SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF ONE EARTH ENERGY, LLC Dated: Effective June 13, 2007Operating Agreement • June 14th, 2007 • One Earth Energy LLC • Industrial organic chemicals • Illinois
THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) is entered into effective as of the 13th day of June, 2007, by and among One Earth Energy, LLC, an Illinois limited liability company (the “Company”), each of the Persons identified as Members on attached Exhibit “A,” and any other Persons that may from time-to-time be subsequently admitted as Members of the Company in accordance with the terms of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1.10.
SECURITY AGREEMENTSecurity Agreement • January 29th, 2008 • One Earth Energy LLC • Industrial organic chemicals • Nebraska
This Security Agreement (“Agreement”), dated as of September 20, 2007, is between ONE EARTH ENERGY, LLC, an Illinois limited liability company (the “Debtor”), and FIRST NATIONAL BANK OF OMAHA, a national banking association (the “Secured Party”), as collateral agent for the Banks.
THIRD AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • July 5th, 2007 • One Earth Energy LLC • Industrial organic chemicals • Illinois
THIS THIRD AMENDED AND RESTATED ESCROW AGREEMENT (this “Agreement”) is made this 28 day of June, 2007, by and between One Earth Energy, LLC, an Illinois limited liability company (the “Company”) and First Busey Trust as escrow agent (the “Escrow Agent”).
CONSTRUCTION LOAN AGREEMENTConstruction Loan Agreement • January 29th, 2008 • One Earth Energy LLC • Industrial organic chemicals • Nebraska
This Construction Loan Agreement (the “AGREEMENT”) is dated as of the 20th day of September, 2007, and is by and among ONE EARTH ENERGY, LLC, an Illinois limited liability company (“BORROWER”), FIRST NATIONAL BANK OF OMAHA (“FNBO”), a national banking association headquartered at Omaha, Nebraska as a BANK and as administrative agent for the BANKS (in such capacity, the “ADMINISTRATIVE AGENT”), as accounts bank (in such capacity, the “ACCOUNTS BANK”) and as collateral agent for the BANKS (in such capacity, the “COLLATERAL AGENT”), and the other financial institutions which are or may become a party to this AGREEMENT in accordance with the terms of this AGREEMENT and listed in Exhibit H to this AGREEMENT.
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENTAnd Rents, Security Agreement and Financing Statement • July 5th, 2007 • One Earth Energy LLC • Industrial organic chemicals
THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT (“this Mortgage”) is made this 18 day of June 2007 between ONE EARTH ENERGY, LLC, an Illinois limited liability company (“Mortgagor”), whose address is 1306 West 8th Street, Gibson City, IL 60936-0546, and FARMERS ENERGY ONE EARTH, LLC, an Ohio limited liability company (“Mortgagee”), whose address is 2875 Needmore Road, Dayton, OH 45414.
PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT BETWEEN ONE EARTH ENERGY, LLC AND FAGEN ENGINEERING, LLC July 20, 2006Engineering Services Agreement • July 5th, 2007 • One Earth Energy LLC • Industrial organic chemicals • Minnesota
THIS PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT (the “Agreement”) is made as of July 20, 2006, (the “Effective Date”) by and between One Earth Energy, LLC, an Illinois 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”.
ONE EARTH ENERGY, LLC SUBSCRIPTION AGREEMENT Class B Limited Liability Company Membership Units $5,000.00 per Class B Unit Minimum Investment of 5 Class B Units ($25,000) Increments of 1 Class B Unit Thereafter ($5,000)Subscription Agreement • September 20th, 2006 • One Earth Energy LLC • Industrial organic chemicals
The undersigned subscriber (sometimes referred to as “you” or the “Subscriber”), desiring to become a member of One Earth Energy, LLC, an Illinois limited liability company, with its principal place of business at 1306 West 8th Street, Gibson City, Illinois (the “Company”), hereby subscribes for the purchase of Class B membership units (“Units”) of the Company, and agrees to pay the related purchase price, identified below.
LUMP SUM DESIGN-BUILD AGREEMENT BETWEEN ONE EARTH ENERGY, LLC (“OWNER”) AND FAGEN, INC. (“DESIGN-BUILDER”) May 17, 2007License Agreement • July 5th, 2007 • One Earth Energy LLC • Industrial organic chemicals • Minnesota
This LUMP SUM DESIGN-BUILD CONTRACT (the “Agreement”) is made as of May 17, 2007, (the “Effective Date”) by and between One Earth Energy, LLC, an Illinois limited liability company (the “Owner”) and Fagen, Inc., a Minnesota corporation (the “Design-Builder”) (each a “Party” and collectively, the “Parties”).
