EXHIBIT J-2
FORM OF A NOTE
U.S.$ Dated:
------------ ---------------
FOR VALUE RECEIVED, the undersigned, ALLIANT ENERGY CORPORATION, a
Wisconsin corporation (the "BORROWER"), HEREBY PROMISES TO PAY to the order of
(the "LENDER") for the account of its Applicable Lending Office
---------------
(as defined in the Credit Agreement referred to below) the principal sum of
U.S.$[amount of the Lender's Commitment in figures] or, if less, the aggregate
principal amount of the A Advances (as defined below) made by the Lender to the
Borrower pursuant to the Credit Agreement outstanding on the Termination Date
(as defined in the Credit Agreement).
The Borrower promises to pay interest on the unpaid principal amount of
each A Advance from the date of such A Advance until such principal amount is
paid in full, at such interest rates, and payable at such times, as are
specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the United
States of America at the main office of Bank One, NA in Chicago, Illinois, as
Agent, in same day funds. Each A Advance made by the Lender to the Borrower
pursuant to the Credit Agreement, and all payments made on account of principal
thereof, shall be recorded by the Lender and, prior to any transfer hereof,
endorsed on the grid attached hereto which is part of this Promissory Note,
provided that the failure to so record any A Advance or any payment thereof
shall not affect the payment obligations of the Borrower hereunder or under the
Credit Agreement.
This Promissory Note is one of the A Notes referred to in, and is entitled
to the benefits of, the 364-Day Credit Agreement, dated as of October 16, 2000
(as amended, modified or supplemented from time to time, the "CREDIT
AGREEMENT"), among the Borrower, the Lender and certain other lenders parties
thereto, and Bank One, NA, as Agent for the Lender and such other lenders. The
Credit Agreement, among other things, (i) provides for the making of advances
(the "A ADVANCES") by the Lender to the Borrower from time to time in an
aggregate amount not to exceed at any time outstanding the U.S. dollar amount
first above mentioned, the indebtedness of the Borrower resulting from each such
A Advance being evidenced by this Promissory Note, and (ii) contains provisions
for acceleration of the maturity hereof upon the happening of certain stated
events and also for prepayments on account of principal hereof prior to the
maturity hereof upon the terms and conditions therein specified.
The Borrower hereby waives presentment, demand, protest and notice of any
kind. No failure to exercise, and no delay in exercising, any rights hereunder
on the part of the holder hereof shall operate as a waiver of such rights.
<PAGE>
2
This Promissory Note shall be governed by, and construed in accordance
with, the laws of the State of New York. The Borrower (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 this Promissory Note, (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. 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.
ALLIANT ENERGY CORPORATION
By
-------------------------------------
Name:
Title:
<PAGE>
ADVANCES, MATURITIES, AND PAYMENTS OF PRINCIPAL
--------------------------------------------------------------
<TABLE>
<CAPTION>
Amount of
Principal Unpaid
Amount of Maturity of Paid or Principal Notation Made
Date Advance Advance Prepaid Balance By
----------------- --------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
----------------- --------------- --------------- --------------- --------------- ---------------
----------------- --------------- --------------- --------------- --------------- ---------------
----------------- --------------- --------------- --------------- --------------- ---------------
----------------- --------------- --------------- --------------- --------------- ---------------
----------------- --------------- --------------- --------------- --------------- ---------------
----------------- --------------- --------------- --------------- --------------- ---------------
----------------- --------------- --------------- --------------- --------------- ---------------
----------------- --------------- --------------- --------------- --------------- ---------------
----------------- --------------- --------------- --------------- --------------- ---------------
----------------- --------------- --------------- --------------- --------------- ---------------
</TABLE>
<PAGE>
EXHIBIT 1.01A-2
FORM OF B NOTE
U.S.$ Dated:
------------ ---------------
FOR VALUE RECEIVED, the undersigned, ALLIANT ENERGY CORPORATION, a
Wisconsin corporation (the "BORROWER"), HEREBY PROMISES TO PAY to the order of
(the "LENDER") for the account of its Applicable Lending Office
--------------
(as defined in the Credit Agreement referred to below), on , , the
----- ----
principal amount of Dollars.
--------------
The Borrower promises to pay interest on the unpaid principal amount hereof
from the date hereof until such principal amount is paid in full, at the
interest rate and payable on the interest payment date or dates provided below:
Interest Rate: % per annum (calculated on the basis of a year of
--- ----
days for the actual number of days elapsed).
