EXHIBIT 4.6
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CUSIP NUMBER AGENT'S NAME MADISON GAS AND ELECTRIC COMPANY
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PRINCIPAL SUM SETTLEMENT DATE INTEREST RATE BASIS DATE OF TRANSFER INITIAL
(ORIGINAL ISSUE DATE) AND INDEX MATURITY INTEREST
RATE %
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TRADE DATE AGENT'S COMMISSION STATED MATURITY INITIAL TAXPAYER ID PRICE 100%
REDEMPTION OR SOC SEC NO. (UNLESS
DATE OF PURCHASER OTHERWISE
INDICATED)
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NAME AND ADDRESS OF REGISTERED OWNER SECURED MEDIUM-TERM NOTE TRUSTEE AND PAYING AGENT
SERIES A (FLOATING RATE) M&I FIRST NATIONAL BANK
CONFIRMATION
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CUSTOMER'S RETAIN FOR TAX THE TIME OF THE TRANSACTION PLEASE SIGN AND SEE REVERSE SIDE
COPY PURPOSES WILL BE FURNISHED UPON RETURN ENCLOSED
REQUEST OF THE CUSTOMER RECEIPT
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REGISTERED REGISTERED
NO. ____
MADISON GAS AND ELECTRIC COMPANY
SECURED MEDIUM-TERM NOTE, SERIES A
(Floating Rate)
If this security is issued with original issue discount ("OID"), the "Total
Amount of OID", "Yield to Stated Maturity" and "Initial Accrual Period OID"
(computed under the approximate method) will be as set forth below for United
States federal income tax purposes.
PRINCIPAL SUM: INITIAL REDEMPTION DATE:
ORIGINAL ISSUE DATE: REDEMPTION PERCENTAGE:
INTEREST RATE BASIS: ANNUAL REDEMPTION PERCENTAGE:
INDEX MATURITY: STATED MATURITY:
INITIAL INTEREST RATE: SPREAD (plus or minus):
INTEREST PAYMENT PERIOD: SPREAD MULTIPLIER:
INTEREST RESET PERIOD: MAXIMUM INTEREST RATE:
INTEREST PAYMENT DATES: MINIMUM INTEREST RATE:
INTEREST RESET DATES: CALCULATION DATES:
INTEREST DETERMINATION DATES: CALCULATION AGENT:
TOTAL AMOUNT OF OID: YIELD TO STATED MATURITY:
(for OID purposes):
INITIAL ACCRUAL PERIOD OID:
If applicable as described above, the redemption price shall initially be
the Redemption Percentage of the principal amount of this Note to be redeemed
and shall decline at each anniversary of the Initial Redemption Date by the
Annual Redemption Percentage of the principal amount to be redeemed until the
redemption price is 100% of such principal amount.
MADISON GAS AND ELECTRIC COMPANY, a Wisconsin corporation (herein called
the "Company", which term includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay
to
or registered assigns, the Principal Sum stated above at the Stated Maturity
specified above and to pay interest thereon at a rate per annum equal to the
Initial Interest Rate specified above until the first Interest Reset Date and
thereafter at a rate
determined in accordance with the provisions on the reverse hereof, depending
upon the Interest Rate Basis specified above, until the principal hereof is paid
or duly made available for payment. The Company will pay interest monthly,
quarterly, semi-annually or annually as specified above as the Interest Payment
Period on each interest payment date specified above (each, an "Interest Payment
Date"), commencing with the first Interest Payment Date next succeeding the
Original Issue Date specified above, and at Stated Maturity or, if applicable,
upon redemption, provided, however, that the first payment of interest on this
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Note, if the Original Issue Date is between a Record Date, as defined below, and
an Interest Payment Date or on an Interest Payment Date, shall be made on the
Interest Payment Date following the next succeeding Record Date to the person in
whose name this Note is registered on such Record Date, and provided, further,
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that if an Interest Payment Date would fall on a day that is not a Business Day,
as defined on the reverse hereof, such Interest Payment Date shall be the
following day that is a Business Day, except that if the Interest Rate Basis is
LIBOR and such next Business Day falls in the next calendar month, such Interest
Payment Date shall be the next preceding day that is a Business Day.
