GUARANTYMinnergy LLC • April 25th, 2008 • Industrial organic chemicals
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Winona National Bank (herein, with its participants, successors and assigns, called “Lender”), at its option, at any time or from time to time to make loans or extend other accommodations to or for the account of MinnErgy, LLC (herein called “Borrower”) or to engage in any other transactions with Borrower, the Undersigned hereby absolutely and unconditionally guarantees to Lender the full and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of the debts, liabilities and obligations described as follows:
MINNERGY, LLC SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $1.00 per Unit Minimum Investment of 20,000 Units ($20,000) 5,000 Unit Increments Thereafter ($5,000)Subscription Agreement • November 7th, 2007 • Minnergy LLC • Industrial organic chemicals
SECOND AMENDED AND RESTATED MEMBER CONTROL AGREEMENT OF MINNERGY, LLC Dated: Effective November 2, 2007Member Control Agreement • November 7th, 2007 • Minnergy LLC • Industrial organic chemicals • Minnesota
THIS SECOND AMENDED AND RESTATED MEMBER CONTROL AGREEMENT (the “Agreement”) is entered into effect as of the 2nd day of November, 2007, by and among MinnErgy, 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 1.10.
MINNERGY, LLC SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $1.00 per Unit Minimum Investment of 20,000 Units ($20,000) 5,000 Unit Increments Thereafter ($5,000)Subscription Agreement • March 21st, 2008 • Minnergy LLC • Industrial organic chemicals
The undersigned subscriber (“Subscriber”), desiring to become a member of MinnErgy, LLC (“MinnErgy”), a Minnesota limited liability company, with its principal place of business at 8 North Front Street NW, PO Box 86, Eyota, Minnesota 55934 hereby subscribes for the purchase of membership units of MinnErgy, and agrees to pay the related purchase price, identified below.
AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • November 7th, 2007 • Minnergy LLC • Industrial organic chemicals • Minnesota
THIS AMENDED AND RESTATED ESCROW AGREEMENT (this “Agreement”) is made this 1st day of November, 2007, by and between MinnErgy, LLC a Minnesota limited liability company (“MinnErgy”) and Winona National Bank as escrow agent (the “Escrow Agent”).
NATURAL RESOURCE GROUP, INC. AGREEMENT FOR PROFESSIONAL SERVICES (Minergy)Minnergy LLC • May 14th, 2007 • Minnesota
PARTIES: Natural Resource Group, Inc., a corporation Organized under and pursuant to the laws or the Stale of Minnesota (hereinafter “NRG”)
AGREEMENTAgreement • April 25th, 2008 • Minnergy LLC • Industrial organic chemicals
This Agreement is made by and among MinnErgy, LLC, a Minnesota limited liability company, (the “Company”), and the undersigned (each a “Guarantor” and collectively the “Guarantors”), each of whom is a member of the Company and a guarantor of obligations of the Company to Winona National Bank (the “Lender”).
PROJECT DEVELOPMENT AGREEMENT BETWEEN MINNERGY, LLC AND DELTA-T CORPORATIONProject Development Agreement • May 14th, 2007 • Minnergy LLC • Minnesota
This Agreement is entered into this 25th day of August , 2006 by and between DELTA-T Corporation, a Virginia corporation located at 323 Alexander Lee Parkway, Williamsburg, Virginia 23185, USA (hereinafter “DELTA-T”), and MinnErgy, LLC, a Minnesota limited liability company (hereinafter “Client”), which parties may be referred to individually as a “Party” or jointly as the “Parties.”
AGREEMENT TO TERMINATE PROJECT DEVELOPMENT AGREEMENT AND MUTUAL RELEASEProject Development Agreement and Mutual Release • May 14th, 2007 • Minnergy LLC
THIS AGREEMENT TO TERMINATE PROJECT DEVELOPMENT AGREEMENT AND MUTUAL RELEASE, (the “Termination Agreement”) made and entered into this 13 day of February, 2007, by and between Delta-T Corporation, a corporation having its principal offices at 323 Alexander Lee Parkway, Williamsburg, Virginia 23185 (“Delta-T”) and MinnErgy, LLC (“MinnErgy”), a Minnesota limited liability company having it principal offices at 4455 Theurer Blvd., Winona, Minnesota 55987.
