10.00 PER UNITSubscription Agreement • August 12th, 2005 • Advanced BioEnergy, LLC • Industrial organic chemicals
RECITALSConsulting Agreement • May 27th, 2005 • Advanced BioEnergy, LLC • Nebraska
Exhibit 10.5 LETTER OF INTENT Date: March 24, 2005 Parties: Fagen, Inc., a Minnesota Corporation, of Granite Falls, MN ("Fagen") and Advanced BioEnergy, LLC, a Delaware limited liability company ("Owner") WHEREAS, Owner is an entity organized to...Letter of Intent • May 27th, 2005 • Advanced BioEnergy, LLC
Exhibit 10.13 AGREEMENT BETWEEN OWNER AND HDR ENGINEERING, INC. FOR PROFESSIONAL SERVICES THIS AGREEMENT is made as of this 15 day of June, 200__, between ADVANCED BIO ENERGY, FAIRMONT, NEBRASKA ("OWNER") and HDR ENGINEERING, INC., ("ENGINEER") a...Professional Services • August 12th, 2005 • Advanced BioEnergy, LLC • Industrial organic chemicals
FOURTH AMENDED AND RESTATED OPERATING AGREEMENT OF ADVANCED BIOENERGY, LLC Effective May 11, 2010Operating Agreement • May 13th, 2010 • Advanced BioEnergy, LLC • Industrial organic chemicals • Delaware
THIS FOURTH AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) is entered into and shall be effective as of the Effective Date (as hereinafter defined), by and among Advanced BioEnergy, LLC, a Delaware limited liability company (the “Company”), each of the Persons (as hereinafter defined) who are identified as Members on the Membership Register of the Company and who have executed a counterpart of this Agreement and a Subscription Agreement, and any other Persons as may from time-to-time be subsequently admitted as a Member of the Company in accordance with the terms of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning set forth in Section 1.10.
THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF ADVANCED BIOENERGY, LLC Dated Effective February 1, 2006Operating Agreement • February 10th, 2006 • Advanced BioEnergy, LLC • Industrial organic chemicals • Delaware
THIS THIRD AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) is entered into and shall be effective as of the Effective Date (as hereinafter defined), by and among Advanced BioEnergy, LLC, a Delaware limited liability company (the “Company”), each of the Persons (as hereinafter defined) who are identified as Members on the attached Exhibit “A” and who have executed a counterpart of this Agreement and a Subscription Agreement, and any other Persons as may from time-to-time be subsequently admitted as a Member of the Company in accordance with the terms of this Agreement. Capitalized terms not otherwise defined herein shall have the meaning set forth in Section 1.10.
OF ADVANCED BIOENERGY, LLC DATED EFFECTIVE MAY 19, 2005 ADVANCED BIOENERGY, LLC AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • May 27th, 2005 • Advanced BioEnergy, LLC • Delaware
RECITALSEscrow Agreement • August 12th, 2005 • Advanced BioEnergy, LLC • Industrial organic chemicals • Nebraska
LUMP SUM DESIGN-BUILD AGREEMENT BETWEEN ABE NORTHFIELD, LLC (“OWNER”) AND FAGEN, INC. (“DESIGN-BUILDER”) February 7, 2007Lump Sum Design-Build Agreement • August 14th, 2007 • Advanced BioEnergy, LLC • Industrial organic chemicals • Minnesota
This LUMP SUM DESIGN-BUILD CONTRACT (the “Agreement”) is made as of February 7, 2007, (the “Effective Date”) by and between ABE Northfield, LLC, a Delaware limited liability company (the “Owner”) and Fagen, Inc., a Minnesota corporation (the “Design-Builder”) (each a “Party” and collectively, the “Parties”).
LUMP SUM DESIGN-BUILD AGREEMENT BETWEEN ADVANCED BIOENERGY, LLC (“OWNER”) AND FAGEN, INC. (“DESIGN-BUILDER”) March 16, 2006Lump Sum Design-Build Agreement • May 15th, 2006 • Advanced BioEnergy, LLC • Industrial organic chemicals • Minnesota
This LUMP SUM DESIGN-BUILD CONTRACT (the “Agreement”) is made as of March 16, 2006, (the “Effective Date”) by and between Advanced BioEnergy, LLC, a Delaware Limited Liability Company (the “Owner”) and Fagen, Inc., a Minnesota corporation (the “Design-Builder”).
MASTER LOAN AGREEMENTMaster Loan Agreement • May 16th, 2011 • Advanced BioEnergy, LLC • Industrial organic chemicals • Nebraska
THIS MASTER LOAN AGREEMENT is entered into as of April 7, 2011, between FARM CREDIT SERVICES OF AMERICA. FLCA (“FLCA”). FARM CREDIT SERVICES OF AMERICA. PCA (“PCA”) and ABE FAIRMONT, LLC, Fairmont, Nebraska (the “Company”).
