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Little Sioux Corn Processors LLC Sample Contracts

OF
Limited Partnership Agreement • April 15th, 2004 • Little Sioux Corn Processors LLC • Industrial organic chemicals
SECOND AMENDED AND RESTATED OPERATING AGREEMENT
Operating Agreement • April 15th, 2004 • Little Sioux Corn Processors LLC • Industrial organic chemicals • Iowa
THIRD AMENDED AND RESTATED OPERATING AGREEMENT
Operating Agreement • December 29th, 2006 • Little Sioux Corn Processors LLC • Industrial organic chemicals • Iowa

THE SECURITIES (MEMBERSHIP INTERESTS) EVIDENCED BY AND/OR ISSUED PURSUANT TO THIS OPERATING AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY SECURITIES OR BLUE SKY LAWS OF ANY STATE OR JURISDICTION. THEREFORE, THE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNTIL A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR THE APPLICABLE STATE SECURITIES OR BLUE SKY LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD TO THE PROPOSED TRANSFER OR, IN THE OPINION OF LEGAL COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT OR BLUE SKY LAWS IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER. TRANSFER OF THE SECURITIES IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS SET FORTH HEREIN.

DISTILLER’S GRAIN MARKETING AGREEMENT
Distiller’s Grain Marketing Agreement • May 15th, 2007 • Little Sioux Corn Processors LLC • Industrial organic chemicals • Iowa

THIS DISTILLER’S GRAIN MARKETING AGREEMENT (the “Agreement”), is entered into effective as of 3-20-07_, 20 07, by Akron Riverview Corn Processors, LLC, an Iowa Limited Liability Company (“Seller”), and Commodity Specialist Company, a Delaware Corporation (“Buyer”).

CRUDE CORN OIL PURCHASE AGREEMENT (Agreement to Purchase Output)
Crude Corn Oil Purchase Agreement • June 27th, 2008 • Little Sioux Corn Processors LLC • Industrial organic chemicals • Iowa

This Crude Corn Oil Purchase Agreement (“Agreement”) is made and entered into as of the 19th day of June, 2008, by and between Soy Energy, LLC, an Iowa limited liability company (“Soy Energy”) and LSCP, LLLP, an Iowa limited liability limited partnership (“Seller”).

BACKGROUND
Ethanol Marketing Agreement • April 15th, 2004 • Little Sioux Corn Processors LLC • Industrial organic chemicals • Iowa
PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT* BETWEEN AKRON RIVERVIEW CORN PROCESSORS, LLC AND FAGEN ENGINEERING, LLC March 14, 2007
Engineering Services Agreement • May 15th, 2007 • Little Sioux Corn Processors LLC • Industrial organic chemicals • Minnesota

THIS PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT (the “Agreement”) is made as of March 14, 2007, (the “Effective Date”) by and between Akron Riverview Corn Processors, LLC, an Iowa Limited Liability Company (the “Client”) and Fagen Engineering, LLC a Minnesota Limited Liability Company (the “Engineer”). Each of the Client and Engineer are referred to herein individually as a “Party” and collectively as the “Parties.”

CONSENT TO ASSIGNMENT AND ASSUMPTION OF MARKETING AGREEMENT
Consent to Assignment and Assumption of Marketing Agreement • December 31st, 2007 • Little Sioux Corn Processors LLC • Industrial organic chemicals

The undersigned and Commodity Specialists Company, a Delaware corporation (“CSC”), are parties to that certain Distiller’s Grain Marketing Agreement dated as of June 19, 2002 (the “Marketing Agreement”).

Eleventh Amendment to Construction Loan Agreement
Construction Loan Agreement • May 15th, 2006 • Little Sioux Corn Processors LLC • Industrial organic chemicals

This Eleventh Amendment to Construction Loan Agreement is dated as of the 30th day of March, 2006, and is by and between LSCP, LLLP, an Iowa limited liability limited partnership (“BORROWER”) and FIRST NATIONAL BANK OF OMAHA (“BANK”), a national banking association established at Omaha, Nebraska.

SECOND AMENDMENT and EXTENSION to LETTER OF INTENT DATED MARCH 1, 2007 by and between FAGEN, INC. and AKRON RIVERVIEW CORN PROCESSORS, LLC
Letter of Intent • December 31st, 2007 • Little Sioux Corn Processors LLC • Industrial organic chemicals

This Second Amendment and Extension is entered into this 9th day of November, 2007, by and between Fagen, Inc., a Minnesota Corporation (“Fagen”) and Akron Riverview Corn Processors, LLC, an Iowa Limited Liability Company (“Owner”).

