SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF FIRST UNITED ETHANOL, LLC Dated April 5, 2006Operating Agreement • May 3rd, 2006 • First United Ethanol LLC • Industrial organic chemicals • Georgia
THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) is entered into and shall be effective as of the 5 day of April, 2006, by and among First United Ethanol, LLC, a Georgia 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.
LUMP SUM DESIGN-BUILD AGREEMENT BETWEEN FIRST UNITED ETHANOL, LLC (“OWNER”) AND FAGEN, INC. (“DESIGN-BUILDER”) November 16, 2006Lump Sum Design-Build Agreement • December 22nd, 2006 • First United Ethanol LLC • Industrial organic chemicals • Minnesota
This LUMP SUM DESIGN-BUILD CONTRACT (the “Agreement”) is made as of November 16, 2006, (the “Effective Date”) by and between First United Ethanol, LLC, a Georgia limited liability company (the “Owner”) and Fagen, Inc., a Minnesota corporation (the “Design-Builder”) (each a “Party” and collectively, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 14th, 2009 • First United Ethanol LLC • Industrial organic chemicals • Georgia
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of the 9th day of April, 2009 (“Effective Date”), by and between First United Ethanol, LLC, a Georgia limited liability company (“FUEL”) and Murray L. Campbell, a resident of the State of Georgia (“Executive”).
LOAN AGREEMENT Between MITCHELL COUNTY DEVELOPMENT AUTHORITY and FIRST UNITED ETHANOL, LLC VARIABLE RATE DEMAND TAXABLE ECONOMIC DEVELOPMENT REVENUE BONDS (FIRST UNITED ETHANOL, LLC PROJECT), SERIES 2006 Dated as of October 1, 2006Loan Agreement • December 22nd, 2006 • First United Ethanol LLC • Industrial organic chemicals • Georgia
THIS LOAN AGREEMENT made and entered into as of the 1st day of October, 2006, between the MITCHELL COUNTY DEVELOPMENT AUTHORITY, a public body corporate and politic and an instrumentality of Mitchell County, Georgia, created under the Constitution and laws of the State of Georgia (hereinafter called the “Issuer”), and FIRST UNITED ETHANOL, LLC, a Georgia limited liability company (hereinafter called the “Borrower”),
AMENDED AND RESTATED OPERATING AGREEMENT OF FIRST UNITED ETHANOL, LLC Dated December 14, 2005Operating Agreement • December 23rd, 2005 • First United Ethanol LLC • Georgia
THIS AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) is entered into and shall be effective as of the 14 day of December, 2005, by and among First United Ethanol, LLC, a Georgia 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.
SUBSCRIPTION AGREEMENTSubscription Agreement • May 3rd, 2006 • First United Ethanol LLC • Industrial organic chemicals
The undersigned subscriber, desiring to become a member of First United Ethanol, LLC (“FUEL”), a Georgia limited liability company, with its principal place of business 2 West Broad Street, Camilla, Georgia 31730 hereby subscribes for the purchase of the membership interests of FUEL, and agrees to pay the related purchase price, identified below.
FIRST UNITED ETHANOL, LLC. NON-QUALIFIED MEMBERSHIP UNIT OPTION AGREEMENTNon-Qualified Membership Unit Option Agreement • December 28th, 2007 • First United Ethanol LLC • Industrial organic chemicals • Georgia
MEMBERSHIP UNIT OPTION for a total of Membership Units, representing one percent (1%) of the outstanding Membership Units, measured as of the close of the federally registered offering of Membership Units on Form SB-2, of First United Ethanol, LLC (the “Company”) is by this Membership Unit Option Agreement and Grant Notice (the “Agreement”) hereby granted to Anthony Flagg (the “Optionee”) subject in all respects to the terms and provisions of the First United Ethanol, LLC Membership Unit Option Plan (the “Plan”), dated April 11, 2007, which has been adopted by the Company and is incorporated herein by reference.
