ETHANOL MARKETING CONTRACT
THIS AGREEMENT is entered into by and among Eco-Energy, Inc. (hereinafter "Eco")
a Tennessee Corporation with its main office located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and NEDAK Ethanol, LLC, (hereinafter
"NEDAK") a Nebraska limited liability company located at ▇.▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
RECITALS:
A. NEDAK, who is developing an ethanol plant facility producing approximately
44 million gallons per year of undenatured ethanol located in Atkinson,
Nebraska that desires to establish an output-marketing contract.
B. Eco is a reseller in ethanol and is experienced in the marketing and
transportation of such ethanol, and is willing to agree to purchase the
entire ethanol output of the plant.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS BETWEEN THE PARTIES:
1. Eco Services. Eco shall, during the term hereof, purchase the entire output
of ethanol and to provide certain transportation services to NEDAK (the
"Eco Program"). The Eco services to be provided are set forth in Sections 2
and 3 and the exhibits attached hereto which are referred to therein.
2. Eco Take or Pay Ethanol Purchases.
(a) Full Output. NEDAK agrees to sell to Eco, and Eco agrees to purchase
from NEDAK 100% of the production of ethanol during the term of the
Agreement. Each potential Eco purchase will be presented to the NEDAK
Representative by Eco for verbal approval. Upon such verbal approval
and purchase, a confirmation of the purchase contract will be
submitted to NEDAK, by Eco, encompassing the details of each purchase,
in the attached Exhibit D or Exhibit E (the "Purchase Contract"). The
Purchase Contract terms and requirements shall be subject to NEDAK's
approval in its sole discretion.
(b) NEDAK may sell ethanol in such quantities as it determines in
accordance with the following:
NEDAK may sell ethanol in the form of E-85 fuel for motor vehicles to
any, non-refiner, third party. In an effort to manage marketing
communications with potential customers by either Eco or NEDAK, NEDAK
will apprise Eco of NEDAK's E-85 fuel sales as new customers are added
during the Agreement. This will enable Eco and NEDAK to track to
3. Eco Transportation Services. Eco agrees to provide the transportation
services set forth in Exhibit B.
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4. Fee. NEDAK shall pay a fee for services of Eco and materials provided
hereunder of $.01 per net gallon of ethanol purchased by Eco during the
term of the Agreement. Such fees shall be payable monthly on actual gallons
shipped from the prior month. Payment from NEDAK shall be subtracted from
Eco's first weekly wire payment of the following month for ethanol
purchases.
5. NEDAK Representative. NEDAK shall designate in writing one or more persons
who shall be authorized and directed to receive services hereunder and to
make all merchandising, purchasing and sales decisions for NEDAK. All
directions, transactions and authorizations given by such representative to
Eco shall be binding upon NEDAK. Eco shall be entitled to rely on the
authorization of such persons until it receives written notification from
NEDAK that such authorization has been revoked. The terms of such Purchase
Contracts shall be consistent with the provisions of Exhibit A and may
include, but shall not necessarily be limited to, price, volume, delivery
schedule, and shipping instructions.
6. Swaps and Exchanges. Eco shall provide 50% of entitled swaps and exchanges
to NEDAK. Entitlement is defined by the additional profits created during
swaps and exchanges, which occur prior to delivery, but specifically do not
include any associated losses. The value of these swaps and exchanges shall
be expressed in the form of a net differential. NEDAK shall not be
responsible for any margin calls or negative equity with respect to any
such swaps or exchanges. Documentation of all swaps and exchanges will be
made in the form of a quarterly report to NEDAK. This report shall be
generated and payment submitted to NEDAK by the final business day of the
month following the end of the calendar quarter.
7. Eco Limitations.
(a) Eco assumes no responsibility for the completion or performance of any
contracts between NEDAK and NEDAK's customers and suppliers, and NEDAK
agrees they shall not bring any action or make any claim against Eco
based on any act, omission or claim of any of NEDAK's customers or
suppliers.
(b) NEDAK is responsible to cover all non-deliveries of any product that
is contracted between Eco and NEDAK in a timely manner in order to
stay within the time parameters of this Agreement. Eco will assist in
procuring product from other suppliers to cover these non-deliveries.
Notwithstanding the forgoing, NEDAK shall not be obligated or subject
to any risk of non-delivery to the extent the terms of any contract
that Eco is party to are different than the Purchase Contract between
Eco and NEDAK.
