Exhibit 10.6





Exhibit 10.6




SYSTEM EXTENSION or MODIFICATION GUARANTEE AGREEMENT




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:




	1.	 	Company agrees in accordance with the applicable tariffs, rules, regulations of the Company
and the Illinois Commerce Commission, now in effect and as amended from time to time, to make
available to Customer three phase electric service by extending its electrical distribution
system to the Customer premises located at:





	 	 	 	 	 	 	 
	Address:

	 	202 N Jordan Dr                    
	 	Account #:
	 	TBD                                        
	 

	 	Gibson City, IL 60936
 _____ 


	 	Premise #
	 	TBD                                        
	 

	 	 	 	DOJM WR/Contract #
	 	1NPR085671                    







	2.	 	Company and Customer agree that Customer’s cost for the extension of electric distribution
service shall be based on the following:





	 	 	 	 	 	 	 	 	 
	•
	 	Estimated Cost for Extension or Modification	 	(Amount A)	 	$	1,393,604.00	 
	•
	 	Required Non-refundable Advance Contribution	 	(Amount B)	 	$	1,150,259.00	 
	•
	 	Amount Subject to Guarantee [Amount A – Amount B]	 	(Amount C)	 	$	243,345.00	 
	•
	 	Monthly Guarantee Charge [Amount C divided by 36]	 	(Amount D)	 	$	6,759.58	 
	•
	 	Present Average Monthly Charge for Delivery Service	 	(Amount E)	 	$	0	 
	 	 	[Sum of the actual or computed Monthly Delivery Service Charges from Customer’s Last 12 Delivery Service Bills divided by 12]
	•
	 	Required Monthly Amount [Sum of Amounts D and E]	 	(Amount F)	 	$	6,759.58	 
	•
	 	Total Required Amount [Amount F times 36]	 	(Amount G)	 	$	243,345.00	 







“Delivery Service” as used in the above calculations includes the Distribution Delivery Charge
from the appropriate delivery service tariff only.




	3.	 	During the three years of this Agreement, Customer shall pay Company, whether or not service
is used, the following monthly amounts:






	 	a.	 	If the total monthly charge for electric Delivery Service used at the Customer’s
premises is less than Amount F above, then Customer shall have a Deficient Payment of the
difference between Amount F and the actual monthly charge for Delivery Service added to
their actual bill.






	 	b.	 	If the total monthly charge for electric Delivery Service used at the Customer’s
premises equals or exceeds Amount F above, then Customer shall pay their actual bill. The
amount of the monthly Delivery Service charge that exceeds amount F shall be termed an
Excess Payment






	4.	 	The term of this Agreement shall be for 3 years commencing with the fourth billing period
after the Extension or Modification for permanent service becomes available for Customer’s use
at Customer’s premise. If Customer has not paid the sum of Amount C and the actual monthly
billed delivery service charges by the end of this Agreement, Customer will be billed any
outstanding amounts due in the 36th month.






	5.	 	At any time, should Customer’s total monthly payments under this Agreement equal or exceed
Amount G above, the Customer will have satisfied the requirements of this Agreement and no
additional Deficiency Payments will be collected. Previously collected Deficiency Payments
will be credited back for the remaining term of the contract on each monthly bill for any
additional Excess Payments that would otherwise be collected. If all Deficiency Payments are
refunded prior to the end of the 3 year term, the agreement will terminate and the account
will bill normally. Ameren will keep any Deficiency Payments that have not been refunded at
the end of the 3 year term.






	6.	 	Customer agrees that should Customer cease operation of its business at Customer’s premises
in the normal and usual course of business prior to termination of this Agreement, Customer
shall promptly pay Company the actual cost for the Company to remove the facilities, and the
sum of $6,759.58 (Amount D) for each month less than the 3 year term guarantee period that
service was taken by Customer from Company at Customer’s premises.






	7.	 	All amounts referred to above are exclusive of taxes and other similar charges. Interest
shall not be applied to any excess payments nor shall interest be refunded.






