EXHIBIT 10.1
As of March 31, 2009
Madison Gas and Electric
Company
133 S. Blair St.
Madison, WI 53703
Attention:
Vice President, Chief Financial
Officer,
Secretary and Treasurer
Re: First Amendment to Credit
Agreement
Ladies and
Gentlemen:
Please refer to the
Credit Agreement dated as of August 29, 2008 (the " Credit
Agreement ") between Madison Gas and Electric Company (the "
Borrower ") and JPMorgan Chase Bank, N.A. (the " Bank
"). Capitalized terms used but not defined herein have the
respective meanings set forth in the Credit Agreement.
The Borrower and the Bank agree that,
effective on March 31, 2009, the Credit Agreement shall be amended
as set forth in paragraphs 1 through 4 below:
1. The following definition of
Alternate Base Rate is inserted in Section 1.1:
"Alternate Base Rate" means, for any day,
a rate of interest per annum equal to the highest of (i) the Prime
Rate for such day, (ii) the sum of the Federal Funds Effective Rate
for such day plus 0.5% per annum and (iii) the Eurodollar Base Rate
that would be applicable for an Interest Period of one month
beginning on such day (or if such day is not a Business Day, the
immediately preceding Business Day) plus 1.0%.
2. The definition of Termination
Date is amended by deleting the date "March 31, 2009" therein and
substituting "March 30, 2010" therefor.
3. Section 2.7 is amended in its
entirety to read as follows:
Section 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 1.50%; and (b) at any time such Loan
is