ContractIcm License Agreement • May 15th, 2006 • Advanced BioEnergy, LLC • Industrial organic chemicals
THIS LICENSE AGREEMENT (this “License Agreement”) is entered into and made effective as of the 13th day of March, 2006 (“Effective Date”) by and between Advanced BioEnergy, LLC, a Delaware Limited Liability Company (“OWNER”), and ICM, Inc., a Kansas corporation (“ICM”).
Exhibit 10.7 (U.S. ENERGY LOGO) ENERGY MANAGEMENT AGREEMENT (Site Development and Operations) The purpose of this Agreement is to set forth the understanding and agreement between U.S. Energy Services, Inc. ("U.S. Energy") and Advanced Bio Energy...Energy Management Agreement • May 27th, 2005 • Advanced BioEnergy, LLC • Minnesota
CONSTRUCTION AND REVOLVING TERM LOAN SUPPLEMENTConstruction and Revolving Term Loan Supplement • November 29th, 2006 • Advanced BioEnergy, LLC • Industrial organic chemicals
THIS SUPPLEMENT to the Master Loan Agreement dated November 20, 2006, (the “MLA”), is entered into as of November 20, 2006, and effective as of June 1, 2007, (the “Effective Date”) between FARM CREDIT SERVICES OF AMERICA, FLCA (“Farm Credit”) and ABE FAIRMONT, LLC, Fairmont, Nebraska (the “Company”).
SECURITY AGREEMENTSecurity Agreement • January 5th, 2016 • Advanced BioEnergy, LLC • Industrial organic chemicals • North Dakota
THIS SECURITY AGREEMENT (the “Agreement”) dated as of December 29, 2015, is between ABE SOUTH DAKOTA, LLC, a Delaware limited liability company (“Borrower”), and AGCOUNTRY FARM CREDIT SERVICES, PCA (“Lender”).
EXCLUSIVE ETHANOL MARKETING AGREEMENT April 7, 2010Exclusive Ethanol Marketing Agreement • April 8th, 2010 • Advanced BioEnergy, LLC • Industrial organic chemicals • Iowa
This EXCLUSIVE ETHANOL MARKETING AGREEMENT (this “Agreement”) is made as of the date first written above, and entered into and effective as of the Effective Date (as hereinafter defined), by and between Hawkeye Gold, LLC, a Delaware limited liability company (“Gold”), and Heartland Grain Fuels, L.P., a South Dakota limited partnership (“Producer”).
CONSTRUCTION AND TERM LOAN SUPPLEMENTConstruction and Term Loan Supplement • November 29th, 2006 • Advanced BioEnergy, LLC • Industrial organic chemicals
THIS SUPPLEMENT to the Master Loan Agreement dated November 20, 2006, (the “MLA”), is entered into as of November 20, 2006, between FARM CREDIT SERVICES OF AMERICA, FLCA (“Farm Credit”) and ABE FAIRMONT, LLC, Fairmont, Nebraska (the “Company”).
Advanced BioEnergy, LLC Restricted Unit AgreementRestricted Unit Agreement • November 7th, 2006 • Advanced BioEnergy, LLC • Industrial organic chemicals • Delaware
From and after June 1, 2006, upon the occurrence of an Event (as defined below), one restricted Unit (“RU”) will be issued under this Agreement for each 1,000 gallons of additional ethanol production or co-production facility acquired or built by the Company on or prior to April 3, 2009 in addition to the Company’s currently proposed facility located near Fairmont, Nebraska, subject to a maximum of 300,000 RUs being issued under this Agreement. The determination of the timing of the acquisition or development by the Company of an additional ethanol production or co-production facility, as well as the number of gallons of ethanol produced or co-produced at such facility, will be determined by the Board or the Committee in its sole discretion. Each of the following constitutes an “Event:”
AMENDMENT TO ETHANOL MARKETING AGREEMENTEthanol Marketing Agreement • December 28th, 2011 • Advanced BioEnergy, LLC • Industrial organic chemicals • Iowa
This AMENDMENT TO ETHANOL MARKETING AGREEMENT (this “Amendment”), dated as of September 30, 2011, is entered into between HAWKEYE GOLD, LLC, a Delaware limited liability company (“Gold”), and ABE SOUTH DAKOTA, LLC (f/k/a Heartland Grain Fuels, LP), a Delaware limited liability company (“ABE”), to be effective as of January 1, 2012 (the “Effective Date”).
