AMENDED AND RESTATED ELECTRIC CAPACITY
AND ENERGY SALES AGREEMENT

|This Amended Agreement is made as of February 17, 2003, by and between Wisconsin Electric Power Company ("Buyer") and LSP-Whitewater, L.P.  ("Seller").                                                                                                         
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|WHEREAS, Buyer and Seller have entered into a Power Purchase Agreement ("PPA") Dated As Of December 31, 1993 and amended from time to time;                                                                                                                     
|WHEREAS, Buyer and Seller have entered into an Electric Capacity and Energy Sales Agreement ("Excess Energy Agreement") as of April 1, 2002;                                                                                                                    
|WHEREAS, Buyer and Seller desire to continue said Excess Energy Agreement consistent with the terms and conditions set forth herein;                                                                                                                            
|WHEREAS, Article 5.1(d)(i) of the PPA allows Seller to sell to a purchaser which may be someone other than Buyer,  capacity and related energy in excess of the Committed Capacity ("Excess Capacity" or "Excess Energy"), but no more than 12 megawatts ("MW");
|WHEREAS, Seller has capacity and related energy in excess of the Committed Capacity which Seller has offered to sell and Buyer agrees to buy such Excess Capacity and Excess Energy;                                                                            
|WHEREAS, Capitalized terms in this Agreement shall have the same meaning as set forth in the PPA;                                                                                                                                                               
|WHERE AS, this Amended Agreement is not an amendment to the PPA but a standalone agreement pursuant to Article 5.1 of the PPA.                                                                                                                                  
|NOW, THEREFORE, the Parties in consideration of their mutual promises, agree as follows:                                                                                                                                                                        
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