##### 



Exhibit 10.24
   OWNER
  DESIGN-BUILDER
  *
    
    Portions omitted pursuant to a request for confidential treatment and filed separately with
the Securities and Exchange Commission.




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##### 



TABLE OF CONTENTS
 PageArticle 1 Definitions; Rules of Interpretation
    
    
    11.1
    
    
    Rules of Construction
    
    
    11.2
    
    
    Defined Terms
    
    
    2Article 2 The Project
    
    
    62.1
    
    
    Services to be Performed
    
    
    62.2
    
    
    Extent of Agreement
    
    
    62.3
    
    
    Conflicting Provisions
    
    
    7Article 3 Design-Builder Responsibilities
    
    
    73.1
    
    
    Design-Builders Services in General
    
    
    73.2
    
    
    Design Development and Services
    
    
    83.3
    
    
    Standard of Care
    
    
    93.4
    
    
    Government Approvals and Permits
    
    
    93.5
    
    
    Subcontractors
    
    
    93.6
    
    
    Maintenance of Site
    
    
    103.7
    
    
    Project Safety
    
    
    103.8
    
    
    Submission of Reports
    
    
    103.9
    
    
    Training
    
    
    11Article 4 Owners Responsibilities
    
    
    114.1
    
    
    Duty to Cooperate
    
    
    114.2
    
    
    Furnishing of Services and Information
    
    
    114.3
    
    
    Financial Information; Cooperation with Lenders; Failure to Obtain Financial Closing
    
    
    124.4
    
    
    Owners Representative
    
    
    134.5
    
    
    Government Approvals and Permits
    
    
    134.6
    
    
    Owners Separate Contractors
    
    
    134.7
    
    
    Security
    
    
    13Article 5 Ownership of Work Product; Risk of Loss
    
    
    145.1
    
    
    Work Product
    
    
    145.2
    
    
    Owners Limited License Upon Payment in Full
    
    
    145.3
    
    
    Owners Limited License Upon Owners Termination for Convenience or Design-Builders Election to Terminate
    
    
    145.4
    
    
    Owners Limited License Upon Design-Builders Default
    
    
    155.5
    
    
    Owners Indemnification for Use of Work Product
    
    
    155.6
    
    
    Risk of Loss
    
    
    15
  i




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PageArticle 6 Commencement and Completion of the Project
    
    
    166.1
    
    
    Phase I and Phase II Engineering
    
    
    166.2
    
    
    Notice to Proceed; Commencement
    
    
    166.3
    
    
    Project Start-Up and Testing
    
    
    176.4
    
    
    Substantial Completion
    
    
    176.5
    
    
    Final Completion
    
    
    186.6
    
    
    Post Completion Support
    
    
    19Article 7 Performance Testing and Liquidated Damages
    
    
    197.1
    
    
    Performance Guarantee
    
    
    197.2
    
    
    Performance Testing
    
    
    207.3
    
    
    Liquidated Damages
    
    
    217.4
    
    
    Bonds and Other Performance Security
    
    
    21Article 8 Warranties
    
    
    228.1
    
    
    Design-Builder Warranty
    
    
    228.2
    
    
    Correction of Defective Work
    
    
    238.3
    
    
    Warranty Period Not Limitation to Owners Rights
    
    
    23Article 9 Contract Price
    
    
    249.1
    
    
    Contract Price
    
    
    249.2
    
    
    Effect of Cost Increase on Contract Price
    
    
    24Article 10 Payment Procedures
    
    
    2410.1
    
    
    Payment Prior to Financial Closing
    
    
    2410.2
    
    
    Progress Payments
    
    
    2510.3
    
    
    Final Payment
    
    
    2610.4
    
    
    Failure to Pay Amounts Due
    
    
    2610.5
    
    
    Design-Builders Payment Obligations
    
    
    2710.6
    
    
    Record Keeping and Finance Controls
    
    
    27Article 11 Hazardous Conditions and Differing Site Conditions
    
    
    2711.1
    
    
    Hazardous Conditions
    
    
    2711.2
    
    
    Differing Site Conditions; Inspection
    
    
    28Article 12 Force Majeure; Change in Legal Requirements
    
    
    2812.1
    
    
    Force Majeure Event
    
    
    2812.2
    
    
    Effect of Force Majeure Event
    
    
    2912.3
    
    
    Change in Legal Requirements
    
    
    3012.4
    
    
    Time Impact And Availability
    
    
    30Article 13 Changes to the Contract Price and Scheduled Completion Dates
    
    
    3013.1
    
    
    Change Orders
    
    
    3013.2
    
    
    Contract Price Adjustments
    
    
    3113.3
    
    
    Emergencies
    
    
    3113.4
    
    
    Failure to Complete Owners Milestones
    
    
    31
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PageArticle 14 Indemnity
    
    
    3214.1
    
    
    Tax Claim Indemnification
    
    
    3214.2
    
    
    Payment Claim Indemnification
    
    
    3214.3
    
    
    Design-Builders General Indemnification
    
    
    3214.4
    
    
    Owners General Indemnification
    
    
    3314.5
    
    
    Patent and Copyright Infringement
    
    
    33Article 15 Stop Work; Termination for Cause
    
    
    3415.1
    
    
    Owners Right to Stop Work
    
    
    3415.2
    
    
    Owners Right to Perform and Terminate for Cause
    
    
    3415.3
    
    
    Owners Right to Terminate for Convenience
    
    
    3515.4
    
    
    Design-Builders Right to Stop Work
    
    
    3615.5
    
    
    Design-Builders Right to Terminate for Cause
    
    
    3615.6
    
    
    Bankruptcy of Owner or Design-Builder
    
    
    3715.7
    
    
    Lenders Right to Cure
    
    
    38Article 16 Representatives of the Parties
    
    
    3816.1
    
    
    Designation of Owners Representatives
    
    
    3816.2
    
    
    Designation of Design-Builders Representatives
    
    
    38Article 17 Insurance
    
    
    3917.1
    
    
    Insurance
    
    
    3917.2
    
    
    Design-Builders Insurance Requirements
    
    
    4017.3
    
    
    Owners Liability Insurance
    
    
    4117.4
    
    
    Owners Property Insurance
    
    
    41Article 18 Representations and Warranties
    
    
    4318.1
    
    
    Design-Builder and Owner Representations and Warranties
    
    
    4318.2
    
    
    Design-Builder Representations and Warranties
    
    
    43Article 19 Dispute Resolution
    
    
    4319.1
    
    
    Dispute Avoidance and Mediation
    
    
    4319.2
    
    
    Arbitration
    
    
    4419.3
    
    
    Duty to Continue Performance
    
    
    4519.4
    
    
    No Consequential Damages
    
    
    4519.5
    
    
    Limitation of Liability
    
    
    45Article 20 Confidentiality of Shared Information
    
    
    4620.1
    
    
    Non-Disclosure Obligation
    
    
    4620.2
    
    
    Publicity and Advertising
    
    
    4720.3
    
    
    Term of Obligation
    
    
    47
  iii




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PageArticle 21 Miscellaneous
    
