Exhibit 10.1


 


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.


Natural Gas Service Agreement


 


 


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


 


1.               Unless
otherwise noted herein, Midwest will provide distribution transportation
service to Western Plains under the terms and conditions of Midwest’s
Distribution Transportation Service Rate Schedule and Distribution
Transportation General Terms and Conditions filed with the Kansas Corporation
Commission.


 


2.               Midwest will
install, own and maintain a gas main extending from an interconnection with the
Kinder Morgan Interstate Gas Transmission (KMIGT) pipeline to a mutually agreed
upon site on Western Plains’ property in Gove County, Kansas.


 


3.               Western Plains
will be responsible for all costs associated with the installation of the tap
from the KMIGT pipeline including both the tap and metering facilities.  Midwest shall assume ownership and
operational responsibility of the KMIGT tap upon commencement of service through
said tap and metering facilities.  Midwest
shall also act as point operator for volume allocation purposes as required by
KMIGT.


 


4.               Western Plains
agrees not to bypass Midwest’s local gas distribution system by taking service
directly from any interstate pipeline system during the term of this agreement.


 


5.               In
consideration of Western Plains’ agreement not to bypass Midwest’s system, the
distribution rates applicable to this account will be:


 


	
  Monthly Fixed Charge:

  	
   

  	
  ***

  
	
  Step 1:  First ***
  MMBTU/month:

  	
   

  	
  *** per MMBTU

  
	
  Step 2:  Over ***
  MMBTU/month:

  	
   

  	
  *** per MMBTU

  



 


6.               Midwest will
not add any distribution line losses to volumes metered at the KMIGT tap.


 


7.               This contract
shall remain effective through December 21, 2013.  The rates established above will remain in effect at least
through December 31, 2008.  Beginning
January 1, 2009, the rates are subject to change based on Midwest’s completion
of a general rate increase or decrease for distribution service to its Kansas
Corporation Commission (KCC) jurisdictional customers.  At any time after the initial period for the
duration of this contract, Midwest will increase or decrease the monthly fixed
charge and the volumetric charges by a percentage equal to the average increase
or decrease in 


 

















 


 


distribution
rates approved by the KCC.  The change
will be effective at the time any general increase or decrease granted by the
KCC is effective.


 


8.               Western Plains
will provide Midwest with an irrevocable Bank Letter of Credit.  Until December 31, 2004, the required credit
amount shall be not less than *** dollars ($***).  From January 1, 2005, through December 31, 2005, the credit
amount shall be not less than *** dollars ($***).  From January 1, 2006 through December 31, 2006, the amount shall
be not less than *** dollars ($***).  If
in Midwest’s opinion the financial condition of Western Plains is such that
risk to Midwest is minimal, Midwest, in its sole discretion, may cancel the
Letter of Credit requirements.


 


9.               This Agreement
shall become effective upon use of the gas main by Western Plains, but not
later than January 1, 2004.


 


10.         The terms of
this Agreement shall remain confidential between the parties during its term.


 




	
  MIDWEST ENERGY, INC.

  	
   

  	
  WESTERN PLAINS ENERGY,
  L.L.C.

  
	
   

  	
   

  	
   

  
	
  /s/

  	
  Pat Parke

  	
   

  	
   

  	
  /s/

  	
  Jeff Torluemke

  	
   

  
	
  Patrick Parke, Vice
  President

  of Marketing and Rates

  	
   

  	
  Jeff Torluemke, CEO of the
  Board

  
	
   

  	
   

  	
   

  
							






 


 


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