender for each Interest Period for each Eurodollar Rate Advance means the reserve percentage applicable to such Lender during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under Regulation D or other regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other

marginal reserve requirement) then applicable to such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.

“Events of Default” has the meaning assigned to that term in Section 6.1.

“Existing Facility” has the meaning assigned to that term in the first Preliminary Statement to this Agreement.

“Extension Date” has the meaning assigned to that term in Section 2.18(a).

“Extension Notice” has the meaning assigned to that term in Section 2.18(a).

“Extension of Credit” means (i) the disbursement of the proceeds of any Borrowing and (ii) the issuance of a Letter of Credit or the amendment of any Letter of Credit having the effect of extending the stated termination date thereof or increasing the maximum amount available to be drawn thereunder.

“Facility Fee” means a fee that shall be payable on the aggregate amount of the Commitment of each Lender, irrespective of usage, payable to each Lender on the amount of its Commitment at the rate (expressed in basis points per annum) set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4, Level 5 or Level 6 based on the Reference Ratings.

BASIS FOR PRICING	LEVEL 1 Reference Ratings At Least A By S&P or A2 By Moody’s.	LEVEL 2 Reference Ratings Less Than Level 1 But At Least A- By S&P or A3 By Moody’s.	LEVEL 3 Reference Ratings Less Than Level 2 But At Least BBB+ By S&P or Baa1 By Moody’s.	LEVEL 4 Reference Ratings Less Than Level 3 But At Least BBB By S&P or Baa2 By Moody’s.	LEVEL 5 Reference Ratings Less Than Level 4 But At Least BBB- By S&P or Baa3 By Moody’s.	LEVEL 6 Reference Ratings Less Than Level 5*
Facility Fee	7.0	7.5	10.0	12.5	17.5	25.0

* or unrated

The Facility Fee will be based upon the Level that corresponds to the Reference Ratings at the time of determination, subject, however, to the following: if the Reference Ratings assigned by S&P and Moody’s do not fall within the same Level on the grid above (i.e., a “split rating”) and: (i) the difference consists of one Level, the Facility Fee will be based upon the Level that corresponds to the higher of such Reference Ratings, or (ii) the difference consists of two or more Levels, the Facility Fee will be based upon the Level that corresponds to a notional Reference Rating that falls at the midpoint between the actual Reference Ratings (or if no Reference Rating on the grid above corresponds to such midpoint, the next higher Reference Rating), unless, in the case of clause (i) or (ii) above, either Reference Rating is below BBB- (in the case of S&P) or Baa3 (in the case of Moody’s) or the applicable debt securities are, or the

Borrower is, as applicable, unrated, in which case the Facility Fee will be based upon Level 6. Any change in the Facility Fee resulting from a change in the Reference Ratings shall be effective as of the date on which the applicable rating agency announces the applicable change in ratings.

“Federal Funds Rate” means, for any period, a fluctuating interest rate perannum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

“Federal Trigger Date” means December 31, 2007 or, if PUHCA shall be repealed, any other date on which the Borrower shall require an additional Governmental Approval under federal law in order to obtain additional Extensions of Credit and perform its obligations under this Agreement.

“Fee Letters” means the Wachovia Fee Letter and the Barclays Fee Letter.

“GAAP” has the meaning assigned to that term in Section 1.4.

“Governmental Approval” means any authorization, consent, approval, license, franchise, lease, ruling, tariff, rate, permit, certificate, exemption of, or filing or registration with, any governmental authority or other legal or regulatory body.

“Granting Lender” has the meaning assigned to that term in Section 8.7(i).

“Hazardous Substance” means any waste, substance, or material identified as hazardous, dangerous or toxic by any office, agency, department, commission, board, bureau, or instrumentality of the United States or of the State or locality in which the same is located having or exercising jurisdiction over such waste, substance or material.

“Hostile Acquisition” means any acquisition involving a tender offer or proxy contest that has not been recommended or approved by the board of directors (or similar governing body) of the Person that is the subject of such acquisition prior to the first public announcement or disclosure relating to such acquisition.

“Indemnified Person” has the meaning assigned to that term in Section 8.4(c).

“Indentures” means (i) that certain Indenture of Mortgage and Deed of Trust, dated September 1, 1993, by and between the Borrower and The First National Bank of Chicago (J.P. Morgan Trust Company, National Association, Successor Trustee), (ii) that certain Indenture of Mortgage and Deed of Trust, dated August 1, 1940, by and between the Borrower and The First National Bank of Chicago (J.P. Morgan Trust Company, National Association, Successor Trustee), (iii) that certain Indenture, dated January 1, 1948, by and between the Borrower and JP Morgan Chase Bank and James P. Freeman, (Successor Trustees to The Chase National Bank of the City of New York and Carl E. Buckley), (iv) that certain Indenture, dated August 1, 1997, by

and between the Borrower and The First National Bank of Chicago (J.P. Morgan Trust Company, National Association, Successor Trustee), and (v) that certain Indenture, dated as of August 20, 2003, between the Borrower and Bank One Trust Company, National Association (J.P. Morgan Trust Company, National Association, Successor Trustee), each as amended or supplemented from time to time.

“Interest Period” means, for each Eurodollar Rate Advance made as part of the same Borrowing, the period commencing on the date of such Eurodollar Rate Advance or the date of the Conversion of any Advance into such a Eurodollar Rate Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be 1, 2, 3 or 6 months, as the Borrower may, upon notice received by the Agent not later than 11:00 a.m. on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

(i)      the Borrower may not select any Interest Period that ends after the Termination Date;

(ii)      Interest Periods commencing on the same date for Advances comprising part of the same Borrowing shall be of the same duration; and

(iii)     whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, in the case of any Interest Period for a Eurodollar Rate Advance, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.

“ISP” has the meaning assigned to that term in Section8.10.

“Joint Lead Arrangers” shall mean, collectively, Wachovia Capital Markets, LLC and Barclays Capital, the Investment Banking Division of Barclays Bank PLC.

“LC Fee” is defined in Section 2.4(b).

“LC Issuing Bank” has the meaning assigned to that term in the preamble to this Agreement.

“LC Outstandings” means, on any date of determination, the sum of the undrawn stated amounts of all Letters of Credit that are outstanding on such date plus the aggregate principal amount of all unpaid reimbursement obligations of the Borrower on such date with respect to payments made by the LC Issuing Bank under Letters of Credit.

“LC Payment Notice” is defined in Section 2.3(d).

“Lender Assignment” means an assignment and acceptance agreement entered into by a Lender and an Eligible Assignee, and accepted by the Agent and the LC Issuing Bank, in substantially the form of Exhibit 8.7.

“Lenders” means the Banks listed on the signature pages hereof and each Eligible Assignee that shall become a party hereto pursuant to Section 8.7.

“Letters of Credit” means letters of credit issued by the LC Issuing Bank pursuant to Section 2.3.

“Lien” has the meaning assigned to that term in Section 5.2(a).

“Loan Documents” means (i) this Agreement, any Note issued pursuant to Section 2.15, and the Fee Letters, (ii) all agreements, documents and instruments in favor of the Agent, the LC Issuing Bank or the Lenders (or the Agent on behalf of the LC Issuing Bank or the Lenders), and (iii) all other agreements, instruments and documents now or hereafter executed and/or delivered pursuant hereto or thereto.

“Majority Lenders” means, on any date of determination, Lenders that, collectively, on such date (i) hold greater than 50% of the then outstanding Advances and participation obligations with respect to the LC Outstandings and, (ii) if there are no Outstanding Credits, have Percentages in the aggregate greater than 50%. Any determination of those Lenders constituting the Majority Lenders shall be made by the Agent and shall be conclusive and binding on all parties absent manifest error.

“Margin Stock” has the meaning assigned to that term in Regulation U of the Board of Governors of the Federal Reserve System.

“Material Adverse Change” means (i) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole; (ii) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party; or (iii) a material adverse change upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party.

“Minnesota Approval” means a ruling by the Minnesota Public Utilities Commission that is required to be obtained in order for the term of this Agreement to be at least 364 days.

“Minnesota PUC Order” means the order of the Minnesota Public Utilities Commission (Docket No. E,G-001/S-05-151), dated June 10, 2005.

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.

“Multiemployer Plan” means a “multiemployer plan”, as defined in Section 4001(a)(3) of ERISA, which is subject to Title IV of ERISA and to which the Parent or any ERISA Affiliate of the Parent is making or has an obligation to make contributions, or has within any of the preceding five plan years made or had an obligation to make contributions.

“Multiple Employer Plan” means a “single employer plan”, as defined in Section 4001(a)(15) of ERISA, which is subject to Title IV of ERISA and (i) is maintained for employees of the Parent or an ERISA Affiliate of the Parent and at least one Person other than the Parent and its ERISA Affiliates or (ii) was so maintained and in respect of which the Parent or an ERISA Affiliate of the Parent could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“Non-Consenting Lender” has the meaning assigned to that term in Section 2.18(a).

“Non-Performing Lender” has the meaning assigned to that term in Section 2.3(e).

“Nonrecourse Debt” means Debt of any Subsidiary of the Borrower (i) as to which (A) the Borrower provides no credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt), (B) the Borrower is not directly or indirectly liable as a guarantor or otherwise, (C) the Borrower is not the lender or other type of creditor, or (D) the relevant legal documents do not provide that the lenders or other type of creditors with respect thereto will have any recourse to the stock or assets of the Borrower and (ii) no default with respect to which would permit, upon notice, lapse of time or both, any holder of any other Debt (other than the Advances and any Note) of the Borrower to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its stated maturity. For the avoidance of doubt, if the Borrower provides credit support that is limited in its drawable amount for any portion of Debt of any Subsidiary of the Borrower that would be considered Nonrecourse Debt but for the provision of such credit support, such Debt shall be considered Nonrecourse Debt to the extent that it is not so supported.

“Note” means a promissory note issued at the request of a Lender pursuant to Section 2.15, in substantially the form of Exhibit 1.1 hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Advances made by such Lender.

“Notice of Borrowing” has the meaning assigned to that term in Section 2.2(a).

“Notice of Conversion” has the meaning assigned to that term in Section 2.10.

“OECD” means the Organization for Economic Cooperation and Development.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control, and any successor thereto.

“Other Taxes” has the meaning assigned to that term in Section 2.16(b).

“Outstanding Credits” means, on any date of determination, an amount equal to the sum of (i) the aggregate principal amount of all Borrowings outstanding on such date plus (ii) the LC Outstandings on such date.

“Parent” means Alliant Energy Corporation, a Wisconsin corporation.

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act, Title III

of Pub. L. 107-56 (signed into law October 26, 2001)), as amended from time to time, and any successor statute, and all rules and regulations from time to time promulgated thereunder.

“PBGC” means the Pension Benefit Guaranty Corporation (or any successor entity).

“Percentage” means, for any Lender on any date of determination, the percentage obtained by dividing such Lender’s Commitment on such day by the total of the Commitments on such date, and multiplying the quotient so obtained by 100.

“Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Plan” means a Single Employer Plan or a Multiple Employer Plan.

“Prior Termination Date” has the meaning assigned to that term in Section 2.18(b).

“PUHCA” means the Public Utility Holding Company Act of 1935, as amended from time to time.

“Recipient” has the meaning assigned to that term in Section 8.8.

“Reference Banks” means Wachovia, Barclays Bank PLC and any additional or substitute Lenders as may be selected from time to time to act as Reference Banks hereunder by the Agent.

“Reference Ratings” means the ratings assigned by S&P and Moody’s to the senior unsecured non-credit-enhanced long term debt of the Borrower.

“Register” has the meaning assigned to that term in Section 8.7(c).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Request for Issuance” means a request made pursuant to Section 2.3(a) in the form of Exhibit 2.3.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

“Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/eotffc/ofac/sanctions/

index/html, or as otherwise published from time to time.

“Sanctioned Person” means (i) a Person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/

offices/eotffc/ofac/sdn/index/html, or as otherwise published from time to time, or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or (C) a Person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.

“SEC Order” means Release No. 35-27930, 70-10249 dated December 28, 2004, issued by the Securities and Exchange Commission under the PUHCA authorizing the Borrower to obtain Extensions of Credit and to perform its obligations under this Agreement between December 31, 2004 and December 31, 2007.

“Senior Financial Officer” means the President, the Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Borrower.

“Significant Subsidiary” means any Subsidiary of the Borrower that, on a consolidated basis with any of its Subsidiaries as of any date of determination, accounts for more than 20% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries.

“Single Employer Plan” means a “single employer plan”, as defined in Section 4001(a)(15) of ERISA, which is subject to Title IV of ERISA and which (i) is maintained for employees of the Parent or an ERISA Affiliate of the Parent and no Person other than the Parent and its ERISA Affiliates, or (ii) was so maintained and in respect of which the Parent or an ERISA Affiliate of the Parent could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

“SPC” has the meaning assigned to that term in Section 8.7(i).

“State Trigger Date” means (i) March 31, 2006, (ii) March 31, 2007, (iii) March 31, 2008, (iv) March 31, 2009, (v) March 31, 2010, (vi) March 31, 2011 and (vii) March 31, 2012.

“Subsidiary” means, with respect to any Person, any corporation or unincorporated entity of which more than 50% of the outstanding Equity Interests having ordinary voting power (irrespective of whether at the time Equity Interests of any other class or classes of such corporation or entity shall or might have voting power upon the occurrence of any contingency) is at the time owned by said Person, either directly or through one or more other Subsidiaries. In the case of an unincorporated entity, a Person shall be deemed to have more than 50% of interests having ordinary voting power only if such Person’s vote in respect of such interests comprises more than 50% of the total voting power of all such interests in the unincorporated entity.

“Supplemental Order” means the order or orders of the Securities and Exchange Commission or, if applicable, another federal agency, under the PUHCA or other applicable federal law authorizing the Borrower to obtain Extensions of Credit and to perform its obligations under this Agreement after a Federal Trigger Date.

“Taxes” has the meaning assigned to that term in Section 2.16(a).

