Exhibit 10.1




 




ELECTRIC SERVICE AGREEMENT




 




 




This Agreement made and entered into 9-25,

2002, by and between Southeastern Electric Cooperative, Inc., Marion, South

Dakota (hereinafter called the Cooperative) and Great Plains Ethanol, L.L.C.,

Chancellor, South Dakota (hereinafter called the Customer).




 




                WITNESSETH:




 




                WHEREAS, the Customer

is constructing an ethanol plant located in Section 26 of Germantown Township,

Turner County, South Dakota (hereinafter called the Facility); and




 




                WHEREAS, the customer desires to have the

Cooperative provide all of the electric power and energy requirements of the

Facility and the Cooperative is willing and able to provide these requirements.




 




                NOW, THEREFORE, in consideration of the

mutual promises, covenants and conditions contained herein, the Cooperative and

the Customer agree as follows:




 




1.             Description of Facility.




 




                                                The Facility

shall include the Customer-owned ethanol plant and related facilities located

in the northwest quarter of Section 26, Township 99 North, Range 52 West,

Turner County, South Dakota.




 




2.             Agreement to Sell and Purchase.




 




                                                The Cooperative

hereby agrees to sell and deliver to the Customer and the Customer agrees to

purchase and receive from the Cooperative all of the electric power and energy

requirements of the Facility upon the terms and conditions hereinafter

provided.




 




3.             Service Characteristics.




 




                                                a.             Service Delivery.  Service hereunder shall be provided at

multiple service locations at the Facility, consisting of four (4) three-phase,

60 hertz, 480 volt, 2,500 kVA transformers, one (1) three-phase, 60 hertz, 480

volt, 1,500 kVA transformers and one (1) single-phase, 60 hertz, 240 volt, 50

kVA transformer.  The Cooperative shall

install or cause to be installed, operated and maintained approximately 3.5

miles of 69 kV transmission line, a 69/12.5 kV, 7,500 kVA substation and

approximately 20,000 feet of 15.5 kV underground distribution line and

associated equipment.




 




                                                b.             Capacity.  Electrical service to the Facility under

this Agreement shall be limited to 7,500 kVA. 

Service to additional load above 7,500 kVA shall require an amendment to

this Agreement.




 




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                                                c.             Firm Service.  Service hereunder shall be firm and not

subject to load curtailment.  Power

interruptions may occur as the result of planned and coordinated maintenance

and circumstances beyond the control of the Cooperative as provided for in

Section 4i of this Agreement.




 




4.             Service Conditions and

Requirements.




 




                                                a.             Cooperative-Owned Facilities.  The Cooperative will furnish or cause to be

furnished, installed and maintained all electric equipment and facilities

required to deliver electric power and energy to the Customer for the Facility

to the point of connection.  The point

of connection shall be the secondary terminals of the Customer’s transition

cabinets.  Electric service equipment

furnished, installed, operated and maintained by the Cooperative, as identified

in Section 3a, on the property of the Customer shall remain the property of the

Cooperative and may be removed upon termination of this Agreement.




 




                                                b.             Customer-Owned Facilities.  The Customer shall be solely responsible for

the design, installation, maintenance and safety of any and all Customer

supplied electric facilities or requipment. 

The Customer shall provide and maintain the necessary protection

equipment to protect its own facilities from harm from any electrical cause as

well as to protect the Cooperative’s equipment and members from any damages,

interruption of service, or faulty service due to faults or operations of the

Customer’s equiment.




 




                                                c.             Location of Cooperative

Facilities.  The Customer will

provide to the Cooperative suitable locations for the installation of electric

facilities on the property of the Customer. 

The Customer shall provide the Cooperative or its power supplier, at no

cost, a warranty deed for the substation property and the right of ingress and

egress for all other electric power supply facilities located on site,

including but not limited to, in and out transmission and distribution lines to

permit multiple use of said facilities, on-site distribution lines and

distribution transformer sites.  The

Customer agrees that if in the future there is a need to relocate the above

mentioned facilities that the entire cost of removal and reinstallation will be

at the expense of the Customer.  The

Customer will provide site grading for the substation at no cost to the

Cooperative and further will provide a concrete pad for all service

transformers in accordance with specifications provided by the Cooperative.




