MGE Energy (MGEE)

ARTICLE 14  EVENTS OF DEFAULT

28

14.1  Payment Default

28

14.2  Misrepresentation

28

14.3  Covenant Defaults

28

14.4  Judgment Default

28

14.5  Bankruptcy

28

14.6  Lack of Authorizations

29

ARTICLE 14  EVENTS OF DEFAULT

28

14.1  Payment Default

28

14.2  Misrepresentation

28

14.3  Covenant Defaults

28

14.4  Judgment Default

28

14.5  Bankruptcy

28

14.6  Lack of Authorizations

29

ARTICLE 12
EVENTS OF DEFAULT

At any time after the Execution Date, the following shall constitute events of default by Lessee under this Facility Lease (each, a “Lessee Event of Default”):

12.1

Payment Default.  Any amount due and payable by Lessee under this Facility Lease shall not have been paid within 30 days of its respective due date and after notice thereof by Lessor.

12.2

Misrepresentation.  Any representation or warranty of Lessee contained in this Facility Lease or any other Lease Document to which it is a party is false or misleading in any material respect when made, deemed made or reaffirmed, as the case may be, and would, if capable of being corrected, still be incorrect 60 days later with reference to the facts and circumstances existing on such later date and which has a Material Adverse Effect.

12.3

Covenant Defaults.  Lessee defaults in the performance or observance of any of its other material obligations under this Facility Lease (other than provided for in Section 14.1 and Section 14.2) or any other Lease Document to which it is a party and such default continues unremedied for a period of 90 days after written notice thereof by Lessor; provided, however, that such 90-day period shall be extended for an additional 90 days so long as such default is remediable and Lessee is diligently pursuing such remedy.

12.4

Judgment Default.  One or more final judgments in the aggregate in excess of $20,000,000, to the extent not paid or covered by insurance provided by an insurance carrier who has acknowledged coverage in writing, shall be rendered against Lessee and shall not be discharged within 90 days from the date of entry thereof.

12.5

Bankruptcy.  Lessee shall have:

(a)

applied for or consented to the appointment of a receiver, trustee or liquidator of Lessee or of all or a substantial part of Lessee’s assets;

(b)

been adjudicated bankrupt or insolvent, or filed a voluntary petition in bankruptcy, or admitted in writing its inability to pay its debts as they come due;

(c)

made a general assignment for the benefit of creditors;

(d)

filed a petition or an answer seeking reorganization or arrangement with creditors or taken advantage of any insolvency law;

(e)

filed an answer admitting the material allegations of, or consented to, or defaulted in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceedings; or

(f)

been the subject of an order, judgment or decree entered by any court of competent jurisdiction, approving a petition seeking reorganization of Lessee or appointing a receiver, trustee or liquidator of Lessee or of all or a substantial part of Lessee’s assets, and such order, judgment or decree shall have continued unstayed and in effect for a period of at least 60 consecutive days.

12.6

Lack of Authorizations.  Any Authorization required by applicable Law for the continued performance by Lessee of its obligations under this Facility Lease or any other Lease Document to which it is party shall have been revoked, suspended, modified or withdrawn, and Lessee shall have failed to restore such Authorizations within 180 days after such revocation, suspension, modification or withdrawal, and such revocation, suspension, modification or withdrawal has a Material Adverse Effect.