Corn Feedstock Supply Agency Agreement

Exhibit 10.1

Corn Feedstock Supply Agency Agreement

This Corn Feedstock Supply Agency Agreement (this “ Agreement ”) is made and entered into as of July 15, 2008 by and between Cardinal Ethanol, LLC (“ Producer ”), and Bunge North America, Inc. (“ Bunge ”) (each of Producer and Bunge, a “ Party ” and collectively, the “ Parties ”).

A. Producer is constructing and intends to operate an ethanol production facility located near Union City, Indiana (the “ Facility ”).

B. The Parties desire that Bunge serve as Producer’s exclusive third-party agent to procure corn (“ Corn ”) to be used as feedstock for ethanol production at the Facility, in accordance with the fees, payment, delivery, and other terms set forth in this Agreement.

Therefore, the Parties agree:

1.  Exclusivity .

1.1. Exclusive Agent . In accordance with the terms of this Agreement and subject to Section 1.2 , Bunge will act as Producer’s agent to procure 100% of the Corn that Producer requires for ethanol production at the Facility during the Term of this Agreement (as defined in Section 4.1 ), including the Facility as initially constructed and any modifications or expansions thereof. Subject to Section 1.2 , Producer will not obtain Corn from any other source during the Term of this Agreement.

1.2. Producer Direct Origination . Producer’s salaried employees may directly procure Corn for ethanol production at the Facility, but during the Term and for two years after the Term, Producer may not engage any third party to, or enter into an agreement whereby any third party will, (a) serve as Producer’s agent to procure Corn for the Facility, or (b) originate or procure Corn for the Facility (a “Third Party Agreement”). Notwithstanding anything in this Agreement to the contrary, if Producer terminates this Agreement in accordance with Section 4.2, Producer shall then be entitled to enter into a Third Party Agreement at any time following such termination

1.3. Alternate Feedstocks . As of the date of this Agreement, Producer intends that the Facility will use only Corn as its feedstock. If Producer requires the use of another feedstock other than Corn, the Parties will negotiate in good faith an amendment to this Agreement whereby Bunge will serve as Producer’s agent to procure such alternate feedstock. If after such negotiation the Parties are unable to mutually agree to such an amendment, Producer shall be entitled to engage any third party to procure the alternate feedstock.

2.  Corn Procurement Policy; Contracts .

2.1. Corn Procurement Policy . Producer and Bunge will agree upon a Corn procurement policy (the “ Policy ”) setting forth the guidelines and parameters within which Bunge will acquire Corn as an agent for Producer. The Policy will include, among other things, the establishment of daily bids, shipping guidelines, credit limits, forward contracting limits, risk management guidelines and other daily operating parameters, and Producer’s obligations to deliver to Bunge written estimates of Corn requirements at the Facility in accordance with the following:

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

(a) At least thirty days before the first day of each calendar quarter (e.g., January 1, April 1, July 1, and October 1) and upon the Declaration Date (as defined in Section 4.1 ), Producer shall provide to Bunge a written forecast estimating Producer’s anticipated Corn requirements for the immediately following calendar quarter.

(b) At least 30 days before the beginning of each calendar month during the Term, Producer will deliver to Bunge a written estimate of its anticipated requirements of Corn at the Facility for such calendar month (each a “ Monthly Estimate ”).

(c) In addition, Producer will give Bunge reasonable advance notice of any circumstances that would reasonably be expected to materially affect Corn requirements at the Facility.

2.2. Agency Services . To the extent that Producer meets its obligations set forth in Section 2.3, Bunge will provide the following services (the “ Services ”) to Producer:

(a) Negotiate and execute contracts in accordance with Section 2.4 (“ Contracts ”) in the name, and on behalf, of Producer to purchase all Corn (subject to Section 1.2 ) that Producer requires for ethanol production at the Facility during the Term from corn suppliers, including local grain producers and local, regional and national grain merchants (“ Corn Suppliers ”); provided that Bunge will have no obligation to execute Contracts on Producer’s behalf to procure any quantity of Corn:

	(i)		for a given month that is materially in excess of the quantity stated in the Monthly Estimate for such month;
	(ii)		for a given month that exceeds 110% of the average monthly quantity of Corn actually used by Producer during the three-month period preceding such month; and/or
	(iii)		at any time before the three-month anniversary of the Declaration Date.

