Exhibit 4.6
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GREAT PLAINS ETHANOL, L.L.C.
A SOUTH DAKOTA LIMITED LIABILITY COMPANY
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SUBSCRIPTION AGREEMENT
Great Plains Ethanol, L.L.C.
C/o Xxxxx Xxxxxx, Chief Executive Officer
X.X. Xxx 000
Xxxxxx, XX 00000
Xx. Xxxxxx:
The undersigned is of legal age and hereby subscribes for One (1) Unit of
Class D Capital Units of Great Plains Ethanol, L.L.C., a South Dakota limited
liability company (the "Company"), as described in the Company's Operating
Agreement. The undersigned hereby agrees to contribute $100 per Unit in cash
payable upon execution of this Subscription Agreement. The undersigned's
check shall be payable to "Great Plains Ethanol, L.L.C." The undersigned
acknowledges and represents as follows:
a. That the undersigned has received and carefully reviewed the Operating
Agreement, business plan and all materials attached thereto and
incorporated therein; and
b. That the undersigned has sufficient knowledge and experience in
financial and business matters to be capable of evaluating the merits
and risks of the prospective investment in the Company; and
c. That the undersigned has obtained, to the extent the undersigned deems
necessary, personal professional advice with respect to the risks
inherent in investment in the Company, the suitability of the
investment in light of the undersigned's financial condition and
investment needs, and legal, tax and accounting matters; and
d. That the undersigned understands that the operating results
contemplated by the financial forecasts are based upon certain
assumptions and events with respect to which the Company will have
only partial or no control; and that because of the tax and business
risks inherent in projects of this nature, no warranty is made or
could be made that the amount of future income or loss of the Company
will be the amount forecast in the financial forecasts.
e. That the undersigned has been given access to full and complete
information regarding the Company and has utilized such access to the
undersigned's satisfaction.
f. That the undersigned recognizes that an investment in the Company
involves a certain degree of risk, that the purchase of a Membership
Interest is a long-term investment, that transferability and sale of
the Membership Interest is restricted in many ways as set out in the
Operating Agreement and that in the event of disposition of the
Membership Interest the undersigned could sustain a loss, either from
an economic standpoint or as a result of income tax obligations or
both.
g. That the undersigned by executing this Subscription Agreement hereby
agrees and promises to pay to the Company the amount set forth above
in cash at the time of the execution of this Subscription Agreement.
h. That the undersigned understands that this subscription is irrevocable
and legally binding on the parties, and agrees to be bound by all the
terms and conditions of the Operating Agreement, including, without
limitation, those terms and conditions restricting transfer of the
Membership Interest.
i. That the undersigned acknowledges and understands that Broin
Management, L.L.C., will be the Managing Member of the Company.
j. That the undersigned acknowledges that he will be an initial member on
the Company's Board of Managers and will serve in such capacity until
the Company holds a special meeting of Members to elect a new Board of
Managers subsequent to the completion of the offering of Class A
Capital Units, Class B Capital Units and Class C Capital Units, or
until resignation, disability or death.
k. That the undersigned hereby acknowledges that upon the successful
completion of the offering as defined in the Operating Agreement, the
Class D Unit will automatically be converted to one Class C Capital
Unit.
l. The undersigned acknowledges that the undersigned is contractually
obligated to pay his pro rata share of the offering costs including
legal fees, accounting fees and consulting fees not to exceed $10,000,
if the offering is terminated without raising the minimum offering
proceeds.
DATED: ______________, 2000.
(Signature for Corporate, Partnership, (Signature for Individual
Trust, or other Entity Investor) Investors)
_____________________________________ __________________________________
(Print Name of Entity) (Signature)
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By:___________________________________ Print:_____________________________
(Signature)
Print Name:__________________________ ___________________________________
(Signature of Joint Investor)
Title:_______________________________ Print Name of Joint Investor
(if any):__________________________
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