**Exhibit 10.1****CREDIT AGREEMENT****DATED AS OF JULY 14, 2004****AMONG**

**MADISON GAS AND ELECTRIC COMPANY,****THE LENDERS,**

**BANK ONE, NA,****AS ADMINISTRATIVE AGENT,**

**U.S. BANK NATIONAL ASSOCIATION,****AS SYNDICATION AGENT,**

**MARSHALL & ILSLEY BANK****AND****ASSOCIATED BANK, N.A.,****AS MANAGING AGENTS**

**AND**

**BANC ONE CAPITAL MARKETS, INC.****AS LEAD ARRANGER AND SOLE BOOK RUNNER**

**ARTICLE I****DEFINITIONS**

**ARTICLE II****THE CREDITS**

2.1. The Facility 102.2. Advances 112.3. Method of Borrowing 122.4. Upfront Fee; Facility Fee; Utilization Fee; Reductions in Aggregate Commitment 122.5. Minimum Amount of Each Advance 122.6. Optional Principal Payments 122.7. Changes in Interest Rate, etc 132.8. Rates Applicable After Default 132.9. Method of Payment 132.10. Noteless Agreement; Evidence of Indebtedness 132.11. Telephonic Notices 142.12. Interest Payment Dates; Interest and Fee Basis 142.13. Notification of Advances, Interest Rates, Prepayments and Commitment Reductions 152.14. Lending Installations 152.15. Non-Receipt of Funds by the Administrative Agent 152.16. Extension of Facility Termination Date 15

**ARTICLE III****YIELD PROTECTION; TAXES**

3.1. Yield Protection 163.2. Changes in Capital Adequacy Regulations 173.3. Availability of Types of Advances 173.4. Funding Indemnification 173.5. Taxes 183.6. Lender Statements; Survival of Indemnity 19

**ARTICLE IV****CONDITIONS PRECEDENT**

4.1. Initial Advance 204.2. Each Advance 21

**ARTICLE V****REPRESENTATIONS AND WARRANTIES**

5.1. Existence and Standing 225.2. Authorization and Validity 225.3. No Conflict; Government Consent 225.4. Financial Statements 225.5. Material Adverse Change 235.6. Taxes 235.7. Litigation and Contingent Obligations 235.8. Subsidiaries 235.9. ERISA 235.10. Accuracy of Information 235.11. Regulation U 245.12. Material Agreements 245.13. Compliance With Laws 245.14. Ownership of Properties 245.15. Plan Assets; Prohibited Transactions 245.16. Environmental Matters 245.17. Investment Company Act 255.18. Public Utility Holding Company Act 255.19. Insurance 255.20. Regulatory Approval 25

**ARTICLE VI****COVENANTS**

6.1. Financial Reporting 256.2. Litigation 266.3. Use of Proceeds 266.4. Notice of Default 276.5. Conduct of Business 276.6. Taxes 276.7. Insurance 276.8. Compliance with Laws 276.9. Maintenance of Properties 276.10. Inspection 276.11. Merger 286.12. Sale of Assets 286.13. Liens 286.14. Affiliates 306.15. Financial Covenant 30

**ARTICLE VII****DEFAULTS**

**ARTICLE VIII****ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES**

8.1. Acceleration 328.2. Amendments 328.3. Preservation of Rights 33

**ARTICLE IX****GENERAL PROVISIONS**

9.1. Survival of Representations 339.2. Governmental Regulation 339.3. Headings 339.4. Entire Agreement 339.5. Several Obligations; Benefits of this Agreement 349.6. Expenses; Indemnification 349.7. Numbers of Documents 349.8. Accounting 359.9. Severability of Provisions 359.10. Nonliability of Lenders 359.11. Confidentiality 359.12. Nonreliance 369.13. Disclosure 36

**ARTICLE X****THE ADMINISTRATIVE AGENT**

10.1. Appointment; Nature of Relationship 3610.2. Powers 3610.3. General Immunity 3610.4. No Responsibility for Loans, Recitals, etc 3710.5. Action on Instructions of Lenders 3710.6. Employment of Administrative Agents and Counsel 3710.7. Reliance on Documents; Counsel 3710.8. Administrative Agent's Reimbursement and Indemnification 3710.9. Notice of Default 3810.10. Rights as a Lender 3810.11. Lender Credit Decision 3810.12. Successor Administrative Agent 3910.13. Administrative Agent and Arranger Fees 4010.14. Delegation to Affiliates 40

**ARTICLE XI****SETOFF; RATABLE PAYMENTS**

11.1. Setoff 4011.2. Ratable Payments 40

**ARTICLE XII****BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS**

12.1. Successors and Assigns 4012.2. Participations 4112.3. Assignments 4212.4. Dissemination of Information 4312.5. Tax Treatment 43

**ARTICLE XIII****NOTICES**

13.1. Notices 4313.3. Change of Address 44

**ARTICLE XIV****COUNTERPARTS; EFFECTIVENESS; TERMINATION OF EXISTING AGREEMENT**

**ARTICLE XV****CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL**

15.1. CHOICE OF LAW 4415.2. WAIVER OF JURY TRIAL 44

**SCHEDULES**

Pricing ScheduleSchedule I Existing Credit Agreements

**EXHIBITS**

EXHIBIT A Form of Opinion of Borrower's CounselEXHIBIT B Form of Compliance CertificateEXHIBIT C Form of AssignmentEXHIBIT D Form of Written Money Transfer InstructionsEXHIBIT E Form of Note

**CREDIT AGREEMENT**

This Agreement, dated as of July 14, 2004, is among Madison Gas and Electric Company, theLenders, and Bank One, NA, a national banking association having its principal office inChicago, Illinois, as Administrative Agent, U.S. Bank National Association, as SyndicationAgent, and Marshall & Ilsley Bank and Associated Bank, N.A., as Managing Agents. The partieshereto agree as follows:

**ARTICLE I****DEFINITIONS**

As used in this Agreement:

"Administrative Agent" means Bank One in its capacity as contractual representative of theLenders pursuant to Article X, and not in its individual capacity as a Lender, and any successorAdministrative Agent appointed pursuant to Article X.

"Advance" means a borrowing hereunder (i) made by the Lenders on the same Borrowing Date,or (ii) converted or continued by the Lenders on the same date of conversion or continuation,consisting, in either case, of the aggregate amount of the several Loans of the same Type and, inthe case of Eurodollar Loans, for the same Interest Period.

"Affiliate" of any Person means any other Person directly or indirectly controlling, controlled byor under common control with such Person. 

"Aggregate Commitment" means the aggregate of the Commitments of all the Lenders, in theinitial aggregate amount of $45,000,000 as reduced from time to time pursuant to the termshereof.

"Agreement" means this credit agreement, as it may be amended or modified and in effect fromtime to time.

"Agreement Accounting Principles" means generally accepted accounting principles as in effectfrom time to time, applied in a manner consistent with that used in preparing the financialstatements referred to in Section 5.4.

"Alternate Base Rate" means, for any day, a rate of interest per annum equal to the higher of (i)the Prime Rate for such day and (ii) the sum of the Federal Funds Effective Rate for such dayplus 1/2% per annum.

"Applicable Fee Rate" means, at any time, the percentage rate per annum at which Facility Feesare accruing on the Aggregate Commitment (without regard to usage) at such time as set forth inthe Pricing Schedule.

"Applicable Margin" means, with respect to Advances of any Type at any time, the percentagerate per annum which is applicable at such time with respect to Advances of such Type as setforth in the Pricing Schedule.

"Arranger" means Banc One Capital Markets, Inc., a Delaware corporation, and its successors, inits capacity as Lead Arranger and Sole Book Runner.

"Article" means an article of this Agreement unless another document is specifically referenced.

"Authorized Officer" means any of the Chairman, President, Chief Financial Officer, Treasureror an Assistant Treasurer of the Borrower, acting singly.

"Bank One" means Bank One, NA, a national banking association having its principal office inChicago, Illinois, in its individual capacity, and its successors.

"Bankruptcy Code" means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101 et seq.).

"Borrower" means Madison Gas and Electric Company, a Wisconsin corporation, and itssuccessors and assigns.

"Borrowing Date" means a date on which an Advance is made hereunder.

"Borrowing Notice" is defined in Section 2.2.3.

"Business Day" means (i) with respect to any borrowing, payment or rate selection of EurodollarAdvances, a day (other than a Saturday or Sunday) on which banks generally are open in Chicagoand New York for the conduct of substantially all of their commercial lending activities,interbank wire transfers can be made on the Fedwire system and dealings in United States dollarsare carried on in the London interbank market and (ii) for all other purposes, a day (other than aSaturday or Sunday) on which banks generally are open in Chicago for the conduct ofsubstantially all of their commercial lending activities and interbank wire transfers can be madeon the Fedwire system.

"Capitalized Lease" of a Person means any lease of Property by such Person as lessee whichwould be capitalized on a balance sheet of such Person prepared in accordance with AgreementAccounting Principles.

"Capitalized Lease Obligations" of a Person means the amount of the obligations of such Personunder Capitalized Leases which would be shown as a liability on a balance sheet of such Personprepared in accordance with Agreement Accounting Principles.

"Cash Equivalent Investments" means (i) short-term obligations of, or fully guaranteed by, theUnited States of America, (ii) commercial paper rated A-1 or better by S&P or P-1 or better byMoody's, (iii) demand deposit accounts maintained in the ordinary course of business, and (iv)certificates of deposit issued by and time deposits with commercial banks (whether domestic orforeign) having capital and surplus in excess of $100,000,000; provided in each case that thesame provides for payment of both principal and interest (and not principal alone or interestalone) and is not subject to any contingency regarding the payment of principal or interest.

"CERCLA" means the Comprehensive Environmental Response, Compensation and LiabilityAct of 1980, as amended from time to time.

"CERCLIS" means the Comprehensive Environmental Response Compensation LiabilityInformation System List, as amended from time to time.

"Change in Control" means the acquisition by any Person, or two or more Persons acting inconcert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities andExchange Commission under the Securities Exchange Act of 1934) of 30% or more of theoutstanding shares of voting stock of the Borrower.

"Code" means the Internal Revenue Code of 1986, as amended, reformed or otherwise modifiedfrom time to time.

"Commitment" means, for each Lender, the obligation of such Lender to make Loans notexceeding the amount set forth opposite its signature below, as it may be modified as a result ofany assignment that has become effective pursuant to Section 12.3.2 or as otherwise modifiedfrom time to time pursuant to the terms hereof.

"Consolidated Indebtedness" means at any time the Indebtedness of the Borrower and itsSubsidiaries calculated on a consolidated basis as of such time.

"Consolidated Net Worth" means at any time the consolidated stockholder's equity of theBorrower and its Subsidiaries calculated on a consolidated basis as of such time.

"Consolidated Total Capitalization" means at any time the sum of Consolidated Indebtedness andConsolidated Net Worth, each calculated at such time.

"Contingent Obligation" of a Person means any agreement, undertaking or arrangement by whichsuch Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds forthe payment of, or otherwise becomes or is contingently liable upon, the Indebtedness of anyother Person, or agrees to maintain the net worth or working capital or other financial conditionof any other Person, or otherwise assures any creditor of such other Person against loss,including, without limitation, any comfort letter, operating agreement, take-or-pay contract or theobligations of any such Person as general partner of a partnership with respect to the liabilities ofthe partnership.

"Controlled Group" means all members of a controlled group of corporations or other businessentities and all members of a controlled group of trades or businesses (whether or notincorporated) under common control which, together with the Borrower, are treated as a singleemployer under Section 414 of the Code or Section 4001 of ERISA.

"Conversion/Continuation Notice" is defined in Section 2.2.4.

"Default" means an event described in Article VII.

"Environmental Laws" means any and all federal, state, local and foreign statutes, laws, judicialdecisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits,concessions, grants, franchises, licenses, agreements and other governmental restrictions relatingto (i) the protection of the environment, (ii) the effect of the environment on human health, (iii)emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastesinto surface water, ground water or land, or (iv) the manufacture, processing, distribution, use,treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardoussubstances or wastes or the clean-up or other remediation thereof.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from timeto time, and any rule or regulation issued thereunder.

"Eurodollar Advance" means an Advance which bears interest at a Eurodollar Rate requested bythe Borrower pursuant to Section 2.2.

"Eurodollar Base Rate" means, with respect to a Eurodollar Advance for the relevant InterestPeriod, the applicable British Bankers' Association Interest Settlement Rate for deposits in U.S.dollars appearing on Reuters Screen FRBD as of 11:00 a.m. (London time) two Business Daysprior to the first day of such Interest Period, and having a maturity equal to such Interest Period,provided that, (i) if Reuters Screen FRBD is not available to the Administrative Agent for anyreason, the applicable Eurodollar Base Rate for the relevant Interest Period shall instead be theapplicable British Bankers' Association Interest Settlement Rate for deposits in U.S. dollars asreported by any other generally recognized financial information service as of 11:00 a.m.(London time) two Business Days prior to the first day of such Interest Period, and having amaturity equal to such Interest Period, and (ii) if no such British Bankers' Association InterestSettlement Rate is available to the Administrative Agent, the applicable Eurodollar Base Rate forthe relevant Interest Period shall instead be the rate determined by the Administrative Agent to bethe rate at which Bank One or one of its Affiliate banks offers to place deposits in U.S. dollarswith first-class banks in the London interbank market at approximately 11:00 a.m. (London time)two Business Days prior to the first day of such Interest Period, in the approximate amount ofBank One's relevant Eurodollar Loan and having a maturity equal to such Interest Period.

"Eurodollar Loan" means a Loan which bears interest at a Eurodollar Rate requested by theBorrower pursuant to Section 2.2.

"Eurodollar Rate" means, with respect to a Eurodollar Advance for the relevant Interest Period,the sum of (i) 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 suchInterest Period, plus (ii) the Applicable Margin.

"Excluded Taxes" means, in the case of each Lender or applicable Lending Installation and theAdministrative Agent, taxes imposed on its overall net income, and franchise taxes imposed onit, by (i) the jurisdiction under the laws of which such Lender or the Administrative Agent isincorporated or organized or (ii) the jurisdiction in which the Administrative Agent's or suchLender's principal executive office or such Lender's applicable Lending Installation is located.

"Exhibit" refers to an exhibit to this Agreement, unless another document is specificallyreferenced.

"Existing Credit Agreements" means the existing bilateral credit agreements of the Borrowerlisted on Schedule I attached hereto.

"Extension Request" is defined in Section 2.16.

"Facility Termination Date" means July 14, 2007 or any later date as may be specified as theFacility Termination Date in accordance with Section 2.16 or any earlier date on which theAggregate Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.