“Termination Date” means the earliest to occur of (i) any Trigger Date, if the Borrower has not received all Governmental Approvals required to be obtained in order for the term of this

Agreement to extend past such date, (ii) August 3, 2010 (as such date may be extended from time to time pursuant to Section 2.18) and (iii) the date of termination or reduction in whole of the Commitments pursuant to Section 2.5 or Section 6.1.

“Trigger Date” means, collectively, each Federal Trigger Date and each State Trigger Date.

“Type” has the meaning assigned to that term (i) in the definition of “Advance” when used in such context and (ii) in the definition of “Borrowing” when used in such context.

“Unmatured Default” means an event that, with the giving of notice or lapse of time, or both, would constitute an Event of Default.

“Utilization Percentage” means, as of any time for the determination thereof, the percentage obtained by dividing the aggregate Outstanding Credits by the aggregate Commitments then in effect.

“Wachovia” has the meaning assigned to that term in the Preamble to this Agreement.

“Wachovia Fee Letter” means the letter agreement, dated June 30, 2005, among the Parent, the Borrower, WPL, Wachovia, and Wachovia Capital Markets, LLC.

“WPL” means Wisconsin Power and Light Company, a Wisconsin corporation.

Section 1.2Computation of Time Periods. Unless otherwise indicated, each reference in this Agreement to a specific time of day is a reference to Charlotte, North Carolina time. In the computation of periods of time under this Agreement, any period of a specified number of days or months shall be computed by including the first day or month occurring during such period and excluding the last such day or month. In the case of a period of time “from” a specified date “to” or “until” a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”.

Section 1.3Computations of Outstandings. Whenever reference is made in this Agreement to the “principal amount outstanding” on any date under this Agreement, such reference shall refer to the aggregate principal amount of all Advances outstanding on such date after giving effect to all Advances to be made on such date and the application of the proceeds thereof.

Section 1.4Accounting Terms. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with accounting principles generally accepted in the United States of America (“GAAP”) applied on a consistent basis. With respect to (and only with respect to) determining compliance with this Agreement, all calculations shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to Section 5.1(h) (or prior to the delivery of the first financial statements pursuant to Section 5.1(h), consistent with the financial statements described in Section 4.1(f)); provided, however, if (i) the Borrower shall

object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto or (ii) the Agent or the Majority Lenders shall so object in writing within 30 days after delivery of such financial statements, then such calculations shall be made on a basis consistent with the most recent financial statements delivered by the Borrower to the Lenders as to which no such objection shall have been made.

ARTICLE II

AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT

Section 2.1 The Advances.

(a)      Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time, during the period from and including the date hereof, to and up to, but excluding, the Termination Date, in an aggregate outstanding amount not to exceed at any time such Lender’s Available Commitment. Each Borrowing shall be in an aggregate amount not less than $5,000,000 (or, if lower, the amount of the Available Commitments) or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type made on the same day by the Lenders ratably according to their respective Percentages. Within the limits of each Lender’s Commitment and as hereinabove and hereinafter provided, the Borrower may request Borrowings hereunder, and repay or prepay Advances pursuant to Section 2.11 and utilize the resulting increase in the Available Commitments for further Extensions of Credit in accordance with the terms hereof.

(b)      In no event shall the Borrower be entitled to request or receive any Borrowings that would cause the Outstanding Credits to exceed the Commitments.

Section 2.2 Making the Advances.

(a)      Each Borrowing shall be made on notice, given not later than 11:00 a.m. (i) on the third Business Day prior to the date of the proposed Borrowing, in the case of a Borrowing comprised of Eurodollar Rate Advances and (ii) on the date of the proposed Borrowing, in the case of a Borrowing comprised of Base Rate Advances, in each case by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier, telex or cable. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telecopier, telex or cable, in substantially the form of Exhibit 2.2(a) hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances comprising such Borrowing, (C) aggregate amount of such Borrowing and (D) in the case of a Borrowing comprised of Eurodollar Rate Advances, the initial Interest Period for each such Advance. Each Lender shall, before (x) 12:00 noon on the date of such Borrowing, in the case of a Borrowing comprised of Eurodollar Rate Advances, and (y) 1:00 p.m. on the date of such Borrowing, in the case of a Borrowing comprised of Base Rate Advances, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 8.2, in same day funds, such Lender’s ratable portion of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will promptly make such funds available to the Borrower at the Agent’s aforesaid address.

(b)      Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Eurodollar Rate Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

(c)      Unless the Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Agent such Lender’s Advance as part of such Borrowing, the Agent may assume that such Lender has made such Advance available to the Agent on the time of such Borrowing in accordance with Section 2.2(a) and the Agent may, in reliance upon such assumption, make available to the Borrower on such time a corresponding amount. If and to the extent that such Lender shall not have so made such Advance available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount, together with interest thereon, for each day from the time such amount is made available to the Borrower until the time such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement.

(d)      The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Section 2.3 Letters of Credit.

(a)      Subject to the terms and conditions hereof, each Letter of Credit shall be issued (or the stated maturity thereof extended or terms thereof modified or amended) on not less than two Business Days’ prior notice thereof by delivery of a Request for Issuance to the Agent and the LC Issuing Bank substantially in the form attached hereto in Exhibit 2.3. Each Request for Issuance shall specify a statement of drawing conditions applicable to such Letter of Credit, and if such Request for Issuance relates to an amendment or modification of a Letter of Credit, it shall be accompanied by the consent of the beneficiary of the Letter of Credit thereto. The expiry of such Letter of Credit shall be no later than the earlier of (i) five Business Days’ prior to the Termination Date and (ii) one (1) year after its date of issuance; provided, however, that a Letter of Credit may, if requested by the Borrower, provide by its terms, and on terms acceptable to the LC Issuing Bank, for renewal for successive periods of one year or less (but not beyond the date five Business Days prior to the applicable Termination Date), unless and until the LC Issuing Bank shall have delivered a notice of nonrenewal to the beneficiary of such Letter of Credit. Each Request for Issuance shall be irrevocable unless modified or rescinded by the Borrower not less than one day prior to the proposed date of issuance (or effectiveness) specified

therein. Not later than 12:00 noon on the proposed date of issuance (or effectiveness) specified in such Request for Issuance, and upon fulfillment of the applicable conditions precedent and the other requirements set forth herein, the LC Issuing Bank shall issue (or extend, amend or modify) such Letter of Credit and provide notice and a copy thereof to the Agent, which shall promptly furnish copies thereof to the Lenders.

(b)      No Letter of Credit shall be requested or issued hereunder if, after the issuance thereof, the Outstanding Credits would exceed the total Commitments.

(c)      The Borrower hereby agrees to pay to the Agent for the account of the LC Issuing Bank and, if they shall have purchased participations in the reimbursement obligations of the Borrower pursuant to Section 2.3(d), the Lenders, on demand made by the LC Issuing Bank to the Borrower, on and after each date on which the LC Issuing Bank shall pay any amount under any Letter of Credit issued by the LC Issuing Bank, a sum equal to the amount so paid plus interest on such amount from the date so paid by the LC Issuing Bank until repayment to the LC Issuing Bank in full at a fluctuating interest rate per annum equal to the interest rate applicable to Base Rate Advances plus, if any amount paid by the LC Issuing Bank under a Letter of Credit is not reimbursed by the Borrower within three Business Days, 2%.

(d)      Immediately upon the issuance of any Letter of Credit, the LC Issuing Bank shall be deemed to have sold and transferred to each Lender, and each Lender shall be deemed irrevocably and unconditionally to have purchased and received from the LC Issuing Bank, without recourse or warranty, an undivided interest and participation, pro rata (based on such Lender’s Percentage), in such Letter of Credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto (other than the fees payable by the Borrower to the LC Issuing Bank). If the LC Issuing Bank shall not have been reimbursed in full for any payment made by the LC Issuing Bank under a Letter of Credit issued by the LC Issuing Bank on the date of such payment, the LC Issuing Bank shall give the Agent and each Lender prompt notice thereof (an “LC Payment Notice”) no later than 12:00 noon on the Business Day immediately succeeding the date of such payment by the LC Issuing Bank. Each Lender severally agrees, absolutely and unconditionally, to pay to the Agent for the account of the LC Issuing Bank an amount equal to such Lender’s Percentage of such unreimbursed amount paid by the LC Issuing Bank, plus interest on such amount at a rate per annum equal to the Federal Funds Rate from the date of the payment by the LC Issuing Bank to the date of payment to the LC Issuing Bank by such Lender. Each such payment by a Lender shall be made not later than 3:00 P.M. on the later to occur of (i) the Business Day immediately following the date of such payment by the LC Issuing Bank and (ii) the Business Day on which such Lender shall have received an LC Payment Notice from the LC Issuing Bank. Each Lender’s obligation to make each such payment to the Agent for the account of the LC Issuing Bank shall be several and shall not be affected by the occurrence or continuance of an Unmatured Default or Event of Default or the failure of any other Lender to make any payment under this Section 2.3(d) or the failure of the LC Issuing Bank to provide the LC Payment Notice by 12:00 noon on the Business Day immediately succeeding the date of payment under a Letter of Credit by the LC Issuing Bank. Upon any change in the Commitment of any Lender, with respect to all outstanding Letters of Credit and reimbursement obligations there shall be an automatic adjustment to the participations pursuant to this Section 2.3(d) to reflect the new pro rata shares of the Lenders.

(e)      The failure of any Lender to make any payment to the Agent for the account of the LC Issuing Bank in accordance with Section 2.3(d) shall not relieve any other Lender of its obligation to make payment, but no Lender shall be responsible for the failure of any other Lender. If any Lender (a “Non-Performing Lender”) shall fail to make any payment to the Agent for the account of the LC Issuing Bank in accordance with Section 2.3(d) within five Business Days after the LC Payment Notice relating thereto, then, for so long as such failure shall continue, the LC Issuing Bank shall be deemed, for purposes of Section 8.1 and Article VI hereof, to be a Lender owed a Borrowing in an amount equal to the outstanding principal amount due and payable by such Non-Performing Lender to the Agent for the account of the LC Issuing Bank pursuant to Section 2.3(d). Any Non-Performing Lender and the Borrower (without waiving any claim against such Lender for such Lender’s failure to purchase a participation in the reimbursement obligations of the Borrower under Section 2.3(d)) severally agree to pay to the Agent for the account of the LC Issuing Bank forthwith on demand such amount, together with interest thereon for each day from the date such Lender would have purchased its participation had it complied with the requirements of Section 2.3(d) until the date such amount is paid to the Agent at (i) in the case of the Borrower, the interest rate applicable at the time to Base Rate Advances and (ii) in the case of such Lender, the rate applicable to Base Rate Advances plus 1%.

(f)      The payment obligations of each Lender under Section 2.3(d) and of the Borrower under this Agreement in respect of any payment under any Letter of Credit by the LC Issuing Bank shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following circumstances:

(i)      any lack of validity or enforceability of this Agreement, any other Loan Document or any other agreement or instrument relating thereto or to such Letter of Credit;

(ii)      any amendment or waiver of, or any consent to departure from, the terms of this Agreement, any other Loan Document or such Letter of Credit;

(iii)     the existence of any claim, set-off, defense or other right which the Borrower may have at any time against any beneficiary, or any transferee, of such Letter of Credit (or any Persons for whom any such beneficiary or any such transferee may be acting), the LC Issuing Bank, the Agent, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby, thereby or by such Letter of Credit, or any unrelated transaction;

(iv)     any statement or any other document presented under such Letter of Credit reasonably proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v)      payment in good faith by the LC Issuing Bank under the Letter of Credit issued by the LC Issuing Bank against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit; or

(vi)     any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

(g)      The Borrower assumes all risks of the acts and omissions of any beneficiary or transferee of any Letter of Credit. Neither the LC Issuing Bank, the Lenders nor any of their respective officers, directors, employees, agents or Affiliates shall be liable or responsible for (i) the use that may be made of such Letter of Credit or any acts or omissions of any beneficiary or transferee thereof in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by the LC Issuing Bank against presentation of documents that do not comply with the terms of such Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; or (iv) any other circumstances whatsoever in making or failing to make payment under such Letter of Credit. Notwithstanding any provision to the contrary contained in any Loan Document, the Borrower and each Lender shall have the right to bring suit against the LC Issuing Bank, and the LC Issuing Bank shall be liable to the Borrower and any Lender, to the extent of any direct, as opposed to consequential, damages suffered by the Borrower or such Lender which the Borrower or such Lender proves were caused by the LC Issuing Bank’s willful misconduct or gross negligence, including, in the case of the Borrower, the LC Issuing Bank’s willful failure to make timely payment under such Letter of Credit following the presentation to it by the beneficiary thereof of a draft and accompanying certificate(s) that strictly comply with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, the LC Issuing Bank may accept sight drafts and accompanying certificates presented under the Letter of Credit issued by the LC Issuing Bank that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and payment against such documents shall not constitute willful misconduct or gross negligence by the LC Issuing Bank. Notwithstanding the foregoing, no Lender shall be obligated to indemnify the Borrower for damages caused by the LC Issuing Bank’s willful misconduct or gross negligence.

(h)      If any Letter of Credit contains a provision pursuant to which it is deemed to be automatically renewed unless notice of termination of such Letter of Credit is given by the LC Issuing Bank, the LC Issuing Bank shall timely give notice of termination if (i) as of close of business on the seventeenth day prior to the last day upon which the LC Issuing Bank’s notice of termination may be given to the beneficiaries of such Letter of Credit, the LC Issuing Bank has received a notice of termination from the Borrower or a notice from the Agent that the conditions to issuance of such Letter of Credit have not been satisfied or (ii) the renewed Letter of Credit would have a term not permitted by Section 2.3(a).

Section 2.4 Fees.

(a)      The Borrower agrees to pay to the Agent for the account of each Lender the Facility Fee, from the date hereof, in the case of each Bank, and from the effective date specified in the Lender Assignment pursuant to which it became a Lender, in the case of each other Lender, until the later of the Termination Date and the date all Advances are paid in full, payable quarterly in arrears on the last day of each March, June, September and December during the

term of such Lender’s Commitment, commencing September 30, 2005, and on the later of the Termination Date and the date all Advances are paid in full.

