**Exhibit 10.2**

 

**WPS Energy Services,Inc. Gas Sales Agreement**

 

WPSEnergy Services, Inc., a Wisconsin corporation, (hereinafter referred to as the“**Seller**”) and United WisconsinGrain Producers, LLC (hereinafter referred to as the “**Buyer**”) hereto agree as of April 1, 2004 tothe terms of this Gas Sales Agreement (the “Agreement”) as follows:

 

**I. QUANTITY AND PRICE**

 

1.1                                Seller agrees to sell and deliver to Buyer,and Buyer agrees to purchase and receive from Seller, the quantity of Gasmutually agreed upon and forthe price specified in any Authorization for Sale (Authorization) executed andeffective between the parties.  Sales andpurchases will be on a Firm or Interruptible basis, as specified in theeffective Authorization.

 

1.2                                Buyer and Seller shall use all reasonable effortsto provide each other with sufficient notice to allow nomination changes to allTransporters in accordance with the nomination requirements of thatTransporter.  Imbalance and cashoutcharges shall be charged to and/or paid by the party causing the imbalance orin accordance with the effective Authorization.

 

**II. DELIVERY POINT**

 

2.1                                Seller shall deliver the Gas purchased and soldhereunder to Buyer at the locations set forth as Delivery Point(s) in theeffective Authorization.

 

**III. DEFINITIONS**

 

3.1                                As used in the Agreement, “Gas” shall meannatural gas, which is of merchantable pipeline quality and in conformance withthe quality specification of the receiving pipeline, local distribution company(utility) or other transporting pipelines.

 

3.2                                “Interruptible” shall mean that either party may interrupt its performance at any timefor any reason, whether or not caused by an event of Force Majeure, with noliability, except such interrupting party may be responsible for any ImbalanceCharges related to its interruption after the nomination is made to theTransporter and until the change in deliveries and/or receipts is confirmed by Transporter.  In the event of an interruption, Selleragrees to assist Buyer in finding alternate fuel.

 

3.3                                “Firm” shall mean that either party mayinterrupt its performance without liability only to the extent that suchperformance is prevented for reasons of Force Majeure; provided, however, thatduring Force Majeure interruptions, the party invoking Force Majeure may beresponsible for any Imbalance Charges related to its interruption after thenomination is made to the Transporter and until the change in deliveries and/orreceipts is confirmed by the Transporter.

 

3.4                                “Secondary Firm” shall mean that Seller shallbe request to sell and Buyer shall be required to purchase quantities of Gasset forth herein.  Either party mayinterrupt its performance to the extent that such performance is prevented forreasons of Force Majeure or curtailment of such party’s Firm Secondarytransportation and/or storage between secondary firm points by the delivering pipeline. If a party interrupts for anyother reason the non-breaching party’s exclusive remedy shall be that it mayrecover its cost of alternate supply, replacement gas, or market.

 

3.5                                “Imbalance Charges” shall mean any fees,penalties, costs or charges (in cash or in kind) assessed by a Transporter forfailure to satisfy the Transporter’s balance and/or nomination requirements.

 

3.6                                “Cashout” shall mean any process used by aTransporter to purchase, sell, or trade natural gas at the end of any delivery period for the purpose of balancing receipts anddeliveries with that Transporter for that delivery period.

 

3.7                                “MMBtu” shall mean one million Britishthermal units, which is equivalent to one dekatherm.

 

3.8                                “Transporter(s)” shall mean all Gasgathering or pipeline companies, or local distribution companies, acting in thecapacity of a transporter, transporting Gas for Seller or Buyer upstream ordownstream, respectively, of the Delivery Point pursuant to a particularTransaction Confirmation.

 

3.9                                “NYMEX Last Day Settle” shall mean theexpiration price of the natural gas contract on the day that trading of the underlying monthly contract is terminated.

