Exhibit
10.1
BANK
ONE
Line of Credit Note
$10,000,000.00
Due: March 29, 2005
Date: December 29, 2004
Promise to
Pay. On or before
March 29, 2005, for value received, Madison Gas and Electric
Company (the "Borrower") promises to pay to JPMorgan Chase Bank,
N.A., whose address is 111 E. Wisconsin Ave, Milwaukee, WI 53202
(the "Bank") or order, in lawful money of the United States of
America, the sum of Ten Million and 00/100 Dollars ($10,000,000.00)
or such lesser sum as is indicated on Bank records, plus interest
computed on the basis of the actual number of days elapsed in a
year of 360 days at "the Eurodollar Rate" (the "Note Rate") and at
the rate of 3.00% per annum above the Note Rate, at the Bank's
option, upon the occurrence of any default under this Note, whether
or not the Bank elects to accelerate the maturity of this Note,
from the date such increased rate is imposed by the
Bank.
"Applicable Margin" means 0.46%
per annum.
"Eurodollar Rate" means, with
respect to the relevant Interest Period, the sum of (i) the
Applicable Margin plus (ii) the quotient of (a) the Eurodollar Base
Rate applicable to such Interest Period, divided by (b) one minus
the Reserve Requirement (expressed as a decimal) applicable to such
Interest Period.
"Eurodollar Base Rate" means,
with respect to the relevant Interest Period, the applicable
British Bankers' Association LIBOR rate for deposits in U.S.
dollars as reported by any generally recognized financial
information service as of 11:00 a.m. (London time) two Eurodollar
Days prior to the first day of such Interest Period, and having a
maturity equal to such Interest Period, provided that, if
no such British Bankers' Association LIBOR rate is available to the
Bank, the applicable Eurodollar Base Rate for the relevant Interest
Period shall instead be the rate determined by the Bank to be the
rate at which JPMorgan Chase & Co. or one of its affiliate
banks offers to place deposits in U.S. dollars with first-class
banks in the London interbank market at approximately 11:00 a.m.
(London time) two Eurodollar Days prior to the first day of such
Interest Period, in the approximate amount of the principal amount
outstanding on such date and having a maturity equal to such
Interest Period.
"Interest Period" means each
consecutive one month period, the first of which shall commence on
the date of this Note, ending on the day which corresponds
numerically to such date one (1) month thereafter, provided,
however, that if there is no such numerically corresponding day in
such first succeeding month, such Interest Period shall end on the
last Eurodollar Day of such first succeeding month. If an Interest
Period would otherwise end on a day which is not a Eurodollar Day,
such Interest Period shall end on the next succeeding Eurodollar
Day, provided, however, that if said next succeeding Eurodollar Day
falls in a new calendar month, such Interest Period shall end on
the immediately preceding Eurodollar Day.
"Eurodollar Day" means a day
(other than a Saturday or Sunday) on which banks generally are open
in Wisconsin and/or New York for the conduct of substantially all
of their commercial lending activities and on which dealings in
United States dollars are carried on in the London interbank
market.
"Reserve Requirement" means, with
respect to an Interest Period, the maximum aggregate reserve
requirement (including all basic, supplemental, marginal and other
reserves) which is imposed under Regulation D.
"Regulation D" means Regulation D
of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor thereto or other
regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the
Federal Reserve System.
If any applicable domestic or
foreign law, treaty, rule or regulation now or later in effect
(whether or not it now applies to the Bank) or the interpretation
or administration thereof by a governmental authority charged with
such interpretation or administration, or compliance by the Bank
with any guideline, request or directive of such an authority
(whether or not having the force of law), shall make it unlawful or
impossible for the Bank to maintain or fund the advances evidenced
by this Note, then, upon notice to the Borrower by the Bank, the
outstanding principal amount, together with accrued interest and
any other amounts payable to the Bank under this Note or the
Related Documents shall be repaid (a) immediately upon the Bank's
demand if such change or compliance with such requests, in the
Bank's judgment, requires immediate repayment, or (b) at the
expiration of the last Interest Period to expire before the
effective date of any such change or request.
If the Bank determines that
quotations of interest rates for the relevant deposits referred to
in the definition of Eurodollar Rate are not being provided in the
relevant amounts or for the relevant maturities for purposes of
determining the interest rate as provided in this Note, then the
Bank shall forthwith give notice of such circumstances to the
Borrower, whereupon (i) the obligation of the Bank to make
advances evidenced by this Note shall be suspended until the Bank
notifies the Borrower that the circumstances giving rise to the
suspension no longer exists, and (ii) the Borrower shall repay
in full the then outstanding principal amount of each advance
evidenced by this Note, together with accrued interest, on the last
day of the then current Interest Period.
In no event shall the interest
rate exceed the maximum rate allowed by law. Any interest payment
that would for any reason be unlawful under applicable law shall be
applied to principal.
Interest will be computed on
unpaid principal balance from the date of each
borrowing.
Until maturity, the Borrower will
pay consecutive monthly installments of interest only commencing
January 29, 2005.
