Filed by Bowne Pure Compliance





Exhibit 10.1




TRICANTER PURCHASE AND INSTALLATION AGREEMENT 




THIS TRICANTER PURCHASE AND INSTALLATION AGREEMENT (“Agreement”) is made and entered into on this
27th day of June, 2008, by and between ICM, Inc., a Kansas corporation (“Seller”) and
Cardinal Ethanol, LLC, a(n) Indiana limited liability company (“Buyer”).



FOR AND IN CONSIDERATION of the mutual promises, covenants, agreements and payments set forth
herein, the sufficiency of which is hereby acknowledged, Seller and Buyer agree as follows:




	1.	 	Sale of Goods. Subject to the terms and conditions specified herein, Seller shall sell to
Buyer, and Buyer shall purchase from Seller the Tricanter Oil Separation System and any
optional equipment described on Exhibit “A” attached hereto (collectively, the “Equipment”).
“Equipment” shall also include start-up services and training by Seller with respect to the
Tricanter Oil Separation System.







	2.	 	Installation. At Buyer’s option as selected on Exhibit “A”, Seller shall install the
Equipment at Buyer’s ethanol plant located at 2 OMCO Square, Suite 201, Winchester, IN
47394. The installation services to be provided by Seller are set forth on Exhibit “B”
attached hereto. Seller shall install all Equipment in a workmanlike manner and in compliance
with applicable laws, regulations and ordinances in effect as of the date of this Agreement.
Installation shall begin on 08 Sept 08 and continue thereafter until completed.
Seller estimates that the installation shall take approximately thirty (30) days for
installation of the Tricanter skid and one hundred ten (110) days for installation of the tank
farm (if applicable). In the event that Buyer fails to timely obtain applicable governmental
permitting, including, without limitation, the amended air permit, the parties will mutually
agree on a new date to begin the installation services. Buyer shall make the ethanol plant
available to Seller during the pendency of installation services. The parties acknowledge
that the installation of the Equipment may require the evaporation section of the ethanol
plant be shutdown for a period of time, not to exceed twelve (12) hours. Buyer agrees to
shutdown the evaporation section of the plant in conformance with Seller’s request upon three
(3) days’ prior written notice to Buyer. Seller agrees to use its reasonable commercial
efforts to minimize the amount of time that the evaporation section is shutdown.







	3.	 	Purchase Price. The purchase price which Buyer shall pay to Seller for the Equipment is set
forth on Exhibit “A” (“Purchase Price”). The Purchase Price consists of (i) a fixed price for
the Equipment and installation of the Tricanter Oil Separation System and the tank farm (if
selected), and (ii) a time and materials price for the installation of the piping and wiring
connecting the Tricanter Oil Separation System to the tank farm. The Purchase Price is
inclusive of all sales, use and excise taxes.







	4.	 	Terms of Payment. The fixed component of the Purchase Price shall be payable by Buyer as
follows: (i) fifty percent (50%) of the Purchase Price shall be due and payable on the date
this Agreement is signed by Buyer; (ii) forty percent (40%) of the Purchase Price shall be
invoiced to Buyer upon delivery of the Tricanter skid to the plant site; and (iii) ten percent
(10%) of the Purchase Price shall be invoiced to Buyer upon the completion of performance test
described in Paragraph 5 below. Invoices shall be payable within thirty (30) of receipt by
Buyer. The time and materials component of the Purchase Price will be invoiced upon
completion, which invoice shall be payable net thirty (30) days following receipt by Buyer.
Buyer fails or refuses to pay Seller all or any part of the Purchase Price within ten (10)
days following the date upon which any payment is due, interest shall accrue and be paid by
Buyer to Seller in addition to the unpaid Purchase Price at the rate of eighteen percent (18%)
per annum on the unpaid amount, or the highest interest rate allowed by law, whichever rate is
less.





