SECURITY AGREEMENTSecurity Agreement • June 13th, 2008 • Highwater Ethanol LLC • Industrial organic chemicals • Nebraska
This Security Agreement (“Agreement”), dated as of April 24, 2008, is between HIGHWATER ETHANOL, LLC, a Minnesota limited liability company (the “Debtor”), and FIRST NATIONAL BANK OF OMAHA, a national banking association (in its capacity as Collateral Agent for the Banks, the “Secured Party”), as Collateral Agent for the Banks.
FIRST AMENDED AND RESTATED VARIABLE RATE NOTEHighwater Ethanol LLC • February 3rd, 2011 • Industrial organic chemicals
This Note is executed and delivered pursuant to a Construction Loan Agreement among Borrower, the Administrative Agent, Collateral Agent and Banks dated as of April 24, 2008, (such Construction Loan Agreement, together with all amendments, modifications and supplements thereto and all restatements and replacements thereof is called the “Agreement”). All capitalized terms used and not otherwise defined in this Note shall have the meanings given to them in the Agreement.
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • January 28th, 2016 • Highwater Ethanol LLC • Industrial organic chemicals • Minnesota
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this "Security Agreement") is made as of January 22, 2016, by HIGHWATER ETHANOL, LLC, a Minnesota limited liability company ("Debtor"), in favor of AGSTAR FINANCIAL SERVICES, PCA, and its successors and assigns, as administrative agent (in such capacity, the "Secured Party") for the benefit of itself and the Banks (as defined in the Credit Agreement) in connection with that certain Second Amended and Restated Credit Agreement of even date herewith among the Debtor, the Secured Party, and the commercial, banking or financial institutions and other entities from time to time parties thereto as Banks (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"). This Security Agreement amends and restates that certain Security Agreement dated February 27, 2014 between the Debtor and Secured Party.
LUMP SUM DESIGN-BUILD AGREEMENT BETWEEN HIGHWATER ETHANOL, LLC (“OWNER”) AND FAGEN, INC. (“DESIGN-BUILDER”) September 28, 2006License Agreement • March 26th, 2007 • Highwater Ethanol LLC • Industrial organic chemicals • Minnesota
This LUMP SUM DESIGN-BUILD CONTRACT (the “Agreement”) is made as of September 28, 2006, (the “Effective Date”) by and between Highwater Ethanol, LLC a Minnesota limited liability company (the “Owner”) and Fagen, Inc., a Minnesota corporation (the “Design-Builder”) (each a “Party” and collectively, the “Parties”).
SECOND AMENDED AND RESTATED MEMBER CONTROL AGREEMENT OF HIGHWATER ETHANOL, LLC Dated: Effective March 4, 2011.Member Control Agreement • March 22nd, 2011 • Highwater Ethanol LLC • Industrial organic chemicals • Minnesota
THIS SECOND AMENDED AND RESTATED MEMBER CONTROL AGREEMENT (the “Agreement”) is entered into effective as of the 4th of March, 2011, by and among Highwater Ethanol, 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.
MEMBER AMENDED AND RESTATED ETHANOL MARKETING AGREEMENTEthanol Marketing Agreement • September 14th, 2012 • Highwater Ethanol LLC • Industrial organic chemicals • Minnesota
THIS AGREEMENT, entered into as of this 27th day of August, 2012, and effective as of October 1, 2012 ("Effective Date") by and between RPMG, Inc., a Minnesota corporation ("RPMG"); and Highwater Ethanol, LLC, a Minnesota limited liability company ("Member").
CONSTRUCTION LOAN AGREEMENTConstruction Loan Agreement • June 13th, 2008 • Highwater Ethanol LLC • Industrial organic chemicals • Nebraska
This Construction Loan Agreement (the “AGREEMENT”) is dated as of the 24th day of April, 2008, and is by and among HIGHWATER ETHANOL, LLC, a Minnesota limited liability company (“BORROWER”), FIRST NATIONAL BANK OF OMAHA (“FNBO”), a national banking association headquartered at Omaha, Nebraska as a BANK and as administrative agent for the BANKS (in such capacity, the “ADMINISTRATIVE AGENT”), and as collateral agent for the BANKS (in such capacity, the “COLLATERAL AGENT”), and the other financial institutions which are or may become a party to this AGREEMENT in accordance with the terms of this AGREEMENT and listed in Exhibit H to this AGREEMENT.
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 28th, 2016 • Highwater Ethanol LLC • Industrial organic chemicals • Minnesota
THIS SECOND AMENDED AND RESATED CREDIT AGREEMENT, is entered into as of January 22, 2016, by and among HIGHWATER ETHANOL, LLC, a Minnesota limited liability company ("Borrower"), AGSTAR FINANCIAL SERVICES, PCA, an United States instrumentality, as administrative agent (the "Agent"), and the commercial, banking or financial institutions whose signatures appear on the signature pages hereof or which hereafter become parties hereto pursuant to Section 8.12 (such commercial, banking or financial institutions are sometimes hereinafter collectively the "Banks" and individually a "Bank").
