EMPLOYMENT AGREEMENTEmployment Agreement • September 15th, 2006 • ASAlliances Biofuels, LLC • Delaware
EMPLOYMENT AGREEMENT (“Agreement”) dated as of the 20th day of June 2006, by and between Joel A. Stone (“Executive”) and ASAlliances Biofuels, LLC (“the Company”) (the “Effective Date”).
FORM OF GAS RISK MANAGEMENT ADVISORY AGREEMENTRisk Management Advisory Agreement • September 15th, 2006 • ASAlliances Biofuels, LLC • New York
THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER SIGNIFICANT ASPECTS OF THE COMMODITY MARKETS. YOU SHOULD THEREFORE CAREFULLY STUDY THIS DISCLOSURE DOCUMENT AND COMMODITY TRADING BEFORE YOU TRADE.
FORM OF CARGILL DIRECT CORN FUTURES ADVISORY AGREEMENTCorn Futures Advisory Agreement • September 15th, 2006 • ASAlliances Biofuels, LLC • New York
BY SIGNING THIS AGREEMENT, YOU (1) MAY BE WAIVING YOUR RIGHT TO SUE IN A COURT OF LAW; AND (2) ARE AGREEING TO BE BOUND BY ARBITRATION OF ANY CLAIMS OR COUNTERCLAIMS WHICH YOU OR CARGILL DIRECT OR ANY OF ITS AFFILIATED PERSONS MAY SUBMIT TO ARBITRATION UNDER THIS AGREEMENT. YOU ARE NOT, HOWEVER, WAIVING YOUR RIGHT TO ELECT INSTEAD TO PETITION THE CFTC TO INSTITUTE REPARATIONS PROCEEDINGS UNDER SECTION 14 OF THE COMMODITY EXCHANGE ACT WITH RESPECT TO ANY DISPUTE WHICH MAY BE ARBITRATED PURSUANT TO THIS AGREEMENT. IN THE EVENT A DISPUTE ARISES, YOU WILL BE NOTIFIED IF CARGILL DIRECT OR ANY OF ITS AFFILIATED PERSONS INTEND TO SUBMIT THE DISPUTE TO ARBITRATION. IF YOU BELIEVE A VIOLATION OF THE COMMODITY EXCHANGE ACT IS INVOLVED AND IF YOU PREFER TO REQUEST A SECTION 14 “REPARATION” PROCEEDING BEFORE THE CFTC, YOU WILL HAVE 45 DAYS FROM THE DATE OF SUCH NOTICE IN WHICH TO MAKE THAT ELECTION.
Page Article 1 Definitions; Rules of Interpretation 1 1.1 Rules of Construction 1 1.2 Defined Terms 2 Article 2 The Project 6 2.1 Services to be Performed 6 2.2 Extent of Agreement 6 2.3 Conflicting Provisions 7 Article 3 Design-Builder...License Agreement • September 15th, 2006 • ASAlliances Biofuels, LLC • Minnesota
This FORM OF LUMP SUM DESIGN-BUILD CONTRACT (the “Agreement”) is made as of , 2006, (the “Effective Date”) by and between , a limited liability company (the “Owner”) and Fagen, Inc., a Minnesota corporation (the “Design-Builder”) (each, a “Party” and collectively, the “Parties”).
CREDIT AGREEMENT dated as of February 6, 2006 among ASA OPCO HOLDINGS, LLC, ASA ALBION, LLC, ASA BLOOMINGBURG, LLC, and ASA LINDEN, LLC, as Borrowers, ASA OPCO HOLDINGS, LLC, as Borrowers’ Agent, THE LENDERS REFERRED TO HEREIN, WESTLB AG, NEW YORK...Credit Agreement • September 15th, 2006 • ASAlliances Biofuels, LLC • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of February 6, 2006, is by and among ASA OPCO HOLDINGS, LLC, a Delaware limited liability company (“ASA Holdings”), ASA ALBION, LLC, a Delaware limited liability company (“Albion”), ASA BLOOMINGBURG, LLC, a Delaware limited liability company (“Bloomingburg”), and ASA LINDEN, LLC, a Delaware limited liability company (“Linden” and, together with ASA Holdings, Albion and Bloomingburg, the “Borrowers”), ASA Holdings, as Borrowers’ Agent, each of the lenders from time to time, party hereto, WESTLB AG, New York Branch, as administrative agent for the Lenders, FIRST NATIONAL BANK OF OMAHA, as collateral agent for the Senior Secured Parties, FIRST NATIONAL BANK OF OMAHA, as accounts bank, WESTLB AG, NEW YORK BRANCH, as co-syndication agent, lead arranger, and sole lead bookrunner, FIRST NATIONAL BANK OF OMAHA and STANDARD CHARTERED BANK, as co-syndication agents and lead arrangers and CIT CAPITAL USA INC. and ING CAPITAL LLC, as co-documentat
Form of Phase I and Phase II Engineering Services AgreementServices Agreement • September 15th, 2006 • ASAlliances Biofuels, LLC • Minnesota
THIS FORM OF PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT (the “Agreement”) is made as of February , 2006, (the “Effective Date”) by and between , a Delaware 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.”
EMPLOYMENT AGREEMENTEmployment Agreement • September 15th, 2006 • ASAlliances Biofuels, LLC • Delaware
EMPLOYMENT AGREEMENT (“Agreement”) dated as of the 29th day of August 2006, by and between Tom Manuel (“Executive”) and ASAlliances Biofuels, LLC (“the Company”) (the “Effective Date”).
