ESCROW AGREEMENTEscrow Agreement • June 6th, 2007 • Agassiz Energy, LLC • Industrial organic chemicals • Minnesota
This Escrow Agreement (the “Agreement”) dated as of , 2007 is by and between Agassiz Energy, LLC, a Minnesota limited liability company (the “Company”) and Bremer Bank, N.A. (the “Escrow Agent”), (the “Escrow Agent” and the “Company” may also be hereinafter referred to as the “Parties”).
LICENSE AGREEMENTLicense Agreement • September 21st, 2006 • Agassiz Energy, LLC • Industrial organic chemicals • Minnesota
THIS AGREEMENT, effective as of the 1st day of May, 2006 by and between VOGELBUSCH U.S.A., INC., a corporation duly organized and existing under the laws of the State of Texas, with its principal place of business at 10810 Old Katy Road, Suite 107; Houston, Texas 77043, United States of America (hereinafter referred to as LICENSOR) and AGASSIZ ENERGY LLC., a limited liability corporation duly organized and existing under the laws of the State of MINNESOTA and having its principal place of business at 510 County Road 71 Valley Technology Park, Crookston, MN 56716 (hereinafter referred to as LICENSEE);
AGASSIZ ENERGY, LLC SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $1.00 per Unit Minimum Investment of 20,000 Units ($20,000), Subject to Waiver 5,000 Unit Increments Thereafter ($5,000)Subscription Agreement • August 7th, 2006 • Agassiz Energy, LLC • Industrial organic chemicals
The undersigned subscriber, desiring to become a member of Agassiz Energy, LLC (“Agassiz Energy”), a Minnesota limited liability company, with its principal place of business at 510 County Road 71, Valley Technology Park, Crookston, Minnesota 56716, hereby subscribes for the purchase of the membership interests of Agassiz Energy, and agrees to pay the related purchase price, identified below.
PROCESS GUARANTEEProcess Guarantee • September 21st, 2006 • Agassiz Energy, LLC • Industrial organic chemicals
THIS AGREEMENT, effective as of the 1st day of May, 2006 by and between VOGELBUSCH U.S.A., INC., a corporation duly organized and existing under the laws of the State of Texas, with its principal place of business at 10810 Old Katy Road, Suite 107; Houston, Texas 77043; United States of America (hereinafter referred to as “LICENSOR”), and AGASSIZ ENERGY LLC., a corporation duly organized and existing under the laws of the State of Minnesota, having its principal place of business at 510 County Road 71 Valley Technology Park Crookston, MN 56716 (hereinafter referred to as “LICENSEE”).
AMENDED OPTION TO PURCHASE REAL PROPERTYAgassiz Energy, LLC • April 17th, 2007 • Industrial organic chemicals • Minnesota
IN CONSIDERATION of the sum of One Hundred Thousand Dollars ($100,000) ($25,000 payable on the execution of this Option Agreement; $35,000 payable on or before November 20, 2006; and $40,000 [plus interest at the rate of 6 percent per annum from November 15, 2006, to date of payment] on or before April 1, 2007), paid to Richard Scott Carroll and D’wana Jean Carroll, husband and wife, hereinafter referred to as “Sellers,” receipt of said $25,000 is hereby acknowledged, Sellers give and grant to Agassiz Energy, LLC, a Minnesota limited liability company, hereinafter referred to as “Purchaser,” and Purchaser’s successors and assigns, the exclusive option to purchase the real property of Sellers situated in the County of Polk, State of Minnesota, particularly described as:
IMPOUNDMENT AGREEMENTImpoundment Agreement • June 6th, 2007 • Agassiz Energy, LLC • Industrial organic chemicals
THIS IMPOUNDMENT AGREEMENT, made and entered into June ___, 2007, by and between Agassiz Energy, LLC, a Minnesota limited liability company (hereinafter called the “Issuer”) and Bremer Bank, N.A. (a national banking association) with principal offices in Crookston, Minnesota (hereinafter called the “Impoundment Agent”);
AGREEMENT FOR PROFESSIONAL SERVICES (Agassiz Energy, LLC.).Agassiz Energy, LLC • April 5th, 2006 • Minnesota
In consideration of the mutual covenants and agreements hereinafter contained, and intending to be bound legally thereby, it is agreed as follows:
Agricultural Utilization Research Institute Agricultural Innovation Center (AIC) Minnesota’s Center For Producer-Owned Energy Green Field Energy Program COLLABORATION AGREEMENTCollaboration Agreement • April 5th, 2006 • Agassiz Energy, LLC • Minnesota
COLLABORATION AGREEMENT made by Agricultural Utilization Research Institute (AURI)/Minnesota’s Center For Producer-Owned Energy hereinafter referred to as Agricultural Innovation Center (AIC) and New Harvest Ethanol (NHE), Federal Tax Identification Number 41-1991009, and State Tax Identification Number 5247824 AURI/AIC Project Number AIC004.