 


 









 






	5.	 	Performance Guarantee. ICM represents and warrants that the Tricanter Oil Separation System
will produce the amount of 0.50 pounds of non-food grade quality corn oil per bushel of ground
corn at the plant as determined during a twenty-four (24) hour performance test conducted by
ICM following the completion of the installation and commissioning of the Equipment. The
performance guarantee will be completely satisfied in the event that ICM can demonstrate that
the average yield of corn oil over the 24-hour performance test period is equal to or
exceeds 0.50 pounds per bushel of corn ground at the plant during such 24-hour test period.
The performance guarantee is subject to the following criteria that must exist prior to
conducting the performance test: (a) the feed streams into the Tricanter must test between
30%-32% feed solids as determined by a hot spin test conducted at the performance testing,
(b) the feed streams from the evaporators must be between 192 and 210 degrees F; (c) the
thin stillage discharge out of the whole stillage centrifuges must be less than 4% total
suspended solids; (d) the acidic level of the feed streams into the Tricanter unit must be
at least 3.8 pH or higher; (e) the plant must be operating at a capacity of at least 2.8
gallons of denatured ethanol per bushel of corn grind rate, (f) the corn processed must meet
a minimum of #2 yellow dent with a hybrid variety characteristic of at least 4% oil by dry
weight, and (g) the existing syrup pump must be replaced by a replacement syrup pump capable
of pumping at a minimum rate of 60 gallons per minute.







	6.	 	Limited Warranty







	 	(A)	 	Equipment Warranty. Seller warrants that Equipment will be free from defects
in material and workmanship for a period of 12 months after the date the Equipment is
placed in actual operation. Buyer must notify Seller if the Equipment is not in
conformity with this limited warranty during the stated warranty period. Seller’s
obligation, and Buyer’s sole remedy, under this limited Equipment warranty is, at
Seller’s option, the repair, replacement or correction of any non-confirming Equipment
or part thereof.







	 	(B)	 	Installation Warranty. If installed by Seller, Seller warrants that Equipment
will be installed in a workmanlike manner, and that the installation of the Equipment
will be free from defects in workmanship for a period of 12 months from the date the
Equipment is placed in actual operation. If Buyer notifies Seller that the
installation is not in conformity with this limited warranty during the stated warranty
period, Seller will, without charge to Buyer, re-perform the installation service so
that it conforms to this limited warranty, with such remedy being the sole and
exclusive remedy of Buyer for breach of this limited installation warranty.







	 	(C)	 	Disclaimer. EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, SELLER MAKES NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.







	7.	 	Limitation of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO
EVENT SHALL SELLER BE LIABLE TO THE BUYER OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST
SAVINGS, OR OTHER CONSEQUENTIAL DAMAGES, OR FOR ANY INCIDENTAL OR SPECIAL DAMAGES, EVEN IF
SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY THE BUYER
BASED UPON ANY CLAIM BY ANY OTHER PARTY AGAINST THE BUYER. IN NO EVENT SHALL SELLER ‘S TOTAL
LIABILITY HEREUNDER EXCEED THE PURCHASE PRICE PAID BY BUYER.







	8.	 	Force Majeure. Seller shall not be responsible for any failure to perform due to causes
beyond Seller’s reasonable control, including but not limited to labor disputes, strikes, acts
of God, fire, delays in transportation, communication line failure, or governmental actions.
Any delay beyond Seller’s reasonable control shall be excused and the period of performance
extended as may be necessary to enable Seller to perform after the cause of delay has been
removed.





 


 









 






	9.	 	Confidentiality Obligation.







	 	(A)	 	For purposes of this Agreement, “Proprietary Property” shall mean the design,
arrangement, configuration and specification of the Equipment, together with operating
P&IDs, drawings, methods, techniques, protocols, procedures, plans and processes
related thereto, and together with any enhancement, modification, improvement,
refinement or change of any aspect thereof.







	 	(B)	 	Buyer shall treat the Proprietary Property as confidential, and shall use its
best efforts to maintain such information as secret and confidential. Buyer shall
refrain from copying, reverse engineering, disassembling, decompiling, translating, or
modifying the Equipment or Proprietary Property, or granting any other person or entity
the right to do so, without the prior written consent of Seller. As between Buyer and
Seller, Seller has the exclusive right and interest in and to the Proprietary Property
and the goodwill associated therewith and symbolized thereby. Buyer’s use of the
Proprietary Property pursuant to this Agreement does not give Buyer any ownership
interest or other interest in or to the Proprietary Property, or any component thereof,
other than the rights granted herein. Buyer acknowledges the Proprietary Property to be
valid and will not, directly or indirectly, contest the validity or the ownership by
Seller thereof.







