Filed by Bowne Pure Compliance





Exhibit 10.1




*** Portions omitted pursuant to a request for confidential treatment and filed separately with the
Securities and 
Exchange Commission.***




ETHANOL MARKETING AGREEMENT




THIS AGREEMENT is entered into by and among Eco-Energy, Inc. (hereinafter “Eco”) a Tennessee
Corporation with its main office located at 725 Cool Springs Blvd, Suite 500, Franklin, Tennessee
37067, and Granite Falls Energy, LLC (hereinafter “GFE”) a Minnesota Limited Liability Corporation
with its main office located at 15045 Highway 23 SE, Granite Falls, Minnesota 56241.



RECITALS:





	A.	 	GFE, who is currently operating an ethanol facility producing up to 50.89 million gallons per
year of ethanol located in Granite Falls, Minnesota, desires to establish an output-marketing
Agreement (hereinafter “Agreement”).







	B.	 	Eco is a reseller of ethanol and is experienced in the marketing and transportation of such
ethanol, and is willing to agree to purchase the entire ethanol output of the plant and any
future increases in production.






NOW, THEREFORE, IT IS AGREED AS FOLLOWS BETWEEN THE PARTIES:





	1.	 	Eco Services. Eco shall, during the term hereof, purchase the entire output of
ethanol and to provide certain transportation services to GFE (the “Eco Program”). The Eco
services to be provided are set forth in Sections 2 and 3 and the exhibits attached hereto
which are referred to therein.







	2.	 	Eco Take or Pay Ethanol Purchases. GFE agrees to sell to Eco, and Eco agrees to
purchase from GFE, 100% of the production of ethanol during the term of the Agreement,
including any production in excess of current production of 50.89 million gallons per year.
This shall include any production resulting from an expansion or any modification to existing
technology. Each potential Eco purchase will be presented to the GFE representative by Eco
for verbal approval. Upon such verbal approval and purchase, a confirmation of the purchase
contract will be submitted to GFE by Eco, encompassing the details of each purchase. If GFE
shuts down its facility, GFE’s liability to Eco shall be limited to any gallons of production
forward sold by Eco prior to notice of shutdown. Eco shall provide notice to and obtain
approval of GFE before pre-selling any GFE production.







	3.	 	Eco Transportation Services. Eco agrees to provide the transportation services set
forth in Exhibit B.







	4.	 	Fees. [*]







	5.	 	GFE Representative. GFE shall designate one or more persons who shall be authorized
and directed to receive services hereunder and to make all merchandising, purchasing and sales
decisions for GFE (hereinafter “Designated Representative”). All directions, transactions and
authorizations given by such representative to Eco shall be binding upon GFE. Eco shall be
entitled to rely on the authorization of such persons until it receives written notification
from GFE that such authorization has been revoked. The terms of such purchase orders shall be
consistent with the provisions of Exhibit A and may include, but shall not necessarily be
limited to, price, volume, delivery schedule, and shipping instructions.





	 	 	 
	*	 	Portion omitted pursuant to a request for confidential treatment and filed separately with the
Securities and Exchange Commission.






	 	 	 	 	 	 	 
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	6.	 	Eco Limitations.







	 	(a)	 	Eco assumes no responsibility for the completion or performance
of any contracts between GFE and GFE’s customers and suppliers, and GFE agrees
they shall not bring any action or make any claim against Eco based on any act,
omission or claim of any of GFE’s customers or suppliers.







	 	(b)	 	GFE is responsible to cover all non-deliveries of any product
that is contracted between Eco and GFE in a timely manner in order to stay
within the time parameters of the contract. Eco will assist in procuring
product from other suppliers to cover these non-deliveries.







	 	(c)	 	Throughout the term of this Agreement, if GFE shall fail to
deliver ethanol, or delay shipments that it has agreed to deliver to Eco and
which Eco has agreed to sell to a third-party, Eco shall be responsible for
obtaining replacement ethanol from other ethanol suppliers at market prices.
GFE shall pay Eco all costs and expenses incurred by Eco in fulfilling its
obligations pursuant to the immediately preceding sentence.