(b)      The Borrower shall pay to the Agent for the account of each Lender a fee (the “LC Fee”) on the average daily amount of the sum of the undrawn stated amounts of all Letters of Credit outstanding on each such day, from the date hereof until the later to occur of the Termination Date and the date on which no Letters of Credit are outstanding, payable on the last day of each March, June, September and December (commencing September 30, 2005) and such later date, at a rate equal at all times to the Applicable Margin in effect from time to time for Eurodollar Rate Advances. In addition, the Borrower shall pay to the LC Issuing Bank such fees for the issuance and maintenance of Letters of Credit and for drawings thereunder as may be separately agreed between the Borrower and the LC Issuing Bank.

(c)      In addition to the fees provided for in Section 2.4(a) and Section 2.4(b), the Borrower shall pay (i) to the Agent and the LC Issuing Bank, for their own accounts, such fees as are provided for in the Wachovia Fee Letter and (ii) to the Joint Lead Arrangers, for their own accounts, such fees as are provided for in the Wachovia Fee Letter and Barclays Fee Letter.

Section 2.5 Changes in the Commitments.

(a)      The Borrower shall have the right, upon at least three Business Days’ notice to the Agent, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Lenders; provided that the aggregate amount of the Commitments of the Lenders shall not be reduced to an amount which is less than the aggregate principal amount of the Extensions of Credit then outstanding; and provided, further, that each partial reduction shall be in a minimum amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof.

(b)      On the Termination Date, the Commitments of the Lenders shall be automatically reduced to zero.

(c)      Any termination or reduction of the Commitments under this Section 2.5 shall be irrevocable, and the Commitments shall not thereafter be reinstated.

Section 2.6Repayment of Advances. The Borrower shall repay the principal amount of each Advance made by each Lender no later than on the Termination Date.

Section 2.7Interest on Advances. The Borrower shall pay interest on the unpaid principal amount of each Advance owing to each Lender from the date of such Advance until such principal amount shall be paid in full, at the Applicable Rate for such Advance (except as otherwise provided in this Section 2.7), payable as follows:

(a)      If such Advance is a Base Rate Advance, interest thereon shall be payable quarterly in arrears on the last day of each March, June, September and December, on the date of any Conversion of such Base Rate Advance and on the date such Base Rate Advance shall become due and payable or shall otherwise be paid in full; provided that at any time an Event of Default shall have occurred and be continuing, each Base Rate Advance shall bear interest payable on demand, at a rate per annum equal at all times to the Default Rate.

(b)      If such Advance is a Eurodollar Rate Advance, interest thereon shall be payable on the last day of such Interest Period and, if the Interest Period for such Advance has a duration of more than three months, on that day of each third month during such Interest Period that corresponds to the first day of such Interest Period (or, if any such month does not have a corresponding day, then on the last day of such month); provided that at any time an Event of Default shall have occurred and be continuing, each Eurodollar Rate Advance shall bear interest payable on demand, at a rate per annum equal at all times to the Default Rate.

(c)      In respect of any Advance, interest thereon shall be payable at the Applicable Rate at maturity (whether pursuant to acceleration or otherwise) and, after maturity, on demand.

(d)      Nothing contained in this Agreement or in any other Loan Document shall be deemed to establish or require the payment of interest to any Lender at a rate in excess of the maximum rate permitted by applicable law. If the amount of interest payable for the account of any Lender on any interest payment date would exceed the maximum amount permitted by applicable law to be charged by such Lender, the amount of interest payable for its account on such interest payment date shall be automatically reduced to such maximum permissible amount. In the event of any such reduction affecting any Lender, if from time to time thereafter the amount of interest payable for the account of such Lender on any interest payment date would be less than the maximum amount permitted by applicable law to be charged by such Lender, then the amount of interest payable for its account on such subsequent interest payment date shall be automatically increased to such maximum permissible amount, provided that at no time shall the aggregate amount by which interest paid for the account of any Lender has been increased pursuant to this sentence exceed the aggregate amount by which interest paid for its account has theretofore been reduced pursuant to the previous sentence.

Section 2.8Additional Interest on Eurodollar Rate Advances. The Borrower shall pay to Agent for the account of each Lender any costs actually incurred by such Lender with respect to Eurodollar Rate Advances that are attributable to such Lender’s compliance with regulations of the Board of Governors of the Federal Reserve System requiring the maintenance of reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities. Such costs shall be paid to the Agent for the account of such Lender in the form of additional interest on the unpaid principal amount of each Eurodollar Rate Advance of such Lender, from the date of such Advance until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the Eurodollar Rate for the Interest Period for such Advance from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable on such Advance. Such additional interest shall be determined by such Lender and notified to the Borrower through the Agent. A certificate as to the amount of such additional interest, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error, provided that the determination thereof shall have been made by such Lender in good faith.

Section 2.9 Interest Rate Determination.

(a)      Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall

not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks.

(b)      The Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.7(a) or Section 2.7(b), and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.7(b).

(c)      If fewer than two Reference Banks furnish timely information to the Agent for determining the Eurodollar Rate, due to the unavailability of funds to such Reference Banks in the relevant financial markets:

(i)      the Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for Eurodollar Rate Advances;

(ii)      each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance); and

(iii)     the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

(d)      If, with respect to any Eurodollar Rate Advances, the Majority Lenders notify the Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon:

(i)      each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance; and

(ii)      the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

(e)      If the Borrower shall fail to (i) select the duration of any Interest Period for any Eurodollar Rate Advance in accordance with the provisions contained in the definition of “Interest Period” in Section 1.1 or (ii) provide a Notice of Conversion with respect to any Eurodollar Rate Advance on or prior to 12:00 noon on the third Business Day prior to the last day of the Interest Period applicable thereto, the Agent will forthwith so notify the Borrower and the Lenders and such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance.

(f)      On the date on which the aggregate unpaid principal amount of Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than the product of (i) $1,000,000 and (ii) the number of Lenders on such date, such Advances shall,

if they are Advances of a Type other than Base Rate Advances, automatically Convert into Base Rate Advances, and on and after such date the right of the Borrower to Convert such Advances into Advances of a Type other than Base Rate Advances shall terminate; provided, however, that if and so long as each such Advance shall be of the same Type and have the same Interest Period as Advances comprising another Borrowing or other Borrowings, and the aggregate unpaid principal amount of all such Advances shall equal or exceed the product of (i) $1,000,000 and (ii) the number of Lenders on such date, the Borrower shall have the right to continue all such Advances as, or to Convert all such Advances into, Advances of such Type having such Interest Period.

(g)      Upon the occurrence and during the continuance of any Event of Default, each outstanding Eurodollar Rate Advance shall automatically Convert into a Base Rate Advance at the end of the Interest Period then in effect for such Eurodollar Rate Advance.

Section 2.10Voluntary Conversion of Advances. Subject to the conditions set forth below, the Borrower may, on any Business Day, by delivering a notice of Conversion (a “Notice of Conversion”) to the Agent not later than 12:00 noon (i) on the third Business Day prior to the date of the proposed Conversion, in the case of a Conversion to or in respect of Eurodollar Rate Advances and (ii) on the date of the proposed Conversion, in the case of a Conversion to or in respect of Base Rate Advances, and subject to the provisions of Section 2.9 and Section 2.14, Convert all Advances of one Type comprising the same Borrowing into Advances of another Type; provided, however, that, in the case of any Conversion of any Eurodollar Rate Advances into Base Rate Advances on a day other than the last day of an Interest Period for such Eurodollar Rate Advances, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.4(b). Each such Notice of Conversion shall be in substantially the form of Exhibit 2.10 and shall, within the restrictions specified above, specify (A) the date of such Conversion, (B) the Advances to be Converted, (C) if such Conversion is into Eurodollar Rate Advances, the duration of the Interest Period for each such Advance, and (D) the aggregate amount of Advances proposed to be Converted. Notwithstanding the foregoing, the Borrower may not Convert Base Rate Advances into Eurodollar Rate Advances and may not select a new Interest Period for Eurodollar Rate Advances at any time an Event of Default has occurred and is continuing.

Section 2.11Optional Prepayments of Advances. The Borrower may, upon at least three Business Days’ notice to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall prepay for the ratable account of the Lenders the outstanding principal amounts of the Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $1,000,000 (or, if lower, the principal amount outstanding hereunder on the date of such prepayment) or an integral multiple of $1,000,000 in excess thereof. In the case of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.4(b). Except as provided in this Section 2.11, the Borrower shall have no right to prepay any principal amount of any Advances.

Section 2.12 Increased Costs.

(a)      If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or to the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or to increase the cost to such Lender or the LC Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligations to participate in or to issue any Letter of Credit), then the Borrower shall from time to time, upon demand by such Lender or the LC Issuing Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or LC Issuing Bank additional amounts sufficient to compensate such Lender or LC Issuing Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender or LC Issuing Bank, shall be conclusive and binding for all purposes, absent manifest error, provided that the determination thereof shall have been made by such Lender or LC Issuing Bank in good faith.

(b)      If any Lender or LC Issuing Bank determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or LC Issuing Bank or any corporation controlling such Lender or LC Issuing Bank and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend or participate in Letters of Credit hereunder or the LC Issuing Bank’s obligation to issue or maintain any Letter of Credit hereunder and other commitments of this type, then, upon demand by such Lender or LC Issuing Bank (with a copy of such demand to the Agent), the Borrower shall immediately pay to the Agent for the account of such Lender or LC Issuing Bank, from time to time as specified by such Lender or LC Issuing Bank, additional amounts sufficient to compensate such Lender or LC Issuing Bank or such corporation in the light of such circumstances, to the extent that such Lender or LC Issuing Bank reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment or LC Issuing Bank’s obligations hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender, describing in reasonable detail the manner in which such amounts have been calculated, shall be conclusive and binding for all purposes, absent manifest error, provided that the determination and allocation thereof shall have been made by such Lender in good faith.

(c)      Notwithstanding any provision of Section 2.12(a) or Section 2.12(b) to the contrary, no Lender or LC Issuing Bank shall be entitled to demand compensation or be compensated thereunder to the extent that such compensation relates to any period of time more than 60 days prior to the date upon which such Lender or LC Issuing Bank first notified the Borrower of the occurrence of the event entitling such Lender or LC Issuing Bank to such compensation (unless, and to the extent, that any such compensation so demanded shall relate to the retroactive application of any event so notified to the Borrower).

Section 2.13Illegality. Notwithstanding any other provision of this Agreement to the contrary, if any Lender (the “Affected Lender”) shall notify the Agent and the Borrower that the

introduction of or any change in or to the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for the Affected Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, all Eurodollar Rate Advances of the Affected Lender shall, on the fifth Business Day following such notice from the Affected Lender, automatically be Converted into a like number of Base Rate Advances, each in the amount of the corresponding Eurodollar Rate Advance of the Affected Lender being so Converted (each such Advance, as so Converted, being an “Affected Lender Advance”), and the obligation of the Affected Lender to make, maintain, or Convert Advances into Eurodollar Rate Advances shall thereupon be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, or the Affected Lender has been replaced pursuant to Section 8.7(g). For purposes of any prepayment under this Agreement, each Affected Lender Advance shall be deemed to continue to be part of the same Borrowing as the Eurodollar Rate Advances to which it corresponded at the time of the Conversion of such Affected Lender Advance pursuant to this Section 2.13.

Section 2.14 Payments and Computations.

(a)      The Borrower shall make each payment hereunder not later than 1:00 p.m. on the day when due in Dollars to the Agent at its address referred to in Section 8.2 in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or fees ratably (other than amounts payable pursuant to Section 2.8, Section 2.16, Section 2.18 or Section 8.4(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of a Lender Assignment and recording of the information contained therein in the Register pursuant to Section 8.7(d), from and after the effective date specified in such Lender Assignment, the Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Lender Assignment shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(b)      The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder held by such Lender, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due.

(c)      All computations of interest based on clause (i) of the definition of “Alternate Base Rate” and of the Facility Fees shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate and the LC Fee and the Federal Funds Rate shall be made by the Agent, and all computations of interest pursuant to Section 2.9 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Agent (or, in the case of Section 2.9, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error, provided that such determination shall have been made by the Agent or such Lender, as the case may be, in good faith.

(d)      Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(e)      Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

Section 2.15 Noteless Agreement; Evidence of Indebtedness.

(a)      Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(b)      The Agent shall also maintain accounts in which it will record (i) the amount of each Advance made hereunder, the Type thereof and the Interest Period (if any) with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iii) the amount of any sum received by the Agent hereunder from the Borrower and each Lender’s share thereof.

(c)      The entries maintained in the accounts maintained pursuant to Section 2.15(a) and Section 2.15(b) shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of the Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay such obligations in accordance with their terms.

(d)      Any Lender may request that its Advances be evidenced by a Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender. Thereafter, the Advances evidenced by such Note and interest thereon shall at all times (including after any assignment pursuant to Section 8.7) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 8.7, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Advances once again be evidenced as described in Section 2.15(a) and Section 2.15(b).

Section 2.16 Taxes.

(a)      Any and all payments by the Borrower hereunder and under the other Loan Documents shall be made, in accordance with Section 2.14, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, the LC Issuing Bank and the Agent, taxes imposed on its overall net income and franchise taxes imposed on it by any jurisdiction, unless such Lender, the LC Issuing Bank or the Agent (as the case may be) would not have had such taxes imposed on it by such jurisdiction but for such Lender’s, the LC Issuing Bank’s or the Agent’s (as the case may be) having entered into this Agreement, having consummated the transactions contemplated hereby or having received payments by the Borrower hereunder or under the other Loan Documents (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender, the LC Issuing Bank or the Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.16) such Lender, the LC Issuing Bank or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

(b)      In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any other Loan Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as “Other Taxes”).

