LIMITED GUARANTY
Exhibit
10.7
This
LIMITED GUARANTY (this “Limited Guaranty”), dated
as of December 3, 2018, is made by AEMETIS PROPERTY XXXXX, INC.
(the “Guarantor”), in favor of
THIRD EYE CAPITAL CORPORATION, as administrative agent and
collateral agent for and on behalf of the Noteholders (as defined
in the Note Purchase Agreement referred to below) (in such
aforesaid capacities, or any successor or assign in such
capacities, the “Agent”).
PRELIMINARY STATEMENTS:
(1) Goodland
Advanced Fuels, Inc., a Delaware corporation (the
“Borrower”), the
Noteholders from time to time party thereto, and the Agent have
entered into that certain Note Purchase Agreement dated as of June
30, 2017 (as amended by the Amendment No. 1 to Note Purchase
Agreement dated June 28, 2018, the Amendment No. 2 to Note Purchase
Agreement dated as of December 3, 2018 (“Second Amendment”) and as
may be further amended, varied, supplemented, restated, renewed or
replaced at any time and from time to time, the “Note Purchase
Agreement”).
(2) Pursuant
to the Note Purchase Agreement, the Noteholders have agreed to make
Loans from time to time to the Borrower, upon the terms and subject
to the conditions set forth therein.
(3) The
Borrower and Guarantor have entered into a separate Intercompany
Revolving Promissory Note dated as of the date hereof (as amended,
varied, supplemented, restated, renewed or replaced at any time and
from time to time, the “Buyer Intercompany
Revolving Note”, together
with the AAPK Intercompany Note and the Parent Intercompany Note,
the “Intercompany Revolving
Notes”) pursuant to which
the Borrower may, from time to time, lend a portion of the proceeds
of the CO2 Term Loan incurred under the Note Purchase Agreement to
Guarantor.
(4) This
Limited Guaranty is secured by a first priority lien pursuant to
(i) that certain Deed of Trust, Security Agreement and Fixture
Filing with Assignment of Leases and Rents to Secure Guaranty dated
as of the date hereof by the Borrower for the benefit of the Agent
with respect to certain real property located in the County of
Stanislaus, State of California (as amended, varied, supplemented,
restated, renewed or replaced at any time and from time to time,
the “Deed of
Trust”), and (ii) that
certain General Security Agreement entered into by
Guarantor.
(5) Pursuant
to the Second Amendment, the Noteholders and the Agent agreed to
increase the Term Loan Commitment by an amount equal to $3,500,000,
being the CO2 Term Loan amount, and the Borrower agreed to issue
Term Notes evidencing such CO2 Term Loan amount to the Noteholders
in order to advance funds to the Borrower in order to permit the
Borrower to complete the CO2 Transaction (as defined in the Second
Amendment) in accordance with the terms and conditions set forth in
the Second Amendment. In connection therewith, Guarantor agreed to
enter into this Limited Guaranty, thereby guaranteeing the
obligations of the Borrower with respect to the Guaranteed
Obligations (as defined below), in addition to and not in
derogation of, their other obligations herein and in the Note
Purchase Documents.
(6) Prior
to the Aemetis Option Exercise Date, this Limited Guaranty
guarantees the Guaranteed Obligations in an amount not to exceed
the Guaranty Limit. On and after the Aemetis Option Exercise Date,
this Limited Guaranty shall guarantee the Guaranteed Obligations
without giving effect to the Guaranty Limit.
(7) It
is a condition precedent to the obligation of the Noteholders to
make Loans under the Note Purchase Agreement that the Guarantor
shall have executed and delivered this Limited Guaranty to the
Agent, for the benefit of the Agent, the Noteholders from time to
time party to the Note Purchase Agreement and any other holder of
any Note Indebtedness (collectively with the Agent and the
Noteholders, the “Secured
Parties”).
(8) The
Guarantor will derive substantial direct and indirect benefit from
the transactions contemplated by the Note Purchase Agreement,
including without limiting the generality of the foregoing, with
respect to the transactions contemplated by the Second
Amendment.
1.
DEFINITIONS. Capitalized terms
used but not otherwise defined herein shall have the meanings
assigned to them in the Note Purchase Agreement. In addition, when
used herein:
“Aemetis Option Exercise
Date” shall mean the date upon which the Aemetis
Option is exercised in accordance with its terms.
