##### 



Exhibit 10.20
   OWNER
  DESIGN-BUILDER




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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
    
    
    83.4
    
    Government Approvals and Permits
    
    
    93.5
    
    Subcontractors
    
    
    93.6
    
    Maintenance of Site
    
    
    93.7
    
    Project Safety
    
    
    103.8
    
    Submission of Reports
    
    
    103.9
    
    Training
    
    
    10Article 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
    
    
    124.5
    
    Government Approvals and Permits
    
    
    124.6
    
    Owners Separate Contractors
    
    
    134.7
    
    Security
    
    
    13Article 5 Ownership of Work Product; Risk of Loss
    
    
    135.1
    
    Work Product
    
    
    135.2
    
    Owners Limited License Upon Payment in Full
    
    
    135.3
    
    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
    
    
    145.5
    
    Owners Indemnification for Use of Work Product
    
    
    155.6
    
    Risk of Loss
    
    
    15Article 6 Commencement and Completion of the Project
    
    
    156.1
    
    Phase I and Phase II Engineering
    
    
    156.2
    
    Notice to Proceed; Commencement
    
    
    156.3
    
    Project Start-Up and Testing
    
    
    16




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Page6.4
    
    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
    
    
    197.3
    
    Liquidated Damages
    
    
    207.4
    
    Bonds and Other Performance Security
    
    
    21Article 8 Warranties
    
    
    228.1
    
    Design-Builder Warranty
    
    
    228.2
    
    Correction of Defective Work
    
    
    228.3
    
    Warranty Period Not Limitation to Owners Rights
    
    
    23Article 9 Contract Price
    
    
    239.1
    
    Contract Price
    
    
    239.2
    
    Effect of Construction Cost Index Increase on Contract Price
    
    
    24Article 10 Payment Procedures
    
    
    2410.1
    
    Payment at Financial Closing
    
    
    2410.2
    
    Progress Payments
    
    
    2410.3
    
    Final Payment
    
    
    2510.4
    
    Failure to Pay Amounts Due
    
    
    2610.5
    
    Design-Builders Payment Obligations
    
    
    2610.6
    
    Record Keeping and Finance Controls
    
    
    26Article 11 Hazardous Conditions and Differing Site Conditions
    
    
    2611.1
    
    Hazardous Conditions
    
    
    2611.2
    
    Differing Site Conditions; Inspection
    
    
    27Article 12 Force Majeure; Change in Legal Requirements
    
    
    2812.1
    
    Force Majeure Event
    
    
    2812.2
    
    Effect of Force Majeure Event
    
    
    2812.3
    
    Change in Legal Requirements
    
    
    2912.4
    
    Time Impact And Availability
    
    
    2912.5
    
    Effect of Industry-Wide Disruption on Contract Price
    
    
    29Article 13 Changes to the Contract Price and Scheduled Completion Dates
    
    
    3013.1
    
    Change Orders
    
    
    3013.2
    
    Contract Price Adjustments
    
    
    3013.3
    
    Emergencies
    
    
    3113.4
    
    Failure to Complete Owners Milestones
    
    
    31Article 14 Indemnity
    
    
    3114.1
    
    Tax Claim Indemnification
    
    
    3114.2
    
    Payment Claim Indemnification
    
    
    31
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Page14.3
    
    Design-Builders General Indemnification
    
    
    3214.4
    
    Owners General Indemnification
    
    
    3214.5
    
    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
    
    
    37Article 16 Representatives of the Parties
    
    
    3716.1
    
    Designation of Owners Representatives
    
    
    3716.2
    
    Designation of Design-Builders Representatives
    
    
    38Article 17 Insurance
    
    
    3917.1
    
    Insurance
    
    
    3917.2
    
    Design-Builders Insurance Requirements
    
    
    3917.3
    
    Owners Liability Insurance
    
    
    4017.4
    
    Owners Property Insurance
    
    
    41Article 18 Representations and Warranties
    
    
    4218.1
    
    Design-Builder and Owner Representations and Warranties
    
    