	10.	 	Miscellaneous







	 	(A)	 	This Agreement shall be governed by the laws of the State of Kansas. Any legal
proceeding relating to this Agreement shall be brought exclusively in the Eighteenth
Judicial District Court, Wichita, Sedgwick County, Kansas, U.S.A., or in the United
States District Court for the District of Kansas at Wichita, Kansas, U.S.A., and both
parties hereto consent to the jurisdiction of said courts. Buyer hereby waives any
defense of inconvenient forum to the maintenance of any action or proceeding brought in
such courts.







	 	(B)	 	This Agreement shall become a legal and binding contract upon signature of same
by both parties. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their permitted successors and assigns.







	 	(C)	 	This Agreement may not be assigned to another party by Buyer, either in whole
or in part, without the prior written consent of Seller.







	 	(D)	 	This Agreement is confidential between Buyer and Seller. The terms and
conditions set forth in this Agreement may not be disclosed, either in whole or in
part, to any third party unless the party desiring to make such disclosure first
obtains the express written approval of the other party.







	 	(E)	 	This Agreement and its exhibits, which exhibits are incorporated herein by this
reference and made part of this Agreement, set forth the entire agreement and
understanding of the parties with respect to the subject matter hereof, and supersede
all prior agreements, written or oral, between the parties. This Agreement may not be
amended or modified except by a written instrument signed by both parties. By
execution hereof, the signers certify that they have read this Agreement and that they
are duly authorized to execute this Agreement in the capacity stated below.






IN WITNESS OF the mutual promises, covenants and agreements set forth herein, the parties have
caused their authorized representatives to execute this Agreement, as of the dates indicated below.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	ICM, INC.	 	 	 	 	 	Cardinal Ethanol, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Chris Mitchell 	 	 	 	 	 	By
	 	/s/ Jeffrey L. Painter	 	 
	 

	 	, 

	 	 		 	 	 	 	 

July 2, 2008
	 	 
	

	 	(“Seller”) 

	 	 		 	 	 	 	(“Buyer”)	 	 







 


 









 





EXHIBIT “A”




TRICANTER OIL RECOVERY SYSTEM SIZED FOR A 100 MMGPY PLANT (EQUIPMENT) 




I. FIXED PRICE COMPONENT




A. TRICANTER OIL RECOVERY SYSTEM (INCLUDES ONLY):




	•	 	2 each Centrifuge Z6E-4/444 Flottweg or equivalent

	 
	•	 	1 each 300 SS gal heavy syrup tank

	 
	•	 	1 each 300 SS gal corn oil tank

	 
	•	 	1 each 2000 gal syrup Tricanter feed tank

	 
	•	 	1 each Syrup Draw pump PG 4215 — Waukesha 5070 125 GPM or equivalent

	 
	•	 	1 each Tricanter feed pump PG 6851 — Waukesha 5070 125 GPM or equivalent

	 
	•	 	1 each Tricanter heavy syrup
pump PC 6855 — Sulzer 4x3x11 200 GPM or equivalent

	 
	•	 	1 each Tricanter corn oil pump PG 6853 — Viking gear pump 10 GPM or equivalent

	 
	•	 	1 each Oil solids
recirculation pump PC 6854 — Finish-Thompson 10 GPM or equivalent

	 
	•	 	1 each Oil Heater ET 6851 — Mason Tube and Shell 30 sq. ft.

	 
	•	 	1 each Automated valve (SV 6850) for syrup feed heater flush system

	 
	•	 	Tricanter Oil Recovery System Start-up and Training

	 
	•	 	Hettich 320 Classic bench top centrifuge for ongoing sample testing






	 	 	 	 	 
	Tricanter Oil Recovery System Price:
	$	   2,531,854.00 USD
	 
	 






B. OPTIONAL TRICANTER SYSTEM INSTALLATION OPTION SELECTED: YES 





	•	 	Includes only the Tricanter System Installation Services described in Section A of Exhibit “B”






	 	 	 	 	 
	Tricanter System Installation Price:
	$	 485,000.00 USD
	 
	 





 


 









 





C. OPTIONAL OIL STORAGE TANK FARM (INCLUDES ONLY): OPTION SELECTED: TBD 





	•	 	4 each 23,000 gallon SS
coned bottom Oil storage tanks (14' wide x 20' high)

