Exhibit 10.2





Exhibit 10.2




Contract No. 137079




NATURAL GAS PIPELINE COMPANY OF AMERICA LLC (NATURAL)

TRANSPORTATION RATE SCHEDULE ITS

DATED June 29, 2009

UNDER SUBPART G OF PART 284 OF THE FERC’S REGULATIONS





	1.	 	SHIPPER is: ONE EARTH ENERGY, LLC, a END USER.
	 
	2.	 	MDQ totals: 10000 Dth per day.
	 
	3.	 	TERM: July 1, 2009 through July 31, 2009 and month to month thereafter until terminated by
either party by the provision of not less than thirty (30) days prior written notice to the
other party.
	 
	4.	 	Service will be ON BEHALF OF:
	 	 	þ Shipper or
	 	 	o Other:                     
	 
	5.	 	The ULTIMATE END USERS are (check one):                                         ;


o customers of the following LDC/pipeline company(ies):
	 	 	o customers in these states:                     ; or
	 	 	þ customers within any state in the continental U.S.
	 
	6.	 	o This Agreement supersedes and cancels a                      Agreement dated                     .
	 
	 	 	o Other:                     
	 
	7.	 	SHIPPER’S ADDRESSES NATURAL’S ADDRESSES





General Correspondence:




	 	 	 
	ONE EARTH ENERGY, LLC

	 	NATURAL GAS PIPELINE COMPANY OF AMERICA LLC
	ATTN: STEVE KELLY

	 	ATTENTION: ACCOUNT SERVICES
	202 NORTH JORDAN DRIVE

	 	ONE ALLEN CENTER, SUITE 1000
	GIBSON CITY, IL 60936

	 	500 DALLAS ST.
	 

	 	HOUSTON, TEXAS 77002






Statements/Invoices/Accounting Related Materials:




	 	 	 
	ONE EARTH ENERGY, LLC

	 	NATURAL GAS PIPELINE COMPANY OF AMERICA LLC
	ATTN: ACCOUNTING DEPT.

	 	ATTENTION: ACCOUNT SERVICES
	202 NORTH JORDAN DRIVE

	 	ONE ALLEN CENTER, SUITE 1000
	GIBSON CITY, IL 60936

	 	500 DALLAS ST.
	 

	 	HOUSTON, TEXAS 77002
	 
	 	 
	 

	 	Payments:
	 
	 	 
	 

	 	NATURAL GAS PIPELINE COMPANY OF AMERICA LLC
	 

	 	DEPT 3020
	 

	 	P.O. BOX 201607
	 

	 	DALLAS, TEXAS 75320-1607
	 
	 	 
	 

	 	FOR WIRE TRANSFER:
	 

	 	NATURAL GAS PIPELINE COMPANY OF AMERICA LLC
	 

	 	WELLS FARGO BANK, NA
	 

	 	ABA #121 000 248
	 

	 	ACCOUNT #: 412-1049548





 


 









 





Contract No. 137079




NATURAL GAS PIPELINE COMPANY OF AMERICA LLC (Natural)

TRANSPORTATION RATE SCHEDULE ITS AGREEMENT DATED June 29, 2009

UNDER SUBPART G OF PART 284 OF THE FERC’S REGULATIONS

(CON’T)





	8.	 	Any or all of the following provisions may be included (where applicable) in related
negotiated rate or discount contracts, if any:






a. (DISCOUNTED RATE AGREEMENTS ONLY) Applicable Maximum and Minimum Rates.
Notwithstanding any other provision of this Agreement, in no event shall a discounted rate
billed by Natural be less than the applicable minimum rate or more than the applicable maximum
rate set forth in Natural’s FERC Gas Tariff, as may be revised from time to time.




b. (NEGOTIATED RATE AGREEMENTS ONLY) Maximum and Minimum Tariff Rates. Unless otherwise
expressly provided in this Agreement, the negotiated rates shall apply to service provided by
Natural to Shipper for the term of the Agreement notwithstanding any otherwise applicable
maximum or minimum rates set forth in Natural’s FERC Gas Tariff as revised from time to time.




c. (DISCOUNTED RATE AGREEMENTS ONLY) Refunds. In no event shall Natural be required to
refund to Shipper any amounts collected for service to which the discounted rate(s) apply,
unless the relevant discounted rate billed to Shipper exceeds the corresponding applicable
effective maximum rates set forth in Natural’s FERC Gas Tariff, as approved by the FERC from
time to time.




