Exhibit 10.2


 


CONFIDENTIAL TREATMENT REQUESTED.  CONFIDENTIAL PORTIONS OF

THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY

FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.


 


MIDWEST ENERGY, INC.


Electric Service Agreement


 


This
Agreement is made this 30th day of October, 2003 between
Midwest Energy, Inc. (Midwest), a Kansas Corporation, and Western Plains
Energy, LLC (Western Plains).


 


WITNESSETH:


 


Midwest agrees to sell and deliver to Western
Plains, and Western Plains agrees to receive and pay Midwest for all electric
power and energy at a single point of delivery on Western Plains’ premises in
Gove County, Kansas, upon the following terms:


 


1.               Service Characteristics:  Electric service shall be alternating current, three phase,
approximately 60 cycles at approximately 12,470/7,200V.


 


2.               Rates For Service:


 


Fixed Charge:


*** per month; plus


 


Demand Charge:


*** per kVA (or *** per kW at a 90% Power
Factor) of billing demand; plus


 


Energy Charge:


*** cents per kWh for all kWh.


 


Determination of billing demand:


 


The billing demand kW or kVA
shall be determined by measurement and shall be the higher of A or B below:


 


A.                                   The highest
average fifteen (15) minute demand measured during the current billing period;
or


 


B.                                     Eighty (80)
percent of the highest average fifteen (15) minute demand measured during any
of the periods for which the bill is rendered in the previous billing months of
July, August, or September.


 


Minimum Bill:


 


*** plus all applicable adjustments, surcharges,
and taxes.


 

















 


 


3.               Local Facilities Costs:


 


Midwest agrees that rates
charged to Western Plains during or subsequent to the initial 10-year term of
this agreement shall not include cost recovery for the portion of Midwest’s
initial investment (estimated at ***)
made to serve Western Plains. However, Western Plains shall remain responsible
for any capital additions made to Midwest’s facilities subsequent to plant
start up. All other terms defined in clause 2 including charges for additional
capital investments are subject to renegotiation at the conclusion of the
10-year term.


 


4.               Metering: The metering used to measure Western Plains’ power
and energy requirements shall be at the low voltage side of the transformer
located near the Western Plains facility.


 


5.               Energy Cost Adjustment: This Agreement is subject to
the Energy Cost Adjustment (ECA) schedule. In the event Midwest’s ECA is
re-based or otherwise modified during the course of a regular or special rate
proceeding before the KCC, corresponding revenue neutral changes shall be made
to the rates specified herein.


 


6.               Primary Metering Discount and Economic Development Discount: Service taken
under this Agreement does not qualify for Midwest’s Economic Development Rider
or the Primary Metering and Customer Transformation Discount Rider or its
successors.


 


7.               Terms and Conditions: Service provided shall be in
accordance with Midwest’s Terms and Conditions on file with the KCC.


 


8.               Effective Date: This Agreement shall become effective upon
the initiation of service but not later than January 1, 2004.


 


9.               Term: This Agreement shall remain in effect through December
31, 2013 and renew every year thereafter. On or after December 31, 2010,
it may be canceled by either party giving the other at least three (3) years
written notice. Cancellation on less than three years notice is allowed if both
parties arc in agreement.


 


10.         Continuity Of Service: Midwest will use reasonable
diligence to supply continuous electric service, but does not guarantee the
supply of electric service against irregularities or interruptions. In no event
shall Midwest be liable for damages from irregularities or interruptions of
service caused by, but not limited to: failure of facilities; breakdowns or
injury to equipment; extraordinary repairs; Act of God; public enemy; accidents;
labor disturbances; strikes or their equivalent; sabotage; legal process;
federal, state, or municipal interferences; restraint by public authority; any
emergency; or any cause beyond Midwest’s control.


 


11.         Succession: This Agreement shall be binding upon and inure to
the benefit of the successors, legal representatives and assigns of the
respective parties.


 

















 


 


12.         Right of Access: Duly authorized representatives of Midwest
shall be permitted to enter Western Plains’ premises at all reasonable times in
order to carry out the provisions of this contract.


 


13.         Membership: Western Plains shall become a member of Midwest and
agrees to be bound by Midwest’s Articles of Incorporation and Bylaws, as
amended from time to time.


 


14.         Facility Expansion: Cost responsibility for changes or additions
to Midwest’s facilities made at Western Plains’ request or due to Western
Plains’ load growth shall be negotiated at the time of said changes or
additions and may result in an increase in the Fixed Charge.


 


15.         Credit: Western Plains shall provide
Midwest with an irrevocable Bank Letter of Credit in the amount of ***.  Midwest will reduce the amount of credit
required in the letter by *** on January 1st of each year beginning in 2005
assuming Western Plains maintains its good standing for timely payment to
Midwest for all electric service charges. 
At Midwest’s sole discretion, requirements of this clause may be reduced
or waived.


 


16.         Previous Agreements: All previous agreements
between Midwest and Western Plains, written or oral, are canceled.


 


17.         Confidentiality: Both parties agree to keep the terms of this
Agreement strictly confidential, excepting reasonable disclosures by Midwest
required for KCC approval.


 


IN WITNESS
WHEREOF, the parties have caused this contract to be executed by their duly
authorized representatives as of the day and year first written above.


 


	
  ATTEST:

  	
   

  	
  WESTERN PLAINS, LLC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Gary Johnson

  	
   

  	
  By

  	
  /s/ Dick Sterrett

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
  MIDWEST ENERGY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Michale J. Volker

  	
   

  	
  By

  	
  /s/ Pat Parke