    4218.2
    
    Design-Builder Representations and Warranties
    
    
    43Article 19 Dispute Resolution
    
    
    4319.1
    
    Dispute Avoidance and Mediation
    
    
    4319.2
    
    Arbitration
    
    
    4319.3
    
    Duty to Continue Performance
    
    
    4419.4
    
    No Consequential Damages
    
    
    4419.5
    
    Limitation of Liability
    
    
    44Article 20 Confidentiality of Shared Information
    
    
    4520.1
    
    Non-Disclosure Obligation
    
    
    4520.2
    
    Publicity and Advertising
    
    
    4620.3
    
    Term of Obligation
    
    
    46Article 21 Miscellaneous
    
    
    4621.1
    
    Assignment
    
    
    4621.2
    
    Successors
    
    
    4721.3
    
    Governing Law
    
    
    4721.4
    
    Severability
    
    
    4721.5
    
    No Waiver
    
    
    4721.6
    
    Headings
    
    
    47
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Page21.7
    
    Notice
    
    
    4721.8
    
    No Privity with Design Consultant/Subcontractors
    
    
    4821.9
    
    Amendments
    
    
    4821.10
    
    Entire Agreement
    
    
    4921.11
    
    Third-Party Beneficiaries
    
    
    4921.12
    
    Counterparts
    
    
    4921.13
    
    Survival
    
    
    49
 EXHIBIT 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 or Permit
    
    
    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-1
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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.
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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
 Change Order
 CCI
 Certificate of Substantial Completion
 Confidential Information
 Construction Documents
 Contract Documents
 Contract Price
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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
 Early Completion Bonus
 Effective Date
 Fagen Engineering
 Final Application for Payment
 Final Completion
 Final Completion Date
 Final Payment
 Financial Closing
 Financing Documents
 Force Majeure Event
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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
 MGY
 Notice to Proceed
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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
 Phase I and Phase II Engineering Services Agreement
 Phase II
 Plant
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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
 2.2.1
 2.2.2
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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 or PermitExhibit 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 Assignment
 2.2.3
 2.3 Conflicting Provisions.
 Article 3
 Design-Builder Responsibilities
 3.1 Design-Builders Services in General. Work
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3.2 Design Development and Services.
 3.2.1 Construction
Documents
 3.2.2
 3.2.3
 3.2.4
 3.3 Standard of Care.
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3.4 Government Approvals and Permits.
 3.5 Subcontractors.
 3.5.1
 3.5.2
 3.5.3
 3.5.4
 3.6 Maintenance of Site.
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3.7 Project Safety.
 3.7.1 Safety Representative
 3.7.2
 3.7.3
 3.8 Submission of Reports. Informational Report
 3.9 Training.
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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;(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.
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4.2.2
 4.2.3
 4.3 Financial Information; Cooperation with Lenders; Failure to Obtain Financial Closing.
 4.4 Owners Representative.
 4.5 Government Approvals and Permits.
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4.6 Owners Separate Contractors.
 4.7 Security.
 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
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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.
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5.5 Owners Indemnification for Use of Work Product.
 5.6 Risk of Loss.
 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
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6.2.1
 