"Federal Funds Effective Rate" means, for any day, an interest rate per annum equal to theweighted average of the rates on overnight Federal funds transactions with members of theFederal Reserve System arranged by Federal funds brokers on such day, as published for suchday (or, if such day is not a Business Day, for the immediately preceding Business Day) by theFederal Reserve Bank of New York, or, if such rate is not so published for any day which is aBusiness Day, the average of the quotations at approximately 10:00 a.m. (Chicago time) on suchday on such transactions received by the Administrative Agent from three Federal funds brokersof recognized standing selected by the Administrative Agent in its sole discretion.

"Floating Rate" means, for any day, a rate per annum equal to the Alternate Base Rate for suchday, in each case changing when and as the Alternate Base Rate changes.

"Floating Rate Advance" means an Advance which, except as otherwise provided in Section 2.8,bears interest at the Floating Rate.

"Floating Rate Loan" means a Loan which, except as otherwise provided in Section 2.8, bearsinterest at the Floating Rate.

"Fund" means any Person (other than a natural person) that is (or will be) engaged in making,purchasing, holding or otherwise investing in commercial loans and similar extensions of creditin the ordinary course of its business.

"GAAP" means generally accepted accounting principles as in effect from time to time in theUnited States, applied in a manner consistent with that used in preparing the financial statementsreferred to in Section 5.4.

"Indebtedness" of a Person means, without duplication, such Person's (i) obligations forborrowed money, (ii) obligations representing the deferred purchase price of Property or services(other than accounts payable arising in the ordinary course of such Person's business payable onterms customary in the trade), (iii) obligations for borrowed money or for the deferred purchaseprice of Property or services, whether or not assumed, secured by Liens or payable out of theproceeds or production from Property now or hereafter owned or acquired by such Person, (iv)obligations which are evidenced by notes, acceptances, or other instruments, (v) obligations ofsuch Person to purchase securities or other Property arising out of or in connection with the saleof the same or substantially similar securities or Property, (vi) Capitalized Lease Obligations,(vii) any other obligation for borrowed money or other financial accommodation which inaccordance with Agreement Accounting Principles would be shown as a liability on theconsolidated balance sheet of such Person, (viii) Contingent Obligations in respect of any type ofobligation described in any of the other clauses of this definition, (ix) obligations in respect ofLetters of Credit (other than obligations in respect of Letters of Credit supporting timelyconstruction payments under a generation/transmission agreement with American TransmissionCompany, LLC or under similar agreements with American Transmission Company, LLC orother parties), (x) obligations in respect of Sale and Leaseback Transactions and (xi) Off-BalanceSheet Liabilities.

"Interest Period" means, with respect to a Eurodollar Advance, a period of one, two, three or sixmonths commencing on a Business Day selected by the Borrower pursuant to this Agreement.Such Interest Period shall end on the day which corresponds numerically to such date one, two,three or six months thereafter, provided, however, that if there is no such numericallycorresponding day in such next, second, third or sixth succeeding month, such Interest Periodshall end on the last Business Day of such next, second, third or sixth succeeding month. If aInterest Period would otherwise end on a day which is not a Business Day, such Interest Periodshall end on the next succeeding Business Day, provided, however, that if said next succeedingBusiness Day falls in a new calendar month, such Interest Period shall end on the immediatelypreceding Business Day.

"Lenders" means the lending institutions listed on the signature pages of this Agreement and theirrespective successors and assigns.

"Lending Installation" means, with respect to a Lender or the Administrative Agent, the office,branch, subsidiary or affiliate of such Lender or the Administrative Agent listed on the signaturepages hereof or on a Schedule or otherwise selected by such Lender or the Administrative Agentpursuant to Section 2.14.

"Letter of Credit" of a Person means a letter of credit or similar instrument which is issued uponthe application of such Person or upon which such Person is an account party or for which suchPerson is in any way liable.

"Lien" means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, depositarrangement, encumbrance or preference, priority or other security agreement or preferentialarrangement of any kind or nature whatsoever (including, without limitation, the interest of avendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).

"Loan" means, with respect to a Lender, such Lender's loan made pursuant to Article II (or, in thecase of a loan made pursuant to Section 2.2, any conversion or continuation thereof).

"Loan Documents" means this Agreement and any Notes issued pursuant to Section 2.10.

"Material Adverse Effect" means a material adverse effect on the business, condition (financialor otherwise), operations, performance or properties of the Borrower and its Subsidiaries, takenas a whole, on the ability of the Borrower to perform its obligations under this Agreement, or onthe validity or enforceability of this Agreement.

"Moody's" means Moody's Investors Service, Inc.

"Multiemployer Plan" means a Plan maintained pursuant to a collective bargaining agreement orany other arrangement to which the Borrower or any member of the Controlled Group is a partyto which more than one employer is obligated to make contributions.

"Non-U.S. Lender" is defined in Section 3.5(iv).

"Note" means any promissory note issued at the request of a Lender pursuant to Section 2.10 toevidence its Loans in the form of Exhibit E hereto.

"Obligations" means all unpaid principal of and accrued and unpaid interest on the Loans, allaccrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations ofthe Borrower to the Lenders or to any Lender, the Administrative Agent or any indemnified partyarising under the Loan Documents.

"Off-Balance Sheet Liability" of a Person means (i) any repurchase obligation or liability of suchPerson with respect to accounts or notes receivable sold by such Person, (ii) any liability underany Sale and Leaseback Transaction which is not a Capitalized Lease, (iii) any liability under anyso-called "synthetic lease" transaction entered into by such Person, or (iv) any obligation arisingwith respect to any other transaction which is the functional equivalent of or takes the place ofborrowing but which does not constitute a liability on the balance sheets of such Person, butexcluding from this clause (iv) Operating Leases.

"Operating Lease" of a Person means any lease of Property (other than a Capitalized Lease) bysuch Person as lessee which has an original term (including any required renewals and anyrenewals effective at the option of the lessor) of one year or more.

"Operating Lease Obligations" means, as at any date of determination, the amount obtained byaggregating the present values, determined in the case of each particular Operating Lease byapplying a discount rate (which discount rate shall equal the discount rate which would beapplied under Agreement Accounting Principles if such Operating Lease were a CapitalizedLease) from the date on which each fixed lease payment is due under such Operating Lease tosuch date of determination, of all fixed lease payments due under all Operating Leases of theBorrower and its Subsidiaries.

"Other Taxes" is defined in Section 3.5(ii).

"Participants" is defined in Section 12.2.1.

"Payment Date" means the last day of each month.

"PBGC" means the Pension Benefit Guaranty Corporation, or any successor thereto.

"Pension Plan" means a "pension plan", as such term is defined in section 3(2) of ERISA, whichis subject to Title IV of ERISA, and to which the Borrower or any corporation, trade or businessthat is, along with the Borrower, a member of a Controlled Group, may have liability, includingany liability by reason of having been a substantial employer within the meaning of section 4063of ERISA at any time during the preceding five years, or by reason of being deemed to be acontributing sponsor under section 4069 of ERISA.

"Person" means any natural person, corporation, firm, joint venture, partnership, limited liabilitycompany, association, enterprise, trust or other entity or organization, or any government orpolitical subdivision or any agency, department or instrumentality thereof.

"Pricing Schedule" means the Schedule attached hereto identified as such.

"Prime Rate" means a rate per annum equal to the prime rate of interest announced from time totime by Bank One or its parent (which is not necessarily the lowest rate charged to anycustomer), changing when and as said prime rate changes.

"Principal Subsidiary" means any Subsidiary (i) which together with its Subsidiaries has assetshaving an aggregate book value exceeding 10% of the consolidated assets of the Borrower and itsSubsidiaries, or (ii) which together with its Subsidiaries had net income in excess of 10% of theconsolidated net income of the Borrower and its Subsidiaries for the most recently ended periodof four fiscal quarters.

"Property" of a Person means any and all property, whether real, personal, tangible, intangible, ormixed, of such Person, or other assets owned, leased or operated by such Person.

"Purchasers" is defined in Section 12.3.1.

"Regulation D" means Regulation D of the Board of Governors of the Federal Reserve System asfrom time to time in effect and any successor thereto or other regulation or official interpretationof said Board of Governors relating to reserve requirements applicable to member banks of theFederal Reserve System.

"Regulation U" means Regulation U of the Board of Governors of the Federal Reserve System asfrom time to time in effect and any successor or other regulation or official interpretation of saidBoard of Governors relating to the extension of credit by banks for the purpose of purchasing orcarrying margin stocks applicable to member banks of the Federal Reserve System.

"Reportable Event" means a reportable event as defined in Section 4043 of ERISA and theregulations issued under such section, with respect to a Plan, excluding, however, such events asto which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that itbe notified within 30 days of the occurrence of such event, provided, however, that a failure tomeet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISAshall be a Reportable Event regardless of the issuance of any such waiver of the noticerequirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.

"Reports" is defined in Section 9.6.

"Required Lenders" means Lenders in the aggregate having at least 66-2/3% of the AggregateCommitment or, if the Aggregate Commitment has been terminated, Lenders in the aggregateholding at least 66-2/3% of the aggregate unpaid principal amount of the outstanding Advances.

"Reserve Requirement" means, with respect to an Interest Period, the maximum aggregatereserve requirement (including all basic, supplemental, marginal and other reserves) which isimposed under Regulation D on Eurocurrency liabilities.

"Resource Conservation and Recovery Act" means the Resource Conservation and Recovery Act,42 U.S.C. Section 690, et seq., as amended from time to time.

"Response Date" is defined in Section 2.16.

"S&P" means Standard and Poor's Ratings Services, a division of The McGraw Hill Companies,Inc.

"Sale and Leaseback Transaction" means any sale or other transfer of Property by any Personwith the intent to lease such Property as lessee.

"Schedule" refers to a specific schedule to this Agreement, unless another document isspecifically referenced.

"SEC" means the Securities and Exchange Commission.

"Section" means a numbered section of this Agreement, unless another document is specificallyreferenced.

"Single Employer Plan" means a Plan maintained by the Borrower or any member of theControlled Group for employees of the Borrower or any member of the Controlled Group.

"Subsidiary" of a Person means (i) any corporation more than 50% of the outstanding securitieshaving ordinary voting power of which shall at the time be owned or controlled, directly orindirectly, by such Person or by one or more of its Subsidiaries or by such Person and one ormore of its Subsidiaries, or (ii) any partnership, limited liability company, association, jointventure or similar business organization more than 50% of the ownership interests havingordinary voting power of which shall at the time be so owned or controlled. Unless otherwiseexpressly provided, all references herein to a "Subsidiary" shall mean a Subsidiary of theBorrower.

"Substantial Portion" means, with respect to the Property of the Borrower and its Subsidiaries,Property which represents more than 10% of the consolidated assets of the Borrower and itsSubsidiaries or property which is responsible for more than 10% of the consolidated net sales orof the consolidated net income of the Borrower and its Subsidiaries, in each case, as would beshown in the consolidated financial statements of the Borrower and its Subsidiaries as at thebeginning of the twelve-month period ending with the month in which such determination ismade (or if financial statements have not been delivered hereunder for that month which beginsthe twelve-month period, then the financial statements delivered hereunder for the quarter endingimmediately prior to that month).

"Taxes" means any and all present or future taxes, duties, levies, imposts, deductions, charges orwithholdings, and any and all liabilities with respect to the foregoing, but excluding ExcludedTaxes and Other Taxes.

"Transferee" is defined in Section 12.4.

"Type" means, with respect to any Advance, its nature as a Floating Rate Advance or aEurodollar Advance.

"Unmatured Default" means an event which but for the lapse of time or the giving of notice, orboth, would constitute a Default.

"Welfare Plan" means a "welfare plan", as such term is defined in section 3(1) of ERISA.

"Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of the outstanding votingsecurities of which shall at the time be owned or controlled, directly or indirectly, by such Personor one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or moreWholly-Owned Subsidiaries of such Person, or (ii) any partnership, limited liability company,association, joint venture or similar business organization 100% of the ownership interestshaving ordinary voting power of which shall at the time be so owned or controlled.

The foregoing definitions shall be equally applicable to both the singular and plural forms of thedefined terms.

**ARTICLE II****THE CREDITS**

2.1 The Facility. 

2.1.1. Description of Facility. The Lenders grant to the Borrower a revolving credit facilitypursuant to which, and upon the terms and subject to the conditions herein set forth, each Lenderseverally agrees to make Loans to the Borrower in accordance with Section 2.2. 

2.1.2. Amount of Facility. In no event may the aggregate principal amount of all outstandingAdvances exceed the Aggregate Commitment. 

2.1.3. Availability of Facility. Subject to the terms of this Agreement, the facility is availablefrom the date hereof to the Facility Termination Date, and the Borrower may borrow, repay andreborrow at any time prior to the Facility Termination Date. The Commitments to lend hereundershall expire on the Facility Termination Date. 

2.1.4. Mandatory Prepayment. The Borrower shall pay or prepay for the ratable account of theLenders the aggregate principal amount outstanding hereunder such that, for a period of at leastone day during any 364-day period, the principal amount outstanding hereunder shall be zero. 

2.1.5. Repayment of Facility. Any outstanding Advances and all other unpaid Obligations shallbe paid in full by the Borrower on the Facility Termination Date. 

2.2 Advances. 

2.2.1. Advances. Each Advance hereunder shall consist of Loans made from the several Lendersratably in proportion to the ratio that their respective Commitments bear to the AggregateCommitment. 

2.2.2. Types of Advances. The Advances may be Floating Rate Advances or EurodollarAdvances, or a combination thereof, selected by the Borrower in accordance with Section 2.2.3. 

2.2.3. Method of Selecting Types and Interest Periods for Advances. The Borrower shall selectthe Type of Advance and, in the case of each Eurodollar Advance, the Interest Period applicablethereto, from time to time. The Borrower shall give the Administrative Agent irrevocable notice(a "Borrowing Notice") not later than 10:00 a.m. (Chicago time) on the Borrowing Date of eachFloating Rate Advance and at least three Business Days before the Borrowing Date for eachEurodollar Advance. A Borrowing Notice shall specify: 

(i) the Borrowing Date, which shall be a Business Day, of such Advance, 

(ii) the aggregate amount of such Advance, 

(iii) the Type of Advance selected, and 

(iv) in the case of each Eurodollar Advance, the Interest Period applicable thereto (which may notend after the Facility Termination Date). 

2.2.4. Conversion and Continuation of Outstanding Advances. Floating Rate Advances shallcontinue as Floating Rate Advances unless and until such Floating Rate Advances are eitherconverted into Eurodollar Advances in accordance with this Section 2.2.4 or are repaid inaccordance with Section 2.7. Each Eurodollar Advance shall continue as a Eurodollar Advanceuntil the end of the then applicable Interest Period therefor, at which time such EurodollarAdvance shall be automatically converted into a Floating Rate Advance unless (x) suchEurodollar Advance is or was repaid in accordance with Section 2.6 or (y) the Borrower shallhave given the Administrative Agent a Conversion/Continuation Notice (as defined below)requesting that, at the end of such Interest Period, such Eurodollar Advance continue as aEurodollar Advance for the same or another Interest Period. Subject to the terms of Section 2.5,the Borrower may elect from time to time to convert all or any part of a Floating Rate Advanceinto a Eurodollar Advance. The Borrower shall give the Administrative Agent irrevocable notice(a "Conversion/Continuation Notice") of each conversion of a Floating Rate Advance into aEurodollar Advance, or continuation of a Eurodollar Advance, not later than 10:00 a.m. (Chicagotime) at least three Business Days prior to the date of the requested conversion or continuation,specifying: 

(i) the requested date, which shall be a Business Day, of such conversion or continuation, 

(ii) the aggregate amount and Type of the Advance which is to be converted or continued, and 

(iii) the amount of such Advance(s) which is to be converted or continued as a EurodollarAdvance and the duration of the Interest Period applicable thereto. 

