THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF ADVANCED BIOENERGY, LLC Dated Effective February 1, 2006Operating Agreement • February 10th, 2006 • Advanced BioEnergy, LLC • Industrial organic chemicals • Delaware
THIS THIRD AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) is entered into and shall be effective as of the Effective Date (as hereinafter defined), by and among Advanced BioEnergy, LLC, a Delaware 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.
November 22, 2005Advanced BioEnergy, LLC • February 10th, 2006 • Industrial organic chemicals
This letter agreement confirms our understanding that Advanced BioEnergy, LLC, a Delaware limited liability company (the “Borrower”) has engaged Oppenheimer & Co. Inc., a New York Stock Exchange publicly traded company headquartered in New York, New York (“Oppenheimer”) to act as investment banker/placement agent on the aforeferenced project, and specifically, to act as agent (“Placement Agent”) for the structuring and sale of the Exempt Facility Revenue Bonds (the “Bonds”). Oppenheimer’s services will be on a best efforts basis in connection with the sale of the Bonds, the proceeds of which will provide a part of the required capital for the development and construction of a new 100 MGY “Dry Mill” Ethanol Plant to be located in the Village of Fairmont; Nebraska (the “Project”). The financing anticipates the issuance of tax-exempt Exempt Facility Revenue Bonds in an amount approximately equal to $5,000,000. The terms of the Bond issuance will generally be consistent with the attached t
ADVANCED BIOENERGY, LLC SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $10.00 per Unit Minimum Investment of 2,500 Units ($25,000)Subscription Agreement • February 10th, 2006 • Advanced BioEnergy, LLC • Industrial organic chemicals
The undersigned subscriber, desiring to become a member of Advanced BioEnergy, LLC (“Advanced BioEnergy”), a Delaware limited liability company, with its principal place of business at 137 N. 8th Street, Geneva, Nebraska 68361, hereby subscribes for the purchase of the membership interests of Advanced BioEnergy, and agrees to pay the related purchase price, identified below.