“Guaranty Limit” shall
mean an amount equal to the sum of: (a) the aggregate amount of
Note Indebtedness advanced by the Borrower to each Guarantor under
and in accordance with the Intercompany Revolving Notes
(irrespective of which Guarantor is the obligor under any
particular Intercompany Revolving Note); (b) the aggregate amount
of Note Indebtedness with respect to the Subsequent Term Loan; (c)
the aggregate amount of Note Indebtedness with respect to the CO2
Term Loan; and (d) the obligations of the Guarantor under
Section 4.12
hereof.
2.
THE GUARANTY.
2.1
Limited Guaranty of
Guaranteed Obligations. The Guarantor unconditionally
guarantees to the Agent, on behalf of the Secured Parties, and
their respective successors, endorsees, transferees and assigns,
the prompt payment and performance of all Note Indebtedness,
whether such obligations constitute principal, interest, expenses,
indemnification expenses or other obligations (collectively, the
“Guaranteed
Obligations”); provided that prior to the
Aemetis Option Exercise Date, the aggregate obligations and
liabilities of the Guarantor hereunder shall not at any time or in
any event or circumstance exceed the Guaranty Limit and,
provided,
further, that on
and after the Aemetis Option Exercise Date, this Limited Guaranty
will no longer give effect to and shall be construed as excluding
the term “Guaranty Limit”. All payments under this
Limited Guaranty shall be made in United States Dollars in
immediately available funds within five (5) Business Days after the
Agent’s demand therefor.
2.2 Guarantee
Absolute. The Guarantor
guarantees that the Guaranteed Obligations will be paid strictly in
accordance with their terms regardless of any law, regulation or
order now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of the Agent and/or Secured Parties
with respect thereto. The liability of the Guarantor hereunder
shall be primary, absolute and unconditional irrespective
of:
(a) any
lack of validity or enforceability of the Note Indebtedness
or the Guaranteed Obligations or any
agreement or instrument relating thereto;
(b) any
change in the time, manner or place of the payment of, or in any
other term of, all or any of the Note Indebtedness
or the Guaranteed Obligations, or any
amendment or modification of or any consent to departure from this
Limited Guaranty or any other Note Purchase
Document;
(c) any
exchange, release, unopposability or nonperfection of any
Collateral or any release or amendment to, waiver of, or consent to
departure from, or any guarantee for, all or any part of the Note
Indebtedness or the Guaranteed Obligations;
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(d) any
whole or partial termination of this Limited Guaranty;
or
(e) any
other circumstance which might otherwise constitute a defense
available to, or a discharge of, any Obligor in respect of
the Note Indebtedness.
2.3 Consents,
Waivers and Renewals. The Guarantor hereby renounces the
benefits of division and discussion. The Guarantor hereby waives
promptness, diligence, notice of the acceptance hereof, notice of
intent to accelerate and notice of acceleration and any other
notice with respect to any of the Note Indebtedness or the
Guaranteed Obligations, this Limited
Guaranty or the other Note Purchase Documents and any
requirement that the Agent and/or Secured Parties protect, secure,
perfect, render opposable or insure any Agent’s Lien or Lien
on any Property subject thereto or exhaust any right or take any
action against any other Person or any Collateral before proceeding
hereunder. The Guarantor agrees that the Agent and/or Secured
Parties may at any time and from time to time, either before or
after the maturity of the Note Indebtedness, without notice to or
further consent of the Guarantor or any other Person extend the
time of payment of, exchange or surrender any Collateral for, or
renew any of the Note Indebtedness or the Guaranteed Obligations,
and may also make any agreements with any other party to or Person
liable on any of the Note Indebtedness, or interested therein, for
the extension, renewal, payment, compromise, discharge, or release
thereof, in whole or in part, or for any modification of the terms
thereof or of any agreement between the Agent and/or any
Noteholders and the Borrower or any such other party or Person,
without in any way impairing or affecting this Limited Guaranty.
The Guarantor agrees to make payment to the Agent, for the ratable
benefit of the Secured Parties, of any of the Note Indebtedness and
the Guaranteed Obligations whether or not the Agent and/or any
Secured Parties shall have resorted to any collateral security, or
shall have proceeded against any other obligor principally or
secondarily obligated with respect to any of the Note Indebtedness
or the Guaranteed Obligations. Guarantor hereby irrevocably
renounces every right it may acquire to be released from its
guarantee pursuant to applicable law. At the request of the Agent
or any Secured Party, made at any time, the Guarantor shall renew
the Limited Guaranty hereunder by executing such documents for this
purpose as may be reasonably requested by the Agent.
