0000061339-06-000006 Sample Contracts

CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2005 AMONG MGE ENERGY, INC., THE LENDERS, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,
Credit Agreement • March 8th, 2006 • Madison Gas & Electric Co • Electric & other services combined • Wisconsin

This Agreement, dated as of December 21, 2005, is among MGE Energy, Inc., the Lenders and JPMorgan Chase Bank, N.A., a national banking association, as Administrative Agent, U.S. Bank National Association, as Syndication Agent, and Marshall & Ilsley Bank, as Managing Agent. The parties hereto agree as follows:

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ASSIGNMENT AND ASSUMPTION AGREEMENT THIS SPACE RESERVED FOR RECORDING DATA RETURN TO:
Assignment and Assumption Agreement • March 8th, 2006 • Madison Gas & Electric Co • Electric & other services combined

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of November 4, 2005 (this “Agreement”), between MGE POWER ELM ROAD, LLC, a Wisconsin limited liability company (the “Assignor”) and MADISON GAS AND ELECTRIC COMPANY, a Wisconsin corporation (the “Assignee”).

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