	 
	•	 	Concrete base for each tank

	 
	•	 	50' x 50' x 2' concrete containment area

	 
	•	 	Level transmitter for each tank

	 
	•	 	Level sight glass indicator for each tank

	 
	•	 	Temperature indicator for each tank

	 
	•	 	Temperature transmitter for each tank

	 
	•	 	Electric oil tank heater 4KW for each tank

	 
	•	 	EV control valve (2") for each tank

	 
	•	 	1 each 300 gpm industrial twin wing rotor pump (Load Out)

	 
	•	 	1 each corn oil 30 gpm sump pump (Load Out)

	 
	•	 	Piping components and material within the tank farm

	 
	•	 	1 each Determan Brownie truck loading skid (or equivalent)






	 	 	 	 	 
	Oil Storage Tank Farm Price
	 	$ 	 790,892.00 USD	 
	 
	 	 	 






D. OPTIONAL OIL STORAGE TANK FARM INSTALLATION OPTION SELECTED: TBD





	•	 	Includes the Storage Tank Farm Installation Services described in Section B of Exhibit “B”

	 
	•	 	Piping within the tank farm installed

	 
	•	 	All pipes within tank farm heat traced and insulated






	 	 	 	 	 
	Tricanter Oil Storage Tank Farm Installation Price:
	 	$	528,000.00
USD 	 
	 
	 	 	 
	 
	 	 	 	 
	E. TOTAL FIXED PRICE COMPONENT
	 	$	4,335,746.00 USD  	 
	 
	 	 	 
	 
	 	 	 	 
	 
	 	$	3,016,854.00 USD	 






 


 









 





II. TIME AND MATERIALS COMPONENT




A. OPTIONAL PIPING TO BUYER’S TANKS (INCLUDES ONLY): OPTION SELECTED:
 _____ 





	•	 	1 1/2" Stainless SCH 10 pipe furnished and installed from the skid to the tank farm

	 
	•	 	Wiring from the skid energy center for the tank heaters

	 
	•	 	All pipes heat traced and insulated

	 
	•	 	Includes the Piping and Wiring to Tank Farm Installation Services described in
Section C of Exhibit “B”






The Time and Materials Pricing is based upon a fixed charge per linear foot of
piping materials and wiring connection the Tricanter Oil Recovery System skid to the
tank farm as follows:




	1	 	Piping: $134.00 per linear foot

	 
	2	 	Wiring: $4.00 per linear foot






The time and materials component of the Purchase Price will be determined following
completion of installation of the piping and wiring. The amount for this component
will be invoiced following completion of installation. The invoice for this amount
will be due and payable thirty (30) days following receipt of the invoice by Buyer.



 


 









 







EXHIBIT “B”




INSTALLATION SERVICES 




A. TRICANTER OIL RECOVERY SYSTEM INSTALLATION
(OPTIONAL)




	 	 	 
	Description	 	ICM Scope (Tricanter Oil Recovery System)
	Provide Documents

	 	ICM will provide Engineering documents including P&ID’s, general
arrangement, equipment specifications, updated electrical one line
drawings, instrument specifications, startup procedures and operating
procedures.
	Installation

	 	ICM will direct and control the installation of equipment skid,
electrical wiring and concrete within ICM battery limits.
	Tricanter Skid

	 	The skid includes pumps, pipes pipe instruments, structure, centrifuge
and controls on a skid mount as per ICM design.
	Engineering

	 	ICM will provide necessary process, structural and electrical engineering.
	Electrical

	 	ICM will supply wire from switchgear to motors– see equipment list.
	DCS

	 	ICM will provide Ethernet port on skid. Provide wiring from skid Ethernet
to main DCS Ethernet port. ICM will program DCS for viewing skid
activity.
	Piping

	 	ICM will install all piping as shown on P&ID, for syrup feed, CIP, steam,
steam condensate, corn oil and heavy syrup.
	Insulation

	 	ICM will insulate ICM installed syrup, steam, CIP, steam condensate, and
heavy syrup lines.
	Start Up/Training

	 	ICM will perform the start up of the system. ICM will have Flottweg
representative on site; ensure performance and reliability of equipment
and train operators on the shutdown and start procedures.
	Air Permit

	 	ICM will provide professional services to obtain the Air Permit required
for the installation services. Buyer will reasonably assist ICM in
obtaining this permit.






