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Exhibit 10.1
August 29, 2008
Madison Gas and Electric Company
133 S. Blair St.
Madison, WI 53701
Attention: Vice President and Treasurer
Ladies and Gentlemen:
JPMorgan Chase Bank, N.A. (the " Bank ") is pleased to
advise Madison Gas and Electric Company (the " Borrower ")
that the Bank has approved a committed credit facility in an amount
not exceeding $20,000,000 (such amount, as reduced from time to
time pursuant hereto, the " Commitment Amount "). The
facility shall be available on the terms and conditions set forth
below.
1.
DEFINITIONS AND INTERPRETATION .
1.1
Definitions . In addition to the terms defined in
the introductory paragraph, (a) capitalized terms used but not
defined herein have the respective meanings set forth in the
Syndicated Agreement (as defined below), mutatis mutandis ,
and (b) the following terms have the following meanings:
" Agreement " means this C redit
Agreement as amended or otherwise modified from time to time.
" Base Rate Loan " means a Loan that bears interest based
on the Alternate Base Rate.
" Commitment " means the commitment of the Bank to make
Loans hereunder.
" Default " means any event described in
Section 7.1 .
" Dollar " and the " $ " sign each mean lawful
currency of the United States of America.
" Eurodollar Loan " means a Loan that bears interest
based upon the Eurodollar Rate.
" Interest Payment Date " means (a) for any Eurodollar
Loan, the last day of each Interest Period therefor and, if any
such Interest Period is longer than three months, the three-month
anniversary of the first day of such Interest Period, (b) for any
Base Rate Loan, the last day of each calendar quarter and (c) for
any Loan, (i) any date on which such Loan is converted, prepaid or
repaid and (ii) after the maturity of such Loan, any date on which
demand is made by the Bank.
" Interest Period " means, for any Eurodollar Loan, the
period commencing on the borrowing date therefor or the date such
Loan was converted to a Eurodollar Loan or continued as a
Eurodollar Loan for a new Interest Period and ending on the date
one, two, three or six months thereafter (or such other period as
the Borrower and the Bank may agree) as the Borrower shall specify
pursuant to Section 2.2 or 2.3 ; provided that
(i) no Interest Period shall extend beyond the scheduled
Termination Date; and (ii) the length of any Interest Period shall
be subject to the proviso in the second sentence of the definition
of "Interest Period" in the Syndicated
Agreement and the entire third sentence of such definition.
" Loan " - see Section 2.1 .
" Syndicated Agreement " means the Amended and Restated
Credit Agreement dated as of December 21, 2005 among the Borrower,
various financial institutions and the Bank, as administrative
agent, as such agreement is in effect on the date hereof, without
giving effect to (a) any subsequent amendment thereof or waiver or
consent thereunder unless the Bank is a signatory, or otherwise
consents, thereto or (b) any termination thereof. Wherever a
portion of the Syndicated Agreement is incorporated herein by
reference, each reference in such incorporated provision to the
"Administrative Agent," a "Lender," the "Required Lenders" or any
similar term shall be deemed to be a reference to the Bank.
" Termination Date " means the earliest to occur of (a)
March 31, 2009, (b)
the date on which the Commitment Amount is reduced to zero pursuant
to Section 2.4 or (c) the date on which all obligations of
the Borrower hereunder become due and payable pursuant to
Section 7.2 .
" Unmatured Default " means an
event that (unless
cured or waived) would, with the lapse of
time or the giving of
notice , or both
, constitute a
Default.
1.2
Interpretation . Unless otherwise specified herein,
(a) references herein to a Section shall mean a Section
hereof; and (b) the word "including" and derivatives thereof shall
be deemed to be followed by the words "without limitation".
2.
THE CREDIT.
2.1
Availability . The Bank agrees to make loans (each
a " Loan " and collectively the " Loans ") in Dollars
to the Borrower from time to time before the Termination Date;
provided that the outstanding principal amount of all Loans
shall not at any time exceed the Commitment Amount.
2.2
Loan Procedures . Each Loan shall be made on prior
written notice from the Borrower received by the Bank not later
than 1:00 p.m. (New
York time) (a) in the case of a Eurodollar Loan, three Business
Days prior to the requested date of such Loan and (b) in the case
of a Base Rate Loan, on the requested date of such Loan. Each
such notice shall be substantially in the form of Exhibit A
(with appropriate insertions). Each Loan shall be in the
amount of $1,000,000 or a higher integral multiple of $500,000.
The Bank will make such funds available to the Borrower by
crediting an account designated in writing by the Borrower from
time to time.
2.3
Conversion/Continuation Procedures . The Borrower
may from time to time convert any Base Rate Loan to a Eurodollar
Loan (in whole or in part), or vice versa, or on the last day of
the Interest Period for any Eurodollar Loan continue such
Eurodollar Loan (in whole or in part) for a new Interest Period, by
prior written notice from the Borrower received by the Bank not
later than 1:00 p.m. (New York time) on (a) in the case of conversion to or
continuation of a Eurodollar Loan, three Business Days prior to the
requested date of such conversion or continuation, and (b) in the
case of conversion to a Base Rate Loan, the requested date of such
conversion; provided that (i) after giving effect to any
such conversion or continuation, each outstanding Eurodollar Loan
shall be in the amount of $1,000,000 or a higher integral multiple
of $500,000; (ii) any conversion of a Eurodollar Loan on a day
other than the last day of an Interest Period therefor shall be
subject to Section 3.3 ; and (iii) if the Borrower does not
timely specify a new Interest Period for a Eurodollar Loan (and
such Loan is not paid in full on the last day of the relevant
Interest Period), such Loan shall convert to a Base Rate Loan on
the last day of the Interest Period therefor. Each notice of
conversion or continuation of a Loan shall be substantially in the
form of Exhibit B (with appropriate insertions).
