Exhibit 10.1


 


AGREEMENT FOR INDIVIDUALLY-CONTRACTED


FIRM NATURAL GAS TRANSPORTATION SERVICE


 


This Agreement for individually-contracted firm natural gas
transportation service (hereafter referred to as the “Agreement”) is made this
8th day of April, 2004, by and between WISCONSIN POWER AND LIGHT
COMPANY, a Wisconsin corporation engaged in the distribution of natural gas,
4902 North Biltmore Lane, Madison, Wisconsin 53718-2148 (hereafter referred to
as “WPL”) and UNITED WISCONSIN GRAIN PRODUCERS, LLC, a Wisconsin limited
liability company, located at W1231 Tessman Road Cambria, Wisconsin 53923
(hereafter referred to as “Buyer”).


 


WHEREAS, Buyer has requested that WPL provide firm natural gas
transportation service for the Project (as defined below), and WPL has agreed
to provide such service; and


 


WHEREAS, Wisconsin Statutes Section 196.194(2) enables a Wisconsin
natural gas distribution utility to enter into an individual contract if the
customer 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 in
this Agreement has been established with the intent of meeting the compensatory
standard, 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 fuel
services.


 


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


 


ARTICLE I


PURPOSE


 


1.0                              The
purpose of this Agreement is to set forth the general terms and conditions
under which Buyer may purchase individually-contracted natural gas
transportation service and under which WPL agrees to provide such service.


 












* Portions omitted pursuant to a request
for confidential treatment and filed separately with the Securities and
Exchange Commission.


 


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ARTICLE II


DEFINITIONS


 


2.0                                Balancing
Period – The interval used by WPL to calculate differences between Buyer’s
Transportation Gas Delivered and Transportation Gas Received.


 


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


 


2.2                                Construction
Costs – The direct and indirect costs incurred by WPL with respect to the
construction of the Gas Delivery Facilities.


 


2.3                                Gas
Delivery Facilities – The gas main and associated facilities to be installed by
WPL to provide an interconnection between the Project and the Pipeline gate
station, with capacity of at least 8000 dekatherms per day of natural gas
transportation service to Buyer’s Project.


 


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


 


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


 


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


 


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


 


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


 


2.9                                Transportation
Rate – The total of the rates set forth in Sections 4.1 and 4.2 of this
Agreement.


 


2.10                          Utility
Service Rate Schedule and Riders – WPL Volume III Rate Book Schedules and
Riders, or successors thereto.  Such
rate schedules and riders shall govern the terms and conditions associated with
natural gas transportation service under this Agreement, but not the rates and
surcharges which apply.


 


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ARTICLE III


FACILITIES CONSTRUCTION


 


3.0                                Pursuant
to the Utility Service Rate Schedule and Riders, WPL shall construct or
cause to be constructed, and shall own, operate, and maintain the Gas Delivery
Facilities to render the natural gas transportation service contemplated by
this Agreement.  The Gas Delivery
Facilities include Town Border Station pipeline upgrades, pipeline facilities,
measurement and telemetry equipment, heating, regulation, and other gas conditioning
facilities.


 


ARTICLE IV


SERVICE AND RATES


 


4.0                                Service
Volumes and Terms


 


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


 


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


 


Buyer and WPL agree that the Transportation Gas Received under this
Agreement shall be governed by the terms and conditions of service of Buyer’s
applicable Utility Service Rate Schedule and Riders, but that the Transportation
Rate, and any associated surcharges, will be governed solely by this
Agreement.  Buyer is solely responsible
for making arrangements for the Transportation Gas Received, that is,
contracting and paying for the purchase of the natural gas and for the delivery
through an interstate pipeline transporter of the natural gas to the
interconnection between the Pipeline gate station and WPL’s Gas Delivery
Facilities.


 


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


 


3

















 


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


 


4.1                                Transportation
Rate


 


Buyer will pay WPL each month a service fee of [*]. Buyer will also pay
WPL [*] for each dekatherm for the first 1,400,000 dekatherms of Transportation
Gas Delivered to Buyer by WPL.  Each
additional dekatherm consumed by Buyer above the 1,400,000 dekatherm threshold
will be billed by WPL to Buyer at [*]/dekatherm.