    
    4721.1
    
    
    Assignment
    
    
    4721.2
    
    
    Successors
    
    
    4721.3
    
    
    Governing Law
    
    
    4821.4
    
    
    Severability
    
    
    4821.5
    
    
    No Waiver
    
    
    4821.6
    
    
    Headings
    
    
    4821.7
    
    
    Notice
    
    
    4821.8
    
    
    No Privity with Design Consultant/Subcontractors
    
    
    4921.9
    
    
    Amendments
    
    
    4921.10
    
    
    Entire Agreement
    
    
    4921.11
    
    
    Third-Party Beneficiaries
    
    
    4921.12
    
    
    Counterparts
    
    
    4921.13
    
    
    Survival
    
    
    50EXHIBIT A Performance Guarantee Criteria
    
    
    A-1EXHIBIT B General Project Scope
    
    
    B-1EXHIBIT C Owners Responsibilities
    
    
    C-1EXHIBIT D ICM License Agreement
    
    
    D-1EXHIBIT E Schedule of Values
    
    
    E-1EXHIBIT F Form of Informational Report
    
    
    F-1EXHIBIT G Required Permits
    
    
    G-1EXHIBIT H Form of Performance Bond
    
    
    H-1EXHIBIT I Form of Payment Bond
    
    
    I-1EXHIBIT J Draw (Payment) Schedule
    
    
    J-1EXHIBIT K Air Emissions Application and Note to Air Emissions Application
    
    
    K-1EXHIBIT L Phase I and Phase II Engineering Services Agreement
    
    
    L-1EXHIBIT M Form of Application for Payment
    
    
    M-1EXHIBIT N Form of Lien Waiver
    
    
    N-1EXHIBIT O Form of Consent to Assignment
    
    
    O-1EXHIBIT PForm of Certificate of Financial Closing
    
    
    P-1
  iv




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##### 



LUMP SUM DESIGN-BUILD CONTRACT
 Agreement Effective Date Owner Design-Builder Party Parties
 RECITALS
 MGY Plant
   AGREEMENT
 Article 1
Definitions; Rules of Interpretation
 1.1 Rules of Construction.
 (a)
    
    The masculine shall include the feminine and neuter.
 (b)
    
    References to Articles, Sections, Schedules, or Exhibits shall be to
Articles, Sections, Schedules or Exhibits of this Agreement.
 (c)
    
    This Agreement was negotiated and prepared by each of the Parties with the
advice and participation of counsel. The Parties have agreed to the wording of this
Agreement and none of the provisions hereof shall be construed against one Party on the
ground that such Party is the author of this Agreement or any part hereof.
  1




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##### 



1.2 Defined Terms.
 AAA
 Agreement
 Air Emissions Tester
 Applicable Law
 (a)
    
    any and all laws, legislation, statutes, codes, acts, rules, regulations,
ordinances, treaties or other similar legal requirements enacted, issued or promulgated
by a Governmental Authority;
 (b)
    
    any and all orders, judgments, writs, decrees, injunctions, Governmental
Approvals or other decisions of a Governmental Authority; and
 (c)
    
    any and all legally binding announcements, directives or published practices or
interpretations, regarding any of the foregoing in (a) or (b) of this definition,
enacted, issued or promulgated by a Governmental Authority;
  Application for Payment
 As Built Plans
 Bankrupt Party
 Baseline Index
 CCI
 Change Order
 Certificate of Substantial Completion
 Confidential Information
 Construction Documents
 Contract Documents
 Contract Price
  2




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##### 



Contract Time(s)
 Damages
 Day Days
 Design-Builder
 Design-Builders Representative
 Design-Builders Senior Representative
 Design Consultant
 Differing Site Conditions
 Effective Date
 Fagen Engineering
 Final Application for Payment
 Final Completion
 Final Completion Date
 Final Payment
 Financial Closing
 Financing Documents
 Force Majeure Event
  3




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##### 



Governmental Approvals
 Governmental Authority
 Hazardous Conditions
 ICM
 ICM License Agreement
 Indemnified Parties
 Independent Engineer
 Industry-Wide Disruption
 Informational Report
 Legal Requirements Laws
 Lenders
 Lenders Agent
 Manufacturers Warranty
  4




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##### 



MGY
 Notice to Proceed
 Operating Procedures
 Owner
 Owner Indemnified Parties
 Owners Milestones
 Owners Operator
 Owners Representative
 Owners Senior Representative
 Party or Parties
 Pass Through Warranties
 Pay Period th
 Payment Bond
 Performance Bond
 Performance Guarantee Criteria
 Performance Tests
 Phase I
  5




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##### 



Phase I and Phase II Engineering Services Agreement
 Phase II
 Plant
 Project
 Punch List
 Qualified Independent Expert
 Safety Representative
 Schedule of Values
 Scheduled Substantial Completion Date
 Site
 Subcontractor
 Substantial Completion
 Work
 Work Product
 Article 2
The Project
 2.1 Services to be Performed. Project
 2.2 Extent of Agreement. Contract
Documents
  6




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##### 



2.2.1
 2.2.2
 List of Exhibits
 Exhibit A
    
    Performance Guarantee CriteriaExhibit B
    
    General Project ScopeExhibit C
    
    Owners ResponsibilitiesExhibit D
    
    ICM License AgreementExhibit E
    
    Schedule of ValuesExhibit F
    
    Form of Informational ReportExhibit G
    
    Required PermitsExhibit H
    
    Form of Performance BondExhibit I
    
    Form of Payment BondExhibit J
    
    Draw (Payment) ScheduleExhibit K
    
    Air Emissions Application and Note to Air Emissions ApplicationExhibit L
    
    Phase I and Phase II Engineering Services AgreementExhibit M
    
    Form of Application for PaymentExhibit N
    
    Form of Lien WaiverExhibit O
    
    Form of Consent to AssignmentExhibit P
    
    Form of Certificate of Financial Closing
 2.2.3
 2.3 Conflicting Provisions.
  7




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##### 



Article 3
Design-Builder Responsibilities
 3.1 Design-Builders Services in General. Work
 3.2 Design Development and Services.
 3.2.1 Construction
Documents
 3.2.2
 3.2.3
 3.2.4
  8




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##### 



3.3 Standard of Care.
 3.4 Government Approvals and Permits.
 3.5 Subcontractors.
 3.5.1
 3.5.2
 3.5.3
 3.5.4
  9




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##### 



3.6 Maintenance of Site.
 3.7 Project Safety.
 3.7.1 Safety Representative
 3.7.2
 3.7.3
 3.8 Submission of Reports. Informational Report
  10




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##### 



3.9 Training.
 Article 4
Owners Responsibilities
 4.1 Duty to Cooperate.
 4.1.1
 4.1.2
 4.2 Furnishing of Services and Information.
 4.2.1
 (a)
    
    surveys describing the property, boundaries, topography and reference points
for use during construction, including existing service and utility lines;
  11




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##### 



(b)
    
    geotechnical studies describing subsurface conditions including soil borings,
and other surveys describing other latent or concealed physical conditions at the Site;
 (c)
    
    temporary and permanent easements, zoning and other requirements and
encumbrances affecting land use, or necessary to permit the proper design and
construction of the Project and enable Design-Builder to perform the Work;(d)
    
    A legal description of the Site;
 (e)
    
    to the extent available, as-built and record drawings of any existing
structures at the Site; and
 (f)
    
    all environmental studies, reports and impact statements describing the
environmental conditions, including Hazardous Conditions, in existence at the Site that
have been conducted or performed.
 4.2.2
 4.2.3
 4.3 Financial Information; Cooperation with Lenders; Failure to Obtain Financial Closing.
  12




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##### 



4.4 Owners Representative.
 4.5 Government Approvals and Permits.
 4.6 Owners Separate Contractors.
 4.7 Security.
  13




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##### 



Article 5
Ownership of Work Product; Risk of Loss
 5.1 Work Product. Work Product
 5.2 Owners Limited License Upon Payment in Full. As Built Plans Indemnified Parties
 5.2.1
  14




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##### 



5.3 Owners Limited License Upon Owners Termination for Convenience or Design-Builders Election
to Terminate.
 (a)
    
    Use of the Work Product is at Owners sole risk without liability or legal
exposure to any Indemnified Party; provided, however, that any Pass Through Warranties
regarding equipment or express warranties regarding equipment provided by this
Agreement shall remain in effect according to their terms; and
 (b)
    
    If the termination for convenience is by Owner in accordance with Section 15.3
hereof, or if Design-Builder elects to terminate this Agreement in accordance with
Section 15.5, then Owner agrees to pay Design-Builder the additional sum of Two Million
Five Hundred Thousand Dollars ($2,500,000.00) as compensation for the limited right to
use the Work Product completed as is on the date of termination in accordance with
this Article 5.
 5.4 Owners Limited License Upon Design-Builders Default.
 5.5 Owners Indemnification for Use of Work Product.
 5.6 Risk of Loss.
  15




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##### 



Article 6
Commencement and Completion of the Project
 6.1 Phase I and Phase II Engineering. Fagen Engineering Phase I and Phase II
Engineering Services Agreement
 6.2 Notice to Proceed; Commencement. Notice to Proceed
  16




