MASTER LOAN AGREEMENT by and among OTTER TAIL AG ENTERPRISES, LLC, a Minnesota limited liability company and AGSTAR FINANCIAL SERVICES, PCA dated as of March 28,2007Master Loan Agreement • January 28th, 2008 • Otter Tail Ag Enterprises, LLC • Minnesota
THIRD SUPPLEMENT TO THE MASTER LOAN AGREEMENT (REVOLVING LINE OF CREDIT LOAN)Master Loan Agreement • January 28th, 2008 • Otter Tail Ag Enterprises, LLC
THIS THIRD SUPPLEMENT TO THE MASTER LOAN AGREEMENT (this “Third Supplement”), effective as of March 28, 2007, is between AGSTAR FINANCIAL SERVICES, PCA (the “Lender”) and OTTER TAIL AG ENTERPRISES, LLC, a Minnesota limited liability company (the “Borrower”), and supplements and incorporates all of the provisions of that certain Master Loan Agreement, dated as of even date herewith, between the Lender and the Borrower (as the same may be amended, modified, supplemented, extended or restated from time to time, the “MLA”).
JOB OPPORTUNITY BUILDING ZONE BUSINESS SUBSIDY AGREEMENTBusiness Subsidy Agreement • January 28th, 2008 • Otter Tail Ag Enterprises, LLC
INTERCREDITOR AGREEMENTIntercreditor Agreement • January 28th, 2008 • Otter Tail Ag Enterprises, LLC • Minnesota
This INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of March 28, 2007, by and among AGSTAR FINANCIAL SERVICES, PCA, a federal instrumentality (“AgStar”), MMCDC NEW MARKETS FUND II, LLC, a Delaware limited liability company (“NMF”), U.S. BANK, NATIONAL ASSOCIATION, as Trustee for the holders of the $20,000,000,00 Otter Tail County, Minnesota, Subordinate Exempt Facility Revenue Bonds (Otter Tail AG Enterprises, LLC Ethanol Plant Project) Series 2007 (the “Trustee”), and OTTER TAIL COUNTY, MINNESOTA, a political subdivision of the State of Minnesota (the “County”).
RPMG RENEWABLE PRODUCTS Marketing Group ETHANOL FUEL MARKETING AGREEMENTEthanol Fuel Marketing Agreement • January 28th, 2008 • Otter Tail Ag Enterprises, LLC • Minnesota
THIS AGREEMENT, entered into this th day of , 2006, by and between RENEWABLE PRODUCTS MARKETING GROUP, L.L.C., hereinafter referred to as “RENEWABLE PRODUCTS”; and OTTER TAIL AG ENTERPRISES, LLC, a Minnesota limited liability company, hereinafter referred to as “OTTER TAIL AG.”
AGREEMENT REGARDING CORN PROCUREMENTCorn Procurement Agreement • January 28th, 2008 • Otter Tail Ag Enterprises, LLC • Minnesota
THIS AGREEMENT REGARDING CORN PROCUREMENT (this “Agreement”) is made effective as of February 1, 2007, (the “Effective Date”) by and between CHS Inc., with offices at 5500 Cenex Drive, Inver Grove Heights, MN 55077 (“CHS”), and Otter Tail Ag Enterprises, LLC, whose address for purposes of notice is P.O. Box 492, Fergus Falls, MN 56538-0492 (“Customer”). Any reference herein to a “Party” shall refer to CHS or Customer individually, and any reference herein to “Parties” shall refer to both CHS and Customer.