Interest Payment Date or Dates:
-----------
Both principal and interest are payable in lawful money of the United
States of America at the main office of Bank One, NA in Chicago, Illinois, as
Agent, in same day funds.
This Promissory Note is one of the B Notes referred to in, and is entitled
to the benefits of, the 364-Day Credit Agreement, dated as of October , 2000
--
(as amended, modified or supplemented from time to time, the "CREDIT
AGREEMENT"), among the Borrower, the Lender and certain other lenders parties
thereto, and Bank One, NA, as Agent for the Lender and such other lenders. The
Credit Agreement, among other things, contains provisions for acceleration of
the maturity hereof upon the happening of certain stated events.
The Borrower hereby waives presentment, demand, protest and notice of any
kind. No failure to exercise, and no delay in exercising, any rights hereunder
on the part of the holder hereof shall operate as a waiver of such rights.
This Promissory Note shall be governed by, and construed in accordance
with, the laws of the State of New York. The Borrower (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 this Promissory Note, (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. A final
<PAGE>
2
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.
ALLIANT ENERGY CORPORATION
By
--------------------------------------
Name:
Title:
<PAGE>
EXHIBIT 2.02(a)
FORM OF NOTICE OF A BORROWING
Bank One, NA, as Agent for
the Lenders parties to
the Credit Agreement
referred to below
Attention:
------------
[Date]
Ladies and Gentlemen:
The undersigned, Alliant Energy Corporation, refers to the 364-Day Credit
Agreement, dated as of October , 2000 (as amended, modified or supplemented
--
from time to time, the "CREDIT AGREEMENT", the terms defined therein being used
herein as therein defined), among the undersigned, the Lenders named therein and
the Agent, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of
the Credit Agreement that the undersigned hereby requests an A Borrowing under
the Credit Agreement, and in that connection sets forth below the information
relating to such A Borrowing (the "PROPOSED A BORROWING") as required by Section
2.02(a) of the Credit Agreement:
(A) The Business Day of the Proposed A Borrowing is
------------
(B) The Type of A Advances comprising the Proposed A Borrowing is
[Base Rate Advances] [Eurodollar Rate Advances].
(C) The aggregate amount of the Proposed A Borrowing is $ .
-----
(D) [The Interest Period for each A Advance made as part of the
Proposed A Borrowing is month[s].]1
---
------------------------
1 Delete for Base Rate Advances
<PAGE>
2
The undersigned hereby acknowledges that the delivery of this Notice of A
Borrowing shall constitute a representation and warranty by the Borrower that,
on the date of the Proposed A Borrowing, the statements contained in Section
3.02 of the Credit Agreement are true.
Very truly yours,
ALLIANT ENERGY CORPORATION
By
-------------------------------------
Name:
Title:
<PAGE>
EXHIBIT 2.03(a)(i)
FORM OF NOTICE OF B BORROWING
Bank One, NA, as Agent for
the Lenders parties to
the Credit Agreement
referred to below
Attention:
----------
[Date]
Ladies and Gentlemen:
The undersigned, Alliant Energy Corporation, refers to the 364-Day Credit
Agreement, dated as of October , 2000 (as amended, modified or supplemented
--
from time to time, the "CREDIT AGREEMENT", the terms defined therein being used
herein as therein defined), among the undersigned, the Lenders named therein and
the Agent, and hereby gives you notice pursuant to Section 2.03 of the Credit
Agreement that the undersigned hereby requests a B Borrowing under the Credit
Agreement, and in that connection sets forth the terms on which such B Borrowing
(the "PROPOSED B BORROWING") is requested to be made:
(A) Date of B Borrowing
(B) Amount of B Borrowing
(C) Maturity Date
(D) Interest Payment Date(s)
(E)
------------
(F)
------------
(G)
------------
The undersigned hereby acknowledges that the delivery of this Notice of B
Borrowing shall constitute a representation and warranty by the Borrower that,
on the date of the Proposed B Borrowing, the statements contained in Section
3.03 of the Credit Agreement are true and correct.
<PAGE>
2
The undersigned hereby confirms that the Proposed B Borrowing is to be made
available to it in accordance with Section 2.03 of the Credit Agreement.
