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Exhibit 10.1
CONTRIBUTION
AGREEMENT
THIS AGREEMENT ,
made and entered into this 1st day of April, 2007, by and between
RENEWABLE PRODUCTS MARKETING GROUP, LLC (“RPMG”), and
DAKOTA ETHANOL L.L.C..
WITNESSETH:
WHEREAS , RPMG is a
limited liability company formed for the purpose of marketing
ethanol for its Members and others; and
WHEREAS , DAKOTA
ETHANOL L.L.C. produces or is constructing a facility to produce
ethanol products located at Wentworth SD and is desirous of
becoming a Member of RPMG and RPMG is desirous of having DAKOTA
ETHANOL L.L.C. become a Member.
NOW, THEREFORE , in
consideration of the mutual covenants and promises herein
contained, the parties agree as follows:
1.
Membership . As of 1 st
April , 2007, DAKOTA ETHANOL L.L.C. is hereby admitted as a
Member of RPMG, having an initial Membership Interest of
9.0909%. RPMG agrees that Schedule A to the RPMG Member
Control Agreement shall be revised as set forth in Exhibit A to
this Agreement. RPMG acknowledges that the Members have
approved the admission of DAKOTA ETHANOL L.L.C. as required by the
Member Control Agreement between the Company and its Members.
2.
Consideration . In consideration for its
Membership in RPMG, DAKOTA ETHANOL L.L.C. shall make the following
capital contribution:
a.
An initial contribution of $105,000, receipt of which is hereby
acknowledged;
b.
An additional $500,000 to be paid on a monthly basis in an amount
equal to $0.0075 multiplied by the total gallons of ethanol
production sold by RPMG for DAKOTA ETHANOL L.L.C. during the
month;
c.
DAKOTA ETHANOL L.L.C. may at any time prepay all or any part of the
outstanding balance of its capital contribution;
d.
The unpaid balance of the deferred capital contribution is due and
payable to RPMG irrespective of DAKOTA ETHANOL L.L.C.’s
continuation as a member of, or using the marketing services of
RPMG, and shall become immediately due and payable if DAKOTA
ETHANOL L.L.C. ceases to be a member of RPMG for any reason,
including termination of the Member Ethanol Fuel Marketing
Agreement.
1
3.
Other Agreements . As a condition to its
admission as a M
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