Project No.: 0001Construction Contract • January 28th, 2008 • Otter Tail Ag Enterprises, LLC
A Excavation of storm water pond; construction of mechanical contractor staging area; establishment of subgrade for semi parking, dryer road, ethanol storage road, and southwest outbound road; and placement of 6 inches of class 5 modified aggregate and installation of associated storm sewer/culvert. Establish subgrade for DDGS, DD&E and Maintenance Building November 10, 2006 $5,000 per day
NATURAL GAS SERVICES AGREEMENTNatural Gas Services Agreement • January 28th, 2008 • Otter Tail Ag Enterprises, LLC • Minnesota
This Natural Gas Services Agreement (“Agreement”) is made and entered into with effect as of the 23rd day of May, 2006 by and between BP Canada Energy Marketing Corp., (“BP”) and Otter Tail Ag Enterprises, LLC (“Customer”). BP and Customer are also referred to individually as “Party” and collectively as “Parties”.
CONSTRUCTION AND TERM LOAN AGREEMENTConstruction and Term Loan Agreement • January 28th, 2008 • Otter Tail Ag Enterprises, LLC • Minnesota
THIS CONSTRUCTION AND TERM LOAN AGREEMENT (this “Agreement”), dated as of March 30, 2007 between MMCDC NEW MARKETS FUND II, LLC, a Delaware limited liability company (the “Lender”) and OTTER TAIL AG ENTERPRISES, LLC, Minnesota limited liability company (the “Borrower”).
CONSTRUCTION NOTEConstruction Note • January 28th, 2008 • Otter Tail Ag Enterprises, LLC
LICENSE OF TECHNOLOGY BETWEENLicense Agreement • January 28th, 2008 • Otter Tail Ag Enterprises, LLC • Minnesota
THIS AGREEMENT (hereinafter called LICENSE OF TECHNOLOGY or this “License”) made this 24th day of October, 2006 by and between Delta-T Corporation, a Virginia corporation, (“Delta-T”), and Otter Tail Ag Enterprises, LLC, a Minnesota limited liability company, ( “Owner”), each of which may be referred to individually as a “Party,” or jointly as the “Parties.”
4,694,500.00 March 30, 2007Subordinate Loan Note • January 28th, 2008 • Otter Tail Ag Enterprises, LLC
DISTILLER’S GRAIN PURCHASE AGREEMENTDistiller’s Grain Purchase Agreement • January 28th, 2008 • Otter Tail Ag Enterprises, LLC • Minnesota
THIS DISTILLER’S GRAIN PURCHASE AGREEMENT (the “Agreement”), is entered into effective as of January 11, 2008 (the “Effective Date”), by Ottertail Ag. Enterprises LLC, a Minnesota Limited Liability Company whose address is 24096 170th Avenue, Fergus Falls Minnesota, 56537 (“Seller”) and Bilden Farms, LLC, a Minnesota Limited Liability Company whose address is 20898 County Highway 24, Erhard, MN 56534 (“Buyer”).
ENGINEERING, PROCUREMENT AND CONSTRUCTION SERVICES FIXED PRICE CONTRACT BETWEEN WOESSNER CONSTRUCTION, INC. AND OTTER TAIL AG ENTERPRISES, LLC DATED: JANUARY 9, 2007Construction Services Contract • January 28th, 2008 • Otter Tail Ag Enterprises, LLC
THIS “CONTRACT”, IS made this 9th day of January, 2007, by and between Otter Tail Ag Enterprises, LLC, a Minnesota limited liability company organized and acting under and pursuant to the laws of Minnesota and having its main place of business at 1220 North Tower Road, Suite 201, Fergus Falls, Minnesota 56537 (hereinafter called the “Owner”) and Woessner Construction, Inc., a corporation organized and acting under and pursuant to the laws of the State of Minnesota and having its main place of business at 216 East Junius Avenue, Fergus Falls, MN 56537 (hereinafter called “Woessner”). Owner and Knutson may sometimes be referred to herein individually as a “Party” or jointly as the “Parties.”
EMPLOYMENT AGREEMENT CHIEF EXECUTIVE OFFICER/GENERAL MANAGEREmployment Agreement • January 28th, 2008 • Otter Tail Ag Enterprises, LLC • Minnesota
This Employment Agreement (“Agreement”) is made and effective the 12th day of May, 2006, by and between Otter Tail Ag Enterprises, LLC, a Minnesota limited liability company (“Company”), and Kelly Longtin, a Minnesota resident (“Executive”).