d. (NEGOTIATED RATE AGREEMENTS ONLY) Refunds. In no event shall Natural be required to
refund to Shipper any amounts collected for service to which the negotiated rates apply,
notwithstanding any otherwise applicable maximum or minimum rate set forth in Natural’s FERC
Gas Tariff, as may be revised from time to time.




e. Notifications. Except as otherwise may be expressly provided herein, any notice or
communication contemplated or required by this Agreement shall be in writing unless oral
notification is expressly authorized herein, and shall be sent to the appropriate party at the
relevant address set forth in the Transportation Agreement, as may be revised from time to
time.




f. Nonwaiver of Rights. No delay or failure to exercise any right or remedy accruing to
either Natural or Shipper upon breach or default by the other will impair any right or
remedy or be construed to be a waiver of any such breach or default, not will a waiver of
any single breach be deemed a waiver of any other breach or default.




g. Succession and Assignment. Any entity which shall succeed by purchase, merger or
consolidation to title to the properties, substantially as an entirety, of Natural or Shipper as
the case may be, shall be entitled to the rights and shall be subject to the obligations of its
predecessor in title under this Agreement. No other assignment of this Agreement nor of any of
the individual rights or obligations hereunder by Shipper shall be effective as to Natural
without the prior express written consent of Natural.




h. No Third Party Beneficiaries. This Agreement shall not create any rights in any third
parties, and no provision of this Agreement shall be construed as creating any obligations for
the benefit of, or rights in favor of, any person or entity other than Natural or Shipper.




i. Conformance to Law. It is understood that performance hereunder shall be subject to all
valid laws, orders, rules and regulations of duly constituted governmental authorities having
jurisdiction or control of the matters related hereto, including without limitation the Federal
Energy Regulatory Commission.




j. Effect of Tariff. This Agreement shall at all times be subject to all applicable
provisions of Natural’s FERC Gas Tariff.




k. GOVERNING LAW. THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT OF THIS AGREEMENT SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICT OF LAW RULE WHICH WOULD
REFER ANY MATTER TO THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF TEXAS.


 


 









 





Contract No. 137079



NATURAL GAS PIPELINE COMPANY OF AMERICA LLC (Natural)

TRANSPORTATION RATE SCHEDULE ITS AGREEMENT DATED June 29, 2009

UNDER SUBPART G OF PART 284 OF THE FERC’S REGULATIONS

(CON’T)





I. Entire Agreement. This Agreement contains the entire agreement between Natural and
Shipper with respect to the subject matter hereof, and supersedes any and all prior
understandings and agreements, whether oral or written, concerning the subject matter hereof,
and any and all such prior understandings and agreements are hereby deemed to be void and of no
effect. No amendments to or modifications of this Agreement shall be effective unless agreed
upon in a written instrument executed by Natural and Shipper which expressly refers to this
Agreement.




	9.	 	The above stated Rate Schedule, as revised from time to time, controls this Agreement and is
incorporated herein. The attached Exhibits A, B, C and D (if applicable), are a part of this
Agreement. THIS AGREEMENT SHALL BE CONSTRUED AND GOVERNED BY THE LAWS OF TEXAS, AND NO STATE
LAW SHALL APPLY TO REACH A DIFFERENT RESULT. This Agreement states the entire agreement
between the parties and no waiver, representation, or agreement shall affect this Agreement
unless it is in writing. Shipper shall provide the actual end user purchaser name(s) to
Natural if Natural must provide them to the FERC.





	 	 	 	 	 	 	 	 	 
	AGREED TO BY:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NATURAL GAS PIPELINE COMPANY OF AMERICA LLC

“Natural”	 	 	 	ONE EARTH ENERGY, LLC

“Shipper”
	 
	 	 	 	 	 	 	 	 
	/s/:

	 	/s/ David J. Devine
	 	 	 	/s/:
	 	/s/ Steven Kelly
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	David J. Devine	 	 	 	Name:
	 	Steven Kelly
	Title:

	 	
President
	 	 	 	Title:
	 	President







 


 









 







EXHIBIT A

DATED June 29, 2009




Company: ONE EARTH ENERGY, LLC

Contract No.: 137079




NATURAL RECEIPT POINT(S)



All Receipt Points as they appear in Natural’s most recently revised and currently
released edition of Catalog of Receipt and Delivery Points, as such may be changed from time
to time.



MAXIMUM DAILY QUANTITY 




The Maximum Daily Quantity at each Natural Receipt Point is equal to the Maximum
Daily Quantity of the Agreement.