	8.	 	Company shall not be obligated to extend its distribution system to supply service to said
premises until arrangements for extension of service to other customers to be served from the
extension are completed and until Company has secured all necessary easements, license and
permits and right-of-way has been cleared of all trees or other obstructions.






	9.	 	Customer further agrees to provide, upon request by Company, a “Letter of Credit” or “Payment
Bond” for the entire term of this Agreement to assure payment of the Customer’s obligations as
set forth herein. The “Letter of Credit” or “Payment Bond” may be reduced annually by the
actual or calculated Delivery Service Revenue and Deficiency Payments received by Company the
previous year.






	10.	 	This Agreement shall be not be assigned without the consent of the Company., which consent
will not be unreasonably withheld. If assigned, the Agreement shall be binding on the
Customer’s successors and assigns.





	 	 	 	 	 	 	 	 	 
	Customer:	 	One Earth Energy	 	 	 	Central Illinois Public Service Company d/b/a AmerenCIPS
	By:

	 	/s/ Steven Kelly
	 	 	 	By:
	 	/s/ Mark Harbaugh
	 

	 	 
	 	 	 	 	 	 
	Printed Name:

	 	Steven Kelly
	 	 	 	Printed Name:
	 	Mark Harbaugh
	Title:

	 	President
	 	 	 	Title:
	 	Manager
	 

	 	 	 	 	 	Division:
	 	Division IV
	 

	 	 	 	 	 	Operating Center:	 	 
	 

	 	 	 	 	 	 	 	 






 












 





AMENDMENT TO GAS/ELECTRIC AGREEMENTS WHEN DEPOSIT SECURITY IS

REQUIRED FOR ONE OF THE FOLLOWING:

1) LINE EXTENSION AGREEMENT

2) SYSTEM EXTENSION OR MODIFICATION GUARANTEE AGREEMENT




Whereas, One Earth Energy (herein “Customer”) and AmerenCIPS, an Illinois corporation, (herein
“Company”) (Collectively, the “Parties”) have entered into an Electric Line Extension Agreement or
System Extension or Modification Guarantee Agreement (herein “Agreement”) associated with DOJM work
request number 1NPR085671 dated 21st day of January, 2008 and Customer desires to satisfy the
deposit requirement contained in the Agreement with an irrevocable standby letter of credit or a
payment bond, it is agreed as follows:




	 	1.	 	Customer shall provide the Company with an irrevocable standby letter of credit or a
payment bond from a financial institutions that is acceptable to the Company and in a form
acceptable to the Company (both in the Company’s sole discretion) in satisfaction of the
deposit requirement;






	 	2.	 	Customer shall keep an irrevocable standby letter of credit or a payment bond in force
and effect during the entire term of the Agreement, provided however, Customer may replace
an irrevocable standby letter of credit or a payment bond with a cash deposit.






	 	3.	 	In the event the Customer fails to have in effect at any time a standby letter of
credit, payment bond or a cash deposit, Customer shall be in default and all payments due
and owing under the Agreement shall be become immediately due and payable.






	 	4.	 	As long as the Customer satisfies the deposit requirement with an irrevocable standby
letter of credit or payment bond, Customer shall not be entitled to any refund under the
terms of the Agreement; provided however, Customer shall be entitled to reduce the amount
of any irrevocable standby letter of credit or payment bond, or cash deposit by the amount
of refund Customer would have received under the Agreement had Customer made a cash
deposit. In no event shall the Customer’s refund exceed the amount of the actual cash
deposit held by the Company.





Effective this 25th day of February, 2008.



	 	 	 	 	 	 	 	 	 
	Customer: One earth Energy	 	 	 	AmerenCIPS
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Steven Kelly
	 	 	 	By:
	 	/s/ Steve Bruner
	 

	 	 
	 	 	 	 	 	 
	 

	 	Customer Signature
	 	 	 	 	 	AmerenCIPS Representative
	 

	 	 	 	 	 	 	 	Steve Bruner
	 
	Title: President	 	 	 	Title: Industrial Engineer







 












 







Larry Brees




	 	 	 
	From:

	 	Zafar Rizvi [zrizvi@rexstores.com]
	Sent:

	 	Tuesday, November 24, 2009 2:55 PM
	To:

	 	Larry Brees
	Subject:

	 	FW: Ameren Letter of Credit






Zafar Rizvi

Vice President

REX Stores Corporation,

President

Farmers Energy Inc.