FIRST UNITED ETHANOL, LLC. NON-QUALIFIED MEMBERSHIP UNIT OPTION AGREEMENTNon-Qualified Membership Unit Option Agreement • April 14th, 2009 • First United Ethanol LLC • Industrial organic chemicals • Georgia
MEMBERSHIP UNIT OPTION for a total of 383 Membership Units, representing one-half of one percent (1/2 of 1%) of the outstanding Membership Units, measured as of the close of the federally registered offering of Membership Units on Form SB-2, of First United Ethanol, LLC (the “Company”) is by this Membership Unit Option Agreement and Grant Notice (the “Agreement”) hereby granted to Murray L. Campbell (the “Optionee”) subject in all respects to the terms and provisions of the First United Ethanol, LLC Membership Unit Option Plan (the “Plan”), dated April 11, 2007, which has been adopted by the Company and is incorporated herein by reference.
CONFIRMATION AGREEMENT Dated as of November 1, 2006 by and between SOUTHWEST GEORGIA FARM CREDIT, ACA and WACHOVIA BANK, NATIONAL ASSOCIATION relating to IRREVOCABLE CONFIRMATION OF LETTER OF CREDITConfirmation Agreement • December 22nd, 2006 • First United Ethanol LLC • Industrial organic chemicals • North Carolina
THIS CONFIRMATION AGREEMENT (the “Agreement”), dated as of November 1, 2006, is by and between WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (the “Confirming Bank”), and SOUTHWEST GEORGIA FARM CREDIT, ACA, a federally chartered instrumentality organized and existing under the laws of the United States of America (the “LOC Bank”).
TRUST INDENTURETrust Indenture • December 22nd, 2006 • First United Ethanol LLC • Industrial organic chemicals
Natural Gas Facilities AgreementNatural Gas Facilities Agreement • January 31st, 2007 • First United Ethanol LLC • Industrial organic chemicals • Georgia
THIS AGREEMENT, made this 23 day of January, 2007, by and between the CITY OF CAMILLA, a municipal corporation of the State of Georgia located in Mitchell County, Georgia, herein referred to as “City”, and FIRST UNITED ETHANOL, LLC, a Georgia limited liability company, herein referred to as “FUEL”.
LOAN AGREEMENT between MITCHELL COUNTY DEVELOPMENT AUTHORITY and FIRST UNITED ETHANOL, LLC Dated as of November 1, 2006Loan Agreement • December 22nd, 2006 • First United Ethanol LLC • Industrial organic chemicals
LETTER OF INTENTLetter of Intent • December 23rd, 2005 • First United Ethanol LLC
WHEREAS, Owner is an entity organized to facilitate the development and building of a locally-owned 100 MGY gas-fired fuel ethanol plant near Camilla, Georgia (the “Facility” or “Project”); and
Natural Gas Supply and Capacity AgreementNatural Gas Supply and Capacity Agreement • January 31st, 2007 • First United Ethanol LLC • Industrial organic chemicals • Georgia
THIS AGREEMENT, effective as of the 23 th day of January, 2007, by and between First United Ethanol, LLC (hereinafter referred to as “FUEL”) and City of Camilla, a municipal corporation of the State of Georgia:
ContractConstruction Contract • September 18th, 2007 • First United Ethanol LLC • Industrial organic chemicals
This Agreement, made this day of , 2007, by and between First United Ethanol, LLC, herein called “Owner”, acting herein through its Chief Executive Officer (CEO), and Railworks Track Systems, Inc. (a corporation) (a partnership) (an individual doing business as )
CONTRACTConstruction Contract • August 14th, 2007 • First United Ethanol LLC • Industrial organic chemicals
THIS AGREEMENT, is dated as of 31st day of May, in year 2007, by and between First United Ethanol, LLC (hereinafter called OWNER) and Southern Concrete Construction Co., Inc. (hereinafter called CONTRACTOR).
