EXECUTION COPY







FIRST
AMENDMENT




This
First Amendment dated as of August 28, 2009 (this "Amendment") amends the
Credit Agreement dated as of December 30, 2008 (the "Credit Agreement")
among MGE Energy, Inc. (the "Borrower"), various lenders and JPMorgan
Chase Bank, N.A., as administrative agent (in such capacity, the
"Administrative Agent"). Capitalized terms used but not defined herein
have the meanings assigned to such terms in the Credit Agreement.




WHEREAS,
the parties hereto have agreed to amend the Credit Agreement in certain respects
as more fully set forth below;




NOW,
THEREFORE, the parties hereto agree as follows:




Section
1.

Amendments.

Subject
to satisfaction of the conditions precedent set forth in Section 3, the
Credit Agreement is amended as follows:




1.1

Amendments
to Section 1.1. Section 1.1 is amended as follows: 




1.1.1

The
definition of "Aggregate Commitment" is amended by deleting the reference to
"$20,000,000" therein and substituting "$40,000,000" therefor.




1.1.2

The
definition of "Eurodollar Rate" is amended by deleting the reference to "1%" in
clause (ii) thereof and substituting "1.5%" therefor.




1.1.3

The
definition of "Facility Termination Date" is amended by deleting the reference
to "September 30, 2009" therein and substituting "August 27, 2010" therefor.




1.2

Amendments
to Section 2.4. Section 2.4 is amended by (a) deleting the reference to
"0.125%" in the first sentence thereof and substituting "0.10%" therefor and (b)
deleting the reference to "0.175%" in the second sentence thereof and
substituting "0.15%" therefor.




1.3

Amendment
of Schedule I. The existing Schedule I is replaced by Schedule I
hereto.




Section
2.

Representations
and Warranties. The Borrower represents and warrants as follows:




2.1

Authorization
and Validity. The Borrower has the power and authority and legal right to
execute and deliver this Amendment and to perform its obligations under this
Amendment and the Credit Agreement as amended hereby (the "Amended Credit
Agreement"). The execution and delivery by the Borrower of this Amendment
and the performance by the Borrower of its obligations under this Amendment and
the Amended Credit Agreement have been duly authorized by proper corporate
proceedings, and this Amendment and the Amended Credit Agreement constitute
legal, valid and binding obligations of the Borrower enforceable against the
Borrower in accordance with their terms, except as enforceability may be limited
by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally or by equitable principles.



        2.2 No
Conflict; Government Consent. None of the execution and delivery by the
Borrower of this Amendment, the consummation of the transactions contemplated by
this Amendment and the Amended Credit Agreement or compliance by the Borrower
with the provisions of this Amendment and the Amended Credit Agreement will
violate (a) any law, rule, regulation, order, writ, judgment, injunction, decree
or award binding on the Borrower or any of its Principal Subsidiaries, (b) the
Borrower's or any Principal Subsidiary's articles or certificate of
incorporation, partnership agreement, certificate of partnership, articles or
certificate of organization, by-laws, or operating or other management
agreement, as the case may be, or (c) the provisions of any indenture,
instrument or agreement to which the Borrower or any of its Principal
Subsidiaries is a party or is subject, or by which it, or its Property, is
bound, or conflict with or constitute a default thereunder, or result in, or
require, the creation or imposition of any Lien in, of or on the Property of the
Borrower or a Principal Subsidiary pursuant to the terms of any 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 other action in respect of any governmental or public body or
authority, or any subdivision thereof, that has not been obtained by the
Borrower or any of its Principal Subsidiaries, is required to be obtained by the
Borrower or any of its Principal Subsidiaries in connection with (i) the
execution and delivery of this Amendment, (ii) the borrowings under the Amended
Credit Agreement, (iii) the payment and performance by the Borrower of the
Obligations or (iv) the legality, validity, binding effect or enforceability of
this Amendment or the Amended Credit Agreement.

Section
3.

Effective
Date. This Amendment shall become effective as of the date on which the
Administrative Agent has received all of the following (the "Effective
Date"):




3.1

 counterparts
hereof executed by the Borrower and all Lenders;




3.2

 evidence
that the Borrower has paid all amounts outstanding under the Bilateral Facility
(as defined below) and the 8/29/08 Syndicated Facility (as defined below);




3.3

a
written opinion of the Borrower's counsel addressed to the Lenders,
substantially in the form of Exhibit A; 




3.4

a
certificate, executed by the chief financial officer or treasurer of the
Borrower, stating that no Default or Unmatured Default has occurred and is
continuing; 




3.5

a
certificate, executed by the Secretary or an Assistant Secretary of the
Borrower, attaching (a) the restated articles or the certificate of
incorporation of the Borrower, together with all amendments, (b) a copy of the
Borrower's by-laws, (c) a list of the names and titles of the officers of the
Borrower that are authorized to execute and deliver this Amendment and the
documents contemplated hereby and by the Amended Credit Agreement, together with
a specimen signature of each such officer, (d) resolutions authorizing the
execution of this Amendment and (e) a certificate of good standing certified by
the appropriate governmental officer in the Borrower's jurisdiction of
organization; and 




3.6

payment
(for the account of each Lender) of a non-refundable amendment fee in an amount
equal to .10% of such Lender's Commitment after giving effect to this
Amendment.




Section
4.

Miscellaneous.




4.1

Termination
of Other Facility. The parties hereto agree that, concurrently with the
effectiveness hereof, the Credit Agreement dated as of August 29, 2008
("8/29/08 Syndicated 





Facility")
among the parties hereto shall terminate and be of no further force or effect
(except for provisions thereof that by their terms survive termination
thereof).




4.2

Continuing Effectiveness. Except as expressly set forth
herein, the Credit Agreement shall remain in full force and effect and is
ratified, approved and confirmed in all respects.

4.3

Counterparts.
This Amendment may be executed in any number of counterparts, all of which taken
together shall constitute one agreement, and any of the parties hereto may
execute this Amendment by signing any such counterpart. Delivery to the
Administrative Agent of a counterpart hereof, or a signature page hereto, by
facsimile or electronically in a pdf or similar file shall be effective as
delivery of an original manually-executed counterpart hereof.




4.4

Incorporation
by Reference. The provisions of Section 9.6 and Article XV of the Credit
Agreement are incorporated herein by reference as if fully set forth herein,
mutatis mutandis.




4.5

Governing
Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF WISCONSIN, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO
NATIONAL BANKS.




4.6

Successors
and Assigns. This Amendment shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.




[Signature Page Follows]




IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
first above written.




MGE
ENERGY, INC., as Borrower




By:
/s/ Jeffrey C. Newman

Name:
Jeffrey C. Newman

Title:
V.P., CFO, Secretary and Treasurer







JPMORGAN
CHASE BANK, N.A., as Administrative Agent and as a Lender




By:
/s/ David N. Slezewski

Name:
David N. Slezewski

Title:
Vice President







U.S.
BANK NATIONAL ASSOCIATION, as Syndication Agent and as a Lender




By:
/s/ Mary Pat Williams

Name:
Mary Pat Williams

Title:
Vice President




 

SCHEDULE
I

 

LENDERS AND COMMITMENTS







		
	
Lender

	
Commitment

	
JPMorgan Chase
Bank, N.A.
	
$20,000,000

	
U.S. Bank
National Association
	
$20,000,000

	


	



	
Total
	
$40,000,000