0000950137-06-006750 Sample Contracts

SPACE ABOVE THIS LINE FOR RECORDER’S USE The Maximum Principal Indebtedness Secured by this Mortgage is $700,000 STATUTORY MORTGAGE
Statutory Mortgage • June 12th, 2006 • Granite Falls Energy, LLC • Industrial organic chemicals

THIS STATUTORY MORTGAGE (the “Mortgage”), made and given as of the 1st day of February, 2006, by GRANITE FALLS ENERGY, LLC, a Minnesota limited liability company (the “Mortgagor”) in favor of the CITY OF GRANITE FALLS, MINNESOTA, a municipal corporation and a political subdivision of the State of Minnesota (the “Mortgagee”).

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TERMINATION OF DEVELOPMENT AGREEMENTS
Termination of Development Agreements • June 12th, 2006 • Granite Falls Energy, LLC • Industrial organic chemicals

THIS TERMINATION OF DEVELOPMENT AGREEMENTS (the “Amendment”), dated as of the 1st day of February, 2006, by and between the CITY OF GRANITE FALLS (the “City”), a Minnesota municipal corporation, and GRANITE FALLS ENERGY, LLC, a Minnesota limited liability company, as successor to Granite Falls Community Ethanol Plant, LLC (the “Developer”)

LEASE AGREEMENT
Lease Agreement • June 12th, 2006 • Granite Falls Energy, LLC • Industrial organic chemicals • Minnesota

THIS LEASE AGREEMENT (the “Lease”) is made and entered into by and between Granite Falls Energy, LLC (“Lessor”) and GS Acquisition Inc. (“Lessee”), effective as of the date permits and licenses, sufficient to legally operate the Equipment (as defined below) are issued or granted to the Lessor and Lessee in the name of both the Lessor and Lessee (the “Effective Date”).

JOINT POWERS AND PARTICIPATION AGREEMENT PROVIDING FOR A LOAN TO GRANITE FALLS ENERGY, LLC
Joint Powers and Participation Agreement • June 12th, 2006 • Granite Falls Energy, LLC • Industrial organic chemicals

THIS AGREEMENT is entered into as of the 1st day of February, 2006, by and among the Granite Falls Economic Development Authority (“EDA”), the City of Granite Falls, Minnesota (the “City”), The Western Minnesota Revolving Loan Fund, a Minnesota nonprofit corporation (the “Western MN RLF”) and Chippewa County, Minnesota (the “County”) (collectively, the “Parties”, or individually, a “Party”). Each of the foregoing entities, other than the Western MN RLF, is a political subdivision of, or instrumentality of a political subdivision of, the State of Minnesota and a governmental unit within the meaning of Minnesota Statutes, Section 471.59 (the “Joint Powers Act”).

PLAN OF MERGER
Merger Agreement • June 12th, 2006 • Granite Falls Energy, LLC • Industrial organic chemicals • Minnesota

THIS PLAN OF MERGER (the “Plan of Merger”) is dated as of April 12, 2006, and is made and entered into by and between GS ACQUISITION INC. (“Acquisition Subsidiary”) and GOPHER STATE ETHANOL, LLC (“Gopher State”), each a “Constituent Company” and together “Constituent Companies.”

LOAN AGREEMENT BY AND BETWEEN CITY OF GRANITE FALLS, MINNESOTA AND GRANITE FALLS ENERGY, LLC
Loan Agreement • June 12th, 2006 • Granite Falls Energy, LLC • Industrial organic chemicals

THIS AGREEMENT, made as of the 1st day of February, 2006, by and between City of Granite Falls, Minnesota (the “City”), a municipal corporation and political subdivision of the State of Minnesota, and Granite Falls Energy, LLC, a Minnesota limited liability company (the “Developer”):

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