RECEIPT PRESSURE, ASSUMED ATMOSPHERIC PRESSURE 




Natural gas to be delivered to Natural at the Receipt Point(s) shall be at a delivery
pressure sufficient to enter Natural’s pipeline facilities at the pressure maintained from time
to time, but Shipper shall not deliver gas at a pressure in excess of the Maximum Allowable
Operating Pressure (MAOP) stated for each Receipt Point in Natural’s Catalog of Points. The
measuring party shall use or cause to be used an assumed atmospheric pressure corresponding to
the elevation at such Receipt Point(s).



RATES




Except as otherwise provided below or in any written agreement(s) between the parties in
effect during the term hereof, Shipper shall pay Natural the applicable maximum rate(s) and all
other lawful charges as specified in Natural’s applicable rate schedule. Shipper and Natural may
agree that Shipper shall pay a rate other than the applicable maximum rate so long as such rate is
between the applicable maximum and minimum rates specified for such service in the Tariff. Natural
and Shipper may agree that a specific discounted rate will apply only to certain volumes under the
agreement. The parties may agree that a specified discounted rate will apply only to specified
volumes (MDQ or commodity volumes) under the agreement; that a specified discounted rate will apply
only if specified volumes are achieved or only if the volumes do not exceed a specified level; that
a specified discounted rate will apply only during specified periods of the year or for a
specifically defined period; that a specified discounted rate will apply only to specified points,
zones, mainline segments, supply areas, transportation paths, markets or other defined geographical
area(s); that a specified discounted rate(s) will apply in a specified relationship to the volumes
actually transported (i.e., that the reservation charge will be adjusted in a specified
relationship to volumes actually transported); and/or that the discount will apply only to reserves
dedicated by Shipper to Natural’s system. Notwithstanding the foregoing, no discount agreement may
provide that an agreed discount as to a certain volume level will be invalidated if the Shipper
transports an incremental volume above that agreed level. In addition, the discount agreement may
include a provision that if one rate component which was at or below the applicable maximum rate at
the time the discount agreement was executed subsequently exceeds the applicable maximum rate due
to a change in Natural’s maximum rates so that such rate component must be adjusted downward to
equal the new applicable maximum rate, then other rate components may be adjusted upward to achieve
the agreed overall rate, so long as none of the resulting rate components exceed the maximum rate
applicable to that rate component. Such changes to rate components shall be applied prospectively,
commencing with the date a Commission order accepts revised tariff sheets. However, nothing
contained herein shall be construed to alter a refund obligation under applicable law for any
period during which rates which had been charged under a discount agreement exceeded rates which
ultimately are found to be just and reasonable. If the parties agree upon a rate other than the
applicable maximum rate, such written Agreement shall specify that the parties mutually agree
either: (1) that the agreed rate is a discount rate; or (2) that the agreed rate is a Negotiated
Rate (or Negotiated Rate Formula). In the event that the parties agree upon a Negotiated Rate or
Negotiated Rate Formula, this Agreement shall be subject to Section 49 of the General Terms and
Conditions of Natural’s Tariff.



FUEL GAS AND GAS LOST AND UNACCOUNTED FOR PERCENTAGE (%) 




Shipper will be assessed the applicable percentage for Fuel Gas and Gas Lost and
Unaccounted For unless Natural and Shipper mutually agree on monetary reimbursement.



TRANSPORTATION OF LIQUIDS 




Transportation of liquids may occur at permitted points identified in Natural’s
current Catalog of Receipt and Delivery Points, but only if the parties execute a separate
liquids agreement.




 


 









 







EXHIBIT B

DATED June 29, 2009




Company: ONE EARTH ENERGY, LLC



Contract No.: 137079



NATURAL DELIVERY POINT(S)



All Delivery Points as they appear in Natural’s most recently revised and currently
released edition of Catalog of Receipt and Delivery Points, as such may be changed from time
to time.



MAXIMUM DAILY QUANTITY 




The Maximum Daily Quantity at each Natural Delivery Point is equal to the Maximum Daily
Quantity of the Agreement.



DELIVERY PRESSURE, ASSUMED ATMOSPHERIC PRESSURE 




Natural gas to be delivered by Natural to Shipper, or for Shipper’s account, at the Delivery
Point(s) shall be at the pressures available in Natural’s pipeline facilities from time to time;
provided, however, that the delivery pressure shall not be less than na. The measuring
party shall use or cause to be used an assumed atmospheric pressure corresponding to the elevation
at such Delivery Point(s).