(c)      The Borrower will indemnify each Lender, the LC Issuing Bank and the Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.16) paid by such Lender, the LC Issuing Bank or the Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Lender, the LC Issuing Bank or the Agent (as the case may be) makes written demand therefor. Nothing herein shall preclude the right of the Borrower to contest any such Taxes or Other Taxes so paid, and the Lenders in question, the LC Issuing Bank or the Agent (as the case may be) will, following notice from, and at the expense of, the Borrower, reasonably cooperate with the Borrower to preserve the Borrower’s rights to contest such Taxes or Other Taxes.

(d)      Within 30 days after the date of any payment of Taxes, the Borrower will furnish to the Agent, at its address referred to in Section 8.2, the original or a certified copy of a receipt evidencing payment thereof.

(e)      The LC Issuing Bank and each Lender agrees that, on or prior to the date upon which it shall become a party hereto, and upon the reasonable request from time to time of the

Borrower or the Agent, the LC Issuing Bank or such Lender will deliver to the Borrower and the Agent either (i) a statement that it is organized under the laws of a jurisdiction within the United States or (ii) duly completed copies of such form or forms as may from time to time be prescribed by the United States Internal Revenue Service indicating that the LC Issuing Bank or such Lender is entitled to receive payments without deduction or withholding of any United States federal income taxes, as permitted by the Internal Revenue Code of 1986, as amended from time to time. The LC Issuing Bank and each Lender that delivers to the Borrower and the Agent the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower and the Agent further copies of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. The LC Issuing Bank and each Lender represents and warrants that each such form supplied by it to the Agent and the Borrower pursuant to this Section 2.16(e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate.

(f)      Any Lender claiming any additional amounts payable pursuant to this Section 2.16 shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

(g)      Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.16 shall survive the payment in full of principal and interest hereunder.

Section 2.17Sharing of Payments, Etc. All payments from or on behalf of the Borrower on account of any obligations shall be apportioned ratably among the Lenders based upon their respective share, if any, of the obligations with respect to which such payment was received. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set off, or otherwise) on account of the Advances made by it (other than pursuant to Section 2.8, Section 2.12, Section 2.16, Section 2.18, or Section 8.4(b)) or on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments obtained by all the Lenders on account of the Advances or on account of such reimbursement obligations, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery, together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set

off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Section 2.18 Extension of Termination Date.

(a)      So long as no Unmatured Default or Event of Default has occurred and is continuing and subject to the conditions set forth in Section 2.18(c), the Borrower may, no earlier than 60 days and no later than 30 days prior to each anniversary of the Amendment Effective Date (such anniversary, an “Extension Date”), but on no more than two occasions, request through written notice to the Agent (the “Extension Notice”), that the Lenders extend the then existing Termination Date for an additional one-year period. Each Lender, acting in its sole discretion, shall, by notice to the Agent no later than the applicable Extension Date (except in the year in which the then existing Termination Date shall occur, in which case such written notice shall be delivered by the Lenders no later than 15 days prior to the then existing Termination Date)(such date, the “Consent Date”), advise the Agent in writing of its desire to extend (any such Lender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-Consenting Lender”) such date. Any Lender that does not advise the Agent by the Consent Date shall be deemed to be a Non-Consenting Lender. No Lender shall be under any obligation or commitment to extend the then existing Termination Date. The election of any Lender to agree to such extension shall not obligate any other Lender to agree to such extension.

(b)      If Lenders holding a Commitment that aggregate more than 50% of the Commitments on the Consent Date shall have agreed to such extension, then the then existing Termination Date applicable to the Consenting Lenders shall be extended to the date that is one year after the then existing Termination Date. All Advances of each Non-Consenting Lender shall be subject to the then existing Termination Date, without giving effect to such extension (such date, the “Prior Termination Date”). In the event of an extension of the then existing Termination Date pursuant to this Section 2.18, the Borrower shall have the right, at its own expense, to solicit commitments from existing Lenders and/or Eligible Assignees reasonably acceptable to the Agent to replace the Commitment of any Non-Consenting Lenders for the remaining duration of this Agreement. Any Eligible Assignee (if not already a Lender hereunder) shall become a party to this Agreement as a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Agent and the Borrower. The Commitment of each Non-Consenting Lender shall terminate on the Prior Termination Date, all Advances and other amounts payable hereunder to such Non-Consenting Lenders shall be subject to the Prior Termination Date and, to the extent such Non-Consenting Lender’s Commitment is not replaced as provided above, the Commitments hereunder shall be reduced by the amount of the Commitment of each such Non-Consenting Lender so terminated on the Prior Termination Date. Notwithstanding anything to the contrary in this Section 2.18, the Termination Date shall not be extended unless the aggregate Commitments of the Consenting Lenders and any Eligible Assignees joining this Agreement pursuant to this Section 2.18(b) are greater than or equal to the Outstanding Credits as of each Prior Termination Date.

(c)      An extension of the Termination Date pursuant to this Section 2.18 shall only become effective upon the receipt by the Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effect to such extension of the Termination Date (i) no Event of Default has occurred

and is continuing and (ii) all representations and warranties made by such Borrower are true and correct in all material respects on and as of the date such extension is made, except for such representations or warranties which by their terms are made as of a specified date, which shall be true and correct as of such specified date.

(d)      Effective on and after the Prior Termination Date, (i) each of the Non-Consenting Lenders shall be automatically released from their respective participations and reimbursement obligations under Section 2.3 with respect to any LC Outstandings and (ii) the participations and reimbursement obligations of each Lender (other than the Non-Consenting Lenders) shall be automatically adjusted to equal such Lender’s Percentage of such LC Outstandings.

ARTICLE III

CONDITIONS TO EXTENSIONS OF CREDIT

Section 3.1Conditions Precedent to Amendment Effective Date. The occurrence of the Amendment Effective Date is subject to satisfaction of the following conditions precedent:

(a)      The Agent shall have received the following, each dated the Amendment Effective Date, in form and substance satisfactory to the Lenders and in sufficient copies for the LC Issuing Bank and each Lender:

(i)      this Agreement, duly executed by the Borrower, each Lender, the LC Issuing Bank and the Agent;

(ii)      each Note requested by a Lender pursuant to Section 2.15 payable to the order of each such Lender, duly completed and executed by the Borrower;

(iii)     copies of (A) the resolutions of the Board of Directors of the Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party, and (B) all documents evidencing other necessary corporate action on the part of the Borrower with respect to this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower;

(iv)     a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names, true signatures and incumbency of the officers of the Borrower authorized to sign this Agreement and the other Loan Documents to which it is, or is to be, a party;

(v)      copies of the Certificate of Incorporation (or comparable charter document) and by-laws of the Borrower, together with all amendments thereto, certified by the Secretary or an Assistant Secretary of the Borrower;

(vi)     copies of all Governmental Approvals, if any, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower;

(vii)     copies of the financial statements referred to in Section 4.1(f), certified by the Secretary or an Assistant Secretary of the Borrower;

(viii) favorable opinions of:

(A)     Foley & Lardner LLP, special counsel for the Borrower, in substantially the form of Exhibit 3.1(a)(viii)-1 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request; and

(B)     In-house counsel of the Borrower, in substantially the form of Exhibit 3.1(a)(viii)-2 and as to such other matters as the Majority Lenders, through the Agent, may reasonably request;

(ix)     any fees required to be paid on or before the Amendment Effective Date shall have been paid, including fees and other expenses required to be paid under the Existing Facility; and

(x)      such other approvals, opinions and documents as any Lender, through the Agent, may reasonably request.

(b)      The following statements shall be true and correct, and the Agent shall have received a certificate of a duly authorized officer of the Borrower, dated the date of the Amendment Effective Date and in sufficient copies for each Lender, stating that:

(i)      the representations and warranties set forth in Section 4.1 of this Agreement are true and correct on and as of the date of the Amendment Effective Date as though made on and as of such date, and

(ii)      no event has occurred and is continuing that constitutes an Unmatured Default or an Event of Default.

(c)      The Borrower shall have paid (i) all fees payable hereunder or payable pursuant to the Fee Letters and the Existing Facility to the extent then due and payable, and (ii) all costs and expenses of the Agent (including counsel fees and disbursements) incurred through (and for which statements have been provided prior to) the Amendment Effective Date.

(d)      The Agent shall have received evidence that all amounts outstanding under the Existing Facility, whether for principal, interest, fees or otherwise, shall have been paid in full, and all commitments to lend thereunder shall have been terminated.

Section 3.2Conditions Precedent to Each Extension of Credit. The obligation of (i) each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) that would cause the aggregate principal amount of Advances outstanding hereunder to increase and (ii) the LC Issuing Bank to issue, extend the expiry date or increase the amount of, any Letter of Credit shall be subject to the conditions precedent that, on the date of such Extension of Credit:

(a)      the following statements shall be true and correct (and each of the giving of the applicable Notice of Borrowing or Request for Issuance, as the case may be, and the acceptance by the Borrower of the proceeds of such Borrowing or the issuance, extension or increase of such Letter of Credit, as the case may be, shall constitute a representation and warranty by the Borrower that, on the date of such Extension of Credit, such statements are true and correct):

(i)      the representations and warranties contained in Section 4.1 (other than the representation and warranty set forth in Section 4.1(e)) are true and correct on and as of the date of such Extension of Credit, before and after giving effect to the application of the proceeds of any Borrowing made in connection therewith or the issuance or amendment of any Letter of Credit in connection therewith, as the case may be, as though made on and as of such date;

(ii)      no event has occurred and is continuing, or would result from such Extension of Credit or from the application of proceeds of any Borrowing made in connection therewith or the issuance or amendment of any Letter of Credit in connection therewith, as the case may be, that constitutes an Event of Default or an Unmatured Default; and

(iii)     after giving effect to such Credit Extension, the Borrower’s Outstanding Credits will not exceed its borrowing authority as allowed by applicable governmental authorities.

(b)      the Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act; and

(c)      the Agent shall have received such other approvals, opinions, or documents as the Agent, or the Majority Lenders through the Agent, may reasonably request, and such approvals, opinions, and documents shall be satisfactory in form and substance to the Agent.

Section 3.3Conditions Precedent to Extensions of Credit after a Federal Trigger Date. At any time after a Federal Trigger Date, the obligation of (a) each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) that would cause the aggregate principal amount of Advances outstanding hereunder to increase, and (b) the LC Issuing Bank to issue any Letter of Credit (including the initial Letter of Credit) or increase the stated amount of any Letter of Credit or to extend the termination date thereof shall be subject to the further conditions precedent that on or prior to the date of such Extension of Credit the Agent shall have received the following, each dated on or prior to the date of such Extension of Credit, in form and substance satisfactory to the LC Issuing Bank and Agent and with one copy for the LC Issuing Bank and each Lender:

(i)      A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that attached thereto is a true and correct copy of the Supplemental Order and that such order has been issued and is final and in full force and effect, or (B) that no such order is required in order for the Borrower to be permitted to obtain additional Extensions of Credit; and

(ii)      An opinion of counsel for the Borrower to the effect (A) that no Governmental Approval other than the Supplemental Order, which has been duly issued and is final and in full force and effect, is or will be required in connection with the performance by the Borrower, or the consummation by the Borrower, of the transactions contemplated by this Agreement between such Federal Trigger Date and the next succeeding Federal Trigger Date (if there is any next succeeding Federal Trigger Date), or (B) to the effect that no such order is required in order for the Borrower to be permitted to obtain additional Extensions of Credit.

It is understood that any certificate of the Secretary or Assistant Secretary of the Borrower and opinion letter delivered pursuant to clause (i) and (ii) may, based upon their terms, suffice to satisfy this Section3.3 with respect to more than one Federal Trigger Date.

Section 3.4Conditions Precedent to Extensions of Credit On or After Any State Trigger Date. At any time on or after any State Trigger Date, the obligation of (i) each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) that would cause the aggregate principal amount of Advances outstanding hereunder to increase, and (ii) the LC Issuing Bank to issue any Letter of Credit (including the initial Letter of Credit) or increase the stated amount of any Letter of Credit or to extend the termination date thereof shall be subject to the further conditions precedent that on or prior to the applicable State Trigger Date, the Agent shall have received the following, each dated as of or prior to such State Trigger Date, in form and substance satisfactory to the LC Issuing Bank and Agent and with one copy for the LC Issuing Bank and each Lender:

(i)      A certificate of the Secretary or an Assistant Secretary of the Borrower certifying that attached thereto are true and correct copies of all Governmental Approvals required to be obtained in order for the term of this Agreement to extend past such State Trigger Date, and that such Governmental Approvals have been issued and are in full force and effect; and

(ii)      An opinion of counsel for the Borrower to the effect that no Governmental Approval is or will be required in connection with the performance by the Borrower, or the consummation by the Borrower of the transactions contemplated by, this Agreement between such State Trigger Date and the next succeeding State Trigger Date (if there is any succeeding State Trigger Date), other than the Governmental Approvals described in clause (i) above, which have been duly issued and are final and in full force and effect.

It is understood that any certificate of the Secretary or Assistant Secretary of the Borrower and opinion letter delivered pursuant to clause (i) and (ii) may, based upon their terms, suffice to satisfy this Section 3.4 with respect to more than one State Trigger Date.

Section 3.5Reliance on Certificates. The Lenders, the LC Issuing Bank and the Agent shall be entitled to rely conclusively upon the certificates delivered from time to time by officers of the Borrower as to the names, incumbency, authority and signatures of the respective Persons named therein until such time as the Agent may receive a replacement certificate, in form acceptable to the Agent, from an officer of such Person identified to the Agent as having

authority to deliver such certificate, setting forth the names and true signatures of the officers and other representatives of such Person thereafter authorized to act on behalf of such Person.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.1    Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:

(a)      The Borrower and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and is duly qualified to do business in, and is in good standing in, all other jurisdictions where the nature of its business or the nature of property owned or used by it makes such qualification necessary (except where the failure to so qualify would not constitute a Material Adverse Change).

(b)      The execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents to which it is or will be a party, and the receipt by the Borrower of the proceeds of Extensions of Credit on the date of any Extension of Credit, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not and will not contravene (i) the Borrower’s charter or by-laws, (ii) any law, or (iii) any legal or contractual restriction binding on or affecting the Borrower (including, without limitation, the Minnesota PUC Order); and such execution, delivery and performance do not and will not result in or require the creation of any Lien (other than pursuant to the Loan Documents) upon or with respect to any of its properties.

