Item 1.01 Entry into a Material Definitive Agreement

On June 14, 2021, Cardinal Ethanol, LLC ("Cardinal") and Air Products and Chemicals, Inc. ("Air Products"), entered into a Third Amendment to Carbon Dioxide Purchase and Sale Agreement to be effective June 1, 2021, which amends the Carbon Dioxide Purchase and Sale Agreement dated March 8, 2010, as amended on November 22, 2011 and April 30, 2020 (the "Agreement"). Pursuant to the Agreement, Cardinal agrees to sell and Air Products agrees to take or pay for a portion of the carbon dioxide gas produced by the plant.

The Amendment increases the price paid for the carbon dioxide to $7.00 per ton subject to an annual 2% price increase. However, in the event of a take or pay shortfall, the price paid for the shortfall per ton is reduced by $1.00. The Amendment also provides that Cardinal may do anything it wishes with carbon dioxide gas it produces in excess of the quantity it is obligated to sell to Air Products provided that if Cardinal sells to others who sell liquid carbon dioxide to end-users in direct competition with Air Products then (i) Air Products' annual take or pay obligation shall be reduced accordingly; and (ii) Air Products shall have the option to terminate the Agreement upon 90 days written notice.

The Amendment provides that the initial term of the Agreement shall continue until May 31, 2026 with automatic one-year renewal periods thereafter unless terminated by either party by providing at least six months written notice prior to the expiration of the term. In addition, the Amendment provides that, after the three year anniversary of the Effective Date, Cardinal may terminate the Agreement as follows: (i) upon the occurrence of a "Change of Control Event" as defined in the Amendment upon 90 days written notice; or (ii) if Cardinal determines to sequester its carbon dioxide upon 180 days written notice.

The Amendment also gives the parties the right to renegotiate the affected terms of the Agreement following the occurrence of certain state or federal externally imposed changes if the total financial impact exceeds $100,000 annually. If the parties are unable to reach agreement, then the party seeking to renegotiate may terminate the Agreement upon 180 days written notice.

Item 8.01 Other Events

On June 15, 2021, the board of directors of Cardinal declared a cash distribution of $200 per membership unit to unit holders of record at the close of business on June 15, 2021, for a total distribution of $2,921,200. Cardinal expects to pay the distribution by the beginning of July 2021.

Item 9.01 Financial Statements and Exhibits



(a)None.

(b)None.

(c)None.

(d)Exhibits.

Exhibit No.  Description



     99.1             Third Amendment to Carbon Dioxide Purchase and Sale Agreement Between
                      Cardinal Ethanol, LLC and Air Products and Chemicals, Inc.

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