 

**IV. BILLING, PAYMENT,AND FINANCIAL RESPONSIBILITY**

 

4.1                                By the tenth (10th) day of eachmonth, Seller shall submit to Buyer an invoice setting forth the quantity ofGas purchased by Buyer duringthe preceding month and the total due. If the actual total quantities purchased are not available by theinvoice date, the invoice will be based on an estimate using nominatedquantities.  Such estimates shall beadjusted to reflect actual quantities on the following month’s statement or onthe first month’s statement after actual quantities become available.

 

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*Portions omitted pursuant to a request for confidential treatment and filedseparately with the Securities and Exchange Commission.

 

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4.2                                Except as provided in Section 4.3, Buyershall remit payment to Seller for the total amount due by the 20thday of the month.  Payment shall be madeby check, wire transfer, or EFT for amounts up to $50,000.  Payments larger than $50,000 shall be made bywire transfer, EFT, ACH, or other method acceptable to Seller.

 

4.3                                If Buyer disputes the amount payable underany invoice rendered hereunder, Buyer shall pay when due the amount not indispute under such invoice as well as provide documentation acceptable inindustry practice to support the amount paid or disputed.  Such payment shall not be deemed to be awaiver of Buyer’s right to recoup any overpayment, nor shall acceptance of anypayment be deemed to be a waiver of Seller’s right to any underpayment.

 

4.4                                In the event Buyer fails to pay theundisputed amount due to Seller when due, interest on the unpaid portion of theundisputed amount shall accrue at a rate equal to one and one half percent (11⁄2%) per month, provided that in no event shall such rate exceed the maximumrate allowed by law, compounded daily from the date such payment is due untilthe same is paid. If Buyer fails to pay the undisputed portion of any invoicerendered hereunder beyond ten (10) days after the due date of such invoice,then Buyer shall be in default and Seller, in addition to all other legalremedies available to it, shall have the right to suspend further sales of Gasuntil such default has been cured.

 

4.5                                When reasonable grounds for insecurity ofpayment or title to the Gas arise, either party may demand adequate assuranceof performance.  Adequate assurance shallmean sufficient security in the form and for the term reasonably specified bythe party demanding assurance, including, but not limited to, a standbyirrevocable letter of credit, a prepayment, a security interest in an assetacceptable to the demanding party or a performance bond or guarantee by acreditworthy entity.  In the event eitherparty shall (i) make an assignment or any general arrangement for the benefitof creditors; (ii) default in the payment obligation to the other party; (iii)file a petition or otherwise commence, authorize, or acquiesce in thecommencement of a proceeding or cause under any bankruptcy or similar law forthe protection of creditors or have such petition filed or proceeding commencedagainst it; (iv) otherwise become bankrupt or insolvent (however evidenced); or(v) be unable to pay its debts as they fall due; then the other party shallhave the right to either without and/or suspend deliveries or payment, orterminate the Agreement without prior notice, in addition to any and all otherremedies available hereunder.

 

4.6                                Each party shall have the right duringnormal business hours to examine the books and records of the other party tothe extent necessary to verify the accuracy of any statement, charge, computationor demand made under this Agreement. Either party shall provide reasonable (in no event less than five (5)business days) advance notice of any audit.

 

**V. TITLE, TAXES**

 

5.1                                Seller warrants title to all Gas deliveredhereunder, that it has good and lawful authority to sell the same,that said Gas is free from liens and adverse claims of every kind.  Title to all Gas delivered hereunder shallpass from Seller to Buyer at the Delivery Point(s).

 

5.2                                Seller shall pay or cause to be paid allproduction, severance or similar taxes lawfully levied on Seller, on the gas,or on any transaction giving rise to taxes, and applicable to the Gas deliveredhereunder which accrue prior to its delivery to Buyer at the Delivery Point(s),and Seller shall hold Buyer harmless therefrom. Buyer shall pay all taxes lawfully levied on Buyer applicable to suchGas at and after delivery to the Delivery Point(s) and shall hold Sellerharmless therefrom.  In the event thatsales of Gas hereunder are subject to any local gas revenue, utility, sales oruse taxes which Seller is obligated to remit to any competent taxing authority,Buyer shall reimburse Seller for any such taxes remitted by Seller inconnection with sales of Gas hereunder. Buyer shall provide Seller with evidence of any applicable exemption orexclusion from sales or other similar taxes, in the appropriate states.