Base Contract for Sale and Purchase of Natural GasBase Contract for Sale and Purchase of Natural Gas • January 28th, 2008 • Otter Tail Ag Enterprises, LLC
This Base Contract incorporates by reference for all purposes the General Terms and Conditions for Sale and Purchase of Natural Gas published by the North American Energy Standards Board. The parties hereby agree to the following provisions offered in said General Terms and Conditions. In the event the parties fail to check a box, the specified default provision shall apply. Select only one box from each section:
SECOND SUPPLEMENT TO THE MASTER LOAN AGREEMENT (TERM REVOLVING LOAN)Second Supplement to the Master Loan Agreement • January 28th, 2008 • Otter Tail Ag Enterprises, LLC
THIS SECOND SUPPLEMENT TO THE MASTER LOAN AGREEMENT (this “Second Supplement”), dated as of March 28, 2007, is between AGSTAR FINANCIAL SERVICES, PCA (the “Lender”) and OTTER TAIL AG ENTERPRISES, LLC, a Minnesota limited liability company (the “Borrower”), and supplements and incorporates all of the provisions of that certain Master Loan Agreement, dated as of even date herewith, between the Lender and the Borrower (as the same may be amended, modified, supplemented, extended or restated from time to time, the “MLA”).
OTTER TAIL VALLEY RAILROAD COMPANY AND BNSF RAILWAY COMPANY LEASE OF LAND FOR CONSTRUCTION/REHABILITATION OF TRACKLease of Land for Construction/Rehabilitation of Track • January 28th, 2008 • Otter Tail Ag Enterprises, LLC
THIS LEASE OF LAND FOR CONSTRUCTION/REHABILITATION OF TRACK (“Lease”) is made as of the first day of October, 2006 (“Effective Date”), by and between BNSF RAILWAY COMPANY, a Delaware corporation (hereinafter called “BNSF”), Otter Tail Valley Railroad Company, Inc., a Minnesota corporation (hereinafter called “OTVR”), (hereinafter BNSF & OTVR together are called “Railroad”) and OTTER TAIL AG ENTERPRISES, a corporation, formed under the Laws (as hereinafter defined) of Minnesota, (hereinafter, whether one party or more, called “Industry”).
OTTER TAIL AG ENTERPRISES, LLC A Minnesota Limited Liability Company OPERATING AND MEMBER CONTROL AGREEMENT (Contains Restrictions On Transfer Of Interests) Dated Effective January 20, 2006Operating and Member Control Agreement • January 28th, 2008 • Otter Tail Ag Enterprises, LLC • Minnesota
THIS OPERATING AND MEMBER CONTROL AGREEMENT is hereby adopted and entered into effective as of the Effective Date (as defined below), by the Members (as defined below), pursuant to the provisions of the Act (as defined below), on the terms and conditions set forth herein.
TERM REVOLVING NOTETerm Revolving Note • January 28th, 2008 • Otter Tail Ag Enterprises, LLC
ENGINEERING, PROCUREMENT AND CONSTRUCTION SERVICES FIXED PRICE CONTRACT BETWEEN HARRIS MECHANICAL CONTRACTING COMPANY AND OTTER TAIL AG ENTERPRISES, LLC DATED: OCTOBER 24, 2006Engineering, Procurement and Construction Services Fixed Price Contract • January 28th, 2008 • Otter Tail Ag Enterprises, LLC • Minnesota
THIS CONTRACT, Is made this 24th day of October, 2006, by and between Otter Tail Ag Enterprises, LLC, a Minnesota limited liability company organized and acting under and pursuant to the laws of Minnesota and having its main place of business at 1220 North Tower Road, Suite 201, Fergus Falls, Minnesota 56537 (hereinafter called the “Owner”) and Harris Mechanical Contracting Company, a corporation organized and acting under and pursuant to the laws of the State of Minnesota and having its main place of business at 909 Montreal Circle, St. Paul, MN 55102 (hereinafter called “Harris Mechanical”). Owner and Harris Mechanical may sometimes be referred to herein individually as a “Party” or jointly as the “Parties.”