(c)      No Governmental Approval is required in connection with the execution, delivery or performance by the Borrower of any Loan Document, other than (i) (A) the SEC Order and (B) the Minnesota PUC Order, which releases and orders are final and in full force and effect and not subject to appeal, rehearing, review or reconsideration, (ii) with respect to the Borrower’s obtaining any Extension of Credit after each Federal Trigger Date, a Supplemental Order and (iii) in respect of each State Trigger Date, additional Governmental Approvals required to be obtained for the term of this Agreement to extend past such State Trigger Date.

(d)      This Agreement is, and each other Loan Document to which the Borrower will be a party when executed and delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the qualifications, however, that the enforcement of the rights and remedies herein and therein is subject to bankruptcy and other similar laws of general application affecting rights and remedies of creditors and that the remedy of specific performance or of injunctive relief is subject to the discretion of the court before which any proceedings therefor may be brought.

(e) Since December 31, 2004, there has been no Material Adverse Change.

(f)      The audited consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2004, and the related audited consolidated statements of income of the Borrower and its Subsidiaries for the fiscal year then ended, and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at March 31, 2005, and the related unaudited consolidated

statements of income for the three-month period then ended, copies of each of which have been furnished to each Bank, fairly present (subject, in the case of such balance sheets and statements of income for the three-month period ended March 31, 2005, to year-end adjustments) the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance, in all material respects, with GAAP.

(g)      Except as disclosed in the Parent’s Report on Form 10-K for the year ended December 31, 2004 and Report on Form 10-Q for the period ended March 31, 2005, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries or properties before any court, governmental agency or arbitrator, that might reasonably be expected to constitute a Material Adverse Change, and since December 31, 2004 there have been no material adverse developments in any action or proceeding so disclosed that might be reasonably expected to constitute a Material Adverse Change.

(h)      No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan of the Borrower or any of its ERISA Affiliates which would result in a material liability to the Borrower. No “prohibited transaction” has occurred with respect to any Plan of the Borrower that is reasonably expected to result in a material liability to the Borrower. Neither the Borrower nor any of its ERISA Affiliates has incurred nor reasonably expects to incur any material withdrawal liability under ERISA to any Multiemployer Plan.

(i)      The Borrower has filed all tax returns (Federal, state and local) required to be filed and paid all taxes shown thereon to be due, including interest and penalties, or, to the extent the Borrower is contesting in good faith by appropriate proceedings an assertion of liability based on such returns and has provided adequate reserves for payment thereof in accordance with GAAP.

(j)      Neither the Borrower nor any Subsidiary of the Borrower is engaged principally, or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock. After the making of each Extension of Credit, Margin Stock will constitute less than 25 percent of the assets (as determined by any reasonable method) of the Borrower and its Subsidiaries on a consolidated basis.

(k)      The Borrower is not (i) an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended or (ii) a “holding company” within the meaning of PUHCA.

(l)      Neither the Borrower or any Affiliate of the Borrower (i) is a Sanctioned Person, (ii) has more than 15% of its assets in Sanctioned Countries, or (iii) derives more than 15% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Countries. No part of the proceeds of any Advance hereunder will be used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country.

(m)     Neither the making of the Advances hereunder nor the use of the proceeds thereof will violate the PATRIOT Act, the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto. The Borrower and its Subsidiaries are in compliance in all material respects with the PATRIOT Act.

(n)      Each of the Borrower and its Subsidiaries has timely filed all material reports, documents and other materials required to be filed by it in order to comply with the requirements of all applicable laws, rules, regulations and orders of any governmental authority, and is otherwise in compliance with the requirements of all applicable laws, rules, regulations and orders of any governmental authority in respect of the conduct of its business and the ownership and operation of its properties, except in each case to the extent that the failure to comply therewith, individually or in the aggregate, could not reasonably be expected to constitute a Material Adverse Change.

ARTICLE V

COVENANTS OF THE BORROWER

Section 5.1Affirmative Covenants. So long as any amount in respect of this Agreement shall remain unpaid, any Lender shall have any Commitment or any Letter of Credit shall remain outstanding, the Borrower will, unless the Majority Lenders shall otherwise consent in writing:

(a)      Payment of Taxes, Etc. Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, all taxes, assessments and governmental charges, royalties or levies imposed upon it or upon its property except, in the case of taxes, to the extent the Borrower or such Subsidiary is contesting the same in good faith and by appropriate proceedings and has set aside adequate reserves for the payment thereof in accordance with GAAP, unless the failure to do so would not constitute a Material Adverse Change.

(b)      Maintenance of Insurance. Maintain, or cause to be maintained, insurance or other risk management programs covering the Borrower and each of its Subsidiaries and their respective properties in effect at all times in such amounts and covering such risks and using such means as are usual and customary for companies of a similar size (based on the aggregate book value of the Parent’s assets, as determined on a consolidated basis in accordance with GAAP), engaged in similar businesses and owning similar properties, either with reputable insurance companies or, in whole or in part, by establishing reserves of one or more insurance funds or other risk management mechanisms, either alone or with other corporations or associations.

(c)      Preservation of Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence (except in a transaction permitted by Section 5.2(e)), material rights (statutory and otherwise) and franchises; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to preserve and maintain

any such right or franchise, and no such Subsidiary shall be required to preserve and maintain its corporate existence, unless the failure to do so would constitute a Material Adverse Change.

(d)      Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply, with the requirements of all applicable laws, rules, regulations and orders of any governmental authority, including without limitation any such laws, rules, regulations and orders relating to zoning, environmental protection, use and disposal of Hazardous Substances, land use, ERISA, construction and building restrictions, and employee safety and health matters relating to business operations, the non-compliance with which would constitute a Material Adverse Change.

(e)      Inspection Rights. At the reasonable expense of the Borrower, at any time and from time to time, upon reasonable notice, permit or arrange for the Agent, the LC Issuing Bank, the Lenders and their respective agents and representatives to examine and make copies of and abstracts from the records and books of account of, and the properties of, the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and its Subsidiaries with the Borrower and its Subsidiaries and their respective officers, directors and accountants.

(f)      Keeping of Books. Keep, and cause its Subsidiaries to keep, proper records and books of account, in which full and correct entries shall be made of all financial transactions of the Borrower and its Subsidiaries and the assets and business of the Borrower and its Subsidiaries, in accordance with GAAP.

(g)      Maintenance of Properties, Etc. Maintain, and cause each of its Subsidiaries to maintain, good and marketable title to, and preserve, maintain, develop, and operate in substantial conformity with all laws and material contractual obligations, all of its properties which are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so would not constitute a Material Adverse Change.

(h) Reporting Requirements. Furnish to each Lender:

(i)      as soon as possible and in any event within five Business Days after the occurrence of each Unmatured Default or Event of Default continuing on the date of such statement, a statement of a Senior Financial Officer setting forth details of such Unmatured Default or Event of Default and the action that the Borrower proposes to take with respect thereto;

(ii)      as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter and consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, all in reasonable detail and duly certified (subject to year-end audit adjustments) by a Senior Financial Officer as having been prepared in accordance (in all material respects) with GAAP, together with a certificate of said officer stating that no Unmatured

Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for any quarter shall satisfy the Borrower’s obligation under this Section 5.1(h)(ii) with respect to such quarter;

(iii)     as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for such fiscal year, together with a certificate of a Senior Financial Officer stating that no Unmatured Default or Event of Default has occurred and is continuing or, if an Unmatured Default or Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto; provided that delivery by the Borrower to the Agent of copies of the Borrower’s annual Form 10-K filed with the Securities and Exchange Commission for any year shall satisfy the Borrower’s obligation under this Section 5.1(h)(iii) with respect to such year;

(iv)     concurrently with the delivery of the financial statements referred to in clauses (ii) and (iii) above, a certificate signed by the principal executive officer and the principal financial officer of the Borrower (i) stating whether a Default or Event of Default has occurred and is continuing on the date of such certificate, and if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action that the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Section 5.2(h) and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.1 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(v)      as soon as possible and in any event (A) within 30 days after any ERISA Event described in clause (i) of the definition of ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred and (B) within 10 days after any other ERISA Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower has occurred, a statement of a Senior Financial Officer describing such ERISA Event and the action, if any, which the Borrower or such ERISA Affiliate proposes to take with respect thereto;

(vi)     promptly after receipt thereof by the Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the Borrower or such ERISA Affiliate of the PBGC’s intention to terminate any Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to administer any such Plan;

(vii)     promptly after receipt thereof by the Borrower or any ERISA Affiliate of the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or such ERISA Affiliate concerning the imposition or amount of withdrawal

liability in an aggregate principal amount of at least $5,000,000 pursuant to Section 4202 of ERISA in respect of which the Borrower or such ERISA Affiliate is reasonably expected to be liable;

(viii)    promptly after requested, such documents or governmental reports or filings relating to any Plan as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request;

(ix)     promptly after the Borrower becomes aware of the occurrence thereof, notice of all actions, suits, proceedings or other events (A) of the type described in Section 4.1(g) or (B) for which the Agent, the LC Issuing Bank and the Lenders will be entitled to indemnity under Section 8.4(c);

(x)      promptly after the sending or filing thereof, copies of all such proxy statements, financial statements, and reports which the Borrower sends to its public security holders (if any), and copies of all regular, periodic and special reports, and all registration statements and periodic or special reports, if any, which the Borrower files with the Securities and Exchange Commission or any other governmental authority which may be substituted therefor, or with any national securities exchange; and

(xi)     promptly after requested, such other information respecting the business, properties, results of operations, prospects, revenues, condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the Agent or the LC Issuing Bank or any Lender through the Agent may from time to time reasonably request.

Documents required to be delivered pursuant to Section 5.1(h)(ii) or Section 5.1(h)(iii) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto, on a website on the internet at a website address previously specified to the Agent and the Lenders; or (ii) on which such documents are posted on the Borrower’s behalf on SyndTrak or another relevant website, if any, to which each of the Agent and each Lender has access; provided that (i) upon the request of the Agent or any Lender, the Borrower shall deliver paper copies of such documents to the Agent or such Lender (until a written request to cease delivering paper copies is given by the Agent or such Lender) and (ii) the Borrower shall notify (which may be by a facsimile or electronic mail) the Agent and each Lender of the posting of any documents. The Agent shall have no obligation to request the delivery of, or to maintain copies of, the documents referred to above or to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

(i)      Use of Proceeds. Use the proceeds of the Advances hereunder solely for the Borrower’s general corporate purposes (including supporting commercial paper issued by the Borrower) and in compliance with the Minnesota PUC Order, and not to (x) finance any Hostile Acquisition or (y) purchase or carry any Margin Stock in violation of Federal Reserve Board Regulations T, U or X.

(j)      Further Assurances. At the expense of the Borrower, promptly execute and deliver, or cause to be promptly executed and delivered, all further instruments and documents, and take and cause to be taken all further actions, that may be necessary or that the Majority Lenders through the Agent may reasonably request to enable the Lenders, the LC Issuing Bank and the Agent to enforce the terms and provisions of this Agreement and to exercise their rights and remedies hereunder or under any other Loan Document. In addition, the Borrower will use all reasonable efforts to duly obtain Governmental Approvals required in connection with the Loan Documents from time to time on or prior to such date as the same may become legally required, and thereafter to maintain all such Governmental Approvals in full force and effect.

(k)      OFAC, PATRIOT Act Compliance. The Borrower will, and will cause each of its Subsidiaries to, (i) refrain from doing business in a Sanctioned Country or with a Sanctioned Person in violation of the economic sanctions of the United States administered by OFAC, and (ii) provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Agent or any Lender in order to assist the Agent and the Lenders in maintaining compliance with the PATRIOT Act.

Section 5.2Negative Covenants. So long as any amount in respect of this Agreement shall remain unpaid, any Lender shall have any Commitment or any Letter of Credit shall remain outstanding, the Borrower will not, without the written consent of the Majority Lenders:

(a)      Liens, Etc. Create, incur, assume, or suffer to exist, or permit any of its Subsidiaries to create, incur, assume, or suffer to exist, any lien, security interest, or other charge or encumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential interest upon or with respect to any of its properties of any character (including, without limitation, accounts) (any of the foregoing being referred to herein as a “Lien”), excluding, however, from the operation of the foregoing restrictions the Liens created under the Loan Documents and the following:

(i)      Liens for taxes, assessments or governmental charges or levies to the extent not past due;

(ii)      Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens and other similar Liens arising in the ordinary course of business securing obligations which are not overdue or which are being contested in good faith, provided that any such contested Lien securing an amount claimed in excess of $5,000,000 shall be fully bonded within 90 days after the imposition of such Lien;

(iii)     pledges or deposits to secure obligations under workmen’s compensation laws or similar legislation, to secure public or statutory obligations of the Borrower or such Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in the ordinary course of business;

(iv)     (A) purchase money Liens upon or in property now owned or hereafter acquired by the Borrower or any of its Subsidiaries in the ordinary course of business (consistent with present practices, it being understood that for purposes of this clause, the

purchase, construction or maintenance of generating facilities by the Borrower or any of its Subsidiaries shall be deemed to be in the ordinary course of business and consistent with present practices) to secure (1) the purchase price of such property or (2) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property to be subject to such Liens, or (B) Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved and replacements, modifications and proceeds of such property, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced;

(v)      Liens on the capital stock of any of the Borrower’s single-purpose Subsidiaries or any such Subsidiary’s assets to secure the repayment of project financing or Nonrecourse Debt for such Subsidiary;

(vi)     attachment, judgment or other similar Liens arising in connection with court proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith by appropriate proceedings or the payment of which is covered in full (subject to customary deductible amounts) by insurance maintained with responsible insurance companies;

(vii)     Liens securing Debt permitted by Section 5.2(b)(i)(B)or Section 5.2(b)(i)(D);

(viii)    Liens securing obligations under agreements entered into pursuant to the Iowa Industrial New Jobs Training Act or any similar or successor legislation, provided that such obligations do not exceed $5,000,000 in the aggregate at any one time outstanding;

(ix)     Liens incurred in connection with the sales of assets permitted in Section 5.2(f)(viii);

(x)      Liens incurred by the Borrower or any of its Subsidiaries on assets of the Borrower and its Subsidiaries to secure Nonrecourse Debt or obligations other than for borrowed money, in an aggregate principal amount not to exceed $100,000,000 outstanding at any one time;

(xi)     Liens on nuclear fuel granted in connection with any financing arrangement for the purpose of purchasing or leasing such nuclear fuel;

(xii)     Liens constituting easements, restrictions and other similar encumbrances arising in the ordinary course of business, which in the aggregate do not materially adversely affect the use by Borrower or any of its Subsidiaries of their respective properties;

(xiii)    Liens on assets of any Subsidiary of the Borrower in favor of the Borrower or any wholly-owned Subsidiary of the Borrower; and

(xiv)    other Liens set forth in Schedule II hereto, and any extensions, renewals, refinancing or replacements of any such Liens upon or in the same property theretofore subject thereto.