 


4.2                                Administration
Charge


 


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


 


4.3                                FERC
Mandated Non-gas Surcharges


 


Buyer is responsible for any FERC mandated non-gas surcharges including
without limitation, Take or Pay Recovery, Dakota Cost Recovery, Gas Industry
Transition Cost Recovery, Gas Research Institute Charges, and Annual Cost Adjustment
Charges which are rightfully and properly assessed by the Pipeline or any other
entity related to the Transportation Gas Delivered.  Buyer will reimburse and indemnify WPL for any such FERC mandated
non-gas surcharges billed by the Pipeline or any other entity to WPL with
respect to any natural gas delivered to Buyer pursuant to this Agreement.


 


4.4                                Adjustment
of Transportation Rate


 


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


 


4.5                                Billing


 


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


 












* Portions omitted pursuant to a request
for confidential treatment and filed separately with the Securities and
Exchange Commission.


 


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


 


4.6                                Taxes


 


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


 


4.7                                Additional
Services


 


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


 


ARTICLE V


SERVICE CONDITIONS


 


5.0                                Title


 


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


 


5.1                                Balancing
Service


 


Buyer accepts the balancing services set forth in the applicable
Utility Service Rate Schedules and Riders during the term of this Agreement so
that any positive or negative imbalances can be liquidated during a balancing
period.


 


5.2                                Continuity
of Service and Interruptions


 


WPL shall use commercially reasonable diligence to provide Buyer with
firm gas transportation service, but shall not be liable for interruptions,
deficiencies, or imperfections in service resulting from causes that are beyond
its reasonable control.  WPL shall not
be held liable for interruptions, deficiencies, or imperfections in service
resulting 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’s
failure or inability to deliver gas to WPL at sufficient pressure in order for
WPL to deliver the Transportation Gas Received to Buyer.


 


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5.3                                Conduct
of Operations


 


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


 


5.4                                Additional
Customers


 


WPL may serve additional customers from the Gas Delivery
Facilities.   However, WPL shall not
serve any other subsequent customer if service to such customer would cause WPL
not to fulfill its obligations to Buyer under Section 4.0 or increase the
cost 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 this
Agreement is executed by both WPL and Buyer, and shall terminate five (5) years
thereafter.


 


Termination of this Agreement shall be subject to final balancing of
quantities in accordance with the provisions of this Agreement and interstate
pipeline requirements on balancing. 
Obligations to pay monies due for service provided hereunder shall not
be affected by and shall survive the termination of this Agreement.


 


ARTICLE VII


GOVERNING LAW AND EFFECT OF FURTHER ORDERS OR
REGULATIONS


 


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


 


ARTICLE VIII


CONFIDENTIALITY REQUIREMENTS


 


8.0                                This
Agreement shall be filed by WPL with the PSCW under rules of confidentiality
within 20 days of execution. Other than said filing, both Buyer and WPL agree
not to provide any information regarding this Agreement or the Transportation
Rate to any other parties (unless required to do so by a duly constituted
governmental or regulatory body) as long as this Agreement is in force.  If a duly constituted governmental or
regulatory body does request information regarding this Agreement or the
Transportation Rate, both Buyer and WPL agree to provide the other with notice
at least five (5) days before the date of making such requested disclosure so
that the other party to this Agreement may intervene in any proceeding which
may affect the ultimate disclosure of this Agreement


 


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or the Transportation Rate. 
Further, Buyer and WPL agree that information regarding this Agreement
or the Transportation Rate may be disclosed to individuals or organizations who
are not parties to this Agreement if prior written consent is received from the
other party to this Agreement.  Finally,
either party to this Agreement may disclose the terms of this Agreement to any
of its employees or agents including employees or agents of its affiliate
companies, excluding WPL’s nonpublic utility power marketing affiliates, on a
need-to-know basis.


 


ARTICLE IX


EVENTS OF DEFAULT


 


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


 


a.                                       Except with
respect to instances where WPL breaches its obligations under Section 4.0
above, if either party breaches or fails to observe or perform any other
material term, covenant, agreement, or obligation of this Agreement, unless: a)
within thirty (30) days after written notice from the non-defaulting party
specifying the nature of such breach or failure, the defaulting party cures
said default, or if the breach or failure cannot be reasonably cured within
thirty (30) days, then within such longer period as the parties may agree in
writing; or b) within thirty (30) days after the written notice of default the
defaulting party provides the non-defaulting party with a notice of dispute
pursuant to Section 11.1 and cures any part of the breach or failure not
subject to dispute within the original thirty (30) day notice period or if not
curable within that time, within such longer period as the parties may agree in
writing.