	 	(d)	 	If any party terminates this Agreement for any reason, both
parties will be responsible to complete any existing contracts.







	7.	 	Separability and Non-liability. The services, contracts and relationships between
GFE and Eco are independent and separable.







	8.	 	Confidentiality Agreement. The parties agree, to the extent permitted by law, to
preserve and protect the confidentiality of this Agreement. Both parties recognize that
federal or state law may require the filing of the Agreement with, or the furnishing of
information to, governmental authorities or regulatory agencies. Both parties further
recognize the need, from time to time, for the submission of the Agreement to affiliates,
consultants, or contractors performing work on, or related to, the subject matter of the
Agreement. Buyer and Seller agree to allow the submission of the Agreement to affiliates,
consultants, or contractors if such affiliates, consultants, or contractors agree to protect
the confidentiality of the Agreement and shall make all available efforts to protect the
material information if required to submit any portion of this Agreement to an outside party
(including, but not limited to, a Request For Confidential Treatment under the Freedom of
Information Act or any similar legislation). In the event either party is of the opinion that
applicable law requires it to file the Agreement with, or to disclose information related to
the Agreement (other than information required by laws and regulations in effect as of the
date hereof to be furnished in periodic reports to governmental authorities) to, any judicial
body, governmental authority or regulatory agency, that party shall so notify the other party
in writing prior to the disclosure or filing of the Agreement to give the other party the
opportunity to protect the material terms of the Agreement from disclosure.







	9.	 	Public Disclosure. Any public announcements concerning the transaction contemplated
by this letter shall be approved in advance by Eco and GFE, except for disclosures required
by law, in which case the disclosing party shall provide a copy of the disclosure to the other
party prior to its public release, keeping with the terms of Section 8 of this Agreement.







	10.	 	Solicitation. GFE agrees not to contact or interfere with, solicit, disrupt or
attempt to disrupt relationships, contractual or otherwise, between Eco and any of its
customers, employees or vendors.






	 	 	 	 	 	 	 
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	11.	 	Terms and Termination.







	 	(a)	 	[*]

	 
	 	(b)	 	[*]

	 
	 	(c)	 	This Agreement may be terminated by GFE as to Eco in the event
of material breach of any of the material terms hereof by such other party, by
written notice specifying the breach, which notice shall be effective fifteen
(15) days after it is given unless the receiving party cures the breach within
such time. This Agreement may be terminated by Eco as to GFE in the event of
material breach of any of the material terms hereof by GFE, by written notice
specifying the breach, which notice shall be effective fifteen (15) days after
it is given unless the receiving party cures the breach within such time. Any
material breach by GFE as to Eco or by Eco as to GFE that cannot be resolved
within fifteen (15) days, both parties may mutually agree in writing to the
length of time needed to resolve the material breach.

	 
	 	(d)	 	This Agreement may also be terminated by the mutual consent of
both parties on such terms as the parties may agree.

	 
	 	(e)	 	In addition to any other method of terminating this Agreement,
Eco may unilaterally terminate this Agreement at any time if such termination
shall be required by any regulatory authority, and such termination shall be
effective on the 30th day following the giving of notice of intent
to terminate.







	12.	 	Licenses, Bonds, and Insurance. Each party represents that it now has and will
maintain in full force and effect during the term of this Agreement, at its sole cost, all
necessary state and federal licenses, bonds and insurance in accordance with applicable state
or federal laws and regulations.







	13.	 	Limitation of Liability. EACH PARTY UNDERSTANDS THAT NO OTHER PARTY MAKES ANY
GUARANTEE, EXPRESS OR IMPLIED, TO ANY OTHER OF PROFIT, OR OF ANY PARTICULAR ECONOMIC RESULTS
FROM TRANSACTIONS HEREUNDER. IN NO EVENT SHALL ANY PARTY BE LIABLE FOR SPECIAL, COLLATERAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES FOR ANY ACT OR OMISSION COMING WITHIN THE SCOPE OF THIS
AGREEMENT, OR FOR BREACH OF ANY OF THE PROVISIONS OF THIS AGREEMENT, EVEN IF IT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED
TO, LOSS OF GOOD WILL, LOSS OF PROFITS, LOSS OF USE AND INTERRUPTION OF BUSINESS.