(b)	Debt.
	(i)	Create, incur, assume, or suffer to exist any Debt other than:
		(A)	Debt hereunder and under the other Loan Documents;
		(B)	Debt issued pursuant to the Indentures;

(C)     other Debt of the Borrower that is pari passu with, or subordinate to, the Debt hereunder or secured by a Lien permitted under Section 5.2(a); and

(D) Debt evidenced by the Bonds;

provided, however, that, both immediately before and after the incurrence of any Debt described in clause (B), (C) or (D) of this paragraph (i), the Borrower shall be in compliance with the covenant set forth in Section 5.2(h).

(ii)      Permit any of its Subsidiaries to create, incur, assume, or suffer to exist any Debt other than:

(A)     Debt of any Person acquired by the Borrower or any such Subsidiary (whether by merger, stock or asset purchase, or otherwise) that was in effect and outstanding at the time of acquisition;

(B)     Debt owing by any such Subsidiary to the Borrower or to any other such Subsidiary;

(C)     Debt of such Subsidiaries under working capital lines and with respect to Capitalized Lease Obligations not to exceed $5,000,000 in the aggregate at any one time outstanding (such dollar limitation to apply to the Debt of any Persons acquired by and merged into any such Subsidiary to the extent of any surviving working capital lines and Capitalized Lease Obligations of any such Person that shall survive such acquisition and merger);

(D) Debt secured by Liens permitted by Section 5.2(a);

(E)     Debt incurred in connection with the sales of assets permitted in Section 5.2(f)(viii); and

(F) other Debt set forth in Schedule III hereto;

provided, however, that, both immediately before and after the incurrence of any Debt described in clause (A), (B), (C), (D) or (E) of this paragraph (ii), the Borrower shall be in compliance with the covenant set forth in Section 5.2(h).

(c)      Compliance with ERISA. (i) Permit to exist any “accumulated funding deficiency” (as defined in Section 412(a) of the Internal Revenue Code of 1986, as amended from time to time) (unless such deficiency exists with respect to a Multiple Employer Plan or Multiemployer Plan and the Borrower has no control over the reduction or elimination of such deficiency), (ii) terminate, or permit any ERISA Affiliate of the Borrower to terminate, any Plan of the Borrower or such ERISA Affiliate so as to result in any material (in the opinion of the Majority Lenders) liability of the Borrower to the PBGC, or (iii) permit to exist any occurrence of any Reportable Event (as defined in Title IV of ERISA), or any other event or condition, which presents a material (in the opinion of the Majority Lenders) risk of such a termination by the PBGC of any Plan of the Borrower or such ERISA Affiliate and such a material liability to the Borrower.

(d)      Transactions with Affiliates. Enter into, or permit any of its Subsidiaries to enter into, any transaction with an Affiliate of the Borrower, unless such transaction (i) is on terms no less favorable to the Borrower or such Subsidiary, as the case may be, than if the transaction had been negotiated in good faith on an arm’s length basis with a Person that was not an Affiliate of the Borrower, (ii) has been approved by the Securities and Exchange Commission pursuant to, or is entered into otherwise in accordance with, PUHCA or other applicable utility or utility holding company regulations or (iii) is among wholly-owned Subsidiaries of the Borrower or between the Borrower and a wholly-owned Subsidiary.

(e) Mergers, Etc.

(i)      merge with or into or consolidate with or into any other Person, except the Borrower may merge with or into or consolidate with or into any of its Subsidiaries, provided that immediately after giving effect thereto, (A) no event shall occur and be continuing that constitutes an Unmatured Default or an Event of Default, (B) the Borrower is the surviving corporation and (C) the Borrower shall not be liable with respect to any Debt or allow its property to be subject to any Lien which it could not become liable with respect to or allow its property to become subject to under this Agreement or any other Loan Document on the date of such transaction; or

(ii)      permit any of its Subsidiaries to merge with or into or consolidate with or into any other Person, except that any such Subsidiary may merge with or into any other Person, provided that immediately after giving effect thereto, (A) the surviving corporation is a Subsidiary of the Borrower, (B) no event shall occur and be continuing that constitutes an Unmatured Default or an Event of Default and (C) the Borrower or any of its Subsidiaries shall not be liable with respect to any Debt or allow its property to be subject to any Lien which it could not become liable with respect to or allow its property to become subject to under this Agreement or any other Loan Document on the date of such transaction.

(f)      Sales, Etc., of Assets. Sell, lease, transfer, assign or otherwise dispose of any of its assets, or permit any of its Subsidiaries to sell, lease, transfer, assign or otherwise dispose of any of its assets, except (i) sales, leases, transfers and assignments from one Subsidiary of the Borrower to another such Subsidiary or to the Borrower, (ii) in any transaction in which the net proceeds from such sale, lease, transfer, assignment or disposition are solely Cash and Cash Equivalents and such proceeds are (A) applied solely as a permanent reduction of the Commitments and prepayment of Advances pursuant to Section 2.5 and Section 2.11, or (B) applied solely to pay or prepay Debt (together with a permanent reduction of any commitments relating to such Debt) incurred by the Borrower or any such Subsidiary in connection with the project comprising such assets, (iii) in connection with a sale and leaseback transaction, (iv) sales, leases, transfers and assignments of other assets representing not in excess of 20% of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries in the aggregate from the date hereof until the Termination Date in any single or series of transactions, whether or not related, (v) sales, leases, transfers and assignments of worn out or obsolete equipment no longer used and useful in the business of the Borrower and its Subsidiaries, (vi) dispositions of the transmission assets of the Borrower and its Subsidiaries to any Person authorized by the Federal Energy Regulatory Commission or its successor, (vii) dispositions of the Duane Arnold nuclear facility and the Borrower’s Illinois assets, and (viii) sales of contracts and accounts receivable by the Borrower and its Subsidiaries; provided that in each case under clauses (i) through (viii) above, no Unmatured Default or Event of Default shall have occurred and be continuing after giving effect thereto.

(g)      Maintenance of Ownership of Significant Subsidiaries. Sell, assign, transfer, pledge or otherwise dispose of any Equity Interests of any of its Significant Subsidiaries or any warrants, rights or options to acquire such Equity Interests, or permit any of its Significant Subsidiaries to issue, sell or otherwise dispose of any shares of its Equity Interests or any warrants, rights or options to acquire such capital stock, except (and only to the extent) as may be necessary to give effect to a transaction permitted by Section 5.2(e).

(h)      Capitalization Ratio. Permit the ratio of Consolidated Debt of the Borrower to Consolidated Capital of the Borrower to exceed .58 to 1.00.

(i)      Restrictive Agreements. Directly or indirectly, enter into, incur or permit to exist, or permit, directly or indirectly, any of its Significant Subsidiaries to enter into, incur or permit to exist, any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower or any Significant Subsidiary to declare or pay dividends or other distributions to the Parent, the Borrower or any other Significant Subsidiary; provided that the foregoing limitations do not apply to (i) financial covenants that require the maintenance of a minimum net worth or compliance with financial tests as conditions to the ability to pay dividends or make other distributions with respect to capital stock or otherwise; (ii) restrictions that arise only if dividends on preferred stock have not been paid; and (iii) limitations or restrictions imposed by law or in regulatory proceedings.

(j)      Synthetic Lease Restrictions. Enter into or permit any Subsidiary to enter into a synthetic lease transaction.

ARTICLE VI

EVENTS OF DEFAULT

Section 6.1Events of Default. If any of the following events (each an “Event of Default”) shall occur and be continuing after the applicable grace period and notice requirement (if any):

(a)      The Borrower shall fail to pay any principal of any Borrowing or any reimbursement obligation in respect of a Letter of Credit when the same becomes due and payable; or

(b)      The Borrower shall fail to pay any interest on any Borrowing or any other amount due under this Agreement for two days after the same becomes due; or

(c)      Any representation or warranty made by or on behalf of the Borrower in any Loan Document or in any certificate or other writing delivered pursuant thereto shall prove to have been incorrect in any material respect when made or deemed made; or

(d)      The Borrower shall fail to perform or observe any term or covenant on its part to be performed or observed contained in Section 5.1(c), Section 5.1(h)(i) or Section 5.2 (other than Sections 5.2(c) and 5.2(d) thereof); or

(e)      The Borrower shall fail to perform or observe any other term or covenant on its part to be performed or observed contained in this Agreement or in any other Loan Document, and any such failure shall remain unremedied, after the earlier of (i) actual knowledge by the Borrower thereof, and (ii) written notice thereof shall have been given to the Borrower by the Agent, for a period of 30 days; or

(f)      The Borrower or any of its Significant Subsidiaries shall fail to make any payment in respect of any of its Debt other than Nonrecourse Debt, including any interest or premium thereon (but excluding Debt hereunder) aggregating $50,000,000 or more when due under documents related to such Debt (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in any agreement or instrument relating to such Debt; or any other default under any agreement or instrument relating to such Debt, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof as a result of a default or other similar adverse event; or

(g)      The Borrower or any of its Significant Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make an assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its Significant Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of its debts under any law relating to bankruptcy, insolvency, or

reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property and, in the case of a proceeding instituted against the Borrower or any of its Subsidiaries, either such proceeding shall remain undismissed or unstayed for a period of 60 days or any of the actions sought in such proceeding (including without limitation the entry of an order for relief against the Borrower or such Subsidiary or the appointment of a receiver, trustee, custodian or other similar official for the Borrower or such Subsidiary or any of its property) shall occur; or the Borrower shall take any corporate or other action to authorize any of the actions set forth above in this Section 6.1(g); or

(h)      Any judgment or order for the payment of money equal to or in excess of $50,000,000 shall be rendered against the Borrower or any of its Subsidiaries or their respective properties and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(i)      Any material provision of any Loan Document to which the Borrower is a party shall for any reason cease to be valid and binding on the Borrower or the Borrower shall so assert in writing; or

(j)      Any Governmental Approval required in connection with the execution, delivery and performance of the Loan Documents shall expire or be rescinded, revoked, otherwise terminated, or amended or modified in any manner that is materially adverse to the interests of the Lenders, the LC Issuing Bank and the Agent; or

(k)      Any ERISA Event shall have occurred with respect to a Plan that could reasonably be expected to result in a material liability to the Borrower, and, 30 days after notice thereof shall have been given to the Borrower by the Agent, the LC Issuing Bank or any Lender, such ERISA Event shall still exist; or

(l)      (i) The Parent shall cease to own 100% of the common equity interests of the Borrower or shall cease to have the power (whether or not exercised) to elect a majority of the Borrower’s directors:

then, and in any such event, the Agent shall at the request, or may with the consent, of the holders of greater than 50% of the principal amount of the Outstanding Credits then outstanding or, if no Outstanding Credits are then outstanding, Lenders having greater than 50% of the Commitments, by notice to the Borrower, (i) declare the obligation of each Lender to make Advances and the obligation of the LC Issuing Bank to issue Letters of Credit to be terminated, whereupon the same shall forthwith terminate, (ii) declare the Advances (if any), all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower (iii) direct the Borrower to deposit (and the Borrower hereby agrees, forthwith upon receipt of notice of such direction from the Agent, to deposit) with the Agent from time to time such additional amount of

cash as is equal to the LC Outstandings, such amount to be held by the Agent in the Cash Collateral Account as security for the LC Outstandings as described in Section 6.2 and (iv) exercise all rights and remedies available to it under this Agreement, the other Loan Documents and applicable law; provided, however, that in the event of an occurrence of a Bankruptcy Event, (A) the obligation of the LC Issuing Bank to issue Letters of Credit, and the Commitments and the obligation of each Lender to make Advances shall automatically be terminated, (B) the Advances, all such interest and all other amounts payable under this Agreement and the other Loan Documents shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower and (C) the obligation of the Borrower to cash collateralize the LC Outstandings as aforesaid shall automatically become effective, in each case without further action by the Agent, LC Issuing Bank or any Lender.

Section 6.2Cash Collateral Account. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Agent pursuant to this Article VI shall affect (i) the obligation of the LC Issuing Bank to make any payment under any Letter of Credit in accordance with the terms of such Letter of Credit or (ii) the obligations of each Lender in respect of each such Letter of Credit; provided, however, that if an Event of Default has occurred and is continuing, the Agent shall at the request, or may with the consent, of the Majority Lenders (except upon the occurrence of a Bankruptcy Event), upon notice to the Borrower, require the Borrower to deposit with the Agent an amount in the cash collateral account (the “Cash Collateral Account”) described below equal to the LC Outstandings on such date. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Agent in the name of, and under the sole dominion and control of, the Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by Wachovia for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Agent, in its sole discretion. The Borrower hereby grants to the Agent for the benefit of the LC Issuing Bank and the Lenders a Lien in and hereby assigns to the Agent for the benefit of LC Issuing Bank and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the obligations as and when such obligations shall become due and payable. Upon payment in full, after the termination of the Letters of Credit, of all such obligations, the Agent will repay and reassign to the Borrower any cash then in the Cash Collateral Account and the Lien of the Agent on the Cash Collateral Account and the funds therein shall automatically terminate.