2.4 Reinstatement.
If at any time any payment in respect of any of the Guaranteed
Obligations is rescinded or must otherwise be returned for any
reason whatsoever, in whole or in part, the Guarantor’s
obligations hereunder shall (x) revive and remain in full force and
effect or (y) be reinstated (as the case may be) with respect to
such Guaranteed Obligations, in any case, subject to the Guaranty
Limit.
2.5 Payments.
All payments made by, or on behalf of, the Guarantor hereunder will
be made without setoff, counterclaim or other defense.
2.6 Subrogation.
The Guarantor shall not exercise any rights which it may acquire by
way of subrogation under this Limited Guaranty or the other Note
Purchase Documents, by any payment made hereunder or otherwise,
until all the Note Indebtedness and the Guaranteed Obligations
shall have been paid in full. If any amount shall be paid to the
Borrower on account of such subrogation rights in violation of the
foregoing restriction, such amount shall be held in trust and as
mandatary for the benefit of the Agent (for itself and the other
Secured Parties) and shall forthwith be paid to the Agent (for
itself and the other Secured Parties) to be credited and applied to
the Note Indebtedness, whether matured or unmatured.
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2.7 Postponement
and Subordination. Guarantor hereby postpones any right of
enforcement, remedy and action and subordinate any claims,
including any right of payment, subrogation, contribution and
indemnity that they may have at any time against any Obligor or any
other guarantor, howsoever arising, to irrevocable payment in full
of the Note Indebtedness. Any such claims (whether secured or
unsecured) and any such remedial rights are hereby assigned or
hypothecated to Agent and the Secured Parties (and shall be
assigned or hypothecated pursuant to documentation satisfactory to
Agent), and any such claims owing and paid to the Guarantor in
contravention of the terms of this Limited Guaranty shall be received and held
by the Guarantor in trust and as agent and mandatary for the
benefit of Agent and the Secured Parties and the proceeds thereof
shall forthwith be paid over to Agent to be credited and applied to
the Note Indebtedness, whether matured or unmatured, in accordance
with the terms of this Limited
Guaranty. In furtherance of the foregoing, any and all Liens
held by the Guarantor shall for all purposes be, and at all times
remain, inferior, junior and subordinate to the Liens from time to
time held by the Agent under the Security Documents; without
limiting the generality of the foregoing, the foregoing priority
shall prevail in all circumstances and irrespective of: (i) the
priorities otherwise accorded to any such Liens by any applicable
law; (ii) the time or order of the creation, granting, execution or
delivery of the Note Indebtedness, the Note Purchase Documents or
any other deed, document, instrument, act or notice; (iii) the time
or order of the attachment or perfection or setting-up of the
security interests and hypothecs constituted by any such Liens;
(iv) the time or order of registration, notification or publication
of any such Liens or the filing of financing statements or other
instruments and documents with respect thereto; (v) the time of the
making of advances and other credits under the Note Indebtedness;
or (vi) the giving of, or the failure to give, any notice to the
Guarantor or the time of giving of any such notice; in addition,
the Guarantor hereby cedes priority of rank and payment to the
Agent and the Secured Parties in all respects to the extent
necessary to give full effect to the foregoing.
2.8 Waivers.
In addition to the waivers contained in Section 2.3 hereof, the
Guarantor waives, and agree to the fullest extent permitted by law
that they shall not at any time insist upon, plead or in any manner
whatever claim or take the benefit or advantage of, any appraisal,
valuation, stay, extension, marshaling of assets or redemption
laws, or exemption, whether now or at any time hereafter in force,
which may delay, prevent or otherwise affect the performance by the
Guarantor of the Guaranteed Obligations hereunder (subject to the
Guaranty Limit) or the enforcement by the Agent of, this Limited
Guaranty. The Guarantor hereby waives, to the fullest extent
permitted by law, diligence, presentment and demand (whether for
the benefit of any statute of limitations affecting
Guarantor’s liability hereunder or the enforcement hereof,
non-payment or protest or of acceptance, extension of time, change
in nature or form of the Guaranteed Obligations, acceptance of
further security, release of further security, composition or
agreement arrived at as to the amount of, or the terms of, the
Guaranteed Obligations, notice of adverse change in the
Borrower’s financial condition or any other fact which might
increase the risk to the Guarantor) with respect to any of the
Guaranteed Obligations or all other demands whatsoever and waives,
to the fullest extent permitted by law, the benefit of all
provisions of law which are or might be in conflict with the terms
of this Limited Guaranty.