 




                                                d.             Accessibility to Cooperative

Facilities.  Duly authorized

representatives of the Cooperative shall be permitted to enter on the property

of the Customer to the extent necessary to maintain and service electric

facilities at all reasonable times in order to carry out the provisions of this

Agreement.




 




                                                e.             Operation of Cooperative

Equipment.  The Customer will do

nothing to interfere with the operation of any Cooperative-owned electric

equipment and facilities, including any metering or signaling equipment.  The Customer shall advise the 




 




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                                                                Cooperative as soon as possible

if the Customer discovers any apparent problem with the condition or

functioning of the Cooperative’s equipment or facilities.




 




                                                f.              Operation of Customer Equipment.  The Customer’s electric service, electric

facilities and load characteristics will conform to the National Electric Code

and National Electric Safety Code, IEEE/ANSI standards and Prudent Utility

Practice.  If the operation of any of

the Customer’s equipment causes power quality or operational problems to the

Cooperative’s electric system, the Customer shall promptly correct or remove

the cause of the problem.  If the Customer

does not eliminate the problem, the Cooperative can correct or remove the

problem from the electric system and the Customer will be responsible for the

costs.  The Customer shall notify the

Cooperative immediately if the Customer discovers that the condition or

operation of any of the Customer-supplied electric equipment or facilities may

pose a risk to any persons or property.




 




                                                g.             Cooperative Membership.  The Customer shall be a member of the

Cooperative.




 




                                                h.             Power Factor.  The Customer agrees to maintain unity power

factor as nearly as practical.  The

demand charges may be adjusted to correct for average power factors less than

five percent (5%) unity (lagging) or greater than five percent (5%) unity

(leading) by increasing the measured demand one percent (1%) for each one

percent (1%) by which the average power factor is less than five percent (5%)

unity (lagging) or more than five percent (5%) unity (leading).




 




                                                i.              Hold Harmless.  If the supply of electric power and energy

provided by the Cooperative should fail or be interrupted, or become defective,

through (a) compliance with any law, ruling, order, regulation, requirement or

instruction of any federal, state or municipal governmental department or

agency or any court of competent jurisdiction; (b) Customer action or

omissions; or (c) acts of God, fires, strikes, embargoes, wards, insurrection

[organized opposition to authority], riot, equipment failures, operation of

protective devices, or other causes beyond the reasonable control of the Cooperative,

the Cooperative shall not be liable for any loss or damages incurred by the

Customer or be deemed to be in breach of this Agreement.  The Customer acknowledges that the delivery

of electric power and energy may at times be subject to interruption by causes

beyond the control of the Cooperative, including weather conditions, vandalism,

accidents, and other interruptions, and that the Customer assumes the risk of

those potential interruptions.  The

Cooperative will use its best efforts to return the interrupted electric

service in the shortest reasonable time under the circumstances.




 




5.             Metering.




 




                                                a.             Point of Metering.  Metering will measure the demand and energy

of the total Facility, and will be located at the 69/12.5 kV substation on the

7,200/12,470 volt secondary bus.




 




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                                                b.             Metering Responsibility.  All meters shall be furnished,

installed,  maintained and read by the

Cooperative.




 




                                                c.             Meter Testing Procedure.  The metering shall be tested yearly for

accuracy.  If any test discloses the

inaccuracy of said meters to the extent of more than two percent (2%) fast or

slow, an adjustment in billling, according to the percentage of inaccuracy

found, shall be made for the period elapsed subsequent to the date of the last

preceding test.




 




                                                d.             Meter Failure.  Should the metering equipment at any time

fail to register proper amounts or should the registration thereof be so

erratic as to be meaningless, the capacity and energy delivered shall be

determined by the Cooperative from the best information available.




 




6.             Rates and Payment.




 




                                                a.             Rate Schedule Application.  The Customer shall pay the Cooperative for

service rendered hereunder at the rates and upon the terms and conditions set

forth in Rate Schedule LPS — Great Plains Ethanol LLC attached to and made a

part of this Agreement and any revisions thereto or substitutions thereof

adopted by the Cooperative’s Board of Directors.