AMENDMENT NUMBER ONE to LETTER OF INTENT (“LOI”) DATED MARCH 23, 2007 by and between FAGEN, INC. (“FAGEN”) and MINNERGY, LLC (“OWNER”)Minnergy LLC • September 21st, 2007 • Industrial organic chemicals
This Amendment Number One is entered into this 13th day of September, 2007, by and between Fagen, Inc., a Minnesota Corporation (“Fagen”) and MinnErgy, LLC, a Minnesota Limited Liability Company (“Owner”).
REAL PROPERTY SUBORDINATION AGREEMENTSubordination Agreement • August 14th, 2008 • Minnergy LLC • Industrial organic chemicals
For valuable consideration, the receipt and sufficiency of which is acknowledged, Creditor and WINONA NATIONAL BANK (“Lender”) indicated above resolve the priority of their debts and Mortgages and agree as follows:
REAL ESTATE OPTION AGREEMENTReal Estate Option Agreement • May 14th, 2007 • Minnergy LLC • Minnesota
THIS AGREEMENT is made this ___day of May, 2006, by and between Dakota Minnesota and Eastern Railroad Corporation (the “Optionor”) and MinnErgy, LLC, a Minnesota limited liability company (the “Optionee”).
NEGATIVE PLEDGE AGREEMENTNegative Pledge Agreement • April 25th, 2008 • Minnergy LLC • Industrial organic chemicals
This indenture is made and entered into this 11th day of April 2008 by MinnErgy, LLC, Daniel H. Arnold, Chairman of the Board (“Pledger”) and in favor of Winona National Bank (“Pledgee”).
MINNERGY, LLC LETTERHEAD August 7, 2006 Gary D. Allen and Linda M. Allen 3922 125th Ave SE Eyota, MN 55934 Dana Allen 11304 19th Street SE Eyota, MN 55934 William Oehler Ward & Oehler, Ltd. 1765 Greenview Drive SW Rochester, MN 55902Memorandum of Option Agreement • May 14th, 2007 • Minnergy LLC • Minnesota
Re: Real Estate Option Agreement dated June 12, 2006 between Gary D. Allen and Linda M. Allen, husband and wife, and Dana Allen, a single person (the “Optionor”) and MinnErgy, LLC, a Minnesota limited liability company (the “Optionee”)
ENERGY MANAGEMENT AGREEMENT (Site Development and Operations)Energy Management Agreement • July 27th, 2007 • Minnergy LLC • Industrial organic chemicals • Minnesota
The purpose of this Agreement is to set forth the understanding and agreement between U.S. Energy Services, Inc. (“U.S. Energy”) and MinnErgy, LLC (“Client”) related to the provision of energy management services.
AMENDED AND RESTATED ESCROW AGREEMENTAmended And • April 25th, 2008 • Minnergy LLC • Industrial organic chemicals • Minnesota
THIS AMENDED AND RESTATED ESCROW AGREEMENT (this “Agreement”) is made this 13th day of March, 2008, by and between MinnErgy, LLC a Minnesota limited liability company (“MinnErgy”) and Winona National Bank as escrow agent (the “Escrow Agent”).
