**Exhibit 10.1**

 

AGREEMENT FOR INDIVIDUALLY-CONTRACTED

FIRM NATURAL GAS TRANSPORTATION SERVICE

 

This Agreement for individually-contracted firm natural gastransportation service (hereafter referred to as the “Agreement”) is made this8th day of April, 2004, by and between WISCONSIN POWER AND LIGHTCOMPANY, a Wisconsin corporation engaged in the distribution of natural gas,4902 North Biltmore Lane, Madison, Wisconsin 53718-2148 (hereafter referred toas “WPL”) and UNITED WISCONSIN GRAIN PRODUCERS, LLC, a Wisconsin limitedliability company, located at W1231 Tessman Road Cambria, Wisconsin 53923(hereafter referred to as “Buyer”).

 

WHEREAS, Buyer has requested that WPL provide firm natural gastransportation service for the Project (as defined below), and WPL has agreedto provide such service; and

 

WHEREAS, Wisconsin Statutes Section 196.194(2) enables a Wisconsinnatural gas distribution utility to enter into an individual contract if thecustomer has substitute gas services available; and

 

WHEREAS, WPL has filed with the Public Service Commission Wisconsin(“PSCW”) a Contracted Service Rate tariff, as required by Wis. Stat.Section 196.194(2); and

 

WHEREAS, the Transportation Rate (as defined below) incorporated inthis Agreement has been established with the intent of meeting the compensatorystandard, as required by Wis. Stat. Section 196.194(2); and

 

WHEREAS, Buyer meets the Availability conditions stated in the tariff,including the demonstration of a bona fide ability to obtain substitute fuelservices.

 

NOW THEREFORE, in consideration of the mutual agreements containedherein, WPL and Buyer stipulate and agree as follows:

 

ARTICLE I

PURPOSE

 

1.0                              Thepurpose of this Agreement is to set forth the general terms and conditionsunder which Buyer may purchase individually-contracted natural gastransportation service and under which WPL agrees to provide such service.

 

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* Portions omitted pursuant to a requestfor confidential treatment and filed separately with the Securities andExchange Commission.

 

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ARTICLE II

DEFINITIONS

 

2.0                                BalancingPeriod – The interval used by WPL to calculate differences between Buyer’sTransportation Gas Delivered and Transportation Gas Received.

 

2.1                                Buyer’sPooling Agent – The Pooling Agent or Agents whom Buyer has designated to WPLwill act on behalf of the Buyer for a given Balancing Period.

 

2.2                                ConstructionCosts – The direct and indirect costs incurred by WPL with respect to theconstruction of the Gas Delivery Facilities.

 

2.3                                GasDelivery Facilities – The gas main and associated facilities to be installed byWPL to provide an interconnection between the Project and the Pipeline gatestation, with capacity of at least 8000 dekatherms per day of natural gastransportation service to Buyer’s Project.

 

2.4                                Pipeline– ANR Pipeline Company or any successor interstate pipeline company thatdelivers the Buyer’s purchased gas from producers to the point at which thePipeline’s gate station and WPL’s Gas Delivery Facilities interconnect.

 

2.5                                PipelineTransportation Agreement – An agreement executed by Buyer or on behalf of Buyerfor the delivery of natural gas supplies via an interstate pipeline company tothe Pipeline gate station.

 

2.6                                Project– Buyer’s dry mill, fuel grade ethanol plant to be built by Buyer at Buyer’sexpense in Friesland, Wisconsin.

 

2.7                                TransportationGas Delivered – The volume of natural gas (expressed in dry dekatherms)conveyed by WPL to Buyer as determined by measuring equipment which WPL willown and operate at Buyer’s facilities for measuring natural gas deliveries.

 

2.8                                TransportationGas Received – The volume of natural gas (expressed in dry dekatherms), whichan interstate pipeline transporter delivers on behalf of Buyer to WPL throughthe Pipeline gate station connected to WPL’s Gas Delivery Facilities pursuantto a Pipeline Transportation Agreement.

 

2.9                                TransportationRate – The total of the rates set forth in Sections 4.1 and 4.2 of thisAgreement.