2.9 Limited
Guaranty Secured by Real Property. This Limited Guaranty is
secured by real property.
3.
REPRESENTATIONS AND
WARRANTIES.
3.1 To
induce the Agent and the other Secured Parties to enter into the
transactions contemplated by the Note Purchase Documents, Guarantor
makes the following representations and warranties to the Agent and
each Secured Party, each and all of which shall survive the
execution and delivery of this Limited Guaranty: Guarantor (i) has
relied exclusively on Guarantor’s own independent
investigation of the Borrower for Guarantor’s decision to
guarantee the Guaranteed Obligations now existing or thereafter
arising (subject to the Guaranty Limit), (ii) has sufficient
knowledge of the Borrower to make an informed decision about this
Limited Guaranty, and neither the Agent nor any other Secured Party
has any duty or obligation to disclose any information in its
possession or control about the Borrower to Guarantor, and (iii)
has adequate means to obtain from the Borrower on a continuing
basis information concerning the financial condition of the
Borrower and is not relying on the Agent or any other Secured Party
to provide such information either now or in the
future.
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3.2 In
addition, Guarantor represents and warrants to the Agent and the
Secured Parties as follows:
(a) Guarantor
has had the opportunity to discuss the terms and conditions of the
Note Purchase Documents and the Aemetis Option with its own counsel
and has relied on such counsel’s advice with respect to the
Note Purchase Documents and the Aemetis Option in conjunction with
the execution of this Limited Guaranty.
(b)
Guarantor makes the additional representations and warranties set
forth on Exhibit A
hereto.
4.
OTHER TERMS.
4.1 Covenants.
(a) Guarantor
makes the covenants set forth on Exhibit B hereto.
(b) [Reserved].
4.2 Amendments.
This Limited Guaranty may not be amended or modified except by the
written agreement of the Guarantor and the Agent.
4.3 Waiver.
No waiver of any provision of this Limited Guaranty, and no consent
to any departure by the Guarantor herefrom, shall in any event be
effective unless the same shall be in writing and signed by the
Agent, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.
No failure on the part of the Agent or any other Secured Party to
exercise, and no delay in exercising any right hereunder, shall
operate as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right.
4.4 Notices.
All notices, requests and demands and other communications to or
upon the Agent or any Obligor hereunder shall be effected in the
manner provided for in Section 8.2 of the Note
Purchase Agreement; provided that any notice, request, demand or
other communication to the Guarantor shall be addressed to the
Guarantor at its address on the signature page to this Limited Guaranty. Notices sent by hand or
overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices
sent by facsimile shall be deemed to have been given when sent
(except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of
business on the next Business Day for the recipient).
4.5 Severability.
Any provision of this Limited Guaranty
which is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
4.6 Section
Headings. The Section headings
used in this Limited Guaranty are for convenience of reference only
and are not to affect the construction hereof or be taken into
consideration in the interpretation hereof.
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4.7 Counterparts.
This Limited Guaranty may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page of this
document by facsimile or other electronic means shall be effective
as delivery of a manually executed counterpart of this Limited
Guaranty.
4.8 Submission
to Jurisdiction; Waivers.
(a) Jurisdiction.
GUARANTOR IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT
COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR
DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN
TORT OR OTHERWISE, AGAINST ANY SECURED PARTY OR ANY RELATED PARTY
OF ANY SECURED PARTY IN ANY WAY RELATING TO THIS LIMITED GUARANTY
OR ANY OTHER NOTE PURCHASE DOCUMENT OR THE TRANSACTIONS RELATING
HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE
OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES
DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY
APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH
COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION,
LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW
YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT
A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL
BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON
THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN
THIS LIMITED GUARANTY OR IN ANY OTHER NOTE PURCHASE DOCUMENT SHALL
AFFECT ANY RIGHT THAT ANY SECURED PARTY MAY OTHERWISE HAVE TO BRING
ANY ACTION OR PROCEEDING RELATING TO THIS LIMITED GUARANTY OR ANY
OTHER NOTE PURCHASE DOCUMENT AGAINST THE PLEDGOR OR ANY OTHER
OBLIGOR OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.
(b) Waiver
of Venue. Guarantor irrevocably
and unconditionally waives, to the fullest extent permitted by
applicable law, any objection that it may now or hereafter have to
the laying of venue of any action or proceeding arising out of or
relating to this Limited Guaranty in any court referred to in
paragraph (a) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by applicable
law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.