	 	 	 
	Description	 	ICM
Scope Does not include (Buyer’s Scope):
	Other Permits

	 	Other than the Air Permit, all other permits are the
responsibility of the Buyer, including construction
permits. Seller will reasonably assist Buyer in
obtaining these permits.
	Electrical

	 	Buyer shall furnish Two (2) 300 amp 480 volt sources,
Ethernet port to skid, and heat trace circuit power.
Buyer is responsible for all utility identification
(DigSafe/One Call).
	Mechanical

	 	Buyer shall provide (a) steam and steam condensate
source access point, (b) CIP supply and return source
access point, and (c) syrup supply access point.
	Facilities/Utilities

	 	Buyer shall provide utilities, phone, internet, job
trailer space, and lay down area during construction.
	Load-out

	 	If Buyer has selected ICM to install the storage tank
farm option, Buyer shall provide any temporary truck
load-out area for oil load-out during tank farm
construction and any containment required for
temporary truck load-out. If Buyer has not selected
the storage tank farm option, Buyer shall be solely
responsible for truck load-out and containment.





 


 









 





B. STORAGE TANK FARM INSTALLATION (OPTIONAL)




	 	 	 
	Description	 	ICM Scope (Storage Tank Farm)
	Provide Documents

	 	ICM will provide furnish general equipment layout
drawings, piping drawings and wiring drawings.
	Installation

	 	ICM will direct and control installation of the tank
foundations, tanks, pumps, valves, oil heaters,
instruments, pipe racks, wire trays and wiring inside
the retention area which includes the truck loading area if
adjacent to the storage area. ICM will direct and
control the construction of the retention and loading
area according to SPCC requirements.
	Engineering

	 	ICM will provide all design, process, structural, civil
and electrical engineering services for the tank farm to
be located within the confines of the tank farm
retention area and the truck loading area (if adjacent
to the tank farm).
	Piping

	 	ICM will direct and control installation the
installation of all piping as shown on general equipment
layout within the tank farm.
	Insulation

	 	All piping inside the tank farm retention and truck
loading area (if adjacent) will be stainless steel, heat
traced and insulated.
	Clean in Place

	 	A manual CIP valve body will be provided for all tanks.
	Air Permit

	 	ICM will provide professional services to obtain the Air
Permit required for the installation services. Buyer
will reasonably assist ICM in obtaining this permit.






	 	 	 
	Description	 	ICM
Scope Does not include (Buyer’s Scope):
	Other Permits

	 	Other than the Air Permit, all other permits are the responsibility of
the Buyer, including construction permits. ICM will reasonably assist
Buyer in obtaining these permits.
	Civil/Geotechnical

	 	Buyer shall provide to ICM all geotechnical reports. Buyer is
responsible to provide a suitable building site that meets soil
compaction per ICM requirements.
	Electrical/Utilities

	 	Buyer is responsible for all
utility identification (Dig-Safe/One Call).
	Mechanical

	 	Buyer shall provide any and all additional pipe rack, cable tray, and
underground required.
	Facilities/Utilities

	 	Buyer shall provide utilities, phone, internet, job trailer space, and
lay down area during construction.
	Temporary Load-out

	 	Buyer shall provide any temporary truck load-out area for oil load-out
during tank farm construction and any containment required for
temporary truck load-out.






C. PIPING AND WIRING TO TANK FARM (OPTIONAL)




	 	 	 
	Description	 	ICM Scope (Skid to Tank Piping and Wiring)
	Provide Documents

	 	ICM will provide furnish general equipment layout drawings,
piping drawings and wiring drawings.
	Installation

	 	ICM will direct and control the installation of all piping
and wiring as shown on general equipment layout from the skid
to the tank farm. The installation is for above-ground
piping only.
	Insulation

	 	All piping will be stainless steel, heat traced and insulated.






	 	 	 
	Description	 	ICM
Scope Does not include (Buyer’s Scope):
	Permits

	 	All permits are the responsibility of the Buyer, including
construction permits. ICM will reasonably assist Buyer in obtaining
these permits.
	Civil/Geotechnical

	 	Buyer shall provide to ICM all geotechnical reports. Buyer is
responsible to provide a suitable building site that meets soil
compaction per ICM requirements.
	Electrical/Utilities

	 	Buyer is responsible for all
utility identification (Dig-Safe/One Call).
	Mechanical

	 	Buyer shall provide any and all additional pipe racks, cable trays or
other supports necessary for the installation. These items are
outside of ICM’s quotation.