Mge Energy Inc Sample Contracts

MADISON GAS AND ELECTRIC COMPANY $40,000,000 3.76% Senior Notes, due January 15, 2052 NOTE PURCHASE AGREEMENT DATED NOVEMBER 29, 2016
Note Purchase Agreement • January 17th, 2017 • Mge Energy Inc • Electric, gas & sanitary services • New York
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CREDIT AGREEMENT DATED AS OF JULY 30, 2010 AMONG MGE ENERGY, INC., THE LENDERS, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, AND BANK OF AMERICA, N.A. AND U.S. BANK NATIONAL ASSOCIATION, AS SYNDICATION AGENTS, J.P. MORGAN SECURITIES INC. LEAD...
Credit Agreement • August 5th, 2010 • Mge Energy Inc • Electric, gas & sanitary services • Wisconsin

This Credit Agreement, dated as of July 30, 2010, is among MGE Energy, Inc., the Lenders and JPMorgan Chase Bank, N.A., a national banking association, as Administrative Agent. The parties hereto agree as follows:

SECOND AMENDMENT
Credit Agreement • August 5th, 2011 • Mge Energy Inc • Electric, gas & sanitary services

THIS SECOND AMENDMENT (this “Amendment”) dated as of August 1, 2011 amends the Credit Agreement dated as of July 30, 2010 (as amended, the “Credit Agreement”) among MADISON GAS AND ELECTRIC COMPANY (the “Borrower”), various financial institutions and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as defined therein.

PURCHASE AGREEMENT
Purchase Agreement • February 25th, 2010 • Mge Energy Inc • Electric, gas & sanitary services • Iowa

THIS ASSET PURCHASE AGREEMENT ("Agreement") made and entered into as of the 29 day of June, 2009, by and among Wellsburg Wind Energy LLC, an Iowa limited liability company ("Wellsburg" or "Seller"), Renewable Power Markets Access, Inc., a Delaware corporation ("RPMA"), and MAGAEL, LLC, a Wisconsin limited liability company or its assigns ("Buyer"). Each of Seller, RPMA and Buyer is sometimes referred to as a "party" and they are sometimes referred to collectively as the "parties." RPMA is a party to this Agreement for the sole and limited purpose of conveying the Interconnection Rights (defined in Section 1.2) to Buyer.

INCOME CONTINUATION AGREEMENT
Income Continuation Agreement • February 26th, 2009 • Mge Energy Inc • Electric, gas & sanitary services • Wisconsin

This Income Continuation Agreement (Agreement) is entered into as of the_____ day of __________ by and between Madison Gas and Electric Company, a Wisconsin corporation (MGE), and __________ (Employee), and shall be effective as of __________. This Agreement supersedes any and all previous Income Continuation Agreements entered into by and between the Employee and MGE, including but not limited to such agreement which was effective __________.

MGE GROUND SUBLEASE
Ground Sublease • November 8th, 2005 • Mge Energy Inc • Electric, gas & sanitary services • Wisconsin

This MGE Ground Sublease (the “MGE Sublease”) is made and effective as of the _______ day of _________, 2004, by and between MGE Power West Campus, LLC, a Wisconsin limited liability company (“Ground Lessee”), and Madison Gas and Electric Company (“MGE”).

GROUND LEASE
Ground Lease • November 8th, 2005 • Mge Energy Inc • Electric, gas & sanitary services • Wisconsin

This Ground Lease (the “Lease”) is made and effective as of the 1st day of July, 2002, by and between the Board of Regents of the University of Wisconsin System (“Lessor”) and MGE Power LLC, a Wisconsin limited liability company (“Lessee”).

To Operation and Maintenance Agreement Steam and Chilled Water Quality Standards
Operation and Maintenance Agreement • November 8th, 2005 • Mge Energy Inc • Electric, gas & sanitary services
Note Modification Agreement
Note Modification Agreement • November 8th, 2005 • Mge Energy Inc • Electric, gas & sanitary services

This agreement is dated as of August 18, 2005 (the "Agreement Date"), by and between MGE Energy, Inc. (the "Borrower") and JPMorgan Chase Bank, N.A. (the "Bank"). The provisions of this agreement are effective on the date that this agreement has been executed by all of the signers and delivered to the Bank (the "Effective Date").

FIRST AMENDMENT
Credit Agreement • September 2nd, 2009 • Mge Energy Inc • Electric, gas & sanitary services • Wisconsin

This First Amendment dated as of August 28, 2009 (this "Amendment") amends the Credit Agreement dated as of December 30, 2008 (the "Credit Agreement") among MGE Energy, Inc. (the "Borrower"), various lenders and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the "Administrative Agent"). Capitalized terms used but not defined herein have the meanings assigned to such terms in the Credit Agreement.