Very truly yours,
ALLIANT ENERGY CORPORATION
By
-------------------------------------
Name:
Title:
<PAGE>
EXHIBIT 2.10
FORM OF NOTICE OF CONVERSION
Bank One, NA, as Agent for
the Lenders parties to
the Credit Agreement
referred to below
Attention:
-------------------
[Date]
Ladies and Gentlemen:
The undersigned, Alliant Energy Corporation, refers to the 364-Day Credit
Agreement, dated as of October , 2000 (as amended, modified or supplemented
--
from time to time, the "CREDIT AGREEMENT", the terms defined therein being used
herein as therein defined), among the undersigned, the Lenders named therein and
the Agent, and hereby gives you notice, irrevocably, pursuant to Section 2.10 of
the Credit Agreement that the undersigned hereby requests a Conversion under the
Credit Agreement, and in that connection sets forth below the information
relating to such Conversion (the "PROPOSED CONVERSION") as required by Section
2.10 of the Credit Agreement:
(A) The Business Day of the Proposed Conversion is , .
---------- -----
(B) The Type of Advances comprising the Proposed Conversion is [Base
Rate Advances] [Eurodollar Rate Advances].
(C) The aggregate amount of the Proposed Conversion is $ .
--------
(D) The Type of Advances to which such Advances are proposed to be
Converted is [Base Rate Advances] [Eurodollar Rate Advances].
(E) The Interest Period for each Advance made as part of the Proposed
Conversion is month(s).1
-----
------------------------
1 Delete for Base Rate Advances
<PAGE>
2
The undersigned hereby represents and warrants that the Borrower's request
for the Proposed Conversion is made in compliance with Section 2.10 of the
Credit Agreement.
Very truly yours,
ALLIANT ENERGY CORPORATION
By
-------------------------------------
Name:
Title:
<PAGE>
EXHIBIT 3.01(a)(viii)-3
FORM OF OPINION OF
KING & SPALDING
[Date of Closing]
To each of the Lenders parties to the
Credit Agreement referred to below
and to Bank One, NA, as Agent
RE: ALLIANT ENERGY CORPORATION
Ladies and Gentlemen:
We have acted as special New York counsel to Bank One, NA, individually and
as Agent, in connection with the preparation, execution and delivery of the
364-Day Credit Agreement, dated as of October , 2000 (the "CREDIT AGREEMENT"),
--
among Alliant Energy Corporation (the "BORROWER"), certain lenders party thereto
(the "LENDERS") and Bank One, NA, as Agent (the "AGENT"). Unless otherwise
indicated, terms defined in the Credit Agreement are used herein as therein
defined.
In that connection, we have examined the following documents:
(1) counterparts of the Credit Agreement, executed by the Borrower,
the Agent and the Lenders;
(2) the A Notes delivered in connection with the Closing and the form
of the B Notes attached as Exhibit 1.01A-2 to the Credit Agreement; and
(3) the other documents furnished by the Borrower pursuant to Section
3.01 of the Credit Agreement, including the opinion of Foley & Lardner,
special counsel for the Borrower, and , General Counsel
-----------------
Executive Vice President and General Counsel of the Borrower (collectively,
the "OPINIONS").
In our examination of the documents referred to above, we have assumed the
authenticity of all such documents submitted to us as originals, the genuineness
of all signatures, the due authority of the parties executing such documents and
the conformity to the originals of all such documents submitted to us as copies.
We have also assumed that each of the Banks and the Agent has duly executed and
delivered, with all necessary power and authority (corporate and otherwise), the
Credit Agreement.
<PAGE>
2
To the extent that our opinions expressed below involve conclusions as to
matters governed by law other than the law of the State of New York, we have
relied upon the Opinions and have assumed without independent investigation the
correctness of the matters set forth therein, our opinions expressed below being
subject to the assumptions, qualifications and limitations set forth in the
Opinions. As to matters of fact, we have relied solely upon the documents we
have examined.
Based upon the foregoing, and subject to the qualifications set forth
below, we are of the opinion that:
(i) The Credit Agreement and the A Notes are, and when completed in
the form thereof attached as Exhibit 1.01A-2 to the Credit Agreement, and
executed by a Senior Financial Officer and delivered on behalf of the
Borrower pursuant to corporate authorization existing and as in effect on
the date hereof, each B Note will be, the legal, valid and binding
obligations of the Borrower enforceable against the Borrower in accordance
with their respective terms.
(ii) While we have not independently considered the matters covered by
the Opinions to the extent necessary to enable us to express the
conclusions stated therein, the Opinions and the other documents referred
to in item (3) above are substantially responsive to the corresponding
requirements set forth in Section 3.01 of the Credit Agreement pursuant to
which the same have been delivered.
