**Exhibit 10.1**

 

**SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS**

 

This agreement is entered into between Archer DanielsMidland Company (hereinafter “ADM”), and LSCP, LLLC. (hereinafter “LSCP”).

 

**WHEREAS,**Minnesota Corn Processors, LLC (hereinafter “MCP”) and LSCP were parties to a contractdated February 19, 2002 captioned “Ethanol Marketing Agreement”(hereinafter the “Marketing Agreement”) which provided that MCP was to purchasethe ethanol produced by LSCP for the purpose of marketing, selling anddistributing that ethanol, along with the ethanol produced by MCP; and

 

**WHEREAS,**ADM succeeded to the rights and obligations of MCP arising under the MarketingAgreement; and

 

**WHEREAS,**a dispute has arisen between ADM and LSCP regarding the actual price ADM is topay LSCP for all the ethanol it purchased from LSCP up to and including September 30,2005; and

 

**WHEREAS,**it is the desire of ADM and LSCP at this time to settle certain differences anddisputes between them, including all claims, charges, actions, causes of action,appeal rights, or disputed issues of law and fact that have been raised orcould be raised by either party except as set forth herein;

 

**NOW,THEREFORE,** in consideration of the foregoing and the paymentsand mutual promises set forth herein, the receipt and sufficiency of which areacknowledged by all parties, ADM and LSCP hereby agree as follows:

 

1.                                       **MUTUAL RELEASE OF CLAIMS. **Uponexecution of this Settlement Agreement, the parties on behalf of themselves andtheir shareholders, officers, directors, employees, agents, attorneys,representatives, divisions, parent corporations, subsidiary corporations and/oraffiliate corporations covenant not to sue and agree to release, remise, andforever discharge each other from any and all claims, actions, causes ofaction, suits, debts,

 

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agreements, promises,damages, judgments, liabilities, losses, expenses and demands whatsoever,direct or indirect, in law or in equity, whether known or unknown, matured ornot, which the parties may have had or presently have relating to theinclusion of gains and losses from gasoline index hedges in calculating theprice ADM is to pay LSCP under the Marketing Agreement up to and including September 30,2005.

 

2.                                       **SETTLEMENT OF ADM’s CLAIMS. **Uponthe execution of this Settlement Agreement, LSCP shall pay Three Million TenThousand Two Hundred Ninety-Seven dollars and thirty cents ($3,010,297.30) to ADM.

 

3.                                       **NO ADDITIONAL PAYMENTS OR CONSIDERATION.**The payments provided for in Section 2 above constitute the entiresettlement amounts that ADM will receive from LSCP in connection with anyreleased claim. No promise for additional or further monetary consideration hasbeen made by anyone subject to this Settlement Agreement.

 

4.                                       **LEGAL REPRESENTATION.**The parties acknowledgethat they are represented by legal counsel in connection with this matter, thatthey have discussed this Settlement Agreement with legal counsel, that they havecarefully read and fully understand all of the provisions of this Settlement Agreement,and represent that they are freely and voluntarily entering into this SettlementAgreement after having been fully advised by their own legal counsel of theirrights in this matter and of the scope and effect of this Settlement Agreement,based solely upon their own knowledge, belief and judgment, and not upon anyrepresentations made by the other party or anyone on its behalf, including,without limitation, the legal counsel of the other party.

 

5.                                       **GOVERNING LAW, JURISDICTION AND VENUE.**ThisSettlement Agreement shall be governed by and construed in accordance with thelaws of the State of Iowa.

 

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6.                                       **SUCCESSORS AND ASSIGNS.**The partiesagree that this Settlement Agreement will be binding upon their heirs,successors and assigns.

 

7.                                       **MISCELLANEOUS.**Words and phrasesshall be constructed as in the singular or plural number, and as masculine,feminine or gender neutral, according to the context.

 

8.                                       **ENTIRE AGREEMENT.**It is agreed thatthis Settlement Agreement and Release of Claims constitutes the entire and onlyagreement of LSCP and ADM and there are no other agreements not specificallyset forth herein.

 

**PLEASEREAD CAREFULLY. THIS SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS INCLUDES ARELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.**

** **

ARCHER DANIELS MIDLANDCOMPANY

 
| BY:                                   | /s/ Martin S. Lyons    |   | 2/17/06 |   |
|---------------------------------------|------------------------|--------|---------|--------|
|                                  |                   | Date   |    |
| Its:                                  | Sr V-P Corn Processing |   |    |
|                                  |                   |   |
| LITTLE SIOUX  CORN PROCESSORS, LLC as |                   |   |
| General Partner  of LSCP, LLLP        |                   |   |
|                                  |                   |   |
| BY:                                   | /s/ Stephen G. Roe     |   | 2-15-06 |   |
|                                  | Steve Roe              |   |
|                                  |                   | Date   |
|                                  |                   |   |
| CEO and  President of                 |                   |   |
| LITTLE SIOUX  CORN PROCESSORS, LLC    |                   |   |

 

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