Interest on this Note shall accrue from and including the most recent
Interest Payment Date to which interest has been paid or duly made available for
payment, unless no interest has been paid on this Note, in which case from and
including the Original Issue Date specified above, until payment of the
principal hereof has been made or duly made available for payment, provided,
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however, that if the Interest Reset Period specified above is daily or weekly,
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interest hereon shall accrue from and including the day following the most
recent Record Date to which interest has been paid or duly made available for
payment, or, if no interest has been paid, from and including the Original Issue
Date, and provided, further, that unless otherwise indicated above, the interest
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payable on any Interest Payment Date shall be the amount of interest accrued to,
but excluding, the Interest Payment Date (except that if the Interest Reset
Period specified above is daily or weekly, the interest payable on any Interest
Payment Date shall be the amount of interest accrued to and including the Record
Date next preceding such Interest Payment Date), and the interest payable at
Stated Maturity, or, if applicable, upon redemption shall include interest
accrued to, but excluding, Stated Maturity or, if applicable, the date of
redemption. The interest so payable and punctually paid or duly made available
for payment on any Interest Payment Date shall be paid to the person in whose
name this Note (or one or more predecessor Notes) is registered at the close of
business on the date 15 calendar days prior to an Interest Payment Date (whether
or not a Business Day) (the "Record Date"), provided, however, that interest
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payable at Stated Maturity or, if applicable, upon redemption shall be payable
to the person to whom the principal hereof shall be payable. If the Company
shall not punctually pay or provide payment for interest payable on an Interest
Payment Date, such Defaulted Interest shall be paid to the person in whose name
this Note is registered at the close of business on a special record date for
the payment of such Defaulted Interest established by notice to the registered
Holders of Notes not less than 15 days preceding such special record date.
Payment of the principal and premium, if any, and interest payable at
Stated Maturity, or upon redemption, if applicable, on this Note shall be made
at the Corporate Trust Office of the Trustee in West Bend, Wisconsin, in each
case in immediately available funds and provided that this Note is presented in
time for the Paying Agent or the Company, if applicable, to make such payments
in such funds in accordance with its normal procedures. Payment of interest
shall be made by check mailed to the registered address of the person entitled
thereto, unless such person and the Company have agreed that such payment shall
be made by wire transfer in immediately available funds.
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REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH
ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the Certificate of Authentication hereon has been manually executed
by the Trustee under the Indenture referred to on the reverse hereof, the Holder
of this Note shall not be entitled to any benefit under the Indenture nor shall
this Note be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and a facsimile of its corporate seal to be
imprinted hereon.
Dated:
TRUSTEE'S CERTIFICATE OF MADISON GAS AND ELECTRIC
AUTHENTICATION COMPANY
This is one of the Securities By:
of the series designated herein Vice President
referred to in the within-mentioned
Indenture. Attest:
Secretary
M&I FIRST NATIONAL BANK,
as Trustee
[Facsimile Corporate Seal]
By:
Authorized Signature
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MADISON GAS AND ELECTRIC COMPANY
Secured Medium-Term Note, Series A
(Floating Rate)
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes") issued or to be issued under an indenture dated as
of March 1, 1994 (herein called the "Indenture"), between the Company and M&I
First National Bank, as trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the respective rights and duties thereunder of the Trustee, the Company and the
Holders of the Notes and the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated on the
face hereof. The Notes will not be subject to any sinking fund or analogous
provision. This Note, together with any other Notes heretofore, concurrently or
hereafter issued by the Company in accordance with the Indenture, shall be
equally and ratably secured by and entitled to the benefits of the Company's
First Mortgage Bonds, 2029 Series, delivered and pledged to the Trustee pursuant
to the Indenture and the First Mortgage (as defined therein).
This Note will bear interest at the rate determined by reference to the
Interest Rate Basis shown on the face hereof (i) plus or minus the Spread, if
any, or (ii) multiplied by the Spread Multiplier, if any, specified on the face
hereof. The "Interest Rate Basis" shall be the rate determined in accordance
with the applicable provision below. The rate of interest on this Note will be
reset either daily, weekly, monthly, quarterly, semi-annually or annually as
specified on the face hereof (the "Interest Reset Period"). Commencing on the
first Interest Reset Date, the rate at which interest on this Note is payable
shall be reset as of each Interest Reset Date. Unless otherwise provided on the
face hereof, the Interest Reset Date will be, in the case of a Note which resets
daily, each Business Day; in the case of a Note (other than a Note with the
Treasury Rate as the Interest Rate Basis (a "Treasury Rate Note")) which resets
weekly, the Wednesday of each week; in the case of a Treasury Rate Note which
resets weekly, the Tuesday of each week; in the case of a Note which resets
monthly, the third Wednesday of each month; in the case of a Note which resets
quarterly, the third Wednesday of March, June, September and December; in the
case of a Note which resets semi-annually, the third Wednesday of the two months
set forth on the face hereof; and in the case of a Note which resets annually,
the third Wednesday of the month set forth on the face hereof. If any Interest
Reset Date would otherwise be a day that is not a Business Day, the Interest
Reset Date shall be postponed until the next Business Day, except that in the
case of a LIBOR Note, if the Business Day is in the next succeeding calendar
month, such Interest Reset Date shall be the immediately preceding Business Day.
"Business Day" means any day other than a Saturday or a Sunday that (a) is not a
day on which banking institutions in West Bend, Wisconsin, or in New York, New
York, are authorized or obligated by law or executive order to be closed, and
(b) with respect to LIBOR Notes only, is a day on which dealings in deposits in
U.S. dollars are transacted in the London interbank market.
