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”).
FORM OF DISTRIBUTION AGREEMENT] MGE ENERGY, INC. MEDIUM-TERM NOTES DUE NOT LESS THAN NINE MONTHS FROM DATE OF ISSUE DISTRIBUTION AGREEMENTDistribution 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.
FORM OF UNDERWRITING AGREEMENT] MGE ENERGY, INC. ____________SHARES COMMON STOCK UNDERWRITING AGREEMENTUnderwriting 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 TERMS AGREEMENT] MGE ENERGY, INC. Medium-Term Notes TERMS AGREEMENTTerms 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.
FORM OF INTEREST CALCULATION AGENCY AGREEMENT] INTEREST CALCULATION AGENCY AGREEMENTInterest Calculation Agency Agreement • March 7th, 2003 • Mge Energy Inc • Electric, gas & sanitary services • New York