2.3. Method of Borrowing. Not later than noon (Chicago time) on each Borrowing Date, eachLender shall make available its Loan or Loans in funds immediately available in Chicago to theAdministrative Agent at its address specified pursuant to Article XIII. The Administrative Agentwill make the funds so received from the Lenders available to the Borrower at the AdministrativeAgent's aforesaid address. 

2.4. Upfront Fee; Facility Fee; Utilization Fee; Reductions in Aggregate Commitment. TheBorrower agrees to pay to the Administrative Agent for the account of each Lender on the datehereof an upfront fee equal to 0.10% of such Lender's Commitment. The Borrower agrees to payto the Administrative Agent for the account of each Lender a facility fee at a per annum rateequal to the Applicable Fee Rate on the average daily amount of such Lender's Commitment(whether used or unused) from the date hereof to and including the Facility Termination Date,payable on the last day of each calendar quarter hereafter and on the Facility Termination Date.The Borrower agrees to pay to the Administrative Agent for the account of each Lender autilization fee of 0.15% per annum on the outstanding principal amount of such Lender's Loansfor each day on which the aggregate outstanding amount of the Loans of all Lenders exceeds50% of the Aggregate Commitment, payable on the last day of each calendar quarter hereafterand on the Facility Termination Date. The Borrower may permanently reduce the AggregateCommitment in whole, or in part ratably among the Lenders in an amount equal to $5,000,000 oran integral multiple of $1,000,000 in excess of $5,000,000 upon at least three Business Days'written notice to the Administrative Agent, which notice shall specify the amount of any suchreduction, provided, however, that the amount of the Aggregate Commitment may not be reducedbelow the aggregate principal amount of the outstanding Advances. All accrued facility fees andutilization fees shall be payable on the effective date of any termination of the obligations of theLenders to make Loans hereunder. 

2.5. Minimum Amount of Each Advance. Each Eurodollar Advance shall be in the minimumamount of $1,000,000 (and in multiples of $500,000 if in excess thereof), and each Floating RateAdvance shall be in the minimum amount of (i) $1,000,000 (and in multiples of $500,000 if inexcess thereof) or (ii) the amount of then outstanding commercial paper being repaid with theproceeds of such Floating Rate Advance, provided, however, that any Floating Rate Advancemay be in the amount of the unused Aggregate Commitment. The Borrower shall not request aEurodollar Advance if, after giving effect to the requested Eurodollar Advance, more than fiveseparate Eurodollar Advances would be outstanding. 

2.6. Optional Principal Payments. The Borrower may from time to time pay on any BusinessDay, without penalty or premium, all outstanding Floating Rate Advances, or, in a minimumaggregate amount of $1,000,000 or any integral multiple of $500,000 in excess thereof, anyportion of the outstanding Floating Rate Advances upon notice to the Administrative Agent (notlater than 10:00 a.m. (Chicago time) on the proposed day of payment. The Borrower may fromtime to time pay, subject to the payment of any funding indemnification amounts required bySection 3.4 but without penalty or premium, all outstanding Eurodollar Advances or, in aminimum aggregate amount of $1,000,000 or any integral multiple of $500,000 in excess thereof,any portion of the outstanding Eurodollar Advances upon three Business Days' prior notice to theAdministrative Agent. 

2.7. Changes in Interest Rate, etc. Each Floating Rate Advance shall bear interest on theoutstanding principal amount thereof, for each day from and including the date such Advance ismade or is converted from a Eurodollar Advance into a Floating Rate Advance pursuant toSection 2.2.4 to but excluding the date it becomes due or is converted into a Eurodollar Advancepursuant to Section 2.2.4 hereof, at a rate per annum equal to the Floating Rate for such day.Changes in the rate of interest on that portion of any Advance maintained as a Floating RateAdvance will take effect simultaneously with each change in the Alternate Base Rate. EachEurodollar Advance shall bear interest on the outstanding principal amount thereof from andincluding the first day of the Interest Period applicable thereto to (but not including) the last dayof such Interest Period at the interest rate determined as applicable to such Eurodollar Advance.No Interest Period may end after the Facility Termination Date. 

2.8. Rates Applicable After Default. Notwithstanding anything to the contrary contained inSection 2.2.3 or Section 2.2.4, during the continuance of a Default or Unmatured Default theRequired Lenders may, at their option, by notice to the Borrower (which notice may be revokedat the option of the Required Lenders notwithstanding any provision of Section 8.2 requiringunanimous consent of the Lenders to changes in interest rates), declare that no Advance may bemade as, converted into or continued as a Eurodollar Advance. During the continuance of aDefault the Required Lenders may, at their option, by notice to the Borrower (which notice maybe revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2requiring unanimous consent of the Lenders to changes in interest rates), declare that (i) eachEurodollar Advance shall bear interest for the remainder of the applicable Interest Period at therate otherwise applicable to such Interest Period plus 2% per annum and (ii) each Floating RateAdvance shall bear interest at a rate per annum equal to the Floating Rate otherwise applicable tothe Floating Rate Advance plus 2% per annum, provided that, during the continuance of aDefault under Section 7.7 or 7.8, the interest rates set forth in clauses (i) and (ii) above shall beapplicable to all Advances without any election or action on the part of the Administrative Agentor any Lender. 

2.9. Method of Payment. All payments of the Obligations hereunder shall be made, withoutsetoff, deduction, or counterclaim, in immediately available funds to the Administrative Agent atthe Administrative Agent's address specified pursuant to Article XIII, or at any other LendingInstallation of the Administrative Agent specified in writing by the Administrative Agent to theBorrower, by noon (local time) on the date when due and shall be applied ratably by theAdministrative Agent among the Lenders. Each payment delivered to the Administrative Agentfor the account of any Lender shall be delivered promptly by the Administrative Agent to suchLender in the same type of funds that the Administrative Agent received at its address specifiedpursuant to Article XIII or at any Lending Installation specified in a notice received by theAdministrative Agent from such Lender. The Administrative Agent is hereby authorized tocharge the account of the Borrower maintained with Bank One for each payment of principal,interest and fees as it becomes due hereunder. 

2.10. Noteless Agreement; Evidence of Indebtedness. (i) Each Lender shall maintain inaccordance with its usual practice an account or accounts evidencing the indebtedness of theBorrower to such Lender resulting from each Loan made by such Lender from time to time,including the amounts of principal and interest payable and paid to such Lender from time totime hereunder. 

(ii) The Administrative Agent shall also maintain accounts in which it will record (a) the amountof each Loan made hereunder, the Type thereof and the Interest Period with respect thereto, (b)the amount of any principal or interest due and payable or to become due and payable from theBorrower to each Lender hereunder and (c) the amount of any sum received by theAdministrative Agent hereunder from the Borrower and each Lender's share thereof. 

(iii) The entries maintained in the accounts maintained pursuant to paragraphs (i) and (ii) aboveshall be prima facie evidence of the existence and amounts of the Obligations therein recorded;provided, however, that the failure of the Administrative Agent or any Lender to maintain suchaccounts or any error therein shall not in any manner affect the obligation of the Borrower torepay the Obligations in accordance with their terms. 

(iv) Any Lender may request that its Loans be evidenced by Notes. In such event, the Borrowershall prepare, execute and deliver to such Lender a Note payable to the order of such Lender.Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (includingafter any assignment pursuant to Section 12.3) be represented by a Note payable to the order ofthe payee named therein or any assignee pursuant to Section 12.3, except to the extent that anysuch Lender or assignee subsequently returns any such Note for cancellation and requests thatsuch Loans once again be evidenced as described in paragraphs (i) and (ii) above. 

2.11. Telephonic Notices. The Borrower hereby authorizes the Lenders and the AdministrativeAgent to extend, convert or continue Advances, effect selections of Types of Advances, and totransfer funds based on telephonic notices made by any person or persons the AdministrativeAgent or any Lender in good faith believes to be acting on behalf of the Borrower, it beingunderstood that the foregoing authorization is specifically intended to allow Borrowing Noticesand Conversion/Continuation Notices to be given telephonically. The Borrower agrees to deliverpromptly to the Administrative Agent a written confirmation, if such confirmation is requestedby the Administrative Agent or any Lender, of each telephonic notice signed by an AuthorizedOfficer. If the written confirmation differs in any material respect from the action taken by theAdministrative Agent and the Lenders, the records of the Administrative Agent and the Lendersshall govern absent manifest error. 

2.12. Interest Payment Dates; Interest and Fee Basis. Interest accrued on each Floating RateAdvance shall be payable on each Payment Date, commencing with the first such date to occurafter the date hereof, on any date on which the Floating Rate Advance is prepaid, whether due toacceleration or otherwise, and at maturity. Interest accrued on that portion of the outstandingprincipal amount of any Floating Rate Advance converted into a Eurodollar Advance on a dayother than a Payment Date shall be payable on the date of conversion. Interest accrued on eachEurodollar Advance shall be payable on the last day of its applicable Interest Period, on any dateon which the Eurodollar Advance is prepaid, whether by acceleration or otherwise, and atmaturity. Interest accrued on each Eurodollar Advance having an Interest Period longer thanthree months shall also be payable on the last day of each three-month interval during suchInterest Period. Interest, facility fees and utilization fees shall be calculated for actual dayselapsed on the basis of a 360-day year, except that interest calculated based on the Prime Rateshall be calculated for actual days elapsed on the basis of a 365, or when appropriate 366, dayyear. Interest shall be payable for the day an Advance is made but not for the day of any paymenton the amount paid if payment is received prior to noon (local time) at the place of payment. Ifany payment of principal of or interest on an Advance shall become due on a day which is not aBusiness Day, such payment shall be made on the next succeeding Business Day and, in the caseof a principal payment, such extension of time shall be included in computing interest inconnection with such payment. 

2.13. Notification of Advances, Interest Rates, Prepayments and Commitment Reductions.Promptly after receipt thereof, the Administrative Agent will notify each Lender of the contentsof each Aggregate Commitment reduction notice, Borrowing Notice, Conversion/ContinuationNotice, and repayment notice received by it hereunder. The Administrative Agent will notifyeach Lender of the interest rate applicable to each Eurodollar Advance promptly upondetermination of such interest rate and will give each Lender prompt notice of each change in theAlternate Base Rate. 

2.14. Lending Installations. Each Lender may book its Loans at any Lending Installation selectedby such Lender and may change its Lending Installation from time to time. All terms of thisAgreement shall apply to any such Lending Installation and any Notes issued hereunder shall bedeemed held by each Lender for the benefit of any such Lending Installation. Each Lender may,by written notice to the Administrative Agent and the Borrower in accordance with Article XIII,designate replacement or additional Lending Installations through which Loans will be made byit and for whose account Loan payments are to be made. 

2.15. Non-Receipt of Funds by the Administrative Agent. Unless the Borrower or a Lender, asthe case may be, notifies the Administrative Agent prior to the date on which it is scheduled tomake payment to the Administrative Agent of (i) in the case of a Lender, the proceeds of a Loanor (ii) in the case of the Borrower, a payment of principal, interest or fees to the AdministrativeAgent for the account of the Lenders, that it does not intend to make such payment, theAdministrative Agent may assume that such payment has been made. The Administrative Agentmay, but shall not be obligated to, make the amount of such payment available to the intendedrecipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be,has not in fact made such payment to the Administrative Agent, the recipient of such paymentshall, on demand by the Administrative Agent, repay to the Administrative Agent the amount somade available together with interest thereon in respect of each day during the periodcommencing on the date such amount was so made available by the Administrative Agent untilthe date the Administrative Agent recovers such amount at a rate per annum equal to (x) in thecase of payment by a Lender, the Federal Funds Effective Rate for such day for the first threedays and, thereafter, the interest rate applicable to the relevant Loan or (y) in the case of paymentby the Borrower, the interest rate applicable to the relevant Loan. 

2.16. Extension of Facility Termination Date. The Borrower may request an extension of theFacility Termination Date by submitting a request for an extension to the Administrative Agent(an "Extension Request") no more than 60 days prior to the Facility Termination Date. TheExtension Request must specify the new Facility Termination Date requested by the Borrowerand the date (which must be at least 30 days after the Extension Request is delivered to theAdministrative Agent) as of which the Lenders must respond to the Extension Request (the"Response Date"). The new Facility Termination Date shall be the first anniversary of the FacilityTermination Date in effect at the time the Extension Request is received, including the FacilityTermination Date as one of the days in the calculation of the days elapsed. Promptly upon receiptof an Extension Request, the Administrative Agent shall notify each Lender of the contentsthereof and shall request each Lender to approve the Extension Request. Each Lender approvingthe Extension Request shall deliver its written consent no later than the Response Date. If theconsent of each of the Lenders is received by the Administrative Agent (excluding any Personwhich ceases to be a Lender pursuant to Section 3.7), the Facility Termination Date specified inthe Extension Request shall become effective on the existing Facility Termination Date and theAdministrative Agent shall promptly notify the Borrower and each Lender of the new FacilityTermination Date. 

**ARTICLE III****YIELD PROTECTION; TAXES**

3.1. Yield Protection. If, on or after the date of this Agreement, the adoption of any law or anygovernmental or quasi-governmental rule, regulation, policy, guideline or directive (whether ornot having the force of law), or any change in the interpretation or administration thereof by anygovernmental or quasi-governmental authority, central bank or comparable agency charged withthe interpretation or administration thereof, or compliance by any Lender or applicable LendingInstallation with any request or directive (whether or not having the force of law) of any suchauthority, central bank or comparable agency: 

(i) subjects any Lender or any applicable Lending Installation to any Taxes, or changes the basis oftaxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of itsEurodollar Loans, or 

(ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, specialdeposit or similar requirement against assets of, deposits with or for the account of, or creditextended by, any Lender or any applicable Lending Installation (other than reserves andassessments taken into account in determining the interest rate applicable to EurodollarAdvances), or 

(iii) imposes any other condition the result of which is to increase the cost to any Lender or anyapplicable Lending Installation of making, funding or maintaining its Eurodollar Loans orreduces any amount receivable by any Lender or any applicable Lending Installation inconnection with its Eurodollar Loans, or requires any Lender or any applicable LendingInstallation to make any payment calculated by reference to the amount of Eurodollar Loans heldor interest received by it, by an amount deemed material by such Lender, and the result of any of the foregoing is to increase the cost to such Lender or applicable LendingInstallation of making or maintaining its Eurodollar Loans or Commitment or to reduce thereturn received by such Lender or applicable Lending Installation in connection with suchEurodollar Loans or Commitment, then, within 15 days of demand by such Lender, the Borrowershall pay such Lender such additional amount or amounts as will compensate such Lender forsuch increased cost or reduction in amount received; provided that no Lender shall be entitled todemand such compensation more than 90 days following the last day of the Interest Period inrespect of which such demand is made; and provided further that the foregoing proviso shall inno way limit the right of any Lender to demand or receive such compensation to the extent thatsuch compensation relates to the retroactive application of any law, regulation, guideline orrequest described above if such demand is made within 90 days after the implementation of suchretroactive law, interpretation, guideline or request.

