LETTER OF INTENTLetter of Intent • January 19th, 2007 • Liberty Renewable Fuels LLC • Michigan
This Letter of Intent reflects the agreement of Liberty Renewable Fuels LLC, a Delaware limited liability company (“Liberty” or the “Buyer”) to acquire from all shareholders (collectively the “Seller”) of Auburn Bean and Grain Co., a Michigan corporation (“ABGCO”) all of the capital stock (the “Purchased Shares”) of ABGCO, which is in the business of buying, receiving, storing and selling grain and in the business of selling seed, agri-chemicals, fertilizer and the custom application thereof and to further acquire from the KMA Group, L.L.C., a Michigan limited liability company (“KMA”) those parcels of real estate hereinafter more particularly identified. It also reflects the agreement of the Seller to sell the Purchased Shares and KMA to sell the Transferred real estate to Buyer as herein contemplated. The Acquisition by Liberty of the Purchased Shares (the “Acquisition”), when complete, will result in ABGCO becoming a wholly owned subsidiary of the Buyer.
FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF LIBERTY RENEWABLE FUELS LLC a Delaware limited liability company Dated: Effective July , 2006Company Agreement • January 19th, 2007 • Liberty Renewable Fuels LLC • Delaware
THIS FIRST AMENDED AND RESTATED COMPANY AGREEMENT (the “Agreement”) is entered into effective as of the day of July, 2006, by and among Liberty Renewable Fuels LLC, a Delaware limited liability company (the “Company”), each of the Persons identified as Members on attached Exhibit A, and any other Persons that may from time-to-time be subsequently admitted as Members of the Company in accordance with the terms of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1.11.
FORM OF ESCROW AGREEMENTEscrow Agreement • January 19th, 2007 • Liberty Renewable Fuels LLC • Michigan
This ESCROW AGREEMENT (this “Escrow Agreement”) is entered into as of , 200 by and among Liberty Renewable Fuels LLC, a Delaware limited liability company (the “Company”) and Fifth Third Bank N.A., as escrow agent (the “Escrow Agent”). Capitalized terms used in this Escrow Agreement and not otherwise defined shall have the meanings given those terms in the Purchase Agreement.
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • January 19th, 2007 • Liberty Renewable Fuels LLC • Michigan
The undersigned, Liberty Renewable Fuels LLC, a Delaware limited liability company (“Liberty”) whose address is 3508 E. M-21, P.O. Box 335, Owosso, Michigan 48867 has requested from Fifth Third Bank, a Michigan banking corporation (“Fifth Third”) whose address is 1000 Town Center, Suite 1400, Southfield, Michigan 48075 and Fifth Third agrees to make, or has made, as of this 3rd day of January, 2007, the financial accommodation described below (the “Letter of Credit”) under the terms and conditions set forth in this Business Loan Agreement (the “Agreement”).
DEPOSIT ACCOUNT CONTROL AGREEMENTDeposit Account Control Agreement • January 19th, 2007 • Liberty Renewable Fuels LLC • Delaware
This Deposit Account Control Agreement (“Agreement”) is made on January 3, 2007, by Liberty Renewable Fuels LLC, a Delaware limited liability company whose address is 3508 E. M-21, P.O. Box 335, Owosso, Michigan 48867 (“Liberty”), and is given to Fifth Third Bank, a Michigan banking corporation, with offices located at 1000 Town Center, Southfield, Michigan 48075 (“Fifth Third”).
LIBERTY RENEWABLE FUELS LLC SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $5,000 PER UNIT MINIMUM INVESTMENT OF 4 UNITS ($20,000)Subscription Agreement • January 19th, 2007 • Liberty Renewable Fuels LLC
The undersigned subscriber, desiring to become a member of Liberty Renewable Fuels LLC (“Liberty”), a Delaware limited liability company, with its principal place of business at 3508 E. M-21, Corunna, Michigan 48817, hereby subscribes for the purchase of the membership interests of Liberty and agrees to pay the related purchase price, identified below.