MINNERGY LETTERHEAD July 11, 2006 Isabelle O. Timm 15 Second Street NW Utica, MN 55979 Jerry Kellum 1600 Gilmore Avenue Winona, MN 55987Real Estate Option Agreement • May 14th, 2007 • Minnergy LLC • Minnesota
Re: Real Estate Option Agreement dated May 17, 2006 between Isabelle O. Timm, a single person (the “Optionor”) and MinnErgy, LLC, a Minnesota limited liability company (the “Optionee”)
May 10, 2007 Steven C. VonWald 10531 40th Street SE Eyota, MN 55934 Robert Suk Suite 104 2434 Superior Street NW Rochester, MN 55901Real Estate Option Agreement • May 14th, 2007 • Minnergy LLC • Minnesota
Re: Real Estate Option Agreement dated May 12, 2006 between Steven C. VonWald, a single person (the “Optionor”) and MinnErgy, LLC, a Minnesota limited liability company (the “Optionee”)
SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $1.00 per Unit Minimum Investment of 20,000 Units ($20,000) 5,000 Unit Increments Thereafter ($5,000)Subscription Agreement • May 14th, 2007 • Minnergy LLC
The undersigned subscriber (“Subscriber”), desiring to become a member of MinnErgy, LLC (“MinnErgy”), a Minnesota limited liability company, with its principal place of business at 4455 Theurer Boulevard, PO Box 186, Winona, Minnesota 55987 hereby subscribes for the purchase of membership units of MinnErgy, and agrees to pay the related purchase price, identified below.
AMENDMENT NUMBER TWO to LETTER OF INTENT (“LOI”) DATED MARCH 23, 2007 And AMENDMENT NUMBER ONE DATED SEPTEMBER 13, 2007 (“AMENDMENT NUMBER ONE”) by and between FAGEN, INC. (“FAGEN”) and MINNERGY, LLC (“OWNER”)Minnergy LLC • March 21st, 2008 • Industrial organic chemicals
This Amendment Number Two is entered into this 17th day of November December, 2007, by and between Fagen, Inc., a Minnesota Corporation (“Fagen”) and MinnErgy, LLC, a Minnesota Limited Liability Company (“Owner”). Fagen and Owner may be referred to collectively herein as the “Parties”.
SUBLEASESublease • April 25th, 2008 • Minnergy LLC • Industrial organic chemicals
This agreement is made and entered into as of November 12, 2007, by and between All American Cooperative, a Minnesota corporation, part of the first part, Sublessor, and MinnErgy, LLC, a Minnesota corporation, part of the second part, Sublessee.
AMENDMENT NUMBER THREE to AMENDED LETTER OF INTENT by and between FAGEN, INC. and MINNERGY, LLCMinnergy LLC • June 20th, 2008 • Industrial organic chemicals
This Amendment Number Three (“Amendment Number Three”) is entered into this 18th day of June 2008, by and between Fagen, Inc., a Minnesota Corporation (“Fagen”) and MinnErgy, LLC, a Minnesota Limited Liability Company (“Owner”). (Each of Fagen and Owner a “Party” and, collectively, the “Parties”).
February 16, 2007 Mr. Ron Scherbring MinnErgy, LLC Eyota, MN Dear Ron:Minnergy LLC • May 14th, 2007
This document serves as the service agreement between US Water Services and MinnErgy, LLC for the 50 MMgy ethanol plant to be located in Eyota, MN. Signing the service agreement shows the MinnErgy, LLC’s intent to utilize US Water Services as the water treatment supplier. Signing the LOI will allow US Water Service to commit to the necessary resources and equipment.
May 17, 2007 Dakota Minnesota and Eastern Railroad Corporation Attn: Tim Carlson, Real Estate Manager 140 N Phillips Ave. Sioux Falls, SD 57101Minnergy LLC • July 27th, 2007 • Industrial organic chemicals
Re: Real Estate Option Agreement dated May 23, 2006 between Dakota Minnesota and Eastern Railroad Corporation (the “Optionor”) and MinnErgy, LLC, a Minnesota limited liability company (the “Optionee”)
MinnErgy, , LLC Winona National BankMinnergy LLC • April 25th, 2008 • Industrial organic chemicals
ACCRUAL METHOD: Interest will be calculated on a Actual/360 basis. POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note owing after maturity, and until paid in full, as stated below:
UNITED STATES DEPARTMENT OF AGRICULTURE RURAL BUSINESS-COOPERATIVE SERVICE VALUE-ADDED PRODUCER GRANT AGREEMENTAdded Producer Grant Agreement • November 7th, 2007 • Minnergy LLC • Industrial organic chemicals
This Grant Agreement (Agreement) dated September 27, 2007, between MinnErgy, LLC (Grantee), and the United States of America, acting through the Rural Business-Cooperative Service of the Department of Agriculture (Grantor), for $ 300,000 in grant funds under the VAPG program, delineates the agreement of the parties.