(c) Service
of Process. Each party
irrevocably consents to service of process in the manner provided
for notices in Section
4.4. Nothing in this Limited
Guaranty will affect the right of any party hereto to serve process
in any other manner permitted by applicable
law.
(d) Waiver.
Guarantor hereby waives, to the maximum extent not prohibited by
law, any right it may have to claim or recover in any legal action
or proceeding referred to in this Section any special, exemplary
punitive or consequential damages.
4.9 Governing
Law. THIS LIMITED GUARANTY AND
THE RIGHTS AND OBLIGATIONS HEREUNDER OF THE GUARANTOR, THE BORROWER
AND THE SECURED PARTIES AND ANY CLAIMS, CONTROVERSY, DISPUTE OR
CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED
UPON, ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTY AND THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.
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4.10 WAIVER
OF JURY TRIAL. EACH PARTY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
LIMITED GUARANTY OR ANY
TRANSACTION CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY SECURED PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH SECURED PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT THE SECURED PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS
LIMITED GUARANTY BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.
4.11 Assignment.
This Limited Guaranty shall be binding on, and shall inure to the
benefit of the Guarantor, the Agent, each Secured Party and their
respective successors and assigns; provided that the Guarantor may
not assign or transfer its rights or obligations under this Limited
Guaranty without the written consent of the Agent.
4.12 Indemnity
and Expenses. (a) The Guarantor
agrees to indemnify the Agent, each Noteholder and each Related
Party of any of the foregoing Persons (each such Person being
called an “Indemnitee”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and
related costs and expenses (including the fees, charges and
disbursements of any counsel for any Indemnitee), incurred by any
Indemnitee or asserted against any Indemnitee by any Person
(including an Obligor) arising out of, in connection with, or as a
result of (i) the execution or delivery of this Limited Guaranty,
any other Note Purchase Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties
hereto of their respective obligations hereunder or thereunder or
the consummation of the transactions contemplated hereby or
thereby, (ii) the use or proposed use of the proceeds therefrom, or
(iii) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third
party or by any Obligor; provided that such indemnity shall not, as
to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses (x) are determined
by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee or (y) result from a claim brought by
any Obligor against an Indemnitee for a material breach in bad
faith of such Indemnitee’s obligations hereunder or under any
other Note Purchase Document, if any such Obligor has obtained a
final and nonappealable judgment in its favor on such claim as
determined by a court of competent
jurisdiction.
(b) The
Guarantor shall not, without the prior written consent of the
applicable Indemnitee(s), effect any settlement of any pending or
threatened claim, litigation, investigation or proceeding in
respect of which such Indemnitee is a party and indemnity could
have been sought hereunder by such Indemnitee, unless such
settlement (i) includes an unconditional release of such Indemnitee
from all liability or claims that are the subject matter of such
proceeding and (ii) does not include a statement as to or an
admission of fault, culpability, or a failure to act by or on
behalf of such Indemnitee.
(c) The
Guarantor will upon demand pay to the Agent the amount of any and
all expenses, including, without limitation, the fees and expenses
of its counsel and of any experts and agents, that the Agent or any
Secured Party may incur in connection with (i) the exercise or
enforcement of any of the rights of the Agent or the other Secured
Parties hereunder or (ii) the failure by the Guarantor to perform
or observe any of the provisions hereof.
(d) The
agreements in this Section
4.12 shall survive repayment of the Note Indebtedness and
all other amounts payable under the Note Purchase Agreement and the
other Note Purchase Documents.
[SIGNATURE PAGE
FOLLOWS]
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IN
WITNESS WHEREOF, the parties hereto have executed and delivered
this Limited Guaranty as of the date first above
written.
AEMETIS
PROPERTY XXXXX, INC., as a Guarantor
By:
s/ Xxxx
X.
XxXxxx
Name:
Xxxx XxXxxx
Title:
CEO
Address for Notices to
Guarantor:
00000
Xxxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX
00000
Attention:
Chief Executive Officer
Telephone: 000-000-0000
Facsimile: 000-000-0000
THIRD
EYE CAPITAL CORPORATION, as the Agent
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title:
Managing Director
Signature
Page to Limited Guaranty
Acknowledged and
Agreed:
GOODLAND
ADVANCED FUELS, INC.,
as the
Borrower
By: /s/ Xxxxxxx Xxxxxxxx
Name:
Xxxxxxx Xxxxxxxx
Title:
CEO
Signature
Page to Limited Guaranty
