AMENDED AND RESTATED OPERATING AGREEMENT OF AMAIZING ENERGY HOLDING COMPANY, LLC Dated: Effective January 11, 2008Operating Agreement • February 12th, 2008 • Amaizing Energy Holding Company, LLC • Industrial organic chemicals • Iowa
THIS AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) is entered into effective as of the 11th day of January, 2008 (the “Effective Date”), by and among Amaizing Energy Holding Company, LLC, an Iowa limited liability company (the “Company”), each of the Persons identified as Members on attached Exhibit “A,” and any other Persons that may from time-to-time be subsequently admitted as Members of the Company in accordance with the terms of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1.10.
AMAIZING ENERGY HOLDING COMPANY, LLC SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $ ___per Unit Minimum Investment of Units ($25,000) Increments of Units Thereafter ($5,000)Subscription Agreement • February 12th, 2008 • Amaizing Energy Holding Company, LLC • Industrial organic chemicals
The undersigned subscriber (sometimes referred to as “you” or the “Subscriber”), desiring to become a member of Amaizing Energy Holding Company, LLC, an Iowa limited liability company, with its principal place of business at 2404 West Highway 30, Denison, Iowa (the “Company”), hereby subscribes for the purchase of membership units (“Units”) of the Company, and agrees to pay the related purchase price, identified below.
ESCROW AGREEMENTEscrow Agreement • February 12th, 2008 • Amaizing Energy Holding Company, LLC • Industrial organic chemicals • Iowa
THIS ESCROW AGREEMENT PART I (this “Agreement” or “Escrow Agreement Part I”) is made this day of , 2008, by and between Amaizing Energy Holding Company, LLC, an Iowa limited liability company (the “Company”), Smith Hayes Financial Services Corporation, a Nebraska corporation and registered broker dealer (“SHFSC”), and Bank Iowa and The Security National Bank of Sioux City, Iowa, together serving as the escrow agent (the “Escrow Agent”).
ESCROW AGREEMENTEscrow Agreement • May 10th, 2007 • Amaizing Energy Holding Company, LLC • Iowa
THIS ESCROW AGREEMENT (this “Agreement”) is made this ___ day of , 2007, by and between Amaizing Energy Holding Company, LLC, an Iowa limited liability company (the “Company”), and , , as escrow agent (the “Escrow Agent”).
CHICAGO, CENTRAL AND PACIFIC RAILROAD COMPANY INDUSTRY TRACK AGREEMENT CCP 10646 Dated this 19th day of October 2006 between CHICAGO, CENTRAL AND PACIFIC RAILROAD COMPANY – and – AMAZING ENERGY, LLC Lorraine McRae Contract Administrator Business...Industry Track Agreement • May 10th, 2007 • Amaizing Energy Holding Company, LLC
THIS AGREEMENT entered into as of this 19th day of October 2006 by and between Chicago, Central and Pacific Railroad Company, hereinafter called (“RAILROAD”), whose post office address is 17641 South Ashland Avenue, Homewood, Illinois 60430 and Amazing Energy, LLC hereinafter called (“INDUSTRY”), whose post office address is 2404 Hwy. 30 W., Denison, IA 51442.
OPERATING AGREEMENT OF AMAIZING ENERGY HOLDING COMPANY, LLC Dated: Effective January 23, 2007Operating Agreement • May 10th, 2007 • Amaizing Energy Holding Company, LLC • Iowa
THIS OPERATING AGREEMENT (the “Agreement”) is entered into effective as of the 23rd day of January, 2007 (the “Effective Date”), by and among Amaizing Energy Holding Company, LLC, an Iowa limited liability company (the “Company”), each of the Persons identified as Members on attached Exhibit “A,” and any other Persons that may from time-to-time be subsequently admitted as Members of the Company in accordance with the terms of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1.10.
ETHANOL SALES AND MARKETING AGREEMENTEthanol Sales and Marketing Agreement • May 10th, 2007 • Amaizing Energy Holding Company, LLC • Minnesota
THIS ETHANOL SALES AND MARKETING AGREEMENT (this “Agreement”) is made effective as of December 8, 2006 (the “Effective Date”) by and between Provista Renewable Fuels Marketing, LLC, with offices at 5500 Cenex Drive, Inver Grove Heights, MN 55077 (“Provista”), and Amaizing Energy Denison, LLC, with offices at 2404 Highway 30 West, Denison, IA 51442 (“Customer”). Any reference herein to a “Party” shall refer to Provista or Customer individually, and any reference herein to “Parties” shall refer to both Provista and Customer.