BOND PURCHASE AGREEMENT Among MITCHELL COUNTY DEVELOPMENT AUTHORITY FIRST UNITED ETHANOL, LLC and W.R. TAYLOR & COMPANY, LLC RELATING TO $53,500,000 Mitchell County Development Authority Variable Rate Demand Taxable Economic Development Revenue Bonds...Bond Purchase Agreement • December 22nd, 2006 • First United Ethanol LLC • Industrial organic chemicals • Georgia
FOURTH AMENDMENT TO ACCOUNTS AGREEMENTAccounts Agreement • August 16th, 2010 • First United Ethanol LLC • Industrial organic chemicals • New York
GRAIN BROKERAGE AGREEMENTGrain Brokerage Agreement • November 13th, 2006 • First United Ethanol LLC • Industrial organic chemicals • Georgia
This Grain Brokerage Agreement (“Agreement”) is made and entered into as of this 3 day of November, 2006, by and between FIRST UNITED ETHANOL, LLC, a Georgia limited liability company (“FUEL”), and PALMETTO GRAIN BROKERAGE, LLC, a South Carolina limited liability corporation (“Palmetto”) (each a “Party”, and collectively the “Parties”).
CONTRACT FOR ELECTRIC SERVICEContract for Electric Service • May 7th, 2007 • First United Ethanol LLC • Industrial organic chemicals • Georgia
THIS CONTRACT for electric service is entered into this 27th day of April, 2007, (“Effective Date”) between Georgia Power Company (“Company”) and First United Ethanol, LLC (“Customer”).
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • December 23rd, 2005 • First United Ethanol LLC
THIS MEMORANDUM OF UNDERSTANDING (“MOU”) is made and entered into this 14 day of March, 2005, between MITCHELL COUNTY RESEARCH GROUP, LLC (“Company”), a Georgia limited liability company having principal offices at 76 E. Broad Street ; and THOMPSON, HOFFMAN & COMPANY (“Consultant”), a Georgia corporation with principal offices at 2070 Buford Highway, Suite 1E, Buford, Georgia, 30518.
ESCROW AGREEMENTEscrow Agreement • May 3rd, 2006 • First United Ethanol LLC • Industrial organic chemicals • Georgia
THIS ESCROW AGREEMENT (this “Agreement”) made and entered into this 1st day of May, 2006, by and among AMERIS, a federally-insured deposit organization located at 225 S. Main Street, Moultrie, Georgia 31768 (hereinafter referred to as “Escrow Agent”) and First United Ethanol, LLC, a Georgia limited liability company (hereinafter referred to as “Escrowor”).
REIMBURSEMENT AGREEMENT between FIRST UNITED ETHANOL, LLC and SOUTHWEST GEORGIA FARM CREDIT, ACA Dated as of November 30, 2006 $53,500,000 Mitchell County Development Authority, Variable Rate Demand Taxable Economic Development Revenue Bonds Series...Reimbursement Agreement • December 22nd, 2006 • First United Ethanol LLC • Industrial organic chemicals • Georgia
THIS REIMBURSEMENT AGREEMENT is made as of the 30th day of November, 2006, by and between First United Ethanol, LLC, a Georgia limited liability company with its principal place of business at 2 West Broad Street, Camilla, Georgia 31730, (“Borrower") and Southwest Georgia Farm Credit, ACA, with offices at 411 West Broughton Street, Bainbridge, Georgia 39818 (the “Credit Provider").
CONSULTING AGREEMENTConsulting Agreement • December 23rd, 2005 • First United Ethanol LLC • Georgia
This Consulting Agreement (the “Agreement") is made this 19 day of August , 2005 (the “Effective Date”), by and between BioEnergy Capital Consultants, LLC, a South Dakota limited liability company, with an address of 44095 212th Street, Lake Preston, South Dakota 57249 (“BioEnergy”), and Mitchell County Research Group, LLC, a Georgia limited liability company, with an address of P.O. Box 107, Camilla, Mitchell County, Georgia 31730 (“Client”).