Accrued interest hereon shall be an amount calculated by multiplying the
face amount hereof by an accrued interest factor. Such accrued interest factor
shall be computed by adding the interest factor calculated for each day from the
Original Issue Date or from the day succeeding the last date for which interest
shall have been paid or duly made available for payment, as the case may be, to
but excluding the date for which accrued interest is being calculated. The
interest factor for each day shall be computed by dividing the interest rate
applicable to such day by 360 in the case of the Commercial Paper Rate, Prime
Rate, CD Rate, Federal Funds Effective Rate or LIBOR or by the actual number of
days in the year in the case of the Treasury Rate.
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The interest rate in effect on each day shall be (a) if such day is an
Interest Reset Date, the interest rate with respect to the Interest
Determination Date (as defined below) pertaining to such Interest Reset Date or
(b) if such day is not an Interest Reset Date, the interest rate with respect to
the Interest Determination Date pertaining to the next preceding Interest Reset
Date, provided that (i) the interest rate in effect from the Original Issue Date
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to the first Interest Reset Date shall be the Initial Interest Rate specified on
the face hereof and (ii) the interest rate in effect for the ten days
immediately prior to Stated Maturity shall be the rate in effect on the tenth
day preceding Stated Maturity.
The Interest Determination Date with respect to the Commercial Paper Rate,
Prime Rate, CD Rate, Federal Funds Effective Rate and LIBOR shall be the second
Business Day preceding the Interest Reset Date. The Interest Determination Date
with respect to the Treasury Rate shall be the day of the week in which such
Interest Reset Date falls on which Treasury bills normally would be auctioned,
provided, however, that if as a result of a legal holiday or otherwise an
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auction is held on Friday of the week preceding the Interest Reset Date, the
related Interest Determination Date shall be such preceding Friday, and provided
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further that if an auction shall fall on any Interest Reset Date then the
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Interest Reset Date instead shall be the first Business Day immediately
following such auction.
The Calculation Date, if applicable, pertaining to any Interest
Determination Date shall be the tenth calendar date after such Interest
Determination Date or if such day is not a Business Day, the next succeeding
Business Day, provided that with respect to LIBOR Notes only, the Calculation
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Date shall be the Interest Determination Date.
Unless otherwise provided on the face hereof, all percentages resulting
from any calculation on the Notes will be rounded if necessary to the nearest
one hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be
rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting
from such calculation on the Notes will be rounded to the nearest cent (with
one-half cents being rounded upwards).
Determination of the Commercial Paper Rate. The Commercial Paper Rate
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means with respect to any Interest Determination Date (a "Commercial Paper
Interest Determination Date"), the Money Market Yield (as defined below) of the
rate on such date for commercial paper having the Index Maturity specified on
the face hereof as published by the Board of Governors of the Federal Reserve
System in "Statistical Release H.15(519), Selected Interest Rates", or any
successor publication, published by the Board of Governors of the Federal
Reserve System ("H.15(519)") under the heading "Commercial Paper". In the event
that such rate is not published prior to 9:00 A.M. New York City time on the
Calculation Date pertaining to such Commercial Paper Interest Determination
Date, then the Commercial Paper Rate shall be the Money Market Yield of the rate
on such Commercial Paper Interest Determination Date for commercial paper having
the Index Maturity shown on the face hereof as published by the Federal Reserve
Bank of New York in its daily statistical release "Composite 3:30 P.M.
Quotations for U.S. Government Securities", or any successor publication,
published by the Federal Reserve Bank of New York ("Composite Quotations") under
the heading "Commercial Paper". If such rate is neither published in H.15(519)
by 9:00 A.M. New York City time on such Calculation Date nor in Composite
Quotations by 3:00 P.M. New York City time on such date, then the Commercial
Paper Rate for that Commercial Paper Interest Determination Date shall be
calculated by the Calculation Agent and shall be the Money Market Yield of the
arithmetic mean of the offered rates, as of 11:00 A.M. New York City time on
such Commercial Paper Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by
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the Calculation Agent for commercial paper having the Index Maturity specified
on the face hereof placed for an industrial issuer whose bond rating is "AA" or
the equivalent from a nationally recognized rating agency, provided, however,
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that if fewer than three dealers selected as aforesaid by the Calculation Agent
are quoting as mentioned in this sentence, the interest rate hereon with respect
to such Commercial Paper Interest Determination Date shall be the Commercial
Paper Rate in effect on such Commercial Paper Interest Determination Date.
"Money Market Yield" shall be the yield calculated in accordance with the
following formula:
D x 360
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Money Market Yield = 360 - (D x M) x 100
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal and "M" refers to the actual number of
days in the period for which interest is being calculated.
Determination of the Prime Rate. The Prime Rate means with respect to
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any Interest Determination Date (a "Prime Rate Interest Determination Date") the
rate set forth on such date in H.15(519) under the heading "Bank Prime Loan".