2875 Needmore Road

Dayton, Ohio 45414

Office (937) 276-3931

Fax (937) 276-8643




From: Savage, Fallon [mailto:fsavage@fnni.com]

Sent: Tuesday, November 24, 2009 3:01 PM

To: Steve Kelly; Zafar Rizvi

Subject: Ameren Letter of Credit




FNBO had issued a $243,345 letter of credit to One Earth to Ameren CIPS. This expires February 26,
2010. Ameren requires a 60 day notice period of expiration, therefore if we are to terminate the
LC we need to let them know by December 16.



Ameren required FNBO at the time of issuance to confirm our letter of credit. Essentially what
this means, is that due to FNBO’s Moody rating, Ameren is requiring another bank to confirm that
our letter of credit is credit worthy. We currently work with Comerica to confirm this LOC.
Comerica has notified us that to confirm the letter of credit on February 26, 2010, they will be
charging 145 bps to do that; they currently charge 50 bps. Typically this fee is passed on to the
customer if the beneficiary requires a confirming bank. When we issued the initial LOC I
negotiated with our global area that we would still charge One Earth 2% rather than 2.5%, so
essentially FNBO absorbs the confirmation fee.



Upon notice of the increase in the confirmation fee, FNBO is unable to absorb the increase. This
would cause us to lose money on the issuance. One Earth has a couple of options:



1) Pay the additional 95 bps confirmation fee which = $2,312 additional fee for the LOC




2) Terminate the LOC and negotiate a different credit security instrument with Ameren



I discussed finding another confirming bank but it is my understanding that this is what all
confirming banks are charging. I apologize for the inconvenience, and wish I had another solution,
but at this time am limited. Let me know what you what to do. Thanks.




 


1









 







One Earth Energy, LLC

Ameren CIPS Letter of Credit




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	PROPOSED	 	 	CURRENT	 	 	 	 
	DATE	 	AMOUNT PAID	 	 	BALANCE	 	 	LOC FEES @ 2.95%	 	 	LOC FEES @ 2.0%	 	 	 	 
	 