 

2.10                          UtilityService Rate Schedule and Riders – WPL Volume III Rate Book Schedules andRiders, or successors thereto.  Suchrate schedules and riders shall govern the terms and conditions associated withnatural gas transportation service under this Agreement, but not the rates andsurcharges which apply.

 

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ARTICLE III

FACILITIES CONSTRUCTION

 

3.0                                Pursuantto the Utility Service Rate Schedule and Riders, WPL shall construct orcause to be constructed, and shall own, operate, and maintain the Gas DeliveryFacilities to render the natural gas transportation service contemplated bythis Agreement.  The Gas DeliveryFacilities include Town Border Station pipeline upgrades, pipeline facilities,measurement and telemetry equipment, heating, regulation, and other gas conditioningfacilities.

 

ARTICLE IV

SERVICE AND RATES

 

4.0                                ServiceVolumes and Terms

 

Subject to the provisions herein (including, without limitation,Section 5.2), during the term of this Agreement, WPL agrees to transportand deliver to Buyer the Transportation Gas Received, as defined herein, to amaximum of 8,000 dekatherms per day of Transportation Gas Received at aregulated pressure of 60 psig at the meterset. Buyer agrees that it will commence using WPL’s gas transportationservice no later than May 1, 2005 (the “Target Commencement Date”).  Buyer shall commence payment for suchservice pursuant to Clauses 4.1 and 4.2 below upon the Target Commencement Dateor when the meter registers a measurable flow of gas for two or moreconsecutive days, whichever is earlier (the “Billing Commencement Date”).

 

WPL shall transport and deliver any volumes of Transportation GasReceived in excess of 8,000 dekatherms per day if approved by WPL prior totransportation and delivery and if facilities and capacity are available to doso.  If either is not available, WPLshall nonetheless endeavor to provide the gas transportation service throughthe installation of additional Gas Delivery Facilities, at additional cost tobe negotiated by Buyer and WPL.  WPL’sapproval shall not be unreasonably withheld or delayed.

 

Buyer and WPL agree that the Transportation Gas Received under thisAgreement shall be governed by the terms and conditions of service of Buyer’sapplicable Utility Service Rate Schedule and Riders, but that the TransportationRate, and any associated surcharges, will be governed solely by thisAgreement.  Buyer is solely responsiblefor making arrangements for the Transportation Gas Received, that is,contracting and paying for the purchase of the natural gas and for the deliverythrough an interstate pipeline transporter of the natural gas to theinterconnection between the Pipeline gate station and WPL’s Gas DeliveryFacilities.

 

Effective with the Billing Commencement Date, the Buyer agrees to pay aminimum annual amount to WPL that is equal to the annual billings for 1,400,000dekatherms of Transportation Gas Delivered, for the Transportation Ratecomponents detailed in sections 4.1 and 4.2 below.  This amount will be reconciled annually following the end of

 

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each calendar year, prorated for the first year from the BillingCommencement Date through December 31 and for the last year fromJanuary 1 through the termination date, and any shortfall amount will bebilled by WPL and paid by Buyer in accordance with Section 4.5 below.  Any event within WPL’s control that requirescurtailment will lower the above minimum annual billing volume of 1,400,000dekatherms by 4,000 dekatherms for each day of curtailment.

 

4.1                                TransportationRate

 

Buyer will pay WPL each month a service fee of [*]. Buyer will also payWPL [*] for each dekatherm for the first 1,400,000 dekatherms of TransportationGas Delivered to Buyer by WPL.  Eachadditional dekatherm consumed by Buyer above the 1,400,000 dekatherm thresholdwill be billed by WPL to Buyer at [*]/dekatherm.

 

4.2                                AdministrationCharge

 

Buyer will pay WPL each month an Administration Charge of [*] torecover costs associated with billing and administration of their account.