LEASE AGREEMENT BETWEEN OTTER TAIL COUNTY, MINNESOTA AND OTTER TAIL AG ENTERPRISES, LLC SUBORDINATE EXEMPT FACILITY REVENUE BONDS, SERIES 2007A (OTTER TAIL AG ENTERPRISES, LLC ETHANOL PLANT PROJECT) and GENERAL OBLIGATION TAX ABATEMENT BONDS, SERIES...Lease Agreement • January 28th, 2008 • Otter Tail Ag Enterprises, LLC • Minnesota
FIRST SUPPLEMENT TO THE MASTER LOAN AGREEMENT (CONSTRUCTION AND TERM LOAN)Master Loan Agreement • January 28th, 2008 • Otter Tail Ag Enterprises, LLC
THIS FIRST SUPPLEMENT TO THE MASTER LOAN AGREEMENT (this “First Supplement”), dated as of March 28, 2007, is between AGSTAR FINANCIAL SERVICES, PCA (the “Lender”) and OTTER TAIL AG ENTERPRISES, LLC, a Minnesota limited liability company (the “Borrower”), and supplements and incorporates all of the provisions of that certain Master Loan Agreement, dated as of even date herewith, between the Lender and the Borrower (as the same may be amended, modified, supplemented, extended or restated from time to time, the “MLA”).
GAS TRANSPORTATION AGREEMENTGas Transportation Agreement • January 28th, 2008 • Otter Tail Ag Enterprises, LLC
THIS AGREEMENT is by and between GREAT PLAINS NATURAL GAS CO., a Division of MDU Resources Group, Inc. (“Company”), and OTTER TAIL AG ENTERPRISES. LLC (“Customer”) and is effective 9:00 a.m. CCT on the 1 day of September, 2007.
AGREEMENTAgreement • January 28th, 2008 • Otter Tail Ag Enterprises, LLC
THIS AGREEMENT, made and entered into with effect as of June 1, 2006 (the “Effective Date”), by and among AL-CORN CLEAN FUEL COOPERATIVE (“ACF”), CORN PLUS COOPERATIVE (“CPC”), HEARTLAND CORN PRODUCTS COOPERATIVE (“HCP”), CHIPPEWA VALLEY ETHANOL COMPANY (“CVEC”), DIVERSIFIED ENERGY COMPANY (“DENCO”), CENTRAL MN. ETHANOL COOP (“CENTRAL”), BUSHMILLS ETHANOL INC. (“BUSHMILLS”), MINNESOTA ENERGY LLC (“MNENERGY”), RED TRAIL ENERGY LLC (“RED TRAIL”) and OTTERTAIL AG. ENTERPRISES LLC (“OTTERTAIL”) (hereinafter ACF, CPC, HCP, CVEC, DENCO, CENTRAL, BUSHMILLS, MNENERGY, RED TRAIL and OTTERTAIL are referred to collectively as “PRODUCERS”), and COMMODITY SPECIALISTS COMPANY (“CSC”).