MGE Power Elm Road, LLC First Supplement to Note Purchase Agreement Dated as of February 28, 2011
Note Purchase Agreement • March 3rd, 2011 • Mge Energy Inc • Electric, gas & sanitary services • New York
JOINT OWNERSHIP AGREEMENT
Joint Ownership Agreement • November 8th, 2005 • Mge Energy Inc • Electric, gas & sanitary services • Wisconsin

THIS AGREEMENT (this “Agreement”) is made and entered into by and among MGE POWER WEST CAMPUS, LLC, a Wisconsin limited liability company (“MGE Power”), THE BOARD OF REGENTS OF THE UNIVERSITY OF WISCONSIN SYSTEM, an independent agency of the State of Wisconsin and a body corporate created pursuant to Chapter 36, Wis. Stats., that governs a system of institutions of learning, including the University of Wisconsin-Madison (the “University”), and the STATE OF WISCONSIN, by and through the Wisconsin Department of Administration for the benefit of the University (the “State”).

FORM OF DISTRIBUTION AGREEMENT]
Distribution Agreement • June 12th, 2003 • Mge Energy Inc • Electric, gas & sanitary services • New York

MGE Energy, Inc., a Wisconsin corporation (the “Company”), confirms its agreement with Banc One Capital Markets, Inc., as agent (“you” or the “Agent”) with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below, up to an aggregate of shares (the “Maximum Number of Shares”) of common stock, $1.00 par value per share (the “Common Stock”), of the Company. Such shares are hereinafter collectively referred to as the “Shares.” The Shares are described in the Prospectus referred to below.

DISTRIBUTION AGREEMENT
Distribution Agreement • August 18th, 2003 • Mge Energy Inc • Electric, gas & sanitary services • New York
November 2, 2001
Agreement and Plan of Share Exchange • November 2nd, 2001 • Mge Energy Inc

In connection with the proposed corporate restructuring pursuant to the Agreement and Plan of Share Exchange dated as of October 31, 2001 (the “Agreement”), between Madison Gas and Electric Company (“MG&E”) and MGE Energy, Inc. (the “Holding Company”), both of which are Wisconsin corporations, in which, among other things, the outstanding shares of common stock of MG&E will be exchanged for an equal number of shares of common stock, $1 par value per share, of the Holding Company (the “Shares”), we have examined:

MGE POWER ELM ROAD, LLC 5.04% Senior Secured Notes, Series A, due February 3, 2040 NOTE PURCHASE AGREEMENT Dated as of February 3, 2010
Note Purchase Agreement • February 9th, 2010 • Mge Energy Inc • Electric, gas & sanitary services • New York

MGE Power Elm Road, LLC, a limited liability company organized under the laws of the State of Wisconsin (the “Issuer”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

FORM OF INDENTURE]
Indenture • March 7th, 2003 • Mge Energy Inc • Electric, gas & sanitary services • New York

THIS INDENTURE, dated as of [ ], 2003, between MGE Energy, Inc., a corporation duly organized and existing under the laws of the State of Wisconsin (hereinafter sometimes called the “Company”), and Bank One Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (hereinafter called the “Trustee”).

This Document Was Prepared by: Terry Monson, 700 Walnut, Suite 1600, Des Moines, IA 50309 (515)-283-8024 When recorded, please return to: Terry Monson, 700 Walnut, Suite 1600, Des Moines, IA 50309
Substation and Transformer Shared Use Agreement and Easement Agreement • November 7th, 2006 • Mge Energy Inc • Electric, gas & sanitary services • Iowa

This is an agreement, dated as of September 29, 2006 (this "Agreement"), between Northern Iowa Windpower II, LLC, a Delaware limited liability company, its successors and assigns ("NIW H"), and Madison Gas and Electric Company, a Wisconsin corporation, its successors and assigns ("MGE") pertaining to shared ownership and shared use of an electrical substation identified below that is owned by Northern Iowa Windpower, LLC ("Northern") and NIW II, and currently serviced by Interstate Power and Light Company (a wholly owned subsidiary of Alliant Energy Corporation), a Delaware corporation, its successors and assigns ("WO. MGE and NIW II are sometimes referred to as the "parties."

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THIRD AMENDMENT
Credit Agreement • June 21st, 2013 • Mge Energy Inc • Electric, gas & sanitary services

THIS THIRD AMENDMENT (this “Amendment”) dated as of June 19, 2013, amends the Credit Agreement dated as of July 30, 2010, (as previously amended, the “Credit Agreement”) among MGE ENERGY, INC. (the “Borrower”), various financial institutions and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as defined therein.

MG&E Turbine Supply Agreement, Exhibit D.3.1
Turbine Supply Agreement • November 7th, 2006 • Mge Energy Inc • Electric, gas & sanitary services
FORM OF DISTRIBUTION AGREEMENT] MGE ENERGY, INC. MEDIUM-TERM NOTES DUE NOT LESS THAN NINE MONTHS FROM DATE OF ISSUE DISTRIBUTION AGREEMENT
Distribution Agreement • March 7th, 2003 • Mge Energy Inc • Electric, gas & sanitary services • New York

This Agreement provides both for the sale of Notes by the Company directly to purchasers, in which case the Agents will act as agents of the Company in soliciting Note purchases, and (as may from time to time be agreed to by the Company and the Agents) to the Agents as principal for resale to purchasers.