PROFESSIONAL SERVICES AGREEMENT NORTHWEST WATER AND SEWER EXTENSION, 2007 ATLANTIC, IOWAProfessional Services Agreement • May 10th, 2007 • Amaizing Energy Holding Company, LLC
April 17, 2007 Sam Cogdill Amaizing Energy Atlantic, LLC 2404 West Highway 30 Denison, Iowa 51442 Re: Novation of CassCo Amaizing Energy, LLLP Letter of Intent Dear Sam:Letter Agreement • May 10th, 2007 • Amaizing Energy Holding Company, LLC
This letter (the “Letter Agreement”), when signed by you in the space set forth below, will confirm the agreement between Amaizing Energy Atlantic, LLC (“Atlantic LLC”), as successor by assignment and merger to CassCo Amaizing Energy, LLLP (“CassCo LLLP”), and Fagen, Inc. (“Fagen”) (sometimes collectively referred to as the “Parties”) with respect to the matters set forth herein relative to the replacement of that certain Letter of Intent between Fagen and CassCo LLLP dated July 25, 2006.
AGREEMENT FOR ELECTRIC SERVICEAgreement for Electric Service • May 10th, 2007 • Amaizing Energy Holding Company, LLC • Iowa
THIS AGREEMENT is entered into and effective this 29th day of October, 2004, by and between Harrison County Rural Electric Cooperative (“Seller”), 61-65 Fourth Street, P.O. Box 2, Woodbine, Iowa, a cooperative corporation, organized and existing under the laws of the State of Iowa, and Amaizing Energy, LLC (“Customer”), 2941 Lincoln Way, P.O. Box 309, Denison, Iowa, a corporation organized and existing under the laws of the State of Iowa, as operator of the Amaizing Energy Cooperative Ethanol Production Plant.
CONTRACT AGREEMENTContract Agreement • May 10th, 2007 • Amaizing Energy Holding Company, LLC • Iowa
THIS AGREEMENT, made this 5th day of April , 2007 by and between Amaizing Energy Atlantic, LLC of Atlantic, Iowa herein after called the, Owner and Peterson Contractors, Inc. of Reinbeck , Iowa hereinafter called the Contractor.
Northern Natural Gas Company P.O. Box 3330 Omaha, NE 68103-0330 402-398-7200Letter Agreement • May 10th, 2007 • Amaizing Energy Holding Company, LLC • Nebraska
This letter agreement (“Agreement”) is entered into as of October ___, 2006. Pursuant to the request of CassCo Amaizing Energy, LLC (“CassCo”), with respect to the above-referenced Atlantic Line Relocation (“Line Relocation”), Northern Natural Gas Company (“Northern”) shall relocate its existing Atlantic Branchlines (IAB62801 and IAB62802) to new right-of-way to avoid ethanol plant construction. This Agreement is subject to the following terms and Conditions:
AMENDMENT TO THE MASTER LOAN AGREEMENTThe Master Loan Agreement • August 10th, 2007 • Amaizing Energy Holding Company, LLC • Industrial organic chemicals
THIS AMENDMENT is entered into as of June 11, 2007, between CoBANK, ACB (“CoBank”) and AMAIZING ENERGY DENISON, LLC (formerly known as Amaizing Energy, L.L.C.), Denison, Iowa (the “Company”).
ASSIGNMENT and PLEDGE AGREEMENT (Electric Service Agreement)Assignment and Pledge Agreement • May 10th, 2007 • Amaizing Energy Holding Company, LLC
Amaizing Energy, LLC (“Assignor”), an Iowa limited liability company, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants, pledges, and assigns to CoBank, ACB (“Assignee”), all of Assignor’s right, title and interest in and to:
MULTIPLE ADVANCE TERM LOAN SUPPLEMENTAmaizing Energy Holding Company, LLC • August 10th, 2007 • Industrial organic chemicals
THIS SUPPLEMENT to the Master Loan Agreement dated October 13, 2004 (the “MLA”), is entered into as of June 11, 2007, between CoBANK, ACB (“CoBank”) and AMAIZING ENERGY DENISON, LLC (formerly known as Amaizing Energy, L.L.C.), Denison, Iowa (the “Company”), and amends and restates the Supplement dated October 13, 2004, and numbered RI0178T01.
AGREEMENT FOR SERVICESAgreement for Services • May 10th, 2007 • Amaizing Energy Holding Company, LLC • Kansas
THIS AGREEMENT FOR SERVICES (this “Agreement”) is made and entered into as of the 9th day of August, 2005, by and among Amaizing Energy, LLC, having its principal office at 2404 Hwy 30 W, Denison IA 51442 (“Customer”), and ICM, Inc. having its principal office at 310 N 1st Street, Colwich KS, 67030 (“ICM”).