 

4.3                                FERCMandated Non-gas Surcharges

 

Buyer is responsible for any FERC mandated non-gas surcharges includingwithout limitation, Take or Pay Recovery, Dakota Cost Recovery, Gas IndustryTransition Cost Recovery, Gas Research Institute Charges, and Annual Cost AdjustmentCharges which are rightfully and properly assessed by the Pipeline or any otherentity related to the Transportation Gas Delivered.  Buyer will reimburse and indemnify WPL for any such FERC mandatednon-gas surcharges billed by the Pipeline or any other entity to WPL withrespect to any natural gas delivered to Buyer pursuant to this Agreement.

 

4.4                                Adjustmentof Transportation Rate

 

If, at any time subsequent to the effective date of this Agreement, thePublic Service Commission of Wisconsin (1) in any way indicates that it intendsto review, or initiates an inquiry or proceeding to review whether theTransportation Rate is compensatory under Wis. Stat. Section 196.194(2),or (2) determines that the Transportation Rate is not compensatory, each partyshall provide the other with immediate notice of any such PSCW inquiry,proceeding, intention, or determination and shall provide the other with anycorrespondence or other documentation related to any PSCW inquiry, proceeding,intention, or determination.  Theparties agree to negotiate in good faith to amend Sections 4.1 and 4.2 of thisAgreement to resolve any PSCW concerns regarding the amount of theTransportation Rate.

 

4.5                                Billing

 

WPL will bill Buyer by the terms of this Agreement on a monthly basis,with the invoice

 

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* Portions omitted pursuant to a requestfor confidential treatment and filed separately with the Securities andExchange Commission.

 

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to be received by Buyer at least fifteen (15) days before the due datethereof.  Buyer will remit payment foreach invoice within fifteen (15) days after receipt of each invoice.

 

4.6                                Taxes

 

Buyer shall be responsible for any and all taxes and royalties imposedby any governmental agency, if any, on WPL with respect to the TransportationGas Delivered for the benefit of Buyer through the Gas Delivery Facilities.

 

4.7                                AdditionalServices

 

Nothing in this Agreement will preclude the parties from entering intoagreements for additional services to Buyer, and the payment therefor, to theextent the parties mutually agree.

 

ARTICLE V

SERVICE CONDITIONS

 

5.0                                Title

 

Buyer warrants that it shall have good title to the Transportation GasReceived by WPL on Buyer’s behalf at the Pipeline gate station for transportationhereunder and that such quantities shall be free and clear of all liens,encumbrances, and adverse claims whatsoever which would interfere with or makewrongful WPL’s transportation of same.

 

5.1                                BalancingService

 

Buyer accepts the balancing services set forth in the applicableUtility Service Rate Schedules and Riders during the term of this Agreement sothat any positive or negative imbalances can be liquidated during a balancingperiod.

 

5.2                                Continuityof Service and Interruptions

 

WPL shall use commercially reasonable diligence to provide Buyer withfirm gas transportation service, but shall not be liable for interruptions,deficiencies, or imperfections in service resulting from causes that are beyondits reasonable control.  WPL shall notbe held liable for interruptions, deficiencies, or imperfections in serviceresulting from inadequate gas supply. Further, WPL shall not be held liable for any interruptions,deficiencies, or imperfections in service due in any way to the Pipeline’sfailure or inability to deliver gas to WPL at sufficient pressure in order forWPL to deliver the Transportation Gas Received to Buyer.

 

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5.3                                Conductof Operations

 

Buyer shall conduct its operations in such a manner as to avoid anydamage to person or property resulting from cessation or restriction ofdeliveries of transportation gas to Buyer hereunder.

 

5.4                                AdditionalCustomers

 

WPL may serve additional customers from the Gas DeliveryFacilities.   However, WPL shall notserve any other subsequent customer if service to such customer would cause WPLnot to fulfill its obligations to Buyer under Section 4.0 or increase thecost to Buyer over the rates set forth in this Agreement.

 

ARTICLE VI

TERM

 

6.0                                Term

 

The term of this Agreement shall commence on the date on which thisAgreement is executed by both WPL and Buyer, and shall terminate five (5) yearsthereafter.

