Amendment to the First Amended and Restated Three year Credit Agreement



  
 Exhibit 10.2

  
 [EXECUTION VERSION] 
  
 AMENDMENT 
  
 This AMENDMENT, dated as of November 1, 2004 (this “Amendment”), is made to that
certain First Amended and Restated Three Year Credit Agreement, dated as of April 8, 2003 (the “Credit Agreement”), among JPMorgan Chase Bank, as administrative agent for the lenders party thereto (the
“Administrative Agent”), J.P. Morgan Securities Inc., as lead arranger and book manager, Citibank, N.A. and U.S. Bank National Association, as syndication agents, Credit Suisse First Boston, as documentation
agent (collectively, the “Agents”), and Wisconsin Energy Corporation, a Wisconsin corporation (the “Borrower”). 
  
 PRELIMINARY STATEMENT 
  
 The Borrower, the Lenders (as defined in the Credit Agreement) and the Agents previously entered into the Credit Agreement. The Borrower has requested
that the Required Lenders (as defined in the Credit Agreement) agree to the amendment of the Credit Agreement as set forth herein, and the Required Lenders have agreed to such request, subject to the terms and conditions of this Amendment.
Therefore, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 
  
 SECTION 1. Definitions. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Credit Agreement.

  
 SECTION 2. Amendments. Subject to the
fulfillment of the conditions set forth in Section 3, the Credit Agreement is hereby amended as follows: 
  
 (a) Section 1.1 of the Credit Agreement is hereby amended to include the following definition: 
  
 ““Environmental Trust Bonds” has the meaning
assigned to such term in Section 196.027 of the Wisconsin Statutes or any successor thereto.” 
  
 (b) The last sentence of Section 7.2(a) of the Credit Agreement is hereby deleted. 
  
 (c) The second sentence of Section 7.2(b) of the Credit Agreement is hereby deleted. 
  
 (d) A new subsection (c) shall be added to Section 7.2 and shall read as
follows: 
  
 “(c) In making calculations required by
subsections (a) and (b), the following shall be excluded: (i) Indebtedness incurred by the Borrower or any Subsidiary in connection with the issuance of Environmental Trust Bonds, as well as accrued interest thereon, and (ii) variable interest
entities whose financial statements are consolidated with those of the Borrower and its Subsidiaries solely because of Financial Accounting Standards Board Interpretation 46R, Consolidation of Variable Interest Entities (revised December
2003).” 
  









 (e) The following is hereby added to Section 8.3 of the Credit Agreement, immediately preceding the
“.” at the end thereof: 
  
 “; provided that any
sale of “environmental control property” (as defined in Section 196.027(1)(h) of the Wisconsin Statutes) in connection with the issuance of Environmental Trust Bonds shall be excluded from the calculation of the foregoing covenant.”

  
 SECTION 3. Conditions of Effectiveness. Section
2 of this Amendment shall become effective, as of the date hereof, on the date (the “Amendment Date”) when each of the following conditions shall have been fulfilled: 
  
 (i) the Borrower and the Required Lenders shall have
executed and delivered to the Administrative Agent a counterpart of this Amendment; 
  
 (ii) the representations and warranties set forth in Section 4 of this Amendment shall be true and correct on and as of the Amendment Date
and the Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower to such effect, dated the Amendment Date and in sufficient copies for each Lender; 
  
 (iii) the Borrower shall have paid all costs, expenses and
fees of the Administrative Agent (including fees and expenses of counsel to the Administrative Agent) incurred in connection with this Amendment. 
  
 SECTION 4. Representations and Warranties. The Borrower represents and warrants that (i) the representations and warranties contained in
Article VI of the Credit Agreement (with each reference therein to “this Agreement”, “hereunder” and words of like import referring to the Credit Agreement being deemed to be a reference to this Amendment and the Credit Agreement
as amended hereby) are true and correct on and as of the Amendment Date as though made on and as of such date, and (ii) no event has occurred and is continuing, or would result from the execution and delivery of this Amendment, that constitutes a
Default or an Event of Default under the Credit Agreement. 
  
 SECTION 5. Effect on the Credit Agreement. Except as specifically provided above, the Credit Agreement shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. The execution, delivery
and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

  
 SECTION 6. Costs, Expenses and Taxes. The
Borrower agrees to pay on demand all costs and expenses of the Agent in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto, and all reasonable costs and expenses (including, without limitation, counsel fees and expenses), if any, in connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) of this Amendment or such other instruments and documents. In 

  

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addition, the Borrower agrees to pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of
this Amendment and the other instruments and documents to be delivered hereunder, and agrees to hold the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes.

  
 SECTION 7. Execution in Counterparts. This
Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one
and the same instrument. 
  