ARTICLE VII

THE AGENT

Section 7.1Authorization and Action. Each of the Lenders (for purposes of this Article, references to the Lenders shall also mean the LC Issuing Bank) hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under

this Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement or any other Loan Document (including, without limitation, enforcement or collection of the Borrowings), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes (if any); provided, however, that the Agent shall not be required to take any action which, in its opinion or the opinion of its counsel, may expose the Agent to personal liability or which is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. The Agent shall be deemed to have exercised reasonable care in the administration and enforcement of this Agreement and the other Loan Documents if it undertakes such administration and enforcement in a manner substantially equal to that which Wachovia accords credit facilities similar to the credit facility hereunder for which it is the sole lender. The provisions of this Article are solely for the benefit of the Agent and the Lenders except as otherwise expressly provided herein, and the Borrower shall have no rights as a third party beneficiary of any of such provisions.

Section 7.2Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of any Note as the holder thereof until the Agent receives and accepts a Lender Assignment entered into by the Lender which is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.7; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Loan Document; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (vi) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Section 7.3Wachovia and Affiliates. With respect to its Commitment and the Advances made by it, Wachovia shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent or the LC Issuing Bank; and the term “Bank” or “Banks” and “Lender” or “Lenders” shall, unless otherwise expressly indicated, include Wachovia in its individual capacity. Wachovia and its Affiliates may accept deposits from, lend money to, act as the financial advisor or the trustee under

indentures of, and generally engage in any kind of business with, the Borrower or any Subsidiary or other Affiliate thereof and any Person who may do business with or own securities of the Borrower or any Subsidiary or other Affiliate thereof, all as if Wachovia were not the Agent and without any duty to account therefor to the Lenders.

Section 7.4Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on the financial statements referred to in Section 4.1(f) and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

Section 7.5Indemnification. The Lenders agree to indemnify the Agent and any Related Party to the Agent (to the extent not reimbursed by the Borrower), ratably according to (i) on or before the Termination Date, the respective Percentages of the Lenders, or (ii) after the Termination Date, the respective outstanding principal amounts of the Advances, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any out of pocket expenses (including counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower.

Section 7.6Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Agent pursuant to this Section 7.6. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent, which shall be a Lender or shall be another commercial bank or trust company (and reasonably acceptable to the Borrower so long as no Event of Default exists) organized under the laws of the United States or of any State thereof. If no successor Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Majority Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States of any State thereof reasonably acceptable to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under

this Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Section 7.7Delegation of Duties. The Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Agent; provided, however, that the Agent shall remain responsible for the performance of its duties under this Agreement and the Loan Documents to the extent required under this Article. The Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Affiliates and the partners, directors, officers, employees, agents and advisors of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Agent.

Section 7.8No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Joint Lead Arrangers, Syndication Agent, Documentation Agents or other agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Agent or a Lender hereunder.

Section 7.9LC Issuing Bank. The provisions of this Article (other than Section 7.3) shall apply to the LC Issuing Bank mutatismutandis to the same extent as such provisions apply to the Agent.

ARTICLE VIII

MISCELLANEOUS

Section 8.1Amendments, Etc. No amendment or waiver of any provision of any Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and, in the case of any amendment, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive, modify or eliminate any of the conditions specified in Section 3.1, Section 3.2, Section 3.3, or Section 3.4, (b) increase or extend the Commitments of the Lenders (other than pursuant to Section 2.18) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances, any Applicable Margin or any fees or other amounts payable hereunder (other than fees payable to the Agent, the Joint Lead Arrangers or the LC Issuing Bank for their own account, or to any Lender pursuant to Section 2.12 or Section 2.16), (d) postpone any date fixed for any payment of principal of, or interest on, the Advances, any reimbursement obligation in respect of Letters of Credit or any fees or other amounts payable hereunder, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders, which shall be required for the Lenders or any of them to take any action hereunder, (f) amend this Section 8.1, (g) release any collateral for the obligations of the Borrower hereunder; or (h) change or waive any provision of

Section 2.17 or any other provision of this Agreement or any other Loan Document requiring pro rata treatment of the Lenders; and provided, further, that (i) that no amendment, waiver or consent shall affect the rights or duties of the Agent or the LC Issuing Bank under this Agreement or any Note, unless such amendment, waiver or consent is in writing and signed by the Agent and the LC Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, (ii) that no amendment, waiver or consent shall change or waive any provision of Section 2.12 or Section 2.16, unless such amendment, waiver or consent is in writing and signed by each Lender directly affected thereby, in addition to the Lenders required above to take such action and (iii) that this Agreement may be amended and restated without the consent of any Lender, the LC Issuing Bank or the Agent if, upon giving effect to such amendment and restatement, such Lender, the LC Issuing Bank or the Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder or under any Letter of Credit and shall have been paid in full all amounts payable hereunder to such Lender, the LC Issuing Bank or the Agent, as the case may be.

Section 8.2Notices, Etc. All notices and other communications provided for hereunder and under the other Loan Documents shall be in writing (including telecopier, telegraphic, telex or cable communication) and mailed, telecopied, telegraphed, telexed, cabled or delivered, if to the Borrower, at its address at 4902 North Biltmore Lane, Madison, Wisconsin 53718-2132 Attn: Treasurer, or P.O. Box 77007, Madison, Wisconsin 53707-1007 Attn: Treasurer; if to any Bank, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Lender Assignment pursuant to which it became a Lender; and if to the Agent, at its address at One Wachovia Center, Wachovia Bank, National Association, 301 S. College Street, NC-0760, Charlotte, North Carolina 28288-0760, Attention: Shannan Townsend; or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties. All such notices and communications shall, when mailed, telecopied, telegraphed, telexed or cabled, be effective five days after being deposited in the mails, or when delivered to the telegraph company, telecopied, confirmed by telex answerback or delivered to the cable company, respectively, except that notices and communications to the Agent pursuant to Articles II or VII shall not be effective until received by the Agent.

Section 8.3No Waiver; Remedies. No failure on the part of any Lender, the LC Issuing Bank or the Agent to exercise, and no delay in exercising, any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 8.4 Costs, Expenses, Taxes and Indemnification.

(a)      The Borrower agrees to pay on demand all costs and expenses of the Agent in connection with the preparation (including, without limitation, printing costs), negotiation, execution, delivery, modification and amendment of this Agreement and the other Loan Documents, and the other documents and instruments to be delivered hereunder and thereunder, including, without limitation, the reasonable fees and out of pocket expenses of counsel for the Agent with respect thereto and with respect to the administration of, and advising the Agent as to

its rights and responsibilities under, this Agreement and the other Loan Documents. The Borrower further agrees to pay on demand all costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses of the Agent, the LC Issuing Bank and each Lender), in connection with the enforcement and workout (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other Loan Documents and the other documents and instruments to be delivered hereunder and thereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.4(a). In addition, the Borrower shall pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Agreement and the other Loan Documents, and the other documents and instruments to be delivered hereunder and thereunder, and agrees to save the Agent, the LC Issuing Bank and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes.

(b)      If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance as a result of a payment or Conversion pursuant to Section 2.9(f), Section 2.10, Section 2.11 or Section 2.13 or acceleration of the maturity of the Advances pursuant to Section 6.1 or for any other reason, the Borrower shall, upon demand by any Lender or the LC Issuing Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or the LC Issuing Bank, as the case may be, any amounts required to compensate such Lender or the LC Issuing Bank for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance.

(c)      The Borrower hereby agrees to indemnify and hold each Lender, the Agent, the LC Issuing Bank and their respective officers, directors, employees, professional advisors and affiliates (each, an “Indemnified Person”) harmless from and against any and all claims, damages, losses, liabilities, costs or expenses (including reasonable attorney’s fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) which any of them may incur or which may be claimed against any of them by any Person including the Borrower (except for such claims, damages, losses, liabilities, costs and expenses resulting from such Indemnified Person’s gross negligence or willful misconduct):

(i)      by reason of or resulting from the execution, delivery or performance of any of the Loan Documents or any transaction contemplated thereby, or the use by the Borrower of the proceeds of any Advance or the use by the Borrower or any beneficiary of any Letter of Credit of such Letter of Credit;

(ii)      in connection with any documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of any of the Loan Documents;

(iii)     in connection with or resulting from the utilization, storage, disposal, treatment, generation, transportation, release or ownership of any Hazardous Substance

(A) at, upon, or under any property of the Borrower or any of its Affiliates or (B) by or on behalf of the Borrower or any of its Affiliates at any time and in any place; or

(iv)     in connection with or resulting from the use by unintended recipients of any information or other materials distributed by it through the internet, SyndTrak or other similar transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(d)      The Borrower’s obligations under this Section 8.4 shall survive the repayment of all amounts owing to the Lenders hereunder and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.4 are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

Section 8.5 Right of Set-off.

(a)      Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent by the Majority Lenders specified by Section 6.1 to authorize the Agent to declare all amounts owing hereunder due and payable pursuant to the provisions of Section 6.1, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under any Loan Document, irrespective of whether or not such Lender shall have made any demand under such Loan Document and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.

(b)      The Borrower agrees that it shall have no right of set-off, deduction or counterclaim in respect of its obligations hereunder, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower’s rights to any independent claim that the Borrower may have against the Agent, the LC Issuing Bank or any Lender for the Agent’s, the LC Issuing Bank’s or such Lender’s, as the case may be, gross negligence or willful misconduct; provided that no Lender shall be liable for the conduct of the Agent, the LC Issuing Bank or any other Lender; provided further that the Agent shall not be liable for the conduct of any Lender or the LC Issuing Bank, and the LC Issuing Bank shall not be liable for the conduct of any Lender or the Agent; provided, however that none of the Agent, any Lender or the LC Issuing Bank shall be liable to the Borrower for any amounts representing indirect, special, consequential or punitive damages suffered by the Borrower.

Section 8.6Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and the Agent and when the Agent shall have been notified in writing by each Bank that such Bank has executed it and thereafter shall be binding upon and

inure to the benefit of the Borrower, the Agent, the LC Issuing Bank and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

Section 8.7 Assignments and Participations.

(a)      Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit and the Note or Notes (if any) held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under the Loan Documents, (ii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender’s then remaining Commitment and $5,000,000 or any whole multiple of $1,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender), (iii) the Agent, the LC Issuing Bank and, so long as no Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment (in each case, which may not be unreasonably withheld or delayed), and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Agent shall accept and record such Lender Assignment in the Register. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Lender Assignment, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Lender Assignment, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Lender Assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of a Lender Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto, but shall continue to be entitled to the benefits of Section 2.12(a), Section 2.12(b), Section 2.16 and Section 8.4 with respect to facts and circumstances occurring prior to the effective date of such assignment). Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time, with notice to the Borrower, the Agent and the LC Issuing Bank, assign all or any portion of the Advances owing to it to any other Lender or any Affiliate of a Lender. No such assignment, other than to an Eligible Assignee, a Lender or an Affiliate of a Lender, shall release the assigning Lender from its obligations hereunder.

(b)      By executing and delivering a Lender Assignment, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Lender Assignment, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other instrument or document furnished pursuant thereto; (ii) such assigning

Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of each Loan Document, together with copies of the financial statements referred to in Section 4.1(f) hereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Lender Assignment; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

(c)      The Agent shall maintain at its address referred to in Section 8.2 a copy of each Lender Assignment delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Advances owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d)      Upon its receipt of a Lender Assignment executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with any Note or Notes (if any) subject to such assignment, the Agent shall, if such Lender Assignment has been completed and is in substantially the form of Exhibit 8.7 hereto, (i) accept such Lender Assignment, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower.

(e)      Each Lender may sell participations to one or more banks, financial institutions or other entities in all or a portion of its rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances owing to it, its participations in Letters of Credit and the Note or Notes (if any) held by it); provided, however, that (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note (if any) for all purposes of this Agreement, and (iv) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

(f)      Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 8.7, disclose to the assignee or participant or

proposed assignee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree, in accordance with the terms of Section 8.8 to preserve the confidentiality of any Confidential Information relating to the Borrower received by it from such Lender.

(g)      If any Lender (or any bank, financial institution, or other entity to which such Lender has sold a participation) shall (i) make any demand for payment under Section 2.8 or Section 2.12 or (ii) give notice to the Agent pursuant to Section 2.13, then within 30 days after any such demand or occurrence (if, but only if, in the case of any demanded payment described in clause (i), such demanded payment has been made by the Borrower), the Borrower may, with the approval of the Agent and the LC Issuing Bank (which approval shall not be unreasonably withheld), and provided that no Event of Default or Unmatured Default shall then have occurred and be continuing, demand that such Lender assign in accordance with this Section 8.7 to one or more Eligible Assignees designated by the Borrower all (but not less than all) of such Lender’s Commitment, its participations in Letters of Credit and the Advances owing to it within the period ending on the later to occur of (x) the last day in the 30-day period described above and (y) the last day of the longest of the then-current Interest Periods for such Advances. If any such Eligible Assignee designated by the Borrower shall fail to consummate such assignment on terms acceptable to such Lender, or if the Borrower shall fail to designate any such Eligible Assignees for all or part of such Lender’s Commitment or Advances, then such demand by the Borrower shall become ineffective; it being understood for purposes of this Section 8.7(g) that such assignment shall be conclusively deemed to be on terms acceptable to such Lender, and such Lender shall be compelled to consummate such assignment to an Eligible Assignee designated by the Borrower, if such Eligible Assignee (1) shall agree to such assignment by entering into a Lender Assignment with such Lender and (2) shall offer compensation to such Lender in an amount equal to all amounts then owing by the Borrower to such Lender hereunder, whether for principal, interest, fees, costs or expenses (other than the demanded payment referred to above and payable by the Borrower as a condition to the Borrower’s right to demand such assignment), or otherwise.

(h)      Anything in this Section 8.7 to the contrary notwithstanding, any Lender may assign and pledge all or any portion of its Commitment and the Advances owing to it to any Federal Reserve Bank (and its transferees) as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder.