In the event that such rate is not published prior to 9:00 A.M. New York City
time on the Calculation Date pertaining to such Prime Rate Interest
Determination Date, then the Prime Rate shall be the arithmetic mean of the
rates of interest publicly announced by each bank that appear on the Reuters
Screen NYMF Page (as defined below) as such bank's prime rate or base lending
rate as in effect for that Prime Rate Interest Determination Date. If fewer
than four such rates but more than one such rate appear on the Reuters Screen
NYMF Page for the Prime Rate Interest Determination Date, the Prime Rate shall
be the arithmetic mean of the prime rates (quoted on the basis of the actual
number of days in the year divided by a 360-day year) as of the close of
business on such Prime Rate Interest Determination Date by four major money
center banks in The City of New York selected by the Calculation Agent. If
fewer than two quotations are provided, the Prime Rate shall be determined on
the basis of the rates furnished in The City of New York by the appropriate
number of substitute banks or trust companies organized and doing business under
the laws of the United States, or any State thereof, having total equity capital
of at least $500,000,000 and being subject to supervision or examination by a
Federal or State authority, selected by the Calculation Agent to provide such
rate or rates; provided, however, that if the banks selected as aforesaid by the
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Calculation Agent are not quoting as mentioned in this sentence, the interest
rate hereon with respect to such Prime Rate Interest Determination Date shall be
the Prime Rate in effect on such Prime Rate Interest Determination Date.
"Reuters Screen NYMF Page" means the display designated as page "NYMF" on
the Reuters Monitor Money Rates Service (or such other page as may replace the
NYMF page on that service for the purpose of displaying prime rates or base
lending rates of major United States banks).
Determination of the CD Rate. The CD Rate means with respect to any
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Interest Determination Date (a "CD Rate Interest Determination Date") the rate
on such date for negotiable certificates of deposit having the Index Maturity
specified on the face hereof as published in H.15(519) under the heading "CDs
(Secondary Market)". In the event that such rate is not published prior to 9:00
A.M. New York City time on the Calculation Date pertaining to such CD Rate
Interest Determination Date, then the CD Rate shall be the rate on such CD Rate
Interest Determination Date for negotiable certificates of deposit having the
Index Maturity specified on the face hereof as published in Composite Quotations
under the heading "Certificates of Deposit". If such rate is neither published
in H.15(519) by
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9:00 A.M. New York City time on such Calculation Date nor in Composite
Quotations by 3:00 P.M. New York City time on such date, the CD Rate for that CD
Interest Determination Date shall be calculated by the Calculation Agent and
shall be the arithmetic mean of the secondary market offered rates as of 10:00
A.M. New York City time on that CD Rate Interest Determination Date of three
leading nonbank dealers of negotiable U.S. dollar certificates of deposit in The
City of New York selected by the Calculation Agent for negotiable certificates
of deposit of major United States money market banks with a remaining maturity
closest to the Index Maturity specified on the face hereof in a denomination of
$5,000,000; provided, however, that if fewer than three dealers selected as
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aforesaid by the Calculation Agent are quoting as mentioned in this sentence,
the interest rate hereon with respect to such CD Rate Interest Determination
Date shall be the CD Rate in effect on such CD Rate Interest Determination Date.
Determination of the Federal Funds Effective Rate. The Federal Funds
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Effective Rate means with respect to any Interest Determination Date (a "Federal
Funds Effective Interest Determination Date") the rate on that date for Federal
Funds as published in H.15(519) under the heading "Federal Funds (Effective)"
or, if not so published by 9:00 A.M. New York City time on the Calculation Date
pertaining to such Federal Funds Effective Interest Determination Date, then the
Federal Funds Effective Rate shall be the rate on such Federal Funds Effective
Interest Determination Date as published in Composite Quotations under the
heading "Federal Funds/Effective Rate". If such rate is neither published in
H.15(519) by 9:00 A.M. New York City time on such Calculation Date nor in
Composite Quotations by 3:00 P.M. New York City time on such date, then the
Federal Funds Effective Rate for such Federal Funds Effective Interest
Determination Date shall be calculated by the Calculation Agent and shall be the
arithmetic mean of the rates, as of 9:00 A.M. New York City time on such Federal
Funds Effective Interest Determination Date, for the last transaction in
overnight Federal Funds arranged by three leading brokers of Federal Funds
transactions in The City of New York, selected by the Calculation Agent;
provided, however, that if fewer than three brokers selected as aforesaid by the
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Calculation Agent are quoting as mentioned in this sentence, the interest rate
hereon with respect to such Federal Funds Effective Interest Determination Date
shall be the Federal Funds Effective Rate in effect on such Federal Funds
Effective Interest Determination Date.
Determination of LIBOR. LIBOR shall be determined on the basis of the
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offered rates for deposits of not less than U.S. $1,000,000 having the Index
Maturity specified on the face hereof, commencing on the second Business Day
immediately following each Interest Determination Date with respect to LIBOR (a
"LIBOR Interest Determination Date"), which appear on the Reuters Screen LIBO
Page (as defined below) at approximately 11:00 A.M. London time on the LIBOR
Interest Determination Date. If at least two such offered rates appear on the
Reuters Screen LIBO Page, LIBOR in respect of such LIBOR Interest Determination
Date shall be the arithmetic mean of such offered rates as determined by the
Calculation Agent.
