OPERATING AGREEMENT OF E ENERGY ADAMS, LLC Dated April 25, 2005Operating Agreement • October 7th, 2005 • E Energy Adams LLC • Nebraska
THIS OPERATING AGREEMENT (the “Agreement”) is entered into and shall be effective as of the 25th day of April, 2005, by and among E Energy Adams, LLC, a Nebraska 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 1.9.
E ENERGY ADAMS, LLC SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $10,000 per Unit Minimum Investment of 2 Units ($20,000) 1 Unit Increments Thereafter ($10,000)Subscription Agreement • April 13th, 2006 • E Energy Adams LLC • Industrial organic chemicals
The undersigned subscriber (“Subscriber”), desiring to become a member of E Energy Adams, LLC (“E Energy Adams”), a Nebraska limited liability company, with its principal place of business at 510 Main Street, P.O. Box 49, Adams, Nebraska 68301 hereby subscribes for the purchase of membership units of E Energy Adams, and agrees to pay the related purchase price, identified below.
LUMP SUM DESIGN-BUILD AGREEMENT BETWEEN E ENERGY ADAMS, LLC (“OWNER”) AND FAGEN, INC. (“DESIGN-BUILDER”) August 1, 2006Lump Sum Design-Build Agreement • December 22nd, 2006 • E Energy Adams LLC • Industrial organic chemicals • Minnesota
This LUMP SUM DESIGN-BUILD CONTRACT (the “Agreement”) is made as of August 1, 2006, (the “Effective Date”) by and between E Energy Adams, LLC, a Nebraska limited liability company (the “Owner”) and Fagen, Inc., a Minnesota corporation (the “Design-Builder”) (each a “Party” and collectively, the “Parties”).
EMPLOYMENT AGREEMENT (Chief Financial Officer)Employment Agreement • September 7th, 2007 • E Energy Adams LLC • Industrial organic chemicals • Nebraska
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of the 17th day of September, 2007 (“Effective Date”), by and between E Energy Adams, LLC, a Nebraska limited liability company (“E ENERGY”) and Nicholas Stovall (“Employee”).
DISTILLER’S GRAIN MARKETING AGREEMENTDistiller’s Grain Marketing Agreement • March 22nd, 2007 • E Energy Adams LLC • Industrial organic chemicals • Minnesota
THIS DISTILLER’S GRAIN MARKETING AGREEMENT (the “Agreement”), is entered into effective as of March 19, 2007, by E. Energy Adams LLC, a Nebraska Limited Liability Company (“Seller”), and Commodity Specialist Company, a Delaware Corporation (“Buyer”).
SECOND AMENDED and RESTATED PROJECT DEVELOPMENT FEE AGREEMENTProject Development Fee Agreement • April 13th, 2006 • E Energy Adams LLC • Industrial organic chemicals • Nebraska
THIS SECOND AMENDED PROJECT DEVELOPMENT FEE AGREEMENT (“Agreement”) is entered into as of this 10 day of April , 2006 (“Effective Date”), by and between Jack L. Alderman, an individual (“Alderman”), and E Energy Adams, LLC (“Company”), a Nebraska limited liability Company.
OPTION AGREEMENTOption Agreement • October 7th, 2005 • E Energy Adams LLC
This Option Agreement is made and entered into on this 29th day of July 2005, by and between “Jean G. TenHulzen Revocable Trust” (the “Seller”), and E Energy Adams a Nebraska Limited Liability Company (the “Buyer”). For valuable consideration received, the receipt and sufficiency of which is hereby acknowledged, the Seller grants to the Buyer an option to purchase under the following terms and conditions.
SECOND AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • January 27th, 2006 • E Energy Adams LLC • Industrial organic chemicals • Nebraska
THIS SECOND AMENDED AND RESTATED ESCROW AGREEMENT (this “Agreement”) is made this 27th day of January, 2006, by and between E Energy Adams, LLC a Nebraska limited liability company (“E Energy Adams”) and Union Bank & Trust Company as escrow agent (the “Escrow Agent”).