Agassiz Energy, LLC COMPENSATION AGREEMENT FOR CONTACT SERVICESCompensation Agreement • June 8th, 2006 • Agassiz Energy, LLC • Industrial organic chemicals
OPTION TO PURCHASE REAL PROPERTYAgassiz Energy, LLC • April 5th, 2006 • Minnesota
CONSIDERATION of Five Thousand Dollars ($5,000), paid to David M. Czech and De ores R. Czech, husband and wife, hereinafter referred to as “Sellers,” receipt of which is acknowledged, Sellers give and grant to Agassiz Energy, LLC, a Minnesota limited liability company, hereinafter referred to as “Purchaser,” and Purchaser’s successors and assigns, the exclusive option to purchase the real property Sellers situated in the County of Polk, State of Minnesota, particularly described as:
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • June 6th, 2007 • Agassiz Energy, LLC • Industrial organic chemicals
THIS BUSINESS LOAN AGREEMENT dated March 9, 2007, is made and executed between Agassiz Energy, LLC (“Borrower”) and American Federal Bank (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement (“Loan”). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
AGASSIZ ENERGY, LLC SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $1.00 per Unit Minimum Investment of 20,000 Units ($20,000), Subject to Waiver 5,000 Unit Increments Thereafter ($5,000)Subscription Agreement • July 18th, 2007 • Agassiz Energy, LLC • Industrial organic chemicals
The undersigned subscriber, desiring to become a member of Agassiz Energy, LLC (“Agassiz Energy”), a Minnesota limited liability company, with its principal place of business at 510 County Road 71, Valley Technology Park, Crookston, Minnesota 56716, hereby subscribes for the purchase of the membership interests of Agassiz Energy, and agrees to pay the related purchase price, identified below.
IMPOUNDMENT AGREEMENTImpoundment Agreement • July 18th, 2007 • Agassiz Energy, LLC • Industrial organic chemicals
THIS IMPOUNDMENT AGREEMENT, made and entered into July 16, 2007, by and between Agassiz Energy, LLC, a Minnesota limited liability company (hereinafter called the “Issuer”) and Bremer Trust, N.A. (a national banking association) with principal offices in Crookston, Minnesota (hereinafter called the “Impoundment Agent”);
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF AGASSIZ ENERGY, LLC A MINNESOTA LIMITED LIABILITY COMPANY ORGANIZED UNDER MINNESOTA STATUTES CHAPTER 322B.Operating Agreement • September 21st, 2006 • Agassiz Energy, LLC • Industrial organic chemicals • Minnesota
Pursuant to Section 7.7 of the Operating Agreement of Agassiz Energy, LLC, a Minnesota limited liability company (the “Company”) dated November 4, 2004, and Section 7.7 of the Amended and Restated Operating Agreement of the Company dated March 31, 2006, the undersigned, being all of the governors of the Company, hereby adopt this Second Amended and Restated Operating Agreement.
