SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF CARDINAL ETHANOL, LLC Dated Effective February 1, 2006Operating Agreement • February 10th, 2006 • Cardinal Ethanol LLC • Indiana
THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) is entered into and shall be effective as of February 1, 2006, by and among Cardinal Ethanol, LLC f/k/a Indiana Ethanol, LLC, an Indiana 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 1.10.
SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $5,000.00 per Unit Minimum Investment of 4 Units ($20,000) 1 Unit Increments Thereafter ($5,000)Subscription Agreement • February 10th, 2006 • Cardinal Ethanol LLC
The undersigned subscriber, desiring to become a member of Cardinal Ethanol, LLC (“Cardinal Ethanol”), an Indiana limited liability company, with its principal place of business at 2 OMCO Square, Suite 201, Winchester IN 47394, hereby subscribes for the purchase of the membership interests of Cardinal Ethanol, and agrees to pay the related purchase price, identified below.
PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT BETWEEN CARDINAL ETHANOL, LLC AND FAGEN ENGINEERING, LLC December 13, 2005Engineering Services Agreement • February 10th, 2006 • Cardinal Ethanol LLC • Minnesota
THIS PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT (the “Agreement”) is made as of December 13, 2005, (the “Effective Date”) by and between Cardinal Ethanol, LLC, an Indiana Limited Liability Company (the “Client”) and Fagen Engineering, LLC 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.”
ENERGY MANAGEMENT AGREEMENT (Site Development and Operations)Energy Management Agreement • February 10th, 2006 • Cardinal Ethanol 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 Cardinal Ethanol (“Client”) related to the provision of energy management services.
LETTER OF INTENTLetter of Intent • February 10th, 2006 • Cardinal Ethanol LLC
WHEREAS, Owner is an entity organized to facilitate the development and building of a locally-owned fuel ethanol plant near Winchester, Indiana (the “Facility” or “Project”); and
ESCROW AGREEMENTEscrow Agreement • February 10th, 2006 • Cardinal Ethanol LLC • Indiana
THIS ESCROW AGREEMENT (this “Agreement”) is made this ___day of , 2006, by and between Cardinal Ethanol, LLC an Indiana limited liability company (“Cardinal Ethanol”) and as escrow agent (the “Escrow Agent”).
Office LeaseOffice Lease • February 10th, 2006 • Cardinal Ethanol LLC • Indiana
This lease is entered into by and between OMCO Mould, Inc. (hereinafter referred to as “Landlord”) and Indiana Ethanol, LLC (hereinafter referred to as “Tenant”). Notwithstanding anything in this lease to the contrary, the signatory for the Landlord warrants that he/she has been duly authorized to execute leases on behalf of the Landlord designated above.
OPTION TO PURCHASE REAL ESTATEOption to Purchase Real Estate • February 10th, 2006 • Cardinal Ethanol LLC
This option made and entered by and between Timothy L. Cheesman and Diana S. Cheesman, husband and wife, 128 South 900 West, Farmland, IN 47340, sometimes hereinafter referred to as CHEESMAN; Lydia B. Harris, Trustee of the Lydia E. Harris Trust under a written trust agreement dated September 18, 1992, 4838 East Heritage Circle, Muncie, IN; sometimes hereinafter referred to as the HARRIS TRUST, and Rex V. James, Trustee of the Mary Frances James Revocable Trust Agreement dated September 18, 2003, 2409 East 39th Street,, Anderson, IN 46013, sometimes hereinafter referred to as the JAMES TRUST; CHEESMAN, HARRIS MUST and JAMES !RUST sometimes hereinafter referred to as SELLER, and Cardinal Ethanol, LLC, 2 OMCO Square, P.O. Bo, 501, Winchester, Indiana 47394, hereinafter referred to as BUYER, WITNESSETH:
SERVICES AGREEMENT BETWEEN RTP ENVIRONMENTAL ASSOCIATES, INC. AND CARDINAL ETHANOL, LLCServices Agreement • February 10th, 2006 • Cardinal Ethanol LLC • New York
THIS AGREEMENT is entered into between RTP ENVIRONMENTAL ASSOCIATES, INC. hereinafter called “Consultant”, and CARDINAL ETHANOL, LLC hereinafter called “Client”. In consideration of the covenants herein contained and upon subject to the mutual terms and conditions set forth herein, the parties hereto agree as follows:
AMENDMENT NUMBER ONE to LETTER OF INTENT (“LOI”) DATED JUNE 13, 2005 By and between FAGEN, INC. and CARDINAL ETHANOL, LLC (f/k/a Indiana Ethanol, LLC)Letter of Intent • February 10th, 2006 • Cardinal Ethanol LLC
This Amendment Number One is entered into this 24th day of October, 2005, and between Fagen, Inc., a Minnesota Corporation (“Fagen”) and Cardinal Ethanol, LLC, formerly known as Indiana Ethanol, LLC, and Indiana limited liability company of Winchester, Indiana (“Owner”).
OPTION TO PURCHASE REAL ESTATEOption to Purchase Real Estate • February 10th, 2006 • Cardinal Ethanol LLC
This option made and entered by and between Dale Bartels and Bonnie Bartels, husband. and wife, 1509 North 900 West, Farmland, IN 47340, hereinafter referred to as SELLER, and Cardinal Ethanol, LLC, 2 OMCO Square, P.O. Box 501, Winchester, Indiana 47394, hereinafter referred to as BUYER, WITNESSETH:
OPTION TO PURCHASE REAL ESTATEOption to Purchase Real Estate • February 10th, 2006 • Cardinal Ethanol LLC
This option made and entered by and between Rodgers Farms LLC, 2952 South 1100 West, Dunkirk, IN 47336, hereinafter referred to as SELLER, and Cardinal Ethanol, LLC, 2 ONTO Square, P.O. Box 501, Winchester, Indiana 47394, hereinafter referred to as BUYER, WITNESSETH:
EMPLOYMENT AGREEMENT (Project Development Coordinator)Employment Agreement • February 10th, 2006 • Cardinal Ethanol LLC • Indiana
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 7th day of November, 2005, by and between CARDINAL ETHANOL, LLC (“Cardinal”) and ANGELA J. ARMSTRONG (“Armstrong”)/