(c) If any party terminates this Agreement for any reason, both parties
will be responsible to complete any existing written Purchase
Contracts.
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(d) Each Eco purchase from NEDAK shall be concluded through either a Fixed
Purchase Price Offer as set forth in Exhibit D or a Proposed Purchase
Price Offer as set forth in Exhibit E, and either form shall be
completed prior to the transaction being finalized.
8. Separability and Non-liability. The services, contracts and relationships
between NEDAK and Eco are independent and separable.
9. Confidentiality Agreement. The parties agree, to the extent permitted by
law, to preserve and protect the confidentiality of the Agreement. Both
parties recognize that federal or state law may require the filing of the
Agreement with, or the furnishing of information to, governmental
authorities or regulatory agencies and investors, financing parties and
similar others. Both parties further recognize the need, from time to time,
for the submission of the Agreement to affiliates, consultants, or
contractors performing work on, or related to, the subject matter of the
Agreement. NEDAK and Eco agree to allow the submission of the Agreement to
investors, financing parties, affiliates, consultants, or contractors if
such parties agree to protect the confidentiality of the Agreement. In the
event either party is of the opinion that applicable law requires it to
file the Agreement with, or to disclose information related to the
Agreement (other than information required by laws and regulations in
effect as of the date hereof to be furnished in periodic reports to
governmental authorities) to, any judicial body, governmental authority or
regulatory agency, that party shall so notify the other party in writing
prior to the disclosure or filing of the Agreement and shall take
reasonable steps to protect the confidentiality of this Agreement.
10. Public Disclosure. Any public announcements concerning the transaction
contemplated by this Agreement shall be approved in advance by Eco and
NEDAK, except for disclosures required by law, in which case the disclosing
party shall provide a copy of the disclosure to the other party prior to
its public release. The parties hereto acknowledge that NEDAK is required
to make periodic reports to its shareholders and to securities regulators,
which may include the terms of this Agreement, and the terms of Purchase
Contracts entered into pursuant to this Agreement. In accordance with
Section 9, NEDAK agrees to take all reasonable steps to protect the
confidentiality of any disclosure through such reports.
11. Solicitation. Subject to Section 2(b), NEDAK agrees not to contact or
interfere with, solicit, disrupt or attempt to disrupt relationships,
contractual or otherwise, between Eco and any of its' customers, employees
or vendors.
12. Terms and Termination.
(a) The initial term of this Agreement shall commence on the first day of
ethanol production and shall continue for two years. This Agreement
will automatically renew for an additional term of one year unless
NEDAK gives written notice at least four (4) months prior to the end
of the initial term.
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(b) Subject to Section 12(c), this Agreement may be terminated by NEDAK as
to Eco in the event of material breach of any of the material terms
hereof by such other party, by written notice specifying the breach,
which notice shall be effective fifteen (15) days after it is given
unless the receiving party cures the breach within such time. This
Agreement may be terminated by Eco as to NEDAK in the event of
material breach of any of the material terms hereof by NEDAK, by
written notice specifying the breach, which notice shall be effective
fifteen (15) days after it is given unless the receiving party cures
the breach within such time.
(c) In the event that Eco fails to make payment to NEDAK within two (2)
business days of the date due under any Purchase Contract, then NEDAK
may, without notice, immediately suspend delivery of ethanol under all
remaining Purchae Contracts. NEDAK may terminate this Agreement for
non-payment by Eco five (5) business days after notice to Eco
specifying the breach unless cured by Eco within such time.
(d) This Agreement may also be terminated immediately upon notice to the
other Party if (i) such other Party files a petition for adjudication
as a bankrupt, for reorganization or for an arrangement under any
bankruptcy or insolvency law; (ii) an involuntary petition under such
law is filed against such other Party and is not dismissed, vacated or
stayed within sixty (60) days thereafter; or (iii) such other Party
makes an assignment of all or substantially all of its assets.
(e) This Agreement may also be terminated between either party by the
mutual consent of both parties on such terms as the parties may agree.
(f) In addition to any other method of terminating this Agreement, Eco may
unilaterally terminate this Agreement at any time if such termination
shall be required by any regulatory authority, and such termination
shall be effective on the thirtieth (30th) day following the giving of
notice of intent to terminate.
13. Licenses, Bonds, and Insurance. Each party represents that it now has and
will maintain in full force and effect during the term of this Agreement,
at its sole cost, all necessary state and federal licenses, bonds and
insurance in accordance with applicable state or federal laws and
regulations.