(b) Schedule and arrange, on Producer’s behalf and at Producer’s sole expense, the shipping and delivery of all Corn to the Facility (F.O.B. Facility);

(c) Starting approximately one month after the Declaration Date, provide two grain originators (the “ Bunge Originators ”) that will work at the Facility to provide the Services set forth in this Section 2.2 ; provided that the Bunge Originators will not devote 100% of their efforts to providing the Services and may provide separate services to Bunge (including originating soybeans for Bunge facilities) that do not materially interfere with or materially adversely affect Producer’s operations. Subject to Section 9 , the Bunge Originators will comply with Producer’s reasonable safety and operational procedures while working at the Facility. If the Effective Date has not occurred within four months after the Declaration Date, then Producer will reimburse Bunge monthly in advance for all of Bunge’s actual costs and expenses to provide the Bunge Originators until the Effective Date occurs; and

(d) Comply with the Policy in accordance with this Agreement.

2.3. Producer’s Obligations . In connection with Bunge’s provision of the Services, Producer will:

(a) Give Bunge reasonable advance notice of any circumstances that would reasonably be expected to materially affect Corn requirements at the Facility;

(b) Abide by any terms of the Policy applicable to Producer;

(c) Receive and unload all Corn purchased hereunder, including (i) supplying all labor and equipment necessary to load or unload such Corn, (ii) maintaining its receiving facilities in accordance with applicable laws and regulations and in safe operating condition in accordance with normal industry standards, and (iii) keeping the Facility open and able to receive Corn as appropriate to support the customer base during the applicable season (e.g., open for longer hours and on weekends during harvest); provided that, to the extent that Producer has complied with Section 2.3(e) hereof, Producer has no obligation to receive and unload any quantity of Corn in excess of the then-available storage space at the Facility;

(d) Determine the weight of all Corn delivered to the Facility using scales at the Facility that are inspected and certified as required by applicable law;

(e) Complete settlement and daily accounting of Corn purchases and deliveries (including Corn rejected by Producer), and provide Bunge with daily reports stating the then-current Corn inventory held at the Facility on such day and all related positions and activities;

(f) Respond promptly to any requests by Bunge regarding Contracts submitted to Producer pursuant to Section 2.4 ; and

(g) Provide appropriate office space and resources (including phone lines, computer and fax access, desk, etc.) for the Bunge Originators to provide Services and any other services contemplated by Section 2.2(c) .

2.4. Contract Commitments . All Contracts negotiated by Bunge will be consistent with the Policy, unless Producer approves any Contract terms inconsistent with the Policy, and will require Corn Suppliers to deliver Corn meeting minimum quality standards (“ Quality Standards ”). Bunge will not be a party to, or have any liability or obligation under, any Contract which is executed in compliance with the provisions of this Section 2 . Title, risk of loss (including, without limitation, for non-delivery of Corn), and responsibility for the quality of Corn will be allocated between Producer and the Corn Supplier of the applicable quantity of Corn in accordance with the terms of the applicable Contract (including if Bunge is the Corn Supplier ).

2.5. Contract Indemnification . Producer will indemnify, defend and hold harmless Bunge and its Affiliates (as defined below), and each of their employees and agents, from and against any and all liabilities, costs and expenses (including, without limitation, attorneys fees) arising out of, relating to or resulting from any Contracts and the obligations of Producer thereunder, except to the extent such liabilities, costs and expenses arise out of the gross negligence or intentional misconduct of Bunge. Bunge will indemnify, defend and hold harmless Producer and its employees and agents from and against any and all liabilities, costs and expenses (including, without limitation, attorneys fees) arising out of, relating to or resulting from the gross negligence or intentional misconduct of Bunge in connection with any Contracts; provided that Bunge’s aggregate obligations under this sentence in any fiscal year will not exceed the total amount of the Agency Fees actually paid by Producer during such fiscal year. “ Affiliate ” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the party specified, where “ control ” or “ controlled ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or voting interests, by contract or otherwise. “ Person ” means any individual, general partnership, limited partnership, limited liability company, joint venture, trust, business trust, cooperative, association or other entity of whatever nature.

2.6. Financial Risk Management . Producer may elect to engage Bunge, or an Affiliate of Bunge, for a separately negotiated fee, to provide a portfolio strategy (which may include the purchase and use of futures, options, and other hedging tools, as well as storage at sites other than the Facility) that will permit Producer to optimize its Corn supply pricing and security.