United States Department of Agriculture Rural Business-Cooperative Service Value-Added Agricultural Product Market Development Grant Agreement (VADG)Grant Agreement • April 5th, 2006 • Agassiz Energy, LLC
This Grant Agreement (Agreement) dated March 14, 2005 between Agassiz Energy, LLC (Grantee), and the United States of America, acting through the Rural Business-Cooperative Service of the Department of Agriculture (Grantor), for $170,000 in grant funds under the VADG program, delineates the agreement of the parties.
OPTION TO PURCHASE REAL PROPERTYAgassiz Energy, LLC • April 5th, 2006 • Minnesota
IF CONSIDERATION of Five Thousand Dollars ($5,000), paid to Randy Kroeplin and Jennifer Kroeplin, husband and wife, hereinafter referred to as “Sellers,” receipt of which is acknowledged, Sellers give and grant to Agassiz Energy, LLC, a Minnesota limited liability company, hereinafter referred to as “Purchaser,” and Purchaser’s successors and assigns, the exclusive option to purchase the real property Sellers situated in the County of Polk, State of Minnesota, particularly described as:
OPTION TO PURCHASE REAL PROPERTYAgassiz Energy, LLC • April 5th, 2006 • Minnesota
IN CONSIDERATION of Twenty Thousand Dollars ($20,000), paid to Warren Mitchell Thompson and Henrietta P. Thompson, husband and wife, hereinafter referred to as “Sellers,” receipt of which is acknowledged, Sellers give and grant to Agassiz Energy, LLC, a Minnesota limited liability company, hereinafter referred to as “Purchaser,” and Purchaser’s successors and assigns, the exclusive option to purchase the real property Sellers situated in the County of Polk, State of Minnesota, particularly described as:
AMENDED AND RESTATED OPERATING AGREEMENT OF AGASSIZ ENERGY, LLC A MINNESOTA LIMITED LIABILITY COMPANY ORGANIZED UNDER MINNESOTA STATUTES CHAPTER 322B.Operating Agreement • April 5th, 2006 • Agassiz Energy, LLC • Minnesota
Pursuant to Section 7.7 of the Operating Agreement of Agassiz Energy, LLC, a Minnesota limited liability company (the “Company”) dated November 4, 2004, the undersigned, being all of the governors of the Company, hereby adopt this Amended and Restated Operating Agreement.
RE: Memorandum of Understanding for 50 MMGY Ethanol Plant in Erskine, Minnesota Preconstruction Services/Design Development and EPC Contract intent between the Bio-Renewable Group and Agassiz Energy, LLC.Agassiz Energy, LLC • April 5th, 2006
Agassiz Energy, L.L.C. (hereinafter referred to as Agassiz) is currently in the process of developing an ethanol production facility having a design capacity of 50 million gallons of ethanol per year including DDGS and C02 as co-products utilizing corn and Barley as the feed stock to be constructed in Erskine, Minnesota (the “Project”). Agassiz is agreeable in principle to having Wanzek Construction, Inc. (hereinafter referred to as “Bio-Renewable Group”) perform engineering, procurement, construction (“EPC”) and related services for the Project.
ASSIGNMENTAssignment • April 5th, 2006 • Agassiz Energy, LLC
THIS ASSIGNMENT, made this 13th day of April, 2005, between New Harvest Cooperative, also known as New Harvest Ethanol, a Minnesota 308A cooperative corporation, (the “Assignor”), and Agassiz Energy, LLC, a Minnesota limited liability company, (the “Assignee”).
AMENDMENT/EXTENSION OF OPTION TO PURCHASE REAL PROPERTYAgassiz Energy, LLC • April 17th, 2007 • Industrial organic chemicals
THIS AMENDMENT/EXTENSION dated this 30 day of March, 2007, by and between David M. Czech and Delores R. Czech, husband and wife, hereinafter referred to as “Sellers,” and Agassiz Energy, LLC, a Minnesota limited liability company, hereinafter referred to s “Purchaser”;
ESCROW AGREEMENTEscrow Agreement • July 18th, 2007 • Agassiz Energy, LLC • Industrial organic chemicals • Minnesota
This Escrow Agreement (the “Agreement”) dated as of July 16, 2007 is by and between Agassiz Energy, LLC, a Minnesota limited liability company (the “Company”) and Bremer Trust, N.A. (the “Escrow Agent”), (the “Escrow Agent” and the “Company” may also be hereinafter referred to as the “Parties”).
