EXHIBIT 10.8
Note
Modification Agreement
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").
WHEREAS
, the Borrower executed
a Line of Credit Note as evidence of indebtedness in the original
face amount of Twenty Million and 00/100 Dollars
($20,000,000.00), dated November 28, 2005 owing by the Borrower to
the Bank, as same may have been amended or modified from time to
time (the "Note"), which Note has at all times been, and is now,
continuously and without interruption outstanding in favor of the
Bank; and,
WHEREAS
, the Borrower has
requested and the Bank has agreed that the Note be modified to the
limited extent as hereinafter set forth;
NOW
THEREFORE , in
mutual consideration of the agreements contained herein and for
other good and valuable consideration, the parties agree as
follows:
1. ACCURACY OF
RECITALS. The Borrower acknowledges the accuracy of the
Recitals stated above.
2. MODIFICATION OF
NOTE.
2.1 From and after the
Effective Date, the provision in the Note captioned
“Promise to Pay” is hereby amended as follows:
The sentence now reading “Notwithstanding any other
provision in this Note, the maximum principal amount under this
Note shall reduce to the following amount(s) on and after the
following date(s): Ten million and 00/100 Dollars
($10,000,000.00) on December 31, 2005. The Borrower shall, on
or before each such date, make such principal payments as are
needed to reduce the outstanding principal balance under this Note,
plus, if applicable, (i) the aggregate amount available to be drawn
under all outstanding letters of credit issued under any letter of
credit sub-limit provided for in any of the Related Documents and
(ii) the aggregate amount drawn and unreimbursed under letters of
credit issued under any such sub-limit, to an amount not exceeding
the applicable maximum principal amount.” is hereby deleted
in its entirety.
2.2 Each of the Related
Documents is modified to provide that it shall be a default or an
event of default thereunder if the Borrower shall fail to comply
with any of the covenants of the Borrower herein or if any
representation or warranty by the Borrower or by any guarantor
herein in any Related Documents is materially incomplete,
incorrect, or misleading as of the date hereof. As used in this
agreement, the "Related Documents" shall include the Note and all
loan agreements, credit agreements, reimbursement agreements,
security agreements, mortgages, deeds of trust, pledge agreements,
assignments, guaranties, or any other instrument or document
executed in connection with the Note or in connection with any
other obligations of the Borrower to the Bank.
2.3 Each reference in the
Related Documents to any of the Related Documents shall be a
reference to such document as modified herein.
3. RATIFICATION OF
RELATED DOCUMENTS AND COLLATERAL. The Related Documents are
ratified and reaffirmed by the Borrower and shall remain in full
force and effect as they may be modified herein. All real or
personal property described as security in the Related Documents
shall remain as security for the Note and the obligations of the
Borrower in the Related Documents.
4. BORROWER
REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants to the Bank that each of the following representations and
warranties made in the Note and Related Documents are true and will
remain true until maturity of the Note, termination of the other
Related Documents and payment and performance in full of all
liabilities, obligations and debt evidenced by the Note and other
Related Documents:
4.1 No default or event
of default under any of the Related Documents as modified hereby,
nor any event, that, with the giving of notice or the passage of
time or both, would be a default or an event of default under the
Related Documents as modified herein has occurred and is
continuing.
4.2 There has been no
material adverse change in the business,
