Exhibit 1.2
MADISON GAS AND ELECTRIC COMPANY
Notes
TERMS AGREEMENT
___________, 1998
Underwriters
Addresses
Dear Sirs:
Madison Gas and Electric Company, a Wisconsin corporation (the
"Company"), confirms its agreement with ____________________ (the
"Underwriters") with respect to the issue and sale by the Company of its Notes,
___% Series due ____ (the "Notes"). The Notes are to be issued pursuant to the
indenture (the "Indenture") dated as of ____________, 1998 between the Company
and Bank One, N.A., as trustee.
This Terms Agreement is entered into pursuant to, and hereby
incorporates by reference all of the terms of, the Distribution Agreement dated
______________, 1998, between the Company and the Underwriters, as Agents
thereunder ("Distribution Agreement"). Capitalized terms used in this Terms
Agreement have the definitions given to them in the Distribution Agreement.
SECTION 1. REPRESENTATIONS AND WARRANTIES. The Company represents
and warrants to the Underwriters as of the date hereof and as of the Settlement
Date for the purchase, sale and delivery of the Notes to the Underwriters, that
the representations and warranties of the Company in the Distribution Agreement
are true and correct as if made as of the date hereof and as of the Settlement
Date.
SECTION 2. PURCHASE AND OFFERING. Subject to the terms and
conditions hereof and in reliance upon the representations and warranties herein
set forth, the Company agrees to sell to each Underwriter, severally and not
jointly, and each Underwriter agrees, severally and not jointly, to purchase
from the Company, at the purchase price and on the other terms set forth in
Schedule I hereto, the principal amount of the Notes set forth opposite its name
in Schedule I hereto, and the Notes shall have the terms set
forth in Schedule I hereto, which is incorporated by reference in this Terms
Agreement.
SECTION 3. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The
respective obligations of the Underwriters under this Terms Agreement with
respect to the Notes are subject to the accuracy, on the date hereof and on the
Settlement Date, of the representations and warranties of the Company contained
herein, to performance by the Company of its obligations contained in the
Distribution Agreement and this Terms Agreement, and to each of the following
additional terms and conditions:
(a) NO STOP ORDER. On the Settlement Date, no stop order suspending
the effectiveness of the Registration Statement nor any order directed to
any document incorporated by reference in the Prospectus shall be in effect
and no stop order proceeding shall be pending or shall have been initiated
or threatened by the SEC and no challenge shall have been made by the SEC
to the accuracy or adequacy of any document incorporated by reference in
the Prospectus; and any request of the SEC for inclusion of additional
information in the Registration Statement or the Prospectus or otherwise
shall have been complied with.
(b) LEGAL MATTERS. All corporate proceedings and other legal matters
incident to the authorization, form and validity of this Terms Agreement,
the Notes and the Registration Statement, the Prospectus and all other
legal matters relating to this Terms Agreement and the transactions
contemplated hereby shall be satisfactory in all respects to _____________,
counsel for the Underwriters, and the Company shall have furnished to such
counsel all documents and information that they may reasonably request to
enable them to pass upon such matters (it being understood that such
counsel shall not be required to pass on any financial statements and other
financial data included in the Prospectus).
(c) OTHER CERTIFICATES, OPINIONS AND LETTERS. The Company shall have
furnished to the Underwriters on the Settlement Date, (i) a certificate
dated the Settlement Date complying with Section 8(b) of the Distribution
Agreement; (ii) a written opinion of Stafford, Rosenbaum, Reiser & Hansen,
or other counsel satisfactory to the Underwriters, dated the Settlement
Date, complying with Section 8(c) of the Distribution Agreement; and (iii)
a letter of Pricewater- houseCoopers LLP, dated the Settlement Date
complying with Section 8(d) of the Distribution Agreement.
SECTION 4. GOVERNING LAW. This Terms Agreement and all the rights and
obligations of the parties shall be governed by and
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construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed in the State of New York. Any suit,
action or proceeding brought by the Company against the Underwriters in
connection with or arising under this Terms Agreement shall be brought solely
in the state or federal court of appropriate jurisdiction located in the
Borough of Manhattan, The City of New York.
SECTION 5. CERTAIN COSTS. Notwithstanding anything to the contrary in
Section 4(r) of the Distribution Agreement, the Underwriters shall pay the fees
and expenses of their counsel.
SECTION 6. PARTIES. This Terms Agreement shall inure to the benefit of
and be binding upon the Underwriters and the Company and their respective
successors. Nothing expressed or mentioned in this Terms Agreement is intended
or shall be construed to give any person, firm or corporation, other than the
parties hereto and their respective successors and the controlling persons and
officers and directors referred to in Section 9 of the Distribution Agreement
and their heirs and legal representatives, any legal or equitable right, remedy
or claim under or in respect of this Terms Agreement or any provision herein
contained. This Terms Agreement and all conditions and provisions hereof are
intended to be for the sole and exclusive benefit of the parties hereto and
respective successors and said controlling persons and officers and directors
and their heirs and legal representatives, and for the benefit of no other
person, firm or corporation. No purchaser of Notes shall be deemed to be a
successor by reason merely of such purchase.
SECTION 7. EXECUTION IN COUNTERPARTS. This Terms Agreement may be
executed in counterparts, each of which shall be an original and all of which
shall constitute but one and the same instrument.
If the foregoing is in accordance with the Underwriters' understanding of
our agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument along with all counterparts will become a binding
agreement between the Underwriters and the Company in accordance with its terms.
Very truly yours,
MADISON GAS & ELECTRIC COMPANY
By: __________________________
Name:
Accepted: Title:
Names of Underwriters
by: ___________________
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by:_____________________
Name:
Title:
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SCHEDULE I
Terms Agreement dated ____________, 1998, to Distribution
Agreement dated _____________, 1988, between Madison Gas and Electric
Company and _______________________________
Underwriters' Address:
____________________
____________________
____________________
____________________
____________________
____________________
Registration No. 333-_____
Designation of Notes: ___% Series due ____
Maturity Date: _____________, ____
Interest Rate per annum: ___%
Interest Payment Dates: ______________ and ______________
First Interest Payment Date: __________________, 199_
Principal amount of Notes to be severally
purchased by each Underwriter:
Underwriter Amount
$ __________
__________
-------------
Total Principal Amount of Notes $
__________
-------------
-------------
Purchase Price as percent of
principal amount, plus
accrued interest from
________, 1998 ______%
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Initial Public Offering Price as
percent of principal amount,
plus accrued interest from
_____________, 1998 ______%
Dealer discount: not in
excess of %
Reallowance to dealers: not
in excess of %
Redemption Provisions:
Form of Notes: Book-Entry Notes
Settlement Date: ____________, 1998
Settlement Time: 10:00 a.m., New York time
Place: Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Payment:
[By transfer of same day Federal funds to
_______________________________________, ABA #_________,
Account #______ for credit to Madison Gas and Electric
Company]
Stand-Off Period: The Company will not, without the
prior written consent of the Underwriters, offer or sell, or
enter into any agreement to offer or sell, any debt
securities of the Company (other than the Notes and
commercial paper in the ordinary course of business) until
after the Settlement Date.
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