Exhibit 10.14


 





 


AGENCY
AUTHORIZATION AGREEMENT


 


Ethanol Grain Processors, LLC (“Client”), in
Obion, Tennessee, desires to engage the services of U.S. Energy Services, Inc.
(“U.S. Energy”) to manage its energy supplies for its facilities.


 


Client and U.S. Energy agree on the following
terms and conditions:


 


1.               APPOINTMENT OF U.S. ENERGY AS
CLIENT’S AGENT – Client
agrees to appoint U.S. Energy as its agent, for purposes of managing its energy
supplies for its facilities referred to above. 
U.S. Energy accepts its appointment as Client’s agent for these
purposes.


 


2.               LIMITATIONS ON THE AUTHORITY OF
U.S. ENERGY – U.S. Energy
has the authority to deal with third parties on behalf of Client, in connection
with energy-related matters, in its capacity as Client’s agent.


 


3.               COMMUNICATION AND INFORMATION
SHARING – U.S. Energy shall
keep Client fully informed on a regular basis with regard to U.S. Energy’s
activities as the manager of Client’s energy supplies.   At the request of Client, U.S. Energy shall
immediately provide Client with any and all or other information related to
U.S. Energy’s activities as the manager of Client’s energy supplies.


 


4.               RELEASE OF ENERGY
CONSUMPTION RECORDS AND BILLS – This Agency Agreement serves as authorization for the release of Client’s
energy consumption records and bills from utilities, pipelines and suppliers to
U.S. Energy.


 


5.               TERM – This Agreement shall begin upon execution of
the Agreement.  Either party shall have
the right to terminate this Agreement for any reason, with 30 days notice in
writing, without recourse to the other party. 
Client shall remain responsible for payment and performance associated
with any and all transportation, supply, and storage transactions entered into
by U.S. Energy and authorized by Client, prior to termination.


 


6.               SERVICES – U.S. Energy shall perform the following
services for Client:


 


(a)                                  Solicit bids for, negotiate, execute and
administer energy supply contracts. 
Administration of said contracts shall include:


•                  Placing
daily and monthly nominations


•                  Reviewing
invoices for accuracy and approving for payment


•                  Providing
timely notices


 

















 


(b)                                 Negotiate, execute and administer interstate
transportation contracts.  Administration
of said contracts shall include:


•                  Providing
daily and monthly nominations


•                  Receiving
curtailment notifications


•                  Managing
daily and monthly imbalances


•                  Requesting
and negotiating pipeline taps


•                  Reviewing
invoices for accuracy and approving for payment


•                  Providing
timely notices


 


(c)                                  Negotiate, execute and administer LDC
transportation contracts.  
Administration of said contracts shall include:


•                  Providing
daily and monthly nominations


•                  Receiving
curtailment notifications


•                  Managing
daily and monthly imbalances


•                  Reviewing
invoices for accuracy and approving for payment


•                  Negotiating
and resolving all discrepancies including imbalances


•                  Providing
timely notices


 


(d)                                 Perform other related services requested by
Client.


 


7.               CONFIDENTIALITY –


 


(a)                                Nondisclosure - U.S. Energy shall not divulge to any other
person or party any information developed by U.S. Energy hereunder or revealed
to U.S. Energy pursuant to this Agreement, unless such information is (a)
already in U.S. Energy’s possession if such information is not known by U.S.
Energy to be subject to another Confidentiality Agreement, or (b) is or becomes
generally available to the public other than as a result of an unauthorized
disclosure by U.S. Energy, its officers, employees, directors, agents or its
advisors, or (c) becomes available to U.S. Energy on a non-confidential basis
from a source which is not known to be prohibited from disclosing such
information to U.S. Energy by legal, contractual or fiduciary obligation to the
supplier, or (d) is required by U.S. Energy to be disclosed by court order, or
(e) is permitted by Client.  All such
information shall be and remain the property of Client unless such information
is subject to another Confidentiality Agreement, and upon the termination of
this Agreement, U.S. Energy shall return all such information upon Client’s
request.


 


(b)                                 Protection of Information about
Client - U.S. Energy agrees
to inform its employees who work with Client of the requirements of this
Section.  U.S. Energy also agrees to
protect information


 


2

















 


about Client with the same
degree of diligence that U.S. Energy uses to protect its own confidential
information.


 


ENTIRE AGREEMENT – This Agreement constitutes the entire
agreement among the parties pertaining to the subject matter hereof and supersedes
all prior Agreements and understanding pertaining hereto.


 


 


	
  Agreed to and Accepted by:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Ethanol Grain Processors, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ James
  K. Patterson

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  James K.
  Patterson

  	
   

  
	
  (Print)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  November 29, 2005

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  U.S. Energy Services, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Gail McMinn 

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Gail McMinn 

  	
   

  
	
  (Print)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Vice President 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  11-30-05

  	
   

  
								



 


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