Exhibit 10.2





Exhibit 10.2




CARBON DIOXIDE PURCHASE AND SALE AGREEMENT




THIS CARBON DIOXIDE PURCHASE AND SALE AGREEMENT (this “Agreement”) is made this 8th day of
March 2010, between Cardinal Ethanol (“Cardinal Ethanol”) and EPCO Carbon Dioxide Products, Inc.
(“EPCO”). Cardinal Ethanol and EPCO may collectively be referred to herein as the “Parties” or
individually as a “Party”).



WHEREAS, Cardinal Ethanol operates an ethanol production facility in Union City, Indiana which
produces as a by-product raw carbon dioxide in gaseous form; and



WHEREAS, it is the intention of the Parties that Cardinal Ethanol provide CO2 Gas
from the Cardinal Ethanol Plant for use by EPCO in the EPCO Plant and EPCO purchase CO2
Gas on the terms and conditions set forth in this Agreement.



NOW, THEREFORE, in consideration of the forgoing premises, the mutual covenants set forth
below, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereto agree as follows, superceding all prior agreements:




	 	1.	 	Definitions:







	 	(a)	 	Cardinal Ethanol Plant — The ethanol production
facility and related operations constructed on the premises of Cardinal
Ethanol in Union City, Indiana which will produce as a by-product quantities of
CO2 Gas.







	 	(b)	 	CO2 Gas — means the raw carbon dioxide gas
produced as a byproduct of the Cardinal Ethanol Plant and provided to the EPCO
Plant for production of Liquid CO2.







	 	(c)	 	Contract Year — Shall mean each twelve (12) month period during the term hereof
beginning on the first day of the first month after the EPCO Plant begins producing Liquid
CO2.







	 	(d)	 	EPCO Plant — The carbon dioxide liquefaction plant to
be constructed by EPCO on the leased premises and any future expansion of the
CO2 plant.







	 	(e)	 	Flow Rate — The rate of flow of CO2 Gas from
the Cardinal Ethanol Plant to the Matchpoint.







	 	(f)	 	Liquid CO2 — means the finished purified,
liquefied product produced by EPCO from the CO2 Gas supplied by
Cardinal Ethanol.







	 	(g)	 	Matchpoint — The flange or other point on the necessary
services and process facility conduits into and out of the EPCO Plant site and
shown on Attachment 1 of Exhibit B. The Matchpoint shall be located in
a mutually agreed upon location as near as practical to the boundary of the
leased premises.





 


 









 











	 	(h)	 	Shipped Tons — means those short tons of Liquid
CO2 shipped out of the EPCO Plant by
weight. Shipped Tons shall be determined by certified truck or rail scales
located on the EPCO Plant site and EPCO’s bills of lading which will be
provided to Cardinal Ethanol on a daily basis and, upon request by Cardinal
Ethanol, in a monthly cumulative report.







	 	(i)	 	Specifications — means the minimum (or maximum as the
case may be) acceptable specifications for the make up and contents of the
CO2 Gas as set forth on Exhibit A hereto.







	 	2.	 	Term:







	 	(a)	 	The initial term of this Agreement shall be for ten (10) years
effective on the startup date of the EPCO Plant which date shall be no later
than June 1, 2010 unless otherwise agreed by the Parties. This Agreement shall
automatically renew for two (2) additional five (5) year periods thereafter
unless either Party terminates the Agreement by providing at least six (6)
months written notice prior to termination of the initial term or termination
of any renewal period thereafter.







	 	(b)	 	Notwithstanding Subsection (a) hereof, it is the
intention of the Parties that the term of this Agreement shall not exceed the
term of the Lease Agreement (defined below); accordingly, upon termination of
the Lease Agreement, this Agreement shall also terminate, unless otherwise
agreed in writing by the Parties. The Lease Agreement is the Non-exclusive
CO2 Facility Site Lease Agreement attached hereto and made a part
hereof and is identified as Exhibit B.