FIRST AMENDMENT TO CONSTRUCTION LOAN AGREEMENT
Construction Loan Agreement • December 29th, 2003 • Little Sioux Corn Processors LLC • Industrial organic chemicals

This first Amendment to Construction Loan Agreement is dated as of the 29th day of April 2003, and is by and between LSCP, L.P., an Iowa limited partnership (“BORROWER”) and FIRST NATIONAL BANK OF OMAHA (“BANK”), a national banking association established at Omaha, Nebraska.

Third Amendment to Construction Loan Agreement
Construction Loan Agreement • December 29th, 2003 • Little Sioux Corn Processors LLC • Industrial organic chemicals • Nebraska

This Third Amendment to Construction Loan Agreement is dated as of the 23rd day of June, 2003, and is by and between LSCP, L.P., an Iowa limited partnership (“BORROWER”) and FIRST NATIONAL BANK OF OMAHA (“BANK”), a national banking association established at Omaha, Nebraska.

AMENDED AND RESTATED CONSTRUCTION LOAN AGREEMENT
Construction Loan Agreement • May 15th, 2007 • Little Sioux Corn Processors LLC • Industrial organic chemicals • Nebraska

THIS AMENDED AND RESTATED CONSTRUCTION LOAN AGREEMENT (this “Agreement”) is dated this 5th day of April, 2007, and is made by and between LSCP, LLLP, an Iowa limited liability limited partnership (“LSCP, LLLP”), successor in interest to LSCP, L.P., an Iowa limited partnership (“LSCP, L.P.”), with its principal offices in Marcus, Iowa (LSCP, LLLP and LSCP, L.P. are referred to collectively herein as the “Borrower”), and FIRST NATIONAL BANK OF OMAHA, a national banking association with its principal offices in Omaha, Nebraska (the “Bank”).

TERM NOTE 3(variable rate)
Term Note • December 29th, 2003 • Little Sioux Corn Processors LLC • Industrial organic chemicals

This promissory note is executed pursuant to a Construction Loan Agreement (“CONSTRUCTION LOAN AGREEMENT”) between BORROWER and BANK dated as of July 25, 2002, which, together will all amendments thereto, is collectively called the “AGREEMENT”. All capitalized terms not otherwise defined in this note shall have the meanings provided in the CONSTRUCTION LOAN AGREEMENT.

TERM NOTE 2
Term Note • December 29th, 2003 • Little Sioux Corn Processors LLC • Industrial organic chemicals

This promissory note is executed pursuant to a Construction Loan Agreement (“CONSTRUCTION LOAN AGREEMENT”) between BORROWER and BANK dated as of July 25, 2002, which, together will all amendments thereto, is collectively called the “AGREEMENT”. All capitalized terms not otherwise defined in this note shall have the meanings provided in the CONSTRUCTION LOAN AGREEMENT.

FCSTONE, LLC
Full Service Integrated Risk Management Contract • April 15th, 2004 • Little Sioux Corn Processors LLC • Industrial organic chemicals • Iowa
FIRST AMENDMENT TO THE AMENDED AND RESTATED CONSTRUCTION LOAN AGREEMENT
Construction Loan Agreement • August 19th, 2008 • Little Sioux Corn Processors LLC • Industrial organic chemicals • Nebraska

This First Amendment to the Amended and Restated Construction Loan Agreement (the “First Amendment”) is made and entered into effective as of the day of January 2008 (“Effective Date”), by and between LSCP, LLLP, an Iowa limited liability limited partnership (“LSCP, LLLP”), successor in interest to LSCP, L.P., an Iowa limited partnership (“LSCP, L.P.”), with its principal offices in Marcus, Iowa (LSCP, LLLP and LSCP, L.P. are referred to collectively as the “Borrower”), and FIRST NATIONAL BANK OF OMAHA, a national banking association with principal offices in Omaha, Nebraska (the “Bank”).

SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS
Settlement Agreement • May 15th, 2006 • Little Sioux Corn Processors LLC • Industrial organic chemicals • Iowa

This agreement is entered into between Archer Daniels Midland Company (hereinafter “ADM”), and LSCP, LLLC. (hereinafter “LSCP”).

Sixth Amendment to Construction Loan Agreement
Construction Loan Agreement • February 14th, 2005 • Little Sioux Corn Processors LLC • Industrial organic chemicals

This Sixth Amendment to Construction Loan Agreement is dated as of the 2nd day of December, 2004, and is by and between LSCP, LLLP, an Iowa limited liability limited partnership (“BORROWER”) and FIRST NATIONAL BANK OF OMAHA (“BANK”), a national banking association established at Omaha, Nebraska.

Second Amendment to Construction Loan Agreement
Construction Loan Agreement • December 29th, 2003 • Little Sioux Corn Processors LLC • Industrial organic chemicals • Nebraska

This Second Amendment to Construction Loan Agreement is dated as of the 1st day of June 2003, and is by and between LSCP, L.P., an Iowa limited partnership (“BORROWER”) and FIRST NATIONAL BANK OF OMAHA (“BANK’), a national banking association established at Omaha, Nebraska.