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##### 



6.2.1
 
  6.3 Project Start-Up and Testing.
 6.4 Substantial Completion.
 6.4.1 Scheduled Substantial Completion Date
 6.4.2 Substantial Completion
  17




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##### 



6.4.3 Procedures Certificate
of Substantial Completion Punch List
 6.5 Final Completion.
 6.5.1 Final Completion Date
 6.5.2 Final Completion
 (a)
    
    Substantial Completion has been achieved;(b)
    
    any outstanding amounts owed by Design-Builder to Owner have been paid in full;(c)
    
    the items identified on the Punch List have been completed by Design-Builder;(d)
    
    clean-up of the Site has been completed;(e)
    
    all permits required to have been obtained by Design-Builder have been
obtained;(f)
    
    the information in Section 6.5.4 has been provided to Owner;(g)
    
    release and waiver of all claims and liens from Design-Builder and
Subcontractors have been provided; and(h)
    
    the Performance Tests have been successfully completed.
 6.5.3
  18




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##### 



6.5.4
 (a)
    
    an affidavit that there are no claims, obligations or liens outstanding or
unsatisfied for labor, services, material, equipment, taxes or other items performed,
furnished or incurred for or in connection with the Work which will in any way affect
Owners interests;
 (b)
    
    a general release executed by Design-Builder waiving, upon receipt of final
payment by Design-Builder, all claims for payment, additional compensation, or damages
for delay, except those previously made to Owner in writing and remaining unsettled at
the time of Final Payment provided such general release shall not waive defenses to
claims that may be asserted by Owner after payment or claims arising after payment;(c)
    
    consent of Design-Builders surety, if any, to Final Payment; and
 (d)
    
    a hard copy of the As Built Plans; provided, however, that such plans will
remain the Work Product of the Design-Builder and subject in all respects to Article 5.
 6.5.5
 6.6 Post Completion Support.
 Article 7
Performance Testing and Liquidated Damages
 7.1 Performance Guarantee. Performance Guarantee Criteria
  19




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##### 



7.2 Performance Testing.
 7.2.1 Performance Tests
 7.2.2
 7.2.3
  20




---



##### 



7.2.4
 7.3 Liquidated Damages.
 7.3.1 th
 7.3.2 Maximum Liquidated Damages.
 7.3.3
 7.3.4
 7.4 Bonds and Other Performance Security.
  21




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##### 



7.4.1 Performance Bond
 (a)
    
    Design-Builder shall post additional bonds or security (which must be in form
and substance satisfactory to Owner and the Lenders) or shall increase the amount of
the Performance Bond by the amount of any increases to the Contract Price; provided,
however, that Owner shall pay all costs of obtaining such bonds or security, plus pay
Design-Builder a fee of seven and one half percent (7.5%) for obtaining such bonds or
security, such fee to be calculated by multiplying seven and one half percent (7.5%)
times the cost of the bonds or security.
 (b)
    
    The Performance Bond shall secure the Design-Builders obligations to complete
the Work in accordance with this Agreement.
 7.4.2 Payment Bond
 (a)
    
    Design-Builder shall post additional bonds or security (which must be in form
and substance reasonably satisfactory to Owner and the Lenders) or shall increase the
amount of the Payment Bond by the amount of any increase to the Contract Price.
 (b)
    
    The Payment Bond shall secure the Design-Builders obligations to pay its
Subcontractors, vendors and suppliers.
 (c)
    
    The Payment Bond shall provide the conditions upon which Subcontractors,
vendors and suppliers may draw upon such Payment Bond following Design-Builders
failure to pay amounts due such Subcontractors, vendors and suppliers.
  22




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##### 



Article 8
Warranties
 8.1 Design-Builder Warranty.
 8.2 Correction of Defective Work.
 8.2.1
 8.2.2
 8.3 Warranty Period Not Limitation to Owners Rights.
  23




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##### 



Article 9
Contract Price
 9.1 Contract Price. Contract Price
 9.2 Effect of Cost Increase on Contract Price.
 9.2.1 Construction Cost Index Increase. Baseline Index CCI CCI
 Article 10
Payment Procedures
 10.1 Payment Prior to Financial Closing.
 10.1.1 Mobilization Fee.
  24




---



##### 



10.2 Progress Payments.
 10.2.1 Application for Payment.
 10.2.2
 10.2.3
 10.2.4
 10.2.5 Schedule of Values. Schedule of Values
  25




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##### 



10.2.6 Withholding of Payments.
 10.2.7 Retainage on Progress Payments.
 10.3 Final Payment. Final Application for Payment Final Payment
 10.4 Failure to Pay Amounts Due.
 10.4.1 Interest
 10.4.2 Right to Suspend Work.
 10.4.3 Failure to Make Final Payment.
  26




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##### 



10.5 Design-Builders Payment Obligations.
 10.6 Record Keeping and Finance Controls.
 Article 11
Hazardous Conditions and Differing Site Conditions
 11.1 Hazardous Conditions.
 11.1.1
 11.1.2
 11.1.3
  27




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##### 



11.1.4
 11.1.5
 11.1.6
 11.2 Differing Site Conditions; Inspection.
 11.2.1 Differing Site Conditions
 11.2.2
  28




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##### 



Article 12
Force Majeure; Change in Legal Requirements
 12.1 Force Majeure Event. Force Majeure Event
 12.2 Effect of Force Majeure Event.
 (a)
    
    the nonperforming Party, within forty-eight (48) hours after the nonperforming
Party actually becomes aware of the occurrence and impact of the Force Majeure Event,
gives the other Party written notice describing the event or circumstance in detail,
including an estimation of its expected duration and probable impact on the performance
of the affected Partys obligations hereunder and continues to furnish timely regular
reports with respect thereto during the continuation of and upon the termination of the
Force Majeure Event;
 (b)
    
    the suspension of performance is of no greater scope and of no longer duration
than is reasonably required by the Force Majeure Event;
 (c)
    
    the obligations of either Party that arose before the occurrence causing the
suspension of performance and the performance that is not prevented by the occurrence,
shall not be excused as a result of such occurrence;
 (d)
    
    the nonperforming Party uses its best efforts to remedy its inability to
perform and mitigate the effect of such event and resumes its performance at the
earliest practical time after cessation of such occurrence or until such time that
performance is practicable;
  29




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##### 



(e)
    
    when the nonperforming Party is able to resume performance of its obligations
under the Contract Documents, that Party shall give the other Party written notice to
that effect; and
 (f)
    
    Design-Builder shall be entitled to a Day-for-Day time extension for those
events set forth in Section 12.1 to the extent the occurrence of such event delayed
Design-Builders performance of its obligations under this Agreement.
 12.3 Change in Legal Requirements.
 12.4 Time Impact And Availability. Industry-Wide
Disruption
 Article 13
Changes to the Contract Price and Scheduled Completion Dates
 13.1 Change Orders.
 13.1.1 Change Order
 (a)
    
    the scope of the change in the Work;(b)
    
    the amount of the adjustment to the Contract Price; and(c)
    
    the extent of the adjustment to the Contract Time(s).
 13.1.2
  30




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##### 



13.1.3
 13.2 Contract Price Adjustments.
 13.2.1
 13.2.2
 13.3 Emergencies.
 13.4 Failure to Complete Owners Milestones. Owners Milestones
  31




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##### 



Article 14
Indemnity
 14.1 Tax Claim Indemnification.
 14.2 Payment Claim Indemnification.
 14.3 Design-Builders General Indemnification.
 14.3.1 Owner Indemnified Parties Damages
 14.3.2
  32




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##### 



14.3.3
 14.3.4
 14.4 Owners General Indemnification.
 14.4.1
 14.4.2
 14.5 Patent and Copyright Infringement
 14.5.1
  33




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##### 



14.5.2
 14.5.3
 Article 15
Stop Work; Termination for Cause
 15.1 Owners Right to Stop Work.
 15.2 Owners Right to Perform and Terminate for Cause.
 15.2.1
  34