FIRST AMENDMENT OF CONSTRUCTION LOAN AGREEMENTConstruction Loan Agreement • November 8th, 2010 • One Earth Energy LLC • Industrial organic chemicals
THIS FIRST AMENDMENT OF CONSTRUCTION LOAN AGREEMENT (“Amendment”) is made this 19th day of September, 2008 by and among ONE EARTH ENERGY, LLC, an Illinois limited liability company (“BORROWER”), FIRST NATIONAL BANK OF OMAHA (“FNBO”), a national banking association headquartered at Omaha, Nebraska as a BANK and as administrative agent for the BANKS (in such capacity, the “ADMINISTRATIVE AGENT”), as accounts bank (in such capacity, the “ACCOUNTS BANK”) and as collateral agent for the BANKS (in such capacity, the “COLLATERAL AGENT”), and the BANKS party to the AGREEMENT. This Amendment amends that certain Construction Loan Agreement dated September 20, 2007 among the AGENT, BANKS and BORROWER (“AGREEMENT”).
ETHANOL MERCHANDISING AGREEMENT BETWEEN ONE EARTH ENERGY, LLC AND LANSING ETHANOL SERVICES, LLC June 5, 2009Ethanol Merchandising Agreement • November 8th, 2010 • One Earth Energy LLC • Industrial organic chemicals • Kansas
This Ethanol Merchandising Agreement (this “Agreement”) is made and entered into to be effective as of June 5, 2009 between One Earth Energy, LLC, an Illinois limited liability company (“Ethanol Producer”), and Lansing Ethanol Services, LLC, a Delaware limited liability company (“Lansing”). Each of Ethanol Producer and Lansing may be referred to herein as a “Party,” and collectively as the “Parties.”
LETTER OF INTENTOne Earth Energy LLC • July 12th, 2006
WHEREAS, Owner is an entity organized to facility the development and building of either a 50 MGY or a 100 MGY gas-fired fuel ethanol plant to be located near Gibson City, Illinois (the “Facility” or “Project”); and
Amendment to Distiller’s Grains Marketing AgreementGrains Marketing Agreement • March 31st, 2011 • One Earth Energy LLC • Industrial organic chemicals
This writing shall serve as an Amendment to the Distiller’s Grains Marketing Agreement (“Agreement”) presently in effect between One Earth Energy, LLC (“One Earth”) and United Bio Energy Ingredients (“UBE”), together, the “Parties”.
[Space Above This Line For Recording Data] _____________________________ CONSTRUCTION LOAN MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FINANCING STATEMENTOne Earth Energy LLC • January 29th, 2008 • Industrial organic chemicals • Illinois
THIS CONSTRUCTION LOAN MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FINANCING STATEMENT (“Mortgage”) is made as of September 20th, 2007, by ONE EARTH ENERGY, LLC, an Illinois limited liability company (“Mortgagor”), whose address is 1306 West 8th Street, Gibson City, Illinois 60936-0546, in favor of FIRST NATIONAL BANK OF OMAHA, a National Banking Association, in its capacity as the administrative agent and collateral agent under the Loan Agreement (as herein defined) (“Mortgagee”), whose address is 1620 Dodge Street, Stop 1050, Omaha, Nebraska 68197-1050.
FIRST AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT OF ONE EARTH ENERGY, LLCOperating Agreement • October 13th, 2006 • One Earth Energy LLC • Industrial organic chemicals
Pursuant to Section 8.1 of the Amended and Restated Operating Agreement (the “Operating Agreement”) of One Earth Energy, LLC (the “Company”), the Members hereby amend such Operating Agreement as follows:
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENTSecurity Agreement and Financing • June 14th, 2007 • One Earth Energy LLC • Industrial organic chemicals
THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT (“this Mortgage”) is made this 13th day of June 2007 between ONE EARTH ENERGY, LLC, an Illinois limited liability company (“Mortgagor”), whose address is 1306 West 8th Street, Gibson City, IL 60936-0546, and FARMERS ENERGY ONE EARTH, LLC, an Ohio limited liability company (“Mortgagee”), whose address is 2875 Needmore Road, Dayton, OH 45414.
ONE EARTH ENERGY, LLC FARMERS ENERGY ONE EARTH, LLC SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $5,000.00 per Unit Minimum Investment of 7,011 Units for a minimum purchase price of $35,055,000 and up to a maximum of 12,491 Units...Agreement • July 5th, 2007 • One Earth Energy LLC • Industrial organic chemicals
Farmers Energy One Earth, LLC, an Ohio limited liability company with its principal place of business at 2875 Needmore Road, Dayton, OH 45414 (“Farmers Energy”), desiring to become a member of One Earth Energy, LLC, an Illinois limited liability company, with its principal place of business at 1306 West 8th Street, Gibson City, Illinois (“One Earth”), hereby subscribes for the purchase of membership units (“Units”) of One Earth, and agrees to pay the related purchase price, identified below.