(i)      Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) of such Granting Lender identified as such in writing from time to time by the Granting Lender to the Agent, the LC Issuing Bank and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any such SPC to make any Advance, (ii) if such SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof and (iii) no SPC or Granting Lender shall be

entitled to receive any greater amount pursuant to Section 2.12 or Section 8.4 than the Granting Lender would have been entitled to receive had the Granting Lender not otherwise granted such SPC the option to provide any Advance to the Borrower. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would otherwise be liable so long as, and to the extent that, the related Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against or join any other person in instituting against such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. Notwithstanding the foregoing, the Granting Lender unconditionally agrees to indemnify the Borrower, the LC Issuing Bank, the Agent and each Lender against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be incurred by or asserted against the Borrower, the LC Issuing Bank, the Agent or such Lender, as the case may be, in any way relating to or arising as a consequence of any such forbearance or delay in the initiation of any such proceeding against its SPC. Each party hereto hereby acknowledges and agrees that no SPC shall have the rights of a Lender hereunder, such rights being retained by the applicable Granting Lender. Accordingly, and without limiting the foregoing, each party hereby further acknowledges and agrees that no SPC shall have any voting rights hereunder and that the voting rights attributable to any Advance made by an SPC shall be exercised only by the relevant Granting Lender and that each Granting Lender shall serve as the administrative agent and attorney-in-fact for its SPC and shall on behalf of its SPC receive any and all payments made for the benefit of such SPC and take all actions hereunder to the extent, if any, such SPC shall have any rights hereunder. In addition, notwithstanding anything to the contrary contained in this Agreement any SPC may (i) with notice to, but without the prior written consent of any other party hereto, assign all or a portion of its interest in any Advances to the Granting Lender and (ii) disclose on a confidential basis any information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 8.7(i) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Advance is being funded by an SPC at the time of such amendment.

Section 8.8Confidentiality. In connection with the negotiation and administration of this Agreement and the other Loan Documents, the Borrower has furnished and will from time to time furnish to the Agent, the LC Issuing Bank and the Lenders (each, a “Recipient”) written information which is identified to the Recipient in writing, when delivered, as confidential (such information, other than any such information which (i) as publicly available, or otherwise known to the Recipient, at the time of disclosure, (ii) subsequently becomes publicly available other than through any act or omission by the Recipient or (iii) otherwise subsequently becomes known to the Recipient other than through a Person whom the Recipient knows to be acting in violation of his or its obligations to the Borrower, being hereinafter referred to as “Confidential Information”). The Recipient will maintain the confidentiality of any Confidential Information in accordance with such procedures as the Recipient applies generally to information of that nature. It is understood, however, that the foregoing will not restrict the Recipient’s ability to

freely exchange such Confidential Information with its Affiliates or with current or prospective participants in or assignees of, or any current or prospective counterparty (or its advisors) to any swap, securitization or derivative transaction relating to, the Recipient’s position herein, but the Recipient’s ability to so exchange Confidential Information shall be conditioned upon any such Affiliate’s or prospective participant’s or assignee’s or counterparty’s entering into an understanding as to confidentiality similar to this provision. It is further understood that the foregoing will not prohibit the disclosure of any or all Confidential Information if and to the extent that such disclosure may be required (i) by a regulatory agency or otherwise in connection with an examination of the Recipient’s records by appropriate authorities, (ii) pursuant to court order, subpoena or other legal process or in connection with any pending or threatened litigation, (iii) otherwise as required by law, or (iv) in order to protect its interests or its rights or remedies hereunder or under the other Loan Documents; in the event of any required disclosure under clause (ii) or (iii) above, the Recipient agrees to use reasonable efforts to inform the Borrower as promptly as practicable.

Section 8.9WAIVER OF JURY TRIAL. THE AGENT, THE LC ISSUING BANK, THE LENDERS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE AGENT, THE LC ISSUING BANK, SUCH LENDERS OR THE BORROWER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENT, THE LC ISSUING BANK AND THE LENDERS ENTERING INTO THIS AGREEMENT.

Section 8.10Governing Law. This Agreement and the other Loan Documents shall be governed by, and construed in accordance with, the laws of the State of New York; provided that each Letter of Credit shall be governed by, and construed in accordance with, the laws or rules designated in such Letter of Credit or application therefor or, if no such laws or rules are designated, the International Standby Practices of the International Chamber of Commerce, as in effect from time to time (the “ISP”), and, as to matters not governed by the ISP, the laws of the State of New York. The Borrower, each Lender, the LC Issuing Bank and the Agent (i) irrevocably submits to the non-exclusive jurisdiction of any New York State court or Federal court sitting in New York City in any action arising out of any Loan Document, (ii) agrees that all claims in such action may be decided in such court, (iii) waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum and (iv) consents to the service of process by mail, provided that a copy shall be promptly sent by overnight courier to Foley & Lardner LLP, U.S. Bank Center, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202-5367, Attention: Emory Ireland, Esq. A final judgment in any such action shall be conclusive and may be enforced in other jurisdictions. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court.

Section 8.11Relation of the Parties; No Beneficiary. No term, provision or requirement, whether express or implied, of any Loan Document, or actions taken or to be taken by any party thereunder, shall be construed to create a partnership, association, or joint venture

between such parties or any of them. No term or provision of the Loan Documents shall be construed to confer a benefit upon, or grant a right or privilege to, any Person other than the parties thereto.

Section 8.12Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 8.13Severability. To the extent any provision of this Agreement is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction.

Section 8.14Disclosure of Information. The Borrower agrees and consents to the Agent’s and the Joint Arrangers’ disclosure of information relating to this transaction to Gold Sheets and other similar bank trade publications. Such information will consist of deal terms and other information customarily found in such publications.

Section 8.15USA Patriot Act Notice. Each Lender that is subject to the PATRIOT Act and the Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Agent, as applicable, to identify the Borrower in accordance with the PATRIOT Act.

Section 8.16Entire Agreement. This Agreement, together with any Note, the Fee Letters and any other agreements, instruments and other documents required to be executed and delivered in connection herewith, represents the entire agreement of the parties hereto and supersedes all prior agreements and understandings of the parties with respect to the subject matter covered hereby.

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.

INTERSTATE POWER AND LIGHT COMPANY

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent, LC Issuing Bank and as Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

BARCLAYS BANK PLC, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

JPMORGAN CHASE BANK, N.A., as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

ABN AMRO, N.V., as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

BANK OF AMERICA, N.A., as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

THE BANK OF NEW YORK, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

CITIBANK, N.A., as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

KEYBANK NATIONAL ASSOCIATION, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

MERRILL LYNCH BANK USA, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

UBS LOAN FINANCE LLC, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

MIZUHO CORPORATE BANK, LTD., as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

LEHMAN BROTHERS BANK, FSB, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as a Lender

By:			_________________________________
	Name:	_________________________________
	Title:	_________________________________

SCHEDULE I

INTERSTATE POWER AND LIGHT COMPANY

Five Year Credit Agreement, dated as of August 3, 2005, among

Interstate Power and Light Company, as Borrower, the Banks named therein

and Wachovia, National Association, as Agent and LC Issuing Bank

Name of Lender	Commitment	Domestic Lending Office	Eurodollar Lending Office
Wachovia Bank, National Association	$31,269,230.76	201 S. College St. CP-8 NC-0680 Attention: Brad Riggenbach Tel: 704-715-8946 Fax: 704-383-0288 Email: bradley.riggenbach@wachovia.com	Same as Domestic Lending Office
Barclays Bank PLC	$31,269,230.76	222 Broadway New York, NY 10038 Attention: Erik Hoffman Tel: 212-412-3709 Fax: 212-412-5305 Email: erik.hoffman@barcap.com	Same as Domestic Lending Office
The Bank of Tokyo-Mitsubishi, Ltd. Chicago Branch	$24,230,769.23	Harborside Financial Center 500 Plaza 3 Jersey City, NJ 07311 Attention: Jimmy Yu Tel: 201-413-8566 Fax: 201-521-2335 Email: jyu@btmna.com	Same as Domestic Lending Office
JPMorgan Chase Bank, N.A.	$23,076,923.08	1111 Fannin Street, Floor 10 Houston, TX 77002 Attention: Fran Camero Tel: 713-750-2200 Fax: 713-750-2782   Email: fran.camero@jpmorgan.com	Same as Domestic Lending Office
ABN AMRO Bank N.V.	$23,076,923.08	540 West Madison Street Suite 2100 Chicago, IL 60661 Attention: Loan Administration Tel: 312-992-5150 Fax: 312-992-5155 Email: cpu.team.b@abnamro.com	Same as Domestic Lending Office
Bank of America, N.A.	$23,076,923.08	901 Main St. TX1-492-14-05 Dallas, TX 75202 Attention: Jackie Archuleta Tel: 214-209-4111 Fax: 214-290-9422 Email: jacqueline.archuleta@bankofamerica.com	Same as Domestic Lending Office
Wells Fargo Bank, N.A.	$23,076,923.08	201 Third St. MAC 0187-081 San Francisco, CA 94103 Attention: Neva Moritani Tel: 415-477-5374 Fax: 415-979-0675 Email:	Same as Domestic Lending Office

The Bank of New York	$17,076,923.08	One Wall Street (19th Floor) New York, NY 10286 Attention: Lisa Williams Tel: 212-685-7585 Fax: 212-685-7552 Email: lwilliams@bankofny.com	Same as Domestic Lending Office
Citibank N.A.	$17,076,923.08	Two Penn’s Way Suite 200 New Castle, DE 19720 Attention: Karen Riley Tel: 302-894-6084 Fax: 302-894-6120 Email: Karen.riley@citigroup.com	Same as Domestic Lending Office
KeyBank National Association	$17,076,923.08	127 Public Square OH-01-27-0847 Cleveland, OH 44114 Attention: Yvette Dyson-Owens Tel: 216 689 4358 Fax: 216-689-4981 Email: Yvette_Dyson-Owens@keybank.com	Same as Domestic Lending Office
Merrill Lynch Bank USA	$17,076,923.08	15 W. South Temple Suite 300 Salt Lake City, UT 84101 Attention: David Millett Tel: 801-526-8312 Fax: 801-933-8641 Email: David_Millett@ml.com	Same as Domestic Lending Office
UBS Loan Finance LLC	$17,076,923.08	677 Washington Blvd. Stamford, CT 06901 Attention: Christopher Aitkin Tel: 203-719-3845 Fax: 203-719-3888 Email: christopher.aitkin@ubs.com	Same as Domestic Lending Office
Mizuho Corporate Bank, Ltd.	$13,846,153.85	1800 Plaza Ten Jersey City, NJ 07311 Attention: Pamela Chen Tel: 201-626-9302 Fax: 201-626-9942 Email: Pamela.chen@mizuhocbus.com	Same as Domestic Lending Office
Lehman Brothers Bank, FSB	$12,461,538.45	745 7th Avenue 16th Floor New York, NY 10019 Attention: Michael Herr Tel: 212-526-6560 Fax: 212-520-0450 Email: mherr@lehman.com	Same as Domestic Lending Office
Australia and New Zealand Banking Group Limited	$9,230,769.23	1177 Avenue of the Americas 6th Floor New York, NY 10036 Attention: Doreen Klingenbeck Tel: 212-801-9726 Fax: 212-536-4826 Email: dklingen@anz.com	Same as Domestic Lending Office
TOTAL	$300,000,000.00

SCHEDULE II

EXISTING LIENS

Fuel Lease, dated as of August 21, 1973, between Arnold Fuel, Inc., as lessor, and Iowa Electric Light and Power Company, as lessee, as amended from time to time.

SCHEDULE III

EXISTING DEBT

None.

EX-31

Exhibit 31.1

Certification of the President and Chief Executive Officer

of Alliant Energy Corporation

I, William D. Harvey, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Alliant Energy Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2005

/s/ William D. Harvey

William D. Harvey

President and

Chief Executive Officer

EX-31

Exhibit 31.2

Certification of the Senior Executive Vice President and Chief Financial Officer

of Alliant Energy Corporation

I, Eliot G. Protsch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Alliant Energy Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2005

/s/ Eliot G. Protsch

Eliot G. Protsch

Senior Executive Vice President

and Chief Financial Officer

EX-31

Exhibit 31.3

Certification of the Chief Executive Officer

of Interstate Power and Light Company

I, William D. Harvey, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Interstate Power and Light Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2005

/s/ William D. Harvey

William D. Harvey

Chief Executive Officer

EX-31

Exhibit 31.4

Certification of the Chief Financial Officer

of Interstate Power and Light Company

I, Eliot G. Protsch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Interstate Power and Light Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2005

/s/ Eliot G. Protsch

Eliot G. Protsch

Chief Financial Officer

EX-31

Exhibit 31.5

Certification of the Chief Executive Officer

of Wisconsin Power and Light Company

I, William D. Harvey, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Wisconsin Power and Light Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2005

/s/ William D. Harvey

William D. Harvey

Chief Executive Officer

EX-31

Exhibit 31.6

Certification of the Chief Financial Officer

of Wisconsin Power and Light Company

I, Eliot G. Protsch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Wisconsin Power and Light Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2005

/s/ Eliot G. Protsch

Eliot G. Protsch

Chief Financial Officer

EX-32

Exhibit 32.1

Written Statement of the Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of Alliant Energy Corporation (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2005 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William D. Harvey

William D. Harvey

President and Chief Executive Officer

/s/ Eliot G. Protsch

Eliot G. Protsch

Senior Executive Vice President and Chief Financial Officer

August 5, 2005

EX-32

Exhibit 32.2

Written Statement of the Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of Interstate Power and Light Company (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2005 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William D. Harvey

William D. Harvey

Chief Executive Officer

/s/ Eliot G. Protsch

Eliot G. Protsch

Chief Financial Officer

August 5, 2005

EX-32

Exhibit 32.3

Written Statement of the Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of Wisconsin Power and Light Company (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2005 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William D. Harvey

William D. Harvey

Chief Executive Officer

/s/ Eliot G. Protsch

Eliot G. Protsch

Chief Financial Officer

August 5, 2005