Line of Credit Note
Date: August 1, 2007
Promise to Pay. On or before March 31, 2008, for value received, Madison Gas and Electric Company (the "Borrower") promises to
pay to JPMorgan Chase Bank, N.A., whose address is 111 E. Wisconsin Ave, Milwaukee, WI 53202 (the "Bank") or order, in lawful
money of the United States of America, the sum of Twenty Million and 00/100 Dollars ($20,000,000.00) or such lesser sum as is
indicated on Bank records, plus interest computed on the basis of the actual number of days elapsed in a year of 360 days at "the
Adjusted LIBOR Rate" (the "Note Rate") and at the rate of 3.00% per annum above the Note Rate, at the Bank's option, upon the
occurrence of any default under this Note, whether or not the Bank elects to accelerate the maturity of this Note, from the date such
increased rate is imposed by the Bank.
Definitions. As used in this Note, the following terms have the following respective meanings:
“Adjusted LIBOR Rate” means, with respect to the relevant Interest Period, the sum of (i) the Applicable Margin plus (ii) the
quotient of (a) the LIBOR Rate applicable to such Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a
decimal) applicable to such Interest Period.
"Applicable Margin" means 0.40% per annum.
“Business Day” means a day (other than a Saturday or Sunday) on which banks generally are open in Wisconsin and/or New York
for the conduct of substantially all of their commercial lending activities and on which dealings in United States dollars are carried on
in the London interbank market.
"Interest Period" means each consecutive one month period, the first of which shall commence on the date of this Note, ending on
the day which corresponds numerically to such date one (1) month thereafter, provided, however, that if there is no such numerically
corresponding day in such first succeeding month, such Interest Period shall end on the last Eurodollar Day of such first succeeding
month. If a