 

**VI. TERM, SUCCESSIONAND ASSIGNMENT**

 

6.1                                The term of this Agreement shall commence onthe date first mentioned above, with deliveries occurring pursuant to thedelivery term in an effective Authorization. Any termination of this Agreement shall not relieve either party of anyobligation incurred hereunder prior to the effective date of termination or anyobligation which specifically extends beyond such date of termination pursuantto an effective Authorization.

 

6.2                                This Agreement shall be binding upon theinure to the benefit of the respective heirs, representatives, successors, andassigns of the parties hereto; however, nether party hereto shall assign itsinterests herein to a nonaffiliated entity without having first obtained thewritten approval of the other party.

 

**VII. FORCE MAJEURE**

 

7.1                                In the event either party is renderedunable, wholly or in part, by Force Majeure to carry out its obligations underthis Agreement, other than to make payments due hereunder, the obligations ofeach party, so far as they are affected by such Force Majeure, shall besuspended during the period of Force Majeure. The term “Force Majeure” as employed herein shall mean strikes, lockoutsor other industrial disturbances, acts of God, acts of the public enemy, wars,blockades, riots, landslides, hurricanes, lightening, earthquakes, fires,

 

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floods, washouts, unavoidable freezing of pipes or wells andexplosions, governmental actions such as necessity for compliance with anycourt order, law, statute, ordinance, or regulation promulgated by agovernmental authority having jurisdiction or any other unplanned ornon-scheduled occurrence, condition, situation, or threat thereof not coveredabove and not involving economic inability, which renders either Buyer orSeller unable to perform its obligations hereunder, provided such event isbeyond the reasonable control of the party claiming such inability.  The claiming party shall give the other partynotice and full particulars in writing including a specific description of thecause relied upon and estimated duration of such event as soon as reasonablypossible after the occurrence.

 

**VIII. QUALITY ANDMEASUREMENT**

 

8.1                                The measurement, testing, heat content, andquality characteristics of the Gas delivered hereunder shall be governed by theapplicable measurement and testing provisions specified in the FERC tariff orin the applicable state commission tariff of the Transporter receiving Gashereunder at the Delivery Point(s). Unless otherwise stated, the heat content of the Gas will be measured ona dry basis.

 

8.2                                Buyer or Buyer’s transporter(s), at its ortheir option, may refuse to accept delivery of any Gas not meeting the qualityspecifications.

 

**IX. INDEMNIFICATION**

 

9.1                                Unless otherwise specifically agreed, titleto the Gas shall pass from Seller to Buyer at the Delivery Point(s).  Seller shall have responsibility for andassume any liability with respect to the Gas prior to its delivery to Buyer atthe specified Delivery Point(s).  Buyershall have responsibility for and any liability with respect to said Gas afterits delivery to Buyer at the Delivery Point(s).

 

9.2                                Seller agrees to indemnify Buyer and save itharmless from all losses, liabilities or claims including attorneys’ fees andcosts of court, from any and all persons, arising from or out of claims oftitle, personal injury or property damage from said Gas or other chargesthereon which attach before title passes to Buyer.  Buyer agrees to indemnify Seller and save itharmless from all Claims, from any and all persons, arising from or out ofclaims regarding payment, personal injury or property damage from said Gas orother charges thereon which attach after title passes to Buyer.

 

**X. WARRANTY ANDDAMAGE DISCLAIMERS**

 

10.1                          EXCEPT AS IS EXPRESSLY PROVIDED IN THISAGREEMENT, ALL GAS SOLD HEREUNDER IS PROVIDED AS IS AND SELLER EXPRESSLYDISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOTLIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULARPURPOSE.

 

10.2                          EXCEPT AS OTHERWISE SPECIFICALLY PROVIDEDHEREIN, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT, WHETHERARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), ORANY OTHER LEGAL THEORY, FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVEDAMAGES.