	 	3.	 	Quantity and Price:







	 	(a)	 	Cardinal Ethanol will supply to EPCO at the Matchpoint (at 5
p.s.i.g.) CO2 Gas at a consistent Flow Rate sufficient for EPCO to
produce 6.25 tons of Liquid CO2 per hour as measured pursuant to
Section 5 on a consistent basis 350 days per year or approximately 150 tons of
Liquid CO2 per day. Cardinal Ethanol is allowed 15 days each Contract Year for
scheduled or unscheduled maintenance and repairs to the Cardinal Ethanol Plant
“downtime”. A day of downtime will be counted for every day in which the
Cardinal Ethanol Plant is not operational for at least twelve hours or is
providing CO2 Gas which does not meet Specifications for at least twelve hours.
For Cardinal Ethanol’s downtime over the 15 days allowed, if the downtime
continues for more than three (3) consecutive days, beginning with the
4th consecutive day, EPCO will be provided a credit against the
quantity purchased under Section 5 which shall be the greater of: a) 130 tons
per day for each day of downtime; or b) the number of tons determined by
dividing the total actual extra expense incurred by EPCO as a direct result of
such downtime (the “Actual Expense”) by the applicable price per ton in Section
3(b) (the “CO2 Credit”). EPCO shall provide complete written documentation of
such actual extra expense to Cardinal Ethanol on a monthly basis to
substantiate any claimed CO2 Credit under this section. The Parties agree
that the calculation of the Actual Expense shall be consistent with the sample
calculation attached hereto as Exhibit C. EPCO’s take or pay obligation shall
also be abated as described in and in accordance with the calculation provided
in Section 4.







If Cardinal Ethanol, in its sole discretion, shuts down ethanol production
due to economic conditions, Cardinal Ethanol shall not be liable for failure
to perform or for delay in performing this Agreement. However, if the
cessation of ethanol production continues for more than three (3)
consecutive days, beginning with the 4th consecutive day the CO2
Credit described above shall apply for each day that the the ethanol plant
production is shut down for at least twelve hours. EPCO’s take or pay
obligation shall also be abated as described in and in accordance with the
calculation provided in Section 4. If ethanol plant production is shut down
for more than sixty (60) consecutive days, either Party shall have the
option to terminate this Agreement without penalty.


 


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	 	(b)	 	The price of CO2 Gas shall be $5.00 per ton as
measured each month according to Section 5(a). In the event EPCO expands the
EPCO Plant, the CO2 price shall be increased $1.00/ton for every 100 tons/day
of additional capacity added. The new price will be effective and applied to
all tons supplied, not just the incremental capacity added.







	 	(c)	 	EPCO shall meet all applicable legal requirements concerning
the release of CO2 Gas in its possession that are in force during
the term and, whether a legal requirement or not, EPCO shall use commercially
reasonable efforts to prevent venting of CO2 Gas and to maximize
recovery of condensation.







	 	(d)	 	EPCO shall have the option during the initial term of this
Agreement or any extension thereof, to expand the EPCO Plant. In the event
EPCO expands the EPCO Plant, the Parties will mutually agree upon any increase
in the quantity of CO2 Gas to be supplied at that time taking in to account the
total volume of CO2 Gas needed on a daily basis by EPCO and the total supply of
CO2 Gas available from Cardinal Ethanol. Cardinal Ethanol will use its best
efforts to supply the additional volume mutually agreed upon. Pricing and
measurement for any additional tons agreed upon shall be the same as stated in
section 3 (b) and section 5 (a).







	 	4.	 	Take or Pay Minimum:







	 	(a)	 	During the term of this agreement EPCO agrees to pay Cardinal
Ethanol for a minimum of 40,000 tons each Contract Year of the Agreement or
approximately $200,000 annually (the “take or pay obligation”). This minimum
quantity is based on a consistent flow of CO2 Gas from the ethanol source. The
take or pay obligation will be “trued” up or determined on an annual basis.
Within 15 days of the end of the applicable Contract Year, the parties shall
determine any shortfall in the take or pay obligation. If there is a
shortfall, EPCO shall pay the difference in the total amount paid during the
year and its take or pay obligation within 30 days of the end of the applicable
Contract Year. In the event EPCO expands the EPCO Plant, the take or pay
amount shall be increased by 70% of the additional CO2 plant capacity added.
The take or pay amount shall also be at the new CO2 price as determined by
Section 3 (b) above.







