0000061339-06-000020 Sample Contracts

Contract
Assignment and Assumption Agreement • November 7th, 2006 • Madison Gas & Electric Co • Electric & other services combined • Iowa

THIS ASSET PURCHASE AGREEMENT ("Agreement") made and entered into as of the 29th day of September, 2006, by and among Northern Iowa Windpower II LLC, a Delaware limited liability company ("Windpower II"); Northern Iowa Windpower III LLC, a Delaware limited liability company ("Windpower III") (Windpower II and Windpower DI, hereinafter collectively referred to as "Seller") and Madison Gas and Electric Company, a Wisconsin corporation ("Buyer").

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Exhibit F.3.1 Form of Change Order
Madison Gas & Electric Co • November 7th, 2006 • Electric & other services combined

Reference is made to the Wind Turbine Supply Agreement, dated as of September 29, 2006 (the “Agreement”), by and between Madison Gas and Electric Company, a Wisconsin corporation (“Buyer”), and Vestas-American Wind Technology, Inc., a California corporation (“Supplier”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. In accordance with Article 11 of the Agreement, each of Supplier and Buyer agrees to the following changes to the Agreement:

WARRANTY AGREEMENT between MADISON GAS AND ELECTRIC COMPANY as Buyer and VESTAS-AMERICAN WIND TECHNOLOGY, INC. as Supplier for the TOP OF IOWA PHASE III PROJECT Dated as of September 29, 2006
Warranty Agreement • November 7th, 2006 • Madison Gas & Electric Co • Electric & other services combined • New York

THIS WARRANTY AGREEMENT is made and entered into as of September 29, 2006 (the “Effective Date”) by and between Vestas-American Wind Technology, Inc., a California corporation (hereinafter “Supplier”), and Madison Gas and Electric Company, a Wisconsin corporation (hereinafter “Buyer”). Buyer and Supplier are sometimes referred to individually as a “Party” and together as the “Parties.”

MANAGEMENT AND ADMINISTRATION AGREEMENT
Management and Administration Agreement • November 7th, 2006 • Madison Gas & Electric Co • Electric & other services combined • Iowa
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