 

**XI. MISCELLANEOUS**

 

11.1                          The sale of Gas herein is subject to allapplicable federal and state laws, orders, rules and regulations and to theFederal Energy Regulatory Commission rules and regulations or successor agencyhaving jurisdiction.  Either party shallhave the right to question or contest any such law, ordinance, order rule, orregulation.

 

11.2                          If any provision in this Agreement isdetermined to be invalid, void or unenforceable by any court havingjurisdiction, such determination shall not invalidate, void, or makeunenforceable any other provision, agreement or covenant of this Agreement.

 

11.3                          This Agreement and any effectiveAuthorization, together set forth all understandings between the partiesrespecting the terms and conditions of any transaction herein described.  All prior agreements, understandings andrepresentations, whether consistent or inconsistent, oral or written, betweenthe parties are merged into and superseded by this written Agreement.  No modification or amendment of thisAgreement shall be binding on either party unless in writing and signed by theparties.

 

11.4                          Any notice, request, demand, statement, billor payment provided for in this Agreement, or any notice which a party maydesire to give to the other shall be in writing and if mailed shall beconsidered as duly delivered five business days after the postmark date whenmailed by ordinary mail to the other party at the following address.  If delivered by facsimile, any such documentshall be considered delivered on the same business day.

 
| **Payments by Mail:**     | **Payments by Wire, EFT, or ACH** |
|---------------------------|-----------------------------------|
| WPS Energy Services, Inc. | Firstar Bank Wisconsin            |
| P.O. Box 19046            | ABA No.: 075000022                |
| Green Bay, WI 54307-9046  | WPS Energy Services, Inc.         |
|                      | Account No.: 121740451            |

 

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11.5                           No failure by either party to enforce anyright, obligation or remedy hereunder shall operate as a waiver of any of theforegoing, or the waiver of any future right, obligation or remedy, whether oflike or different character or nature.

 

11.6                           The heading throughout this Agreement areinserted for reference purposes only, and are not to be construed or taken intoaccount in interpreting the terms and provisions of any Article, not to bedeemed in any way to qualify, modify or explain the effects of any such term orprovision.

 

11.7                           In the event of any conflict orinconsistency between the terms hereof and the terms of any effectiveAuthorization, the terms of the Authorization shall control.

 

11.8                           THIS AGREEMENT SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WISCONSIN.

 

11.9                           Each party to this Agreement represents andwarrants that it has full and complete authority to enter into and perform thisAgreement.  Each person who executes thisAgreement on behalf of either party represents andwarrants that is has full and complete authority to do so and that such partywill be bound thereby.

 

**IN WITNESS WHEREOF,**the parties have duly executed thisAgreement to be effective on the day and year first written above.

 
| **SELLER: WPS ENERGY SERVICES, INC.** | **BUYER: UNITED WISCONSIN GRAIN PRODUCERS,  LLC** |
|---------------------------------------|---------------------------------------------------|
|                                  |                                              |
|                                  |                                              |
| **BY:**                               | /s/ Mark A. Radtke                                |   | **BY:** | /s/ Kevin Roche |   |
|                                  |                                              |
| **NAME:**                             | Mark A. Radtke                                    |   | **NAME:** | Kevin Roche |   |
|                                  |                                              |
| **TITLE:**                            | President                                         |   | **TITLE:** | President |   |
|                                  |                                              |
| **DATE:**                             | 4/24/02                                           |   | **DATE:** | 4/20/04 |   |
|                                       |                                                   |  |  |  |  |  |  |  |  |  |

 

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**Exhibit “A” to GasSales Agreement AUTHORIZATION FOR SALE**

 

Attached to and made a part of the Gas Sales Agreement (“Agreement’)dated April 1, 2004 between WPS ENERGY SERVICES, INC., a Wisconsin corporation,as Seller, and UNITED WISCONSIN GRAIN PRODUCERS, LLC, as Buyer.