FARM LEASEFarm Lease • June 20th, 2008 • Minnergy LLC • Industrial organic chemicals
By this agreement made effective April 16, 2008, between MinnErgy, LLC, a Minnesota limited liability company with an address of 8 North Front Street NW, Eyota, MN 55934, referred to herein as “Lessor”, and Hadar Farms Partnership, a Minnesota partnership with an address of 49890 Highway 57 Blvd, Zumbrota, MN 55909 referred to herein as “Lessee,” Lessor rents to Lessee, and Lessee hires from Lessor the following described premises, herein referred to as “leased premises”:
PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT BETWEEN MINNERGY, LLC AND FAGEN ENGINEERING, LLC May 23, 2007Engineering Services Agreement • July 27th, 2007 • Minnergy LLC • Industrial organic chemicals • Minnesota
THIS PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT (the “Agreement”) is made as of May 23, 2007, (the “Effective Date”) by and between MinnErgy, LLC, a Minnesota Limited Liability Company (the “Client”) and Fagen Engineering, LLC a Minnesota Limited Liability Company (the “Engineer”). Each of the Client and Engineer are referred to herein individually as a “Party” and collectively as the “Parties.”
June 11, 2007 Gary D. Allen and Linda M. Allen 2933 125th Ave. SE Eyota, MN 55934 Dana Allen 11304 19th Street SE Eyota, MN 55934 William Oehler Ward & Oehler, Ltd. 1765 Greenview Drive SW Rochester, MN 55902Minnergy LLC • July 27th, 2007 • Industrial organic chemicals
Re: Real Estate Option Agreement dated June 12, 2006 between Gary D. Allen and Linda M. Allen, husband and wife, and Dana Allen, a single person (the “Optionor”) and MinnErgy, LLC, a Minnesota limited liability company (the “Optionee”)
ESCROW AGREEMENTEscrow Agreement • May 14th, 2007 • Minnergy LLC • Minnesota
THIS ESCROW AGREEMENT (this “Agreement”) is made this 9th day of May, 2007, by and between MinnErgy, LLC a Minnesota limited liability company (“MinnErgy”) and Winona National Bank as escrow agent (the “Escrow Agent”).
May 16, 2007 Isabelle O. Timm 15 Second Street NW Utica, MN 55979 Jerry Kellum 1600 Gilmore Avenue Winona, MN 55987Minnergy LLC • July 27th, 2007 • Industrial organic chemicals
Re: Real Estate Option Agreement dated May 17, 2006 between Isabelle O. Timm, a single person (the “Optionor”) and MinnErgy, LLC, a Minnesota limited liability company (the “Optionee”)
AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • March 21st, 2008 • Minnergy LLC • Industrial organic chemicals • Minnesota
THIS AMENDED AND RESTATED ESCROW AGREEMENT (this “Agreement”) is made this 13th day of March, 2008, by and between MinnErgy, LLC a Minnesota limited liability company (“MinnErgy”) and Winona National Bank as escrow agent (the “Escrow Agent”).
GUARANTOR NAME AND ADDRESS LENDER NAME AND ADDRESS ALL AMERICAN CO-OP Winona National Bank Number 71490 PO BOX 125 204 Main St PO Box 499 Amount 2,040,000.00 STEWARTVILLE, MN 55976 Winona, MN 55987 Date 4/11/08Name and Address lender • April 25th, 2008 • Minnergy LLC • Industrial organic chemicals
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Lender (with its participants, successors and assigns), at its option, at any time or from time to time to make loans or extend other accommodations to or for the account of MinnErgy, LLC ______ (Borrower) or to engage in any other transactions with Borrower, the Guarantor hereby absolutely and unconditionally guarantees to the Lender the full and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of the debts, liabilities and obligations described as follows:
AGREEMENT FOR FIELD SERVICESMinnergy LLC • May 14th, 2007 • Minnesota
A corporation organized under and pursuant to the laws of the State of Minnesota. Thein Well Company, hereinafter “Contractor”.
