Exhibit 3.31
CREDITOR'S AGREEMENT
The Montana Department of Environmental Quality, through its Renewable
Alternative Energy Loan Program, is currently a creditor of Centennial Foods,
Inc. (CFI). DNRC awarded two loans to the Xxxxxxxxxx Company of Butte for
construction and upgrade of a commercial ethanol facility in Xxxxxx. The first
loan (REL85-4032) revised the terms of an existing DNRC loan made to Xxx Xxxxxxx
to accommodate Xxxxxxxxxx'x assumption of the debt. The second (REL86-4036)
provided for upgrades to the ethanol plant. The loans were secured with the
ethanol plant equipment and building. On December 31, 1990, CF1 assumed
Xxxxxxxxxx'x outstanding loan obligations to DNRC. On July 1, 1995, the
Renewable Alternative Energy Loan Program was transferred to the newly created
Department of Environmental Quality (Department).
The Department understands that CF1 has an asset purchase offer from Food
Extrusion, Inc. (FEI) to purchase the physical assets of CFI. The purchase offer
from FEI to CF1 anticipates a two-year schedule to complete the transaction and
provision of funds to distribute among CF1 creditors.
To enable CF1 to complete the Asset Purchase Agreement with FEI as described
above, the Department agrees to:
1. Waive all debt service and interest payments until the buy-out
transaction occurs between CFI and FIE.
2. Accept a loan buy-down of $30,886 to satisfy its current note and lien
position. Upon delivery of the $30,886, the Department will release all
security positions to CFI so that CF1 can convey clear title to its
assets to FEI.
The Department's obligations under this Creditor's Agreement are contingent upon
the following:
1. The buy-out transaction must occur and the loan buy-down payment of
$30,886 must be made to the Department on or before November 30, 1998.
2. CFI's other creditors including: Beaverhead County, Xxx Xxxxx, the
Montana Department of Commerce, Seafirst Bank, holders of Convertible
Note, Harrigton/Xxxxx, Rural Electrification Administration, and Idaho
Forest Industries all agree in writing to accept the distribution of
assets from CF1 shown under the 'Proposed Amount' column of Exhibit A
of this Agreement in full satisfaction of their creditors' claims
against CFI. By this reference Exhibit A is made a part of this
Agreement.
3. CFI preparing all of the necessary paperwork for release of the
security interest that the Department holds on the Ethanol equipment
and buildings.
Agreed to this 18th day of October 1996.
/s/
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Xxxx X. Xxxxxxxx, Director
Department of Environmental Quality