	14.	 	Disclaimer. GFE understands and agrees that Eco makes no warranty respecting legal or
regulatory requirements and risks. GFE shall obtain such legal and regulatory advice from
third parties as it may deem necessary respecting the applicability of legal and regulatory
requirements applicable to GFE’s business.






	 	 	 
	*	 	Portion omitted pursuant to a request for confidential treatment and filed separately with the
Securities and Exchange Commission.





	 	 	 	 	 	 	 
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	15.	 	Indemnity. The parties agree that they shall absolve, release and refrain from
seeking remedies against each other and their officers, agents, employees, subcontractors and
insurers for any and all losses, claims, damages, costs, suits and liabilities for damage,
deterioration of quality, shrinkage in quantity, loss of grade or loss of Ethanol resulting
from the inherent nature of transfer operations and the inherent nature of Ethanol provided
that this in no way shall relieve the parties for their own negligence, willful misconduct or
theft. Each party to this Agreement shall indemnify, defend and hold the other harmless from
claims, demands and causes of action asserted against the other by any person (including
without limitation employees of either party) for personal injury or death, or for loss of or
damage to property resulting from the willful or negligent acts or omissions of the
indemnifying party. Where personal injury, death or loss of or damage to property is the
result of the joint negligence or misconduct or the parties hereto, the parties expressly
agree to indemnify each other in proportion to their respective share of such joint negligence
or misconduct.







	16.	 	Nature of Relationship. Eco is an independent contractor providing services to GFE.
No employment relationship, partnership or joint venture is intended, nor shall any such
relationship be deemed created hereby. Each party shall be solely and exclusively responsible
for its own expenses and costs of performance.







	17.	 	Notices. Any notices permitted or required hereunder shall be in writing, signed by
an officer duly authorized of the party giving such notice, and shall either be hand delivered
or mailed. If mailed, notice shall be sent by certified, first class, return receipt
requested, mail to the address shown above, or any other address subsequently specified by
notice from one party to the other.







	18.	 	Compliance with Governmental Controls. To the extent applicable, the parties agree
to comply with all laws, ordinances, rules, codes, regulations and lawful orders of any
federal, state or local government authority applicable to the performance of the Agreement,
including, without limitation, those pertaining to the environment, safety, health, social
security, old age pension, wage hour laws, unemployment compensation, non-discrimination on
the basis of race, religion, color, sex or national origin and affirmative action.







	19.	 	New Or Changed Regulations. The parties enter the Agreement in reliance upon the
laws, rules, regulations, interpretations, decrees, Agreements, and concessions of, and
arrangements (hereafter called “Regulations”) with governments or governmental
instrumentalities in effect on the date of the Agreement with respect to or directly or
indirectly affecting the ethanol to be delivered, including without limitation, production,
gathering, manufacturing, transportation, sale and delivery thereof insofar as said
Regulations affect both parties and their customers. In the event that at any time
subsequent to the date of the Agreement, any of said Regulations are changed or new
Regulations are promulgated whether by law, decree, interpretation or regulation, or by
response to the insistence or request of any governmental authority or person purporting to
act therefore, and the effect of such changed or new Regulation (a) is or will not be covered
by any other provisions of the Agreement, or (b) has or will have an adverse economic effect
upon the parties to this Agreement or the suppliers or customers of said parties, the parties
shall have the option to request renegotiation of the prices and other pertinent terms
provided for in the Agreement and their respective effective dates. Said option may be
exercised by both parties at any time after such changed or new Regulation is promulgated by
giving notice of the exercise of its option to renegotiate prior to the time of delivery of
ethanol or any part thereof. Such notice shall contain the new prices and terms desired by
Agreement of Eco and GFE. If the parties do not agree upon new prices and terms satisfactory
to both parties within ten (10) days after such notice is given, both parties shall have the
right to terminate the Agreement at the end of said ten (10) day period.






	 	 	 	 	 	 	 
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	20.	 	General.