If fewer than two such offered rates appear on the Reuters Screen LIBO
Page, LIBOR shall be determined on the basis of the rates at approximately 11:00
A.M. London time on such LIBOR Interest Determination Date at which deposits in
U.S. dollars having the specified Index Maturity are offered to prime banks in
the London interbank market by four major banks in the London interbank market
selected by the Calculation Agent commencing on the second Business Day
immediately following such LIBOR Interest Determination Date and in a principal
amount not less than U.S. $1,000,000 that in the Calculation Agent's judgment is
representative for a single transaction in such market at such time (a
"Representative Amount"). The Calculation Agent shall request the principal
London office of each of such banks to
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provide a quotation of its rate. If at least two such quotations are provided,
LIBOR in respect of such LIBOR Interest Determination Date shall be the
arithmetic mean of such quotations. If fewer than two such quotations are
provided, LIBOR in respect of such LIBOR Interest Determination Date shall be
the arithmetic mean of the rates quoted, at approximately 11:00 A.M. New York
City time on such LIBOR Interest Determination Date, by three major banks in The
City of New York, selected by the Calculation Agent for loans in U.S. dollars to
leading European banks having the Index Maturity specified on the face hereof
commencing on the second Business Day immediately following such LIBOR Interest
Determination Date and in a Representative Amount, provided, however, that if
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fewer than three banks selected as aforesaid by the Calculation Agent are
quoting as mentioned in this sentence, the rate of interest hereon with respect
to such LIBOR Interest Determination Date shall be the LIBOR in effect on such
LIBOR Interest Determination Date.
"Reuters Screen LIBO Page" means the display designated as page "LIBO" on
the Reuters Monitor Money Rates Service (or such other page as may replace the
LIBO page on that service for the purpose of displaying London interbank offered
rates of major banks).
Determination of the Treasury Rate. The Treasury Rate means with respect
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to any Interest Determination Date (a "Treasury Interest Determination Date")
the rate for the most recent auction of direct obligations of the United States
of America ("Treasury bills") having the Index Maturity specified on the face
hereof as such rate is published in H.15(519) under the heading "U.S. Government
Securities/Treasury Bills/Auction Average (Investment)", or, if not so published
by 9:00 A.M. New York City time on the Calculation Date pertaining to such
Treasury Interest Determination Date, the auction average rate (expressed as a
bond equivalent on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) for such auction as otherwise announced by the United
States Department of the Treasury. In the event that the results of the auction
of Treasury bills having the Index Maturity specified on the face hereof are
neither published in H.15(519) by 9:00 A.M. New York City time on such
Calculation Date nor otherwise published or reported as provided above by 3:00
P.M. New York City time on such date, or if no such auction is held in a
particular week, then the rate of interest hereon shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent on the basis of a year of 365 or 366 days as applicable and applied
on a daily basis) of the arithmetic mean of the secondary market bid rates as of
approximately 3:30 P.M. New York City time on such Treasury Interest
Determination Date of three leading primary United States government securities
dealers in The City of New York selected by the Calculation Agent for the issue
of Treasury bills with a remaining maturity closest to the Index Maturity
specified on the face hereof, provided, however, that if fewer than three
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dealers selected as aforesaid by the Calculation Agent are quoting as mentioned
in this sentence, the interest rate hereon with respect to such Treasury
Interest Determination Date shall be the Treasury Rate in effect on such
Treasury Interest Determination Date.
The Calculation Agent shall calculate the interest rate hereon in
accordance with the foregoing procedures on or before each Calculation Date.
Notwithstanding the foregoing, the interest hereon shall not be greater than the
Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any,
respectively specified on the face hereof.
At the request of the Holder hereof, the Calculation Agent shall provide to
the Holder hereof the interest rate hereon then in effect and, if different, the
interest rates which will become effective as a result of a determination made
on the most recent Interest Determination Date with respect thereto.
