Termination Letter for Asset Purchase Agreement between Ethanex Energy, Inc. and Midwest Renewable Energy, LLC

Summary

Ethanex Energy, Inc. notifies Midwest Renewable Energy, LLC that it is terminating their Asset Purchase Agreement, originally signed on February 10, 2008 and amended on March 11, 2008. The termination is effective immediately because Ethanex was unable to secure at least $1.5 million in interim financing, as required by the agreement. This letter serves as formal notice of termination under the terms of the contract.

EX-10.1 2 v107791_ex10-1.htm TERMINATION LETTER EX 10.1

ETHANEX ENERGY, INC.

14500 Parallel Road, Suite A

Basehor, KS 66007

March 23, 2008

Via Facsimile

Midwest Renewable Energy, LLC

3610 Dodge Street, Suite 212

Omaha, NE 68131

Fax: ###-###-####

Attention:	James Jandrian, CPA
	Penny S. Thelen

Dear Jim and Penny:

Reference is made to that certain Asset Purchase Agreement, dated February 10, 2008, by and among Midwest Renewable Energy, LLC, a Nebraska limited liability company, Ethanex Energy, Inc., a Nevada corporation (“Ethanex”), Ethanex Sutherland Land, LLC, a Delaware limited liability company, Ethanex Sutherland, LLC, a Delaware limited liability company, Ethanex Phase I, LLC, a Delaware limited liability company, Ethanex Phase II, LLC, a Delaware limited liability company, and Ethanex Phase III, LLC, a Delaware limited liability company, as the same was amended by that certain First Amendment, dated March 11, 2008 (the “Asset Purchase Agreement”). Pursuant to Section 12(a)(viii) of the Asset Purchase Agreement, Ethanex hereby terminates the Asset Purchase Agreement, effective immediately, because it has been unable to obtain interim financing of at least $1.5 million and has not entered into a legally binding agreement pursuant to which it would have available to it interim financing of at least $1.5 million.

	Sincerely,

	Ethanex Energy, Inc.

	By:	/s/ Albert W. Knapp, III
		Albert W. Knapp, III
		President and Chief Executive Officer

cc:

Roger Wells

McGrath North Mullin & Kratz, PC LLO

First National Tower, 1601 Dodge Street, Suite 3700

Omaha, NE 68102

Fax: ###-###-####

Mark Director

Kirkland & Ellis LLP

655 15th Street, NW, Suite 1200

Washington, DC 20005

Fax: ###-###-####