14. Limitation of Liability. EACH PARTY UNDERSTANDS THAT NO OTHER PARTY MAKES
ANY GUARANTEE, EX PRESS OR IMPLIED, TO ANY OTHER OF PROFIT, OR OF ANY
PARTICULAR ECONOMIC RESULTS FROM TRANSACTIONS HEREUNDER. IN NO EVENT SHALL
ANY PARTY BE LIABLE FOR SPECIAL, COLLATERAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES FOR ANY ACT OR OMISSION COMING WITHIN THE SCOPE OF THIS AGREEMENT,
OR FOR BREACH OF ANY OF THE PROVISIONS OF THIS AGREEMENT, EVEN IF IT HAS
BEEN ADVISED
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OF THE POSSIBILITY OF SUCH DAMAGES. SUCH EXCLUDED DAMAGES INCLUDE, BUT ARE
NOT LIMITED TO, LOSS OF GOOD WILL, LOSS OF PROFITS, LOSS OF USE AND
INTERRUPTION OF BUSINESS.
15. Disclaimer. NEDAK understands and agrees that Eco makes no warranty
respecting legal or regulatory requirements and risks. NEDAK shall obtain
such legal and regulatory advice from third parties as it may deem
necessary respecting the applicability of legal and regulatory requirements
applicable to NEDAK business.
16. Indemnity. The Parties agree that they shall absolve, release and refrain
from seeking remedies against each other and their officers, agents,
employees, subcontractors and insurers for any and all losses, claims,
damages, costs, suits and liabilities for damage, deterioration of quality,
shrinkage in quantity, loss of grade or loss of ethanol resulting from the
inherent nature of transfer operations and the inherent nature of ethanol
provided that this in no way shall relieve the parties for their own
negligence, willful misconduct or theft. For the avoidance of doubt, in no
event shall NEDAK be responsible for deterioration of quality, shrinkage in
quantity, loss of grade or loss of ethanol after delivery to and acceptance
by Eco of such ethanol. Each party to this Agreement shall indemnify,
defend and hold the other harmless from claims, demands and causes of
action asserted against the other by any person (including without
limitation employees of either party) for personal injury or death, or for
loss of or damage to property resulting from the willful or negligent acts
or omissions of the indemnifying party. Where personal injury, death or
loss of or damage to property is the result of the joint negligence or
misconduct or the Parties hereto, the Parties expressly agree to indemnify
each other in proportion to their respective share of such joint negligence
or misconduct.
17. Nature of Relationship. Eco is an independent contractor providing services
to NEDAK. No employment relationship, partnership or joint venture is
intended, nor shall any such relationship be deemed created hereby. Each
party shall be solely and exclusively responsible for its own expenses and
costs of performance.
18. Notices. Any notices permitted or required hereunder shall be in writing,
signed by an officer duly authorized of the party giving such notice, and
shall either be hand delivered, or sent by facsimile, overnight courier or
U.S. mail. If mailed, notice shall be sent by certified, first class,
return receipt requested, mail to the address shown above, or any other
address subsequently specified by notice from one party to the other.
Notices shall be deemed delivered upon the earlier of actual receipt by the
other party or three business days after deposit into U.S. mail system.
19. Compliance With Governmental Controls. To the extent applicable, the
parties agree to comply with all laws, ordinances, rules, codes,
regulations and lawful orders of any federal, state or local government
authority applicable to the performance of the Agreement, including,
without limitation, those pertaining to the environment, safety, health,
social security, old age pension, wage hour laws, unemployment
compensation, non-discrimination on the basis of race, religion, color, sex
or national origin and affirmative action.
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20. New Or Changed Regulations. The parties enter the Agreement in reliance
upon the laws, rules, regulations, interpretations, decrees, agreements,
and concessions of, and arrangements (hereafter called "Regulations") with
governments or governmental instrumentalities in effect on the date of the
Agreement with respect to or directly or indirectly affecting the ethanol
to be delivered, including without limitation, production, gathering,
manufacturing, transportation, sale and delivery thereof insofar as said
Regulations affect Eco and their customers. In the event that at any time
subsequent to the date of the Agreement, any of said Regulations are
changed or new Regulations are promulgated whether by law, decree,
interpretation or regulation, or by response to the insistence or request
of any governmental authority or person purporting to act therefore, and
the effect of such changed or new Regulation (a) is or will not be covered
by any other provisions of the Agreement, or (b) has or will have an
adverse economic effect upon the parties to this Agreement or the suppliers
or customers of said parties, the parties shall have the option to request
renegotiation of the prices and other pertinent terms provided for in the
Agreement and their respective effective dates. Said option may be
exercised by Eco at any time alter such changed or new Regulation is
promulgated by giving notice of the exercise of its option to renegotiate
prior to the time of delivery of ethanol or any part thereof. Such notice
shall contain the new prices and terms desired by agreement of Eco and
NEDAK. If the parties do not agree upon new prices and terms satisfactory
to both parties within ten (10) days after such notice is given, Eco shall
have the right to terminate the Agreement at the end of said ten (10) day
period.