3.2. Changes in Capital Adequacy Regulations. If a Lender determines the amount of capitalrequired or expected to be maintained by such Lender, any Lending Installation of such Lender orany corporation controlling such Lender is increased as a result of a Change, then, within 15 daysof demand by such Lender, the Borrower shall pay such Lender the amount necessary tocompensate for any shortfall in the rate of return on the portion of such increased capital whichsuch Lender determines is attributable to this Agreement, its Loans or its Commitment to makeLoans hereunder (after taking into account such Lender's policies as to capital adequacy)."Change" means (i) any change after the date of this Agreement in the Risk-Based CapitalGuidelines or (ii) any adoption of or change in any other law, governmental orquasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or nothaving the force of law) after the date of this Agreement which affects the amount of capitalrequired or expected to be maintained by any Lender or any Lending Installation or anycorporation controlling any Lender. "Risk-Based Capital Guidelines" means (i) the risk-basedcapital guidelines in effect in the United States on the date of this Agreement, includingtransition rules, and (ii) the corresponding capital regulations promulgated by regulatoryauthorities outside the United States implementing the July 1988 report of the Basle Committeeon Banking Regulation and Supervisory Practices Entitled "International Convergence of CapitalMeasurements and Capital Standards," including transition rules, and any amendments to suchregulations adopted prior to the date of this Agreement. 

3.3. Availability of Types of Advances. If any Lender determines that maintenance of itsEurodollar Loans at a suitable Lending Installation would violate any applicable law, rule,regulation, or directive, whether or not having the force of law, or if the Required Lendersdetermine that (i) deposits of a type and maturity appropriate to match fund Eurodollar Advancesare not available or (ii) the interest rate applicable to Eurodollar Advances does not accuratelyreflect the cost of making or maintaining Eurodollar Advances, then the Administrative Agentshall suspend the availability of Eurodollar Advances and require any affected EurodollarAdvances to be repaid or converted to Floating Rate Advances, subject to the payment of anyfunding indemnification amounts required by Section 3.4. 

3.4. Funding Indemnification. If any payment of a Eurodollar Advance occurs on a date which isnot the last day of the applicable Interest Period, whether because of acceleration, prepayment orotherwise, or a Eurodollar Advance is not made on the date specified by the Borrower for anyreason other than default by the Lenders, the Borrower will indemnify each Lender for any lossor cost incurred by it resulting therefrom, including, without limitation, any loss or cost inliquidating or employing deposits acquired to fund or maintain such Eurodollar Advance. 

3.5. Taxes. (i) All payments by the Borrower to or for the account of any Lender or theAdministrative Agent hereunder or under any Note shall be made free and clear of and withoutdeduction for any and all Taxes. If the Borrower shall be required by law to deduct any Taxesfrom or in respect of any sum payable hereunder to any Lender or the Administrative Agent, (a)the sum payable shall be increased as necessary so that after making all required deductions(including deductions applicable to additional sums payable under this Section 3.5) such Lenderor the Administrative Agent (as the case may be) receives an amount equal to the sum it wouldhave received had no such deductions been made, (b) the Borrower shall make such deductions,(c) the Borrower shall pay the full amount deducted to the relevant authority in accordance withapplicable law and (d) the Borrower shall furnish to the Administrative Agent the original copyof a receipt evidencing payment thereof within 30 days after such payment is made. 

(ii) In addition, the Borrower hereby agrees to pay any present or future stamp or documentarytaxes and any other excise or property taxes, charges or similar levies which arise from anypayment made hereunder or under any Note or from the execution or delivery of, or otherwisewith respect to, this Agreement or any Note ("Other Taxes"). 

(iii) The Borrower hereby agrees to indemnify the Administrative Agent and each Lender for thefull amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxesimposed on amounts payable under this Section 3.5) paid by the Administrative Agent or suchLender as a result of its Commitment, any Loans made by it hereunder, or otherwise inconnection with its participation in this Agreement and any liability (including penalties, interestand expenses) arising therefrom or with respect thereto. Payments due under this indemnificationshall be made within 30 days of the date the Administrative Agent or such Lender makes demandtherefor pursuant to Section 3.6. 

(iv) Each Lender that is not incorporated under the laws of the United States of America or a statethereof (each a "Non-U.S. Lender") agrees that it will, not more than ten Business Days after thedate of this Agreement, (i) deliver to each of the Borrower and the Administrative Agent twoduly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI,certifying in either case that such Lender is entitled to receive payments under this Agreementwithout deduction or withholding of any United States federal income taxes, and (ii) deliver toeach of the Borrower and the Administrative Agent a United States Internal Revenue Form W-8or W-9, as the case may be, and certify that it is entitled to an exemption from United Statesbackup withholding tax. Each Non-U.S. Lender further undertakes to deliver to each of theBorrower and the Administrative Agent (x) renewals or additional copies of such form (or anysuccessor form) on or before the date that such form expires or becomes obsolete, and (y) afterthe occurrence of any event requiring a change in the most recent forms so delivered by it, suchadditional forms or amendments thereto as may be reasonably requested by the Borrower or theAdministrative Agent. All forms or amendments described in the preceding sentence shall certifythat such Lender is entitled to receive payments under this Agreement without deduction orwithholding of any United States federal income taxes, unless an event (including withoutlimitation any change in treaty, law or regulation) has occurred prior to the date on which anysuch delivery would otherwise be required which renders all such forms inapplicable or whichwould prevent such Lender from duly completing and delivering any such form or amendmentwith respect to it and such Lender advises the Borrower and the Administrative Agent that it isnot capable of receiving payments without any deduction or withholding of United States federalincome tax. 

(v) For any period during which a Non-U.S. Lender has failed to provide the Borrower with anappropriate form pursuant to clause (iv), above (unless such failure is due to a change in treaty,law or regulation, or any change in the interpretation or administration thereof by anygovernmental authority, occurring subsequent to the date on which a form originally wasrequired to be provided), such Non-U.S. Lender shall not be entitled to indemnification underthis Section 3.5 with respect to Taxes imposed by the United States; provided that, should aNon-U.S. Lender which is otherwise exempt from or subject to a reduced rate of withholding taxbecome subject to Taxes because of its failure to deliver a form required under clause (iv), above,the Borrower shall take such steps as such Non-U.S. Lender shall reasonably request to assistsuch Non-U.S. Lender to recover such Taxes. 

(vi) Any Lender that is entitled to an exemption from or reduction of withholding tax with respectto payments under this Agreement or any Note pursuant to the law of any relevant jurisdiction orany treaty shall deliver to the Borrower (with a copy to the Administrative Agent), at the time ortimes prescribed by applicable law, such properly completed and executed documentationprescribed by applicable law as will permit such payments to be made without withholding or ata reduced rate. 

(vii) If the U.S. Internal Revenue Service or any other governmental authority of the United Statesor any other country or any political subdivision thereof asserts a claim that the AdministrativeAgent did not properly withhold tax from amounts paid to or for the account of any Lender(because the appropriate form was not delivered or properly completed, because such Lenderfailed to notify the Administrative Agent of a change in circumstances which rendered itsexemption from withholding ineffective, or for any other reason), such Lender shall indemnifythe Administrative Agent fully for all amounts paid, directly or indirectly, by the AdministrativeAgent as tax, withholding therefor, or otherwise, including penalties and interest, and includingtaxes imposed by any jurisdiction on amounts payable to the Administrative Agent under thissubsection, together with all costs and expenses related thereto (including attorneys fees and timecharges of attorneys for the Administrative Agent, which attorneys may be employees of theAdministrative Agent). The obligations of the Lenders under this Section 3.5(vii) shall survivethe payment of the Obligations and termination of this Agreement. 

3.6. Lender Statements; Survival of Indemnity. To the extent reasonably possible, each Lendershall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduceany liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid theunavailability of Eurodollar Advances under Section 3.3, so long as such designation is not, inthe judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver awritten statement of such Lender to the Borrower (with a copy to the Administrative Agent) as tothe amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth inreasonable detail the calculations upon which such Lender determined such amount and shall befinal, conclusive and binding on the Borrower in the absence of manifest error. Determination ofamounts payable under such Sections in connection with a Eurodollar Loan shall be calculated asthough each Lender funded its Eurodollar Loan through the purchase of a deposit of the type andmaturity corresponding to the deposit used as a reference in determining the Eurodollar Rateapplicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein,the amount specified in the written statement of any Lender shall be payable on demand afterreceipt by the Borrower of such written statement. The obligations of the Borrower underSections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of thisAgreement. 

3.7. Substitution of Affected Lender. If (i) the obligation of any Lender to make or to convert orcontinue outstanding Loans as or into Eurodollar Loans has been suspended pursuant to Section3.3 or (ii) any Lender has demanded compensation under Section 3.1, 3.2 or 3.5, then theBorrower shall have the right to designate a substitute lender or lenders (which may be one ormore of the other Lenders) mutually satisfactory to the Borrower and the Administrative Agent(whose consent shall not be unreasonably withheld or delayed) to purchase for cash, pursuant toan Assignment Agreement in substantially the form of Exhibit C hereto, the outstanding Loans ofsuch Lender and to assume the Commitment of such Lender, without recourse to or warranty by,or expense to, such Lender, for a purchase price equal to the principal amount of all of suchLender's outstanding Loans plus any accrued and unpaid interest thereon and the accrued butunpaid fees in respect of such Lender's Commitment hereunder plus such amount, if any, aswould be payable pursuant to Section 3.4 if the outstanding Loans of such Lender were prepaidin their entirety on the date of consummation of such assignment. 

**ARTICLE IV****CONDITIONS PRECEDENT**

4.1. Initial Advance. The Lenders shall not be required to make the initial Advance hereunderunless the Borrower has made payment to the Administrative Agent for the account of theLenders in immediately available funds the upfront fees payable under Section 2.4 and theBorrower has furnished to the Administrative Agent with sufficient copies for the Lenders: 

(i) Copies of the articles or certificate of incorporation of the Borrower, together with allamendments, and a certificate of good standing, each certified by the appropriate governmentalofficer in its jurisdiction of incorporation, as well as any other information required by Section326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender toverify the identity of Borrower as required by Section 326 of the USA PATRIOT Act. 

(ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and ofits Board of Directors' resolutions and of resolutions or actions of any other body authorizing theexecution of the Loan Documents to which the Borrower is a party. 

(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower,which shall identify by name and title and bear the signatures of the Authorized Officers and anyother officers of the Borrower authorized to sign the Loan Documents to which the Borrower is aparty, upon which certificate the Administrative Agent and the Lenders shall be entitled to relyuntil informed of any change in writing by the Borrower. 

(iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initialBorrowing Date no Default or Unmatured Default has occurred and is continuing. 

(v) A written opinion of the Borrower's counsel, addressed to the Lenders in substantially theform of Exhibit A. 

(vi) Any Notes requested by a Lender pursuant to Section 2.10 payable to the order of each suchrequesting Lender. 

(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to theAdministrative Agent and signed by an Authorized Officer, together with such other relatedmoney transfer authorizations as the Administrative Agent may have reasonably requested. 

(viii) Evidence satisfactory to the Administrative Agent of the termination of the Existing CreditAgreements and repayment of all amounts owing thereunder. 

(ix) Evidence satisfactory to the Administrative Agent of any required governmental approvals orconsents regarding this Agreement. 

(x) Such other documents as any Lender or its counsel may have reasonably requested. 

4.2. Each Advance. The Lenders shall not be required to make any Advance unless on theapplicable Borrowing Date: 

(i) There exists no Default or Unmatured Default. 

(ii) The representations and warranties contained in Article V (other than, in the case of anAdvance the proceeds of which are being used exclusively to repay commercial paper of theBorrower, Sections 5.5, 5.7 and 5.12) are true and correct as of such Borrowing Date except tothe extent any such representation or warranty is stated to relate solely to an earlier date, in whichcase such representation or warranty shall have been true and correct on and as of such earlierdate. 

(iii) All legal matters incident to the making of such Advance shall be satisfactory to the Lendersand their counsel (including, without limitation, evidence satisfactory to the AdministrativeAgent of any required governmental approvals or consents regarding such Advance). 

Each Borrowing Notice with respect to each such Advance shall constitute a representation andwarranty by the Borrower that the conditions contained in Sections 4.2(i) and (ii) have beensatisfied. Any Lender may require a duly completed compliance certificate in substantially theform of Exhibit B as a condition to making an Advance.

**ARTICLE V****REPRESENTATIONS AND WARRANTIES**

The Borrower represents and warrants to the Lenders that:

5.1. Existence and Standing. Each of the Borrower and its Subsidiaries is a corporation, partnership(in the case of Subsidiaries only) or limited liability company duly and properly incorporated ororganized, as the case may be, validly existing and (to the extent such concept applies to suchentity) in good standing under the laws of its jurisdiction of incorporation or organization and hasall requisite authority to conduct its business in each jurisdiction in which its business isconducted. 

5.2. Authorization and Validity. The Borrower has the power and authority and legal right toexecute and deliver the Loan Documents and to perform its obligations thereunder. Theexecution and delivery by the Borrower of the Loan Documents and the performance of itsobligations thereunder have been duly authorized by proper corporate proceedings, and the LoanDocuments constitute legal, valid and binding obligations of the Borrower enforceable againstthe Borrower in accordance with their terms, except as enforceability may be limited bybankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally. 

5.3. No Conflict; Government Consent. Neither the execution and delivery by the Borrower ofthe Loan Documents, nor the consummation of the transactions therein contemplated, norcompliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ,judgment, injunction, decree or award binding on the Borrower or any of its PrincipalSubsidiaries or (ii) the Borrower's or any Principal Subsidiary's articles or certificate ofincorporation, partnership agreement, certificate of partnership, articles or certificate oforganization, by-laws, or operating or other management agreement, as the case may be, or (iii)the provisions of any indenture, instrument or agreement to which the Borrower or any of itsPrincipal Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflictwith or constitute a default thereunder, or result in, or require, the creation or imposition of anyLien in, of or on the Property of the Borrower or a Principal Subsidiary pursuant to the terms ofany such indenture, instrument or agreement. No order, consent, adjudication, approval, license,authorization, or validation of, or filing, recording or registration with, or exemption by, or otheraction in respect of any governmental or public body or authority, or any subdivision thereof,which has not been obtained by the Borrower or any of its Principal Subsidiaries, is required tobe obtained by the Borrower or any of its Principal Subsidiaries in connection with the executionand delivery of the Loan Documents, the borrowings under this Agreement, the payment andperformance by the Borrower of the Obligations or the legality, validity, binding effect orenforceability of any of the Loan Documents. 