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##### 



15.2.2
 15.2.3
 15.2.4
 15.3 Owners Right to Terminate for Convenience.
  35




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##### 



15.3.1
 (a)
    
    to the extent not already paid, all Work executed, and for proven loss, cost or
expense in connection with the Work;
 (b)
    
    the reasonable costs and expenses attributable to such termination, including
demobilization costs;
 (c)
    
    amounts due in settlement of terminated contracts with Subcontractors and
Design Consultants;
 (d)
    
    overhead and profit margin in the amount of fifteen percent (15%) on the sum of
items (a) and (b) above; and
 (e)
    
    all retainage withheld by Owner on account of Work that has been completed in
accordance with the Contract Documents.
 15.3.2
 15.4 Design-Builders Right to Stop Work.
 15.4.1
 15.4.2
 15.5 Design-Builders Right to Terminate for Cause.
 15.5.1
  36




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##### 



(a)
    
    The Work has been stopped for sixty (60) consecutive Days, or more than ninety
(90) Days during the duration of the Project, because of court order, any Governmental
Authority having jurisdiction over the Work, or orders by Owner under Section 15.1
hereof, provided that such stoppages are not due to the acts or omissions of
Design-Builder, Design Consultant and their respective officers, agents, employees,
Subcontractors or any other person for whose acts the Design-Builder may be liable
under Law.
 (b)
    
    Owners failure to provide Design-Builder with any information, permits or
approvals that are Owners responsibility under the Contract Documents which result in
the Work being stopped for sixty (60) consecutive Days, or more than ninety (90) Days
during the duration of the Project, even though Owner has not ordered Design-Builder in
writing to stop and suspend the Work pursuant to Section 15.1 hereof.
 (c)
    
    Owner fails to meet its obligations under Exhibit C and such failure results in
the Work being stopped for sixty (60) consecutive Days, or more than ninety (90) Days
during the duration of the Project even though Owner has not ordered Design-Builder in
writing to stop and suspend the Work pursuant to Section 15.1 hereof.
 (d)
    
    Owners failure to cure the problems set forth in Section 15.4.1 above within
seven (7) Days after Design-Builder has stopped the Work.
 15.5.2
 15.6 Bankruptcy of Owner or Design-Builder.
 15.6.1 Bankrupt Party
 (a)
    
    The Bankrupt Party, its trustee or other successor, shall furnish, upon request
of the non-Bankrupt Party, adequate assurance of the ability of the Bankrupt Party to
perform all future obligations under the Contract Documents, which assurances shall be
provided within ten (10) Days after receiving notice of the request; and
 (b)
    
    The Bankrupt Party shall file an appropriate action within the bankruptcy court
to seek assumption or rejection of the Agreement within sixty (60) Days of the
institution of the bankruptcy filing and shall diligently prosecute such action.
  37




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##### 



15.6.2
 15.6.3
 15.7 Lenders Right to Cure.
 Article 16
Representatives of the Parties
 16.1 Designation of Owners Representatives. Owners Senior Representative
 Steve Eastman
Chairman of the Board
106 West Main
PO Box C
Riceville, IA 50466
Telephone: (641) 985-4025
Facsimile: (641) 985-4046
 Owners
Representative
 Steve Eastman
Chairman of the Board
106 West Main
PO Box C
Riceville, IA 50466
Telephone: (641) 985-4025
Facsimile: (641) 985-4046
 16.2 Designation of Design-Builders Representatives. Design-Builders Senior Representative
  38




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##### 



Roland Ron Fagen
CEO and President
501 W. Highway 212
P.O. Box 159
Granite Falls, MN 56241
Telephone: (320) 564-3324
Facsimile: (320) 564-3278
 Design-Builders Representative
 Aaron Fagen
Chief Operating Officer
501 W. Highway 212
P.O. Box 159
Granite Falls, MN 56241
Telephone: (320) 564-3324
Facsimile: (320) 564-3278
 Article 17
Insurance
 17.1 Insurance.
 Commercial General Liability:General Aggregate
    $
    2,000,000Products-Comp/Op AGG
    $
    2,000,000Personal & Adv Injury
    $
    1,000,000Each Occurrence
    $
    1,000,000Fire Damage (Any one fire)
    $
    50,000Med Exp (Any one person)
    $
    5,000
 Automobile Liability:Combined Single LimitEach Occurrence
    $
    1,000,000
 Excess Liability  Umbrella Form:Each Occurrence
    $
    20,000,000Aggregate
    $
    20,000,000
  39




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##### 



Employers Liability:Each Accident
    $
    1,000,000Disease-Policy Limit
    $
    1,000,000Disease-Each Employee
    $
    1,000,000
 Professional Errors and OmissionsPer Claim
    $
    5,000,000Annual
    $
    5,000,000
 17.2 Design-Builders Insurance Requirements.
 17.2.1
 (a)
    
    coverage for claims arising under workers compensation, disability and other
similar employee benefit Laws applicable to the Work;
 (b)
    
    coverage for claims by Design-Builders employees for bodily injury, sickness,
disease, or death;
 (c)
    
    coverage for claims by any person other than Design-Builders employees for
bodily injury, sickness, disease, or death;
 (d)
    
    coverage for usual personal injury liability claims for damages sustained by a
person as a direct or indirect result of Design-Builders employment of the person, or
sustained by any other person;
 (e)
    
    coverage for claims for damages (other than to the Work) because of injury to
or destruction of tangible property, including loss of use;
 (f)
    
    coverage for claims of damages because of personal injury or death, or property
damage resulting from ownership, use and maintenance of any motor vehicle; and
 (g)
    
    coverage for contractual liability claims arising out of Design-Builders
obligations under Section 14.2.
 17.2.2
 17.2.3
  40




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##### 



17.2.4
 17.2.5
 17.3 Owners Liability Insurance.
 17.4 Owners Property Insurance.
 17.4.1
  41




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##### 



17.4.2
 17.4.3
 17.4.4
 17.4.5 All insurance certificates provided by Owner pursuant to this Section 17.4.5
shall, as applicable, clearly identify in writing as additional insureds and/or expressly include
the interests of Design-Builder, Design Consultants and Subcontractors
 17.4.6
 17.4.7
  42




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##### 



Article 18
Representations and Warranties
 18.1 Design-Builder and Owner Representations and Warranties.
 (a)
    
    it is duly organized, validly existing and in good standing under the Laws of
its formation and has all requisite power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the transactions
contemplated hereby;
 (b)
    
    this Agreement has been duly executed and delivered by such Party and
constitutes the legal, valid and binding obligations of such Party, enforceable against
such Party in accordance with their respective terms, except as enforcement may be
limited by bankruptcy, insolvency, moratorium or similar Laws affecting creditors
rights or by general equitable principles;
 (c)
    
    the execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby do not and will not conflict with or violate
(a) the certificate of incorporation or bylaws or equivalent organizational documents
of such Party, or (b) any Law applicable to such Party and other than the permits
listed on Exhibit G, such execution, delivery and performance of this Agreement does
not require any Governmental Approval; and
 (d)
    
    there is no action pending or, to the knowledge of such Party, threatened,
which would hinder, modify, delay or otherwise adversely affect such Partys ability to
perform its obligations under the Contract Documents.
 18.2 Design-Builder Representations and Warranties.
 Article 19
Dispute Resolution
 19.1 Dispute Avoidance and Mediation.
  43




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##### 



AAA
 19.2 Arbitration.
     44




---



##### 



19.3 Duty to Continue Performance.
 19.4 No Consequential Damages.
 19.4.1
 19.4.2
 19.5 Limitation of Liability.
  45




---



##### 



Article 20
Confidentiality of Shared Information
 20.1 Non-Disclosure Obligation. Confidential
Information
 (a)
    
    information that, at the time of disclosure hereunder, is in the public domain;
 (b)
    
    information that, after disclosure hereunder, enters the public domain other
than by breach of this Agreement or the obligation of confidentiality;
 (c)
    
    information that, prior to disclosure hereunder, was already in the recipients
possession, either without limitation on disclosure to others or subsequently becoming
free of such limitation;
 (d)
    
    information obtained by the recipient from a third party having an independent
right to disclose this information; and
 (e)
    
    information that is available through discovery by independent research without
use of or access to the Confidential Information acquired from the other Party; and
 (f)
    
    photographs and descriptive information regarding the Project, including Plant
capacity, Owners name, and Project location, as used by Design-Builder for purposes of
marketing and promotion.
  46