FIRST AMENDED AND RESTATED LONG TERM REVOLVING NOTELong Term Revolving Note • February 3rd, 2011 • Highwater Ethanol LLC • Industrial organic chemicals
This Note is executed and delivered pursuant to a Construction Loan Agreement among Borrower, the Administrative Agent, Collateral Agent and Banks dated as of April 24, 2008, (such Construction Loan Agreement, together with all amendments, modifications and supplements thereto and all restatements and replacements thereof is called the “Agreement”). All capitalized terms used and not otherwise defined in this Note shall have the meanings given to them in the Agreement.
THIRD AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • June 7th, 2018 • Highwater Ethanol LLC • Industrial organic chemicals • Minnesota
THIS THIRD AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) is entered into effective as of the 8th day of March 2018 (the “Effective Date”), by and among Highwater Ethanol, 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 1.11.
AMENDED AND RESTATED REVOLVING LINE OF CREDIT NOTECredit Note • January 28th, 2015 • Highwater Ethanol LLC • Industrial organic chemicals
This Revolving Line of Credit Note is one of the Revolving Line of Credit Notes evidencing the Revolving Line of Credit Loan referred to in that certain Credit Agreement dated February 27, 2014, which has been amended and restated under that certain Amended and Restated Credit Agreement of even date herewith, among the Borrower, the Bank and the other commercial, banking or financial institutions from time to time parties thereto, and AgStar Financial Services, PCA, as Administrative Agent (the "Agent") (such agreement, as amended and restated, the "Credit Agreement").
AMENDED AND RESTATED TERM REVOLVING NOTETerm Revolving Note • January 28th, 2015 • Highwater Ethanol LLC • Industrial organic chemicals
This Term Revolving Note is one of the Term Revolving Notes evidencing the Term Revolving Loan referred to in that certain Credit Agreement dated February 27, 2014, which has been amended and restated under that certain Amended and Restated Credit Agreement of even date herewith, among the Borrower, the Bank and the other commercial, banking or financial institutions from time to time parties thereto, and AgStar Financial Services, PCA, as Administrative Agent (the "Agent") (such agreement, as amended and restated, the "Credit Agreement").
TERM NOTETerm Note • March 5th, 2014 • Highwater Ethanol LLC • Industrial organic chemicals
This Term Note is one of the Term Notes evidencing the Term Loan referred to in that certain Credit Agreement of even date herewith, among the Borrower, the Bank and the other commercial, banking or financial institutions from time to time parties thereto, and AgStar Financial Services, PCA, as Administrative Agent (the “Agent”) (such agreement, as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
DISTILLERS GRAINS MARKETING AGREEMENTDistillers Grains Marketing Agreement • August 30th, 2022 • Highwater Ethanol LLC • Industrial organic chemicals • Minnesota
THIS DISTILLERS GRAINS MARKETING AGREEMENT (the “Agreement”) is made and entered into effective as of the August 26, 2022 (the “Effective Date”), by and between RPMG, INC., a Minnesota corporation (“RPMG”) and Highwater Ethanol, LLC, a Minnesota limited liability company (“Producer”), collectively referred to hereinafter as “Parties” or individually as a “Party”.
DISTILLER’S GRAIN MARKETING AGREEMENT’s Grain Marketing Agreement • January 29th, 2008 • Highwater Ethanol LLC • Industrial organic chemicals • Minnesota
THIS DISTILLER’S GRAIN MARKETING AGREEMENT (the “Agreement”), is entered into effective as of 10-11 , 2007, by Highwater Ethanol LLC, a Minnesota Limited Liability Corporation (“Seller”) and CHS, A Minnesota Cooperative Corporation (“Buyer”).
FIRST AMENDED AND RESTATED LONG TERM REVOLVING NOTEHighwater Ethanol LLC • February 3rd, 2011 • Industrial organic chemicals
This Note is executed and delivered pursuant to a Construction Loan Agreement among Borrower, the Administrative Agent, Collateral Agent and Banks dated as of April 24, 2008, (such Construction Loan Agreement, together with all amendments, modifications and supplements thereto and all restatements and replacements thereof is called the “Agreement”). All capitalized terms used and not otherwise defined in this Note shall have the meanings given to them in the Agreement.