5.4. Financial Statements. The December 31, 2003 consolidated financial statements of theBorrower and its Subsidiaries heretofore delivered to the Lenders were prepared in accordancewith generally accepted accounting principles in effect on the date such statements were preparedand fairly present in all material respects the consolidated financial condition and operations ofthe Borrower and its Subsidiaries at such date and the consolidated results of their operations forthe period then ended. 

5.5. Material Adverse Change. Since December 31, 2003, there has been no change in thebusiness, Property, condition (financial or otherwise) or results of operations of the Borrower andits Subsidiaries, taken as a whole, which could reasonably be expected to have a MaterialAdverse Effect. 

5.6. Taxes. MGE Energy, Inc. the parent corporation for the Borrower, has, or the Borrower andits Subsidiaries have, filed all United States federal tax returns and all other tax returns which arerequired to be filed and have paid all taxes due pursuant to said returns or pursuant to anyassessment received by the Borrower or any of its Subsidiaries, except such taxes, if any, as arebeing contested in good faith and as to which adequate reserves have been provided inaccordance with GAAP and as to which no Lien exists. The United States income tax returns ofthe Borrower and its Subsidiaries have been audited by the Internal Revenue Service through thefiscal year ended December 31, 1996. No tax liens have been filed and no claims are beingasserted with respect to any such taxes, except such taxes, if any, as are being contested in goodfaith and as to which adequate reserves have been provided in accordance with GAAP. Thecharges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of anytaxes or other governmental charges are adequate. 

5.7. Litigation and Contingent Obligations. There is no litigation, arbitration, governmentalinvestigation, proceeding or inquiry pending or, to the knowledge of any of their officers,threatened against or affecting the Borrower or any of its Principal Subsidiaries which couldreasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin ordelay the making of any Loans. Other than any liability incident to any litigation, arbitration orproceeding which could not reasonably be expected to have a Material Adverse Effect, theBorrower has no material contingent obligations not provided for or disclosed in the financialstatements referred to in Section 5.4. 

5.8. Subsidiaries. Schedule 1 contains an accurate list of all Subsidiaries of the Borrower as ofthe date of this Agreement, setting forth their respective jurisdictions of organization and thepercentage of their respective capital stock or other ownership interests owned by the Borroweror other Subsidiaries. All of the issued and outstanding shares of capital stock or other ownershipinterests of such Subsidiaries have been (to the extent such concepts are relevant with respect tosuch ownership interests) duly authorized and issued and are fully paid and non-assessable. 

5.9. ERISA. The Unfunded Liabilities of all Single Employer Plans do not in the aggregateexceed $25,000,000. Neither the Borrower nor any other member of the Controlled Group hasincurred, or is reasonably expected to incur, any withdrawal liability to Multiemployer Plans inexcess of $25,000,000 in the aggregate. Each Plan complies in all material respects with allapplicable requirements of law and regulations, no Reportable Event for which the PBGC has notwaived the 30-day notice requirement has occurred with respect to any Plan, neither theBorrower nor any other member of the Controlled Group has withdrawn from any Plan orinitiated steps to do so, and no steps have been taken to reorganize or terminate any Plan. 

5.10. Accuracy of Information. No information, exhibit or report furnished by the Borrower orany of its Subsidiaries to the Administrative Agent or to any Lender in connection with thenegotiation of, or compliance with, the Loan Documents contained any material misstatement offact or omitted to state a material fact or any fact necessary to make the statements containedtherein not misleading in any material respect. 

5.11. Regulation. Margin stock (as defined in Regulation U) constitutes less than 25% of thevalue of those assets of the Borrower and its Subsidiaries which are subject to any limitation onsale, pledge, or other restriction hereunder. 

5.12. Material Agreements. Neither the Borrower nor any Principal Subsidiary is a party to anyagreement or instrument or subject to any charter or other corporate restriction which couldreasonably be expected to have a Material Adverse Effect. Neither the Borrower nor anyPrincipal Subsidiary is in default in the performance, observance or fulfillment of any of theobligations, covenants or conditions contained in (i) any agreement to which it is a party, whichdefault could reasonably be expected to have a Material Adverse Effect or (ii) any agreement orinstrument evidencing or governing Indebtedness, which default could reasonably be expect tohave a Material Adverse Effect. 

5.13. Compliance With Laws. The Borrower and its Principal Subsidiaries have complied withall applicable statutes, rules, regulations, orders and restrictions of any domestic or foreigngovernment or any instrumentality or agency thereof having jurisdiction over the conduct of theirrespective businesses or the ownership of their respective Property except for any failure tocomply with any of the foregoing which could not reasonably be expected to have a MaterialAdverse Effect. 

5.14. Ownership of Properties. On the date of this Agreement, the Borrower and its Subsidiarieshave good title, free of all Liens other than those permitted by Section 6.13, to all of the Propertyand assets reflected in the Borrower's most recent consolidated financial statements provided tothe Administrative Agent as owned by the Borrower and its Subsidiaries. 

5.15. Plan Assets; Prohibited Transactions. The Borrower is not an entity deemed to hold "planassets" within the meaning of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as defined inSection 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning ofSection 4975 of the Code), and neither the execution of this Agreement nor the making of Loanshereunder gives rise to a prohibited transaction within the meaning of Section 406 of ERISA orSection 4975 of the Code. 

5.16. Environmental Matters. In the ordinary course of its business, the officers of the Borrowerconsider the effect of Environmental Laws on the business of the Borrower and its Subsidiaries,in the course of which they identify and evaluate potential risks and liabilities accruing to theBorrower due to Environmental Laws. On the basis of this consideration, the Borrower hasconcluded that Environmental Laws cannot reasonably be expected to have a Material AdverseEffect, except to the extent disclosed in the Borrower's Form 10-K and Form 10-Q reports filedwith the SEC prior to the date hereof. Neither the Borrower nor any Principal Subsidiary hasreceived any notice to the effect that its operations are not in material compliance with any of therequirements of applicable Environmental Laws or are the subject of any federal or stateinvestigation evaluating whether any remedial action is needed to respond to a release of anytoxic or hazardous waste or substance into the environment, which non-compliance or remedialaction could reasonably be expected to have a Material Adverse Effect. 

5.17. Investment Company Act. Neither the Borrower nor any Subsidiary is an "investmentcompany" or a company "controlled" by an "investment company", within the meaning of theInvestment Company Act of 1940, as amended. 

5.18. Public Utility Holding Company Act. The Borrower is a "subsidiary company" of a"holding company" within the meaning of the Public Utility Holding Company Act of 1935, asamended; however, that holding company is exempt from the provisions of that Act, exceptSection 9(a)(2) thereof, by virtue of having filed with the SEC a Statement by Holding CompanyClaiming Exemption Under Rule U-2 from the Provisions of the Public Utility HoldingCompany Act of 1935 on Form U-3A-2. Such exemption is in full force and effect and theBorrower is not aware of any existing or proposed proceedings contemplating the revocation ormodification of such exemption. 

5.19. Insurance. The Borrower and its Principal Subsidiaries maintain with financially sound andreputable insurance companies insurance on all their Property in such amounts and covering suchrisks as is consistent with sound business practice. 

5.20. Regulatory Approval. No consent, authorization or approval of, and/or filing or registrationwith, any governmental body or regulatory authority is required in connection with the execution,delivery or performance of this Agreement or the Notes or for the consummation of thetransactions herein contemplated, or for the validity or enforceability thereof (other thanauthorization from the Public Service Commission of Wisconsin). 

**ARTICLE VI****COVENANTS**

During the term of this Agreement, unless the Required Lenders shall otherwise consent inwriting:

6.1. Financial Reporting. The Borrower will maintain, for itself and each Subsidiary, a system ofaccounting established and administered in accordance with generally accepted accountingprinciples, and furnish to the Lenders: 

(i) Within 90 days after the close of each of its fiscal years, an unqualified (except forqualifications relating to changes in accounting principles or practices reflecting changes ingenerally accepted accounting principles and required or approved by the Borrower's independentcertified public accountants) audit report certified by independent certified public accountantsreasonably acceptable to the Lenders, prepared in accordance with GAAP on a consolidated foritself and its Subsidiaries, including balance sheets as of the end of such period, related profit andloss and reconciliation of surplus statements, and a statement of cash flows. 

(ii) Within 45 days after the close of the first three quarterly periods of each of its fiscal years, foritself and its Subsidiaries, consolidated unaudited balance sheets as at the close of each suchperiod and consolidated profit and loss and reconciliation of surplus statements and a statementof cash flows for the period from the beginning of such fiscal year to the end of such quarter, allcertified by its chief financial officer. 

(iii) Notwithstanding the preceding provisions of this Section 6.1, if and so long as the Borrowershall file regular and periodic reports with the SEC pursuant to Sections 13 and 15 of theSecurities Exchange Act of 1934, delivery to the Administrative Agent of copies of theBorrower's reports on Forms 10K and 10Q promptly following filing thereof with the SEC, butin any event not later than within the periods set forth in subsections 6.1(i) and (ii), shallconstitute full compliance with those sections. 

(iv) Together with the financial statements required under Sections 6.1(i) and (ii), a compliancecertificate in substantially the form of Exhibit B signed by its chief financial officer or treasurershowing the calculations necessary to determine compliance with this Agreement and stating thatno Default or Unmatured Default exists, or if any Default or Unmatured Default exists, statingthe nature and status thereof. 

(v) As soon as possible and in any event within 10 days after the Borrower knows that anyReportable Event has occurred with respect to any Plan, a statement, signed by the chief financialofficer or treasurer of the Borrower, describing said Reportable Event and the action which theBorrower proposes to take with respect thereto. 

(vi) As soon as possible and in any event within 10 days after receipt by the Borrower, a copy of(a) any notice or claim to the effect that the Borrower or any of its Principal Subsidiaries is ormay be liable to any Person as a result of the release by the Borrower, any of its PrincipalSubsidiaries, or any other Person of any toxic or hazardous waste or substance into theenvironment, and (b) any notice alleging any violation of any federal, state or localenvironmental, health or safety law or regulation by the Borrower or any of its PrincipalSubsidiaries, which, in either case, could reasonably be expected to have a Material AdverseEffect. 

(vii) Promptly upon the filing thereof, copies of all registration statements and annual, quarterly,monthly or other regular reports which the Borrower or any of its Principal Subsidiaries fileswith the SEC. 

(viii) Such other information (including non-financial information) as the Administrative Agent orany Lender may from time to time reasonably request. 

6.2. Litigation. The Borrower shall promptly give to each Lender notice of all legal or arbitralproceedings, and of all proceedings before any governmental or regulatory authority or agency, towhich the Borrower or its Principal Subsidiaries is a party, except proceedings as to which thereis no reasonable possibility of an adverse determination or which, if adversely determined, wouldnot have a Material Adverse Effect during the term of this Agreement. 

6.3. Use of Proceeds. The Borrower will, and will cause each Subsidiary to, use the proceeds ofthe Advances for general corporate purposes (in compliance with all applicable legal andregulatory requirements). 

6.4. Notice of Default. The Borrower will, and will cause each Principal Subsidiary to, giveprompt notice in writing to the Lenders of the occurrence of any Default or Unmatured Default ofwhich it becomes aware and of any other development, financial or otherwise, of which itbecomes aware which could reasonably be expected to have a Material Adverse Effect. 

6.5. Conduct of Business. The Borrower will, and will cause each Principal Subsidiary to, carryon and conduct its business in substantially the same manner and in substantially the same fieldsof enterprise as it is presently conducted and do all things necessary to remain duly incorporatedor organized, validly existing and (to the extent such concept applies to such entity) in goodstanding as a domestic corporation, partnership or limited liability company in its jurisdiction ofincorporation or organization, as the case may be, and maintain all requisite authority to conductits business in each jurisdiction in which its business is conducted, provided that this Sectionshall not be deemed to prohibit any transaction permitted under Section 6.11 or 6.12. 

6.6. Taxes. The Borrower will, and will cause each Principal Subsidiary to, timely file completeand correct United States federal and applicable foreign, state and local tax returns required bylaw and pay when due all taxes, assessments and governmental charges and levies upon it or itsincome, profits or Property, except those which are being contested in good faith by appropriateproceedings and with respect to which adequate reserves have been set aside in accordance withGAAP or where nonpayment could not reasonably be expected to have a Material AdverseEffect. 

6.7. Insurance. The Borrower will, and will cause each Principal Subsidiary to, maintain withfinancially sound and reputable insurance companies insurance on all their Property in suchamounts and covering such risks as is consistent with sound business practice, and the Borrowerwill furnish to any Lender upon request full information as to the insurance carried. 

6.8. Compliance with Laws. The Borrower will, and will cause each Principal Subsidiary to,comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awardsto which it may be subject including, without limitation, all Environmental Laws, except wherenoncompliance would not have a Material Adverse Effect.. 

6.9. Maintenance of Properties. The Borrower will, and will cause each Principal Subsidiary to,do all things necessary to maintain, preserve, protect and keep its Property (except such Propertythe failure of which to maintain or preserve would not have individually or in the aggregate, aMaterial Adverse Effect) in good repair, working order and condition, ordinary wear and tearexcepted, and make all necessary and proper repairs, renewals and replacements so that itsbusiness carried on in connection therewith may be properly conducted at all times. 

6.10. Inspection. The Borrower will, and will cause each Principal Subsidiary to, permit theAdministrative Agent and the Lenders, by their respective representatives and AdministrativeAgents, to inspect any of the Property, books and financial records of the Borrower and eachPrincipal Subsidiary, to examine and make copies of the books of accounts and other financialrecords of the Borrower and each Principal Subsidiary, and to discuss the affairs, finances andaccounts of the Borrower and each Principal Subsidiary with, and to be advised as to the sameby, their respective officers at such reasonable times and intervals as the Administrative Agent orany Lender may designate. 

6.11. Merger. The Borrower will not, nor will it permit any Principal Subsidiary to, merge orconsolidate with or into any other Person, except that a Subsidiary may merge into the Borroweror a Wholly-Owned Subsidiary. 

6.12. Sale of Assets. The Borrower will not, nor will it permit any Principal Subsidiary to, lease,sell or otherwise dispose of its Property to any other Person, except: 

(i) Sales of inventory in the ordinary course of business. 

