AMENDMENT NO. 2
This AMENDMENT NO. 2, dated as of June 27, 2003 (this "Amendment"), is made to that certain Credit
Agreement, dated as of October 11, 2002 (as amended by the Amendment, dated as of December 5, 2002,
among Alliant Energy Corporation (the "Borrower"), the lenders party thereto (the "Lenders") and Bank One,
NA, as agent (the "Agent"), the "Credit Agreement"), among the Borrower, the Lenders and the Agent.
The Borrower, the Lenders and the Agent previously entered into the Credit Agreement. The Borrower has
requested that the Lenders agree to the amendments to the Credit Agreement as set forth herein, and the
Majority 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.
(a) Section 5.02(a) of the Credit Agreement is amended by (i) deleting the word "and" from clause (xi) of such
Section, (ii) replacing the heading "(xii)" in clause (xii) of such Section with the heading "(xiii)" and
(iii) inserting the following new clause (xii) immediately following clause (xi) of such Section:
(xii) Liens on funds held in escrow to defease outstanding HEARTS bonds in connection with the sale of
Heartland Properties, Inc.; provided that the funds deposited into escrow do not exceed $42,000,000 in the
(b) Section 5.02(f) of the Credit Agreement is hereby amended by (i) deleting the "and" immediately before
clause (vi) of Section 5.02(f) of the Credit Agreement and (ii) adding the following at the end of such clause, "and
(vii) sales of Equity Interests of Whiting Petroleum Corporation in connection with the issuance of Equity Interests
by Whiting Petroleum Corporation;".
(c) Section 5.02