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##### 



20.2 Publicity and Advertising.
 20.3 Term of Obligation.
 Article 21
Miscellaneous
 21.1 Assignment.
 21.2 Successors.
  47




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##### 



21.3 Governing Law.
 21.4 Severability.
 21.5 No Waiver.
 21.6 Headings.
 21.7 Notice.
  
  
  48




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##### 



21.8 No Privity with Design Consultant/Subcontractors.
 21.9 Amendments.
 21.10 Entire Agreement.
 21.11 Third-Party Beneficiaries.
 21.12 Counterparts.
  49




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##### 



21.13 Survival.
   50




---



##### 



IN WITNESS WHEREOF
 OWNER:
    
    DESIGN-BUILDER:Homeland Energy Solutions, LLC
    
    Fagen, Inc.(Name of Owner)
    
    (Name of Design-Builder)/s/ Stephen K. Eastman
    
    /s/ Roland Ron Fagen(Signature)
    
    (Signature)Stephen K. Eastman
    
    Roland Ron Fagen(Printed Name)
    
    (Printed Name)President
    
    CEO and President(Title)
    
    (Title)Date:7/12/07
    
    Date:7/18/07
  51




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##### 



EXHIBIT A
 Performance Guarantee Criteria
 Criteria
    
    Specification
    
    Testing Statement
    
    DocumentationPlant Capacity  fuel grade ethanol
    
    Operate at a rate
of 100 million
gallons per year of
denatured fuel
grade ethanol
meeting the
specifications of
ASTM 4806 based on
353 days of
operation per
calendar year and
4.76% denaturant.
    
    Seven day
performance test
using natural gas
    
    Production records
and written report
by Design-Builder.Corn to Ethanol Conversion ratio;
[*]
    
    Not be less than
2.80 denatured
gallons of ethanol
per bushel (56#) of
corn
    
    As determined by
meter readings
during a seven day
performance test.
    
    Production records
and written
analysis by
Design-Builder.Electrical Energy
    
    0.75 kWh per
denatured gallon of
fuel grade ethanol
[*]
    
    As determined by
meter readings
during a seven day
performance test.
    
    Production records
and written
analysis by
Design-Builder.Natural Gas
    
    Shall not exceed
32,000 Btu per
denatured gallon of
fuel grade ethanol.
(This Performance
Criteria relates to
production of
ethanol and
excludes any
natural gas usage
that may occur for
drying corn.)
    
    As determined by
meter readings
during a seven day
performance test.
    
    Production records
and written
analysis by
Design-Builder.
 *
    
    Portion omitted pursuant to a request for confidential treatment and filed separately with the Securities and
Exchange Commission.
  A-1




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##### 



Criteria
    
    Specification
    
    Testing Statement
    
    DocumentationProcess Water Discharge (not
including cooling tower blowdown
and water pre-treatment (RO)
discharge)
    
    Zero gallons under
normal operations.
    
    Process discharge
meter.
    
    Control System
reports.Air Emissions
    
    None
    
    None
    
    None
  DISCLAIMER:
    A-2




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##### 



EXHIBIT B
 General Project Scope
 2
      B-1




---



##### 



B-2




---



##### 



EXHIBIT C
 Owners Responsibilities
  1)
    
    Land and Grading Owner shall provide a site near New Hampton, Iowa. Owner shall obtain
all legal authority to use the site for its intended purpose and perform technical due
diligence to allow Design-Builder to perform including, but not limited to, proper zoning
approvals, building permits, elevation restrictions, soil tests, and water tests. The site
shall be rough graded per Design-Builder specifications and be +/- three inches of final grade
including the rough grading for Site roadways. The site soils shall be modified as required
to provide a minimum allowable soil bearing pressure as described in Table 1.Other items to be provided by the Owner include, but are not limited to, the following: initial
site survey (boundary and topographic) as required by the Design-Builder, layout of the property
corners including two construction benchmarks, Soil Borings and subsequent Geotechnical Report
describing recommendation for Roads, foundations and if required, soil
stabilization/remediation, land disturbance permit, erosion control permit, site grading as
described above with minimum soil standards, site dewatering costs for construction, placement
of erosion control measures, plant access road from a county, state or federal road designed to
meet local county road standards, plant storm and sanitary sewers, fire water system with
hydrants and plant water main branches taken from the system to be within five feet of the
designated building locations, all tanks, motors and other equipment associated with or
necessary to operate the fire water loop and associated systems, plant roads as specified and
designed for the permanent elevations and effective depth, spill containment and drainage
systems from both rail and truck loading spots into the tank farm or other location,
construction grading plan as drawn (including site retention pond), plant water well and
associated permit(s). The Owner shall provide for Design-Builder aggregate covered areas for
construction trailers and parking along with adequate aggregate covered area or areas for
material laydown purposes. The recommended aggregate specifications shall be as specified by
the Owners geotechnical engineer and approved by Design-Builder. Owner shall also provide the
final grading, seeding, and mulching, and the site fencing at the site.Owner is encouraged to obtain preliminary designs/information and estimates of the cost of
performing all Owner required permits and services as stated in this Exhibit C. Specifically,
the cost of the fire water systems (including associated fire water pumps, required tank,
building (if required), sprinklers, and all other equipment and materials associated with the
fire water delivery systems) is estimated being in excess of $2,000,000. The requirements of
each state and the decisions of each Owner will increase or decrease the actual cost.
Additionally, the cost of the required soil stabilization in Table 1 can be in the range of, or
may exceed, $2.5MM which cost is not included in the Contract Price. The specific soil
stabilization requirements for the grain and DDGS areas will be developed in coordination with
the grain/DDGS area subcontractor. Owner shall prepare site according to Design-
Builders engineering plans provided for the site work under the Phase I and Phase II
Engineering Services Agreement.
  C-1




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##### 



2)
    
    Permits- Owner shall obtain all Operating Permits including, but not limited to, air quality
permits and water discharge permits, in a timely manner to allow construction and startup of
the plant as scheduled by Design-Builder.3)
    
    Storm Water Runoff Permit Owner shall obtain the construction storm-water runoff permit,
permanent storm-water runoff permit, and erosion control/land disturbance permit.4)
    
    Iowa Pollutant Elimination Discharge Permit Owner shall obtain a permit to discharge
cooling tower water, reverse osmosis (R.O.) reject water, and any other waste water directly
to a designated waterway or other location. If required by item 9 below, Owner will secure
appropriate permits for emergency process water discharges.5)
    
    Natural Gas Supply and Service Agreement Continuous supply of natural gas of at least 3.2
billion cubic feet per year, at a minimum rate of 450  550 MCF per hour and at a minimum
pressure of 75  200 psi at the plant site. Pressure reducing stations must be located so as
to provide stable pressure at the point of use. Owner shall provide all gas piping to the use
points and supply meters and regulators to provide burner tip pressures as specified by
Design-Builder. Owner shall also supply a digital flowmeter on-site with appropriate output
for monitoring by the plants computer control system.6)
    
    Temporary Electrical Service Owner shall secure electrical service to supply a minimum 750
KW of electrical power during construction. Owner shall procure, install, and maintain
temporary service to up to three 3-phase, 480/277 volt temporary service transformers and one
1-Phase, 240/120 Volt temporary service transformer located throughout the site. The
transformer sizing, locations, and underground electrical feed routing layout are to be
determined jointly by the Owner, the Design-Builder and the energy supplier. Design-Builder
shall pay energy demand and usage charges up to Substantial Completion.7)
    