ADVANCED BIOENERGY, LLC INVESTOR RIGHTS AGREEMENT (SDWG)Investor Rights Agreement • August 14th, 2007 • Advanced BioEnergy, LLC • Industrial organic chemicals • Minnesota
This Investor Rights Agreement (this “Agreement”) is made as of the day of November, 2006, by and between Advanced BioEnergy, LLC, a Delaware limited liability company (the “Company”), and South Dakota Wheat Growers Association, a South Dakota cooperative (“SDWG”).
AGREEMENT BETWEEN OWNER AND DESIGN/BUILDER ON THE BASIS OF A STIPULATED PRICEDesign/Build Agreement • December 29th, 2006 • Advanced BioEnergy, LLC • Industrial organic chemicals • Kansas
THIS AGREEMENT is made and entered into this 14th day of July, 2006 by and between Heartland Grain Fuels, LP, a South Dakota limited partner company (hereinafter called OWNER) and ICM, Inc., a Kansas corporation (hereinafter called DESIGN/BUILDER).
ASSET PURCHASE AGREEMENT by and among Glacial Lakes Energy, LLC as Buyer, ABE South Dakota, LLC as Seller and Advanced BioEnergy, LLC as Parent August 1, 2019Asset Purchase Agreement • August 7th, 2019 • Advanced BioEnergy, LLC • Industrial organic chemicals • Delaware
ADVANCED BIOENERGY Richard Peterson AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 17th, 2007 • Advanced BioEnergy, LLC • Industrial organic chemicals • Minnesota
This Amended and Restated Employment Agreement (this “Agreement”) is entered into on December 11, 2007 by and between Advanced BioEnergy, LLC, a Delaware limited liability company (the Company”), and Richard Peterson, a resident of Minnesota (“Employee”).
ESCROW AGREEMENTEscrow Agreement • April 30th, 2007 • Advanced BioEnergy, LLC • Industrial organic chemicals • Minnesota
This Escrow Agreement is made and entered into as of [ ], 2007, between Advanced BioEnergy, LLC, a Delaware limited liability company (the “Company”), and Fidelity Bank, a Minnesota banking corporation (the “Escrow Agent”).
MULTIPLE ADVANCE TERM LOAN SUPPLEMENTMultiple Advance Term Loan Supplement • May 15th, 2012 • Advanced BioEnergy, LLC • Industrial organic chemicals
THIS SUPPLEMENT to the Master Loan Agreement dated April 7, 2011 (the “MLA”), is entered into as of April 30, 2012 between FARM CREDIT SERVICES OF AMERICA, FLCA (“Farm Credit”) and ABE FAIRMONT, LLC, Fairmont, Nebraska (the “Company”), and amends and restates the Supplement dated December 28, 2011 and numbered RI0340T01F.
PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT BETWEEN ADVANCED BIOENERGY LLC AND FAGEN ENGINEERING, LLC November 4, 2005Engineering Services Agreement • November 8th, 2005 • Advanced BioEnergy, LLC • Industrial organic chemicals • Minnesota
THIS PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT (the "Agreement") is made as of November 4, 2005, (the "Effective Date") by and between Advanced BioEnergy LLC, a [Indiana] limited liability company (the "Client") and Fagen Engineering, Inc. a Minnesota Limited Liability Company (the "Engineer"). Each of the Owner and Engineer are referred to herein individually as a "Party"and collectively as the "Parties."
VOTING AGREEMENTVoting Agreement • August 7th, 2019 • Advanced BioEnergy, LLC • Industrial organic chemicals • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of August 1, 2019, is entered into between Glacial Lakes Energy, LLC, a South Dakota limited liability company (“Buyer”) and Thomas H. Lee Partners, L.P. (“THL”) and certain funds affiliated with THL set forth on the signature pages hereto (collectively, the “Members”).
CONSENT AND AGREEMENTConsent and Agreement • August 14th, 2012 • Advanced BioEnergy, LLC • Industrial organic chemicals • New York
This CONSENT AND AGREEMENT (this “Consent”), dated as of July 31 , 2012, among Gavilon, LLC, a Delaware limited liability company, Gavilon Ingredients, LLC, a Delaware limited liability company (“Gavilon Ingredients” and, together with Gavilon, LLC, the “Consenting Parties”), ABE South Dakota, LLC (f/k/a Heartland Grain Fuels, L.P.), a Delaware limited liability company (the “Borrower”), and Portigon AG, New York Branch (f/k/a WestLB AG, New York Branch), as collateral agent (together with its successors in such capacity, the “Collateral Agent”) for the lenders that are or from time to time may become a party to the Credit Agreement (collectively, the “Lenders”) and for the other senior secured parties referred to in the Credit Agreement.