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In case an Event of Default, as defined in the Indenture, relating to the
Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the provisions contained in the
Indenture. The Indenture provides that in certain events such declaration as it
affects the Notes and its consequences may be waived by the Holders of a
majority in aggregate principal amount of the Notes then outstanding. Any such
waiver by the Holder of this Note (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such Holder and upon all future Holders and
owners of this Note and of any Note issued upon the registration of transfer
hereof or in exchange or substitution herefor, irrespective of whether or not
any notation of such waiver is made upon this Note or such other Notes.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than a majority in aggregate
principal amount at Stated Maturity of the Notes at the time outstanding,
evidenced as in the Indenture provided, to execute supplemental indentures
which, if they pertain specifically to the Notes, may add any provisions to or
change in any manner or eliminate any of the provisions of the Indenture
relating to the Notes or of any supplemental indenture relating to the Notes or
modify in any manner the rights of the Holders of the Notes, provided, however,
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that no such supplemental indenture shall (i) extend the Stated Maturity of any
Note, or reduce the principal amount thereof, or reduce the rate or extend the
time of payment of any interest thereon, or reduce any premium payable upon the
redemption thereof, or reduce the amount of an OID Note that would be due and
payable upon a declaration of acceleration of Stated Maturity thereof, without
the consent of the Holder of each Note so affected, or (ii) reduce the aforesaid
majority in aggregate principal amount of Notes, the consent of the Holders of
which is required for any such supplemental indenture relating to the Notes,
without the consent of the Holders of all Notes then outstanding. It is also
provided in the Indenture that, prior to the declaration of maturity of the
Notes upon the occurrence of an Event of Default relating to the Notes, the
Holders of a majority in aggregate principal amount at Stated Maturity of the
Notes at the time outstanding may on behalf of the Holders of all of the Notes
waive any past default under the Indenture relating to the Notes and its
consequences, except a default in the payment of the principal of (or premium,
if any) or interest on any of the Notes. Any such waiver by the Holder of this
Note (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this Note and
of any Note issued upon the registration of transfer hereof or in exchange or
substitution herefor, irrespective of whether or not any notation of such
consent or waiver is made upon this Note or such other Notes.
The Company may terminate all of its obligations under the Notes and, with
certain limited exceptions described in the Indenture, under the Indenture, by
(i) irrevocably depositing in trust with the Trustee money or Government
Obligations (or any combination thereof) sufficient to pay principal of,
premium, if any, and interest on the Notes at Stated Maturity or on any date
fixed for redemption, as the case may be, and (ii) complying with certain other
conditions specified in the Indenture. Alternatively, the Company may, upon the
making of such deposit and the satisfaction of certain conditions specified in
the Indenture, omit to comply with certain of its covenants in the Indenture,
and such omission shall not be an Event of Default with respect to the Notes.
The Notes are issuable in registered form without coupons in denominations
of $1,000 and any integral multiple of $1,000 in excess thereof. This Note may
be exchanged by the Holder hereof for an equal aggregate principal amount of
Notes of other
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authorized denominations at the Corporate Trust Office of the Trustee in West
Bend, Wisconsin.
This Note is transferable and the registration of the transfer hereof may
be effected by the registered Holder or by his attorney duly authorized in
writing upon due presentment for registration of transfer at the Corporate Trust
Office of the Trustee in West Bend, Wisconsin, without charge except for any tax
or other governmental charge imposed in relation thereto. Upon such
registration of transfer a new Note or Notes, of authorized denominations, for a
like aggregate principal amount at Stated Maturity, will be issued to the
transferee in exchange therefor.
Prior to due presentation for registration of transfer of this Note, the
Company, the Trustee, any paying agent and the Security Registrar may deem and
treat the registered Holder hereof as the absolute owner hereof (whether or not
this Note shall be overdue and notwithstanding any notation of ownership or
writing hereon by any other person), for the purpose of receiving payment as
herein provided and for all other purposes, and neither the Company nor the
Trustee nor any paying agent nor any Security Registrar shall be affected by any
notice to the contrary.
No recourse shall be had for the payment of the principal of (or premium,
if any) or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, stockholder, officer
or director or employee as such, past, present or future, of the Company or of
any successor corporation, whether by virtue of any constitution, statute or
rule of law or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.
This Note is not subject to redemption by the Company prior to the date
specified on the face hereof. If no such date is specified, this Note is not
subject to redemption prior to Stated Maturity. If such date is specified, this
Note is redeemable at the option of the Company, on or after such date, in whole
or in part in increments of principal amount of $1,000 (provided that any
remaining principal amount of this Note shall be at least $1,000), at the
redemption price set forth on the face hereof, together with interest thereon
payable to the date of redemption, on notice given not less than 30 nor more
than 60 days prior to such redemption date, all as provided in the Indenture.
If no such redemption price is specified, the redemption price shall be 100% of
the principal amount to be redeemed. In the event of a redemption of this Note
in part only, a new Note or Notes in authorized denominations and in principal
amount equal to the amount of the unredeemed portion hereof shall be issued in
the name of the Holder hereof upon the cancellation hereof.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the place, at the respective times and at the rate
herein prescribed.
Any payment of principal, premium, if any, or interest required to be made
on an Interest Payment Date or at Stated Maturity, or upon redemption, if
applicable, on a day which is not a Business Day need not be made on such day,
but may be made on the next succeeding Business Day with the same force and
effect as if made, as the case may be, on the Interest Payment Date, at Stated
Maturity, or the date of redemption, and no interest shall accrue for the period
from and after such Interest Payment Date, Stated Maturity, or date of
redemption.
-10-
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of Wisconsin.
--------------
-11-
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM -as tenants in common
TEN ENT -as tenants by the entireties
JT TEN -as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT- _____Custodian_______
(Cust) (Minor)
Under Uniform Gifts to Minors Act
--------------------------------
(State)
Additional abbreviations may also be used
though not in the above list.