3.  Price and Payment .

3.1. Agency Fee . Producer will pay a fee (the “ Agency Fee ”) to Bunge calculated as follows:

(a) Beginning on the Declaration Date (as defined in Section 4.1 ) and ending on the day before the second anniversary of the Effective Date, the Agency Fee will be equal to $*** per month.

(b) Beginning on the second anniversary of the Effective Date and ending at the expiration or termination of the Term, the Agency Fee will be equal to $*** for every bushel of Corn delivered to the Facility pursuant to a Contract entered into by Bunge on Producer’s behalf; provided that, with regard to this Section 3.1(b) , if as of each anniversary of the Effective Date, the total amount of Agency Fees (a “ Total Fees Amount ”) that Producer has paid or has been obligated to pay Bunge during the immediately preceding 12-month period is less than $*** (the “ Annual Minimum Amount ”), then within 15 days after such Producer receives notice from Bunge, Producer will pay to Bunge an amount equal to the Annual Minimum Amount minus the Total Fees Amount.

3.2. Payment . Producer will pay to Bunge, via ACH electronic payment, on or before the 10 ^th day of each month during the Term, the Agency Fee for the immediately preceding month. Interest will accrue on amounts past due at a rate per annum equal to the lesser of (a) the prime rate, as reported from time to time by the Wall Street Journal (or similar publication), plus 2%, and (b) the highest rate permitted by law. All amounts due to Bunge under this Agreement will be paid without setoff, counterclaim or deduction.

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

3.3. Adjustments . Beginning on the second anniversary of the Effective Date and on each anniversary thereafter, the Agency Fee and the Annual Minimum Payment will be increased or decreased by an amount equal to the product of: (i) the Agency Fee and the Annual Minimum Payment, as applicable, for the immediately preceding 12-month period, multiplied by (ii) the percentage increase (or decrease) for such 12-month period in the Employment Cost Index; Not Seasonally Adjusted; Total Compensation; Private Industry; twelve-month percent change; Midwest Workers, published by the Bureau of Labor Statistics, U.S. Department of Labor.

3.4. Tax . For purposes of personal property taxation and/or assessment or other similar taxation, if any, any tax assessed on Corn purchased or supplied to the Facility under this Agreement will be the responsibility of Producer, and at no time will Bunge be responsible for the payment of any such tax.

4.  Term and Termination .

4.1. Term . The initial term of this Agreement begins upon its execution by both Parties and, unless earlier terminated in accordance with the terms hereof, will expire upon the fifth anniversary of the Effective Date (the “ Term ”). Unless earlier terminated in accordance with this Agreement, the Term will automatically renew for successive three-year periods thereafter unless either Party gives written notice to the other Party of its election not to renew, no later than six months prior to the then-applicable expiration date of the Term. The “ Effective Date ” shall be the date that the Facility first needs Corn for testing, startup, or operations. The “ Declaration Date ” means the date upon which Producer notifies Bunge in writing that Producer believes in good faith that the Effective Date will occur in three months.

4.2. Termination Rights .

(a) Either Party may terminate this Agreement immediately upon notice to the other Party if such other Party has (i) materially breached any representation, warranty, or obligation under this Agreement, and (ii) failed to remedy such breach within 30 days after the terminating Party has given notice of such breach, or if such breach cannot reasonably be cured within such 30-day period, such other Party has failed to commence and diligently pursue remedy of the breach and failed to remedy such breach not later than 120 days after the terminating Party has given notice of such breach. Notwithstanding the foregoing, the Parties agree that any failure by Producer to pay any amount within 15 days after it is due under this Agreement is a material breach of this Agreement.

(b) Either Party may terminate this Agreement immediately upon notice to the other Party if (i) such other Party files a petition for adjudication as a bankrupt, for reorganization or for an arrangement under any bankruptcy or insolvency law, (ii) an involuntary petition under such law is filed against such other Party and is not dismissed, vacated or stayed within 60 days thereafter, and/or (iii) such other Party makes an assignment of all or substantially all of its assets for the benefit of its creditors.

(c) Either Party may terminate this Agreement in accordance with Section 7.3 hereof.

(d) Bunge may terminate this Agreement immediately upon notice to Producer if the Effective Date has not occurred on or before [ March 1, 2009 ] .

(e) Either Party may terminate this Agreement upon six months notice to the other Party if there is a Change in Control of the other Party. A “ Change of Control ” occurs upon any of: (i) a sale of all or substantially all of the assets of a Party; (ii) a sale of any significant portion of the assets that constitute the Facility (or are intended to constitute the Facility when construction is complete); (iii) a merger or consolidation invo