21. General.
(a) This Agreement is the entire understanding of the parties concerning
the subject matter hereof, and it may be modified only in writing
signed by the parties.
(b) If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
(c) No party shall be liable for any failure to perform any or all of the
provisions of this Agreement if and to the extent that performance has
been delayed or prevented by reason of any cause beyond the reasonable
control of such party. The expression "cause beyond the reasonable
control" shall be deemed to include, but not be limited to: acts,
regulations, laws, or restraints imposed by any governmental body;
wars, hostilities, sabotage, riots, or commotions; acts of God; or
fires, frost, storms, or lightning.
(d) This Agreement is not intended to, and does not, create or give rise
to any fiduciary duty on the part of any party to any other.
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(e) No action, regardless of its nature or form, arising from or in
relation to this Agreement may be brought by either party more than
two (2) years after the cause of action has arisen, or, in the case of
an action for nonpayment, more than two (2) years from the date the
last payment was due. Venue for any action arising from or in relation
to this Agreement shall be in Atkinson, Nebraska.
(f) This Agreement is governed by and shall be construed under the laws of
the State of Nebraska.
(g) This Agreement shall be binding upon and inure to the benefit of the
parties and the successors and assigns of the entire business and
goodwill of Eco or NEDAK, but shall not be otherwise assignable
without the express consent of the other party, except that Eco or
NEDAK may assign its rights and duties under this Agreement in
connection with the sale, merger, exchange or acquisition of all or
substantially all of the assets or stock of Eco or NEDAK, and either
may assign its rights and duties under this Agreement to another
company controlling or controlled by or under common control with such
party, all without having to obtain the express written consent of the
other party. Notwithstanding the forgoing, Eco acknowledges and
consents to the assignment of NEDAK's rights under this Agreement in
connection with obtaining financing for construction and operation of
the plant and Eco further agrees that this Agreement shall be
assignable to third parties by such creditors under the terms of the
related credit documents without consent of Eco.
(h) This Agreement shall be binding upon NEDAK and this above referenced
plant in the event that the name, NEDAK is later changed to any name
in the alternative. A change in name does not void, nor make this
Agreement voidable.
DATED AND EXECUTED AS OF THIS 15th DAY OF November , 2006
-------------------
NEDAK Ethanol, LLC
BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------
Eco-Energy Inc.
BY:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
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EXHIBIT A
Ethanol
Eco shall purchase 100% of the production of ethanol of NEDAK's plant on the
following terms:
1. Eco will pay Wednesday of each week for the shipments made by Friday of
the previous week upon receipt of Invoice, ▇▇▇▇ of Lading, Return ▇▇▇▇
of Lading, and Certificate of Analysis. All paperwork for the previous
week's shipments must be received by 12:00 noon Sunday.
2. NEDAK is responsible for any and all of their local, state and federal
tax liabilities.
3. Eco will provide scheduling and marketing for ethanol produced.
4. Eco will be responsible for receivables risk on ethanol.
5. Eco reserves the right to refuse business to anyone due to credit and
market risk unless Section 2(b) of the Agreement has been triggered.
6. NEDAK shall meet or exceed all specifications for E-grade denatured
fuel ethanol as well as any changes in fuel ethanol industry standards
that might occur after the execution of this Agreement. (EXHIBIT C)
7. NEDAK will keep Eco informed on production forecasts, as well as daily
plant inventory balances.
8. On all truck shipments title and risk of loss of the ethanol will pass
at the loading flange between the plant and the truck. Unless otherwise
specified Eco is purchasing all ethanol on a FOB plant basis.
9. NEDAK will provide a minimum of 10 days storage on the NEDAK site.
10. NEDAK must have meters that measure both gross and net 60 degrees
Fahrenheit temperature corrected gallons.
11. Eco shall deduct all unavoidable costs such as government tariffs or
assessment fees, sales taxes, import/export handling fees, assessments,
inspection fees, or any other costs that has been approved by NEDAK
board of directors.