	 	(b)	 	EPCO’s obligation to take or pay shall abate beginning on the
fourth consecutive day that EPCO is ready and able to “take” CO2
Gas, but is unable to do so because (i) there exists a force majeure
event affecting Cardinal Ethanol; (ii) there is a day of downtime as described
in Section 3(a) over the 15 days allowed; (iii) the Flow Rate that can be
provided by Cardinal Ethanol to EPCO falls below an amount sufficient for EPCO
to produce the applicable take or pay quantity on a tons of Liquid CO2 per hour
basis as set forth in 3(a); (iv) there has been a cessation of ethanol
production at the Cardinal Ethanol Plant; or (v) there exists a force majeure
event affecting EPCO. For purposes of this Section 4(b), occurrences
of any of the conditions set forth in items (i)-(v) hereof existing for periods
of more than 12 hours in one day shall abate the take or pay obligation for the
entire day that such condition existed. For purposes of this section EPCO’s
take or pay obligation will be based on 114 tons/day (40,000 tons divided by
350 days). The take or pay obligation will be determined by multiplying the
number of daily occurrences of the events in (4b i-v) times 114 tons/day and
subtracting that result from 40,000 tons and multiplying by the applicable
price per ton in Section 3(b). Notwithstanding the foregoing, EPCO shall be
entitled to an abatement of the take or pay obligation only to the extent that
the Shipped Tons for the applicable Contract Year are less than 40,000.







	 	5.	 	Measurement/Quality:







	 	(a)	 	Subject to section 4(a) above, the quantity of
CO2 Gas purchased by EPCO from Cardinal Ethanol shall be
measured by the number of Shipped Tons, as determined on truck and/or rail
scales located at the EPCO Plant. Cardinal Ethanol shall have the right to
audit EPCO’s truck and rail scales at its expense. The Parties recognize
there is no value of the
CO2 sent to EPCO unless it is sold to customers.





 


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	 	(b)	 	EPCO will furnish certified bills of lading or other
suitable records of daily production to
Cardinal Ethanol on a daily
basis which shall provide notes relative to the quality and quantity of
CO2 Gas and, upon request of Cardinal Ethanol, in a monthly
cumulative report. Such records may omit the customer names and addresses
but shall establish the number of Shipped Tons.







	 	(c)	 	EPCO agrees to monitor the CO2 Gas quality
at its own expense to determine if the CO2 Gas meets
Specifications and agrees to promptly inform Cardinal Ethanol if it does
not.







	 	(d)	 	Cardinal Ethanol represents and warrants that the
CO2 Gas provided shall meet the Specifications set forth on
Exhibit A. If there is a dispute as to whether the CO2 Gas meets
Specifications, EPCO will have an independent testing lab test the gas for
conformance and their decision will be binding on both parties. If the
test results find that the CO2 Gas is non-conforming, Cardinal Ethanol will
be responsible for the independent testing lab charges. The independent
lab shall be chosen by agreement of both Parties.







	 	(e)	 	EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT,
CARDINAL ETHANOL MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.







	 	6.	 	Payment and Terms:







Cardinal Ethanol shall bill EPCO monthly for the amount of CO2 Gas
purchased under the terms of this Agreement as measured in accordance with
Section 5 hereof. EPCO shall pay net twenty (20) days from billing date.
Any amounts due hereunder and not paid by the date due shall accrue interest at the
rate of one and one-half percent (1.5%) per month or the maximum rate permitted by
applicable law, whichever is less, determined and compounded on a daily basis from
the date due until the date paid.




	 	7.	 	Utilities







Cardinal Ethanol will furnish EPCO with 100% potable water up to 60 gpm. EPCO will
use the water for its internal purposes (scrubber water, cooling tower water and
sanitary water). EPCO will return its process water to Cardinal Ethanol and this
process water will not exceed 30 gpm. EPCO will also return the cooling tower water
back to Cardinal Ethanol for use in its cooling tower systems. All other waste
return water will connect to the Cardinal Ethanol sewage sytem or EPCO may provide
for its own sewage removal system. EPCO will pay Cardinal Ethanol for its actual
incremental costs incurred to provide potable water or to take back waste water,
plus a five percent (5%) surcharge. EPCO will contract directly with the applicable
power company for its power supply. Cardinal Ethanol shall assist EPCO in providing
a location as close as possible to the power source.




	 	8.	 	Force Majeure:







	 	(a)	 	Neither Party shall be liable for failure to perform or for
delay in performing this Agreement where such failure or delay is occasioned by
events constituting force majeure, and the Parties shall use all reasonable
efforts to minimize the duration of any event of force majeure. For purposes
of this Agreement “force majeure” shall include the following: (i) fire,
explosion, strike, lock-out, labor dispute, casualty, accident or mechanical
failure(s); (ii) lack or failure in whole or in part of transportation
facilities; (c) storm, flood or drought; (iii) acts of God or of the public
enemy, war, riots, police action, or civil commotion; (iv) any law, regulation,
ordinance, demand, judgment, injunction, arbitral award, or other requirement
or regulation of any federal, Indiana, or local government or government
agency; and (v) any other act whatsoever, whether similar or
dissimilar to those above enumerated, beyond the reasonable control of the
party suffering such event of force majeure.





 


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	 	(b)	 	The Party asserting that an event of force majeure has occurred
shall send or deliver to the other Party prompt written notice thereof setting
forth a description of the event of force majeure, an estimate of its effect
upon the Party’s ability to perform its obligations under this Agreement and
the duration thereof. The notice shall be supplemented by such other
information or documentation as the Party receiving the notice may reasonably
request. As soon as possible after the cessation of any event of force
majeure, the Party which asserted such event shall give the other Party written
notice of such cessation. Whenever possible, each Party shall give the other
Party notice of any threatened or impending event of force majeure, and the
Parties shall use all reasonable efforts to minimize the duration of any event
of force majeure. If either Party has a force majeure event which lasts for
more than ninety (90) days, either Party shall have the option to terminate
this Agreement.







	 	(c)	 	It is agreed that if either the Cardinal Ethanol Plant or the
EPCO Plant is destroyed by a force majeure event, the affected Party shall not
be required to rebuild its facility and this Agreement will be terminated
without penalty.







	 	9.	 	Delivery of Product/Utilities.







	 	(a)	 	The CO2 Gas piping and water supply/return piping from the Cardinal Ethanol
Plant to the match point will be installed by EPCO. EPCO will split out the costs associated
with the installation on Cardinal Ethanol’s side of the match point. Cardinal Ethanol has the
option to have this work done by EPCO, or to have its own contractors do the work. If
Cardinal Ethanol’s contractors perform the work, the CO2 credit below will not be applicable.
If EPCO performs the work on Cardinal Ethanol’s side of the matchpoint, the cost shall be
reimbursed to EPCO via a CO2 credit of $2/ton until the total capital cost is recouped.
After installation, Cardinal Ethanol will be responsible for maintaining the CO2 and water
lines on its side of the match point. EPCO will be responsible for the operation and
maintenance of the CO2 and water piping on its side of the match point. EPCO will also own
and operate the blower supplying the EPCO Plant.







	 	(b)	 	Title to and risk of loss of CO2 Gas shall pass from
Cardinal Ethanol to EPCO at the Matchpoint, but the quantity of CO2
Gas sold and purchased hereunder shall nonetheless be measured in accordance
with Section 5a hereof.







	 	(c)	 	Each Party will be responsible for any clean-up which is
necessary due to a spill or leak from that portion of the pipeline which it is
required to maintain. Notwithstanding the foregoing, if one Party is solely
responsible for physical damage to the portion of the pipeline located on the
other’s premises, the former shall be liable for damages caused to the pipeline
and for other directly related damages, such as, but not limited to, clean-up
expenses, and shall take prompt, appropriate, corrective action.







	 	10.	 	Damages/Indemnification/Warranties.







	 	(a)	 	EPCO shall indemnify, defend and hold harmless Cardinal Ethanol
from and against any and all claims, loss, costs, expenses, damages, liability
(including attorneys’ fees and expenses) arising from EPCO’s violation of any
law, rule or regulation (including but not limited to any environmental law,
rule or regulation) as well as any use of the leased premises, or from the
conduct of EPCO’s business (including, but not limited to, any product
liability claims arising therefrom) or from any activity, work or things done,
permitted or suffered by EPCO in or about the leased premises, or arising from
any negligence of EPCO, or any of EPCO’s customers, invitees, contractors,
occupants, or employees, and from and against all loss, damage, liability,
costs, attorneys’ fees, costs





 


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and expenses and
liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and
in case any action or proceeding be brought against Cardinal Ethanol by
reason of any such claim, EPCO, upon notice from Cardinal Ethanol, shall
defend the same at EPCO expense. EPCO as a material part of the
consideration to Cardinal Ethanol, hereby assumes all risk of damage to
property or injury to persons, in, upon or about the leased premises arising
from any cause other than Cardinal Ethanol’s negligent or willful
misconduct). Notwithstanding the foregoing, EPCO shall have no obligation
under this Section 10(a) for property damage or personal injury arising
directly or indirectly from the willful misconduct or negligent acts of
Cardinal Ethanol, or its agents, employees or contractors. EPCO shall
maintain comprehensive or Commercial General Liability insurance on an
occurrence form with a combined single limit of $1,000,000 for bodily injury
and property damage and general and product/completed operations aggregates
of $1,000,000 each. Excess or Umbrella Liability insurance with a combined
single limit of $4,000,000 each occurrence and annual aggregates of
$4,000,000 will also be maintained for general and product/completed
operations. Cardinal Ethanol will be a named additional insured under the
policy. Cardinal Ethanol shall receive notification of any lapse in
coverage.




	 	(b)	 	Cardinal Ethanol shall be responsible, hold harmless, indemnify
and defend EPCO for property damage or personal injury liability caused by the
negligence or willful misconduct of Cardinal Ethanol at the Cardinal Ethanol
Plant, provided, however, that Cardinal Ethanol shall have no obligation under
this Section 10(b) for property damage or personal injury arising directly or
indirectly from the willful misconduct or negligent acts of EPCO, or its
agents, employees or contractors.







	 	(c)	 	EPCO warrants and agrees to comply with any and all Indiana and
federal laws including licensing requirements. EPCO will undertake, at its
sole cost and expense, all actions which may be necessary or required to
comply, with all federal, Indiana, and local laws, rules and regulations
related to the use, condition, or occupancy of the EPCO Plant site or the
construction of improvements thereon.







	 	11.	 	Confidentiality and Non-Competition:







	 	(a)	 	The Parties hereby acknowledge that in the course of engaging
in the sale and purchase of CO2 Gas contemplated by this Agreement,
each will have access to Confidential Information which includes but is not
limited to each other’s business operations, the identity of customers, the
quantity of Liquid CO2 used by such customers, shipping records,
pricing, customer lists, production methods, technical and non-technical data,
formulae, patterns, compilations, programs, devices, methods, techniques,
drawings, processes, financial data, information regarding actual and potential
customers of each Party and actual and potential suppliers of each Party. The
Parties agree that all such Confidential Information shall be kept secret and
confidential. Notwithstanding the foregoing, the confidentiality obligations of
the receiving Party shall not extend to information that:







	 	A.	 	is, as of the time of its disclosure, or
thereafter becomes part of the public domain through a source other
than receiving Party;







	 	B.	 	was known by the receiving Party as of the time
of its disclosure;







	 	C.	 	is independently developed by the receiving
Party;







	 	D.	 	is subsequently learned from a third party not
under a confidentiality obligation; or







	 	E.	 	is required to be disclosed pursuant to court
order or government authority, whereupon the receiving Party shall
provide advance notice to the disclosing Party prior to such
disclosure.







	 	(b)	 	The Parties further acknowledge that violation of the provisions of this
Section shall constitute irreparable injury and shall entitle the non-violating
Party to temporary preliminary and/or permanent injunctive relief, in addition
to any other remedy at law or in equity.





 


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	 	(c)	 	During the term of this Agreement, Cardinal Ethanol will not
market, sell, provide, or attempt to market, sell, or provide raw CO2
Gas or liquefied CO2 Gas from Cardinal Ethanol’s ethanol
facility in ( Union City), ( Indiana) to any other end user or party except as
provided herein. In the event Cardinal Ethanol expands its ethanol facility,
thereby making additional quantities of raw CO2 gas available, EPCO shall have
the right of first refusal on any and all additional quantities of raw gas.
EPCO shall not be obligated to take or pay for any such additional quantities
of raw gas unless taken. If additional quantities are offered and not taken by
EPCO, Cardinal Ethanol may sell such additional quantities of raw gas to
another end user or party.







	 	12.	 	Insurance: EPCO shall furnish Cardinal Ethanol certificates of
insurance with thirty (30) days notice of cancellation and/or change in coverage clause
as evidence of the following coverages with respect to the EPCO Plant:







	 	(a)	 	Worker’s Compensation as prescribed by law and Employer’s
Liability Insurance with a limit of not less than $1,000,000 per person and
$1,000,000 per accident;







	 	(b)	 	Comprehensive Public Liability and Automobile Liability,
including broad form contractual liability provision to cover any liability
assumed by EPCO under this Agreement, with a combined single limit of
$5,000,000 Property Damage and Bodily Injury.







	 	13.	 	Assignment: Subject to the terms and conditions set forth herein, no
assignment by the Parties of all or part of its rights and obligations shall be made
without the consent of the non-assigning Party, which consent shall not be unreasonably
withheld. Notwithstanding the foregoing, in the event Cardinal Ethanol sells the
Cardinal Ethanol Plant, EPCO may, at its sole option, terminate this Agreement without
any penalty.







	 	14.	 	Termination: Either Party may, at its option, terminate this Agreement
in the event of an uncured material breach of this Agreement by the other party. Such
termination may be effected only through written notice to the breaching Party, which
notice shall specify the breach on which termination is based. Following receipt of
such notice, the breaching Party shall have ninety (90) days to cure such breach.
Provided however, that in the event of a failure to pay amounts payable by EPCO under
this Agreement, EPCO shall have twenty (20) days following receipt of written notice to
cure said breach. The Agreement shall terminate, on notice given by the non-breaching
party, in the event such cure is not affected by the end of the applicable period, or
longer period as determined by the non-breaching party.







EPCO agrees to maintain and repair at EPCO’s expense the entirety of the EPCO Plant
site, to keep the entire EPCO Plant site in good repair and condition and at the
termination of this Agreement to deliver the EPCO Plant site to Cardinal Ethanol in
the same condition as at the date hereof, reasonable wear and tear excepted. EPCO
shall have 90 days to relocate the EPCO Plant and return the plant site to the same
condition as at the date hereof.




	 	15.	 	Entire Agreement: This Agreement and the Lease Agreement contain the
entire agreement between the Parties with respect to the subject matter herein, and
there are no oral promises, representations, or other warranties affecting them. No
amendment or modifications of any of the terms and provisions of this Agreement shall
be binding upon either Cardinal Ethanol or EPCO unless the same be expressed in writing
and signed by both Parties.





 


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	 	16.	 	Miscellaneous:







	 	(a)	 	Headings are for reference only, and do not affect the meaning
of any paragraph.







	 	(b)	 	Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.







	 	(c)	 	The failure of either Party to require strict compliance with
any of the terms and conditions of this Agreement in any one situation shall
not constitute a waiver of any of the terms and conditions of this Agreement.







	 	(d)	 	EPCO acknowledges that Cardinal Ethanol is a tobacco free
workplace. The smoking, chewing, or dipping of any tobacco product is strictly
prohibited on the premise. It is also the policy of Cardinal Ethanol to
maintain a drug free workforce and workplace. The use, possession,
manufacture, distribution, dispensation, sale or purchase of an illegal drug or
beverage alcohol by any employee at any time is prohibited. EPCO also
acknowledges that Cardinal Ethanol bans firearms and any other weapons on its
property. EPCO agrees that EPCO and its employees will comply with these and
all other policies of Cardinal Ethanol. EPCO also agrees that all employees of
Cardinal Ethanol and EPCO will use the parking lot east of the Cardinal Ethanol
administration building for vehicle transportation to and from work.







	 	17.	 	Notices: Notices and other communications between the Parties hereto
shall be in writing (by mail, telex, telecopy or telegraph unless a particular mode is
specified herein), postage or transmission costs prepaid, and shall be addressed to the
Parties hereto the addresses set forth below:






	 	 	 
	To

	 	Cardinal Ethanol:
	 

	 	1554 N. 600 E
	 

	 	Union City, IN 47390
	 

	 	Telephone: 765-964-3137
	 

	 	Fax: 765-964-3349
	 
	 	 
	TO EPCO:

	 	EPCO Carbon Dioxide Products, Inc.
	 

	 	1811 Auburn Avenue
	 

	 	Monroe, Louisiana 71201
	 

	 	Telephone: (318) 361-0870
	 

	 	Fax:     (318) 361-0047







All such Notices and communications shall be deemed effective on (i) the date of
transmission, if sent by telecopy or if sent by telex, with confirmed answer back,
or (ii) the date that is five (5) calendar days after the date on which deposited or
sent, if sent by mail or telegraph. Each Party hereto may change its address for
purposes hereof by Notice given to the other Party in the manner prescribed herein.


 


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	 	18.	 	Governing Law, Forum and Jurisdiction. The validity, construction and
enforcement of this Agreement shall be determined in accordance with the laws of
(Indiana), without reference to its conflicts of laws principles, and any action
arising under this Agreement shall be brought exclusively in (Indiana). Both parties
consent to the personal jurisdiction of the Indiana courts located in (Indiana) and
federal courts located in (Indiana).







	 	19.	 	Contingency. Not applicable.






[SIGNATURES APPEAR ON FOLLOWING PAGE]




 


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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed, this
8th day of March, 2010.



	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	EPCO CARBON DIOXIDE PRODUCTS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Denise Wiesemann
 

Secretary

	 	 	 	BY:
	 	/s/ Darrell Craft          3-8-10
 

Executive Vice President
	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:	 	 	 	CARDINAL ETHANOL, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Tom Chalfant
 

Secretary

	 	 	 	BY:
	 	/s/ Jeffrey Painter          3-10-10
 

CEO/President
	 	 






 


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EXHIBIT A




CO2 SPECIFICATIONS

Concentrations by Volume




	 	 	 
	Description	 	Specification
	 
	CO2

	 	99.0% (mol)
	O2

	 	6,000 PPM
	N2

	 	24,000 PPM
	Ethanol

	 	200 PPM maximum
	Acetaldehyde

	 	50 PPM maximum
	Dimethyl Sulfide

	 	1 PPM maximum
	Other Hydrocarbons

	 	20 PPM maximum
	SO2

	 	10 PPM maximum
	COS

	 	10 PPM maximum
	H2S

	 	10 PPM maximum
	Total Sulfur

	 	40 PPM maximum
	 
	Tenperature

	 	100 degrees F at the Matchpoint at 5 p.s.i.g.






EPCO Carbon Dioxide Products, Inc.



	 	 	 	 	 
	Signed: 

Date:

	 	/s/ Darrel Craft
 

3-8-10
	 	 






Cardinal Ethanol, LLC




	 	 	 	 	 
	Signed: 

Date:

	 	/s/ Jeffrey Painter
 

3-10-10
	 	 






 












 





EXHIBIT B




NON-EXCLUSIVE CO2 FACILITY SITE LEASE AGREEMENT




TBD




In Process




EPCO Carbon Dioxide Products, Inc.




	 	 	 	 	 
	Signed: 

Date:

	 	/s/ Darrel Craft
 

3-8-10
	 	 






Cardinal Ethanol, LLC




	 	 	 	 	 
	Signed: 

Date:

	 	/s/ Jeffrey Painter
 

3-10-10
	 	 





 












 





EXHIBIT C

Extra Expense Calculation




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Normal	 	 	 	 	 	 	 	 	 	 	Applicable	 	 	Extra	 	 	 
	Product Costs	 	$/Ton	 	 	Actual	 	 	Diff	 	 	Tons/$	 	 	Expense	 	 	Comment
	CO2-Union City
	 	 	5.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Electric-Variable-Union
City
	 	 	5.70	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Variable Product
Cost
	 	 	10.70	 	 	 	187.88	 	 	 	8.18	 	 	 	260.00	 	 	$	2,126.00	 	 	See detail below on $18.88
	Total Miles to Deliver
Product — 260 Tons
	 	 	1,857	 	 	 	2,500	 	 	 	 	 	 	 	 	 	 	$	707.30	 	 	$1.10 = EPCO Variable trasnp. Cost.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(Diesel, Driver Pay, Var. Maint.)
	Total Extra Expense-$$$
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	2,833.30	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CO2 Price-$/Ton
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	5.00	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CO2 Tons Claimed
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	567	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Ton	 	 	$/Ton	 	 	Amount	 	 	 	 	 
	Product Purchase-Detail 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	O/S Company A
	 	 	60	 	 	 	40.00	 	 	 	2,400.00	 	 	 	 	 
	EPCO-Marion
	 	 	140	 	 	 	7.20	 	 	 	1,008.00	 	 	See detail Below
	Company C
	 	 	60	 	 	 	25.00	 	 	 	1,500.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	260	 	 	 	18.88	 	 	 	4,908.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EPCO-Internal Variable Cost
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EPCO-Marion CO2
	 	 	4.00	 	 	 	 	 	 	 	 	 	 	 	 	 
	EPCO-Marion Variable CO2
	 	 	3.20	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	7.20	 	 	 	 	 	 	 	 	 	 	 	 	 






EPCO Carbon Dioxide Products, Inc.




	 	 	 	 	 
	Signed: 

Date:

	 	/s/ Darrel Craft
 

3-8-10
	 	 






Cardinal Ethanol, LLC




	 	 	 	 	 
	Signed: 

Date:

	 	/s/ Jeffrey Painter
 

3-10-10