FIRST AMENDED AND RESTATED REDEVELOPMENT CONTRACT By THE VILLAGE OF ADAMS, NEBRASKA and E ENERGY ADAMS, LLC. May 29, 2007Redevelopment Contract • August 14th, 2007 • E Energy Adams LLC • Industrial organic chemicals • Nebraska
This First Amended and Restated Redevelopment Contract is made and entered into as of the 29th day of May, 2007, by and between the Village of Adams, Nebraska, acting as the Community Development Agency of the Village of Adams, Nebraska (“Village”), and E Energy Adams, LLC, a Nebraska limited liability company (“Redeveloper”).
AMENDMENT NUMBER ONE To LETTER OF INTENT (“LOI”) DATED APRIL 19, 2005 by and between FAGEN, INC. (“FAGEN”) and E ENERGY ADAMS, LLC (“OWNER”)Letter of Intent • October 7th, 2005 • E Energy Adams LLC
This Amendment Number One is entered into this 12th day of July, 2005, by and between Fagen, Inc., a Minnesota Corporation (“Fagen”) and E Energy Adams, LLC, a Nebraska Limited Liability Company (“Owner”).
EMPLOYMENT AGREEMENT (Chief Executive Officer)Employment Agreement • April 18th, 2007 • E Energy Adams LLC • Industrial organic chemicals • Nebraska
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of the 16th day of April, 2007 (“Effective Date”), by and between E Energy Adams, LLC, a Nebraska limited liability company (“E ENERGY”) and Carl Sitzmann (“Employee”).
Natural Gas Pipeline Company of America A Subsidiary of Kinder Morgan, Inc. FIRM TRANSPORTATION RATE DISCOUNT AGREEMENT Agreement No. 133736Firm Transportation Rate Discount Agreement • February 14th, 2007 • E Energy Adams LLC • Industrial organic chemicals • Texas
This Firm Transportation Rate Discount Agreement (“Agreement”) is made and entered into effective this 20th day of November, 2006, by and between Natural Gas Pipeline Company of America (“Natural”) and E Energy Adams LLC (“Shipper”).
MEMORANDUM OF UNDERSTANDING (with respect to a special economic development activity involving the Village of Adams, Nebraska, and improvements to the public facilities infrastructure thereof, with E Energy Adams, LLC as the private, for-profit...Memorandum of Understanding • December 22nd, 2006 • E Energy Adams LLC • Industrial organic chemicals • Nebraska
This Memorandum of Understanding (“MOU”) is entered into among the State of Nebraska, Department of Economic Development (“Department” or “DED”); the Village of Adams, Nebraska (“Village”); and E Energy Adams, LLC (“Business”), upon the date of signature by all parties.
CONSULTING AGREEMENTConsulting Agreement • October 7th, 2005 • E Energy Adams LLC • Iowa
THIS CONSULTING AGREEMENT (the “Agreement”) is made the 13th day of May , 2005 (the “Effective Date”), by and between Bill Riechers, a resident of the state of South Dakota (“Riechers”) as “CONSULTANT” and E ENERGY ADAMS, LLC, of Adams, Nebraska, a Nebraska limited liability company (“Client”).
ETHANOL MARKETING AGREEMENTEthanol Marketing Agreement • December 22nd, 2006 • E Energy Adams LLC • Industrial organic chemicals • Nebraska
This Ethanol Marketing Agreement (“Agreement”) is made and entered into as of the 9th day of October, 2006, by and between E ENERGY ADAMS, LLC, a Nebraska limited liability company (“E ENERGY”), and AVENTINE RENEWABLE ENERGY, INC., a Delaware corporation (“ARE”) (each a “Party”, and collectively the “Parties”).
ASSIGNMENT OF OPTION AGREEMENTAssignment of Option Agreement • October 7th, 2005 • E Energy Adams LLC
THIS AGREEMENT is made and entered into on this 19th day of July, 2005, by and between Gage County Economic Development, Inc., a Nebraska corporation (hereinafter referred to as “Assignor”), and E Energy Adams, LLC, a Nebraska limited liability company (hereinafter referred to as “Assignee”).
EJCDC STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR ON THE BASIS OF A STIPULATED PRICEConstruction Contract • December 22nd, 2006 • E Energy Adams LLC • Industrial organic chemicals
E ENERGY ADAMS, LLC SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $10,000 per Unit Minimum Investment of 2 Units ($20,000) 1 Unit Increments Thereafter ($10,000)Subscription Agreement • November 23rd, 2005 • E Energy Adams LLC • Industrial organic chemicals
The undersigned subscriber (“Subscriber”), desiring to become a member of E Energy Adams, LLC (“E Energy Adams”), a Nebraska limited liability company, with its principal place of business at 510 Main Street, P.O. Box 49, Adams, Nebraska 68301 hereby subscribes for the purchase of membership units of E Energy Adams, and agrees to pay the related purchase price, identified below.