 

Termination of this Agreement shall be subject to final balancing ofquantities in accordance with the provisions of this Agreement and interstatepipeline requirements on balancing. Obligations to pay monies due for service provided hereunder shall notbe affected by and shall survive the termination of this Agreement.

 

ARTICLE VII

GOVERNING LAW AND EFFECT OF FURTHER ORDERS ORREGULATIONS

 

7.0                                ThisAgreement shall be governed by and interpreted in accordance with the laws ofthe State of Wisconsin.  This Agreementand the services performed hereunder are subject to all valid laws, orders,rules, and regulations of duly constituted authorities havingjurisdiction.  This Agreement andAmendments are subject to approval by the Public Services Commission ofWisconsin as an Individual Contract under Wis. Stat. Section 196.194(2).

 

ARTICLE VIII

CONFIDENTIALITY REQUIREMENTS

 

8.0                                ThisAgreement shall be filed by WPL with the PSCW under rules of confidentialitywithin 20 days of execution. Other than said filing, both Buyer and WPL agreenot to provide any information regarding this Agreement or the TransportationRate to any other parties (unless required to do so by a duly constitutedgovernmental or regulatory body) as long as this Agreement is in force.  If a duly constituted governmental orregulatory body does request information regarding this Agreement or theTransportation Rate, both Buyer and WPL agree to provide the other with noticeat least five (5) days before the date of making such requested disclosure sothat the other party to this Agreement may intervene in any proceeding whichmay affect the ultimate disclosure of this Agreement

 

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or the Transportation Rate. Further, Buyer and WPL agree that information regarding this Agreementor the Transportation Rate may be disclosed to individuals or organizations whoare not parties to this Agreement if prior written consent is received from theother party to this Agreement.  Finally,either party to this Agreement may disclose the terms of this Agreement to anyof its employees or agents including employees or agents of its affiliatecompanies, excluding WPL’s nonpublic utility power marketing affiliates, on aneed-to-know basis.

 

ARTICLE IX

EVENTS OF DEFAULT

 

9.0                                Eitherparty which asserts that a breach or default of this Agreement has occurredshall promptly give the alleged defaulting party written notice of the asserteddefault which specifies the nature of the breach.  The following events constitute Events of Default hereunder:

 

a.                                       Except withrespect to instances where WPL breaches its obligations under Section 4.0above, if either party breaches or fails to observe or perform any othermaterial term, covenant, agreement, or obligation of this Agreement, unless: a)within thirty (30) days after written notice from the non-defaulting partyspecifying the nature of such breach or failure, the defaulting party curessaid default, or if the breach or failure cannot be reasonably cured withinthirty (30) days, then within such longer period as the parties may agree inwriting; or b) within thirty (30) days after the written notice of default thedefaulting party provides the non-defaulting party with a notice of disputepursuant to Section 11.1 and cures any part of the breach or failure notsubject to dispute within the original thirty (30) day notice period or if notcurable within that time, within such longer period as the parties may agree inwriting.

 

b.                                      Anyrepresentation or warranties herein shall prove to have been incorrect whenmade or deemed made.

 

c.                                       If either partyis dissolved, or its existence is terminated, or its business is discontinued,unless this Agreement is assigned to a successor pursuant to Article XII,or unless a majority of the owners elect to continue its business under asuccessor company, and such company notifies the non-defaulting party of itsintention to assume the defaulting party’s obligations under this Agreementwithin thirty (30) days of such dissolution, termination, or discontinuation.

 

d.                                      If WPL breachesits obligations under Section 4.0 unless within twenty-four (24) hoursafter notice from the Buyer, WPL cures the breach.

 

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9.1                                RemediesUpon Default.  Subject to the disputeresolution and arbitration procedures in Article XI, upon the occurrenceof an Event of Default by a party, or if otherwise permitted under thisAgreement, the non-defaulting party may exercise all remedies available at lawor at equity or other appropriate proceedings.

 

a.                                       Thenon-defaulting party may seek recovery of amounts due and unpaid by the defaultingparty, and/or for damages and expenses resulting from the Event of Default,which shall include all costs and expenses reasonably incurred in the exerciseof its remedy (including reasonable attorney’s fees).