LUMP SUM DESIGN-BUILD EXPANSION AGREEMENT BETWEEN LITTLE SIOUX CORN PROCESSORS, LP (“OWNER”) AND FAGEN, INC. (“DESIGN-BUILDER”) September 20, 2006
Lump Sum Design-Build Expansion Agreement • December 29th, 2006 • Little Sioux Corn Processors LLC • Industrial organic chemicals • Minnesota

This LUMP SUM DESIGN-BUILD CONTRACT (the “Agreement”) is made as of September 20, 2006, (the “Effective Date”) by and between Little Sioux Corn Processors, LP, an Iowa limited partnership (the “Owner”) and Fagen, Inc., a Minnesota corporation (the “Design-Builder”) (each a “Party” and collectively, the “Parties”).

THIRD AMENDMENT and EXTENSION to LETTER OF INTENT DATED MARCH 1, 2007 by and between FAGEN, INC. and AKRON RIVERVIEW CORN PROCESSORS, LLC
Letter of Intent • August 19th, 2008 • Little Sioux Corn Processors LLC • Industrial organic chemicals

This Third Amendment and Extension is entered into this 30th day of May, 2008, by and between Fagen, Inc., a Minnesota Corporation (“Fagen”) and Akron Riverview Corn Processors, LLC, an Iowa Limited Liability Company (“Owner”).

TERM NOTE 4 (with reducing revolver feature)
Term Note • December 29th, 2003 • Little Sioux Corn Processors LLC • Industrial organic chemicals

This promissory note is executed pursuant to a Construction Loan Agreement (“CONSTRUCTION LOAN AGREEMENT”) between BORROWER and BANK dated as of July 25, 2002, which, together will all amendments thereto, is collectively called the “AGREEMENT”. All capitalized terms not otherwise defined in this note shall have the meanings provided in the CONSTRUCTION LOAN AGREEMENT.

FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF LITTLE SIOUX CORN PROCESSORS, LLC
Operating Agreement • May 15th, 2007 • Little Sioux Corn Processors LLC • Industrial organic chemicals

THIS FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF LITTLE SIOUX CORN PROCESSORS, LLC dated March 24, 2005 (the “Operating Agreement”) is adopted and approved effective as of the 22nd day of March, 2007, by the affirmative vote of a majority of the Membership Voting Interests of Little Sioux Corn Processors, LLC pursuant to Section 701 of the Iowa Limited Liability Company Act and pursuant to Section 8.1 of the Operating Agreement of the Company at a Meeting of the Members held on March 22, 2007.

AGREEMENT BETWEEN OWNER AND DESIGN/BUILDER ON THE BASIS OF A STIPULATED PRICE
Design/Build Agreement • February 14th, 2005 • Little Sioux Corn Processors LLC • Industrial organic chemicals • Kansas

THIS AGREEMENT is made and entered into this 6th day of December, 2004 by and between LSCP, L.P., an Iowa limited partnership (hereinafter called OWNER) and ICM, Inc., a Kansas corporation (hereinafter called DESIGN/BUILDER).

AMENDED AND RESTATED ETHANOL MARKETING AGREEMENT*
Ethanol Marketing Agreement • May 15th, 2007 • Little Sioux Corn Processors LLC • Industrial organic chemicals • Iowa

THIS ETHANOL MARKETING AGREEMENT (the “Agreement”) is entered into on 29, 2007, to be effective as of the “Effective Date” (defined in Section 1(c) hereof), by and between Archer Daniels Midland Co., a Delaware corporation with its principal place of business in Decatur, Illinois (“ADM”), and LSCP, L.L.L.P., an Iowa limited liability limited partnership with its principal place of business in Marcus, Iowa (“LS”).

CONSENT TO ASSIGNMENT AND ASSUMPTION OF MARKETING AGREEMENT
Consent to Assignment and Assumption of Marketing Agreement • December 31st, 2007 • Little Sioux Corn Processors LLC • Industrial organic chemicals

The undersigned and Commodity Specialists Company, a Delaware corporation (“CSC”), are parties to that certain Distiller’s Grain Marketing Agreement dated as of June 4, 2007 (the “Marketing Agreement”).

CONSTRUCTION LOAN AGREEMENT
Construction Loan Agreement • December 29th, 2003 • Little Sioux Corn Processors LLC • Industrial organic chemicals • Nebraska

This Construction Loan Agreement (the “AGREEMENT”) is dated as of the 25 day of July, 2002, and is by and between LSCP, L.P., an Iowa limited partnership (“BORROWER”) and FIRST NATIONAL BANK OF OMAHA (“BANK”), a national banking association established at Omaha, Nebraska.