    Permanent Electrical Service (1) Owner is responsible to secure continuous service from an
energy supplier to serve the facility. The service from the energy supplier shall be of
sufficient size to provide at a minimum 12.5 MW of electrical capacity for ethanol facility
plus additional capacity for gasification unit to the site. (2) The Owner is responsible for
procurement, installation and maintenance of the site supply and distribution system,
including but not limited to the required substation and all associated distribution lines.
An on-site digital meter is also to be supplied for monitoring of electrical usage. (3) The
responsibility of the Design-Builder starts at the secondary electrical terminals of the site
distribution system transformers that have been installed by Owner (including but not limited
to the 480 volt terminals for the process building transformers; the 480 volt terminals for
the energy center transformers; the 480 volt terminals for the grains transformer; the 480
volt and 4160 volt terminals for the pumphouse transformers; and the 4160 volt terminals for
the chiller transformer). (4) The site distribution system requirements, layout, and meters
are to be determined jointly by the Owner, the Design-Builder and the energy supplier.
  C-2




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##### 



Design-Builder will be providing soft start motor controllers for all motors greater than 150
horsepower and where demanded by process requirements. Owner is encouraged to discuss with its
electrical service supplier whether additional soft start motor controllers are advisable for
this facility and such can be added, with any increased cost being an Owners cost.Design-Builder will provide power factor correction to 0.92 lagging at plant nameplate capacity.
Owner is encouraged to discuss with its electrical service supplier any requirements for power
factor correction above 0.92 lagging. Additional power factor correction can be added with any
increased cost being an Owners cost.8)
    
    Water Supply, Service Agreement, and Pre-Treatment System Owner shall supply on-site
process wells or other water source that is capable of providing a quantity of raw water
satisfying the needs of the Plant. Owner should consider providing a redundant water supply
source. Owner will supply process fresh water supply lines terminating within five (5) feet
of the point of entries designated by Design-Builder, and potable supply lines terminating
within five (5) feet of the buildings as designated on the Phase II civil drawings and at a
point of entry designated by administration building contractor.Owner shall pay for a water pre-treatment system, including any building or structure required
to house such system, to be designed and constructed by Design-Builder and to be integrated into
the Plant. The pre-treatment system will be designed to provide the Plant with the quantity and
quality of raw and treated water needed to supply the Plants process needs. Owner shall
maintain and use the water pre-treatment system, including the use of all chemicals specified
for the operation of such water pre-treatment system, for the entirety of the warranty period
set forth in the Design-Build agreement as such may be extended in accordance therewith.
Owners failure to maintain and to properly use such water pre-treatment system for the warranty
period set forth in the Design-Build Agreement shall void any and all warranties affected by
such failure. The pre-treatment system shall be supplied by a vendor selected and approved by
Design-Builder and shall meet specifications and designs approved by Design-Builder. The water
pre-treatment system will be designed to meet the discharge requirements under the Plants
wastewater discharge permit. Owner shall execute side-letter agreements with Design-Builder as
necessary for the design and construction of such water pre-treatment system including any
required building or structure. Design-Builder shall recover costs for the design and
construction of such system and any required building or structure from the Owner at
Design-Builders standard time plus material rates during the relevant time period and at the
relevant locale.9)
    
    Wastewater Discharge System, Permits and/or Service Agreement Owner to provide discharge
piping, septic tank and drainfield system or connect to municipal system as required for the
sanitary sewer requirements of the Plant. These provisions shall comply with all federal,
state, and local regulations, including any permitting issues.10)
    
    Roads and Utilities Owner shall provide and maintain the ditches and permanent roads,
including the gravel, pavement or concrete, with the roads passing standard compaction tests.
(Design-Builder will maintain aggregate construction roads during construction of the Plant
and will return to original pre-construction condition prior to Owner completing final grade and
surfacing.)
  C-3




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##### 



Except as otherwise specifically stated herein the Owner shall install all utilities so that
they are within five (5) feet of the designated building/structure locations.11)
    
    Administration Building The administration building  one story free standing, office
computer system, telephone system, office copier and fax machine and office furniture and any
other office equipment and personal property for the administration building shall be the sole
and absolute cost and responsibility of Owner and Design-Builder shall have no responsibility
in regards thereto.12)
    
    Maintenance and Power Equipment The maintenance and power equipment as described in Table
2 and any other maintenance and power equipment as required by the plant or desired by Owner
shall be the sole and absolute cost and responsibility of Owner and Design-Builder shall have
no responsibility in regards thereto.13)
    
    Railroads Owner is responsible for any costs associated with the railroads including, but
not limited to, all rail design and engineering and construction and Design-Builder shall have
no responsibility in regards thereto. Owner shall supply drawings and Phase II redline
drawings to Design-Builder.14)
    
    Drawings Owner shall supply drawings to Design-Builder of items supplied under items 11)
and 13) and also supply Phase II redline drawings.15)
    
    Fire Protection System Fire Protection System requirements vary by governmental
requirements per location and by insurance carrier requirements. Owner is responsible to
provide the required fire protection system for the Plant. This may include storage tanks,
pumps, underground fire water mains, fire hydrants, foam or water monitor valves, sprinkler
systems, smoke and heat detection, deluge systems, or other provisions as required by
governmental codes or Owners insurance carriers fire protection criteria.Owner shall pay for a Fire Protection System, including any buildings or structures required to
house such system, to be designed and constructed by Design-Builder and to be integrated into
the Plant. The Fire Protection System shall be designed and constructed to meet the
governmental and insurance requirements. Owner shall execute side-letter agreements with
Design-Builder as necessary for the design and construction of such Fire Protection System
including any buildings or structures required to house such system. Design-Builder shall
recover costs and expenses for the design and construction of such system, including any
required buildings or structures, from Owner at Design-Builders standard time plus material
rates during the relevant time period and at the relevant locale.
  C-4




---



##### 



Table 1 Minimum Soil Bearing Pressure  Responsibility of Owner
** Subject to revision based on detailed design and engineering.
 Required AllowableSoil Bearing PressureDescription
    
    (pounds per square foot)Grain Storage Silos
    
    
    7,000DDGS Storage Silos
    
    
    6,000Corn/DDGS Building
    
    
    4,000Cook Water Tank
    
    
    3,500Methanator Feed Tank
    
    
    3,500Liquefaction Tank #1
    
    
    3,500Liquefaction Tank #2
    
    
    3,500Fermentation Tank #1
    
    
    5,000Fermentation Tank #2
    
    
    5,000Fermentation Tank #3
    
    
    5,000Fermentation Tank #4
    
    
    5,000Fermentation Tank #5
    
    
    5,000Fermentation Tank #6
    
    
    5,000Fermentation Tank #7
    
    
    5,000Beerwell
    
    
    5,000Whole Stillage Tank
    
    
    3,500Thin Stillage Tank
    
    
    3,500Syrup Tank
    
    
    3,500190 Proof Day Tank
    
    
    3,000200 Proof Day Tank
    
    
    3,000Denaturant Tank
    
    
    3,000Fire Water Tank
    
    
    3,000Denatured Ethanol Tank #1
    
    
    3,000Denatured Ethanol Tank #2
    
    
    3,000All Other Areas
    
    
    3,000
  C-5




---



##### 



Table 2 Maintenance and Power Equipment  Responsibility of Owner
 Description
    
    Additional DescriptionSpare Parts
    
    Spare partsParts binsMisc. materials, supplies and equipmentShop supplies and equipment
    
    One shop welderOne portable gas welderOne plasma torchOne acetylene torchOne set of power toolsTwo sets of hand tools with tool boxesCarts and dolliesHoists (except centrifuge overhead crane)Shop tablesMaintenance office furnishings & suppliesFire ExtinguishersReference booksSafety manualsSafety cabinets & supplies, etc.Safety showers as requiredRolling stock
    
    Used 11/2 yard front end loaderNew Skid loaderUsed Fork liftUsed Scissors lift, 30 footUsed Pickup truckTrack Mobile
  C-6




---



##### 



Table 3 Owners Milestones
 Number Of DaysTo Be CompletedAfter NoticeOwner's Responsibilities
    
    To ProceedTemporary Electrical Service In Place
    
    
    0Obtain Builders Risk policy in the amount of the Contract
Price, obtain Boiler and Machinery Insurance, and obtain
Terrorism Coverage per TRIA as long as it is required under
Article 17 of the Agreement.
    