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EXHIBIT B
Eco Transportation Services
1. Eco and NEDAK will mutually agree as to the number of railcars needed
and their respective lease rates, provided that Eco shall be
responsible for negotiating such leases.
2. The leases of such railcars shall be in the name of Eco.
3. All lease charges will be passed through from Eco to NEDAK upon receipt
of invoice from the leasing company.
4. Upon NEDAK's receipt of invoice from Eco the amount of the invoice will
be subtracted from Eco's next Wednesday payment to NEDAK for Ethanol
purchases unless otherwise communicated by NEDAK that the amount of the
invoice will be remitted by wire transfer within five (5) business days
from invoice date.
5. If this Agreement is cancelled for may reason, NEDAK will be
responsible to take over all rail contracts.
6. Eco will negotiate rail rates on behalf of NEDAK.
7. All rail contracts will be in the name of NEDAK, or any name later
chosen in the alternative.
8. NEDAK will invoice Eco for rail freight along with a copy of the actual
railroad invoice. (This amount will be paid the following Wednesday
upon receipt of invoice.)
9. Eco will purchase all gallons on an FOB plant basis.
10. Eco will supply tracks.
11. NEDAK will be responsible for all costs associated with a rail
transload facility.
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Exhibit C>
Ethanol Specification Standards>
-------------------------------------------------------------------------------------------------------------------------------
Specification Limit
Property Test Method Magellan
-------------------------------------------------------------------------------------------------------------------------------
Apparent Proof, 60F Hydrometer min. 200
max. 203
-------------------------------------------------------------------------------------------------------------------------------
Fuel Ethanol Content, volume% ASTM D5501 Min. 95
max. 98 excluding water
-------------------------------------------------------------------------------------------------------------------------------
Ethanol, volume % ASTM D5501 min. 95
max. 98 excluding water
-------------------------------------------------------------------------------------------------------------------------------
Methanol, volume % ASTM 5501 min. 92.1%
-------------------------------------------------------------------------------------------------------------------------------
Denaturant Content, volume % min. 1.96%
max. 4.74
-------------------------------------------------------------------------------------------------------------------------------
Water, mass % ASTM E-203 or E-1064 max. 0.82*
-------------------------------------------------------------------------------------------------------------------------------
Solvent Washed Gum, mg/100ml ASTM D381 max 5
-------------------------------------------------------------------------------------------------------------------------------
Inorganic Chloride, mg/L ASTM D512 Proc. G max. 32
-------------------------------------------------------------------------------------------------------------------------------
Copper Content, mg/kg ASTM D1688 Method A max. 0.08
-------------------------------------------------------------------------------------------------------------------------------
Acidity, mass % ASTM D1613 max. 0.007
-------------------------------------------------------------------------------------------------------------------------------
pHe ASTM D6423 min. 6.5
max. 9.0
-------------------------------------------------------------------------------------------------------------------------------
Appearance Visibly free of suspended and/or
settlement contaminants. (Clear &
Bright)
-------------------------------------------------------------------------------------------------------------------------------
Sulfur, ppm max ASTM D5453-93 10
-------------------------------------------------------------------------------------------------------------------------------
Sulfate, ppm max ASTM D5837 1.00
ASTM D6174 mod.
ADM Proprietary
-------------------------------------------------------------------------------------------------------------------------------
Benzene, vol% max ASTM D5580-95 - Test results of 0.06
a sample of the denaturant
multiplied by 0.0476
-------------------------------------------------------------------------------------------------------------------------------
Olefins, vol% max ASTM D6550-00 - Test results of 0.5
a sample of the denaturant
multiplied by 0.0476
-------------------------------------------------------------------------------------------------------------------------------
Aromatics, vol% max ASTM D5580-95 - Test results of 1.7
a sample of the denaturant
multiplied by 0.0476
-------------------------------------------------------------------------------------------------------------------------------
California Denaturant Standards
-------------------------------------------------------------------------------------------------------------------------------
Specification Limit
Property Test Method Magellan
-------------------------------------------------------------------------------------------------------------------------------
Benzene, vol% max ASTM D5580-95 1.1
-------------------------------------------------------------------------------------------------------------------------------
Oelfins, vol% max ASTM D6550-00 (modified) 10
-------------------------------------------------------------------------------------------------------------------------------
Aromatics, vol% max ASTM D5580-95 35
-------------------------------------------------------------------------------------------------------------------------------
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EXHIBIT D
ECO-ENERGY, INC.