TERM REVOLVING NOTETerm Revolving Note • March 5th, 2014 • Highwater Ethanol LLC • Industrial organic chemicals
This Term Revolving Note is one of the Term Revolving Notes evidencing the Term Revolving Loan referred to in that certain Credit Agreement of even date herewith, among the Borrower, the Bank and the other commercial, banking or financial institutions from time to time parties thereto, and AgStar Financial Services, PCA, as Administrative Agent (the “Agent”) (such agreement, as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
SECOND AMENDED AND RESTATED TERM NOTETerm Note • January 28th, 2016 • Highwater Ethanol LLC • Industrial organic chemicals
This Term Note is one of the Term Notes evidencing the Term Loan referred to in that certain Second Amended and Restated Credit Agreement dated January 22, 2016 (the "Credit Agreement"), among the Borrower, the Banks, and AgStar Financial Services, PCA, as Administrative Agent (the "Agent").
EMPLOYMENT AGREEMENT (CEO)Employment Agreement • February 28th, 2014 • Highwater Ethanol LLC • Industrial organic chemicals • Minnesota
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of the _______ day of _____________ 2014 (“Effective Date”), by and between HIGHWATER ETHANOL, LLC, LAMBERTON, MINNESOTA (hereinafter referred to as “Employer”) and BRIAN KLETSCHER, (hereinafter referred to as “Employee”).
CONSTRUCTION NOTEConstruction Note • June 13th, 2008 • Highwater Ethanol LLC • Industrial organic chemicals
This CONSTRUCTION NOTE is executed pursuant to a Construction Loan Agreement (“LOAN AGREEMENT”) between BORROWER and BANKS dated of even date herewith. All capitalized terms not otherwise defined in this CONSTRUCTION NOTE shall have the meanings provided in the LOAN AGREEMENT.
PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT BETWEEN HIGHWATER ETHANOL, LLC AND FAGEN ENGINEERING, LLC July 20, 2006Engineering Services Agreement • December 22nd, 2006 • Highwater Ethanol LLC • Industrial organic chemicals • Minnesota
THIS PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT (the “Agreement”) is made as of July 20, 2006, (the “Effective Date”) by and between Highwater Ethanol, 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.”
AMENDED AND RESTATED TERM NOTETerm Note • January 28th, 2015 • Highwater Ethanol LLC • Industrial organic chemicals
This Term Note is one of the Term Notes evidencing the Term Loan referred to in that certain Credit Agreement dated February 27, 2014, which has been amended and restated under that certain Amended and Restated Credit Agreement of even date herewith, among the Borrower, the Bank and the other commercial, banking or financial institutions from time to time parties thereto, and AgStar Financial Services, PCA, as Administrative Agent (the "Agent") (such agreement, as amended and restated, the "Credit Agreement").
SECURITY AGREEMENTSecurity Agreement • May 22nd, 2014 • Highwater Ethanol LLC • Industrial organic chemicals • Minnesota
This Security Agreement (the "Security Agreement") is entered into this 26th day of September, 2013, by and between Highwater Ethanol LLC, a Minnesota limited liability company located at 24500 U.S. 14, Lamberton, MN ("Highwater"), and Butamax Advanced Biofuels LLC, a Delaware limited liability company located at Bldg 356, DuPont Experimental Station, Wilmington, DE 19880 ("Butamax"), as an inducement to enter into (a) a Construction Easement and Process Validation Agreement (the "Construction Agreement"), an Equipment Lease (the "Equipment Lease"), a Technology Demonstration Risk Reduction Agreement (the “Risk Reduction Agreement”), and a Technology License Agreement (the "License Agreement") (collectively the “Butamax Agreements”) entered into simultaneously with this Security Agreement, and (b) any agreement for a convertible debt instrument (the "Convertible Loan Agreement") that Butamax and Highwater may hereafter enter into (if a Convertible Loan Agreement is entered into, such C
REVOLVING LINE OF CREDIT NOTEHighwater Ethanol LLC • March 5th, 2014 • Industrial organic chemicals
This Revolving Line of Credit Note is one of the Revolving Line of Credit Notes evidencing the Revolving Line of Credit Loan referred to in that certain Credit Agreement of even date herewith, among the Borrower, the Bank and the other commercial, banking or financial institutions from time to time parties thereto, and AgStar Financial Services, PCA, as Administrative Agent (the “Agent”) (such agreement, as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
Easement for Construction and Process Demonstration AgreementDemonstration Agreement • May 22nd, 2014 • Highwater Ethanol LLC • Industrial organic chemicals • Minnesota
This Easement for Construction and Process Demonstration Agreement (this "Agreement") is made this 26th day of September, 2013 (the “Effective Date”) by and between Butamax Advanced Biofuels LLC, a Delaware limited liability company located at Bldg 356, DuPont Experimental Station, Wilmington, DE ("Butamax"), and Highwater Ethanol LLC, a Minnesota limited liability company located at 24500 U.S. 14, Lamberton, MN ("Highwater"). Party shall refer to Butamax or Highwater and Parties shall refer to both Butamax and Highwater.