 




                                                b.             Rate Guarantee. The rate

components of the attached rate schedule are guaranteed to remain unchanged for

the years 2003, 2004 and 2005.  If the

Cooperative makes additional investments in the electric facilities serving the

Customer during the term of this rate guarantee, the monthly facilities charge

shall be adjusted accordingly.  The

parties agree that the rates specified may be adjusted by the amount of any new

or increased level in current local, state or Federal taxes or fees.




 




                                                c.             Minimum Demand.  Notwithstanding the Customer’s requirements

for kW demand or use of kWh energy, the demand for billing purposes hereunder

shall not be less than 2,000 kW for any billing period.




 




                                                d.             Incentive Discount.  An incentive discount shall be applied to

each billing during the years 2003 through 2007.  The amount of the incentive discount shall vary each year based

on the following schedule:




 




	

  Year


  	

   


  	

  Discount


  
	

  2003


  	

   


  	

  15%


  
	

  2004


  	

   


  	

  12%


  
	

  2005


  	

   


  	

  9%


  
	

  2006


  	

   


  	

  6%


  
	

  2007


  	

   


  	

  3%


  





 




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                                                e.             Facilities Charge.  The Customer will pay a monthly Facilities

Charge in accordance with the attached rate schedule unless the Cooperative

installs additional facilities not part of this Agreement.




 




                                                f.              Payment Arrangements.  All charges for service shall be paid to the

Cooperative at its Alcester office, through the mail, or by electronic

transfer.  The monthly billing periods

shall be from the first day of the month through the last day of the

month.  Charges for the Preceding month

shall be due and payable upon receipt.




 




                                                g.             Late Payment Charges.  If payment is not received by the date

indicated on the bill, the Customer shall be considered delinquent.  The Cooperative will apply and the Customer

will pay a late payment charge based on the Cooperative’s policy of general

application in effect at the time.




 




                                                h.             Disputed Bills.  The Customer shall pay all bills for

services and/or energy timely and in accordance with billing procedures

established by the Cooperative even though said charges may be disputed.  If it is determined that the Customer is

entitled to a refund or credit for a disputed bill, the Cooperative shall, in

addition to the principal amount refunded or credited, pay interest on said

amount at the rate authorized for interest on judgments in the State of South

Dakota.  Neither party shall be

obligated to settle disputes by arbitration or mediation without the mutual

consent of the parties.




 




7.             Commencement and Termination.




 




                                                a.             Commencement Date.  This Agreement shall be in effect as of the

date executed and the Customer’s obligation to purchase electricity and

commence payments under this Agreement shall begin upon the startup of the

commercial operation of the Facility but no later than May 1, 2003, whichever

occurs first.




 




                                                b.             Obligation for Reimbursement of

Cooperative Investment.  The

Customer is responsible for paying for the Cooperative’s cost associated with

installing the facilities required to provide electric service to the

Customer’s facilities.  In the event

that this Agreement is terminated and the Customer ceases to use the facilities

described in Section 3a, the Customer agrees to pay to the Cooperative the

balance of any unamortized investment less the salvage value of any removed

facilities.




 




                                                c.             Default and Termination.  The Customer shall be in default if it fails

to timely pay for service under this Agreement, if it breaches any other of its

obligations to the Cooperative, or if it becomes the subject of bankruptcy or

insolvency proceedings.  If the Customer

fails to cure that default within ten (10) days after the Customer receives

written notice of default from the Cooperative, the Cooperative may, at its

sole option, suspend or terminate its further performance under this Agreement,

disconnect electric service to the Customer, terminate this Agreement, or take

other action to address the Customer’s default.  This provision 




 




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                                                                shall not limit the

Cooperative’s right to take immediate action to suspend services if the

Customer’s act or omission interferes with the safe and efficient operation of

the Cooperative’s electric system, nor shall it limit the Cooperative’s right

to pursue any other or further remedy available to it by law.




 




                                                d.             Regulatory Termination —

Should the South Dakota Public Utilities Commission or any court of competent

jurisdiction fail to assign the Customer to the Cooperative, this Contract

shall become null and void.