(ii) Leases, sales or other dispositions of its Property that, together with all other Property of theBorrower and its Principal Subsidiaries previously leased, sold or disposed of (other thaninventory in the ordinary course of business) as permitted by this Section during thetwelve-month period ending with the month in which any such lease, sale or other dispositionoccurs, do not constitute a Substantial Portion of the Property of the Borrower and itsSubsidiaries. 

(iii) Leases, sales or other dispositions of Property by a Subsidiary to the Borrower or anotherSubsidiary. 

6.13. Liens. The Borrower will not, nor will it permit any Principal Subsidiary to, create, incur,or suffer to exist any Lien in, of or on the Property of the Borrower or any of its PrincipalSubsidiaries, except: 

(i) Liens for taxes, assessments or governmental charges or levies on its Property if the same shallnot at the time be delinquent or thereafter can be paid without penalty, or are being contested ingood faith and by appropriate proceedings. 

(ii) Liens imposed by law, such as carriers', warehousemen's and mechanics' liens and othersimilar liens arising in the ordinary course of business which secure payment of obligations notmore than 60 days past due. 

(iii) Liens arising out of pledges or deposits under worker's compensation laws, unemploymentinsurance, old age pensions, or other social security or retirement benefits, or similar legislation. 

(iv) Lien incidental to the normal conduct of the business of the Borrower or any Subsidiary or theownership of its property or the conduct of the ordinary course of its business, including (A)zoning restrictions, easements, rights of way, reservations, restrictions on the use of real propertyand other minor irregularities of title, (B) rights of lessees under leases, (C) rights of collectingbanks having rights of setoff, revocation, refund or chargeback with respect to money orinstruments of the Borrower or any Subsidiary on deposit with or in the possession of such banks(D) Liens to secure the performance of statutory obligations, tenders, bids, leases, progresspayments, performance or return-of-money bonds, performance or other similar bonds or otherobligations of a similar nature incurred in the ordinary course of business, and (E) Liens requiredby any contract or statute in order to permit the Borrower or a Subsidiary of the Borrower toperform any contract or subcontract made by it with or pursuant to the requirements of agovernmental entity, in each case which are not incurred in connection with the borrowing ormoney, the obtaining of advances or credit or the payment of the deferred purchase price ofProperty and which do not in the aggregate impair the use of property in the operation of thebusiness of the Borrower and its Subsidiaries taken as a whole. 

(v) Liens on property existing at the time of acquisition thereof or Liens affecting property of aPerson existing at the time it becomes a Subsidiary of the Borrower or at the time it is mergedinto or consolidated with the Borrower or a Subsidiary of the Borrower; provided, however, that,in either case, such Liens were not granted in contemplation of such acquisition or incontemplation of the transaction pursuant to which such Person became a Subsidiary; andprovided further that in either case, such Liens do not extend to or cover any property of theBorrower or of any of its Subsidiaries other than the property that secured the acquiredIndebtedness prior to the time such Indebtedness became Indebtedness of the Borrower or aSubsidiary. 

(vi) Liens on property securing Indebtedness incurred prior to, at the time of, or within 12 monthsafter the acquisition thereof for the purpose of financing all or part of the purchase price thereof,provided that such Liens do not extend to or cover any other property of the Borrower or anySubsidiary and the Indebtedness secured thereby was incurred to pay, and does not exceed, thepurchase price thereof. 

(vii) Liens on any improvements to property securing Indebtedness incurred to provide funds forall or part of the cost of such improvements in a principal amount not exceeding the cost ofacquisition or construction of such improvements and incurred within 12 months aftercompletion of such improvements or construction, provided that such Liens do not extend to orcover any property of the Borrower or any Subsidiary other than such improvements. 

(viii) Liens to government entities granted to secure pollution control or industrial revenue bondfinancings, which Liens in each financing transaction cover only the property the acquisition ofwhich, or the construction of which, was financed by such financing, and property relatedthereto. 

(ix) Any Lien incurred or deposits to secure the performance of surety bonds incurred in theordinary course of business consistent with past practice, provided that such Liens shall coveronly the Borrower's or its Subsidiary' interests in and relating to the contract underlying thetransaction for which such surety bonds were issued. 

(x) Liens on cash or cash equivalents created or existing to secure stay or appeal bonds orotherwise resulting from any litigation or legal proceeding which are being contested in goodfaith by appropriate action promptly initiated and diligently conducted, including the Lien of anyjudgment; provided, however, that the aggregate amount secured by all such Liens does notexceed $25 million. 

(xi) Liens securing any extension, renewal, replacement or refinancing of Indebtedness secured byany Lien referred to in the foregoing clauses (v), (vi), (vii), (viii), and (xii); provided, however,that 

(A) such new Lien shall be limited to all or part of the same property that secured the originalLien (plus improvements on such property) and

(B) the amount secured by such Lien at such time is not increased to any amount greater than theamount outstanding at the time of such renewal, replacement or refinancing.

(xii). Liens existing on the date hereof and described in Schedule 6.13. 

6.14. Affiliates. The Borrower will not, and will not permit any Principal Subsidiary to, enter intoany transaction (including, without limitation, the purchase or sale of any Property or service)with, or make any payment or transfer to, any Affiliate (i) except in the ordinary course ofbusiness and pursuant to the reasonable requirements of the Borrower's or such PrincipalSubsidiary's business and upon fair and reasonable terms no less favorable to the Borrower orsuch Principal Subsidiary than the Borrower or such Subsidiary would obtain in a comparablearms-length transaction or (ii) pursuant to agreements or transactions authorized or approved bythe Public Service Commission of Wisconsin (provided that in the case of any agreement ortransaction having terms that are less favorable to the Borrower or such Principal Subsidiary thanthe Borrower or such Subsidiary would obtain in a comparable arms-length transaction, suchauthorization or approval acknowledges the non-arms-length nature of such terms). 

6.15. Financial Covenant. The Borrower will not permit the ratio of (i) its ConsolidatedIndebtedness to (ii) its Consolidated Total Capitalization to exceed 0.65 to 1.0 at any time. 

**ARTICLE VII****DEFAULTS**

The occurrence of any one or more of the following events shall constitute a Default:

7.1. The Borrower shall default in the payment of any principal of any Loan when due. 

7.2. The Borrower shall default in the payment of interest on any Loan or any other amountpayable by it hereunder and such default shall continue for two Business Days after the samebecomes due and payable. 

7.3. The Borrower or any of its Principal Subsidiaries shall default in the payment when due ofany principal of or interest on any of its other Indebtedness having a principal amount of$25,000,000 or more; or any event specified in any note, agreement, indenture or other documentevidencing or relating to any such Indebtedness shall occur if the effect of such event is to cause,or (with the giving of any notice or the lapse of time or both) to permit the holder or holders ofsuch Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, suchIndebtedness to become due prior to its stated maturity. 

7.4. Any representation, warranty or certification made or deemed made herein by the Borrower,or any certificate furnished to any Lender or the Administrative Agent pursuant to the provisionshereof, shall prove to have been false or misleading as of the time made, deemed made, orfurnished in any material respect. 

7.5. The Borrower shall default in the performance of its obligations under Section 6.3, 6.4, 6.10,6.11, 6.12, 6.13, 6.14 or 6.15 hereof. 

7.6. The Borrower shall default in the performance of any of its other obligations in thisAgreement and such default shall continue unremedied for a period of 30 days after the earlier of(i) the date on which a senior officer of the Borrower becomes aware of such default, or (ii) thedate on which notice thereof is given to the Borrower by the Administrative Agent or any Lender(through the Administrative Agent). 

7.7. The Borrower shall admit in writing its inability to, or be generally unable to, pay its debts assuch debts become due. 

7.8. The Borrower shall (i) apply for or consent to the appointment of, or the taking of possessionby, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of itsproperty, (ii) make a general assignment for the benefit of its creditors, (iii) commence avoluntary case under the Bankruptcy Code (as now or hereafter in effect), (iv) file a petitionseeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization,winding-up, or composition or readjustment of debts, (v) fail to controvert in a timely andappropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary caseunder the Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any ofthe foregoing. 

7.9. A proceeding or case shall be commenced, without the application or consent of theBorrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization,dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment ofa trustee, receiver, custodian, liquidator or the like of the Borrower or of all or any substantialpart of its assets, or (iii) similar relief in respect of the Borrower under any law relating tobankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, andsuch proceeding or case shall continue undismissed, or an order, judgment or decree approving orordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of60 days; or an order for relief against the Borrower shall be entered in an involuntary case underthe Bankruptcy Code. 

7.10. A final judgment or judgments for the payment of money in excess of $25,000,000 in theaggregate that is not covered by insurance, performance bonds or the like shall be rendered by acourt or courts against the Borrower or any of its Principal Subsidiaries, and the same shall notbe discharged (or provision shall not be made for such discharge), or a stay of execution thereofshall not be procured, within 90 days from the date of entry thereof and the Borrower or therelevant Principal Subsidiary shall not, within said period of 90 days, or such longer periodduring which execution of the same shall have been stayed, appeal therefrom and cause theexecution thereof to be stayed during such appeal. 

7.11. Any of the following events shall occur with respect to any Pension Plan: 

(i) the institution of any steps by the Borrower, any member of its Controlled Group or any otherPerson to terminate a Pension Plan if, as a result of such termination, the Borrower or any suchmember could be required to make a contribution to such Pension Plan, or could reasonablyexpect to incur a liability or obligation to such Pension Plan, in excess of $25,000,000; or 

(ii) the complete or partial withdrawal from any Pension Plan by the Borrower or any member ofits Controlled Group if, as a result of such withdrawal, the Borrower or any such member couldincur any liability by such Pension Plan in excess of $25,000,000; or 

(iii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lienunder Section 302(f) of ERISA. 

7.12. Any license, consent, authorization or approval, filing or registration now or hereafternecessary to enable the Borrower to comply with its obligations hereunder or under the Notesshall be revoked, withdrawn, withheld or not effected or shall cease to be in full force and effect. 

7.13. A Change in Control shall occur. 

**ARTICLE VIII****ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES**

8.1. Acceleration. If any Default described in Section 7.7 or 7.8 occurs with respect to theBorrower, the obligations of the Lenders to make Loans hereunder shall automatically terminateand the Obligations shall immediately become due and payable without any election or action onthe part of the Administrative Agent or any Lender. If any other Default occurs, the RequiredLenders (or the Administrative Agent with the consent of the Required Lenders) may terminateor suspend the obligations of the Lenders to make Loans hereunder, or declare the Obligations tobe due and payable, or both, whereupon the Obligations shall become immediately due andpayable, without presentment, demand, protest or notice of any kind, all of which the Borrowerhereby expressly waives. 

If, within 30 days after acceleration of the maturity of the Obligations or termination of theobligations of the Lenders to make Loans hereunder as a result of any Default (other than anyDefault as described in Section 7.7 or 7.8 with respect to the Borrower) and before any judgmentor decree for the payment of the Obligations due shall have been obtained or entered, theRequired Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, bynotice to the Borrower, rescind and annul such acceleration and/or termination.

8.2. Amendments. Subject to the provisions of this Article VIII, the Required Lenders (or theAdministrative Agent with the consent in writing of the Required Lenders) and the Borrowermay enter into agreements supplemental hereto for the purpose of adding or modifying anyprovisions to the Loan Documents or changing in any manner the rights of the Lenders or theBorrower hereunder or waiving any Default hereunder; provided, however, that no suchsupplemental agreement shall, without the consent of all of the Lenders: 

(i) Extend the final maturity of any Loan or forgive all or any portion of the principal amountthereof, or reduce the rate or extend the time of payment of interest or fees thereon. 

(ii) Reduce the percentage specified in the definition of Required Lenders. 

(iii) Extend the Facility Termination Date, or reduce the amount or extend the payment date forthe mandatory payments required under Section 2.1.4, or increase the amount of the AggregateCommitment or of the Commitment of any Lender hereunder, or permit the Borrower to assignits rights under this Agreement. 

(iv) Amend this Section 8.2. 

No amendment of any provision of this Agreement relating to the Administrative Agent shall beeffective without the written consent of the Administrative Agent. The Administrative Agentmay waive payment of the fee required under Section 12.3.2 without obtaining the consent of anyother party to this Agreement.

8.3. Preservation of Rights. No delay or omission of the Lenders or the Administrative Agent toexercise any right under the Loan Documents shall impair such right or be construed to be awaiver of any Default or an acquiescence therein, and the making of a Loan notwithstanding theexistence of a Default or the inability of the Borrower to satisfy the conditions precedent to suchLoan shall not constitute any waiver or acquiescence. Any single or partial exercise of any suchright shall not preclude other or further exercise thereof or the exercise of any other right, and nowaiver, amendment or other variation of the terms, conditions or provisions of the LoanDocuments whatsoever shall be valid unless in writing signed by the Lenders required pursuantto Section 8.2, and then only to the extent in such writing specifically set forth. All remediescontained in the Loan Documents or by law afforded shall be cumulative and all shall beavailable to the Administrative Agent and the Lenders until the Obligations have been paid infull. 

**ARTICLE IX****GENERAL PROVISIONS**

9.1. Survival of Representations. All representations and warranties of the Borrower contained inthis Agreement shall survive during the period that the Loans herein contemplated areoutstanding. 

9.2. Governmental Regulation. Anything contained in this Agreement to the contrarynotwithstanding, no Lender shall be obligated to extend credit to the Borrower in violation of anylimitation or prohibition provided by any applicable statute or regulation. 

9.3. Headings. Section headings in the Loan Documents are for convenience of reference only,and shall not govern the interpretation of any of the provisions of the Loan Documents. 

9.4. Entire Agreement. The Loan Documents embody the entire agreement and understandingamong the Borrower, the Administrative Agent and the Lenders and supersede all prioragreements and understandings among the Borrower, the Administrative Agent and the Lendersrelating to the subject matter thereof other than the fee letter described in Section 10.13. 

9.5. Several Obligations; Benefits of this Agreement. The respective obligations of the Lendershereunder are several and not joint and no Lender shall be the partner or Administrative Agent ofany other (except to the extent to which the Administrative Agent is authorized to act as such).The failure of any Lender to perform any of its obligations hereunder shall not relieve any otherLender from any of its obligations hereunder. This Agreement shall not be construed so as toconfer any right or benefit upon any Person other than the parties to this Agreement and theirrespective successors and assigns, provided, however, that the parties hereto expressly agree thatthe Arranger shall enjoy the benefits of the provisions of Sections 9.6, 9.10 and 10.11 to theextent specifically set forth therein and shall have the right to enforce such provisions on its ownbehalf and in its own name to the same extent as if it were a party to this Agreement. 