DISBURSING AGREEMENTDisbursing Agreement • January 28th, 2008 • Otter Tail Ag Enterprises, LLC • Minnesota
THIS DISBURSING AGREEMENT (this “Agreement”) is made and entered into as of March 28, 2007, by and among OTTER TAIL AG ENTERPRISES, LLC, a Minnesota limited liability company (the “Borrower”), AGSTAR FINANCIAL SERVICES, PCA, a United States instrumentality (the “Lender”), MMCDC NEW MARKETS FUND II, LLC, a Delaware limited liability company (the “CDC”), U.S. BANK, NATIONAL ASSOCIATION, as Trustee for the holders of the $20,000,000.00 Otter Tail County, Minnesota, Subordinate Exempt Facility Revenue Bonds (Otter Tail AG Enterprises, LLC Ethanol Plant Project) Series 2007 (the “Trustee”), and OTTER TAIL COUNTY, MINNESOTA, a political subdivision of the State of Minnesota (the “County”), and FIRST MINNESOTA TITLE & ABSTRACT, LLC, a Minnesota limited liability company (the “Disbursing Agent” and “Title Company”). The parties hereto are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
ELECTRIC SERVICE AGREEMENTElectric Service Agreement • January 28th, 2008 • Otter Tail Ag Enterprises, LLC • Minnesota
This AGREEMENT is made by and between Lake Region Electric Cooperative of Pelican Rapids, Minnesota (hereinafter called LREC)) and Otter Tail Ag Enterprises, LLC of Fergus Falls, Minnesota (hereinafter called OTAE).
UNITED STATES DEPARTMENT OF AGRICULTURE RURAL BUSINESS-COOPERATIVE SERVICE VALUE-ADDED PRODUCER GRANT AGREEMENTValue-Added Producer Grant Agreement • January 28th, 2008 • Otter Tail Ag Enterprises, LLC
Since the USDA grant will be provided on a reimbursement basis, the Grantee shall not be required to provide evidence of fidelity bond coverage covering all officers and employees of the Grantee’s organization authorized to receive or disburse Federal funds (7 CFR 3015.17). However, we would recommend that you obtain such coverage. Any bond coverage obtained should be from a company or companies holding certificates of authority as acceptable sureties, as prescribed in 31 CFR part 223, “Surety Companies Doing Business With the United States.”
14,480,500.00 March 30, 2007Senior Loan Note • January 28th, 2008 • Otter Tail Ag Enterprises, LLC
Purchase AgreementPurchase Agreement • January 28th, 2008 • Otter Tail Ag Enterprises, LLC • Minnesota
THIS AGREEMENT (the “Agreement”) is executed as of the 25TH day of October, 2006 (the “Contract Date”) by and between JONATHAN C. PIEKARSKI and BRENDA K. PIEKARSKI, husband and wife (collectively, “Seller”), and OTTER TAIL AG ENTERPRISES, LLC, a Minnesota limited liability company (together with any permitted assignee, the “Purchaser”).
EMPLOYMENT AGREEMENT PLANT MANAGEREmployment Agreement • January 28th, 2008 • Otter Tail Ag Enterprises, LLC • Minnesota
This Employment Agreement (“Agreement”) is made and effective the 30th day of May, 2006, by and between Otter Tail Ag Enterprises, LLC, a Minnesota limited liability company (“Company”), and B. Gunner Greene, a Kentucky resident (“Greene”).
OTTER TAIL VALLEY RAILROAD COMPANY AND BNSF RAILWAY COMPANY INDUSTRY TRACK AGREEMENTIndustry Track Agreement • January 28th, 2008 • Otter Tail Ag Enterprises, LLC
THIS AGREEMENT (“Agreement”) made as of this first day of 4-6, 2007 (“Effective Date”) by and between BNSF RAILWAY COMPANY, a Delaware corporation (“BNSF”), OTTER TAIL VALLEY RAILROAD COMPANY, INC., A Minnesota corporation (“OTVR”), (hereinafter OTVR and BNSF are collectively called “Railroad”) and OTTER TAIL AG ENTERPRISES, a Minnesota corporation (“Industry”).
BILL OF SALEBill of Sale • January 28th, 2008 • Otter Tail Ag Enterprises, LLC
This Bill of Sale dated as of May 1, 2007 from OTTER TAIL AG ENTERPRISES, LLC, a Minnesota limited liability company (the “Company”) to OTTER TAIL COUNTY, Minnesota, a political subdivision of the State of Minnesota (the “County”).