 




8.             Security Agreement for Customer

Obligations.




 




                                                To secure the

Customer’s performance of its obligations to the Cooperative under this

Agreement, the Customer hereby grants the Cooperative a security interest in

any of the Cooperative’s patronage capital credits owned or hereafter accrued

by the Customer. The Customer agrees to sign and deliver a Uniform Commercial

Code (UCC) financing statement and such other and further documents, as the

Cooperative shall reasonably request to perfect and continue this security

interest.




 




9.             Patronage Capital Units.




 




                                                Service under

the rates provided for in this Agreement is subject to a special allocation of

capital credits to the Customer by the Cooperative.  This allocation will take into account the reduced margin and the

market-based rates that are included in this Agreement. For the purpose of this

Agreement, the Customer agrees that they are not a natural person under SDCL.




 




10.          Disclaimer of Warranty and Limitation

of Liabililty.




 




                                                Each party

shall be responsible for its own facilities and personnel provided or used in

the performance of this Agreement. 

Neither the Cooperative nor the Customer shall be responsible to the

other party for damage to or loss of any property, wherever located, unless the

damage or loss is caused by its own negligence or intentional conduct or by the

negligence or intentional conduct of that party’s officers, employees, or

agents, in which case the damage or loss shall be borne by the responsible

party.  The Cooperative shall not be

responsible or liable to the Customer or to any other party for any indirect,

special or consequentional damages, or for loss of revenues from any cause.




 




11.          Indemnification.




 




                                                The Customer

agrees to indemnify and hold the Cooperative harmless from and against any

liability for any claims or demands arising out of property damage, bodily

injury, or interruptions to the Customer’s electric service caused by electric

equipment or facilities owned by the Customer, or the Customer’s possession,

use, or operation of electric equipment or facilities.




 




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12.          General.




 




                                                a.             Governing Law.  This Agreement and the rights and

obligations of the parties hereunder shall be construed in accordance with and

shall be governed by the laws of the State of South Dakota.




 




                                                b.             Notices.  All notices under this Agreement shall be

given in writing and shall be delivered personally or mailed by first class

U.S. mail to the respective parties as follows:




 




                                To Customer:




                                                Manager




                                                Great

Plains Ethanol, L.L.C.




                                                P.O.

Box 217




                                                Lennox,

SD 57039




 




                                To Cooperative:




                                                Manager




                                                Southeastern

Electric Cooperative, Inc.




                                                P.O.

Box 388




                                                501

South Broadway Avenue




                                                Marion,

South Dakota 57043-0388




 




                                                c.             No Waiver.  No course of dealing nor any failure or

delay on the part of a party in exercising any right, power or privilege under

this Agreement shall operate as a waiver of any such right, power or privilege.  The rights and remedies herein expressly

provided are cumulative and not exclusive of any rights or remedies, which a

party would otherwise have.




 




                                                d.             Entire Agreement/Amendment.  This Agreement represents the entire

Agreement between the parties with respect to the matters addresed in this

Agreement, except as provided in the Cooperative’s bylaws, rules and

regulations applicable to similarly situated customers, which are incorporated

herein.  This Agreement may be changed,

waived, or terminated only by written agreement signed by both parties as set

forth herein.




 




                                                e.             Assignment.  The Cooperative may assign this Agreement to

an affiliate or affiliates of the Cooperative, to a partnership(s) in which the

Cooperative or an affiliate has an interest, or to any entity which succeeds to

all or substantially all the Cooperative’s assets by sale, merger or operation

of law.  The Customer may not assign

this Agreement without the written consent of the Cooperative, which consent

will not be unreasonably withheld.




 




                                                f.              Severability.  Should any part, term or provision of this

Agreement be, by a court of competent jurisdiction, decided to be illegal or in

conflict with any applicable law, the validity of the remaining portions or

provisions shall not be affected thereby.




 




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                IN

WITNESS WHEREOF, the parties hereto have caused this Agreement to

be executed by their duly authorized representatives, all as of the day and

year first above written.




 




 




	

  Attest:


  	

   


  	

   


  	

   


  	

  SOUTHEASTERN ELECTRIC


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  COOPERATIVE, INC.