AGASSIZ ENERGY, LLC SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $1.00 per Unit Minimum Investment of 20,000 Units ($20,000), Subject to Waiver 5,000 Unit Increments Thereafter ($5,000)Subscription Agreement • June 6th, 2007 • Agassiz Energy, LLC • Industrial organic chemicals
The undersigned subscriber, desiring to become a member of Agassiz Energy, LLC (“Agassiz Energy”), a Minnesota limited liability company, with its principal place of business at 510 County Road 71, Valley Technology Park, Crookston, Minnesota 56716, hereby subscribes for the purchase of the membership interests of Agassiz Energy, and agrees to pay the related purchase price, identified below.
GENERAL SERVICE AGREEMENTGeneral Service Agreement • April 5th, 2006 • Agassiz Energy, LLC • Minnesota
This General Service Agreement (“Agreement”) made this 28th day of March 2006, by and between the Utility Engineering Corporation (“Consultant”), and Agassiz Energy LLC (“Company”), (sometimes referred to individually as “Party” or collectively as “Parties).
SECOND AMENDED AND RESTATED MEMBER CONTROL AGREEMENT OF AGASSIZ ENERGY, LLC Dated: Effective September 6, 2006Member Control Agreement • September 21st, 2006 • Agassiz Energy, LLC • Industrial organic chemicals • Minnesota
THIS SECOND AMENDED AND RESTATED MEMBER CONTROL AGREEMENT (this “Agreement”) is entered into effective as of the 6th day of September, 2006, by and among Agassiz Energy, LLC, a Minnesota limited liability company (the “Company”), each of the Persons identified as Members on attached Exhibit “A”, and any other Persons that may from time to time be subsequently admitted as Members of the Company in accordance with the terms of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1.6. This Agreement amends and restates the Member Control Agreement between the parties hereto dated November 4, 2004, and the Amended and Restated Member Control Agreement of Agassiz Energy, LLC effective March 31, 2006.
AMENDED AND RESTATED MEMBER CONTROL AGREEMENT OF AGASSIZ ENERGY, LLC Dated: Effective March 31, 2006Member Control Agreement • April 5th, 2006 • Agassiz Energy, LLC • Minnesota
THIS AMENDED AND RESTATED MEMBER CONTROL AGREEMENT (this “Agreement”) is entered into effective as of the 31st day of March, 2006, by and among Agassiz Energy, LLC, a Minnesota limited liability company (the “Company”), each of the Persons identified as Members on attached Exhibit “A”, and any other Persons that may from time to time be subsequently admitted as Members of the Company in accordance with the terms of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1.6. This Agreement amends and restates the Member Control Agreement between the parties hereto dated November 4, 2004.
PROMISSORY NOTEPromissory Note • April 17th, 2007 • Agassiz Energy, LLC • Industrial organic chemicals
FOR VALUE RECEIVED, the undersigned, Agassiz Energy, LLC, a Minnesota limited liability company, with its principal place of business at 510 County Road 71, Valley Technology Park, Crookston, Minnesota, 56716 (“Borrower”) hereby agrees and promises to pay to the order of (“Holder”), at or such other place as Holder may from time to time designate, the principal sum of Dollars ($ ) (the “Principal Balance”) together with interest on the unpaid principal balance until this Note is fully paid, at the rate of five and one/quarter percent (5.25%) per annum. Both the principal balance and interest thereon shall be payable in coin or currency which at the time of payment is legal tender for the payment of public or private debts in the United States of America.