 

SECTION A – AUTHORIZATION SUBJECT TO GAS SALES AGREEMENT 

 

A.1                             By this Authorization, Seller agrees to selland Buyer agrees to purchase Buyer’s full requirements of Gas at the DeliveryPoints listed below pursuant to the terms of this Authorization and of the GasSales Agreement, unless otherwise agreed to in writing by the Parties.

 

A.2                             If the Parties agree to terms in thisAuthorization that modify, change or otherwise conflict with any provisions ofthe Gas Sales Agreement, the terms of this Authorization shall govern.

 

SECTION B – SERVICES AND PRICES

 

B.1                               Gas shall be delivered on a Secondary Firmbasis at Randolph and shall be delivered to the city gate delivery pointidentified in Section C of this Exhibit A.

 

Seller shall inform Buyer of any constraint days called by the utility and at thesame time advise Buyer of how much gas they have available to burn for thatday.  Such notification to the Buyer fromSeller should be as timely as possible.

 

B.2                               Buyer and Seller may from time to time agreein writing, which shall include e-mail, or telefacsimile communication, onfixed price term(s), quantity, price and location.  These agreed upon pricing details, herein referredto as “Fixed”, shall be agreed to by a Fixed Price Authorization and a FixedPrice Confirmation which will include the fixed price term, quantity, price andlocation.  A fixed price transaction costwill be included on the Fixed Price Confirmation, Gas priced in this mannershall be considered to be the first gas through the meter for each month.  Any unused quantities that have an agreedupon price will be purchased back by the Seller at prevailing market rates.

 

B.3                               Gas price shall be NYMEX Last Day Settle,unless fixed, plus transportation identified in B.1 of this Exhibit A.  If more commodity ispurchased than transportation, market interruptible transportation will beapplied to the balance of the fixed commodity. If transportation is purchased in excess of the fixed commodity, thebalance of the commodity will be priced equal to the NYMEX Last DaySettle.  Usage beyond that accounted forin the aforementioned manner will be priced equal to WPS-ESI Market Supply.

 
| **Delivery Month**           | ** ** | **Commodity  Volumes in Dth** | ** ** | **Commodity Price/Dth**              | ** ** | **Transportation  Volumes in Dth** | ** ** | **Transportation  Price/Dth** |
|------------------------------|------------|-------------------------------|------------|--------------------------------------|------------|------------------------------------|------------|-------------------------------|
| March 2005 – April 2006 |       | 3,000 per day/ per month      |       | NYMEX Last Day Settle, Unless  Fixed |       | 3,000 per day/ per month           |       | [*]                           |

 

B.4                               **Balancing Service:** Seller agrees to monitor and review allinformation provided to the Seller by Buyer and utility regarding Buyer’s dailyusage of gas.  Based on such information,Seller shall, on a continuous basis, select the appropriate Daily Nomination Quantity(“DNQ”), and shall make daily nomination adjustments necessary to deliver theDNQ requested by Buyer.  The Selleragrees to indemnify Buyer from all scheduling charges which may be assessed byBuyer’s utility, provided, however, Buyer’s actual usage of gas continues withthe same level of predictability and the Buyer continues to communicate withthe Seller regarding changes in as consumption. Balancing service does not include indemnification of penalties chargedby the Buyer’s utility during a constraint day; However,in the event Seller is negligent with respect to its notification of Buyer,Seller agrees to indemnity Buyer from penalties resulting from the failure ofnotification.

 

Balancing Service price is [*]. Price may be automatically adjusted by Seller to reflect costs associatedwith any law, statute, or regulation, or any governmental permit or approvalthat has been modified, changed, replaced, supplemented or conditioned in amanner that adversely affects the economic benefits originally

 

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*Portions omitted pursuant to a request for confidential treatment and filedseparately with the Securities and Exchange Commission.