TAX REGULATORY AGREEMENT AMONG MITCHELL COUNTY DEVELOPMENT AUTHORITY FIRST UNITED ETHANOL, LLC AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee $29,000,000 VARIABLE RATE DEMAND SOLID WASTE DISPOSAL REVENUE BONDS (FIRST UNITED ETHANOL, LLC...Tax Regulatory Agreement • December 22nd, 2006 • First United Ethanol LLC • Industrial organic chemicals • Georgia
This Tax Regulatory Agreement, dated November 30, 2006 (this “Agreement”), by and between FIRST UNITED ETHANOL, LLC, a Georgia limited liability company (the “Borrower”) and the MITCHELL COUNTY DEVELOPMENT AUTHORITY (the “Issuer”), a nonprofit economic development authority existing under the Constitution and laws of the State of Georgia, and Wells Fargo Bank, National Association (the “Trustee”), a national banking association, is being executed and delivered in connection with the issuance by the Issuer of $29,000,000 Mitchell County Development Authority Variable Rate Demand Solid Waste Disposal Revenue Bonds (First United Ethanol, LLC Project), Series 2006 (the “Bonds”). The Bonds are being issued pursuant to the Trust Indenture dated as of October 1, 2006 (the “Indenture”) between the Issuer and the Trustee with respect to the Bonds. The Bonds are being offered for sale to the public by W.R. Taylor & Company, LLC (the “Underwriter”) in the amount of $29,000,000 (representing 100%
SECURITY AGREEMENTSecurity Agreement • December 22nd, 2006 • First United Ethanol LLC • Industrial organic chemicals
FOR VALUE RECEIVED, the undersigned MITCHELL COUNTY DEVELOPMENT AUTHORITY, a public body corporate and politic created and existing under the laws of the State of Georgia (the “Issuer”), and First United Ethanol, LLC, a Georgia limited liability company (the “Borrower”), hereby convey to REGIONS BANK, a banking corporation with a corporate trust office in Atlanta, Georgia (the “Secured Party”) and hereby grant to the Secured Party security title to and a security interest in, the following property: All of that property described in Granting Clauses I, II, III, V and VI in that certain Trust Indenture, dated as of November 1, 2006 (the “Indenture”), between the Issuer and the Secured Party pursuant to which that certain $10,000,000 Mitchell County Development Authority Revenue Bond (First United Ethanol, LLC Project), Series 2006 (the “Bonds”) was issued (hereinafter collectively referred to as the “First Lien Collateral”).
PLEDGE AND SECURITY AGREEMENT among FIRST UNITED ETHANOL, LLC, as Pledgor SOUTHWEST GEORGIA ETHANOL, LLC, as Company and WESTLB AG, NEW YORK BRANCH, as Collateral Agent Dated as of February 4, 2011Pledge and Security Agreement • February 18th, 2011 • First United Ethanol LLC • Industrial organic chemicals • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of February 4, 2011 (this “Agreement”), is entered into by and among FIRST UNITED ETHANOL, LLC, a limited liability company organized and existing under the laws of the State of Georgia (the “Pledgor”), SOUTHWEST GEORGIA ETHANOL, LLC, a limited liability company organized and existing under the laws of State of Georgia and a debtor-in-possession under Chapter 11 of the Bankruptcy Code (as defined below) (the “Company”), and WESTLB AG, NEW YORK BRANCH, in its capacity as collateral agent (together with its successors in such capacity, the “Collateral Agent”) for the Senior Secured Parties.
PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT BETWEEN FIRST UNITED ETHANOL LLC AND FAGEN ENGINEERING, LLC January 10, 2006Engineering Services Agreement • March 13th, 2006 • First United Ethanol LLC • Industrial organic chemicals • Minnesota
THIS PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT (the “Agreement”) is made as of January 10, 2006, (the “Effective Date”) by and between First United Ethanol, LLC, a Georgia 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.”
TERMINATION OF EMPLOYMENT AGREEMENTTermination of Employment Agreement • January 31st, 2008 • First United Ethanol LLC • Industrial organic chemicals • Georgia
THIS TERMINATION OF EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this the 22nd day of January, 2008, by and among, Anthony Flagg, an individual resident of the state of Georgia (“Employee”), and First United Ethanol, LLC, a limited liability company under the laws of Georgia (“Employer”).
PLEDGE AND SECURITY AGREEMENT among FIRST UNITED ETHANOL, LLC, as Pledgor SOUTHWEST GEORGIA ETHANOL, LLC, as Company and WESTLB AG, NEW YORK BRANCH, as Collateral Agent Dated as of November 20, 2007Pledge and Security Agreement • December 28th, 2007 • First United Ethanol LLC • Industrial organic chemicals • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of November 20, 2007 (this “Agreement”), is entered into by and among FIRST UNITED ETHANOL, LLC, a limited liability company organized and existing under the laws of the State of Georgia (the “Pledgor”), SOUTHWEST GEORGIA ETHANOL, LLC, a limited liability company organized and existing under the laws of State of Georgia (the “Company”), and WESTLB AG, NEW YORK BRANCH, in its capacity as collateral agent (together with its successors in such capacity, the “Collateral Agent”) for the Senior Secured Parties.