------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please Insert Social Security
or Other Identifying Number
of Assignee
- --------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please print or typewrite name and address including
postal zip code of assignee
- -------------------------------------------------------------------------------
the within Note of MADISON GAS AND ELECTRIC COMPANY and all rights thereunder
and hereby does irrevocably constitute and appoint
Attorney
- ------------------------------------------------------------------
to transfer said Note on the books of the within Company, with
full power of substitution in the premises.
Dated:
-----------------------
Signature
---------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the Note in every
particular, without alteration or
enlargement, or any change whatever.
-12-
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP NUMBER AGENT'S NAME MADISON GAS AND
ELECTRIC COMPANY
- --------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL SUM SETTLEMENT DATE INTEREST RATE BASIS DATE OF TRANSFER INITIAL
(ORIGINAL ISSUE DATE) AND INDEX MATURITY INTEREST
RATE %
- --------------------------------------------------------------------------------------------------------------------------------
TRADE DATE AGENT'S COMMISSION STATED MATURITY INITIAL TAXPAYER ID PRICE 100%
REDEMPTION OR SOC SEC NO. (UNLESS
DATE OF PURCHASER OTHERWISE
INDICATED)
- --------------------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF SECURED MEDIUM-TERM NOTE TRUSTEE AND PAYING
REGISTERED OWNER SERIES A (FLOATING RATE) AGENT M&I FIRST
CONFIRMATION NATIONAL BANK
- --------------------------------------------------------------------------------------------------------------------------------
CUSTOMER'S RETAIN FOR TAX THE TIME OF THE TRANSACTION PLEASE SIGN AND SEE REVERSE SIDE
COPY PURPOSES WILL BE FURNISHED UPON RETURN ENCLOSED
REQUEST OF THE CUSTOMER RECEIPT
- --------------------------------------------------------------------------------------------------------------------------------
REGISTERED REGISTERED
NO. ____
MADISON GAS AND ELECTRIC COMPANY
SECURED MEDIUM-TERM NOTE, SERIES A
(Floating Rate)
If this security is issued with original issue discount ("OID"), the "Total
Amount of OID", "Yield to Stated Maturity" and "Initial Accrual Period OID"
(computed under the approximate method) will be as set forth below for United
States federal income tax purposes.
PRINCIPAL SUM: INITIAL REDEMPTION DATE:
ORIGINAL ISSUE DATE: REDEMPTION PERCENTAGE:
INTEREST RATE BASIS: ANNUAL REDEMPTION PERCENTAGE:
INDEX MATURITY: STATED MATURITY:
INITIAL INTEREST RATE: SPREAD (plus or minus):
INTEREST PAYMENT PERIOD: SPREAD MULTIPLIER:
INTEREST RESET PERIOD: MAXIMUM INTEREST RATE:
INTEREST PAYMENT DATES: MINIMUM INTEREST RATE:
INTEREST RESET DATES: CALCULATION DATES:
INTEREST DETERMINATION DATES: CALCULATION AGENT:
TOTAL AMOUNT OF OID: YIELD TO STATED MATURITY:
(for OID purposes):
INITIAL ACCRUAL PERIOD OID:
If applicable as described above, the redemption price shall initially be
the Redemption Percentage of the principal amount of this Note to be redeemed
and shall decline at each anniversary of the Initial Redemption Date by the
Annual Redemption Percentage of the principal amount to be redeemed until the
redemption price is 100% of such principal amount.
-13-
MADISON GAS AND ELECTRIC COMPANY, a Wisconsin corporation (herein called
the "Company", which term includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay
to
or registered assigns, the Principal Sum stated above.
Dated:
RECEIPT
NOT NEGOTIABLE
-14-
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP NUMBER AGENT'S NAME MADISON GAS AND ELECTRIC COMPANY
- --------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL SUM SETTLEMENT DATE INTEREST RATE BASIS DATE OF TRANSFER INITIAL
(ORIGINAL ISSUE DATE) AND INDEX MATURITY INTEREST
RATE %
- --------------------------------------------------------------------------------------------------------------------------------
TRADE DATE AGENT'S COMMISSION STATED MATURITY INITIAL TAXPAYER ID PRICE 100%
REDEMPTION OR SOC SEC NO. (UNLESS
DATE OF PURCHASER OTHERWISE
INDICATED)
- --------------------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF REGISTERED OWNER SECURED MEDIUM-TERM NOTE TRUSTEE AND PAYING AGENT
SERIES A (FLOATING RATE) M&I FIRST NATIONAL BANK
CONFIRMATION
- --------------------------------------------------------------------------------------------------------------------------------
CUSTOMER'S RETAIN FOR TAX THE TIME OF THE TRANSACTION PLEASE SIGN AND SEE REVERSE SIDE
COPY PURPOSES WILL BE FURNISHED UPON RETURN ENCLOSED
REQUEST OF THE CUSTOMER RECEIPT
- --------------------------------------------------------------------------------------------------------------------------------
REGISTERED REGISTERED
NO. ____
MADISON GAS AND ELECTRIC COMPANY
SECURED MEDIUM-TERM NOTE, SERIES A
(Floating Rate)
If this security is issued with original issue discount ("OID"), the "Total
Amount of OID", "Yield to Stated Maturity" and "Initial Accrual Period OID"
(computed under the approximate method) will be as set forth below for United
States federal income tax purposes.