 

b.                                      If the Event ofDefault relates to the failure of WPL to provide Transportation Gas pursuant tothe terms of this Agreement, Buyer shall have the right to specific performanceof WPL’s obligation to provide Transportation Gas as required under thisAgreement.

 

c.                                       If a materialEvent of Default occurs, the non-defaulting party may, without recourse tolegal process, terminate this Agreement by delivery of a written notice to thedefaulting party declaring termination, without liability to the non-defaultingdate of termination.  To exercise thisoption, the non-defaulting party must deliver the written notice of terminationwhile the material Event of Default is continuing or within ninety (90) daysafter the Event of Default has been cured by the defaulting party.  If the notice of termination is notdelivered within that time period, the non-defaulting party may not terminatethis Agreement for that Event of Default. Any such notice of termination shall be effective ninety (90) days afterreceipt by the defaulting party.

 

9.2                                Effectof Termination.  No termination of thisAgreement following any Event of Default shall relieve the defaulting party ofits liability and obligations arising hereunder prior to the effective date oftermination.

 

9.3                                Limitationof Liability.  Neither party shall beentitled to seek incidental, consequential, indirect, special, or exemplarydamages, including, without limitation, any damages for lost profits orproduction.

 

ARTICLE X

FORCE MAJEURE

 

10.0                          NeitherWPL nor Buyer shall be liable for any loss or damage of any nature suffered orincurred as a result of any failure or delay in performance due to ForceMajeure, except for payment obligations of Buyer hereunder.  For the purpose of this Agreement, ForceMajeure shall mean any circumstance, event, act, or force not resulting fromthe fault or negligence of the party claiming Force Majeure which is beyond thecontrol of the party claiming Force Majeure, including, but not limitedto:  any strikes, lockouts, or labordisputes; fires or explosions; acts of God; acts or omissions of third partiesnot under the control of WPL or Buyer; acts of the public enemy; riots;incendiaries; sabotage; terrorist activity or threat of terrorist activitywhich, under the circumstances, would be considered

 

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to be a precursor to actual terrorist activity; economic sanction orembargo; earthquake; abnormal weather conditions, action of the elements,floods, lightening, or wind; unavailability of equipment, supplies, orproducts; interference by civil or military authorities; compliance with thelaws of the United States of America or with the orders or policies, laws, orrules of any governmental authority; equipment breakdown or failure; delays intransit or delivery on the part of transportation companies or communicationfacilities; or any other event or circumstance whether similar or dissimilar tothe foregoing which is beyond the reasonable control of the party claimingForce Majeure.  No party shall be deemedto have suffered an event of Force Majeure due to the failure of equipmentwhich that party, or its agents, employees, or assigns, is responsible foroperating or maintaining if the equipment has not been operated or maintainedin accordance with prudent utility practice.

 

10.1                          Effectof Force Majeure.  If a party isrendered wholly or partly unable to perform its obligations under thisAgreement because of Force Majeure, that party shall be excused from whateverperformance is affected by the Force Majeure to the extent so affected,provided that:

 

a.                                       The partyaffected by such Force Majeure, as soon as reasonably practical after theoccurrence of the claimed Force Majeure event, gives prompt oral notice to theother party, followed by a written notice, fully describing the particulars ofthe occurrence;

 

b.                                      The suspension ofperformance is of no greater scope and of no longer duration than is requiredby the Force Majeure; and

 

c.                                       The Partyaffected by such Force Majeure shall in good faith use such effort as isreasonable under all the circumstances known to the party at the time to removeor remedy the cause(s) of the Force Majeure and to mitigate the damages.

 

10.2                          PaymentObligations Not Excused. Notwithstanding anything in this Article to the contrary, nopayment obligation arising under this Agreement prior to the date of an eventof Force Majeure shall be excused by such event of Force Majeure.

 

10.3                           Settlement of Strikes.  Notwithstanding Section 10.1(c),neither party shall be required to settle any strike or other labor disturbanceexcept on terms satisfactory to such party.

