OPERATING AGREEMENT OF NORTHWEST IOWA RENEWABLE ENERGY, LLC Dated April 14, 2006Operating Agreement • November 13th, 2006 • Northwest Iowa Renewable Energy LLC • Iowa
THIS OPERATING AGREEMENT (the “Agreement”) is entered into and shall be effective as of the 14th day of April, 2006 (the “Effective Date”), by and among NORTHWEST IOWA RENEWABLE ENERGY, LLC, an Iowa limited liability company (the “Company”), each of the Persons who are identified as Members on the attached Exhibit A and who have executed a counterpart of this 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.
ESCROW AGREEMENTEscrow Agreement • November 13th, 2006 • Northwest Iowa Renewable Energy LLC • Iowa
THIS ESCROW AGREEMENT (this “Agreement”) is made this day of November, 2006, by and between Northwest Iowa Renewable Energy, LLC, an Iowa limited liability company, with its principal offices in Akron, Iowa, (“NIRE”), Security National Bank, Sioux City, Iowa, as escrow agent (the “Escrow Agent”) and 1st National Bank of Akron, Iowa (“First National Bank”).
AG VISIONS ENTERPRISES, LLC. CONSULTING AGREEMENT Phase IConsulting Agreement • November 13th, 2006 • Northwest Iowa Renewable Energy LLC • Iowa
THIS CONSULTING AGREEMENT (the “Agreement”) is made effective as of the ___day of 2005, (the “Effective Date”) by and between Ag Visions Enterprises, LLC, of Breda, Iowa, an Iowa Limited Liability Company (Ag Visions Enterprises) and (“Client”).
Letter of Intent between Bratney Companies 3400 109th Street Des Moines, IA 50322 Hereinafter referred to as “Contractor/Engineer” and Northwest Iowa Renewable Energy LLC of Akron, IA Hereinafter referred to as “Owner”Intent Agreement • November 13th, 2006 • Northwest Iowa Renewable Energy LLC
This letter of Intent Agreement confirms Owner’s intention to enter into a contract agreement with Contractor/Engineer for Contractor/Engineer to provide “Connemann Diesel” process technology, engineering, design, procurement, and construction services necessary to build and commission a 60 million gallon per year Biodiesel production facility with associated glycerine recovery in Akron, IA.
ENTERED FOR TAXATION TRANSFER BOOK DATE July 27 2006 /s/ K. Kae Meyer PLYMOUTH COUNTY AUDITOROption Agreement • November 13th, 2006 • Northwest Iowa Renewable Energy LLC
PHASE I DESIGN SERVICES AGREEMENT BETWEEN OWNER AND CONTRACTOR/ENGINEERPhase I Design Services Agreement • November 13th, 2006 • Northwest Iowa Renewable Energy LLC
This Agreement is made this 17th day of July, in the year 2006, by and between Northwest Iowa Renewable Energy LLC, OWNER and the CONTRACTOR BRATNEY COMPANIES, 3400 109TH Street, Des Moines, IA 50322 for Phase I Design Services in connection with the following project:
NORTHWEST IOWA RENEWABLE ENERGY, L.L.C. SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $1,000 per Unit Minimum Investment of 20 Units ($20,000) 1 Unit Increments Thereafter ($1,000)Promissory Note and Security Agreement • November 13th, 2006 • Northwest Iowa Renewable Energy LLC
The undersigned subscriber, desiring to become a member of Northwest Iowa Renewable Energy, L.L.C. (“Northwest Iowa Renewable Energy”), an Iowa limited liability company, with its principal place of business at 221 Reed Street, P.O. Box 366, Akron, Iowa 51001, hereby subscribes for the purchase of the membership units of Northwest Iowa Renewable Energy (“Units”), and agrees to pay the related purchase price, identified below.
BIO-DIESEL MARKETING AGREEMENT — 11/03/2006Bio-Diesel Marketing Agreement • November 13th, 2006 • Northwest Iowa Renewable Energy LLC • Iowa
THIS BIO-DIESEL MARKETING AGREEMENT (the “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 Northwest Iowa Renewable Energy, LLC, (hereinafter “NORTHWEST IOWA RENEWABLE ENERGY”)an Iowa limited liability company, with its main office located at 221 Reed St., Akron, IA 51001.