CONSTRUCTION NOTEConstruction Note • June 13th, 2008 • Highwater Ethanol LLC • Industrial organic chemicals
This CONSTRUCTION NOTE is executed pursuant to a Construction Loan Agreement (“LOAN AGREEMENT”) between BORROWER and BANKS dated of even date herewith. All capitalized terms not otherwise defined in this CONSTRUCTION NOTE shall have the meanings provided in the LOAN AGREEMENT.
Equipment Lease AgreementEquipment Lease Agreement • May 22nd, 2014 • Highwater Ethanol LLC • Industrial organic chemicals • Minnesota
This Equipment Lease Agreement (this "Lease") is made this 26th day of September, 2013 (“Effective Date”) by and between Butamax Advanced Biofuels LLC, a Delaware limited liability company located at Bldg 356, DuPont Experimental Station, Wilmington, DE ("Butamax"), and Highwater Ethanol LLC, a Minnesota limited liability company located at 24500 U.S. 14, Lamberton, MN ("Highwater"). As used herein, the term "Party" shall refer to Butamax or Highwater and "Parties" shall refer to both Butamax and Highwater.
DISTILLERS CRUDE CORN OIL MARKETING AGREEMENTMarketing Agreement • May 22nd, 2014 • Highwater Ethanol LLC • Industrial organic chemicals • Minnesota
This Distillers Crude Corn Oil Marketing Agreement is made as of November 4, 2013 (the "Effective Date") by and between CHS Inc., a Minnesota cooperative corporation ("Marketer"), and Highwater Ethanol LLC, a Minnesota Limited Liability Corperation ("Producer").
CONTINUOUS SERVICES AGREEMENT FOR ENGINEERING SERVICESContinuous Services Agreement • December 22nd, 2006 • Highwater Ethanol LLC • Industrial organic chemicals • Missouri
THIS CONTINUOUS SERVICES AGREEMENT is made this 25th day of April, 2006, between Highwater Ethanol (“OWNER”) and TranSystems Corporation (“TRANSYSTEMS”).
MEMBER ETHANOL FUEL MARKETING AGREEMENTMember Ethanol Fuel Marketing Agreement • February 3rd, 2011 • Highwater Ethanol LLC • Industrial organic chemicals • Minnesota
THIS AGREEMENT, entered into as of this 1st day of February, 2011, (“Effective Date”) by and between RPMG, Inc., a Minnesota corporation, hereinafter referred to as “RPMG”); and Highwater Ethanol, LLC, a Minnesota limited liability company, hereinafter referred to as (“Member”).
VARIABLE RATE NOTEHighwater Ethanol LLC • March 17th, 2010 • Industrial organic chemicals
This VARIABLE RATE NOTE is executed pursuant to a Construction Loan Agreement between BORROWER and BANK dated as of April 24, 2008, (the Construction Loan Agreement, together with all amendments, modifications and supplements thereto and all restatements and replacements thereof is called the “AGREEMENT”). All capitalized terms not otherwise defined in this note shall have the meanings provided in the AGREEMENT.
SECOND AMENDED AND RESTATED TERM REVOLVING NOTETerm Revolving Note • January 28th, 2016 • Highwater Ethanol LLC • Industrial organic chemicals
This Term Revolving Note is one of the Term Revolving Notes evidencing the Term Revolving Loan referred to in that certain Second Amended and Restated Credit Agreement dated January 22, 2016 (the "Credit Agreement"), among the Borrower, the Banks, and AgStar Financial Services, PCA, as Administrative Agent (the "Agent").
ESCROW AGREEMENTEscrow Agreement • February 7th, 2007 • Highwater Ethanol LLC • Industrial organic chemicals • Minnesota
THIS ESCROW AGREEMENT (this “Agreement”) is made this day of , 200 , by and between Highwater Ethanol, LLC a Minnesota limited liability company (“Highwater Ethanol”) and Minnwest Bank of Redwood Falls, Minnesota as escrow agent (the “Escrow Agent”).
ENERGY MANAGEMENT AGREEMENT (Site Development and Operations)Energy Management Agreement • September 20th, 2006 • Highwater Ethanol LLC • Minnesota
The purpose of this Agreement is to set forth the understanding and agreement between U.S. Energy Services, Inc. (“U.S. Energy”) and Highwater Ethanol, LLC (“Client”) related to the provision of energy management services.
FIFTH AMENDMENT TO LUMP SUM DESIGN-BUILD AGREEMENT BETWEEN HIGHWATER ETHANOL, LLC AND FAGEN, INC. RECITALSDesign-Build Agreement • March 17th, 2008 • Highwater Ethanol LLC • Industrial organic chemicals