 

ARTICLE XI

DISPUTE RESOLUTION

 

11.0                          GeneralProvisions.  Every dispute of any kindor nature between the Parties arising out of or in connection with thisAgreement (each a “Dispute”) shall be resolved in accordance with this Section,to the extent permitted by Law.

 

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11.1                          Referralto Senior Management.

 

a.                                       Upon theoccurrence of a Dispute, either Buyer or WPL may deliver a notice to the otherparty requesting that the Dispute be referred to the senior management of WPLand Buyer.  Any such notice shallinclude the names of the senior management of the party nominated to attempt toresolve the Dispute and a schedule of their availability during the thirty(30) day period following the date of the notice.  Any such notice shall be delivered within a reasonable time afterthe Dispute arises, but in no event shall it be delivered less than thirty (30)days before the institution of legal or equitable proceedings based on suchDispute would be barred by any applicable statute of limitations.

 

b.                                      Within seven (7)days after receipt of a notice pursuant to Section 11.1(a), the otherparty shall provide a notice to the requesting party indicating the names ofthe senior management of the party nominated to attempt to resolve the Dispute,and a schedule of their availability during the remainder of the thirty(30) day period following the date of the notice.

 

c.                                       During theremainder of the thirty (30) day period following delivery of the notice, thenominated members of the senior management of WPL and Buyer shall meet asfrequently as possible and shall attempt in good faith to resolve the Dispute.

 

11.2                          Arbitration

 

a.                                       Any Dispute thathas not been resolved within thirty (30) days of the delivery of a notice inaccordance with Section 11.1 shall be submitted to arbitration pursuant tothe procedures set forth in this Section and pursuant to the commercialarbitration rules of the American Arbitration Association (the “ArbitrationRules”).  If and to the extent that theprovisions of this Section are inconsistent with the Arbitration Rules,the provisions of this Section shall control in any arbitration proceedingto the extent permitted by Law.

 

b.                                      Either WPL orBuyer may make demand for arbitration in writing to the other party, settingforth the nature of the Dispute, the amount involved, if any, the remediessought, and the name of the arbitrator appointed by the party demandingarbitration.  The demand for arbitrationshall be made within a reasonable time after the expiration of the thirty (30)day period set forth in Section 11.1(a), and in no event shall it be madewhen institution of legal or equitable proceedings based on such Dispute wouldbe barred by any applicable statute of limitations.

 

c.                                       Within fifteen(15) days after any demand for arbitration under Section 11.2(a), theother party shall name its arbitrator, or if in default thereof, sucharbitrator shall be named pursuant to the Arbitration Rules.  The two (2) arbitrators so selected shallname a third arbitrator within ten (10) days after selection of the secondarbitrator, or, in the absence of agreement on a third arbitrator by the two(2) arbitrators so appointed, a third arbitrator shall be appointed pursuant tothe Arbitration Rules.

 

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d.                                      The arbitrationhearing shall be held in Dane County, Wisconsin, or such other place as may bemutually agreed upon by the parties, and shall commence not later than ninety(90) days after the date of the original demand underSection 11.2(a).  The award of thearbitrators shall be made not later than thirty (30) days after the date ofclosing of the hearing, or if oral hearings have been waived, after the date oftransmitting the final statements and proof to the arbitrators; provided,however, that in no event shall any award be made later than one hundred andeighty (180) days after the date of the original demand for arbitration underSection 11.2(b).  The arbitratorsshall be required to render a reasoned decision in writing accompanying anyword.

 

e.                                       In the event thearbitrators find a breach of the terms and conditions of this Agreement to haveoccurred and be continuing, the arbitrators shall have express authority toorder specific performance of the terms and obligations of the Agreement to theextent allowed in Section 9.1(b) above, and to order the payment ofdamages to compensate the non-defaulting party for any loss to the extentallowed in Sections 9.1(a), 9.1(b), 9.2, and 9.3 above.  Any payment of damages ordered by thearbitrators shall bear interest at the Prime Rate as set forth in the WallStreet Journal, which interest shall accrue daily, from the date as of whichsuch damages are calculated to the date on which the party entitled theretoreceives payment thereof in full.  Theaward of the arbitrators shall be final, except as otherwise provided byapplicable law.  Judgment upon suchaward may be entered on behalf of the prevailing party in any court havingjurisdiction thereof, and application may be made by such party to any suchcourt for judicial acceptance of such award and an order of enforcement.

