Exhibit 10.5


 


AGREEMENT


 


THIS AGREEMENT, made and entered into with effect as of June 1,
2006 (the “Effective Date”), by and among AL-CORN CLEAN FUEL COOPERATIVE (“ACF”),
CORN PLUS COOPERATIVE (“CPC”), HEARTLAND CORN PRODUCTS COOPERATIVE (“HCP”),
CHIPPEWA VALLEY ETHANOL COMPANY (“CVEC”), DIVERSIFIED ENERGY COMPANY (“DENCO”),
CENTRAL MN. ETHANOL COOP (“CENTRAL”), BUSHMILLS ETHANOL INC. (“BUSHMILLS”),
MINNESOTA ENERGY LLC (“MNENERGY”), RED TRAIL ENERGY LLC (“RED TRAIL”) and
OTTERTAIL AG. ENTERPRISES LLC (“OTTERTAIL”) (hereinafter ACF, CPC, HCP, CVEC,
DENCO, CENTRAL, BUSHMILLS, MNENERGY, RED TRAIL and OTTERTAIL are referred to
collectively as “PRODUCERS”), and COMMODITY SPECIALISTS COMPANY (“CSC”).


 


WHEREAS, OTTERTAIL desires to sell and CSC wishes to purchase the DDGS,
DWGS and DS output pf the production plant which OTTERTAIL will own in Fergus
Falls, Minnesota (the “Plant”) with an anticipated start-up of December 15,
2007;


 


WHEREAS, all of the PRODUCERS other than OTTERTAIL, entered, into and
agreement with CSC dated January 1, 2006, a copy of which is attached
hereto (the “Pool Agreement”); and


 


WHEREAS, OTTERTAIL wishes to be a participant in the Pool Agreement
with respect to the DDGS output of the Plant and all the other PRODUCERS and
CSC wish OTTERTAIL to be a participant in the Pool Agreement all as if
OTTERTAIL had signed the Pool Agreement.


 


NOW,
THEREFORE, in consideration of the promises and the mutual covenants and
conditions herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by all the parties, it
is hereby agreed;


 


1.       OTTERTAIL
agrees to sell its DDGS to CSC in accordance with the terms of the Pool
Agreement all as if it is a party to the Pool Agreement, as modified from time
to time, in accordance with all of the terms thereof as a PRODUCER as of the
date of the start-up of the Plant and each of the other PRODUCERS and CSC agree
that OTTERTAIL shall be a party to the Pool Agreement as of such date.
OTTERTAIL warrants storage space for not less than seven days of production of
DDGS shall be reserved for CSC’s use at its plant.


 


2.     OTTERTAIL and CSC
agree that the entire production of DWGS and DS from the Plant shall be
governed by a separate agreement between them dated as of the same date as this
Agreement.


 


3.     The PRODUCERS
acknowledge that the number of rail cars that CSC may lease in accordance with Section 14
D of the Pool Agreement is up to 700 rail cars.


 

















 


4.     To
facilitate execution, this Agreement may be executed in as many counterparts as
may be required and it shall not be necessary that the signatures of each party
appear  on each counterpart; but it shall
be sufficient if the signature of each party appear on one or more of the
counterparts.  AH counterparts shall
collectively constitute a single agreement.


 


5.     Except as
modified herein the Pool Agreement shall remain in full force and effect.


 


IN WITNESS THEREOF, the parties have caused
this Amendment to be executed the day and year first above written.


 


	
   

  	
  COMMODITY
  SPECIALISTS  COMPANY

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Philip J. Lindau

  	
   

  
	
   

  	
  Title

  	
  Co-President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AL-CORN CLEAN FUEL COOPERATIVE

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CORN PLUS COOPERATIVE

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Keith Kor

  	
   

  
	
   

  	
  Title

  	
  General Manager

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HEARTLAND CORN PRODUCTS COOPERATIVE

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Ben Brown

  	
   

  
	
   

  	
  Title

  	
  CEO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHIPPEWA VALLEY ETHANOL COMPANY

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  William A Lee

  	
   

  
	
   

  	
  Title

  	
  General Manager

  	
   

  
	
   

  	
   

  
	
   

  	
  DENCO, LLC

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  
						



 

















 


	
   

  	
  DIVERSIFIED
  ENERGY COMPANY

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CENTRAL MN. ETHANOL CO-OP

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Kerry Nixon

  	
   

  
	
   

  	
  Title

  	
  General
  Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BUSHMILLS ETHANOL INC

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MINNESOTA ENERGY LLC

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Randy Hahn

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
  General Manager

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OTTERTAIL AG. ENTERPRISES LLC

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Jerry Larson

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RED TRAIL ENERGY LLC

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Mick Miller

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
  General Manager