Exhibit 10.11**CONTRACT FOR ELECTRIC SERVICE****Between****PERENNIAL PUBLIC POWER DISTRICT****And****ADVANCED BIOENERGY, LLC**
 

 
**CONTRACT FOR ELECTRIC SERVICE**This **CONTRACT**is entered into this 25th day of April, 2006, between Perennial Public PowerDistrict, a public corporation and political subdivision of the State of Nebraska (**Perennial**), andAdvanced BioEnergy, LLC, a Delaware limited liability company (**ABE**), each sometimes hereinafterreferred to singularly as “Party” and collectively as the “Parties”. Perennial hereby agrees tosell and deliver to ABE and ABE agrees to purchase and receive from Perennial all of the electricpower and energy needed at the ABE ethanol production facility located in Section 36, Township 8North, Range 3 West in Fillmore County, Nebraska.**IN CONSIDERATION**of the terms hereinafter contained, IT IS AGREED:**1.** **SERVICE TO PREMISES** A. Perennial shall install, own and maintain the subtransmission line andsubstation facilities needed for permanent electric service. Service hereunder shallbe considered to be firm and shall be three-phase, alternating current, at sixty hertzand 12,470 volts. The Point of Delivery shall be at the point of attachments of theABE owned distribution circuits coming out of the substation.    According to the foregoing description of the characteristics of service, it is herebyunderstood that two transformers will be installed by Perennial in the substation, andeach shall have a base rating of 7.5 MVA. The Parties also agree that the maximumcapacity to be reserved and furnished to ABE is 7,500 kW per transformer, for a totalcapacity of 15,000 kW.  B. ABE shall not use the electric power and energy furnished hereunder as anauxiliary or supplement to any other sources of purchased power and shall not sell,transfer or assign electric power and energy purchased hereunder. However, nothingcontained in this contract prevents ABE from participating in Perennial’s EnergyCurtailment Program, or purchasing other power products from Perennial that becomeavailable from time to time. Monetary credits and/or charges for such products shallbe made
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   in accordance with the rate schedules established for the programs in which ABE choosesto participate.  C. Perennial is willing to install the required electric service facilities to ABEwith a Contribution-in-Aid-of-Construction from ABE, in an amount in which theactual cost of construction exceeds Perennial’s Allowable Investment Limit(AIL) of $812,394. The cost of construction shall include, but is not limited to thecost of labor, materials, transportation, overheads and right-of-way clearing. TheContribution-in-Aid-of-Construction shall be paid by ABE as follows: **•** $650,000 prior to placing the order for the substation transformers.  **•** The balance of the costs (estimated at $598,000) upon the completion of theconstruction of all facilities. D. Duly authorized representatives of Perennial shall be permitted to enter ABE’spremises at all reasonable times in order to maintain the facilities used to provideservice to ABE. In exercising its rights hereunder, Perennial shall follow ABE’srequirement for notifying ABE of such entry, and Perennial shall not unreasonablyinterfere with ABE’s operations. ABE agrees to grant Perennial all easement(s)reasonably necessary for Perennial to perform under the Contract if Perennial’sfacilities are on property owned by ABE.**2.** **SECURITY REQUIREMENT**   For security of monthly power and energy bills, ABE shall provide a prepayment equal to twomonth’s estimated revenue. The prepayment will not accrue interest and is only refundablein the event that ABE discontinues operations, at which time the prepayment would be appliedto the final bill.   In lieu of a prepayment, ABE may provide one of the following: **•** A Surety Bond approved by Perennial’s legal counsel.
 

 
 **•** An Irrevocable Letter of Credit from ABE’s bank equal to two month’sestimated revenue. ABE is required to maintain such Letter of Credit for aperiod of three (3) years from the date of the initial billing of power andenergy. However, if ABE’s account becomes delinquent during the three yearperiod, ABE shall extend such Letter of Credit for a period of three (3) yearsfrom the date of the last delinquency.  **•** Any other type of security arrangement approved by Perennial.**3.** **TERM**   This Contract shall become effective on the date first above written and shall remain ineffect for a term of five (5) years from the initial billing period and will be renewedautomatically thereafter on an annual basis unless terminated by either party giving to theother 12 months written notice. **4.** **PAYMENT**   ABE shall pay monthly charges to Perennial for service hereunder at the rates and upon theterms and conditions set forth in the rate schedule attached hereto and made a part of thisContract. The Parties expressly understand that Perennial’s rate schedule may change uponapproval of Perennial’s governing board.   Perennial shall pass through and ABE shall pay any applicable taxes levied on transactionsthereunder, except to the extent ABE provides Perennial with documentation acceptable toPerennial in its sole judgment establishing that ABE is exempt from the obligation to payall or any portion of taxes that Perennial is required to collect pursuant to law. **5.** **LIMITATION OF LIABILITY**   Perennial shall use reasonable diligence to provide a constant and uninterrupted supply ofelectric power and energy hereunder. Perennial does not guarantee that service will be freefrom, and Perennial shall not be liable for, interruptions, surges, voltage fluctuations ordisturbances.
 

 
  In no event shall Perennial be liable under any provision of this Contract for special,incidental, or consequential damages, including but not limited to, loss of profits, loss ofrevenue, loss of use of any property, cost of capital, cost of purchased power, cost ofsubstitute equipment, facilities or services, downtime costs, or claims of ABE for suchdamages, even if Perennial is expressly informed of the same. **6.** **INDEMNIFICATION**   Each party agrees to and shall defend, indemnify and hold harmless the other party, or itsrepresentatives, agents, or employees from and against all claims, demands, suits, actions,payments and judgments which arise out of or relate to this Contract and caused solely bythe negligent act or omission, willful misconduct, or other fault of any nature of theindemnifying party, its representatives, agents, or employees. **7.** **UNCONTROLLABLE FORCES**   Perennial shall not be liable for loss or damage from any failure to perform any of itscontractual obligations specified under this Contract because of Uncontrollable Forces,which are circumstances beyond Perennial’s control, or because an emergency situation ariseswhich affects Perennial’s ability to provide services to ABE under this Contract, andPerennial shall be temporarily relieved of its obligations under this Contract, and shallhave a reasonable period of time after termination of the Uncontrollable Force or emergencysituation to resume performance. **8.** **ASSIGNMENT OF CONTRACT**   This Contract shall be binding upon and inure to the benefit of the successors, legalrepresentatives and assigns of the respective Parties hereto, but no voluntary assignment ofthe Contract by ABE shall be made without the prior written consent of Perennial.
 

 
**9.** **SEVERABILITY**   If any provision of this Contract is held by a court of competent jurisdiction to beinvalid, void, or unenforceable, the remaining provisions will nevertheless continue in fullforce without being impaired or invalidated in any way. **10.** **GOVERNING LAW**   This Contract is deemed to have been effectively entered into in the State of Nebraska andit shall be interpreted and controlled by the laws of said State. The Parties agree thatany action arising out of or related to this Contract brought by ABE against Perennial shallbe brought only in the federal or state courts in the State of Nebraska.   **IN WITNESS WHEREOF**, the parties hereto have caused this Contract to be executed by theirduly authorized representatives, as of the effective date hereof.           PERENNIAL PUBLIC POWER DISTRICT       ATTEST:   By: /s/ Dean L. Due                 /s/ Herman P. Hirshfield    Title:   President            ADVANCED BIOENERGY, LLC       ATTEST:   By: /s/ Revis L. Stephenson III                  /s/ Donald Gales    Title  : Chairman, CEO