 

f.                                         Theadministrative and arbitrator’s costs shall be borne by the unsuccessful partyunless the arbitrators by their award shall otherwise provide, but each partyshall pay its own other costs and attorneys fees.

 

11.3                          No OtherRemedies.  Unless an Event of Defaultunrelated to the matters in dispute occurs, during the conduct of dispute resolutionprocedures pursuant to this Article XI no party shall exercise any otherremedies hereunder arising by virtue of the matters in dispute; provided,however, that nothing in this Section shall be construed to prevent WPLfrom suspending performance in the event that Buyer has not paid undisputedamounts due and owing to WPL under this Agreement.

 

ARTICLE XII

ASSIGNMENT AND TRANSFER

 

12.0                          Exceptas otherwise provided in this Article, neither party may assign all or anyportion of its interest in this Agreement without the consent of the otherparty, which consent shall not be unreasonably withheld.

 

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12.1                          Eitherparty shall have the right to assign all (but not less than all) of itsinterest in this Agreement to a subsidiary or affiliate or to an entity withwhich it has merged or consolidated or transferred all or substantially all ofits assets; provided, however, that the assignee shall assume in writing all ofthe assignor’s rights and obligations under this Agreement and shall becreditworthy.

 

12.2                          Buyershall have the right to assign its interest in this Agreement in whole to itslenders for collateral security purposes in connection with obtainingconstruction or permanent financing for the Project.  WPL shall cooperate with Buyer in Buyer’s efforts to obtainfinancing, including the provision of consents or authorizations, opinions ofcounsel, and other documents reasonably required by lenders to obtain financingfor the Project.

 

12.3                          This Agreementshall be binding upon and shall inure to the benefit of the respectivesuccessors and assigns of the parties.

 

ARTICLE XIII

MODIFICATION OF TERMS AND CONDITIONS

 

13.0                          Modificationof the terms and conditions of this Agreement may be made from time to timeduring the term hereof upon the mutual agreement of both parties and shall notbe binding unless in writing and signed by authorized representatives of bothparties.  To the extent required byregulation, rule, or statute, any and all modifications of the terms andconditions of this Agreement shall be filed in a timely manner (under rules ofconfidentiality) by WPL with the PSCW.

 

ARTICLE XIV

NOTICES

 

14.0                          Unlessotherwise provided herein, all communications from one party to the other shallbe sent by registered mail, overnight mail, or facsimile transmission.  All communications should be addressed to:

 
| WPL:                                |   | Buyer:                                |
|-------------------------------------|--------|---------------------------------------|
|                                |   |                                  |
| Pat Keenan                          |   | Kevin Roche                           |
| Director – Sales and Marketing |   | President                             |
| Alliant Energy                      |   | United Wisconsin Grain Producers, LLC |
| 4902 North Biltmore Lane            |   | Friesland, WI 53935-0247              |
| Madison, WI 53707-1007              |   | Phone No. 920-348-5016                |
| Phone No. 608-458-3489              |   | Fax No. 920-348-5009                  |
| Fax No. 608-458-0214                |   |                                  |

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beexecuted as of the date first written above.

 

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| WISCONSIN  POWER AND LIGHT  COMPANY | UNITED WISCONSIN GRAIN PRODUCERS, LLC |
|-------------------------------------|---------------------------------------|
|                                |                                  |
| By:                                 | /s/ Patrick E. Keenan                 |   | By: | /s/Kevin Roche |   |
|                                |                                  |
| Name:                               | Patrick E. Keenan                     |   | Name: | Kevin Roche |   |
|                                |                                  |
| Title:                              | Director                              |   | Title: | President |   |
|                                     |                                       |  |  |  |  |  |  |  |  |

 

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