Exhibit 10.1


 


SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS


 


This agreement is entered into between Archer Daniels
Midland Company (hereinafter “ADM”), and LSCP, LLLC. (hereinafter “LSCP”).


 


WHEREAS,
Minnesota Corn Processors, LLC (hereinafter “MCP”) and LSCP were parties to a contract
dated February 19, 2002 captioned “Ethanol Marketing Agreement”
(hereinafter the “Marketing Agreement”) which provided that MCP was to purchase
the ethanol produced by LSCP for the purpose of marketing, selling and
distributing that ethanol, along with the ethanol produced by MCP; and


 


WHEREAS,
ADM succeeded to the rights and obligations of MCP arising under the Marketing
Agreement; and


 


WHEREAS,
a dispute has arisen between ADM and LSCP regarding the actual price ADM is to
pay LSCP for all the ethanol it purchased from LSCP up to and including September 30,
2005; and


 


WHEREAS,
it is the desire of ADM and LSCP at this time to settle certain differences and
disputes between them, including all claims, charges, actions, causes of action,
appeal rights, or disputed issues of law and fact that have been raised or
could be raised by either party except as set forth herein;


 


NOW,
THEREFORE, in consideration of the foregoing and the payments
and mutual promises set forth herein, the receipt and sufficiency of which are
acknowledged by all parties, ADM and LSCP hereby agree as follows:


 


1.                                       MUTUAL RELEASE OF CLAIMS. Upon
execution of this Settlement Agreement, the parties on behalf of themselves and
their shareholders, officers, directors, employees, agents, attorneys,
representatives, divisions, parent corporations, subsidiary corporations and/or
affiliate corporations covenant not to sue and agree to release, remise, and
forever discharge each other from any and all claims, actions, causes of
action, suits, debts,


 

















 


agreements, promises,
damages, judgments, liabilities, losses, expenses and demands whatsoever,
direct or indirect, in law or in equity, whether known or unknown, matured or
not, which the parties may have had or presently have relating to the
inclusion of gains and losses from gasoline index hedges in calculating the
price ADM is to pay LSCP under the Marketing Agreement up to and including September 30,
2005.


 


2.                                       SETTLEMENT OF ADM’s CLAIMS. Upon
the execution of this Settlement Agreement, LSCP shall pay Three Million Ten
Thousand Two Hundred Ninety-Seven dollars and thirty cents ($3,010,297.30) to ADM.


 


3.                                       NO ADDITIONAL PAYMENTS OR CONSIDERATION.
The payments provided for in Section 2 above constitute the entire
settlement amounts that ADM will receive from LSCP in connection with any
released claim. No promise for additional or further monetary consideration has
been made by anyone subject to this Settlement Agreement.


 


4.                                       LEGAL REPRESENTATION.  The parties acknowledge
that they are represented by legal counsel in connection with this matter, that
they have discussed this Settlement Agreement with legal counsel, that they have
carefully read and fully understand all of the provisions of this Settlement Agreement,
and represent that they are freely and voluntarily entering into this Settlement
Agreement after having been fully advised by their own legal counsel of their
rights in this matter and of the scope and effect of this Settlement Agreement,
based solely upon their own knowledge, belief and judgment, and not upon any
representations made by the other party or anyone on its behalf, including,
without limitation, the legal counsel of the other party.


 


5.                                       GOVERNING LAW, JURISDICTION AND VENUE.  This
Settlement Agreement shall be governed by and construed in accordance with the
laws of the State of Iowa.


 


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6.                                       SUCCESSORS AND ASSIGNS.  The parties
agree that this Settlement Agreement will be binding upon their heirs,
successors and assigns.


 


7.                                       MISCELLANEOUS.  Words and phrases
shall be constructed as in the singular or plural number, and as masculine,
feminine or gender neutral, according to the context.


 


8.                                       ENTIRE AGREEMENT.  It is agreed that
this Settlement Agreement and Release of Claims constitutes the entire and only
agreement of LSCP and ADM and there are no other agreements not specifically
set forth herein.


 


PLEASE
READ CAREFULLY. THIS SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS INCLUDES A
RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.


 


ARCHER DANIELS MIDLAND
COMPANY


 


	
  BY:

  	
  /s/ Martin S. Lyons

  	
   

  	
  2/17/06

  	
   

  
	
   

  	
   

  	
  Date

  	
   

  
	
  Its:

  	
  Sr V-P Corn Processing

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LITTLE SIOUX
  CORN PROCESSORS, LLC as

  	
   

  	
   

  
	
  General Partner
  of LSCP, LLLP

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/ Stephen G. Roe

  	
   

  	
  2-15-06

  	
   

  
	
   

  	
  Steve Roe

  	
   

  
	
   

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  CEO and
  President of

  	
   

  	
   

  
	
  LITTLE SIOUX
  CORN PROCESSORS, LLC

  	
   

  	
   

  



 


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