GUARANTY
THIS GUARANTY (this "Guaranty") is executed and given by (the "Guarantor")
as of , 2008 (the "Effective Date") to AgCountry Farm Credit Services, FCA (the
"Lender").
WHEREAS, Guarantor is a member of the Board of Directors of NEDAK Ethanol,
LLC, a Nebraska limited liability company (the "Company");
WHEREAS, the Company has entered into a Master Credit Agreement dated as of
February 14, 2007 (together with the "Supplements" defined therein, and as
further amended, supplemented and in effect from time to time, the "Credit
Agreement") with Lender, pursuant to which Lender, subject to the terms and
conditions contained in the Credit Agreement, is to make loans to the Company;
WHEREAS, Lender and the Company intend to enter into the Third Supplement
to the Credit Agreement (the "Third Supplement") pursuant to which Lender will
provide certain accommodations to the Company; and
WHEREAS, as a condition precedent to entering into the Third Supplement,
Lender requires that each of the members of the Board of Directors of the
Company provide a personal guaranty for the purpose of confirming the Board of
Directors' commitment to raise capital and Guarantor wishes to provide such
guaranty.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the Guarantor hereby agrees as follows.
The Guarantor personally and unconditionally guarantees to Lender that the
Board of Directors of the Company will raise additional equity in the Company in
the amount of $2,000,000 upon Performance Test Acceptance as defined in the EPC
Contract (the "Obligation").
Sixty days following Performance Test Acceptance, Lender may demand payment
of the Obligation by delivering written notice thereof ("Performance Notice") to
the Guarantor setting forth the amount to be paid to Lender by Guarantor;
provided that Guarantor shall not be liable for any payment in excess of
Guarantor's designated portion of the Obligation as set forth on Exhibit A to
this Guaranty. Within 10 days after receiving a Performance Notice, the
Guarantor shall deliver full payment in the amount set forth in the Performance
Notice.
This Guaranty shall be in effect from Effective Date and shall remain so
until the Company has received an aggregate amount of at least $2,000,000 in
equity raised by the Company's Board of Directors and the Company has delivered
written evidence of such to Lender in a form satisfactory to Lender.
Notwithstanding termination of this Guaranty, the Guarantor's obligations and
liabilities hereunder shall be open and continuous and shall not be discharged
except by full and complete performance and satisfaction of all Obligations, and
then only to the extent of such performance.
This Guaranty is governed by the laws of the state of North Dakota without
regard to conflict of laws principles. This Guaranty may not be amended except
in writing signed by Lender and the Guarantor. This Guaranty represents the full
and complete agreement and understanding of the parties with respect to the
subject matter hereof.
(Signature Page Follows)
IN WITNESS WHEREOF, the undersigned Guarantor executes this Guaranty as of
the date first set forth above.
GUARANTOR:
By:
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Name:
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Exhibit A
DIRECTOR GUARANTY AMOUNTS
Name Amount
------
Xxxxxxx Xxxxx: $100,000
Xxxxxxx Xxxxx: $100,000
Xxxx Xxxxx: $100,000
Xxxx Xxxxxxxx: $100,000
Xxxxx Xxxxx: $95,000
Xxxxxx Xxxxxxx: $75,000
Xxxx Xxxxx: $72,000
Xxxx Xxxxx: $72,000
Xxxx Xxxxxx: $72,000
Xxxxxx Xxxxxxxxx: $72,000
Xxx Xxxxxxx: $71,428
Dick Bilstein: $71,428
Total: $1,000,856