2.4
Reduction of the Commitment Amount . The Borrower
may from time to time, upon two Business Days’ notice to the
Bank (which notice shall be irrevocable), reduce the Commitment
Amount to an amount that is not less than the outstanding principal
amount of the Loans. Any such reduction shall be in the
amount of $5,000,000 or an integral multiple thereof.
2.5
Repayment of Loans . The Borrower shall repay all
outstanding Loans on the Termination Date.
2.6
Prepayments . The Borrower may from time to time
prepay any Loan in whole or in part; provided that (a) the
Borrower shall notify the Bank of such prepayment not later than
1:00 p.m. (New York time) (i) two Business Days prior to the date
of such prepayment, in the case of a Eurodollar Loan, and (ii) on
the prepayment date, in the case of a Base Rate Loan; and (b) any
partial prepayment of a Loan shall be in the amount of (and, after
giving effect thereto all Loans shall be in an amount equal to)
$1,000,000 or a higher integral multiple of $500,000. Any
prepayment of a Loan shall be made on a Business Day and shall be
subject to the provisions of Section 3.3 .
2.7
Interest . The unpaid principal amount of each Loan
shall bear interest at a rate per annum equal to (a) at any time
such Loan is a Eurodollar Loan, the Eurodollar Rate for each
applicable Interest Period plus 0.40%; and (b) at any time
such Loan is a Base Rate Loan, the Base Rate as in effect from time
to time; provided that during the existence of a Default,
the Bank may, upon notice to the Borrower, require the Borrower to
pay interest (i) on the unpaid principal amount of each Loan at a
rate that is 2% per annum above the rate otherwise applicable
thereto, and (ii) to the fullest extent permitted by law, on the
amount of any interest, fee or other amount payable hereunder that
is not paid when due, for each day during the period from the date
such amount becomes due until such amount is paid in full, at a
rate per annum equal to the sum of (A) at the Base Rate as in
effect from time to time plus (B) 2.00%, in each case
payable on demand.
2.8
Non-Use Fee . The Borrower agrees to pay the Bank,
for the period beginning on the date hereof and continuing to the
Termination Date, a non-use fee of 0.125% per annum on the unused
Commitment Amount as in effect from time to time. Such fee
shall be payable in arrears on the last day of each calendar
quarter and on the Termination Date.
2.9
Computation of Interest and Fees . All computations
of interest and fees shall be made on the basis of a year of 360
days; provided that any computation of interest when the
Base Rate is based upon the Bank’s prime rate shall be made
on the basis of a year of 365 or, if applicable, 366 days.
Each determination of an interest rate by the Bank shall be
conclusive and binding on the Borrower in the absence of manifest
error.
2.10
Payments . All payments to the Bank shall be made
in immediately available funds, without setoff, counterclaim or
other deduction, at its principal office in Chicago, Illinois (or
at such other office as the Bank may reasonably specify) not later
than 1:00 p.m. (New York time) on the date due (and funds received
after that hour shall be deemed received on the next Business Day).
Whenever any payment hereunder shall be stated to be due on a
day other than a Business Day, such payment shall be made on the
immediately following Business Day; provided that, with
respect to any payment to be made on a Eurodollar Loan, if the
immediately following Business Day is the first Business Day of a
calendar month, such payment shall be made on the immediately
preceding Business Day.
2.11
Taxes . The Borrower agrees to pay, or to reimburse
the Bank for, all Taxes on the same basis as, and subject to the
limitations and requirements of, the terms of Section 3.5 of the
Syndicated Agreement as if such Section were set forth in full
herein, mutatis mutandis .
2.12
Limitation on Interest Periods . Notwithstanding
any provision of Section 2.2 or 2.3 , not more than
five Interest Periods shall be in effect at any time.
3.
INCREASED COSTS; ADDITIONAL PROVISIONS RELATING TO EURODOLLAR
LOANS.
3.1
Increased Costs . The Borrower agrees to reimburse
the Bank for any increase in the cost to the Bank of, or any
reduction in the amount of any sum receivable by the Bank in
respect of, making or maintaining any Loan as described in Section
3.1 of the Syndicated Agreement, and for any increased capital
costs of the type described in Section 3.2 of the Syndicated
Agreement, in each case as if the relevant Section were set forth
in full herein, mutatis mutandis .
3.2
Changes in Law Rendering Eurodollar Loans Unlawful .
If the Bank makes any determination of the type described in
Section 3.3 of the Syndicated Agreement, then, so long as the
circumstances giving rise to such determination shall continue, (a)
no Loans shall be made or continued as Eurodollar Loans (and each
outstanding Loan shall (i) cease to bear interest based on the
Eurodollar Rate on the date that the Bank specifies to the Borrower
is required as a result of such determination and (ii)
automatically convert to a Base Rate Loan on such date) and (b)
except to the extent (and for so long as) any Loan may continue to
bear interest at the Eurodollar Rate (or the provisions of
Section 2.7 apply), all Loans shall bear interest at the
Base Rate as in effect from time to time.
3.3
Funding Losses . The Borrower will indemnify the
Bank upon demand against any loss, cost or expense that the Bank
may sustain or incur as a consequence of (a) any failure of the
Borrower to borrow or continue a Loan on a date specified therefor
in a notice thereof or (b) any payment (including any payment
upon
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