SEVERANCE AGREEMENT
Severance Agreement • February 26th, 2009 • Mge Energy Inc • Electric, gas & sanitary services • Wisconsin

THIS AGREEMENT is entered into as of the _____ day of _____________ by and between Madison Gas and Electric Company, a Wisconsin corporation (the "Company"), and (the "Employee"), and shall be effective as of ___________________. This Agreement supersedes any and all previous Severance Agreements entered into by and between the Employee and the Company, including but not limited to such agreement which was effective _________________ .

FORM OF UNDERWRITING AGREEMENT] MGE ENERGY, INC. ____________SHARES COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • March 7th, 2003 • Mge Energy Inc • Electric, gas & sanitary services • New York

MGE Energy, Inc., a Wisconsin corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (“Representatives”), ______shares of the common stock, $1 par value, of the Company (the “Firm Shares”).

Form of PERFORMANCE UNIT AWARD AGREEMENTS AMENDMENT
Performance Unit Award Agreement • April 21st, 2011 • Mge Energy Inc • Electric, gas & sanitary services

MGE Energy, Inc. (the “Company”) and _______________ (the “Participant”) desire to amend, effective as of__________, 2011, the outstanding Performance Unit Award Agreement or Agreements, as applicable, held by Participant as of such date and issued under the MGE Energy, Inc. 2006 Performance Unit Plan (each, an “Agreement”), in accordance with Section 9 of each such Agreement, in the following respects:

Note Modification Agreement
Note Modification Agreement • March 8th, 2006 • Mge Energy Inc • Electric, gas & sanitary services • Wisconsin

This agreement is dated as of December 16, 2005 (the "Agreement Date"), by and between Madison Gas & Electric Company (the "Borrower") and JPMorgan Chase Bank, N.A. (the "Bank"). The provisions of this agreement are effective on the date that this agreement has been executed by all of the signers and delivered to the Bank (the "Effective Date").

EXECUTION VERSION 1,300,000 Shares MGE ENERGY, INC. COMMON STOCK ($1.00 PAR VALUE PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • May 15th, 2020 • Mge Energy Inc • Electric, gas & sanitary services • New York

The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and BofA Securities, Inc. (“BofA Securities”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with MGE Energy, Inc., a Wisconsin corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and BofA Securities (the “Underwriters”), of shares (the “Shares”) of the common stock, $1.00 par value per share, of the Company (the “Common Stock”).

NEW COMMON FACILITIES OWNERSHIP AGREEMENT among ELM ROAD GENERATING STATION SUPERCRITICAL, LLC and MGE POWER ELM ROAD, LLC and WISCONSIN PUBLIC POWER INC. Dated as of December 17, 2004
Common Facilities Ownership Agreement • November 8th, 2005 • Mge Energy Inc • Electric, gas & sanitary services • Wisconsin
FORM OF TERMS AGREEMENT] MGE ENERGY, INC. Medium-Term Notes TERMS AGREEMENT
Terms Agreement • March 7th, 2003 • Mge Energy Inc • Electric, gas & sanitary services • New York

Stand-Off Period: The Company will not, without the prior written consent of the Agents, offer or sell, or enter into any agreement to offer or sell, any debt securities of the Company (other than the Notes and commercial paper in the ordinary course of business) until after the Settlement Date.

DISTRIBUTION AGREEMENT
Distribution Agreement • November 9th, 2006 • Mge Energy Inc • Electric, gas & sanitary services • New York

MGE Energy, Inc., a Wisconsin corporation (the “Company”), confirms its agreement with J.P. Morgan Securities Inc., as agent (“you” or “JPMS”) with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below, up to an aggregate of 1,500,000 shares (the “Maximum Number of Shares”) of common stock, $1.00 par value per share (the “Common Stock”), of the Company. Such 1,500,000 shares are hereinafter collectively referred to as the “Shares.” The Shares are described in the Prospectus referred to below.

OPERATION AND MAINTENANCE AGREEMENT
Operation and Maintenance Agreement • November 8th, 2005 • Mge Energy Inc • Electric, gas & sanitary services • Wisconsin

This Operation and Maintenance Agreement is made and entered into as of October 1, 2003, by and among the Board of Regents of the University of Wisconsin System (the “University”) and Madison Gas and Electric Company, a Wisconsin corporation, in its capacity as Operator (“Operator”) and in its capacity as lessee of a portion of the “Facility” under the “Facility Lease” all as defined below (“MGE”).

THIRD AMENDMENT
Credit Agreement • June 21st, 2013 • Mge Energy Inc • Electric, gas & sanitary services

THIS THIRD AMENDMENT (this "Amendment") dated as of June 19, 2013, amends the Credit Agreement dated as of July 30, 2010, (as previously amended, the "Credit Agreement") among MADISON GAS AND ELECTRIC COMPANY (the "Borrower"), various financial institutions and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the "Administrative Agent"). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as defined therein.

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