	 	 	 	 	 	$	243,345.00	 	 	$	405.58	 	 	$	405.58	 	 	 	 	 
	Aug-09
	 	$	6,759.58	 	 	 	236,585.42	 	 	 	394.31	 	 	 	394.31	 	 	 	 	 
	Sep-09
	 	 	6,759.58	 	 	 	229,825.84	 	 	 	383.04	 	 	 	383.04	 	 	 	 	 
	Oct-09
	 	 	6,759.58	 	 	 	223,066.26	 	 	 	371.78	 	 	 	371.78	 	 	 	 	 
	Nov-09
	 	 	6,759.58	 	 	 	216,306.68	 	 	 	360.51	 	 	 	360.51	 	 	 	 	 
	Dec-09
	 	 	6,759.58	 	 	 	209,547.10	 	 	 	349.25	 	 	 	349.25	 	 	 	 	 
	Jan-10
	 	 	6,759.58	 	 	 	202,787.52	 	 	 	337.98	 	 	 	337.98	 	 	 	 	 
	Feb-10
	 	 	6,759.58	 	 	 	196,027.94	 	 	 	481.90	 	 	 	326.71	 	 	 	 	 
	Mar-10
	 	 	6,759.58	 	 	 	189,268.36	 	 	 	465.28	 	 	 	315.45	 	 	 	 	 
	Apr-10
	 	 	6,759.58	 	 	 	182,508.78	 	 	 	448.67	 	 	 	304.18	 	 	 	 	 
	May-10
	 	 	6,759.58	 	 	 	175,749.20	 	 	 	432.05	 	 	 	292.92	 	 	 	 	 
	Jun-10
	 	 	6,759.58	 	 	 	168,989.62	 	 	 	415.43	 	 	 	281.65	 	 	 	 	 
	Jul-10
	 	 	6,759.58	 	 	 	162,230.04	 	 	 	398.82	 	 	 	270.38	 	 	 	 	 
	Aug-10
	 	 	6,759.58	 	 	 	155,470.46	 	 	 	382.20	 	 	 	259.12	 	 	 	 	 
	Sep-10
	 	 	6,759.58	 	 	 	148,710.88	 	 	 	365.58	 	 	 	247.85	 	 	 	 	 
	Oct-10
	 	 	6,759.58	 	 	 	141,951.30	 	 	 	348.96	 	 	 	236.59	 	 	 	 	 
	Nov-10
	 	 	6,759.58	 	 	 	135,191.72	 	 	 	332.35	 	 	 	225.32	 	 	 	 	 
	Dec-10
	 	 	6,759.58	 	 	 	128,432.14	 	 	 	315.73	 	 	 	214.05	 	 	 	 	 
	Jan-11
	 	 	6,759.58	 	 	 	121,672.56	 	 	 	299.11	 	 	 	202.79	 	 	 	 	 
	Feb-11
	 	 	6,759.58	 	 	 	114,912.98	 	 	 	282.49	 	 	 	191.52	 	 	 	 	 
	Mar-11
	 	 	6,759.58	 	 	 	108,153.40	 	 	 	265.88	 	 	 	180.26	 	 	 	 	 
	Apr-11
	 	 	6,759.58	 	 	 	101,393.82	 	 	 	249.26	 	 	 	168.99	 	 	 	 	 
	May-11
	 	 	6,759.58	 	 	 	94,634.24	 	 	 	232.64	 	 	 	157.72	 	 	 	 	 
	Jun-11
	 	 	6,759.58	 	 	 	87,874.66	 	 	 	216.03	 	 	 	146.46	 	 	 	 	 
	Jul-11
	 	 	6,759.58	 	 	 	81,115.08	 	 	 	199.41	 	 	 	135.19	 	 	 	 	 
	Aug-11
	 	 	6,759.58	 	 	 	74,355.50	 	 	 	182.79	 	 	 	123.93	 	 	 	 	 
	Sep-11
	 	 	6,759.58	 	 	 	67,595.92	 	 	 	166.17	 	 	 	112.66	 	 	 	 	 
	Oct-11
	 	 	6,759.58	 	 	 	60,836.34	 	 	 	149.56	 	 	 	101.39	 	 	 	 	 
	Nov-11
	 	 	6,759.58	 	 	 	54,076.76	 	 	 	132.94	 	 	 	90.13	 	 	 	 	 
	Dec-11
	 	 	6,759.58	 	 	 	47,317.18	 	 	 	116.32	 	 	 	78.86	 	 	 	 	 
	Jan-12
	 	 	6,759.58	 	 	 	40,557.60	 	 	 	99.70	 	 	 	67.60	 	 	 	 	 
	Feb-12
	 	 	6,759.58	 	 	 	33,798.02	 	 	 	83.09	 	 	 	56.33	 	 	 	 	 
	Mar-12
	 	 	6,759.58	 	 	 	27,038.44	 	 	 	66.47	 	 	 	45.06	 	 	 	 	 
	Apr-12
	 	 	6,759.58	 	 	 	20,278.86	 	 	 	49.85	 	 	 	33.80	 	 	 	 	 
	May-12
	 	 	6,759.58	 	 	 	13,519.28	 	 	 	33.23	 	 	 	22.53	 	 	 	 	 
	Jun-12
	 	 	6,759.58	 	 	 	6,759.70	 	 	 	16.62	 	 	 	11.27	 	 	 	 	 
	Jul-12
	 	 	6,759.58	 	 	 	0.12	 	 	 	0.00	 	 	 	0.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	$	9,830.97	 	 	$	7,503.14	 	 	$	2,327.83