PROJECT DEVELOPMENT AGREEMENTProject Development Agreement • August 10th, 2007 • Amaizing Energy Holding Company, LLC • Industrial organic chemicals • Iowa
This Project Development Agreement (the “Agreement”) is made and entered into the 31 day of May, 2007 (the “Effective Date”), by and between AMAIZING ENERGY HOLDING COMPANY, LLC (“Amaizing”), an Iowa limited liability company, and TH PARTNERS, LLC, a Minnesota limited liability company (“Consultant”).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • May 10th, 2007 • Amaizing Energy Holding Company, LLC • Iowa
This Independent Contractor Consulting Agreement is made the 1st day of May, 2006, between Ken Argo of 4507 Meadow Lane, Sioux City, Iowa (“Contractor”) and Amaizing Energy, LLC of Denison, Iowa (“Principal”).
DISTILLER’S GRAINS MARKETING AGREEMENTDistiller’s Grains Marketing Agreement • May 10th, 2007 • Amaizing Energy Holding Company, LLC • Kansas
THIS DISTILLER’S GRAINS AGREEMENT (this “Agreement”), made and entered into this 9th day of August, 2004, by and among Amaizing Energy, LLC, an Iowa limited liability company (“AE”), and United Bio Energy Ingredients, LLC, a Kansas limited liability company (“UBE”).
LETTER AGREEMENT CONFIDENTIAL August 8, 2006Letter Agreement • May 10th, 2007 • Amaizing Energy Holding Company, LLC • Iowa
This binding amended and restated letter agreement supersedes, amends and restates the previously executed letter agreement between the parties described herein, dated August 1, 2006, and sets forth and prescribes the general terms of our agreement relating to the purchase by Amaizing Energy, LLC (“Amaizing Energy”) of the entire interest of NEK-SEN Energy, LLC (“NEK-SEN”) in and to that certain letter of intent between NEK-SEN and Fagen, Inc. of Granite Falls, Minnesota, dated May 5, 2006, including the acquisition by and assignment to Amaizing Energy of the related February 2007 ethanol plant building time slot (the “Fagen LOI”). Upon acceptance of this letter agreement by NEK-SEN, the parties will each use their best efforts to complete the sale and assignment on or before August 25, 2006.
AMAIZING ENERGY HOLDING COMPANY, LLC Units Placement Agency AgreementAmaizing Energy Holding Company, LLC • February 12th, 2008 • Industrial organic chemicals • Illinois
AQUILA, INC. d/b/a AQUILA NETWORKS LARGE VOLUME TRANSPORTATION SERVICE AGREEMENT (Iowa)Amaizing Energy Holding Company, LLC • May 10th, 2007
This Agreement is entered into effective the 6th day of October 2004, by and between Aquila, Inc., d/b/a Aquila Networks (“Company”) and Amaizing Energy Corporation, L.L.C. (“Customer”), whose service address is Hwy 30, Denison, Iowa 51442.
ESCROW AGREEMENTEscrow Agreement • October 29th, 2007 • Amaizing Energy Holding Company, LLC • Industrial organic chemicals • Iowa
THIS ESCROW AGREEMENT PART II (this “Agreement” or “Escrow Agreement Part II”) is made this ___day of , 2007, by and between Amaizing Energy Holding Company, LLC, an Iowa limited liability company (the “Company”), and Smith Hayes Financial Services Corporation, a Nebraska corporation and registered broker dealer (SHFSC), and Bank Iowa and The Security National Bank of Sioux City, Iowa, as escrow agent (the “Escrow Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 29th, 2007 • Amaizing Energy Holding Company, LLC • Industrial organic chemicals • Iowa
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of the 3rd day of October , 2007 (“Effective Date”), by and between the Amaizing Energy Holding Company, an Iowa limited liability company (the “Holding Company”) and Connie Jensen, a resident of the State of Iowa (the “Chief Financial Officer” or the “CFO”).
February 21, 2007 Mr. Al Jentz Amaizing Energy 2404 Hwy 30 W Denison, IA 51442 Dear Mr. Jentz:Amaizing Energy Holding Company, LLC • May 10th, 2007
This document serves as the service agreement between US Water Services and Amaizing Energy for the 100 MMgy ethanol plant to be located in Atlantic, IA. Signing the service agreement shows the customers intent to utilize US Water Services as the water treatment supplier. Signing the LOI will allow US Water Service to commit to the necessary resources and equipment.