FIXED ETHANOL PURCHASE CONTRACT
Dated: _____________________, 20___
ECO hereby submits this Purchase Contract for Ethanol to NEDAK Ethanol, LLC
pursuant to that certain Ethanol Marketing Contract between ECO and NEDAK dated
as of ___________________, 200__ (as the same may be amended, the "Agreement").
1. Aggregate Gallons of Ethanol: _____________________ gallons
2. Pick Up Dates for Ethanol (strike out all that do not apply):
(a) ______________ gallons of Ethanol on the _____ day of each month
commencing on _____________, ________ and continuing up to and
including _____________, ______.
(b) _____________ gallons of Ethanol on each of _______________,
______; ______________, ______; _______________, ______; and
_______________, ______.
(c) All of the Ethanol on _______________, ______.
(d) Other: __________________________________.
3. Minimum Purchase Price for Ethanol: ____________________
4. Time Period for Acceptance of this Purchase Contract (the "Acceptance
Period"): _____________________________.
This Purchase Contract is irrevocable for the Acceptance Period or
until the time at which this Purchase Contract becomes a Rejected
Purchase Contract as provided in the Agreement. ECO does not, however,
have a binding obligation to purchase any Ethanol pursuant to this
Purchase Contract unless ECO is able to enter into an agreement with a
third party for the sale of the Ethanol by ECO to such third party
within one (1) day of NEDAK's acceptance of this Purchase Contract.
This Purchase Contract is subject to acceptance by NEDAK as provided in
the Agreement and is otherwise tendered and made subject to and upon
all of the terms and conditions of the Agreement.
ECO-ENERGY, INC.
By: ____________________________
Name: __________________________
Title: ___________________________
Date: ___________________________
E-Mail Address: __________________
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ACCEPTANCE OR REJECTION
This Purchase Contract is accepted/rejected (strike out and initial the
one that does not apply) by NEDAK, subject to and upon all of the terms and
conditions of the Agreement.
NEDAK ETHANOL, LLC.
By: ________________________________
Name: ______________________________
Title: _______________________________
Date: _________________________, 20___
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EXHIBIT E
ECO-ENERGY, INC.
POSTED PRICE ETHANOL PURCHASE CONTRACT
Dated: _____________________, 20___
ECO hereby submits this Purchase Contract for Ethanol to NEDAK Ethanol
pursuant to that certain Ethanol Marketing Contract between ECO and NEDAK dated
as of ___________________, 200__ (as the same may be amended, the "Agreement").
1. Maximum Aggregate Gallons of Ethanol: _____________________ gallons
2. Pick Up Dates for Ethanol (strike out all that do not apply):
(a) ______________ gallons of Ethanol on the _____ day of each month
commencing on _____________, ________ and continuing up to and
including _____________, ______.
(b) _____________ gallons of Ethanol on each of _______________,
______; ______________, ______; _______________, ______; and
_______________, ______.
(c) All of the Ethanol on _______________, ______.
(d) Other: __________________________________.
3. Minimum Purchase Price for the Ethanol (the "Posted Price"):
____________________
4. Time Period Over Which the Posted Price Will Be Effective (the "Posted
Price Sales Period"): _____________________________.
5. Time Period for Acceptance of this Purchase Contract (the "Acceptance
Period"):______________________________.
This Purchase Contract is irrevocable for the Acceptance Period or
until the time at which this Purchase Contract becomes a Rejected
Purchase Contract as provided in the Agreement. ECO does not, however,
have a binding obligation to purchase any Ethanol pursuant to this
Purchase Contract unless and until ECO enters into an agreement with a
third party for the sale of the Ethanol by ECO to such third party
during, and for pick-up by ECO during, the Posted Price Sales Period.
This Purchase Contract is subject to acceptance by NEDAK as provided in
the Agreement and is otherwise tendered and made subject to and upon
all of the terms and conditions of the Agreement.
ECO-ENERGY, INC.
By: ____________________________
Name: __________________________
Title: ___________________________
Date: ___________________________
E-mail Address: __________________
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ACCEPTANCE OR REJECTION
This Purchase Contract is accepted/rejected (strike out and initial the
one that does not apply) by NEDAK, subject to and upon all of the terms and
conditions of the Agreement.
NEDAK, LLC
By: ________________________________
Name: ______________________________
Title: _______________________________
Date: _________________________, 20___
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