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

  /s/ Steve Holmberg


  	

   


  	

  By:


  	

  /s/ Harley Burns


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Title:


  	

  Sec


  	

   


  	

  Title:


  	

  President


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Attest:


  	

   


  	

   


  	

  GREAT PLAINS ETHANOL,

  L.L.C.


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

  /s/ Darrell Buller


  	

   


  	

  By:


  	

  /s/ Darrin Ihnen


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Title:


  	

  Sec


  	

   


  	

  Title:


  	

  President


  	

   


  





 




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SOUTHEASTERN ELECTRIC COOPERATIVE, INC.




MARION, SOUTH DAKOTA




 




LARGE POWER SERVICE — GREAT PLAINS ETHANOL, L.L.C.




 




AVAILABILITY




 




Available

to the Great Plains Ethanol, L.L.C. ethanol facility located in Section 26 of

Germantown Township, Turner County, SD for commercial operation of the

facility.  This schedule is not

available for startup or construction power and is subject to the established

rules and regulations of the Cooperative.




 




TYPE

OF SERVICE




 




Multiple

deliveries of alternating current, 60 cycle, three-phase and single-phase, at

voltages of 480 and 240 volts, with transformer capacities totaling 11,500 kVA.




 




MONTHLY

RATE




 




The

Customer shall pay the Cooperative for service hereunder at the following rates

and conditions:




 




	

  Facilities Charge


  	

  $13,700.00

  per month, plus


  
	

  Demand Charge


  	

  $8.00

  per kW, plus


  
	

  Energy Charge


  	

  $0.02845

  per kWh


  





 




 




RATE

GUARANTEE




 




The

monthly demand and energy charges specified above are guaranteed to remain

unchanged for the years 2003, 2004 and 2005. 

However, the rates specified may be adjusted by the amount of any new or

increased level in current local, state or Federal taxes or fees.  In addition, if the Cooperative makes

additional investments in the electric transmission, substation or distribution

facilities serving the Plant during the term of this rate guarantee, the

monthly facilities charge shall be adjusted accordingly.




 




INCENTIVE

DISCOUNT




 




An

incentive discount shall be applied to each monthly billing during the years

2003 through 2007.  The amount of the

incentive discount shall vary each year based on the following schedule:




 




 




	

  Year


  	

   


  	

  Discount


  
	

  2003


  	

   


  	

  15%


  
	

  2004


  	

   


  	

  12%


  
	

  2005


  	

   


  	

  9%


  
	

  2006


  	

   


  	

  6%


  
	

  2007


  	

   


  	

  3%


  





 




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BILLING

DEMAND




 




The

billing demand shall be equal to the Customer’s contribution to the monthly

billing demand from the Cooperative’s power supplier, as determined by a demand

meter or otherwise, and adjusted for power factor.




 




MINIMUM

BILLING DEMAND




 




Notwithstanding

the Customer’s requirements for kW demand or use of kWh energy, the demand for

billing purposes hereunder shall not be less than 2,000 kW for any billing

period.




 




MINIMUM

CHARGES




 




The

minimum monthly charge shall be the Facilities Charge plus the Minimum Billing

Demand Charge provision of this rate. 

The incentive discount shall not apply to the minimum charges provision.




 




POWER

FACTOR ADJUSTMENT




 




The

Customer agrees to maintain unity power factor as nearly as practicable.  The demand charge may be adjusted to correct

for average power factors less than five percent (5%) unity (lagging) or

greater than five percent (5%) unity (leading) by increasing the measured

demand one percent (1%) for each one percent (1%) by which the average power

factor is less than five percent (5%) unity (lagging) or more than five percent

(5%) unity (leading).




 




STATE

AND MUNICIPAL TAXES




 




All

applicable state and municipal sales tax and any other non-ad valorem taxes

imposed on electric energy sales shall be applied to monthly bills rendered

under this rate schedule unless the consumer is exempt from said tax or taxes.




 




TERMS

OF PAYMENT




 




In

the event the current monthly bill is not paid in accordance with the payment

dates indicated on the bill, a late payment penalty in effect at the time shall

apply.




 




EFFECTIVE:  May 1, 2003




 




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