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:
EXHIBIT 10.27
XXXXX, INC. Civil — Mechanical — Electrical Contractors |
000 Xxxx Xxx, 000, P.O. Box 159 Granite Falls, MN 56241 000-000-0000 000-000-0000 fax |
May 9, 2007
Re: NEK-SEN Energy, LLC Letter of Intent
Dear Xxx:
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
Xxxxx, Inc. (“Xxxxx”) (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 Xxxxx and NEK-SEN Energy, LLC (“NEK-SEN”) dated May 5, 2006, which was assigned to
Amaizing Energy, LLC with Xxxxx’x consent on August 23, 2006.
RECITALS
A. Whereas, Xxxxx and XXX-XXX have entered into and executed that certain Letter of Intent
dated May 5, 2006 (the “Letter of Intent”) with respect to the construction of a fifty (50)
million gallon per year (“MGY”) dry grind ethanol production facility; and
B. Whereas, the Letter of Intent identified NEK-SEN as Owner of the Plant and as counterparty
to the Letter of Intent between Xxxxx and Owner; and
C. Whereas, pursuant to an August 8, 2006 agreement between Amaizing Energy, LLC and NEK-SEN,
NEK-SEN granted, transferred and conveyed all of its rights and interest in the Letter of Intent to
Amaizing Energy, LLC and on August 23, 2006 Xxxxx consented to such assignment of the Letter of
Intent.
D. Whereas, on January 31, 2007 Amaizing Energy, LLC was merged with and into Amaizing Energy
Xxxxxxx, LLC (“Denison LLC”), a wholly owned subsidiary of AEHC, both of which are Iowa Limited
Liability Companies formed on December 26, 2006.
F. Whereas, AEHC has requested that the Letter of Intent be amended as provided herein.
Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
1. | the Letter of Intent shall be amended to provide for the development of a one hundred (100) MGY natural gas-fired dry grind ethanol production facility near Atlantic, Iowa; | ||
2. | the Contract Price contained in Section 2 of the Letter of Intent shall be $119,698,365 and the Construction Cost Index referenced in the Letter of Intent shall be 7,699.59 (June 2006); | ||
3. | if a valid Notice to Proceed is not received by Xxxxx on or before February 28, 2008, then Xxxxx may terminate the Letter of Intent and shall be entitled to collect and retain any and all payments owed by or previously paid by AEHC or its affiliated entities and subsidiaries to Xxxxx or Xxxxx Engineering, LLC relating to the Project; | ||
4. | the nonrefundable $1,000,000 commitment fee paid by Amaizing Energy, LLC to Xxxxx on August 23, 2006 shall be applied toward the above referenced Letter of Intent contract price and shall not apply to any other project or agreement with which either Xxxxx or AEHC is associated; | ||
5. | Section 3(x)i. of the Letter of Intent, shall be amended and replaced in its entirety with the following: |
“On or before the twenty-fifth (25th) day of each month following
the acceptance of Notice to Proceed Xxxxx will submit to Owner a request for
payment (an “Application for Payment”). Along with each Application
for Payment, except with respect to the first Application for Payment, Xxxxx
will submit to Owner, via hardcopy or by electronic means including
facsimile or portable document format, signed lien waivers for the work
included in the Application for Payment submitted for the immediately
preceding pay period and for which payment ha been received.”
6. | the other provisions of the Letter of Intent shall remain unchanged and in full force and effect; and | ||
7. | the terms of this letter shall control any conflict between this letter and the Letter of Intent. |
If the foregoing terms accurately reflect your understanding and are acceptable to you, please
sign and return the enclosed counterpart of this letter to Xxxx Xxxxxxx.
Yours sincerely, Xxxxx, Inc. |
||||
/s/ Xxx Xxxxx | ||||
By: Xxx Xxxxx | ||||
Title: | President & CEO | |||
Accepted and agreed to this 9th day of May, 2007.
/s/ Xxx Xxxxxxx
By: Xxx Xxxxxxx
Its: Chairman
Its: Chairman