9.6. Expenses; Indemnification. (i) The Borrower shall reimburse the Administrative Agent andthe Arranger for any reasonable costs, internal charges and out-of-pocket expenses (includingattorneys' fees and time charges of attorneys for the Administrative Agent, which attorneys maybe employees of the Administrative Agent) paid or incurred by the Administrative Agent or theArranger in connection with the preparation, negotiation, execution, delivery, syndication,distribution (including, without limitation, via the internet, review, amendment, modification,and administration of the Loan Documents. The Borrower also agrees to reimburse theAdministrative Agent, the Arranger and the Lenders for any costs, internal charges andout-of-pocket expenses (including attorneys' fees and time charges of attorneys for theAdministrative Agent, the Arranger and the Lenders, which attorneys may be employees of theAdministrative Agent, the Arranger or the Lenders) paid or incurred by the AdministrativeAgent, the Arranger or any Lender in connection with the collection and enforcement of the LoanDocuments. Expenses being reimbursed by the Borrower under this Section include, withoutlimitation, costs and expenses incurred in connection with the Reports described in the followingsentence. The Borrower acknowledges that from time to time Bank One may prepare and maydistribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to theLenders) certain audit reports (the "Reports") pertaining to the Borrower's assets for internal useby Bank One from information furnished to it by or on behalf of the Borrower, after Bank Onehas exercised its rights of inspection pursuant to this Agreement. 

(ii) The Borrower hereby further agrees to indemnify the Administrative Agent, the Arranger, eachLender, their respective affiliates, and each of their directors, officers and employees against alllosses, claims, damages, penalties, judgments, liabilities and expenses (including, withoutlimitation, all expenses of litigation or preparation therefor whether or not the AdministrativeAgent, the Arranger, any Lender or any affiliate is a party thereto) which any of them may pay orincur arising out of or relating to this Agreement, the other Loan Documents, the transactionscontemplated hereby or the direct or indirect application or proposed application of the proceedsof any Loan hereunder except to the extent that they are determined in a final non-appealablejudgment by a court of competent jurisdiction to have resulted from the gross negligence orwillful misconduct of the party seeking indemnification. The obligations of the Borrower underthis Section 9.6 shall survive the termination of this Agreement. 

9.7. Numbers of Documents. All statements, notices, closing documents, and requests hereundershall be furnished to the Administrative Agent with sufficient counterparts so that theAdministrative Agent may furnish one to each of the Lenders. 

9.8. Accounting. Except as provided to the contrary herein, all accounting terms used herein shallbe interpreted and all accounting determinations hereunder shall be made in accordance withAgreement Accounting Principles, except that any calculation or determination which is to bemade on a consolidated basis (i) shall be made for the Borrower and all its Subsidiaries, and (ii)shall exclude any assets, liabilities, revenues and expenses that are included in Borrower'sfinancial statements from other "variable interest entities" as a result of the application of FINNo. 46, Consolidation of Variable Interest Entities - an Interpretation of ARB No. 51, as updatedthrough FIN No. 46-R. For the sake of clarity and the avoidance of doubt, it is understood thatMGE Power West Campus, LLC, which is a subsidiary of MGE Energy, Inc., is consolidatedinto the financial statements of the Borrower as a "variable interest entity" under the provisionsof FIN No. 46-R. 

9.9. Severability of Provisions. Any provision in any Loan Document that is held to beinoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, beinoperative, unenforceable, or invalid without affecting the remaining provisions in thatjurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction,and to this end the provisions of all Loan Documents are declared to be severable. 

9.10. Nonliability of Lenders. The relationship between the Borrower on the one hand and theLenders and the Administrative Agent on the other hand shall be solely that of borrower andlender. Neither the Administrative Agent, the Arranger nor any Lender shall have any fiduciaryresponsibilities to the Borrower. Neither the Administrative Agent, the Arranger nor any Lenderundertakes any responsibility to the Borrower to review or inform the Borrower of any matter inconnection with any phase of the Borrower's business or operations. The Borrower agrees thatneither the Administrative Agent, the Arranger nor any Lender shall have liability to theBorrower (whether sounding in tort, contract or otherwise) for losses suffered by the Borrower inconnection with, arising out of, or in any way related to, the transactions contemplated and therelationship established by the Loan Documents, or any act, omission or event occurring inconnection therewith, unless it is determined in a final non-appealable judgment by a court ofcompetent jurisdiction that such losses resulted from the gross negligence or willful misconductof the party from which recovery is sought. Neither the Administrative Agent, the Arranger norany Lender shall have any liability with respect to, and the Borrower hereby waives, releases andagrees not to sue for, any special, indirect or consequential damages suffered by the Borrower inconnection with, arising out of, or in any way related to the Loan Documents or the transactionscontemplated thereby. 

9.11. Confidentiality. Each Lender agrees to hold any confidential information which it mayreceive from the Borrower pursuant to this Agreement or in connection with any inspectionconducted pursuant to Section 6.10 in confidence, except for disclosure (i) to its Affiliates and toother Lenders and their respective Affiliates, (ii) to legal counsel, accountants, and otherprofessional advisors to such Lender or to a Transferee, (iii) to regulatory officials, (iv) to anyPerson as requested pursuant to or as required by law, regulation, or legal process, (v) to anyPerson in connection with any legal proceeding to which such Lender is a party, (vi) to suchLender's direct or indirect contractual counterparties in swap agreements or to legal counsel,accountants and other professional advisors to such counterparties, and (vii) permitted by Section12.4. 

9.12. Nonreliance. Each Lender hereby represents that it is not relying on or looking to anymargin stock (as defined in Regulation U of the Board of Governors of the Federal ReserveSystem) for the repayment of the Loans provided for herein. 

9.13. Disclosure. The Borrower and each Lender hereby acknowledge and agree that Bank Oneand/or its Affiliates from time to time may hold investments in, make other loans to or have otherrelationships with the Borrower and its Affiliates. 

**ARTICLE X****THE ADMINISTRATIVE AGENT**

10.1. Appointment; Nature of Relationship. Bank One, NA is hereby appointed by each of theLenders as its contractual representative (herein referred to as the "Administrative Agent")hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizesthe Administrative Agent to act as the contractual representative of such Lender with the rightsand duties expressly set forth herein and in the other Loan Documents. The Administrative Agentagrees to act as such contractual representative upon the express conditions contained in thisArticle X. Notwithstanding the use of the defined term "Administrative Agent," it is expresslyunderstood and agreed that the Administrative Agent shall not have any fiduciary responsibilitiesto any Lender by reason of this Agreement or any other Loan Document and that theAdministrative Agent is merely acting as the contractual representative of the Lenders with onlythose duties as are expressly set forth in this Agreement and the other Loan Documents. In itscapacity as the Lenders' contractual representative, the Administrative Agent (i) does not herebyassume any fiduciary duties to any of the Lenders, (ii) is a "representative" of the Lenders withinthe meaning of the term "secured party" as defined in the Illinois Uniform Commercial Code and(iii) is acting as an independent contractor, the rights and duties of which are limited to thoseexpressly set forth in this Agreement and the other Loan Documents. Each of the Lenders herebyagrees to assert no claim against the Administrative Agent on any agency theory or any othertheory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. 

10.2. Powers. The Administrative Agent shall have and may exercise such powers under theLoan Documents as are specifically delegated to the Administrative Agent by the terms of eachthereof, together with such powers as are reasonably incidental thereto. The AdministrativeAgent shall have no implied duties to the Lenders, or any obligation to the Lenders to take anyaction thereunder except any action specifically provided by the Loan Documents to be taken bythe Administrative Agent. 

10.3. General Immunity. Neither the Administrative Agent nor any of its directors, officers,agents or employees shall be liable to the Borrower, the Lenders or any Lender for any actiontaken or omitted to be taken by it or them hereunder or under any other Loan Document or inconnection herewith or therewith except to the extent such action or inaction is determined in afinal non-appealable judgment by a court of competent jurisdiction to have arisen from the grossnegligence or willful misconduct of such Person. 

10.4. No Responsibility for Loans, Recitals, etc. Neither the Administrative Agent nor any of itsdirectors, officers, agents or employees shall be responsible for or have any duty to ascertain,inquire into, or verify (a) any statement, warranty or representation made in connection with anyLoan Document or any borrowing hereunder; (b) the performance or observance of any of thecovenants or agreements of any obligor under any Loan Document, including, without limitation,any agreement by an obligor to furnish information directly to each Lender; (c) the satisfaction ofany condition specified in Article IV, except receipt of items required to be delivered solely tothe Administrative Agent; (d) the existence or possible existence of any Default or UnmaturedDefault; (e) the validity, enforceability, effectiveness, sufficiency or genuineness of any LoanDocument or any other instrument or writing furnished in connection therewith; (f) the value,sufficiency, creation, perfection or priority of any Lien in any collateral security; or (g) thefinancial condition of the Borrower or any guarantor of any of the Obligations or of any of theBorrower's or any such guarantor's respective Subsidiaries. The Administrative Agent shall haveno duty to disclose to the Lenders information that is not required to be furnished by theBorrower to the Administrative Agent at such time, but is voluntarily furnished by the Borrowerto the Administrative Agent (either in its capacity as Administrative Agent or in its individualcapacity). 

10.5. Action on Instructions of Lenders. The Administrative Agent shall in all cases be fullyprotected in acting, or in refraining from acting, hereunder and under any other Loan Documentin accordance with written instructions signed by the Required Lenders, and such instructionsand any action taken or failure to act pursuant thereto shall be binding on all of the Lenders. TheLenders hereby acknowledge that the Administrative Agent shall be under no duty to take anydiscretionary action permitted to be taken by it pursuant to the provisions of this Agreement orany other Loan Document unless it shall be requested in writing to do so by the RequiredLenders. The Administrative Agent shall be fully justified in failing or refusing to take any actionhereunder and under any other Loan Document unless it shall first be indemnified to itssatisfaction by the Lenders pro rata against any and all liability, cost and expense that it mayincur by reason of taking or continuing to take any such action. 

10.6. Employment of Administrative Agents and Counsel. The Administrative Agent mayexecute any of its duties as Administrative Agent hereunder and under any other Loan Documentby or through employees, agents, and attorneys-in-fact and shall not be answerable to theLenders, except as to money or securities received by it or its authorized agents, for the default ormisconduct of any such agents or attorneys-in-fact selected by it with reasonable care. TheAdministrative Agent shall be entitled to advice of counsel concerning the contractualarrangement between the Administrative Agent and the Lenders and all matters pertaining to theAdministrative Agent's duties hereunder and under any other Loan Document. 

10.7. Reliance on Documents; Counsel. The Administrative Agent shall be entitled to rely uponany Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or documentbelieved by it to be genuine and correct and to have been signed or sent by the proper person orpersons, and, in respect to legal matters, upon the opinion of counsel selected by theAdministrative Agent, which counsel may be employees of the Administrative Agent. 

10.8. Administrative Agent's Reimbursement and Indemnification. The Lenders agree toreimburse and indemnify the Administrative Agent ratably in proportion to their respectiveCommitments (or, if the Commitments have been terminated, in proportion to theirCommitments immediately prior to such termination) (i) for any amounts not reimbursed by theBorrower for which the Administrative Agent is entitled to reimbursement by the Borrowerunder the Loan Documents, (ii) for any other expenses incurred by the Administrative Agent onbehalf of the Lenders, in connection with the preparation, execution, delivery, administration andenforcement of the Loan Documents (including, without limitation, for any expenses incurred bythe Administrative Agent in connection with any dispute between the Administrative Agent andany Lender or between two or more of the Lenders) and (iii) for any liabilities, obligations,losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of anykind and nature whatsoever which may be imposed on, incurred by or asserted against theAdministrative Agent in any way relating to or arising out of the Loan Documents or any otherdocument delivered in connection therewith or the transactions contemplated thereby (including,without limitation, for any such amounts incurred by or asserted against the AdministrativeAgent in connection with any dispute between the Administrative Agent and any Lender orbetween two or more of the Lenders), or the enforcement of any of the terms of the LoanDocuments or of any such other documents, provided that (i) no Lender shall be liable for any ofthe foregoing to the extent any of the foregoing is found in a final non-appealable judgment by acourt of competent jurisdiction to have resulted from the gross negligence or willful misconductof the Administrative Agent and (ii) any indemnification required pursuant to Section 3.5(vii)shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender inaccordance with the provisions thereof. The obligations of the Lenders under this Section 10.8shall survive payment of the Obligations and termination of this Agreement. 

10.9. Notice of Default. The Administrative Agent shall not be deemed to have knowledge ornotice of the occurrence of any Default or Unmatured Default hereunder unless theAdministrative Agent has received written notice from a Lender or the Borrower referring to thisAgreement describing such Default or Unmatured Default and stating that such notice is a"notice of default". In the event that the Administrative Agent receives such a notice, theAdministrative Agent shall give prompt notice thereof to the Lenders. 

10.10. Rights as a Lender. In the event the Administrative Agent is a Lender, the AdministrativeAgent shall have the same rights and powers hereunder and under any other Loan Document withrespect to its Commitment and its Loans as any Lender and may exercise the same as though itwere not the Administrative Agent, and the term "Lender" or "Lenders" shall, at any time whenthe Administrative Agent is a Lender, unless the context otherwise indicates, include theAdministrative Agent in its individual capacity. The Administrative Agent and its Affiliates mayaccept deposits from, lend money to, and generally engage in any kind of trust, debt, equity orother transaction, in addition to those contemplated by this Agreement or any other LoanDocument, with the Borrower or any of its Subsidiaries in which the Borrower or suchSubsidiary is not restricted hereby from engaging with any other Person. The AdministrativeAgent, in its individual capacity, is not obligated to remain a Lender. 

10.11. Lender Credit Decision. Each Lender acknowledges that it has, independently and withoutreliance upon the Administrative Agent, the Arranger or any other Lender and based on thefinancial statements prepared by the Borrower and such other documents and information as ithas deemed appropriate, made its own credit analysis and decision to enter into this Agreementand the other Loan Documents. Each Lender also acknowledges that it will, independently andwithout reliance upon the Administrative Agent, the Arranger or any other Lender and based onsuch documents and information as it shall deem appropriate at the time, continue to make itsown credit decisions in taking or not taking action under this Agreement and the other LoanDocuments. Except for any notice, report, document or other information expressly required tobe furnished to the Lenders by the Administrative Agent or Arranger hereunder, neither theAdministrative Agent nor the Arranger shall have any duty or responsibility (either initially or ona continuing basis) to provide any Lender with any notice, report, document, credit informationor other information concerning the affairs, financial condition or business of the Borrower orany of its Affiliates that may come into the possession of the Administrative Agent or Arranger(whether or not in their respective capacity as Administrative Agent or Arranger) or any of theirAffiliates. 