  6.3 Project Start-Up and Testing.
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6.4 Substantial Completion.
 6.4.1 Scheduled Substantial Completion Date
 6.4.2 Substantial Completion
 6.4.3 Procedures Certificate
of Substantial Completion Punch List
 6.4.4 Early Completion Bonus Early
Completion Bonus
 6.4.5
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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
 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;
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(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
 7.2 Performance Testing.
 7.2.1 Performance Tests
 7.2.2
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7.2.3
 7.2.4
 7.3 Liquidated Damages.
 7.3.1
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th
 7.3.2 Maximum Liquidated Damages.
 7.3.3
 7.3.4
 7.4 Bonds and Other Performance Security.
 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
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(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.
 Article 8
 Warranties
 8.1 Design-Builder Warranty.
 8.2 Correction of Defective Work.
 8.2.1
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8.2.2
 8.3 Warranty Period Not Limitation to Owners Rights.
 Article 9
 Contract Price
 9.1 Contract Price. Contract Price
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9.2 Effect of Construction Cost Index Increase on Contract Price. CCI
 9.2.1 Baseline
Index
 9.2.2
 Article 10
 Payment Procedures
 10.1 Payment at Financial Closing.
 10.2 Progress Payments.
 10.2.1 Application for Payment. th Application for Payment
 10.2.2
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10.2.3
 10.2.4
 10.2.5 Schedule of Values. Schedule of Values
 10.2.6 Withholding of Payments.
 10.2.7 Retainage on Progress Payments.
 10.3 Final Payment. Final Application for Payment Final Payment
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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.
 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
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11.1.2
 11.1.3
 11.1.4
 11.1.5
 11.1.6
 11.2 Differing Site Conditions; Inspection.
 11.2.1 Differing Site Conditions
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11.2.2
 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;
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(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;(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
 12.5 Effect of Industry-Wide Disruption on Contract Price.
 12.5.1
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12.5.2
 12.5.3
 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
 13.1.3
 13.2 Contract Price Adjustments.
 13.2.1
 13.2.2
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13.3 Emergencies.
 13.4 Failure to Complete Owners Milestones. Owners Milestones
 Article 14
 Indemnity
 14.1 Tax Claim Indemnification.
 14.2 Payment Claim Indemnification.
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14.3 Design-Builders General Indemnification.
 14.3.1 Owner Indemnified Parties Damages
 14.3.2
 14.3.3
 14.3.4
 14.4 Owners General Indemnification.
 14.4.1
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14.4.2
 14.5 Patent and Copyright Infringement
 14.5.1
 14.5.2
 14.5.3
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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
 15.2.2
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15.2.3
 15.2.4
 15.3 Owners Right to Terminate for Convenience.
 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
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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
 (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
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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.
 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
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Troy Prescott
Director and Chairman/President
2 OMCO Square, Suite 201
Winchester, IN 47394
Telephone: (765) 969-5541
Facsimile: (765) 584-2224
 Owners
Representative
 Troy Prescott
Director and Chairman/President
2 OMCO Square, Suite 201
Winchester, IN 47394
Telephone: (765) 969-5541
Facsimile: (765) 584-2224
 16.2 Designation of Design-Builders Representatives. Design-Builders Senior Representative
 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
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Article 17
 Insurance
 17.1 Insurance.
  General AggregateProducts-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
  Combined Single LimitEach Occurrence
    
    $
    1,000,000
  Each Occurrence
    
    $
    20,000,000Aggregate
    
    $
    20,000,000
    Each Accident
    
    $
    1,000,000Disease-Policy Limit
    
    $
    1,000,000Disease-Each Employee
    
    $
    1,000,000
  Per Claim
    
    $
    5,000,000Annual
    
    $
    5,000,000
 17.2 Design-Builders Insurance Requirements.
 17.2.1
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(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
 17.2.4
 17.2.5
 17.3 Owners Liability Insurance.
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17.4 Owners Property Insurance.
 17.4.1
 17.4.2
 17.4.3
 17.4.4
 17.4.5
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17.4.6
 17.4.7
 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
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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.
   AAA
 19.2 Arbitration.
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19.3 Duty to Continue Performance.
 19.4 No Consequential Damages.
 19.4.1
 19.4.2
 19.5 Limitation of Liability.
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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;
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(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 Fagen for purposes of
marketing and promotion.
  20.2 Publicity and Advertising.
 20.3 Term of Obligation.
 Article 21
 Miscellaneous
 21.1 Assignment.
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21.2 Successors.
 21.3 Governing Law.
 21.4 Severability.
 21.5 No Waiver.
 21.6 Headings.
 21.7 Notice.
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21.8 No Privity with Design Consultant/Subcontractors.
 21.9 Amendments.
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21.10 Entire Agreement.
 21.11 Third-Party Beneficiaries.
 21.12 Counterparts.
 21.13 Survival.
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IN WITNESS WHEREOF
 OWNER:
    