FORM OF PLANT OPERATION AGREEMENTForm of Plant Operation Agreement • September 15th, 2006 • ASAlliances Biofuels, LLC
FORM OF CORN SUPPLY AGREEMENTForm of Corn Supply Agreement • September 15th, 2006 • ASAlliances Biofuels, LLC
This Form of Agreement (“Agreement”) is made this day of , 2006, by and between CARGILL, INCORPORATED, a Delaware corporation (“Cargill”), with a place of business at 15407 McGinty Road West, Wayzata, MN 55391, and , a Delaware limited liability company (“Producer”). Cargill and Producer are each a “Party” and collectively are the “Parties” to this Agreement.
FORM OF ETHANOL MARKETING AGREEMENTForm of Ethanol Marketing Agreement • September 15th, 2006 • ASAlliances Biofuels, LLC
THIS FORM OF ETHANOL MARKETING AGREEMENT (the “Agreement”) is made and entered into as of the day of 2006, by and between CARGILL, INCORPORATED, a Delaware corporation, acting through its Sweeteners North America business unit (“Cargill”) and , a Delaware limited liability company (“Producer”), collectively referred to hereinafter as “Parties” or individually as a “Party.”
FORM OF MASTER AGREEMENTForm of Master Agreement • September 15th, 2006 • ASAlliances Biofuels, LLC • New York
This Form of Master Agreement (the “Master Agreement”) is dated as of this day of , 2006 (the “Effective Date”) by and among CARGILL, INCORPORATED, a Delaware corporation (“Cargill, Incorporated”), CARGILL COMMODITY SERVICES INC., a Delaware corporation (“CCSI”) (Cargill, Incorporated and CCSI are referred to collectively as “Cargill”), ASA OPCO HOLDINGS, LLC, a Delaware limited liability company (“ASA Holdings”), and , a Delaware limited liability company (“Producer”), collectively referred to hereinafter as “Parties” or individually as a “Party.”
FORM OF DISTILLERS GRAINS MARKETING AGREEMENTDistillers Grains Marketing Agreement • September 15th, 2006 • ASAlliances Biofuels, LLC
Producer covenants that all modified distillers dry grains (“MDDG”) shall, at the time of unload and acceptance at the customer’s Ethanol Facility, conform to the following Specification:
FORM OF LICENSE AGREEMENTForm of License Agreement • September 15th, 2006 • ASAlliances Biofuels, LLC
THIS FORM OF LICENSE AGREEMENT (this “License Agreement”) is entered into and made effective as of the ___ day of ___________, 2006 (“Effective Date”) by and between ________________, a Delaware limited liability company (“OWNER”), and ICM, Inc., a Kansas corporation (“ICM”).
ASALLIANCES BIOFUELS, LLC LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • September 15th, 2006 • ASAlliances Biofuels, LLC • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT is made by and among the Persons named on Schedule A (such Persons are referred to collectively as the “Members” and individually as a “Member”) as of the 6th day of February 2006 (the “Effective Date”).
FORM OF NON-COMPETE AGREEMENTForm of Non-Compete Agreement • September 15th, 2006 • ASAlliances Biofuels, LLC • Minnesota
This Non-Compete Agreement (this “Agreement”) is made effective this day of , 2006 (the “Effective Date”) by and between CARGILL, INCORPORATED, a Delaware corporation (“Cargill”), ASALLIANCES BIOFUELS, LLC, a Delaware limited liability company (“ASA”), AMERICAN CAPITAL STRATEGIES, LTD., a Delaware corporation (“American Capital”), LAMINAR DIRECT CAPITAL L.P., a Delaware limited partnership (“Laminar Direct”), and USRG ASA, LLC, a Delaware limited liability company (“USRG”), collectively referred to hereinafter as “Parties” or individually as a “Party.”
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • September 15th, 2006 • ASAlliances Biofuels, LLC • Delaware
THIS FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) is effective as of the date upon which 75% of the Voting Percentage (Special) have signed this Amendment, as evidenced by the signatures hereto, by and among Midwest First Financial, Inc., a Nebraska corporation, ACSAB, LLC, a Delaware limited liability company, Laminar Direct Capital L.P., a Delaware limited partnership, USRG ASA, LLC, a Delaware limited liability company, FDC Ethanol, LLC, a Minnesota limited liability company, Cargill Biofuels Investments, LLC, a Delaware limited liability company, ASAlliances Holdings, LP, a Texas limited partnership (collectively, the “Members”), and ASAlliances Biofuels, LLC, a Delaware limited liability company (the “Company”),
NOTE AND EQUITY PURCHASE AGREEMENT by and among ASALLIANCES BIOFUELS, LLC and AMERICAN CAPITAL FINANCIAL SERVICES, INC., AS AGENT and THE PURCHASERS IDENTIFIED ON ANNEX A HERETO February 6, 2006Note and Equity Purchase Agreement • September 15th, 2006 • ASAlliances Biofuels, LLC • Maryland
THIS NOTE AND EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of February 6, 2006, is by and among ASALLIANCES BIOFUELS, LLC, a Delaware limited liability company (the “Company”), the securities purchasers that are now and hereafter at any time parties hereto and are listed in Annex A (or any amendment or supplement thereto) attached hereto (each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative agent for Purchasers (in such capacity, “Agent”). Capitalized terms used and not defined elsewhere in this Agreement are defined in Article 1 hereof.