PRINCIPAL SUM: INITIAL REDEMPTION DATE:
ORIGINAL ISSUE DATE: REDEMPTION PERCENTAGE:
INTEREST RATE BASIS: ANNUAL REDEMPTION PERCENTAGE:
INDEX MATURITY: STATED MATURITY:
INITIAL INTEREST RATE: SPREAD (plus or minus):
INTEREST PAYMENT PERIOD: SPREAD MULTIPLIER:
INTEREST RESET PERIOD: MAXIMUM INTEREST RATE:
INTEREST PAYMENT DATES: MINIMUM INTEREST RATE:
INTEREST RESET DATES: CALCULATION DATES:
INTEREST DETERMINATION DATES: CALCULATION AGENT:
TOTAL AMOUNT OF OID: YIELD TO STATED MATURITY
(for OID purposes):
INITIAL ACCRUAL PERIOD OID:
If applicable as described above, the redemption price shall initially be
the Redemption Percentage of the principal amount of this Note to be redeemed
and shall decline at each anniversary of the Initial Redemption Date by the
Annual Redemption Percentage of the principal amount to be redeemed until the
redemption price is 100% of such principal amount.
-15-
MADISON GAS AND ELECTRIC COMPANY, a Wisconsin corporation (herein called
the "Company", which term includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay
to
or registered assigns, the Principal Sum stated above.
Dated:
RECEIPT
NOT NEGOTIABLE
-16-
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP NUMBER AGENT'S NAME MADISON GAS AND ELECTRIC COMPANY
- --------------------------------------------------------------------------------------------------------------------------------
PRINCIPAL SUM SETTLEMENT DATE INTEREST RATE BASIS DATE OF TRANSFER INITIAL
(ORIGINAL ISSUE DATE) AND INDEX MATURITY INTEREST
RATE %
- --------------------------------------------------------------------------------------------------------------------------------
TRADE DATE AGENT'S COMMISSION STATED MATURITY INITIAL TAXPAYER ID PRICE 100%
REDEMPTION OR SOC SEC NO. (UNLESS
DATE OF PURCHASER OTHERWISE
INDICATED)
- --------------------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF REGISTERED OWNER SECURED MEDIUM-TERM NOTE TRUSTEE AND PAYING AGENT
SERIES A (FLOATING RATE) M&I FIRST NATIONAL BANK
CONFIRMATION
- --------------------------------------------------------------------------------------------------------------------------------
CUSTOMER'S RETAIN FOR TAX THE TIME OF THE TRANSACTION PLEASE SIGN AND SEE REVERSE SIDE
COPY PURPOSES WILL BE FURNISHED UPON RETURN ENCLOSED
REQUEST OF THE CUSTOMER RECEIPT
- --------------------------------------------------------------------------------------------------------------------------------
REGISTERED REGISTERED
NO. ____
MADISON GAS AND ELECTRIC COMPANY
SECURED MEDIUM-TERM NOTE, SERIES A
(Floating Rate)
If this security is issued with original issue discount ("OID"), the "Total
Amount of OID", "Yield to Stated Maturity" and "Initial Accrual Period OID"
(computed under the approximate method) will be as set forth below for United
States federal income tax purposes.
PRINCIPAL SUM: INITIAL REDEMPTION DATE:
ORIGINAL ISSUE DATE: REDEMPTION PERCENTAGE:
INTEREST RATE BASIS: ANNUAL REDEMPTION PERCENTAGE:
INDEX MATURITY: STATED MATURITY:
INITIAL INTEREST RATE: SPREAD (plus or minus):
INTEREST PAYMENT PERIOD: SPREAD MULTIPLIER:
INTEREST RESET PERIOD: MAXIMUM INTEREST RATE:
INTEREST PAYMENT DATES: MINIMUM INTEREST RATE:
INTEREST RESET DATES: CALCULATION DATES:
INTEREST DETERMINATION DATES: CALCULATION AGENT:
TOTAL AMOUNT OF OID: YIELD TO STATED MATURITY
(for OID purposes):
INITIAL ACCRUAL PERIOD OID:
If applicable as described above, the redemption price shall initially be
the Redemption Percentage of the principal amount of this Note to be redeemed
and shall decline at each anniversary of the Initial Redemption Date by the
Annual Redemption Percentage of the principal amount to be redeemed until the
redemption price is 100% of such principal amount.
-17-
MADISON GAS AND ELECTRIC COMPANY, a Wisconsin corporation (herein called
the "Company", which term includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay
to
or registered assigns, the Principal Sum stated above.
Dated:
RECEIPT
NOT NEGOTIABLE
-18-