 SECTION 8. Governing
Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of the New York. 
  
 [Signature pages to follow] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective
authorized officers as of the day and year first above written. 
  

			
	WISCONSIN ENERGY CORPORATION
		
	By	 	/s/    DENNIS MASTRICOLA        
	 Name:
	 	Dennis Mastricola
	 Title:
	 	Assistant Treasurer


  

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	CREDIT SUISSE FIRST BOSTON, ACTING THROUGH CAYMAN ISLANDS BRANCH
		
	By	 	/s/    JAMES MORAN        
	 Name:
	 	James Moran
	 Title:
	 	Director
		
	By	 	/s/    DENISE ALVAREZ        
	 Name:
	 	Denise Alvarez
	 Title:
	 	Associate


  

 Signature Page to Amendment 









			
	THE BANK OF NEW YORK
		
	By	 	/s/    CYNTHIA D.
HOWELLS        
	 Name:
	 	Cynthia D. Howells
	 Title:
	 	Vice President


  

 Signature Page to Amendment 









			
	MORGAN STANLEY BANK
		
	By	 	/s/    DANIEL TWENGE        
	 Name:
	 	Daniel Twenge
	 Title:
	 	Vice President


  

 Signature Page to Amendment 









			
	CITIBANK, N.A.
		
	By	 	/s/    DHAYA RANGANATHAN        
	 Name:
	 	Dhaya Ranganathan
	 Title:
	 	Director


  

 Signature Page to Amendment 









			
	LaSalle Bank, National Association
		
	By	 	/s/    DENIS J. CAMPBELL,
IV        
	 Name:
	 	Denis J. Campbell, IV
	 Title:
	 	Senior Vice President
		
	By	 	/s/    MATTHEW D.
RODGERS        
	 Name:
	 	Matthew D. Rodgers
	 Title:
	 	Assistant Vice President


  

 Signature Page to Amendment 









			
	 JPMORGAN CHASE BANK,
 as Agent and
Lender

		
	By	 	/s/    MICHAEL J.
DEFORGE        
	 Name:
	 	Michael J. DeForge
	 Title:
	 	Vice President


  

 Signature Page to Amendment 









			
	M&I MARSHALL & ILSLEY BANK
		
	By	 	/s/    LEO D. FREEMAN        
	 	 	Leo D. Freeman
	 	 	Vice President
		
	By	 	/s/    JAMES R. MILLER        
	 	 	James R. Miller
	 	 	Vice President


  

 Signature Page to Amendment 









			
	WACHOVIA BANK, NATIONAL ASSOCIATION
		
	By	 	/s/    LAWRENCE P.
SULLIVAN        
	 Name:
	 	Lawrence P. Sullivan
	 Title:
	 	Director


  

 Signature Page to Amendment 









			
	U.S. BANK NATIONAL ASSOCIATION
		
	By	 	/s/    SANDRA J. HARTAY        
	 Name:
	 	Sandra J. Hartay
	 Title:
	 	Vice President


  

 Signature Page to Amendment 









			
	The Northern Trust Company
		
	By	 	/s/    KATHLEEN D.
SCHURR        
	 Name:
	 	Kathleen D. Schurr
	 Title:
	 	Vice President


  

 Signature Page to Amendment 









			
	 THE BANK OF TOKYO-MITSUBISHI, LTD.,
 CHICAGO
BRANCH

		
	By	 	/s/    SHINICHIRO
MUNECHIKA        
	 Name:
	 	Shinichiro Munechika
	 Title:
	 	Deputy General Manager


  

 Signature Page to Amendment 









			
	BNP Paribas
		
	By	 	/s/    FRANCIS DE
LANEY        
	 Name:
	 	Francis De Laney
	 Title:
	 	Managing Director
		
	By	 	/s/    MARK RENAUD        
	 Name:
	 	Mark Renaud
	 Title:
	 	Managing Director


  

 Signature Page to Amendment 









			
	MERRILL LYNCH BANK USA
		
	By	 	/s/    LOUIS ALDER        
	 Name:
	 	Louis Alder
	 Title:
	 	Director


  

 Signature Page to Amendment 









			
	SOCIETE GENERALE
		
	By	 	/s/    WAYNE HOSANG        
	 Name:
	 	Wayne Hosang
	 Title:
	 	Vice President


  

 Signature Page to Amendment 









			
	KBC BANK NV
		
	By	 	/s/    ROBERT SNAUFFER        
	 Name:
	 	Robert Snauffer
	 Title:
	 	First Vice President
		
	By	 	/s/    ERIC RASKIN        
	 Name:
	 	Eric Raskin
	 Title:
	 	Vice President


  

 Signature Page to Amendment