	 	(a)	 	This Agreement is the entire understanding of the parties
concerning the subject matter hereof, and it may be modified only in writing
signed by the parties.

	 
	 	(b)	 	If any provision or provisions of this Agreement shall be held
to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

	 
	 	(c)	 	No party shall be liable for any failure to perform any or all
of the provisions of this Agreement if and to the extent that performance has
been delayed or prevented by reason of any cause beyond the reasonable control
of such party. The expression “cause beyond the reasonable control” shall be
deemed to include, but not be limited to: acts, regulations, laws, or
restraints imposed by any governmental body; wars, hostilities, sabotage,
riots, or commotions; acts of God; or fires, frost, storms, or lightning.

	 
	 	(d)	 	This Agreement is not intended to, and does not, create or give
rise to any fiduciary duty on the part of any party to any other.

	 
	 	(e)	 	This Agreement is governed by and shall be construed under the
laws of the State of Minnesota. Venue for any action arising from or in
relation to this Agreement shall be in Minneapolis, MN.

	 
	 	(f)	 	Either Party shall have the option to terminate this
Agreement for convenience upon sixty (60) days written notice to the other
party from and after the occurrence of any transfer, assignment, sale or other
disposition of (i) all or substantially all of the assets comprising the
Facility, or (ii) more than 50% of the stock of GFE or Eco or their respective
parent companies to any Person which is not an Affiliate. Any termination
pursuant to this Section shall be effective sixty (60) days after written
notice is provided by the terminating party to the other party; provided,
however that any such termination shall not relieve either party of its
obligations incurred under this Agreement prior to the termination date.

	 
	 	(g)	 	This Agreement shall be binding upon GFE and this above
referenced plant in the event that the name is later changed to any name in the
alternative. A change in name does not void, nor make this Agreement voidable.






DATED AND EXECUTED AS OF THIS  24th  DAY OF  December, 2008




	 	 	 	 	 	 	 
	Granite Falls Energy, LLC	 	 	 	 
	 
	 	 	 	 	 	 
	BY:

	 	/s/ Tracey L. Olson	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Eco-Energy, Inc.	 	 	 	 
	 
	 	 	 	 	 	 
	BY:

	 	/s/ Jaime Dachelet	 	 	 	 
	 	 	 	 	 






	 	 	 	 	 	 	 
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EXHIBIT A

Ethanol Services




Eco shall purchase 100% of the production of ethanol of GFE’s plant in accordance with Section 2 of
this Agreement and on the following terms:




	1.	 	[*]

	 
	2.	 	GFE is responsible for any and all of their local, state and federal tax liabilities.

	 
	3.	 	Eco shall provide scheduling and marketing for ethanol produced.

	 
	4.	 	Eco shall be responsible for receivables risk on ethanol.

	 
	5.	 	Eco reserves the right to refuse business to anyone due to credit and market risk.

	 
	6.	 	GFE shall meet or exceed all specifications for E-grade denatured fuel ethanol in accordance
with ASTM specifications, as well as, any changes in fuel ethanol industry standards that
might occur after the execution of this Agreement. This includes, but is not limited to, the
Magellan specifications for E Grade Denatured Fuel Ethanol. (as listed in EXHIBIT C)
Denaturant level in the product shall be between 1.96% and 2%, however, both parties recognize
that the IRS has not defined what 2% actually encompasses, therefore until further guidance
from the IRS, Eco will accept product that is within the range of 1.96% to 2.49% according to
the technical interpretation which permits rounding.

	 
	7.	 	GFE shall keep Eco informed on production forecasts, as well as daily plant inventory
balances.

	 
	8.	 	On all truck and rail shipments, title and risk of loss of the ethanol will pass at the
loading flange between the plant and the truck or railcar. Unless otherwise specified, Eco is
purchasing all ethanol on a FOB plant basis.

	 
	9.	 	GFE shall provide a minimum of ten (10) days storage on the GFE site.

	 
	10.	 	GFE must have meters that measure both gross and net 60 degrees Fahrenheit temperature
corrected gallons.

	 
	11.	 	Eco shall deduct all unavoidable costs such as government tariffs or assessment fees, sales
taxes, import/export handling fees, assessments, inspection fees, or any other that has been
approved by GFE.