Our opinions are subject to the following qualifications:
(a) Our opinion in paragraph (i) above is subject to the effect of any
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or similar law affecting creditors' rights generally.
(b) Our opinion in paragraph (i) above is subject to the effect of
general principles of equity, including (without limitation) concepts of
materiality, reasonableness, good faith and fair dealing (regardless of
whether considered in a proceeding in equity or at law).
(c) We note further that, in addition to the application of equitable
principles described above, courts have imposed an obligation on
contracting parties to act reasonably and in good faith in the exercise of
their contractual rights and remedies, and may also apply public policy
considerations in limiting the right of parties seeking to obtain
indemnification under circumstances where the conduct of such parties in
the circumstances in question is determined to have constituted negligence.
(d) We express no opinion herein as to (i) Section 8.05 of the Credit
Agreement, (ii) the enforceability of provisions purporting to grant to a
party conclusive rights of determination, (iii) the availability of
specific performance or other equitable remedies, (iv) the enforceability
of rights to indemnity under Federal or state securities laws and (v) the
enforceability of waivers by parties of their respective rights and
remedies under law.
(e) Our opinions expressed above are limited to the law of the State
<PAGE>
3
of New York and the Federal law of the United States, and we do not express
any opinion herein concerning any other law. Without limiting the
generality of the foregoing, we express no opinion as to the effect of the
law of any jurisdiction other than the State of New York wherein any Lender
may be located or wherein enforcement of the Credit Agreement or any Note
may be sought that limits the rates of interest legally chargeable or
collectible.
The foregoing opinion is solely for your benefit and may not be relied upon
by any other Person other than any Person that may become a Lender under the
Credit Agreement after the date hereof.
Very truly yours,
<PAGE>
EXHIBIT 8.07
FORM OF LENDER ASSIGNMENT
Dated ,
---- ----
Reference is made to the 364-Day Credit Agreement, dated as of October ,
--
2000 (said Agreement, as it may hereafter be amended or otherwise modified from
time to time, being the "CREDIT AGREEMENT", the terms defined therein and not
otherwise defined herein being used herein as therein defined), among Alliant
Energy Corporation, a Wisconsin corporation (the "BORROWER"), the Lenders named
therein and the Agent. Pursuant to the Credit Agreement, (the
-----------------
"ASSIGNOR") has committed to make A Advances (the "ADVANCES") to the Borrower,
which Advances are evidenced by one or more A Notes (the "NOTES") issued by the
Borrower to the Assignor.
The Assignor and (the "ASSIGNEE") agree as follows:
----------
1. The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, that interest in and to
all of the Assignor's rights and obligations under the Credit Agreement as of
the Effective Date (as defined below) which represents the percentage interest
specified on Schedule 1 of all outstanding rights (other than in respect of any
B Notes and B Advances) and obligations under the Credit Agreement (the
"ASSIGNED INTEREST"), including, without limitation, such interest in the
Assignor's Commitment, the Advances owing to the Assignor, and the Note[s] held
by the Assignor. After giving effect to such sale and assignment, the Assignee's
Commitment and the amount of the Advances owing to the Assignee will be as set
forth in Section 2 of Schedule 1. The effective date of this sale and assignment
shall be the date specified on Schedule 1 hereto (the "EFFECTIVE DATE").
2. On the Effective Date, the Assignee will pay to the Assignor, in
same day funds, at such address and account as the Assignor shall advise the
Assignee, $ , and the sale and assignment contemplated hereby shall
-----------
thereupon become effective. From and after the Effective Date, the Assignor
agrees that the Assignee shall be entitled to all rights, powers and privileges
of the Assignor under the Credit Agreement and the Note[s] to the extent of the
Assigned Interest, including without limitation (1) the right to receive all
payments in respect of the Assigned Interest for the period from and after the
Effective Date, whether on account of principal, interest, fees, indemnities in
respect of claims arising after the Effective Date, increased costs, additional
amounts or otherwise, (2) the right to vote and to instruct the Agent under the
Credit Agreement according to its Percentage based on the Assigned Interest, (3)
the right to set-off and to appropriate and apply deposits of the Borrower as
set forth in the Credit Agreement and (4) the right to receive notices,
requests, demands and other communications. The Assignor agrees that it will
promptly remit to the Assignee any amount received by it in respect of the
<PAGE>
2
Assigned Interest (whether from the Borrower, the Agent or otherwise) in the
same funds in which such amount is received by the Assignor.
3. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit Agreement
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement or any other instrument or document furnished
pursuant thereto; (iii) 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 the
Credit Agreement or any other instrument or document furnished pursuant thereto;
and (iv) attaches the Note[s] referred to in paragraph 1 above and requests that
the Agent exchange such Note[s] for a new A Note payable to the order of the
Assignee in an amount equal to the Commitment assumed by the Assignee pursuant
hereto or new A Notes payable to the order of the Assignee in an amount equal to
the Commitment assumed by the Assignee pursuant hereto and the Assignor in an
amount equal to the Commitment retained by the Assignor under the Credit
Agreement, respectively, as specified on Schedule 1 hereto. Except as specified
in this Section 3, the assignment of the Assigned Interest shall be without
recourse to the Assignor.
4. The Assignee (i) confirms that it has received a copy of the Credit
Agreement and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Lender
Assignment; (ii) agrees that it will, independently and without reliance upon
the Agent, the Assignor 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 Credit Agreement;
(iii) confirms that it is an Eligible Assignee; (iv) appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers
under the Credit Agreement as are delegated to the Agent by the terms thereof,
together with such powers as are reasonably incidental thereto; (v) agrees that
it will perform in accordance with their terms all of the obligations which by
the terms of the Credit Agreement are required to be performed by it as a
Lender; [and] (vi) specifies as its Eurodollar Lending Office the office set
forth beneath its name on the signature pages hereof [and (vii) attaches the
forms prescribed by the Internal Revenue Service of the United States certifying
as to the Assignee's status for purposes of determining exemption from United
States withholding taxes with respect to all payments to be made to the Assignee
under the Credit Agreement and the Notes or such other documents as are
necessary to indicate that all such payments are subject to such rates at a rate
reduced by an applicable tax treaty].3
5. Following the execution of this Lender Assignment by the Assignor
and the Assignee, it will be delivered to the Agent for acceptance and recording
by the Agent. Upon such acceptance and recording by the Agent, as of the
Effective Date, (i) the Assignee shall be a party to the Credit Agreement and,
to the extent provided in this Lender Assignment, have the rights and
------------------------
1 If the Assignee is organized under the laws of a jurisdiction outside
the United States.
<PAGE>
obligations of a Lender thereunder and under the other Loan Documents and (ii)
the Assignor shall, to the extent provided in this Lender Assignment, relinquish
its rights and be released from its obligations under the Credit Agreement and
the other Loan Documents.
6. Upon such acceptance and recording by the Agent, from and after the
Effective Date, the Agent shall make all payments under the Credit Agreement and
the Notes in respect of the interest assigned hereby (including, without
limitation, all payments of principal, interest and commitment fees with respect
thereto) to the Assignee. The Assignor and Assignee shall make all appropriate
adjustments in payments under the Credit Agreement and the Notes for periods
prior to the Effective Date directly between themselves.
7. This Lender Assignment may be executed in any number of
counterparts and by different parties in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute but one and the same instrument.
8. This Lender Assignment shall be governed by, and construed in
accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Lender Assignment
to be executed by their respective officers thereunto duly authorized, as of the
date first above written, such execution being made on Schedule 1 hereto.
<PAGE>
SCHEDULE 1
to
LENDER ASSIGNMENT
Dated ,
----- ----
Section 1.
---------
Percentage Interest: %
Section 2.
---------
Assignee's Commitment: $
-----
Aggregate Outstanding Principal
Amount of A Advances owing to the Assignee: $
-----
An A Note payable to the order of the Assignee
Dated: ,
------ ----
Principal amount:
-----
An A Note payable to the order of the Assignor
Dated: ,
------ ----
Principal amount:
-----
<PAGE>
Section 3.
---------
Effective Date: ,
------ ----
[NAME OF ASSIGNOR]
By
---------------------------
Title:
[NAME OF ASSIGNEE]
By
---------------------------
Title:
Domestic Lending Office (and
address for notices):
[Address]
Eurodollar Lending Office:
[Address]
<PAGE>
Accepted this day of ,
---- ----------- ----
BANK ONE, NA, as Agent
By
--------------------------------
Name:
Title:
ALLIANT ENERGY CORPORATION
By
--------------------------------
Name:
Title:
