0001161728-06-000006 Sample Contracts

AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2005 AMONG MADISON GAS AND ELECTRIC COMPANY, THE LENDERS, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,
Credit Agreement • March 8th, 2006 • Mge Energy Inc • Electric, gas & sanitary services • Wisconsin

This Agreement, dated as of December 21, 2005, is among Madison Gas and Electric Company, 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 and Associated Bank, N.A., as Managing Agents. The parties hereto agree as follows:

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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").

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