	 
	12.	 	All Renewable Identification Numbers (RINs) shall be generated, in accordance with Eco’s RIN
Generation Program.  GFE shall transfer to ECO, 1.0 RINs for Corn Ethanol; 1.5 RINs for
Biodiesel and 2.5 RINs for Cellulosic Ethanol for each respective gallon purchased by Eco. On
a quarterly basis, Eco shall provide a transaction summary to GFE for reconciliation purposes,
however, GFE, as the designated Producer, shall retain responsibility for accurate reporting
to the EPA.





 	 	 	 
	*	 	Portion omitted pursuant to a request for confidential treatment and filed separately with the
Securities and Exchange Commission.




	 	 	 	 	 	 	 
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EXHIBIT B

Eco Transportation Services





	1.	 	Eco will purchase all truck and railcar gallons on an FOB plant basis.

	 
	2.	 	Eco will supply trucks to transport Ethanol.

	 
	3.	 	Eco and GFE, if needed, will mutually agree as to the number of railcars needed to use
as a fleet. GFE will be responsible for securing all rail cars and equipment pertaining to
rail.

	 
	4.	 	Eco will negotiate rail rates on behalf of GFE.

	 
	5.	 	If needed, all rail contracts will be in the name of GFE, or any name later chosen in
the alternative.

	 
	6.	 	GFE will invoice Eco for rail freight along with a copy of the actual railroad invoice.
The rail freight will be paid by Eco per the railroad invoice schedule.






	 	 	 	 	 	 	 
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EXHIBIT C

Product Specification


Ethanol Specification Standards




	 	 	 	 	 
	 	 	 	 	Specification Limit
	Apparent Proof, 60F
	 	Hydrometer	 	min. 200
	 
	 	 	 	max. 203
	Fuel Ethanol Content, volume %
	 	ASTM D5501	 	min. 95
	 
	 	 	 	max. 98 excluding water
	Ethanol, volume %
	 	ASTM D5501	 	min. 93.5%
	Methanol, volume %
	 	ASTM D5501	 	max. 0.5
	Denaturant Content, volume %
	 	 	 	min. 1.96 %
	 
	 	 	 	max. 2.49 %
	Water, mass%
	 	ASTM E-203 or E-1064	 	max. 0.82*
	Solvent Washed Gum, mg/100mI
	 	ASTM D381	 	max 5
	Inorganic Chloride, mg/L
	 	ASTM D512-81 Proc. C	 	max. 32
	Copper Content, mg/kg
	 	ASTM D1688 Method A	 	max. 0.08
	Acidity, mass% mg/L
	 	ASTM D1613	 	max. 0.007
	pHe
	 	ASTM D6423	 	min. 6.5
	 
	 	 	 	max. 9.0
	Appearance
	 	 	 	Visibly free of suspended and/or
	 
	 	 	 	settled contaminants. (Clear & Bright)
	Sulfur, ppm max
	 	ASTM D5453-93	 	10
	Sulfate, ppm max
	 	ASTM D7319	 	4.00
	 
	 	ASTM D7318	 	 
	 
	 	ASTM D7328	 	 
	Benzene, vol% max
	 	ASTM D5580-00 - Test results of a sample	 	0.06
	 
	 	of the denaturant multiplied by 0.0249	 	 
	Olefins, vol% max
	 	ASTM D6550-00 - Test results of a sample	 	0.5
	 
	 	of the denaturant multiplied by 0.0249	 	 
	Aromatics, vol% max
	 	ASTM D5580-00 - Test results of a sample	 	1.7
	 
	 	of the denaturant multiplied by 0.0249	 	 
	 
	 	 	 	 







California
Denaturant Standards




	 	 	 	 	 
	 	 	 	 	Specification Limit
	Property	 	Test Method	 	Magellan
	Benzene, vol% max
	 	ASTM D5580-00	 	1.1
	Olefins, vol% max
	 	ASTM D6550-00 (modified)	 	10
	Aromatics, vol% max
	 	ASTM D5580-00	 	35







	 	 	 	 	 	 	 
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