    
    0Storm Water Permits Complete: Modify the existing storm water
discharge permit to reflect the ethanol plant, if required.
    
    
    60Natural Gas/Propane Transportation / Storage Agreement Complete
    
    
    90Water Supply and Service Agreements Complete
    
    
    90Electrical Service Arrangement
    
    
    90Wastewater Discharge System Complete
    
    
    180TTB Operating Permits Complete
    
    
    200Discharge Permits Complete
    
    
    200Pumphouse/Water System Complete
    
    
    305Fire Protection System Complete
    
    
    305Paving (Plant Roads) Complete
    
    90 days prior to SCRail Spur Complete
    
    90 days prior to SCPermanent Electrical Service Complete
    
    60 days prior to SCMaintenance and Power Equipment Onsite (Table 2)
    
    60 days prior to SCEmployees Hired and Ready for Training
    
    60 days prior to SCNatural Gas Pipeline/Delivery System Complete
    
    60 days prior to SC
  C-7




---



##### 



EXHIBIT D
 ICM License Agreement
 THIS LICENSE AGREEMENT
        D-1




---



##### 



D-2




---



##### 



D-3




---



##### 



*
   *
    
    Portion omitted pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
  D-4




---



##### 



OWNER:
    
    ICM:Homeland Energy Solutions LLC
    
    ICM, Inc.By: /s/ Stephen K. Eastman
    
    By: /s/ Dave Vande GriendTitle: President
    
    Title: President & CEODate Signed: 7-12-07
    
    Date Signed: 8/1/07Address for giving notices:
    
    Address for giving notices:106 West Main St.
    
    301 N First StreetRiceville, IA 50466
    
    Colwich, KS 67030
  D-5




---



##### 



EXHIBIT E
 Schedule of Values
  HOMELAND ENERGY SOLUTIONS
New Hampton, IA
100 MGY Dry Grind Ethanol Plant
 DESCRIPTION1
    
    
    MOBILIZATION
    
    $
    20,000,0002
    
    
    ENGINEERING
    
    $
    [*]3
    
    
    GENERAL CONDITIONS
    
    $
    [*]4
    
    
    SITEWORK
    
    $
    [*]5
    
    
    CONCRETE
    
    $
    [*]6
    
    
    MASONRY / ARCHITECTURAL
    
    $
    [*]7
    
    
    STRUCTURAL STEEL  MISC. METALS
    
    $
    [*]8
    
    
    PRE-ENGINEERED BUILDINGS
    
    $
    [*]9
    
    
    GRAIN HANDLING SYSTEM
    
    $
    [*]10
    
    
    PROCESS TANKS & VESSELS
    
    $
    [*]11
    
    
    FIELD ERECTED TANKS
    
    $
    [*]12
    
    
    HEAT EXCHANGERS
    
    $
    [*]13
    
    
    PROCESS EQUIPMENT
    
    $
    [*]14
    
    
    CENTRIFUGES
    
    $
    [*]15
    
    
    CHILLER
    
    $
    [*]16
    
    
    TRUCK SCALES & PROBE
    
    $
    [*]17
    
    
    ETHANOL LOADOUT & FLARE SYSTEM
    
    $
    [*]18
    
    
    COOLING TOWER
    
    $
    [*]19
    
    
    DRYER SYSTEM
    
    $
    [*]20
    
    
    THERMAL OXIDIZER
    
    $
    [*]21
    
    
    METHANATOR
    
    $
    [*]22
    
    
    PROCESS PIPING & VALVES
    
    $
    [*]23
    
    
    PAINTING
    
    $
    [*]24
    
    
    INSULATION
    
    $
    [*]25
    
    
    PLUMBING & HVAC
    
    $
    [*]26
    
    
    ELECTRICAL
    
    $
    [*]27
    
    
    START-UP
    
    $
    [*]28
    
    
    DEMOBILIZATION
    
    $
    [*]$
    -TOTAL
    
    $
    109,706,788
 *
    
    Portion omitted pursuant to a request for confidential treatment and filed separately with
the Securities and Exchange Commission.
  E-1




---



##### 



EXHIBIT F
 Form of Informational Report
 (FAGEN LOGO)
    PROJECT MEETING:
    Two-Week Look Ahead(s)
 JOBSITE:
    
    
    MEETING DATE:
 MANPOWER
    
    TOTALSFagen, Inc.
    
    
    0(sub)
    
    
    000000000JOBSITE TOTAL
    
    
    0
 SAFETY ISSUES
 1.
    
    text2.
    
    text
 WAREHOUSE ISSUES
 1.
    
    text2.
    
    text
 PROCUREMENT ISSUES
 1.
    
    text2.
    
    text
 OPERATIONS ISSUES
 1.
    
    text2.
    
    text
 CIVIL
 Area
 1.
    
    text2.
    
    text
  F-1




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##### 



STRUCTURAL
 Area
 1.
    
    text2.
    
    text
 SIDING / INSULATION
 Area
 1.
    
    text2.
 MILLWRIGHT
 Area
 1.
    
    text2.
 PIPE
 Area
 1.
    
    text2.
 ELECTRICAL
 Area
 1.
    
    text2.
 DELIVERIES
 Area
 1.
    
    text
 SUBCONTRACTOR
 Subcontractor Name
 1.
    
    text
  F-2




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##### 



EXHIBIT G
 Required Permits
 Responsibility for
    
    Assistance inNo.
    
    Type of Application/Permit
    
    Obtaining Permit
    
    Preparation
    
    Notes1
    
    Underground Utility
Locating Service
    
    Design-Builder/Owner
    
    
    
    Notification
service for
underground work.2
    
    Septic Tank & Drain Field
Permit
    
    Owner3
    
    Railroad Permit/Approval
    
    Owner
    
    Design-Builder4
    
    Archeological Survey
    
    Owner5
    
    Highway Access Permit
    
    Owner
    
    
    
    State Department of
Transportation or
County6
    
    Building Permits
    
    Design-BuilderMechanical
    
    Design-BuilderElectrical
    
    Design-BuilderStructures
    
    Design-Builder7
    
    Construction Air Permit
    
    Owner
    
    Design-Builder8
    
    Construction Permit
    
    Owner
    
    Design-Builder9
    
    Operations Permit
    
    Owner
    
    Design-Builder10
    
    Wastewater Permit
    
    Owner
    
    Design-Builder11
    
    Water Appropriation Permit
    
    Owner
    
    Design-Builder12
    
    Fire Protection
    
    Owner
    
    Design-Builder13
    
    Above Ground Storage Tank
Permit
    
    Owner14
    
    TTB Permit
    
    Owner15
    
    Industrial Wastewater
Treatment Pond Permit
    
    Owner16
    
    SPCC Plan
    
    Owner
  G-1




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##### 



EXHIBIT H
 Form of Performance Bond
 
 
 
 
 
 
     o  o
  
 
 (FOR INFORMATION Only- Name, Address and Telephone)
  
        H-1




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##### 



H-2




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H-3




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##### 



MODIFICATIONS TO THIS BOND ARE AS FOLLOWS:
  
 
 
 
 (Space is provided below for additional signatures of added parties other than those appearing
on the cover page.)
 CONTRACTOR AS PRINCIPAL(Corporate Seal)Company:Address:Name and Title:Signature:
 SURETY(Corporate Seal)Company:Address:Name and Title:Signature:
  H-4




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##### 



DUAL OBLIGEE RIDER
  Performance and Payment Bond NO.    Fagen, Inc.
    
 Fagen, Inc.(Contractor)By:[                    ](Surety)By:
  H-5




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##### 



EXHIBIT I
 Form of Payment Bond
 
 
 
 
  
 o  o
 
 
 
 
 (Any additional signatures appear an page 2.)
 
        I-1




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##### 



I-2




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##### 



I-3




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##### 



MODIFICATIONS TO THIS BOND ARE AS FOLLOWS:
  
 
  CONTRACTOR AS PRINCIPAL(Corporate Seal)Company:Address:Name and Title:Signature:
 SURETY(Corporate Seal)Company:Address:Name and Title:Signature:
 DUAL OBLIGEE RIDER
  Performance and Payment Bond NO.    Fagen, Inc.
   