    
    
    DESIGN-BUILDER:Cardinal Ethanol, LLC
    
    
    
    Fagen, Inc.(Name of Owner)
    
    
    
    (Name of Design-Builder)/s/ Troy Prescott
    
    
    
    /s/ Ron Fagen(Signature)
    
    
    
    (Signature)Troy Prescott
    
    
    
    Roland Ron Fagen(Printed Name)
    
    
    
    (Printed Name)President
    
    
    
    CEO and President(Title)
    
    
    
    (Title)Date: 12-14-06
    
    
    
    Date: 12-14-06
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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 contiguous day performance test
    
    Production records
and written report
by Design-Builder.Corn to Ethanol
Conversion ratio;
Corn must be #2 [*]
    
    Not be less than
2.80 denatured
gallons of ethanol
per bushel (56#) of
corn
    
    As determined by
meter readings
during a seven
contiguous 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
contiguous day
performance test.
    
    Production records
and written analysis
by Design-Builder.Natural Gas
    
    Shall not exceed
34,000 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
contiguous day
performance test.
    
    Production records
and written analysis
by Design-Builder.
 
 *
    
    Portions omitted pursuant to a request for confidential treatment and filed separately with the SEC. Cardinal Ethanol, LLC
    
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Criteria
    
    Specification
    
    Testing Statement
    
    DocumentationProcess Water
Discharge (not
including cooling
tower and boiler
blowdown and
water pre-treatment
(RO) discharge)
    
    Zero gallons under
normal operations.
    
    Process discharge
meter.
    
    Control System
reports.Air Emissions
    
    Must meet the
requirements
prescribed as of the
date hereof by the
State of Indiana
Department of
Environmental
Management,
Office of Air
Quality.
    
    Must meet the
requirements as
prescribed in the Air
Permit Application
attached as Exhibit
K.
    
    Written report by
Owners Air
Emission Tester.
  DISCLAIMER:
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EXHIBIT B
 General Project Scope
 2
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EXHIBIT C
 Owners Responsibilities
  1)
    
    Land and Grading Owner shall provide a site near Winchester, Indiana. 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, 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. 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.
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2)
    
    Permits- Owner shall obtain all Operating Permits including, but not limited to, air quality
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,
the permanent storm-water runoff permit, and the erosion control/land disturbance permit.4)
    
    Indiana Pollutant Elimination Discharge Permit Owner shall obtain a permit to discharge
cooling tower water, boiler blowdown 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 of
750 KW 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 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 (i.e., 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 terminals for the pumphouse transformer; and the 4160 volt terminals
for the chiller transformer; and the 4160 volt terminals of the thermal oxidizer 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.
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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 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 one process fresh water supply line terminating within five (5)
feet of the point of entry designated by Design-Builder, and one potable supply line
terminating within five (5) feet of the process building and to the administration building at
a point of entry designated by administration building contractor.Owner shall pay for a water pre-treatment 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 design will be required 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. Design-Builder shall recover costs for the design and construction
of such system 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.)
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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 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 is to execute side-letter agreements as
necessary for the design and construction of such Fire Protection System. Design-Builder shall
recover costs for the design and construction of such system from Owner at Design-Builders
standard time plus material rates during the relevant time period and at the relevant locale. A
side-letter agreement between Owner and Design-Builder shall be executed by Owner and
Design-Builder to compensate Design-Builder, at Design-Builders standard time plus materials rates
during the relevant time period and at the relevant locale, for any costs and expenses related to
such Fire Protection System.
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Table
1 Minimum Soil Bearing Pressure  Responsibility of Owner
 ** Subject to revision based on detailed design and engineering.
 Required Allowable Soil BearingDescription
    