The Borrower will pay, without
setoff, deduction, or counterclaim, the Bank at the Bank's address
above or at such other place as the Bank may designate in writing.
If any payment of principal or interest on this Note shall become
due on a day that is not a Business Day, the payment will be made
on the next succeeding Business Day. The term "Business Day" in
this Note means a day other than a Saturday, Sunday or any other
day on which national banking associations are authorized to be
closed. Payments shall be allocated among principal, interest and
fees at the discretion of the Bank unless otherwise agreed or
required by applicable law. Acceptance by the Bank of any payment
that is less than the payment due at that time shall not constitute
a waiver of the Bank's right to receive payment in full at that
time or any other time.
Authorization for Direct
Payments (ACH Debits). To effectuate any payment due under this Note,
the Borrower hereby authorizes the Bank to initiate debit entries
to Account Number xxxxxxxxx at the Bank and to debit the same to
such account. This authorization to initiate debit entries shall
remain in full force and effect until the Bank has received written
notification of its termination in such time and in such manner as
to afford the Bank a reasonable opportunity to act on it. The
Borrower represents that the Borrower is and will be the owner of
all funds in such account. The Borrower acknowledges (1) that such
debit entries may cause an overdraft of such account which may
result in the Bank's refusal to honor items drawn on such account
until adequate deposits are made to such account; (2) that the Bank
is under no duty or obligation to initiate any debit entry for any
purpose; and (3) that if a debit is not made because the
above-referenced account does not have a sufficient available
balance, or otherwise, the payment may be late or past
due.
Business
Loan. The Borrower
acknowledges and agrees that this Note evidences a loan for a
business, commercial, agricultural or similar commercial enterprise
purpose, and that all advances made under this Note shall not be
used for any personal, family or household purpose.
Credit
Facility. The Bank
has approved a credit facility to the Borrower in a principal
amount not to exceed the face amount of this Note. The credit
facility is in the form of advances made from time to time by the
Bank to the Borrower. This Note evidences the Borrower's obligation
to repay those advances. The aggregate principal amount of debt
evidenced by this Note is the amount reflected from time to time in
the records of the Bank. Until the earliest of maturity, the
occurrence of any default, or the occurrence of any event that
would constitute a default but for the giving of notice or the
lapse of time or both until the end of any grace or cure period,
the Borrower may borrow, pay down and reborrow under this Note
subject to the terms of the Related Documents.
Liabilities. The term "Liabilities" in this Note means all
obligations, indebtedness and liabilities of the Borrower to any
one or more of the Bank, JPMorgan Chase & Co., and any of their
subsidiaries, affiliates or successors, now existing or later
arising, including, without limitation, all loans, advances,
interest, costs, overdraft indebtedness, credit card indebtedness,
lease obligations, or obligations relating to any Rate Management
Transaction, all monetary obligations incurred or accrued during
the pendency of any bankruptcy, insolvency, receivership or other
similar proceedings, regardless of whether allowed or allowable in
such proceeding, and all renewals, extensions, modifications,
consolidations or substitutions of any of the foregoing, whether
the Borrower may be liable jointly with others or individually
liable as a debtor, maker, co-maker, drawer, endorser, guarantor,
surety or otherwise, and whether voluntarily or involuntarily
incurred, due or not due, absolute or contingent, direct or
indirect, liquidated or unliquidated. The term "Rate Management
Transaction" in this Note means any transaction (including an
agreement with respect thereto) now existing or hereafter entered
into among the Borrower, the Bank or JPMorgan Chase & Co., or
any of its subsidiaries or affiliates or their successors, which is
a rate swap, basis swap, forward rate transaction, commodity swap,
commodity option, equity or equity index swap, equity or equity
index option, bond option, interest rate option, foreign exchange
transaction, cap transaction, floor transaction, collar
transaction, forward transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other
similar transaction (including any option with respect to any of
these transactions) or any combination thereof, whether linked to
one or more interest rates, foreign currencies, commodity prices,
equity prices or other financial measures.
Related
Documents. The term
"Related Documents" in this Note means 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 this Note or in connection with any of the
Liabilities.
Security.
The term "Collateral" in this Note
means all real or personal property described in all security
agreements, pledge agreements, mortgages, deeds of trust,
assignments, or other instruments now or hereafter executed in
connection with this Note or in connection with any of the
Liabilities. If applicable, the Collateral secures the payment of
this Note and the Liabilities.
Bank's Right of
Setoff. In addition
to the Collateral, if any, the Borrower grants to the Bank a
security interest in, and the Bank is authorized to setoff and
apply, all Accounts, Securities and Other Property, and Bank Debt
against any and all Liabilities of the Borrower. This right of
setoff may be exercised at any time and from time to time, and
without prior notice to the Borrower. This security interest and
right of setoff may be enforced or exercised by the Bank regardless
of whether or not the Bank has made any demand under this paragraph
or whether the Liabilities are contingent, matured, or unmatured.
Any delay, neglect or conduct by the Bank in exercising its rights
under this paragraph will not be a waiver of th