 

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intended to accrue to the Seller under thisAgreement.  Prior to making anyadjustment, Seller agrees to provide Buyer with a copy of the particular changeresponsible for the adjustment.

 
| B.5    | **General Notices to the Seller****:** |   | **General Notices to the Buyer****:**   |
|--------|----------------------------------------|--------|-----------------------------------------|
|   | WPS Energy Services, Inc.              |   | United Wisconsin Grain Producers, LLC   |
|   | 1088 Springhurst Drive                 |   | P.O. Box 247                            |
|   | Green Bay, WI 54304                    |   | Friesland, WI 53935                     |
|   | Phone: (920) 617-6100                  |   | Phone: (920) 348-5016                   |
|   | Direct: (608) 617-6043                 |   | Facsimile: (920) 348-5009               |
|   | Facsimile: (920) 617-6070              |   | Email: roche@uwgp.com and mail@uwgp.com |
|   | Attention: Leah Howard                 |   | Attention: Kevin Roche                  |

 

SECTION C – DELIVERY POINT(S)

 
| **Utility Delivering  from Citygate** | ** ** | **Citygate  Delivery Point** | ** ** | **Buyer Service  Address**            | ** ** | **Utility Account  Number** | ** ** | **Utility Meter Number** | ** ** |
|---------------------------------------|------------|------------------------------|------------|---------------------------------------|------------|-----------------------------|------------|--------------------------|------------|
| Alliant Energy                        |       | Randolph                     |       | W1231 Tessman Road  Cambria, WI 53923 |       | To be Determined            |       | To be Determined         |       |

 

SECTION D – TERM OF AUTHORIZATION

 

ThisAuthorization shall be effective from March 1, 2005 to April 30, 2006 (“InitialTerm”) and shall renew automatically if notice terminating this Authorizationis not given 60 days prior to the end of the Initial Term.  If allowed, to be renewed beyond the InitialTerm, this Authorization shall remain in effect for each successive year untilterminated by either party providing 60 days prior written notice.

 

SECTION E – SPECIAL PROVISIONS

 

E.1                                If Buyer has an existing contract with asupplier other than the Seller, then Buyer acknowledges and agrees that ifBuyer is obligated to take delivery or make payment to that supplier, Buyeralso remains liable to Seller for all obligations under this Agreement, and,any enforcement of the other contract does not release Buyer or Seller fromobligations herein.

 

E.2                                Should Buyer and Seller agreeto fix pricing for Nymex and/or Basis, the following shall apply:

 

Gas price shall be NYMEX Last Day Settle, unless Fixed,plus transportation for the fixed price volumes.  Usage beyond the volumes fixed will besupplied and priced at WPS-ESI Incremental Market Supply Price.  Any unused volumes shall be purchased back bythe Seller at prevailing market rates.

 

Notwithstanding the term identified in Section D, this Authorizationwill remain in effect as long as gas supplies are secured on Buyer’s behalfunder the terms of this Authorization and any Fixed Price Confirmation pursuantto Section E.2.  Upon receipt of noticeof termination, Seller will not secure additional gas beyond the term of thecurrent Authorization.

 

E.3                                WPS Energy Services, Inc. will require UWGP– United Wisconsin Grain Producers, LLC to forward Quarterly updates on theproject status, (i.e. sources and uses of funds statements as well as aconstruction budget summary report).  Thefirst report should be dated June 30, 2004.

 

**IN WITNESS WHEREOF,**the parties have duly executed thisAgreement to be effective on the day and year first written above.

 
| **SELLER: WPS ENERGY SERVICES, INC.** | **BUYER: UNITED WISCONSIN GRAIN PRODUCERS,  LLC** |
|---------------------------------------|---------------------------------------------------|
|                                  |                                              |
| **BY:**                               | /s/ Mark A. Radtke                                |   | **BY:** | /s/ Kevin Roche |   |
|                                  |                                              |
| **NAME:**                             | Mark A. Radtke                                    |   | **NAME:** | Kevin Roche |   |
|                                  |                                              |
| **TITLE:**                            | President                                         |   | **TITLE:** | President |   |
|                                  |                                              |
| **DATE:**                             | 4/24/02                                           |   | **DATE:** | 4/20/04 |   |
|                                       |                                                   |  |  |  |  |  |  |  |  |  |  |

 

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