Amendment to Steam Service Contract Between Southwest Iowa Renewable Energy, LLC and MidAmerican Energy Company

           MidAmerican Energy Company, an Iowa corporation, (“Company”) and Southwest Iowa Renewable Energy, LLC, an Iowa limited liability corporation, (“Customer”) hereby agree to amend their Steam Service Contract (“Contract”), dated January 22, 2007, concerning Company’s supply of steam to Customer’s ethanol production facility located in Council Bluffs, Iowa.  Company and Customer are sometimes hereinafter collectively referred to as the “Parties” or individually as a “Party.”  For good and valuable consideration, the adequacy of which is hereby acknowledged by both Parties, the Parties agree to amend the Contract as follows:

1.  Article I, Section 2 of the said Contract shall be amended as shown below, with the underlined text to be added to Article I, Section 2, and the text that is not underlined simply reflecting existing text that is to remain as it was originally written in the Contract.  No text is being deleted from the original text of the Contract.

2.           The steam service provided will be non-interruptible except for interruptions due to:  force majeure (as described in Article XIV); Planned Outages, Forced Outages (Immediate, Delayed, or Postponed), Maintenance Outages (all are defined in Exhibit A);  regulatory/legal (state, local or federal) or reliability council (e.g., GADS Data Reporting Instructions, Mid-Continent Area Power Pool (“MAPP”), North American Electric Reliability Corporation (“NERC”), etc.) requirements; Reliability Interruptions (defined as interruptions required by MAPP, a Regional Transmission Organization (“RTO”) or Independent System Operator (“ISO”), their successors or similar organizations, during periods of peak load conditions to maintain adequate reserves to meet planning reserve requirements, contingency reserve requirements, or resource adequacy requirements, or interruptions required for depl oyment of contingency reserves or to respond to reserve sharing events, other system emergencies, or as otherwise required by MAPP, an RTO or ISO; or Economic Interruptions (defined as occasions when  Walter Scott Energy Center—formerly the Council Bluffs Energy Center—Unit 3 is economically dispatched by a RTO or ISO at a level high enough to require curtailment—which may include a complete cut-off—of steam production for Customer).

 

2.  Article XIII, Section 1 of the said Contract shall be amended as shown below, with the underlined text to be added to Article XIII, Section 1, and the text that is not underlined simply reflecting existing text that is to remain as it was originally written in the Contract.  No text is being deleted from the original text of the Contract.

           1.           Neither Customer nor Company shall be responsible for damages to the other Party, its directors, officers, employees, partners, co-venturers, agents, representatives, customers, suppliers, or any third party, for any failure to supply steam or return condensate, for interruptions of steam supply or return condensate, or for any alleged shortfalls in the quality of the steam supply or return condensate, unless such failure, interruption or shortfall is due to gross negligence or willful misconduct.  Nothing in the foregoing sentence shall be construed to impact Parties’ rights as set forth in Articles V, VI and VII hereof, and related Contrac t provisions.  For purposes of this Contract, “willful misconduct” shall be defined as follows:    an intentional act aimed at achieving a wrongful purpose knowingly without legal or factual justification and in disregard of the obvious harm such act will impose.  The Parties agree that it shall be considered “willful misconduct” for:

           (a) With the exceptions of interruptions as permitted in Article I, Section 2 of this Contract, Company to interrupt (on a short- or long-term basis) the steam supply to Customer solely on the basis of Company’s preferring to sell its energy in another, more or equally profitable transaction;

           (b)  With the exceptions of interruptions as permitted in Article I, Section 2 of this Contract, Company to refuse to provide steam service to Customer, unless consistent with the provisions of this Contract, when the primary steam source is operating at more than 600 MW of generating capacity, as measured by Company’s standard procedures;  (In the event of a dispute concerning whether the primary steam source was operating at more than 600 MW at the time of an interruption Customer reasonably deems to be the result of willful misconduct, Company will provide Customer access to its records pertaining to the plant’s capacity level at the time in question, pro vided Customer agrees to execute a reasonable confidentiality agreement pertaining to said records); or

3.  The first sentence of Article III of the said Contract shall be amended as shown below, with the underlined text to be added to Article III, and the text that is lined-through to be deleted.  Text that is not underlined or lined-through shall remain as it was originally written in the Contract.

The Net Energy Rate charged to Customer shall be fixed for the first three years, then adjusted each year starting on the 3rd anniversary date of the First Grind, but shall be adjusted no later than February 1, 2012.  January 1, 2012.

4.  All other provisions of the Contract shall remain unchanged.

           The foregoing change to the Contract is agreed to by the Parties and shall be effective on the 3rd day of October, 2008.