May 9, 2007 Sam Cogdill Amaizing Energy Holding Company, LLC 2404 West Highway 30 Denison, Iowa 51442 Re: NEK-SEN Energy, LLC Letter of Intent Dear Sam:Letter Agreement • May 10th, 2007 • Amaizing Energy Holding Company, LLC
This letter (the “Letter Agreement”), when signed by you in the space set forth below, will confirm the agreement between Amaizing Energy Holding Company, LLC (“AEHC”), and Fagen, Inc. (“Fagen”) (sometimes collectively referred to as the “Parties”) with respect to the matters set forth herein relative to the amendment of that certain Letter of Intent between Fagen and NEK-SEN Energy, LLC (“NEK-SEN”) dated May 5, 2006, which was assigned to Amaizing Energy, LLC with Fagen’s consent on August 23, 2006.
SINGLE ADVANCE TERM LOAN SUPPLEMENTAmaizing Energy Holding Company, LLC • August 10th, 2007 • Industrial organic chemicals
THIS SUPPLEMENT to the Master Loan Agreement dated October 13, 2004 (the “MLA”), is entered into as of June 11, 2007, between CoBANK, ACB (“CoBank”) and AMAIZING ENERGY DENISON, LLC, Denison, Iowa (the “Company”).
NON-REVOLVING CREDIT SUPPLEMENT LETTER OF CREDITAmaizing Energy Holding Company, LLC • August 10th, 2007 • Industrial organic chemicals
THIS SUPPLEMENT to the Master Loan Agreement dated October 13, 2004 (the “MLA”), is entered into as of June 11, 2007, between CoBANK, ACB (“CoBank”) and AMAIZING ENERGY DENISON, LLC, Denison, Iowa (the “Company”).
AMAIZING ENERGY HOLDING COMPANY, LLC SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $__per Unit Minimum Investment of ___Units ($25,000) Increments of ___Units Thereafter ($5,000)Subscription Agreement • May 10th, 2007 • Amaizing Energy Holding Company, LLC
The undersigned subscriber (sometimes referred to as “you” or the “Subscriber”), desiring to become a member of Amaizing Energy Holding Company, LLC, an Iowa limited liability company, with its principal place of business at 2404 West Highway 30, Denison, Iowa (the “Company”), hereby subscribes for the purchase of membership units (“Units”) of the Company, and agrees to pay the related purchase price, identified below.
ASSIGNMENT and PLEDGE AGREEMENT (Through Put Service Agreement)Assignment and Pledge Agreement • May 10th, 2007 • Amaizing Energy Holding Company, LLC
Amaizing Energy, LLC (“Assignor”), an Iowa limited liability company, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants, pledges, and assigns to CoBank, ACB (“Assignee”), all of Assignor’s right, title and interest in and to:
AGREEMENTAgreement • May 10th, 2007 • Amaizing Energy Holding Company, LLC
THIS AGREEMENT is by and between Amaizing Energy Atlantic LLC (hereinafter called OWNER) and JB Holland Construction, Inc. (hereinafter called CONTRACTOR).
EMPLOYMENT AGREEMENTEmployment Agreement • October 29th, 2007 • Amaizing Energy Holding Company, LLC • Industrial organic chemicals • Iowa
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of the 3 day of October , 2007 (“Effective Date”), by and between the Amaizing Energy Holding Company, an Iowa limited liability company (the “Holding Company”) and Al Jentz, a resident of the State of Iowa ( “the President”).
ASSIGNMENT and PLEDGE AGREEMENT (Large Volume Transportation Service Agreement)Assignment and Pledge Agreement • May 10th, 2007 • Amaizing Energy Holding Company, LLC
Amaizing Energy, LLC (“Assignor”), an Iowa limited liability company, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants, pledges, and assigns to CoBank, ACB (“Assignee”), all of Assignor’s right, title and interest in and to:
VOLKMANNAmaizing Energy Holding Company, LLC • May 10th, 2007
Owner Cassco Amaizing Energy LLC, 1201 E. 7s’ Street, Atlantic, IA 50022 Design-Build Contractor: Volkmann Railroad Builders, Inc (VRB) Date: September 29, 2006
REVOLVING TERM LOAN SUPPLEMENTAmaizing Energy Holding Company, LLC • August 10th, 2007 • Industrial organic chemicals
THIS SUPPLEMENT to the Master Loan Agreement dated October 13, 2004 (the “MLA”), is entered into as of June 11, 2007, between CoBANK, ACB (“CoBank”) and AMAIZING ENERGY DENISON, LLC (formerly known as Amaizing Energy, L.L.C,), Denison, Iowa (the “Company”), and amends and restates the Supplement dated October 13, 2004, and numbered RIO 178T02.