    Pressure (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
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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 1 1/2 yard front end loaderNew Skid loaderUsed Fork liftUsed Scissors lift, 30 footUsed Pickup truckTrack Mobile
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Table 3 Owners Milestones
 Number Of Days To BeCompleted After Notice ToOwners Responsibilities
    
    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
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EXHIBIT D
 ICM License Agreement
 THIS LICENSE AGREEMENT
       Cardinal Ethanol, LLC
    
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OWNER:
    
    ICM:Cardinal Ethanol, LLC
    
    ICM, Inc.By:
    
    By:Title:
    
    Title:Date Signed:
    
    Date Signed:Address for giving notices:
    
    Address for giving notices:2 OMCO Square, Suite 201
    
    301 N First StreetWinchester, IN 47394
    
    Colwich, KS 67030
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EXHIBIT E
 Schedule of Values
 CARDINAL ETHANOL, LLC
Winchester, IN
100 MGY Dry Grind Ethanol Plant
 DESCRIPTION1
    
    MOBILIZATION
    
    $
    8,000,0002
    
    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
    
    $
    105,997,000
 
 *
    
    Portions omitted pursuant to a request for confidential treatment and filed separately with the
SEC. Cardinal Ethanol, LLC
    
    December 14, 2006
 E-1




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##### 



EXHIBIT F
 Form of Informational Report
 (FAGEN INC. LOGO)
    
    PROJECT MEETING:
Ahead(s)
    
    Two-Week Look
 JOBSITE:
    
    MEETINGDATE:
 6 MANPOWER
    
    TOTALS 6Fagen, Inc.
    
    
    0(sub)
    
    
    000000000JOBSITE TOTAL
    
    
    0
 6 SAFETY ISSUES
 1.
    
    text2.
    
    text
 6 WAREHOUSE ISSUES
 1.
    
    text2.
    
    text
 6 PROCUREMENT ISSUES
 1.
    
    text2.
    
    text
 6 OPERATIONS ISSUES
 1.
    
    text2.
    
    text
 6 CIVIL
 Area
 1.
    
    text2.
    
    text
 Cardinal Ethanol, LLC
    
    December 14, 2006
 F-1




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##### 



6 STRUCTURAL
 Area
 1.
    
    text2.
    
    text
 6 SIDING / INSULATION
 Area
 1.
    
    text2.
 6 MILLWRIGHT
 Area
 1.
    
    text2.
 6 PIPE
 Area
 1.
2.
    
    text
 6 ELECTRICAL
 Area
 1.
    
    text2.
 6 DELIVERIES
 Area
 1.
    
    text
 6 SUBCONTRACTOR
 Subcontractor Name
 1.
    
    text
 Cardinal Ethanol, LLC
    
    December 14, 2006
 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
    
    Owner
 Cardinal Ethanol, LLC
    
    December 14, 2006
 G-1




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##### 



EXHIBIT H
 Form of Performance Bond
 
 CONTRACTOR (Name and Address):
    
    Amount: [Amount]Fagen, Inc.
    
    Description (Name and Location):P. O. Box 159
    
    [Project Name and Location]Granite Falls, MN 56241
    
    OWNER (Name and Address):CONSTRUCTION CONTRACT
    
    [Owner Name/Address]Date:
    
    SURETY (Name and Principal Place of Business): [Name/Place of Business]BOND#Date (Not earlier than Construction Contract Date):Amount:
 o o
 CONTCONTRACTOR AS PRINCIPAL
    
    SURETYCompany:
    
    (Corporate Seal)
    
    Company:
    
    (Corporate Seal)Fagen, Inc.Signature:
    
    
    
    Signature:Name and Title:
    
    
    
    Name and Title:(Any additional signatures appear an page 2.)(FOR INFORMATION Only- Name, Address and Telephone)
    
    OWNERS REPRESENTATIVE (Architect, Engineer or other party):AGENT or BROKER:
      Cardinal Ethanol, LLC
    
    December 14, 2006
 H-1




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##### 



Cardinal Ethanol, LLC
    
    December 14, 2006
 H-2




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##### 



MODIFICATIONS TO THIS BOND ARE AS FOLLOWS:This bond is subject to the attached Dual Obligee Rider dated(Space is provided below for additional signatures of added parties other than those appearing on the cover page.)
 Cardinal Ethanol, LLC
    
    December 14, 2006
 H-3




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##### 



CONTRACTOR AS PRINCIPAL
    
    SURETY(Corporate Seal)
    
    
    (Corporate Seal)Company:
    
    
    
    Company:Address:
    
    
    
    Address:Name and Title:
    
    
    
    Name and Title:Signature:
    
    
    
    Signature:
 Cardinal Ethanol, LLC
    
    December 14, 2006
 H-4




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##### 



DUAL OBLIGEE RIDER
  Performance and Payment Bond NO.    Fagen, Inc.
    
 Fagen, Inc.(Contractor)By:[                    ](Surety)By:
 Cardinal Ethanol, LLC
    
    December 14, 2006
 H-5




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##### 



EXHIBIT I
 Form of Payment Bond
 
 CONTRACTOR (Name and Address):
    
    SURETY (Name and Principal Place of Business):Fagen, Inc.P. O. Box 159Granite Falls, MN 56241OWNER (Name and Address):[NAME AND ADDRESS]CONSTRUCTION CONTRACTDate:Amount:Description (Name and Location):BOND #Date (Not earlier than Construction Contract Date):Amount:Modifications to this Bond:      o None            o See Page 2CONTRACTOR AS PRINCIPAL SURETY
 Company:
    
    (Corporate Seal)
    
    Company:
    
    (Corporate Seal)Fagen, Inc.Signature:
    
    
    
    Signature:Name and Title:
    
    
    
    Name and Title:
 (Any additional signatures appear an page 2.)
 (FOR INFORMATION OnlyName, Address and Telephone)
    
    OWNERS REPRESENTATIVE (Architect, Engineer or other party):AGENT or BROKER:
     Cardinal Ethanol, LLC
    
    December 14, 2006
 I-1




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##### 



Cardinal Ethanol, LLC
    
    December 14, 2006
 I-2




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##### 



Cardinal Ethanol, LLC
    
    December 14, 2006
 I-3




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##### 



MODIFICATIONS TO THIS BOND ARE AS FOLLOWS:
  
 
 CONTRACTOR AS PRINCIPAL
    
    SURETY(Corporate Seal)
    
    (Corporate Seal)Company:
    
    
    
    Company:Address:
    
    
    
    Address:Name and Title:
    
    
    
    Name and Title:Signature:
    
    
    
    Signature:
 DUAL OBLIGEE RIDER
  Performance and Payment Bond NO.    Fagen, Inc.
  
 Cardinal Ethanol, LLC
    
    December 14, 2006
 I-4




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##### 



Fagen, Inc.(Contractor)By:[                    ](Surety)By:
 Cardinal Ethanol, LLC
    
    December 14, 2006
 I-5




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##### 



EXHIBIT J
 Draw (Payment) Schedule
 CARDINAL ETHANOL, LLC
Winchester, IN
  PreviouslyMonth #
    
    This Month
    
    Completed
    
    Total1
    
    
    
    *
    
    
    
    *
    
    
    
    *2
    
    
    
    *
    
    
    
    *
    
    
    
    *3
    
    
    
    *
    
    
    
    *
    
    
    
    *4
    
    
    
    *
    
    
    
    *
    
    
    
    *5
    
    
    
    *
    
    
    
    *
    
    
    
    *6
    
    
    
    *
    
    
    
    *
    
    
    
    *7
    
    
    
    *
    
    
    
    *
    
    
    
    *8
    
    
    
    *
    
    
    
    *
    
    
    
    *9
    
    
    
    *
    
    
    
    *
    
    
    
    *10
    
    
    
    *
    
    
    
    *
    
    
    
    *11
    
    
    
    *
    
    
    
    *
    
    
    
    *12
    
    
    
    *
    
    
    
    *
    
    
    
    *13
    
    
    
    *
    
    
    
    *
    
    
    
    *14
    
    
    
    *
    
    
    
    *
    
    
    
    *15
    
    
    
    *
    
    
    
    *
    
    
    
    *16
    
    
    
    *
    
    
    
    *
    
    
    
    *17
    
    
    
    *
    
    
    
    *
    
    
    
    *18
    
    
    
    *
    
    
    
    *
    
    
    $
    105,997,000$
    105,997,000
 
 ***
    
    $8,000,000 Mobilization Fee included in 1st Billing*
    
    Portions omitted pursuant to a request for confidential treatment and filed separately with the
SEC. Cardinal Ethanol, LLC
    
    December 14, 2006
 J-1




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##### 



EXHIBIT K
 Air Emissions Application or Permit
  Cardinal Ethanol, LLC
    
    December 14, 2006
 K-1




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##### 



EXHIBIT L
 Phase I and Phase II Engineering Services Agreement
  Cardinal Ethanol, LLC
    
    December 14, 2006
 L-1




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##### 



EXHIBIT M
 Form of Application for Payment
  Cardinal Ethanol, LLC
    
    December 14, 2006
 M-1




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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 )
 Cardinal Ethanol, LLC
    
    December 14, 2006
 N-1




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##### 



GENERAL CONTRACTOR:FAGEN, INC.By (Print):Title:(Signature):Witness (Print):(Signature):
 In the alternative (or if requested):Subscribed and sworn to before me this___day of , 200___.Notary PublicMy Commission Expires:
 Cardinal Ethanol, LLC
    
    December 14, 2006
 N-2




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##### 



EXHIBIT O
 Form of Consent to Assignment
 FAGEN CONSENT TO ASSIGNMENT
 Consent Obligor Assignor Lender
 Project Assigned
Agreement Financing
Arrangements Security Documents
 CONSENT TO ASSIGNMENTS; LIABILITY; CURE RIGHTS; ETC
 Acknowledgments and Consents
 Limitation on Assumption of Obligations
 Cardinal Ethanol, LLC
    
    December 14, 2006
 O-1




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##### 



Section 1.4
 Cure Periods
 Substitute Owner provided provided further
 No Amendments
 NOTICES
 
 Cardinal Ethanol, LLC
    
    December 14, 2006
 O-2




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##### 



MISCELLANEOUS
   Cardinal Ethanol, LLC
    
    December 14, 2006
 O-3




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##### 



FAGEN, INC.,
    
    FIRST NATIONAL BANK OF OMAHAas Obligor
    
    not in its individual capacity, but solely as LenderBy:Name:By:
    
    
    
    Title:Name:Title:Address for Notices:Address for Notices:
    
    First National Bank of Omaha1620 Dodge Street, Stop 1050Fagen, Inc.501 W. Highway 212
    
    Omaha, Nebraska 68197-1050Attn: Fallon SavageP.O. Box 159
    
    Fax: (402) 633-3519Granite falls, MN 56241Attn: Aaron Fagen
    
  Consented and agreed to:Fax: (302) 564-3278`CARDINAL ETHANOL, LLCWith a copy to:
    
    as AssignorFagen, Inc.
    
    By:501 W. Highway 212
    
    Name:P.O. Box 159
    
    Title:Granite Falls, MN 56241Attn: Bruce Langseth
    
    Cardinal Ethanol, LLCFax: (320) 564-3278
    
    Attn: Troy PrescottDirector and Chairman/PresidentAnd a copy to:
    
    2 OMCO Square, Suite 201Winchester, IN 47394Fagen, Inc.
    
    Telephone: (765) 969-5541501 W. Highway 212
    
    Facsimile: (765) 584-2224P.O. Box 159Granite Falls, MN 56241Attn: Jennifer JohnsonFax: (320) 564-3278
 Cardinal Ethanol, LLC
    
    December 14, 2006
 O-4