Exhibit 10.23
CORN AND NATURAL GAS PRICE RISK
MANAGEMENT AGREEMENT
THIS CORN and NATURAL GAS PRICE
RISK MANAGEMENT AGREEMENT is made and entered into as of the
1 st
day of January,
2007 , by and between Broin Management, LLC , a
Minnesota limited liability company (“Manager”) and
Great Plains Ethanol, LLC an South Dakota limited liability company
(“Company”).
WHEREAS , Company owns an ethanol production plant near
Chancellor, South Dakota (the “Plant”);
and
WHEREAS, Manager is in the business of management and
operation of ethanol production facilities, including the Plant;
and
WHEREAS , Company and Manager have engaged the services
of Manager to manage the Plant pursuant to the Management Agreement
dated January 15, 2001 (the “Management
Agreement”); and
WHEREAS , Company desires to engage the services of
Manager to provide corn and natural gas price risk management
services not addressed by the Management Agreement between Manager
and Company, and Manager desires to provide such additional
services on the terms and conditions hereinafter
described.
NOW, THEREFORE,
in consideration of mutual covenants
contained herein, the parties agree as follows:
Rights and Obligations of
Manager
General Rights and
Obligations . Manager
shall have the responsibility and authority to take all action
necessary or appropriate to engage in hedging and price risk
management relating to corn and natural gas requirements including,
without limitation, the power and authority to:
(a)
Trade future, options, cash corn
contracts, natural gas futures and other contracts with the
intention of controlling grain and natural gas costs, reducing
market exposure, and protecting and/or enhancing plant operating
margins in corn, natural gas and other commodities for any and all
ethanol plants managed by Manager including Company’s
Plant;
(b)
Devise and implement strategies for
carry protection and basis protection;
(c)
Recommend strategies for flat price
protection to Company’s governing board and enact all flat
price strategies approved by the governing board;
(d)
Recommend strategies to the
Company’s commodity manager for dialing and forward pricing,
price strategies and related hedging;
(e)
From time to time enter into trades
to reduce market exposure and market risk in other co-products or
commodities relative to plant usage or production;
(f)
Hire such employees and independent
contractors as Manager shall determine to be reasonably necessary
to the foregoing; and
(g)
Carry on any other activities
necessary to, in connection with, or incidental to the
foregoing.
Storage/Forward Contract
Hedging . Manager will
recommend storage and forward contract hedging strategies to
Company’s commodity manager. At no time will these strategies
result in the flat pricing of more than 25% of one year’s
projected corn usage without the approval of Company’s
governing board. Company will establish a futures trading account
with Manager’s assistance for the purpose of flat
price/storage/forward contract hedging.
Flat Price Hedging
. Manager will recommend fiat price
strategies to Company’s governing board for flat price
hedging in excess of 25% of one year’s projected corn usage
as it deems necessary. Company’s governing board will review
these strategies and direct Manager to implement any strategies
that are approved. Manager will promptly enact any flat price
hedging strategies directed by Company.
Independent Contractor
Status . Manager in the
performance of its duties under this Agreement shall occupy the
position of an independent contractor with respect to Company.
Nothing contained herein shall be construed as making the parties
hereto partners or joint ventures, nor, except as expressly
provided herein, construed make Manager an employee of
Company.
Reports Issued by
Manager
The following reports will be issued
to Company by Manager:
|
Daily Reports (To Commodity
Manager:
|
|
Market Update—Bid
Sheet
|
|
Market Summary and
Commentary
|
|
Weekly Reports (To General Manager)
|
|
Pool Position and
Profitability
|
|
DDGS Market Roundup
|
|
Natural Gas Market
Roundup
|
|
Quarterly Reports (To the Board of Directors):
|
|
Quarterly Market and Trading
Update
|
|
Quarterly DDGS Update
|
|
Quarterly Natural Gas
Update
|
2
Duties of Company
Company hereby agrees to cooperate
with Manager in the performance of Manager’s duties and
responsibilities under this Agreement, to act in good faith, and to
do all reasonable things necessary to aid Manager’s
performance as an independent contractor under the terms of this
Agreement. Company’s governing board may create a committee
to perform Company’s duties and responsibilities
unde