ETHANOL MARKETING CONTRACTEthanol Marketing Contract • September 20th, 2006 • One Earth Energy LLC • Industrial organic chemicals • Illinois
THIS 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 One Earth Energy, LLC, (hereinafter “ONE EARTH”) a Illinois corporation located at 1306 West 8th Street, Gibson City, IL 60936-0546
GRAIN HANDLING AGREEMENTGrain Handling Agreement • November 8th, 2010 • One Earth Energy LLC • Industrial organic chemicals • Illinois
THIS GRAIN HANDLING AGREEMENT (the “Agreement”) is made and entered into this 15 day of February, 2008 by and between One Earth Energy, LLC, 202 N. Jordan Drive, Gibson City, IL 60936 (“One Earth”), an Illinois limited liability company and Alliance Grain Co., 1306 W. Eighth Street, Gibson City, IL 60936, an Illinois agricultural cooperative (“Alliance”).
PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT BETWEEN ONE EARTH ENERGY, LLC AND FAGEN ENGINEERING, LLC December 13, 2005Engineering Services Agreement • July 12th, 2006 • One Earth Energy 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 One Earth Energy, LLC, an Illinois 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.”
CONSULTING AGREEMENTConsulting Agreement • July 12th, 2006 • One Earth Energy LLC • Illinois
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into effective as of the 23rd day of March 2006 by and between One Earth Energy LLC, an Illinois limited liability company (“Company”), and Mitch Dawson, a resident of the State of Iowa (“Consultant”). The actual start date is contemplated to be April 17, 2006.
DISTILLER’S GRAINS MARKETING AGREEMENTDistiller’s Grains Marketing Agreement • March 19th, 2007 • One Earth Energy LLC • Industrial organic chemicals • Kansas
THIS DISTILLER’S GRAINS MARKETING AGREEMENT (the “Agreement”), made and entered into this 3rd day of November, 2006, by and among One Earth Energy, LLC, an Illinois limited liability company (“One Earth Energy”), and United Bio Energy Ingredients, LLC, a Kansas limited liability company (“UBE”).
CONSULTING AGREEMENTConsulting Agreement • July 12th, 2006 • One Earth Energy LLC • Illinois
This Consulting Agreement (the “Agreement”) is made this 22 day of May , 2006 (the “Effective Date”), by and between Above Zero Media, LLC, a North Dakota limited liability company, with an address of 3049 24th Avenue SW Fargo, North Dakota 58103, (Above Zero Media), and One Earth Energy, LLC, an Illinois limited liability company, with an address of 1306 West 8th Street, Gibson City, IL 60936 (“Client”).
SECURITY AGREEMENTSecurity Agreement • July 5th, 2007 • One Earth Energy LLC • Industrial organic chemicals • Ohio
THIS SECURITY AGREEMENT (“Security Agreement”) is made effective as of the 13 day of June, 2007 by and between One Earth Energy, LLC, an Illinois limited liability company (“Debtor”) and Farmers Energy One Earth, LLC, an Ohio limited liability company (“Secured Party”), under the following circumstances:
Prepared by and upon recordation return to Christopher Sackett, 666 Grand Avenue, Suite 2000, Des Moines, Iowa 50309; (515) 242-2400. OPTION AGREEMENTOption Agreement • July 12th, 2006 • One Earth Energy LLC • Illinois
THIS OPTION AGREEMENT (the “Agreement”) is executed as of February 28 , 2006, by and between One Earth Energy, LLC, an Illinois limited liability company (“One Earth Energy”), and Edward E. Tucker and Cynthia J. Tucker, residents of the State of Illinois (collectively “Grantor”).
DESIGN/BUILD CONSTRUCTION CONTRACT (LUMP SUM COST)Build Construction Contract • January 29th, 2008 • One Earth Energy LLC • Industrial organic chemicals
THIS AGREEMENT, made this 21st day of December , 2007 , by and between Hogenson Construction Company, a North Dakota corporation, hereinafter called “Contractor”, and One Earth Energy, of Gibson City, Illinois hereinafter called “Owner”.
EXCHANGE AGREEMENTExchange Agreement • July 5th, 2007 • One Earth Energy LLC • Industrial organic chemicals
THIS EXCHANGE AGREEMENT (“Agreement”) is made effective as of the 26 day of June, 2007, by and between ONE EARTH ENERGY, LLC, an Illinois limited liability company, (“Buyers”) and ALLIANCE GRAIN CO., an Illinois corporation (“Sellers”).