ADVANCED BIOENERGY, LLC SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $10.00 per Unit Minimum Investment of 2,500 Units ($25,000) 100 Unit Increments Thereafter ($1,000)Subscription Agreement • November 7th, 2005 • Advanced BioEnergy, LLC • Industrial organic chemicals
The undersigned subscriber, desiring to become a member of Advanced BioEnergy, LLC ("Advanced BioEnergy"), a Delaware limited liability company, with its principal place of business at 137 N. 8th Street, Geneva, Nebraska 68361, hereby subscribes for the purchase of the membership interests of Advanced BioEnergy, and agrees to pay the related purchase price, identified below.
Advanced BioEnergy, LLC Restricted Unit AgreementRestricted Unit Agreement • August 6th, 2007 • Advanced BioEnergy, LLC • Industrial organic chemicals • Delaware
This is a Restricted Unit Award Agreement (“Agreement”) between Advanced BioEnergy, LLC, a Delaware limited liability company (the “Company”), and the above-named holder of restricted units (the “Holder”).
ADMINISTRATIVE AGENCY AGREEMENTAdministrative Agency Agreement • November 29th, 2006 • Advanced BioEnergy, LLC • Industrial organic chemicals • Colorado
THIS ADMINISTRATIVE AGENCY AGREEMENT is entered into as of the 20th day of November, 2006, among FARM CREDIT SERVICES OF AMERICA, FLCA (“Farm Credit”), COBANK, ACB (“CoBank”) and ABE FAIRMONT, LLC, Fairmont, Nebraska, a Delaware limited liability company (“Borrower”).
RESTRUCTURING AGREEMENT dated as of June 16, 2010 among ABE SOUTH DAKOTA, LLC, as Borrower, ADVANCED BIOENERGY, LLC, ABE HEARTLAND, LLC, DAKOTA FUELS, INC., THE LENDERS REFERRED TO HEREIN, WESTLB AG, NEW YORK BRANCH, as Administrative Agent for the...Restructuring Agreement • June 22nd, 2010 • Advanced BioEnergy, LLC • Industrial organic chemicals • New York
This RESTRUCTURING AGREEMENT (this “Agreement”), dated as of June 16, 2010, is by and among ABE SOUTH DAKOTA, LLC (f/k/a Heartland Grain Fuels, L.P.), a Delaware limited liability company (the “Borrower”), DAKOTA FUELS, INC., a Delaware corporation (“Dakota Fuels”), ABE HEARTLAND, LLC, a Delaware limited liability company (“ABE Heartland”), ADVANCED BIOENERGY, LLC, a Delaware limited liability company (“ABE”), each of the lenders party to the Original Senior Credit Agreement referred to below (the “Lenders”), WESTLB AG, NEW YORK BRANCH, as administrative agent for such lenders (the “Administrative Agent”), WESTLB AG, NEW YORK BRANCH, as collateral agent for the Senior Secured Parties referred to below (the “Collateral Agent”), BROWN COUNTY, SOUTH DAKOTA (the “Issuer”), as issuer of the Subordinate Solid Waste Facilities Revenue Bonds (Heartland Grain Fuels, L.P. Ethanol Plant Project) Series 2007A (the “Subordinated Bonds”), WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as tr
Advanced BioEnergy, LLC Unit Appreciation Right AgreementUnit Appreciation Right Agreement • August 10th, 2017 • Advanced BioEnergy, LLC • Industrial organic chemicals • Minnesota
Advanced BioEnergy, LLC (the “Company”) is pleased to inform you that you have been granted Unit Appreciation Rights (“UARs”) as set forth above (this “Award”). The terms of this Award are as follows:
RAIL CAR SUBLEASE AGREEMENTRail Car Sublease Agreement • August 14th, 2012 • Advanced BioEnergy, LLC • Industrial organic chemicals • Nebraska
This Rail Car Sublease Agreement (“Agreement”) is made and entered into on the 4th day of May, 2012, by and among GAVILON, LLC, a Delaware limited liability company (“Gavilon”), ABE SOUTH DAKOTA, LLC, a Delaware limited liability company (“Producer I”), and ABE Fairmont, LLC, a Delaware limited liability company (“Producer II”) (the entity performing under this Agreement in accordance with Section 1 herein, either Producer I or Producer II, being the “Producer”), and the Producer and Gavilon are herein collectively referred to as the “Parties” and individually referred to as a “Party”).
CREDIT AGREEMENT BY AND BETWEEN HGF ACQUISITION, LLC AND KRUSE INVESTMENT COMPANY, INC FEBRUARY 12, 2007Credit Agreement • August 14th, 2007 • Advanced BioEnergy, LLC • Industrial organic chemicals • Minnesota
HGF ACQUISITION, LLC, a Delaware limited liability company (the “Borrower”), and KRUSE INVESTMENT COMPANY, INC, a California corporation (the “Lender”), hereby agree as follows:
