Exhibit 10.3


 


ETHANOL FUEL MARKETING AGREEMENT


 


THIS AGREEMENT,
entered into this 30th day of November, 2005, by and between RENEWABLE PRODUCTS
MARKETING GROUP, L.L.C., a Minnesota limited liability company, hereinafter
referred to as “RENEWABLE PRODUCTS”; and DAKOTA ETHANOL, L.L.C., a South Dakota
limited liability company, hereinafter referred to as “DAKOTA ETHANOL.”


 


WITNESSETH:


 


WHEREAS, RENEWABLE
PRODUCTS is a limited liability company formed for the purpose of marketing
ethanol for its members and others; and


 


WHEREAS, DAKOTA
ETHANOL owns a plant in Wentworth, South Dakota engaged in the production of
fuel grade ethanol (the “Plant”); and


 


WHEREAS, the parties
desire to enter into this Agreement to provide for RENEWABLE PRODUCTS’
marketing of fuel grade ethanol produced by the Plant, under the terms stated
herein.


 


NOW, THEREFORE, in
consideration of the mutual covenants and promises herein contained, the
parties hereto agree as follows:


 


1.                                      Exclusive
Marketing Representative.   RENEWABLE
PRODUCTS shall be the sole marketing representative for all fuel grade ethanol
produced at the Plant during the term hereof subject to all the terms and
conditions of this Agreement.


 


2.                                      Plant
Capacity/Ethanol Specifications.  
The Plant has the capacity of producing approximately 45 - 50 million
gallons of fuel grade ethanol per year, which fuel grade ethanol is at least
199.50 proof (undenatured anhydrous), and conforms to the specifications
described in A.S.T.M. 4806 and such other specifications that may be, from time-to-time,
promulgated by the industry for E-Grade denatured fuel ethanol.  DAKOTA ETHANOL contemplates that the Plant
will be unencumbered to allow RENEWABLE PRODUCTS to begin marketing of the
Plant’s ethanol on January 1, 2006.


 


3.                                      Rail and Truck
Loading Facilities.  The Plant shall
include reasonable and convenient railcar and tank truck access at the Plant of
a size and design appropriate to handle production of approximately 45-50
million gallons of ethanol per year.  All
such railcar and tank truck loading facilities shall meeting all industry and
governmental safety standards and shall be capable of delivering a minimum of
500 gallons of product per minute to railcars and/or tank trucks.  DAKOTA ETHANOL will be solely responsible for
all demurrage charges for railcars incurred on the Plant site and for demurrage
charges on railcars unable to be delivered at the Plant due to insufficient
railcar siding capacity.  DAKOTA ETHANOL
shall provide personnel


 





















 


reasonable needed to load trucks or rail cars at the Plant in a timely
manner.  Demurrage charged to trucks or
railcars resulting from operations beyond the control of DAKOTA ETHANOL and
incurred off-site will be charged as an expense to the pool, and will not be
charged directly to DAKOTA ETHANOL.


 


4.                                      Storage
Capacity.  The Plant shall have
sufficient storage capacity for not less than 7 days ethanol production.


 


5.                                      Best Efforts
to Market.  RENEWABLE PRODUCTS shall
market all fuel grade ethanol produced by the Plant; provided, however, that
RENEWABLE PRODUCTS’ obligation hereunder shall be excused in case of fire,
flood, other natural calamity, labor dispute or any adverse governmental
statute, regulations or decree (including any court order or decree).  RENEWABLE PRODUCTS shall use commercially
reasonable efforts to achieve the highest price available under prevailing
market conditions at the time of the sale.


 


6.                                      Risk of Loss.  RENEWABLE PRODUCTS shall bear the risk of
loss for all product to be marketed hereunder from the time the common carrier
accepts the product at the Plant in either a railcar and/or tank truck for
shipment by the common carrier.


 


7.                                      Specific
Marketing Tasks.  RENEWABLE PRODUCTS
shall be totally responsible for the marketing, sale and delivery of all the
production from the Plant during the term of this Agreement, such
responsibilities to include, but not limited to:


 


•                  Obtaining  sufficient railcar, tank trucks and other
transport as may be needed to handle said production;


•                  Negotiating
the rates and tariffs to be charged for delivery of such production to the
customer;


•                  Promoting
and advertising the sale of fuel grade ethanol as appropriate;


•                  Ascertaining
that such production is delivered where contracted and intended;


•                  Handling
all purchase agreements with consumers and any complaints in connection
therewith; and


•                  Collecting
all accounts and undertaking any legal collection procedures as may be
necessary.


 


8.                                      Negotiation of
Ethanol Price.  RENEWABLE PRODUCTS
will use all reasonable efforts to obtain the best price for all fuel grade
ethanol sold by it pursuant to the terms of this Agreement.


 


9.                                      Compensation;
Pooling; Membership; Group Buying; Audits.


 


(a)                                  DAKOTA ETHANOL will
pay RENEWABLE PRODUCTS $.01 (one cent) for each gallon of ethanol sold by
RENEWABLE PRODUCTS for the account of DAKOTA ETHANOL.  RENEWABLE PRODUCTS shall have the right to
deduct this fee from payments due DAKOTA ETHANOL as described in paragraph 10.


 


2





















 


(b)                                 The members of
RENEWABLE PRODUCTS market their ethanol as a pool.  RENEWABLE PRODUCTS shall market the
production of the Plant as part of this pooling arrangement as if DAKOTA
ETHANOL were a member of RENEWABLE PRODUCTS, subject only to the commission
(operating expense) differential and voting rights members enjoy as set forth
in Exhibit A, the terms of which are
incorporated herein by this reference.


 


(c)                                  DAKOTA ETHANOL shall
be eligible to become a member/owner of RENEWABLE PRODUCTS pursuant to the
terms and conditions set forth in Exhibit A.


 


(d)                                 DAKOTA ETHANOL shall
be allowed to participate in the RENEWABLE PRODUCTS group buying program
commencing on January 1, 2006.


 


(e)                                  The parties hereto
agree that, upon request in writing, either party may require the other to make
available its books and records, at reasonable intervals, in order to audit
those books and records and to account for all dealings, transactions and sums
relevant to this Agreement.


 


10.                               Accounts Receivable;
Remittances.


 


(a)                                  It will be the
responsibility of RENEWABLE PRODUCTS to do all billing in regard to the sale of
ethanol, to collect all receivables and to be responsible for any uncollectible
accounts.  All risks associated with
accounts receivable shall be borne by RENEWABLE PRODUCTS.


 


(b)                                 RENEWABLE PRODUCTS
shall remit payment to DAKOTA ETHANOL for all product shipped hereunder within
10-12 calendar days following the date the shipment loaded on the railcar
and/or truck regardless of whether the shipment has been accepted by the common
carrier.


 


11.                               Rail Car Leases;
Assignment in Event of Termination of Contract.


 


(a)                                  RENEWABLE PRODUCTS
will lease railcars to be used by DAKOTA ETHANOL, the initial number of which
is 108 railcars as set forth on the lease agreements attached hereto as Exhibit B and incorporated herein by this referenced.  While DAKOTA ETHANOL is marketing its ethanol
product through RENEWABLE PRODUCTS pursuant to this Agreement, the cost of such
leases will be deemed an expense of the marketing pool, and shall not be
charged directly to DAKOTA ETHANOL.


 


(b)                                 If this Agreement is
terminated, by non-renewal or otherwise, the lease for the rail cars leased by
RENEWABLE PRODUCTS for the transport of the Plant’s ethanol will be assigned to
DAKOTA ETHANOL, who will be obligated to the terms and conditions of said
lease.  RENEWABLE PRODUCTS shall provide
DAKOTA ETHANOL the opportunity to review and approve of terms and conditions of
any such rail car lease before RENEWABLE PRODUCTS first executes the same.  The parties understand that the assignment of
the lease is subject to the approval of the lessor of the rail cars.


 


3





















 


12.                               No “Take or Pay.”  The parties agree that this is not a “take or
pay contract” and that RENEWABLE PRODUCTS’ liability is limited to ethanol
passing custody at the Plant.


 


13.                               Term; Renewals.


 


(a)                                  The initial term of
this Agreement shall commence on January 1, 2006 and shall continue up to
and including March 31, 2007.


 


(b)                                 This Agreement shall
be automatically extended for an additional one (1) year term following
the end of the end of the initial term unless either party gives written notice
of nonextension not less than ninety (90) days before the end of the current
expiration date.  The aforementioned
renewal provision shall apply in the same manner for all subsequent expiring
terms, and the Agreement shall be automatically renewed for subsequent one (1) year
terms unless written notice of nonrenewal is provided in the manner provided
above.


 


14.                               Licenses and Permits.  At all times from the commencement of this
Agreement, DAKOTA ETHANOL will have all the licenses and permits necessary to
operate the Plant.


 


15.                               Estimated 12-Month
Volume.  As of the commencement of
this Agreement, DAKOTA ETHANOL will provide RENEWABLE PRODUCTS with DAKOTA
ETHANOL’s best estimate of its anticipated month-by-month ethanol production
for the next twelve (12) months, to assist RENEWABLE PRODUCTS in developing
appropriate marketing strategies for the ethanol to be produced by the Plant.


 


16.                               Updated Monthly
Volume Estimates.  On or before the
first day of each month, DAKOTA ETHANOL will provide RENEWABLE PRODUCTS with
its updated best estimate of the Plant’s anticipated month-by-month ethanol
production for the next twelve (12) months, so that RENEWABLE PRODUCTS will
have ethanol production estimates from DAKOTA ETHANOL twelve (12) months into
the future during the entire time that this Agreement is in effect.


 


17.                               Good and Marketable
Title.  DAKOTA ETHANOL represents
that it will have good and marketable title to all of the ethanol marketed for
it by RENEWABLE PRODUCTS and that said ethanol will be free and clear of all
liens and encumbrances.


 


18.                               Establishment of
Price and Other Sale Terms.  When
RENEWABLE PRODUCTS sells the ethanol marketed pursuant to the terms of this
Agreement to its customers, the parties understand and agree that the ethanol
sales prices and all other terms and conditions of ethanol sales to customers
under this Agreement will be established by RENEWABLE PRODUCTS.  RENEWABLE PRODUCTS may make these decisions,
without the need of obtaining consent from DAKOTA ETHANOL.  Notwithstanding the foregoing, RENEWABLE
PRODUCTS agrees to use its best efforts to promptly communicate with DAKOTA
ETHANOL the terms and conditions of ethanol sales.


 


19.                               Independent
Contractor.  Nothing contained in
this Agreement will make RENEWABLE PRODUCTS the agent of DAKOTA ETHANOL for any
purpose whatsoever.


 


4





















 


RENEWABLE PRODUCTS and its employees shall be deemed to be independent
contractors, with full control over the manner and method of performance of the
services they will be providing on behalf of DAKOTA ETHANOL under this
Agreement.


 


20.                               Separate Entities.  The parties hereto are separate entities and
nothing in this Agreement or otherwise shall be construed to create any rights
and liabilities of either party to this Agreement with regard to any rights,
privileges, duties or liabilities of any other party to this Agreement.


 


21.                               Working Relationship.  Because the parties hereto have not done
business together in the past in the manner described in this Agreement, they
have not yet attempted to develop efficient and effective procedures related to
ordering, delivering ethanol and shipping ethanol and, therefore, agree to work
together promptly and in good faith to develop effective and efficient policies
and procedures to cover these matters.


 


22.                               Ethanol Shortage;
Open Market Purchase.  If DAKOTA
ETHANOL is unable to deliver its estimated monthly ethanol production (as
provided to RENEWABLE PRODUCTS pursuant to paragraph 15, as updated pursuant to
paragraph 16) and if as a consequence of the non-delivery and in order to meet
its sale obligation to third parties, RENEWABLE PRODUCTS may purchase ethanol
in the market place to meet its delivery obligations.  If RENEWABLE PRODUCTS incurs a financial loss
as a result of such purchases, DAKOTA ETHANOL will reimburse RENEWABLE PRODUCTS
for any such loss.  Under such circumstances,
if RENEWABLE PRODUCTS realizes a financial gain, it will pay such gain to
DAKOTA ETHANOL.


 


23.                               Testing of Samples.  At the request of RENEWABLE PRODUCTS, DAKOTA
ETHANOL agrees to provide RENEWABLE PRODUCTS with samples of its ethanol
produced at the Plant so that it may be tested for product quality on a regular
basis.


 


24.                               Insurance.  During the entire term of this Agreement,
DAKOTA ETHANOL will maintain insurance coverage that is standard for a company
of its type and size that is engaged in the production and selling of ethanol.  At a minimum, DAKOTA ETHANOL insurance
coverage must include:


 


a.                                       Comprehensive
general product and public liability insurance, naming RENEWABLE PRODUCTS as an
additional insured, with liability limits of at least $5 million in the
aggregate.


 


b.                                      Property
and casualty insurance adequately insuring its production facilities and its
other assets against theft, damage and destruction on a replacement cost basis.


 


c.                                       Workers’
compensation insurance to the extent required by law.


 


DAKOTA ETHANOL will not change its insurance
coverage during the term of this Agreement, except to increase it or enhance
it, without the prior written consent of RENEWABLE PRODUCTS.


 


5





















 


25.                               Indemnification by
DAKOTA ETHANOL.  Except as otherwise
provided herein, DAKOTA ETHANOL shall indemnify, defend and hold harmless
RENEWABLE PRODUCTS, and its officers, directors, employees and agents from and
against all actions, causes of actions, claims, costs, expenses, damages and
liabilities, including reasonable attorneys’ fees, which RENEWABLE PRODUCTS may
incur with respect to or be required to pay to a third party as a result of a
breach by DAKOTA ETHANOL of any covenant, representation or warranty herein, or
any negligence, fraud or misrepresentation of DAKOTA ETHANOL, except to the
extent such losses or damages are caused by the negligence, fraud, willful
injury or willful violation of law by the RENEWABLE PRODUCTS, or its officers,
directors, employees and agents or by the reckless disregard of its duties
hereunder by any such person.


 


26.                               Indemnification by
RENEWABLE PRODUCTS.  Except as
otherwise provided herein, RENEWABLE PRODUCTS shall indemnify, defend and hold
harmless DAKOTA ETHANOL, and its officers, directors, employees and agents from
and against all actions, causes of actions, claims, costs, expenses, damages
and liabilities, including reasonable attorneys’ fees, which DAKOTA ETHANOL may
incur with respect to or be required to pay to a third party as a result of a
breach by RENEWABLE PRODUCTS of any covenant, representation or warranty
herein, or any negligence, fraud or misrepresentation of RENEWABLE PRODUCTS,
except to the extent such losses or damages are caused by the negligence,
fraud, willful injury or willful violation of law by the DAKOTA ETHANOL, or its
officers, directors, employees and agents or by the reckless disregard of its
duties hereunder by any such person.


 


27.                               Survival of Terms;
Dispute Resolution.


 


(a)                                  All representations,
warranties and covenants made in connection with this Agreement will survive
the termination of this Agreement.  The
parties will, therefore, be able to pursue claims related to those
representations, warranties and agreements after the termination of this
Agreement, unless those claims are barred by the applicable statute of
limitations.  Similarly, any claims that
the parties have against each other that arise out of actions or omissions that
take place while this Agreement is in effect will survive the termination of
this Agreement.  This means that the
parties may pursue those claims even after the termination of this Agreement,
unless applicable statutes of limitation bar those claims.


 


(b)                                 The parties agree
that, should a dispute between them arise in connection with this Agreement,
the parties will complete, in good faith, a mediation session prior to the
filing of any action in any court.  Such
mediation session shall occur at a place that is mutually agreeable, and shall
be conducted by a mediator to be selected by mutual agreement of the parties.


 


28.                               Choice of Law; Venue.  The parties agree that this Agreement will be
governed by, interpreted under and enforced in accordance with South Dakota
law.


 


29.                               Assignment.  Neither party may assign its rights or
obligations under this Agreement without the written consent of the other party,
which consent will not be unreasonably withheld.


 


6





















 


30.                               Entire Agreement.  This Agreement constitutes the entire
agreement between the parties covering everything agreed upon or understood in
the transaction.  There are no oral
promises, conditions, representations, understandings, interpretations, or
terms of any kind as conditions or uncomments to the execution thereof or in
effect between Buyer and Seller, except as expressed in this Agreement.  No change or addition shall be made to this
Agreement except by a written document signed by all parties hereto.


 


31.                               Execution of
Counterparts.  This Agreement may be
executed by the parties on any number of separate counterparts, and by each
party on separate counterparts, each of such counterparts being deemed by the
parties to be an original instrument; and all of such counterparts, taken
together, shall be deemed to constitute one and the same instrument.


 


32.                               Duplicate Counterpart
Includes Facsimile.  The parties
specifically agree and acknowledge that a duplicate original hereof shall
include, but not be limited to, a counterpart produced by virtue of a facsimile
(“fax”) machine.


 


33.                               Binding Effect.  This Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and there respective heirs,
personal representative, successors and assigns.


 


34.                               Notices.  Any notice or other communication required or
permitted hereunder shall be in writing and shall be considered delivered in
any respects when it has been delivered by hand or mailed by first class mail
postage prepaid, addressed as follows:


 


TO:         Renewable
Products Marketing Group, L.L.C.


809 East Main Street, Suite 2


 


Belle Plaine, MN 56011


Facsimile:  952-873-2427


Attn: 
Steve Bleyl, CEO


 


TO:         DAKOTA
ETHANOL


P.O. Box 100


Wentworth, SD 57075


Facsimile:  605-483-2681Attn:  Scott Mundt, General Manager


 


[The rest
of the page intentionally left blank]


 


7





















 


IN WITNESS WHEREOF, the
parties hereto have set their hands the day and year first written above.


 


	
   

  	
  RENEWABLE PRODUCTS MARKETING

  
	
   

  	
  GROUP, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By :

  	
  Steve Bleyl

  	
   

  
	
   

  	
  Its CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DAKOTA ETHANOL,
  L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By :

  	
  Brian Woldt

  	
   

  
	
   

  	
  Its Chairman
  Board of Managers

  
					



 


8





















 


EXHIBIT A


 


TERMS AND CONDITIONS OF
OWNERSHIP IN RENEWABLE PRODUCTS


 


While DAKOTA ETHANOL may request to become an
owner in RENEWABLE PRODUCTS at any time during the term of the Ethanol Fuel
Marketing Agreement between DAKOTA ETHANOL and RENEWABLE PRODUCTS, DAKOTA
ETHANOL shall not be eligible for ownership in RENEWABLE PRODUCTS until the
last day of the 12th month of the initial term of this Agreement.  The ownership of DAKOTA ETHANOL in RENEWABLE
PRODUCTS shall be subject to the approval of each then-current owner in
RENEWABLE PRODUCTS.


 


If DAKOTA ETHANOL is accepted as an owner,
DAKOTA ETHANOL shall be bound by all of the terms and conditions of the
operating agreement of RENEWABLE PRODUCTS to the extent such terms and conditions
do not contradict the following terms and conditions of ownership as have been
specifically negotiated between DAKOTA ETHANOL and RENEWABLE PRODUCTS as of the
date of this Agreement:


 


(1)                                  Upon
acceptance of DAKOTA ETHANOL as an owner in of RENEWABLE PRODUCTS, DAKOTA
ETHANOL shall make a capital contribution to RENEWABLE PRODUCTS consisting of
the following three payments:


 


(a)                                  a
lump sum payment of $105,000 shall be contributed to RENEWABLE PRODUCTS by
DAKOTA ETHANOL immediately upon DAKOTA ETHANOL’s becoming an owner in RENEWABLE
PRODUCTS; and


 


(b)                                 a
payment of $500,000 shall be contributed to RENEWABLE PRODUCTS by DAKOTA
ETHANOL, which shall be contributed by one of the following three (3) methods:


 


(i)                                     as
a lump payment due on the date DAKOTA ETHANOL becomes an owner of RENEWABLE
PRODUCTS;


 


(ii)                                  as
a monthly offset against the aggregate pooling fee payable by DAKOTA ETHANOL to
RENEWABLE PRODUCTS under this Agreement; or


 


(iii)                               as
any combination of both (i) and (ii) subject to the approval of RENEWABLE
PRODUCTS.


 


(c)                                  a
capital contribution equal to the amount of any additional equity put into
RENEWABLE PRODUCTS by the current owners at the time of joining.


 


(2)                                  If
DAKOTA ETHANOL elects to contribute the $500,000 as a monthly offset pursuant
to subparagraph 1(b)(ii) above, the monthly offset shall be calculated as
follows:


 


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(a)                                  The
parties shall determine the total gallons of ethanol produced by DAKOTA ETHANOL
for the current month within 10 business days of the close of such month;


 


(b)                                 The parties shall then
determine the difference between:


 


(i)                                     the
per gallon pooling fee payable under Section 9 of the Agreement ($0.01);
and


 


(iii)          the
per gallon operating expenses of RENEWABLE PRODUCTS’ measured by the expenses
incurred for the month in which production is being measured, which shall be
determined within 10 business days of the close of such month;


 


(c)                                  The
parties shall multiply the total monthly production of DAKOTA ETHANOL times the
amount determined in subparagraph 2(b) above.


 


(d)                                 The
calculation set forth in this subparagraph (2) can be illustrated by the
following example:


 


	
  Total Monthly Ethanol Production

  	
   

  	
  4,000,000

  	
   gallons

  
	
   

  	
   

  	
   

  	
   

  
	
  Pooling Fee

  	
   

  	
  $

  	
  0.01

  	
   per
  gallon

  
	
   

  	
   

  	
   

  	
   

  
	
  Operating Expenses

  	
   

  	
  $

  	
  0.0025

  	
   per
  gallon

  
	
   

  	
   

  	
   

  	
   

  
	
  Difference to be multiplied times

  Monthly Production Amount

  	
   

  	
  $

  	
  0.0075

  	
   per
  gallon

  
	
   

  	
   

  	
   

  	
   

  
	
  Offset Amount (4,000,000 x $0.0075)

  	
   

  	
  $

  	
  30,000

  	
   

  



 


(3)                                  The
monthly offset shall be applied toward the $500,000 capital contribution amount
and shall reduce the outstanding balance payable of same.


 


(4)                                  DAKOTA
ETHANOL shall be eligible, at any time, to make lump sum payments of any amount
to reduce the outstanding balance of its capital contribution.


 


[The rest
of the page intentionally left blank]


 


10





















 


EXHIBIT B


 


RIDER NINE (9) TO RAILROAD
CAR LEASE AGREEMENT


 


Effective this 1st day of August,
2005, this Rider shall became a part of the Railroad Car Lease Agreement
between Trinity Industries Leasing Company, Lessor, and Renewable Products
Marketing Group, LLC, Lessee, dated April 25, 2001 and the cars described
herein shall be leased to Lessee, subject to the terms and conditions in said
Railroad Car Lease Agreement, during the term and for the rental shown below:


 


	
   

  	
   

  	
   

  	
   

  	
  Approximate

  	
   

  	
  Base

  	
   

  
	
  Number

  	
   

  	
   

  	
   

  	
  Capacity

  	
   

  	
  Monthly

  	
   

  
	
  of

  	
   

  	
   

  	
   

  	
  (gallonage or

  	
   

  	
  Rental

  	
   

  
	
  Cars

  	
   

  	
  Type and Description

  	
   

  	
  cubic feet)

  	
   

  	
  (Per Car)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  108

  	
   

  	
  DOT 111A100W1 non-coiled and non-insulated
  tank cars 

  	
   

  	
  30,145

  	
   

  	
  $

  	
  570.00

  	
   

  
	
   

  	
   

  	
  TILX 191517 through and including TILX
  191539, and

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TILX 192363 through and including TILX
  192412, and

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TILX 192450 through and including TILX
  192469, and

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TILX 192500 through and including TILX
  192504.

  	
   

  	
   

  	
   

  	
   

  	
   

  
									



 


Delivery -  Notwithstanding Article 2, Lessor shall
deliver each car to Lessee freight charges prepaid, in the yard or the
delivering line at Lessee’s facility located at Wentworth, South Dakota.


 


Weight Limitations -
Lessee shall not exceed the weight limitations prescribed for operation of cars
in unrestricted interchange service as set forth under AAR Interchange Rule 91
without Lessor’s prior written consent.


 


Escalation of Monthly Rental Charge:


 


1.                                       Modifications
- in accordance with Article 19 of Railroad Car Lease Agreement, any
change in car design required by the AAR, DOT, FRA or other governmental
authority during the term of this lease will cause the monthly car rental to
increase for each car on the month following its modification as follows:


 


A.           For modification with a
useful life equal to the car itself, car rental will increase by a monthly rate
of $1.75 per car for each $100 of Lessor’s cost incurred in the course of
making modification.


 


B.             For modification with
a useful life less than that of the car, monthly car rental increase will equal
cost of modification including the implicit cost of money at 10% per annum,
divided by the number of months of estimated remaining life of the
modification.


 


2.                                       High
Mileage - in accordance with Article 20, in the event that a car travels
more than 35,000 miles (empty and loaded) in any calendar year, the Lessee
shall pay the Lessor $0.03 per mile for each mile over 35,000 traveled by such
car.


 


The minimum rental period
for the cars leased hereunder shall be one hundred twenty (120) months, and the
cars shall continue under lease thereafter for successive one (1) month
terms, at the same rate and under the same conditions, unless notice, in
writing, requesting cancellation shall be given by either party to the other at
least thirty (30) days prior to expiration of the initial term or any
successive term for cars covered by this Rider. 
Thereafter, this Rider shall terminate automatically upon the date of
release of the last car covered by this Rider.


 


TRINITY INDUSTIRES LEADING COMPANY


 


	
  By:

  	
  /s/ Thomas Jardin

  	
   

  
	
  Vice President

  
	
   

  
	
  RENEWABLE PRODUCTS MARKETING GROUP, LLC

  
	
   

  
	
  By:

  	
  /s/Todd Krugel

  	
   

  
	
  Title:
  Ethanol Marketing Mgr.

  
				



 


11