 


b.                                      Any
representation or warranties herein shall prove to have been incorrect when
made or deemed made.


 


c.                                       If either party
is 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 a
successor company, and such company notifies the non-defaulting party of its
intention to assume the defaulting party’s obligations under this Agreement
within thirty (30) days of such dissolution, termination, or discontinuation.


 


d.                                      If WPL breaches
its obligations under Section 4.0 unless within twenty-four (24) hours
after notice from the Buyer, WPL cures the breach.


 


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9.1                                Remedies
Upon Default.  Subject to the dispute
resolution and arbitration procedures in Article XI, upon the occurrence
of an Event of Default by a party, or if otherwise permitted under this
Agreement, the non-defaulting party may exercise all remedies available at law
or at equity or other appropriate proceedings.


 


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


 


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


 


c.                                       If a material
Event of Default occurs, the non-defaulting party may, without recourse to
legal process, terminate this Agreement by delivery of a written notice to the
defaulting party declaring termination, without liability to the non-defaulting
date of termination.  To exercise this
option, the non-defaulting party must deliver the written notice of termination
while the material Event of Default is continuing or within ninety (90) days
after the Event of Default has been cured by the defaulting party.  If the notice of termination is not
delivered within that time period, the non-defaulting party may not terminate
this Agreement for that Event of Default. 
Any such notice of termination shall be effective ninety (90) days after
receipt by the defaulting party.


 


9.2                                Effect
of Termination.  No termination of this
Agreement following any Event of Default shall relieve the defaulting party of
its liability and obligations arising hereunder prior to the effective date of
termination.


 


9.3                                Limitation
of Liability.  Neither party shall be
entitled to seek incidental, consequential, indirect, special, or exemplary
damages, including, without limitation, any damages for lost profits or
production.


 


ARTICLE X


FORCE MAJEURE


 


10.0                          Neither
WPL nor Buyer shall be liable for any loss or damage of any nature suffered or
incurred as a result of any failure or delay in performance due to Force
Majeure, except for payment obligations of Buyer hereunder.  For the purpose of this Agreement, Force
Majeure shall mean any circumstance, event, act, or force not resulting from
the fault or negligence of the party claiming Force Majeure which is beyond the
control of the party claiming Force Majeure, including, but not limited
to:  any strikes, lockouts, or labor
disputes; fires or explosions; acts of God; acts or omissions of third parties
not under the control of WPL or Buyer; acts of the public enemy; riots;
incendiaries; sabotage; terrorist activity or threat of terrorist activity
which, under the circumstances, would be considered


 


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to be a precursor to actual terrorist activity; economic sanction or
embargo; earthquake; abnormal weather conditions, action of the elements,
floods, lightening, or wind; unavailability of equipment, supplies, or
products; interference by civil or military authorities; compliance with the
laws of the United States of America or with the orders or policies, laws, or
rules of any governmental authority; equipment breakdown or failure; delays in
transit or delivery on the part of transportation companies or communication
facilities; or any other event or circumstance whether similar or dissimilar to
the foregoing which is beyond the reasonable control of the party claiming
Force Majeure.  No party shall be deemed
to have suffered an event of Force Majeure due to the failure of equipment
which that party, or its agents, employees, or assigns, is responsible for
operating or maintaining if the equipment has not been operated or maintained
in accordance with prudent utility practice.


 


10.1                          Effect
of Force Majeure.  If a party is
rendered wholly or partly unable to perform its obligations under this
Agreement because of Force Majeure, that party shall be excused from whatever
performance is affected by the Force Majeure to the extent so affected,
provided that:


 


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


 


b.                                      The suspension of
performance is of no greater scope and of no longer duration than is required
by the Force Majeure; and


 


c.                                       The Party
affected by such Force Majeure shall in good faith use such effort as is
reasonable under all the circumstances known to the party at the time to remove
or remedy the cause(s) of the Force Majeure and to mitigate the damages.