10.12. Successor Administrative Agent. The Administrative Agent may resign at any time bygiving written notice thereof to the Lenders and the Borrower, such resignation to be effectiveupon the appointment of a successor Administrative Agent or, if no successor AdministrativeAgent has been appointed, forty-five days after the retiring Administrative Agent gives notice ofits intention to resign. The Administrative Agent may be removed at any time with or withoutcause by written notice received by the Administrative Agent from the Required Lenders, suchremoval to be effective on the date specified by the Required Lenders. Upon any such resignationor removal, the Required Lenders shall have the right to appoint, on behalf of the Borrower andthe Lenders, a successor Administrative Agent. If no successor Administrative Agent shall havebeen so appointed by the Required Lenders within thirty days after the resigning AdministrativeAgent's giving notice of its intention to resign, then the resigning Administrative Agent mayappoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent.Notwithstanding the previous sentence, the Administrative Agent may at any time without theconsent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bankas a successor Administrative Agent hereunder. If the Administrative Agent has resigned or beenremoved and no successor Administrative Agent has been appointed, the Lenders may performall the duties of the Administrative Agent hereunder and the Borrower shall make all payments inrespect of the Obligations to the applicable Lender and for all other purposes shall deal directlywith the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunderuntil such successor Administrative Agent has accepted the appointment. Any such successorAdministrative Agent shall be a commercial bank having capital and retained earnings of at least$100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by asuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed toand become vested with all the rights, powers, privileges and duties of the resigning or removedAdministrative Agent. Upon the effectiveness of the resignation or removal of the AdministrativeAgent, the resigning or removed Administrative Agent shall be discharged from its duties andobligations hereunder and under the Loan Documents. After the effectiveness of the resignationor removal of an Administrative Agent, the provisions of this Article X shall continue in effectfor the benefit of such Administrative Agent in respect of any actions taken or omitted to betaken by it while it was acting as the Administrative Agent hereunder and under the other LoanDocuments. In the event that there is a successor to the Administrative Agent by merger, or theAdministrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section10.12, then the term "Prime Rate" as used in this Agreement shall mean the prime rate, base rateor other analogous rate of the new Administrative Agent. 

10.13. Administrative Agent and Arranger Fees. The Borrower agrees to pay to theAdministrative Agent and the Arranger, for their respective accounts, the fees agreed to by theBorrower, the Administrative Agent and the Arranger from time to time. 

10.14. Delegation to Affiliates. The Borrower and the Lenders agree that the AdministrativeAgent may delegate any of its duties under this Agreement to any of its Affiliates. Any suchAffiliate (and such Affiliate's directors, officers, agents and employees) which performs duties inconnection with this Agreement shall be entitled to the same benefits of the indemnification,waiver and other protective provisions to which the Administrative Agent is entitled underArticles IX and X. 

10.15. Other Agents. The Syndication Agent and the Managing Agents, in the respectivecapacities as such, shall not have any duties or obligations of any kind under this Agreement. 

**ARTICLE XI****SETOFF; RATABLE PAYMENTS**

11.1. Setoff. In addition to, and without limitation of, any rights of the Lenders under applicablelaw, if the Borrower becomes insolvent, however evidenced, or any Default occurs, any and alldeposits (including all account balances, whether provisional or final and whether or notcollected or available) and any other Indebtedness at any time held or owing by any Lender orany Affiliate of any Lender to or for the credit or account of the Borrower may be offset andapplied toward the payment of the Obligations owing to such Lender, whether or not theObligations, or any part thereof, shall then be due. 

11.2. Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to itupon its Loans (other than payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greaterproportion than that received by any other Lender, such Lender agrees, promptly upon demand,to purchase a portion of the Loans held by the other Lenders so that after such purchase eachLender will hold its ratable proportion of Loans. If any Lender, whether in connection with setoffor amounts which might be subject to setoff or otherwise, receives collateral or other protectionfor its Obligations or such amounts which may be subject to setoff, such Lender agrees, promptlyupon demand, to take such action necessary such that all Lenders share in the benefits of suchcollateral ratably in proportion to their Loans. In case any such payment is disturbed by legalprocess, or otherwise, appropriate further adjustments shall be made. 

**ARTICLE XII****BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS**

12.1. Successors and Assigns. The terms and provisions of the Loan Documents shall be bindingupon and inure to the benefit of the Borrower and the Lenders and their respective successors andassigns, except that (i) the Borrower shall not have the right to assign its rights or obligationsunder the Loan Documents and (ii) any assignment by any Lender must be made in compliancewith Section 12.3. The parties to this Agreement acknowledge that clause (ii) of this Section 12.1relates only to absolute assignments and does not prohibit assignments creating security interests,including, without limitation, (x) any pledge or assignment by any Lender of all or any portion ofits rights under this Agreement and any Note to a Federal Reserve Bank or (y) in the case of aLender which is a Fund, any pledge or assignment of all or any portion of its rights under thisAgreement and any Note to its trustee in support of its obligation to its trustees; provided,however, that no such pledge or assignment creating a security interest shall release the transferorLender from its obligations hereunder unless and until the parties thereto have complied with theprovisions of Section 12.3. The Administrative Agent may treat the Person which made any Loanor which holds any Note as the owner thereof for all purposes hereof unless and until such Personcomplies with Section 12.3; provided, however, that the Administrative Agent may in itsdiscretion (but shall not be required to) follow instructions from the Person which made anyLoan or which holds any Note to direct payments relating to such Loan or Note to anotherPerson. Any assignee of the rights to any Loan or any Note agrees by acceptance of suchassignment to be bound by all the terms and provisions of the Loan Documents. Any request,authority or consent of any Person, who at the time of making such request or giving suchauthority or consent is the owner of the rights to any Loan (whether or not a Note has been issuedin evidence thereof), shall be conclusive and binding on any subsequent holder or assignee of therights to such Loan. 

12.2. Participations. 

12.2.1. Permitted Participants; Effect. Any Lender may at any time sell to one or more banks orother entities ("Participants") participating interests in any Loan owing to such Lender, any Noteheld by such Lender, any Commitment of such Lender or any other interest of such Lender underthe Loan Documents. In the event of any such sale by a Lender of participating interests to aParticipant, such Lender's obligations under the Loan Documents shall remain unchanged, suchLender shall remain solely responsible to the other parties hereto for the performance of suchobligations, such Lender shall remain the owner of its Loans and the holder of any Note issued toit in evidence thereof for all purposes under the Loan Documents, all amounts payable by theBorrower under this Agreement shall be determined as if such Lender had not sold suchparticipating interests, and the Borrower and the Administrative Agent shall continue to dealsolely and directly with such Lender in connection with such Lender's rights and obligationsunder the Loan Documents. 

12.2.2. Voting Rights. Each Lender shall retain the sole right to approve, without the consent ofany Participant, any amendment, modification or waiver of any provision of the Loan Documentsother than any amendment, modification or waiver with respect to any Loan or Commitment inwhich such Participant has an interest which would require consent of all of the Lenders pursuantto the terms of Section 8.2 or of any other Loan Document. 

12.2.3. Benefit of Setoff. The Borrower agrees that each Participant shall be deemed to have theright of setoff provided in Section 11.1 in respect of its participating interest in amounts owingunder the Loan Documents to the same extent as if the amount of its participating interest wereowing directly to it as a Lender under the Loan Documents, provided that each Lender shallretain the right of setoff provided in Section 11.1 with respect to the amount of participatinginterests sold to each Participant. The Lenders agree to share with each Participant, and eachParticipant, by exercising the right of setoff provided in Section 11.1, agrees to share with eachLender, any amount received pursuant to the exercise of its right of setoff, such amounts to beshared in accordance with Section 11.2 as if each Participant were a Lender. 

12.3. Assignments. 

12.3.1. Permitted Assignments. Any Lender may at any time assign to one or more banks or otherentities ("Purchasers") all or any part of its rights and obligations under the Loan Documents.Such assignment shall be substantially in the form of Exhibit C or in such other form as may beagreed to by the parties thereto. The consent of the Borrower and the Administrative Agent shallbe required prior to an assignment becoming effective with respect to a Purchaser which is not aLender or an Affiliate thereof; provided, however, that if a Default has occurred and iscontinuing, the consent of the Borrower shall not be required. Such consent shall not beunreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is nota Lender or an Affiliate thereof shall (unless each of the Borrower and the Administrative Agentotherwise consents) be in an amount not less than the lesser of (i) $5,000,000 or (ii) theremaining amount of the assigning Lender's Commitment (calculated as at the date of suchassignment) or outstanding Loans (if the applicable Commitment has been terminated). 

12.3.2. Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an assignment,together with any consents required by Section 12.3.1, and (ii) payment of a $4,000 fee to theAdministrative Agent for processing such assignment (unless such fee is waived by theAdministrative Agent), such assignment shall become effective on the effective date specified insuch assignment. The assignment shall contain a representation by the Purchaser to the effect thatnone of the consideration used to make the purchase of the Commitment and Loans under theapplicable assignment agreement constitutes "plan assets" as defined under ERISA and that therights and interests of the Purchaser in and under the Loan Documents will not be "plan assets"under ERISA. On and after the effective date of such assignment, such Purchaser shall for allpurposes be a Lender party to this Agreement and any other Loan Document executed by or onbehalf of the Lenders and shall have all the rights and obligations of a Lender under the LoanDocuments, to the same extent as if it were an original party hereto, and no further consent oraction by the Borrower, the Lenders or the Administrative Agent shall be required to release thetransferor Lender with respect to the percentage of the Aggregate Commitment and Loansassigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuantto this Section 12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, ifthe transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, makeappropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued tosuch transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to suchPurchaser, in each case in principal amounts reflecting their respective Commitments, as adjustedpursuant to such assignment. 

12.3.3. Register. The Administrative Agent, acting solely for this purpose as an agent of theBorrower, shall maintain at one of its offices in the United States a copy of each Assignment andAssumption delivered to it and a register for the recordation of the names and addresses of theLenders, and the Commitments of, and principal amounts of the Loans owing to, each Lenderpursuant to the terms hereof from time to time (the "Register"). The entries in the Register shallbe conclusive, and the Borrower, the Administrative Agent and the Lenders may treat eachPerson whose name is recorded in the Register pursuant to the terms hereof as a Lenderhereunder for all purposes of this Agreement, notwithstanding notice to the contrary. TheRegister shall be available for inspection by the Borrower at any reasonable time and from timeto time upon reasonable prior notice. 

12.4. Dissemination of Information. The Borrower authorizes each Lender to disclose to anyParticipant or Purchaser or any other Person acquiring an interest in the Loan Documents byoperation of law (each a "Transferee") and any prospective Transferee any and all information insuch Lender's possession concerning the creditworthiness of the Borrower and its Subsidiaries,including without limitation any information contained in any Reports; provided that eachTransferee and prospective Transferee agrees to be bound by Section 9.11 of this Agreement. 

12.5. Tax Treatment. If any interest in any Loan Document is transferred to any Transferee whichis organized under the laws of any jurisdiction other than the United States or any State thereof,the transferor Lender shall cause such Transferee, concurrently with the effectiveness of suchtransfer, to comply with the provisions of Section 3.5(iv). 

**ARTICLE XIII****NOTICES**

13.1. Notices. Except as otherwise permitted by Section 2.14 with respect to borrowing notices,all notices, requests and other communications to any party hereunder shall be in writing(including electronic transmission, facsimile transmission or similar writing) and shall be givento such party: (x) in the case of the Borrower or the Administrative Agent, at its address orfacsimile number set forth on the signature pages hereof, (y) in the case of any Lender, at itsaddress or facsimile number set forth in its administrative questionnaire delivered to theAdministrative Agent or (z) in the case of any party, at such other address or facsimile number assuch party may hereafter specify for the purpose by notice to the Administrative Agent and theBorrower in accordance with the provisions of this Section 13.1. Each such notice, request orother communication shall be effective (i) if given by facsimile transmission, when transmitted tothe facsimile number specified in this Section and confirmation of receipt is received, (ii) if givenby mail, 72 hours after such communication is deposited in the mails with first class postageprepaid, addressed as aforesaid, or (iii) if given by any other means, when delivered (or, in thecase of electronic transmission, received) at the address specified in this Section; provided thatnotices to the Administrative Agent under Article II shall not be effective until received. 

13.2. Electronic Communications. Notices and other communications to the Lenders may bedelivered or furnished by electronic communication (including e-mail and internet or intranetwebsites) pursuant to procedures approved by the Administrative Agent or as otherwisedetermined by the Administrative Agent, provided that the foregoing shall not apply to notices toany Lender pursuant to Article II if such Lender has notified the Administrative Agent that it isincapable of receiving notices under such Article by electronic communication. TheAdministrative Agent or the Borrower may, in its respective discretion, agree to accept noticesand other communications to it hereunder by electronic communications pursuant to proceduresapproved by it or as it otherwise determines, provided that such determination or approval maybe limited to particular notices or communications. 

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sentto an e-mail address shall be deemed received upon the sender's receipt of an acknowledgementfrom the intended recipient (such as by the "return receipt requested" function, as available,return e-mail or other written acknowledgement), provided that if such notice or othercommunication is not given during the normal business hours of the recipient, such notice orcommunication shall be deemed to have been given at the opening of business on the nextBusiness Day for the recipient, and (ii) notices or communications posted to an Internet orintranet website shall be deemed received upon the deemed receipt by the intended recipient at itse-mail address as described in the foregoing clause (i) of notification that such notice orcommunication is available and identifying the website address therefor.

13.3. Change of Address. The Borrower, the Administrative Agent and any Lender may eachchange the address for service of notice upon it by a notice in writing to the other parties hereto. 

**ARTICLE XIV****COUNTERPARTS; EFFECTIVENESS; TERMINATION OF EXISTING AGREEMENT**

This Agreement may be executed in any number of counterparts, all of which taken together shallconstitute one agreement, and any of the parties hereto may execute this Agreement by signingany such counterpart. This Agreement shall become effective when (a) it has been executed bythe Borrower, the Administrative Agent and the Lenders and each party has notified theAdministrative Agent by facsimile transmission or telephone that it has taken such action and (b)the Borrower has paid all outstanding fees and other amounts payable by the Borrower under theExisting Credit Agreements. 

**ARTICLE XV****CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL**

15.1. CHOICE OF LAW. **THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAININGA CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED INACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF WISCONSIN, BUTGIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.**

15.2. WAIVER OF JURY TRIAL. **THE BORROWER, THE ADMINISTRATIVE AGENTAND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIALPROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHERSOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THERELATIONSHIP ESTABLISHED THEREUNDER.**

IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent haveexecuted this Agreement as of the date first above written.

MADISON GAS AND ELECTRIC COMPANY

By:Title: Vice President and Treasurer133 S. Blair St.Madison, WI 53701Attention: Vice President and TreasurerTelephone: 608-252-7149Fax: 608-252-7098

Commitment$15,000,000.00BANK ONE, NA, as Administrative Agent and a LenderBy:Title:1 Bank One PlazaChicago, Illinois 60670Attention: Bob BussaTelephone: 312-325-3008Fax: 312-325-3030

Commitment$12,500,000.00U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent and a LenderBy:Title:Commitment$10,000,000.00MARSHALL & ILSLEY BANK as a Managing Agent and a LenderBy:Title:Commitment$7,500,000.00ASSOCIATED BANK, N.A., as a Managing Agent and a LenderBy:Title: 

**PRICING SCHEDULE**