SYSTEM EXTENSION or MODIFICATION GUARANTEE AGREEMENTSystem Extension or Modification Guarantee Agreement • November 8th, 2010 • One Earth Energy LLC • Industrial organic chemicals
This Agreement, dated 01/18/2008, is between Central Illinois Public Service Company d/b/a AmerenCIPS (“Company”) and One Earth Energy (“Customer”). Company and Customer agree to the following:
CONTRACT AGREEMENTContract Agreement • September 14th, 2007 • One Earth Energy LLC • Industrial organic chemicals • Iowa
THIS AGREEMENT, made this 16th day of 2007, 2007 by and between One Earth Energy of Gibson City, IL herein after called the Owner and Foundation Service Corp. of Hudson, Iowa hereinafter called the Contractor.
AGREEMENTAgreement • July 5th, 2007 • One Earth Energy LLC • Industrial organic chemicals • Illinois
THIS AGREEMENT is executed as of June 15, 2007, by and between One Earth Energy, LLC, an Illinois limited liability company (“One Earth Energy”), and Lisa Foster, a resident of the State of Illinois (“Foster”).
AMENDMENT TO SECURED PROMISSORY NOTESecured Promissory Note • October 19th, 2007 • One Earth Energy LLC • Industrial organic chemicals
THIS AMENDMENT TO SECURED PROMISSORY NOTE (the “Amendment”) is made and entered into effective as of October 16, 2007, by and between ONE EARTH ENERGY, LLC, an Illinois limited liability company (hereafter referred to as “Maker”), and FARMERS ENERGY ONE EARTH, LLC, an Ohio limited liability company (hereafter referred to as the “Payee”). It amends that certain Secured Promissory Note between Maker and Payee dated June 13, 2007, in the original principal amount of Six Million and No/100 Dollars ($6,000,000.00) (hereafter referred to as the “Note”).
LOCK-UP AGREEMENTLock-Up Agreement • November 2nd, 2006 • One Earth Energy LLC • Industrial organic chemicals • Illinois
THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into this ___day of November, 2006 by and between ONE EARTH ENERGY, LLC (the “Company”), an Illinois limited liability company, ALLIANCE GRAIN CO. (“Alliance”), FISHER FARMERS GRAIN & COAL COMPANY (“Fisher Farmers”), GRAND PRAIRIE CO-OP, INC. (“Grand Prairie”), LUDLOW COOPERATIVE ELEVATOR COMPANY (“Ludlow”) and TOPFLIGHT GRAIN COOPERATIVE, INC. (“Topflight”). Alliance, Fisher Farmers, Grand Prairie, Ludlow and Topflight are hereby collectively referred to herein as “Security Holders.” The Agreement shall be filed with the Company.
Prepared by and upon recordation return to Christopher Sackett, 666 Grand Avenue, Suite 2000, Des Moines, Iowa 50309; (515) 242-2400. OPTION AGREEMENTOption Agreement • July 12th, 2006 • One Earth Energy LLC • Illinois
THIS OPTION AGREEMENT (the “Agreement”) is executed as of April 17 , 2006, by and between One Earth Energy, LLC, an Illinois limited liability company (“One Earth Energy”), and Lisa Foster, a resident of the State of Illinois (collectively “Grantor”).
REGISTRATION AGREEMENTRegistration Agreement • July 12th, 2006 • One Earth Energy LLC
THIS AGREEMENT is made as of July 11, 2006, by and among One Earth Energy, LLC, an Illinois limited liability company (the “Company”), and Farmers Energy One Earth, LLC, an Ohio limited liability company (the “Investor”).
Prepared by and upon recordation return to Christopher Sackett, 666 Grand Avenue, Suite 2000, Des Moines, Iowa 50309; (515) 242-2400. OPTION AGREEMENTOption Agreement • July 12th, 2006 • One Earth Energy LLC • Illinois
THIS OPTION AGREEMENT (the “Agreement”) is executed as of April 18 , 2006, by and between One Earth Energy, LLC, an Illinois limited liability company (“One Earth Energy”), and the City of Gibson, Illinois, an Illinois municipal corporation (“Grantor”).
MUTUAL RELEASE AND TERMINATION OF ETHANOL MARKETING CONTRACT AGREEMENT May 14, 2009Ethanol Marketing Contract Agreement • November 8th, 2010 • One Earth Energy LLC • Industrial organic chemicals
This Mutual Release and Termination of Ethanol Marketing Contract Agreement (hereinafter “Agreement”) is made and is effective when fully executed below between Eco-Energy Inc. (hereinafter “Eco”), having its principal place of business at 725 Cool Springs Blvd, Suite 500, Franklin, Tennessee 37067 and One Earth Energy, LLC. (hereinafter “One Earth”), having its principal place of business at 1306 West 8th Street, Gibson City, Illinois 60936. Each of Eco and One Earth may be referred to individually as a “Party” or collectively as “Parties.