 


10.2                          Payment
Obligations Not Excused. 
Notwithstanding anything in this Article to the contrary, no
payment obligation arising under this Agreement prior to the date of an event
of 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 disturbance
except on terms satisfactory to such party.


 


ARTICLE XI


DISPUTE RESOLUTION


 


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


 


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11.1                          Referral
to Senior Management.


 


a.                                       Upon the
occurrence of a Dispute, either Buyer or WPL may deliver a notice to the other
party requesting that the Dispute be referred to the senior management of WPL
and Buyer.  Any such notice shall
include the names of the senior management of the party nominated to attempt to
resolve 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 after
the 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 such
Dispute 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 other
party shall provide a notice to the requesting party indicating the names of
the 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 the
remainder of the thirty (30) day period following delivery of the notice, the
nominated members of the senior management of WPL and Buyer shall meet as
frequently as possible and shall attempt in good faith to resolve the Dispute.


 


11.2                          Arbitration


 


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


 


b.                                      Either WPL or
Buyer may make demand for arbitration in writing to the other party, setting
forth the nature of the Dispute, the amount involved, if any, the remedies
sought, and the name of the arbitrator appointed by the party demanding
arbitration.  The demand for arbitration
shall 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 made
when institution of legal or equitable proceedings based on such Dispute would
be barred by any applicable statute of limitations.


 


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


 


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


 


e.                                       In the event the
arbitrators find a breach of the terms and conditions of this Agreement to have
occurred and be continuing, the arbitrators shall have express authority to
order specific performance of the terms and obligations of the Agreement to the
extent allowed in Section 9.1(b) above, and to order the payment of
damages to compensate the non-defaulting party for any loss to the extent
allowed in Sections 9.1(a), 9.1(b), 9.2, and 9.3 above.  Any payment of damages ordered by the
arbitrators shall bear interest at the Prime Rate as set forth in the Wall
Street Journal, which interest shall accrue daily, from the date as of which
such damages are calculated to the date on which the party entitled thereto
receives payment thereof in full.  The
award of the arbitrators shall be final, except as otherwise provided by
applicable law.  Judgment upon such
award may be entered on behalf of the prevailing party in any court having
jurisdiction thereof, and application may be made by such party to any such
court for judicial acceptance of such award and an order of enforcement.


 


f.                                         The
administrative and arbitrator’s costs shall be borne by the unsuccessful party
unless the arbitrators by their award shall otherwise provide, but each party
shall pay its own other costs and attorneys fees.


 


11.3                          No Other
Remedies.  Unless an Event of Default
unrelated to the matters in dispute occurs, during the conduct of dispute resolution
procedures pursuant to this Article XI no party shall exercise any other
remedies hereunder arising by virtue of the matters in dispute; provided,
however, that nothing in this Section shall be construed to prevent WPL
from suspending performance in the event that Buyer has not paid undisputed
amounts due and owing to WPL under this Agreement.


 


ARTICLE XII


ASSIGNMENT AND TRANSFER


 


12.0                          Except
as otherwise provided in this Article, neither party may assign all or any
portion of its interest in this Agreement without the consent of the other
party, which consent shall not be unreasonably withheld.


 


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12.1                          Either
party shall have the right to assign all (but not less than all) of its
interest in this Agreement to a subsidiary or affiliate or to an entity with
which it has merged or consolidated or transferred all or substantially all of
its assets; provided, however, that the assignee shall assume in writing all of
the assignor’s rights and obligations under this Agreement and shall be
creditworthy.


 


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


 


12.3                          This Agreement
shall be binding upon and shall inure to the benefit of the respective
successors and assigns of the parties.


 


ARTICLE XIII


MODIFICATION OF TERMS AND CONDITIONS


 


13.0                          Modification
of the terms and conditions of this Agreement may be made from time to time
during the term hereof upon the mutual agreement of both parties and shall not
be binding unless in writing and signed by authorized representatives of both
parties.  To the extent required by
regulation, rule, or statute, any and all modifications of the terms and
conditions of this Agreement shall be filed in a timely manner (under rules of
confidentiality) by WPL with the PSCW.


 


ARTICLE XIV


NOTICES


 


14.0                          Unless
otherwise provided herein, all communications from one party to the other shall
be 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 be
executed 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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