RETAINER AGREEMENTRetainer Agreement • January 19th, 2007 • Liberty Renewable Fuels LLC • Michigan
This will confirm an Agreement between Liberty Renewable Fuels, LLC and Muchmore Harrington Smalley & Associates, Inc. (MHSA) for the term commencing on July 10, 2006 with respect to Michigan legislative and governmental action affecting Liberty Renewable Fuels, LLC.
CLIENT CONTRACTService Contract • January 19th, 2007 • Liberty Renewable Fuels LLC • Michigan
THIS SERVICE CONTRACT, begins on August, 2006 by and between Earthscape Resource Management Inc., a company having an address currently at 318 W. Ottawa, Lansing, MI. 48933 (hereafter, “Consultant”) and Liberty Renewable Fuels a Delaware Company, having an address at P.O Box 335 Owosso, MI 48867 (hereafter, “Principal”)
SETTLEMENT AGREEMENTSettlement Agreement • January 19th, 2007 • Liberty Renewable Fuels LLC
Peter Baker Moline, IL 61265 Service ContractService Contract • January 19th, 2007 • Liberty Renewable Fuels LLC • Michigan
THIS SERVICE CONTRACT begins on October 30, 2006 by and between Peter Baker (Consultant) an individual having an address currently at 1330 29th Street, Moline, IL 61265 and Liberty Renewable Fuels, LLC a Delaware Company, having an address at P.O. Box 335 Owosso, Michigan 48867.
CORN MARKETING AGREEMENT Between Liberty Renewable Fuels, LLC and Cooperative Elevator Co.Corn Marketing Agreement • January 19th, 2007 • Liberty Renewable Fuels LLC • Michigan
THIS CORN MARKETING AGREEMENT (“Agreement”) is made and entered into as of the 27 day of October, 2006, (the “Effective Date”) by and between Liberty Renewable Fuels, LLC, a Delaware limited liability company, (“Liberty”), and Cooperative Elevator Co., a Michigan Corporation (“Co-op”). Liberty and Co-op may each be referred to as a “Party”, or, collectively as the “Parties”.
CORN PURCHASE AND SALE AGREEMENTCorn Purchase and Sale Agreement • January 19th, 2007 • Liberty Renewable Fuels LLC • Michigan
This Agreement is effective as of January 1, 2008, will have an initial term of four (4) years, renewing for twelve (12) month periods thereafter until terminated by either Party upon six (6) months written notice to the other Party . This Agreement may be terminated at any time by a mutual agreement in writing by both Parties. The Parties understand and agree that they intend to enter into a separate grain origination agreement by which BMI would originate grain from producers within BMI’s trade territory for delivery directly to the ethanol plant in Ithaca, Michigan and BMI would be paid an origination fee above the market price (an “Origination Agreement”). If by January 31, 2007, an Origination Agreement has not been executed, either Party may thereafter, but no later than July 1, 2007, deliver a written Termination Notice to the other Party which notifies the other Party that this Agreement will be terminated 30 days from the date of the Termination Notice.
AGREEMENT TO HIRE CHIEF EXECUTIVE OFFICER FOR DEVELOPMENT OF LIBERTY RENEWABLE FUELS, LLCChief Executive Officer Agreement • January 19th, 2007 • Liberty Renewable Fuels LLC • Michigan
Proposal to Liberty Renewable Fuels, LLCService Contract • January 19th, 2007 • Liberty Renewable Fuels LLC
THIS SERVICE CONTRACT, begins on August 15, 2006 by and between Sky Strategies., a company having an address currently at 605 Musser Rd. Mount Joy, PA 17552 (hereafter, “Consultant”) and Liberty Renewable Fuels, a Delaware Company, having an address at P.O Box 335 Owosso, MI 48867 (hereafter, “Principal”):
Thomas E. Pumford, Jr. 21900 W. M-57 Bannister, Michigan 48807 Service ContractService Contract • January 19th, 2007 • Liberty Renewable Fuels LLC • Michigan
THIS SERVICE CONTRACT begins on August 1, 2006 by and between Thomas E. Pumford, Jr. (service provider) an individual having an address currently at 21900 W. M-57, Bannister, Michigan 48807 and Liberty Renewable Fuels, LLC a Delaware Company, having an address at P.O. Box 335 Owosso, Michigan 48867.
