NEGATIVE PLEDGE AGREEMENT
Exhibit 10.31
This indenture is made and entered into this 11th day of April 2008 by MinnErgy, LLC, Xxxxxx
X. Xxxxxx, Chairman of the Board (“Xxxxxxx”) and in favor of Winona National Bank (“Pledgee”).
RECITALS
A. Pledgee has made a loan to MinnErgy, LLC, which loan is evidenced by a promissory note
dated April 11, 2008 in the original principal amount of $2,040,000.00 (the “Note”).
X. Xxxxxxx has guaranteed payment and performance of the Note.
C. Pledgee, as a condition of making the loan evidenced by the Note has
Required that Xxxxxxx execute this Negative Pledge Agreement.
AGREEMENT
1. Pledgor hereby covenants and agrees not to create or permit to be created or remain and to
discharge promptly any lien, encumbrance, mortgage, security interest, pledge, hypothecation,
charge or claim of any party other than the parties to this agreement upon the following described
real estate situated in Xxxxxxxx County Minnesota:
SEE ATTACHED EXHIBIT “A”
2. Pledgor further covenants and agrees not to sell, assign or otherwise transfer the real
property described herein or any part thereof or any of Pledgor’s interest therein without the
prior written consent of the Pledgee.
3. This agreement shall remain in effect until the Note and any renewals, extensions,
amendments, modifications, replacements or substitutions thereof have been paid in full.
4. This agreement shall be binding upon and shall inure to the benefit of the parties and
their respective successors, assigns, personal representatives, heirs and devisees. Nothing in the
preceding sentence shall be construed to permit any assignment or other transfer by Pledgor
without the prior written consent of Pledgee.
| /s/ Xxxxxx X. Xxxxxx | ||||
| Xxxxxx X. Xxxxxx, Chairman of the Board | ||||
STATE OF MINNESOTA
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COUNTY OF WINONA
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The foregoing instrument was acknowledged before me this 11th day of April
2008, Xxxxxx X. Xxxxxx as Chariman of the Board, Pledgor.
[SEAL] XXXXXXXX X. XXXXXX Notary Public — Minnesota My Comm. Expires Jan 31, 2011 |
/s/ Xxxxxxxx X. Xxxxxx | |||
Notary Public, Winona County, MN
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Drafted By:
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Winona National Bank X.X. Xxx 000 Xxxxxx, XX 00000 |
LEGAL DESCRIPTION
PARCEL A:
That part of the NW 1/4 of Sec. 15, T106N, R12W, Olmsted County, Minnesota, described as follows:
Commencing at the SW corner of said NW 1/4; thence Easterly on a Minnesota State Plane Grid
Azimuth from North of 90°00’26” along the South line of said NW 1/4 1314.59 feet to the point of
beginning; thence continue Easterly 90’00’26” azimuth along said South line 270.07 feet; thence
Northerly 359°38’36” azimuth 785.85 feet; thence Easterly 86°44’39” azimuth 28.19 feet; thence
Northerly 01°14’28” azimuth 113.34 feet; thence Easterly 81°58’23” azimuth 46.98 feet; thence
Northerly 00°08’02” azimuth 449.92 feet; thence Westerly 269°40’29” azimuth 617.34 feet; thence
Southerly 180°08’36“azimuth 753.06 feet; thence Easterly 90°16’49” azimuth 268.02 feet; thence
Southerly 179°14’55” azimuth 599.37 feet to the point
of beginning.
Together with a 20.00 foot wide access easement for ingress and egress over part of the NE1/4
NW1/4 of said Sec. 15, and part of the SE1/4 SW1/4 of Sec. 10, T106N, R12W, Olmsted County,
Minnesota, which centerline is described as follows:
Commencing at the NW corner of said NW1/4; thence Easterly on a Minnesota State Plane Grid Azimuth
from North of 89°54’08” along the North line of said NW1/4 1673.02 feet; thence Northerly
359°55’12” azimuth 268.88 feet to the Southerly right-of-way line of 00xx Xxxxxx XX and the point
of beginning; thence Southerly 179°55’12” azimuth 268.88 feet to the North line of said NW1/4;
thence Southerly 180°20’47” azimuth 1284.13 feet to the North property line of said tract and there
terminating. Sidelines of said easement are to be lengthened or shortened to intersect with the
Southerly right-of-way line of 00xx Xxxxxx XX and the North property line of said tract. (Described
in Olmsted County real estate records as Parcel Number 62.15.24.073956).
PARCEL B:
Northwest Quarter of Section 15 (except Xxxx Xxxxx parcel described above), and except that part
sold to Xxxxxxxxx Railroad Company, and all that part of the Southwest Quarter, Section 10, South
of the Winona and St. Xxxxx Railroad; all in X000X, X00X, Xxxxxxx Xxxxxx, Xxxxxxxxx. (Described in
Olmsted County real estate records as Parcel Numbers 62.15.21.073955 and 62.10.33.032684)