DEBTOR-IN-POSSESSION ACCOUNTS AGREEMENT dated as of February 4, 2011 among SOUTHWEST GEORGIA ETHANOL, LLC, as the Borrower, AMARILLO NATIONAL BANK, as the Accounts Bank and the Securities Intermediary, WESTLB AG, NEW YORK BRANCH, as the Collateral...Debtor-in-Possession Accounts Agreement • February 18th, 2011 • First United Ethanol LLC • Industrial organic chemicals • New York
THIS DEBTOR-IN-POSSESSION ACCOUNTS AGREEMENT, dated as of February 4, 2011 (this “Accounts Agreement”), is entered into by and among SOUTHWEST GEORGIA ETHANOL, LLC, a Georgia limited liability company and a debtor-in-possession under Chapter 11 of the Bankruptcy Code (as defined below) (the “Borrower”), AMARILLO NATIONAL BANK, in its capacity as accounts bank (together with its successors and assigns in such capacity, the “Accounts Bank”) and in its capacity as securities intermediary (together with its successors and assigns in such capacity, the “Securities Intermediary”), WESTLB AG, NEW YORK BRANCH, in its capacity as collateral agent for the Senior Secured Parties (as defined below) (together with its successors and assigns in such capacity, the “Collateral Agent”), WESTLB AG, NEW YORK BRANCH, in its capacity as collateral agent for the Pre-Petition Senior Secured Parties (as defined below) (together with its successors and assigns in such capacity, the “Pre-Petition Collateral Age
ETHANOL MARKETING CONTRACTEthanol Marketing Contract • February 14th, 2007 • First United Ethanol LLC • Industrial organic chemicals • Georgia
THIS AGREEMENT is entered into by and among Eco-Energy, Inc. (hereinafter “ECO”) a Tennessee Corporation with its main office located at 730 Cool Springs Blvd, Suite 130, Franklin, Tennessee 37067, and FIRST UNITED ETHANOL, LLC at 2 West Broad Street, Camilla, GA 31730.
SIXTH AMENDMENT TO SENIOR CREDIT AGREEMENTSenior Credit Agreement • August 16th, 2010 • First United Ethanol LLC • Industrial organic chemicals • New York
This SIXTH AMENDMENT TO SENIOR CREDIT AGREEMENT, dated as of June 7, 2010 (this “Amendment”), is entered into by and among SOUTHWEST GEORGIA ETHANOL, LLC, a Georgia limited liability company (the “Borrower”), each of the Lenders party hereto and WESTLB AG, NEW YQRK BRANCH, as Administrative Agent for the Lenders.
BOND PURCHASE AGREEMENT Among MITCHELL COUNTY DEVELOPMENT AUTHORITY FIRST UNITED ETHANOL, LLC and W.R. TAYLOR & COMPANY, LLC RELATING TO $29,000,000 Mitchell County Development Authority Variable Rate Demand Solid Waste Disposal Revenue Bonds (First...Bond Purchase Agreement • December 22nd, 2006 • First United Ethanol LLC • Industrial organic chemicals • Georgia
REMARKETING AGREEMENT by and between FIRST UNITED ETHANOL, LLC and Dated as of October 1, 2006Remarketing Agreement • December 22nd, 2006 • First United Ethanol LLC • Industrial organic chemicals • Georgia
This REMARKETING AGREEMENT, dated as of October 1, 2006 (the “Remarketing Agreement”), is by and between First United Ethanol, LLC (the “Borrower”) and W.R. Taylor & Company, LLC (“Taylor”), as the remarketing agent (the “Remarketing Agent”), and is entered into in connection with $29,000,000 Mitchell County Development Authority Variable Rate Demand Solid Waste Disposal Revenue Bonds (First United Ethanol, LLC Project), Series 2006 (the “Bonds”), issued by the Mitchell County Development Authority (the “Issuer”) for the benefit of the Borrower.