AMENDED LETTER OF INTENTLetter of Intent • April 13th, 2006 • E Energy Adams LLC • Industrial organic chemicals
WHEREAS, Owner is an entity organized to facilitate the development and building of a locally-owned 50 MGY gas-fired fuel ethanol plant in Adams, Nebraska (the “Facility” or “Project”); and
LOAN AGREEMENT by and between Security First Bank, as Lead Lender and E ENERGY ADAMS, LLC, a Nebraska limited liability company, as Borrower Dated as of June 29, 2007Loan Agreement • August 14th, 2007 • E Energy Adams LLC • Industrial organic chemicals • Nebraska
This Loan Agreement (this “Agreement”), dated as of June 29, 2007, is by and between the E Energy Adams, LLC, a Nebraska limited liability company as borrower (the “Borrower”) and Security First Bank, a Nebraska bank (the “Lead Lender”) as lead agent for all participating institutions, more fully described on Schedule 1 attached hereto (jointly and severally, the “Participants”).
ENERGY MANAGEMENT AGREEMENT (Site Development and Operations)Energy Management Agreement • October 7th, 2005 • E Energy Adams LLC • Minnesota
The purpose of this Agreement is to set forth the understanding and agreement between U.S. Energy Services, Inc. (“U.S. Energy”) and E-Energy Adams, LLC (“Client”) related to the provision of energy management services.
PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT BETWEEN E-ENERGY ADAMS, LLC AND FAGEN ENGINEERING, LLC January 18, 2006Engineering Services Agreement • April 13th, 2006 • E Energy Adams LLC • Industrial organic chemicals • Minnesota
THIS PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT (the “Agreement”) is made as of January 18, 2006, (the “Effective Date”) by and between E-Energy Adams, LLC, a Nebraska Limited Liability Company (the “Client”) and Fagen Engineering, Inc. 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.”
Farm Credit Services of America SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 15th, 2007 • E Energy Adams LLC • Industrial organic chemicals
This Second Amendment to Credit Agreement (“Amendment”) is made and entered into effective the 8th day of May, 2007, by and between the undersigned (hereinafter referred to as “Borrower”) and Farm Credit Services of America, FLCA and Farm Credit Services of America, PCA (hereinafter referred to as “Lender”) to amend and modify the Credit Agreement dated August 25, 2006 (hereinafter referred to as the “Credit Agreement”). The Credit Agreement and underlying Loan Documents are modified only to the extent necessary to give effect to the terms of this Amendment, and the remaining terms of said Loan Documents, not otherwise inconsistent herewith, are ratified by the parties. Capitalized terms used but not otherwise defined herein have the respective meanings given to them in the Credit Agreement.
AGREEMENTConstruction Contract • May 15th, 2007 • E Energy Adams LLC • Industrial organic chemicals
THIS AGREEMENT is by and between E ENERGY ADAMS, LLC (hereinafter called OWNER) and Kelly-Hill Company (hereinafter called CONTRACTOR). OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows:
AGREEMENT BETWEEN OWNER AND HDR ENGINEERING, INC. FOR PROFESSIONAL SERVICESProfessional Services • January 27th, 2006 • E Energy Adams LLC • Industrial organic chemicals
THIS AGREEMENT is made as of this 24th day of July, 2005 , between E Energy Adams, LLC, Tomah, Wisconsin (“OWNER”) and HDR Engineering Inc., (“ENGINEER”) a Nebraska corporation, with principal offices at 8404 Indian Hills Drive, Omaha, Nebraska, 68114 for services in connection with the project known as the Adams Ethanol On-call Services Project (“PROJECT”);
EJCDC STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR ON THE BASIS OF A STIPULATED PRICEConstruction Contract • August 14th, 2006 • E Energy Adams LLC • Industrial organic chemicals
Subordinated Debt AgreementSubordinated Debt Agreement • February 14th, 2008 • E Energy Adams LLC • Industrial organic chemicals • Nebraska
THIS AGREEMENT, (“Agreement”) made and entered into on this 29 day of January, 2008, (“Effective Date”) by and between E Energy Adams, LLC, (“EEA”) a limited liability company organized in the State of Nebraska and North Star Bank, a Corporation in the State of Minnesota (“Creditor”),
STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICESStandard Form of Agreement Between Owner and Engineer for Professional Services • March 17th, 2006 • E Energy Adams LLC • Industrial organic chemicals • Nebraska
This AGREEMENT is made by and between E ENERGY ADAMS, LLC., hereinafter called OWNER, and ANTIOCH International, Inc., hereinafter called ENGINEER, for professional services not presently specified under any other agreement between OWNER and ENGINEER. ENGINEER agrees to provide OWNER with requested professional services more specifically described as follows:
Natural Gas Pipeline Company of America 747 East 22nd Street Lombard, Illinois 60148 Phone 630-691-3000 Facsimile 630-691-3630Agreement Regarding Facilities Necessary for Natural Gas Delivery • December 22nd, 2006 • E Energy Adams LLC • Industrial organic chemicals • Texas
Customer desires an interconnection between its proposed facilities and the natural gas pipeline facilities of Company. Company is willing to cooperate in the establishment of such an interconnection as set forth herein. This Agreement establishes the terms and conditions upon which the facilities necessary for the measurement and delivery of gas to Customer will be constructed at a point on Company’s system in Section 17, Township 6 North, Range 8 East in Gage County, Nebraska. Upon completion of the facilities contemplated herein, such point will be identified as the “NGPL/E Energy Adams, Gage County, NE” interconnection point.
SERVICE AGREEMENT BETWEEN ICM, INC. AND E Energy Adams, LLCService Agreement • January 27th, 2006 • E Energy Adams LLC • Industrial organic chemicals • Kansas
THIS AGREEMENT is entered into between ICM, INC. hereinafter called “Consultant”, and (E Energy Adams, LLC) hereinafter called “Client”. In consideration of the convents herein contained and upon subject to the mutual terms and conditions set forth herein, the parties hereto agree as follows:
ESCROW AGREEMENTEscrow Agreement • October 7th, 2005 • E Energy Adams LLC • Nebraska
THIS ESCROW AGREEMENT (this “Agreement”) is made this ___day of October, 2005, by and between E Energy Adams, LLC a Nebraska limited liability company (“E Energy Adams”) and Union Bank & Trust Company as escrow agent (the “Escrow Agent”).
Farm Credit Services of America PROMISSORY NOTE (INSTALLMENT LOAN) AND LOAN AGREEMENTPromissory Note and Loan Agreement • August 14th, 2006 • E Energy Adams LLC • Industrial organic chemicals
For value received, I/we, the undersigned Maker(s), jointly and severally promise to pay in U.S. dollars to Farm Credit Services of America, PCA, Lender, at its office in Omaha, Nebraska, or order, the principal sum of TWO MILLION, $2,000,000.00 (Maximum Principal Balance), plus interest on the principal remaining from time to time unpaid.
Farm Credit Services of America CREDIT AGREEMENTCredit Agreement • December 22nd, 2006 • E Energy Adams LLC • Industrial organic chemicals • Nebraska
This Credit Agreement (“Agreement”) dated as of August 25, 2006 by and between Farm Credit Services of America, FLCA and Farm Credit Services of America, PCA (“Lender”) and E Energy Adams, LLC (“Borrower”), in consideration of credit extended by Lender under the terms and conditions set forth below, the parties hereto agree as follows:
AMENDMENT NUMBER TWO To LETTER OF INTENT (“LOI”) DATED APRIL 19, 2005 By and between FAGEN, INC. And E ENERGY ADAMS, LLCLetter of Intent • October 7th, 2005 • E Energy Adams LLC
This Amendment Number Two is entered into this 5th day of October, 2005, by and between Fagen, Inc., a Minnesota Corporation (“Fagen”) and E Energy Adams, LLC, a Nebraska Limited Liability Company (“Owner).
AGREEMENT FOR PURCHASE OF POWER WITH NORRIS PUBLIC POWER DISTRICTAgreement for Purchase of Power • December 22nd, 2006 • E Energy Adams LLC • Industrial organic chemicals
THIS AGREEMENT made and entered into this 20 day of March, 2006, by and between Norris Public Power District, a public corporation and political subdivision of the State of Nebraska, hereinafter called the “District”, and
