EXCLUSIVE ETHANOL MARKETING AGREEMENT August 28, 2009Exclusive Ethanol Marketing Agreement • September 3rd, 2009 • 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 among Hawkeye Gold, LLC, a Delaware limited liability company (“Gold”), and ABE Fairmont, LLC, a Delaware limited liability company (“Producer”).
WARRANT TO PURCHASE UNITS OF ADVANCED BIOENERGY, LLCWarrant Agreement • September 3rd, 2009 • Advanced BioEnergy, LLC • Industrial organic chemicals • Delaware
This Warrant to Purchase Units (this “Warrant”) certifies that, for good and valuable consideration, PJC CAPITAL LLC, a Delaware limited liability company (along with its permitted assignees, the “Holder”) is entitled to purchase from ADVANCED BIOENERGY, LLC, a Delaware limited liability company (the “Company”), SEVEN HUNDRED FORTY-TWO THOUSAND FIVE HUNDRED NINETY-EIGHT (742,598) fully paid and nonassessable Units (as defined in the Company’s Third Amended and Restated Operating Agreement dated February 1, 2006 (the “LLC Agreement”)) (the “Units”) of the Company, as adjusted pursuant to Section 3 hereof (the “Warrant Units”), at an exercise price per Unit equal to $1.50 (as adjusted pursuant to Section 3 hereof) (the “Exercise Price”), subject to the provisions and upon the terms and conditions hereinafter set forth. This Warrant is issued in connection with the Amended and Restated Secured Term Loan Note made by the Company in favor of the initial Holder dated as of the date hereof (t
AMENDED AND RESTATED SECURED TERM LOAN NOTESecured Term Loan Note • September 3rd, 2009 • Advanced BioEnergy, LLC • Industrial organic chemicals • New York
This Restated Note amends and restates, and is being delivered in exchange for, that certain Secured Term Loan Note dated as of October 17, 2007, in the original principal amount of $10,000,000, made by Borrower in favor of Lender, as and to the extent modified by that Forbearance Agreement dated June 1, 2009 (the “Forbearance Agreement”) between Lender and Borrower (as so modified, the “Prior Note”). The original stated principal amount of this Restated Note is equal to the sum of the original principal amount of the Prior Note plus all accrued and capitalized interest on the Prior Note as of the date hereof, less the amount of principal reductions made pursuant to the Forbearance Agreement. All amounts obligated to be paid by Borrower pursuant to the Prior Note shall not be deemed extinguished by reason hereof but shall be carried over from the Prior Note.
REGISTRATION RIGHTS AGREEMENT BETWEEN ADVANCED BIOENERGY, LLC AND HAWKEYE ENERGY HOLDINGS, LLC August 28, 2009Registration Rights Agreement • September 3rd, 2009 • Advanced BioEnergy, LLC • Industrial organic chemicals • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of the 28th day of August, 2009, between Advanced BioEnergy, LLC, a Delaware limited liability company (the “Company”), and Hawkeye Energy Holdings, LLC, a Delaware limited liability company (“Hawkeye”).
Second Amendment to Investor Rights AgreementInvestor Rights Agreement • September 3rd, 2009 • Advanced BioEnergy, LLC • Industrial organic chemicals
This Second Amendment (the “Amendment”) is entered into as of August 28, 2009, by and among Advanced BioEnergy, LLC, a Delaware limited liability company (the “Company”), and South Dakota Wheat Growers Association, a South Dakota cooperative (“SDWG”).
First Amendment to Registration Rights AgreementRegistration Rights Agreement • September 3rd, 2009 • Advanced BioEnergy, LLC • Industrial organic chemicals
This First Amendment (the “Amendment”) is entered into as of August 28, 2009, by and among Advanced BioEnergy, LLC, a Delaware limited liability company (the “Company”), and Ethanol Investment Partners, LLC, a Delaware limited liability company (“EIP”).
Voting AgreementVoting Agreement • September 3rd, 2009 • Advanced BioEnergy, LLC • Industrial organic chemicals • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of this 28th day of August, 2009, by and among Advanced BioEnergy, LLC, a Delaware limited liability company (the “Company”), Hawkeye Energy Holdings, LLC, a Delaware limited liability company (“Hawkeye”), Ethanol Investment Partners, LLC, a Delaware limited liability company (“Partners” and each of Hawkeye and Partners, an “Investor”), South Dakota Wheat Growers Association, a South Dakota cooperative (“SDWG”), and each of the undersigned directors (the “Directors”) of the Company. The Company, Hawkeye, Partners, SDWG and Directors are collectively referred to herein as the “Parties.” Hawkeye, Partners, SDWG and Directors are collectively referred to herein as the “Members.”