 Fagen, Inc.(Contractor)By:[                    ](Surety)By:
  I-4




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##### 



EXHIBIT J
 Draw (Payment) Schedule
 HOMELAND ENERGY SOLUTIONS
New Hampton, IA
 PreviouslyMonth #
    
    This Month
    
    Completed
    
    Total1
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]2
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]3
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]4
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]5
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]6
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]7
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]8
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]9
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]10
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]11
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]12
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]13
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]14
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]15
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]16
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    [*]17
    
    $
    [*]
    
    
    $
    [*]
    
    
    $
    109,706,788$
    109,706,788
 $20,000,000 Mobilization Fee included in 1st Billing
 DISCLAIMER: This Draw (Payment) Schedule is an illustrative estimate only and is not intended
as actual payment amounts which will be based on Applications for Payment issued pursuant to
Article 10 of this Agreement.
 *
    
    Portion omitted pursuant to a request for confidential treatment and filed separately with the
Securities and Exchange Commission.
  J-1




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##### 



EXHIBIT K
 Air Emissions Application and Note to Air Emissions Application
   K-1




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##### 



EXHIBIT L
 Phase I and Phase II Engineering Services Agreement
   L-1




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##### 



EXHIBIT M
 Form of Application for Payment
   M-1




---



##### 



Change Orders approved in previous months by owner
    
    ADDITIONS
    
    DEDUCTIONSTOTALApproved this MonthNumber
    
    Date ApprovedTOTALSNet Change by Change Orders
    
    $
    .00
   
    1. ORIGINAL CONTRACT SUM
    
    
    
    
    
    $
    99500000.002. Net Change by Change Orders
    
    
    
    
    
    $
    .003. CONTRACT SUM TO DATE
    
    
    
    
    
    $
    99500000.004. TOTAL COMPLETED & STORED TO DATE
    
    
    
    
    
    $
    .00(Column 6)5. RETAINAGE:a. 10.00% of Completed Work
    
    $
    .00(Column D+E)b. 10.00% of Stored Material
    
    $
    .00(Column F)Total Retainage (Line 5a+5b) or (Total in Column I)
    
    
    
    
    
    $
    .006. TOTAL EARNED LESS RETAINAGE
    
    
    
    
    
    $
    .00(Line 4 less Line 5 Total)7. LESS PREVIOUS CERTIFICATES FOR PAYMENT (Line 6 from prior Certificate)
    
    
    
    
    
    $
    .008. CURRENT PAYMENT DUE
    
    
    
    
    
    $
    .009. BALANCE TO FINISH, PLUS RETAINAGE
    
    
    
    
    
    $
    99500000.00(Line 3 less Line 6)
        
   I-1




---



##### 



Description
    
    Scheduled
    
    
    Previous
    
    
    Current
    
    
    Stored
    
    
    Tot.Compl.
    
    
    %
    
    
    BalanceItem No.
    
    
    of Work
    
    Value
    
    
    Compltd
    
    
    Compltd
    
    
    Material
    
    
    & Stored
    
    
    Comp
    
    
    To Finish
    
    
    Retainage0000001
    
    
    Mobilization
    
    
    8000000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    8000000.00
    
    
    
    .000000002
    
    
    Engineering
    
    
    8000000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    8000000.00
    
    
    
    .000000003
    
    
    General Conditions
    
    
    6314000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    6314000.00
    
    
    
    .000000004
    
    
    Sitework
    
    
    500000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    500000.00
    
    
    
    .000000005
    
    
    Concrete
    
    
    8500000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    8500000.00
    
    
    
    .000000006
    
    
    Masonry/Architectural
    
    
    375000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    375000.00
    
    
    
    .000000007
    
    
    Structural Steel & Misc. Metals
    
    
    4750000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    4750000.00
    
    
    
    .000000008
    
    
    Girts Siding RoofDeck PE Build
    
    
    975000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    975000.00
    
    
    
    .000000009
    
    
    Grain Handling System
    
    
    4650000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    4650000.00
    
    
    
    .000000010
    
    
    DDG Storage Building
    
    
    900000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    900000.00
    
    
    
    .000000011
    
    
    Process Tanks & Vessels
    
    
    8437250.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    8437250.00
    
    
    
    .000000012
    
    
    Field Erected Tanks
    
    
    7837250.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    7837250.00
    
    
    
    .000000013
    
    
    Heat Exchangers
    
    
    1300000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    1300000.00
    
    
    
    .000000014
    
    
    Process Equipment
    
    
    4079500.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    4079500.00
    
    
    
    .000000015
    
    
    Centrifuges
    
    
    3700000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    3700000.00
    
    
    
    .000000016
    
    
    Chiller
    
    
    400000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    400000.00
    
    
    
    .000000017
    
    
    Truck Scales & Probe
    
    
    275000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    275000.00
    
    
    
    .000000018
    
    
    Ethanol Loadout/Vapor Flare
    
    
    450000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    450000.00
    
    
    
    .000000019
    
    
    Cooling Tower
    
    
    785000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    785000.00
    
    
    
    .000000020
    
    
    Dryer System
    
    
    7790000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    7790000.00
    
    
    
    .000000021
    
    
    Thermal Oxidizer
    
    
    5050000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    5050000.00
    
    
    
    .000000022
    
    
    Methanator
    
    
    950000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    950000.00
    
    
    
    .000000023
    
    
    Process Piping & Valves
    
    
    6232000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    6232000.00
    
    
    
    .000000024
    
    
    Painting
    
    
    500000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    500000.00
    
    
    
    .000000025
    
    
    Insulation
    
    
    1100000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    1100000.00
    
    
    
    .000000026
    
    
    Plumbing & HVAC
    
    
    600000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    600000.00
    
    
    
    .000000027
    
    
    Electrical
    
    
    4650000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    4650000.00
    
    
    
    .000000028
    
    
    Instrumentation
    
    
    1900000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    1900000.00
    
    
    
    .000000029
    
    
    Start-Up
    
    
    500000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    500000.00
    
    
    
    .00Totals:
    
    
    
    
    99500000.00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    99500000.00
    
    
    
    .00Percent:
    
    
    
    
    
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    .00
    
    
    
    100.00
  I-2




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##### 



EXHIBIT N
 Form of Lien Waiver
 
 STATE: (INSERT STATE)
    
    FAGEN, INC.COUNTY: (INSERT COUNTY)
 ( INSERT OWNER/PLANT NAME ) ( INSERT PLANT CITY & STATE )
 On condition of receiving full payment ( INSERT STATE )
 ( INSERT LEGAL DESCRIPTION )
 ( INSERT LEGAL DESCRIPTION )
  N-1




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##### 



GENERAL CONTRACTOR:FAGEN, INC.By (Print):Title:(Signature):
  N-2




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##### 



EXHIBIT O
 Form of Consent to Assignment
 FAGEN CONSENT TO ASSIGNMENT
 Consent Obligor Assignor Collateral Agent
 Project Assigned Agreement Lenders Financing Arrangements Security Documents
 CONSENT TO ASSIGNMENTS; LIABILITY; CURE RIGHTS; ETC
 Acknowledgments and Consents
 Limitation on Assumption of Obligations Section 1.4
  O-1




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##### 



Cure Periods
 Substitute Owner provided provided further
 No Amendments
 NOTICES
 
  O-2




---



##### 



MISCELLANEOUS
    O-3




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##### 



FAGEN, INC.,as ObligorBy:Name:Title:
  
  
 [BANK NAME]not in its individual capacity, but solely as Collateral AgentBy:Name:Title:
  
  HOMELAND ENERGY SOLUTIONS LLCas AssignorBy:Name:Title:
 
  O-4




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##### 



EXHIBIT P
 Form of Certificate of Financial Closing
  [Name] [Title] [name of
Lenders] [date of financial closing]
 
  
 
 [Name] [Title] [Lender] [Lender[  [name of Lenders] [date of
financial closing]
 
  
 
  P-1