LETTER OF INTENTLetter of Intent • March 13th, 2007 • Liberty Renewable Fuels LLC • Industrial organic chemicals • 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.
SECOND AMENDED AND RESTATED COMPANY AGREEMENT OF LIBERTY RENEWABLE FUELS LLC a Delaware limited liability company Dated: Effective January 18, 2007Company Agreement • March 13th, 2007 • Liberty Renewable Fuels LLC • Industrial organic chemicals • Delaware
THIS SECOND AMENDED AND RESTATED COMPANY AGREEMENT (the “Agreement”) is entered into effective as of the 18th day of January, 2007, 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 • March 13th, 2007 • Liberty Renewable Fuels LLC • Industrial organic chemicals • 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 • March 13th, 2007 • Liberty Renewable Fuels LLC • Industrial organic chemicals • 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 • March 13th, 2007 • Liberty Renewable Fuels LLC • Industrial organic chemicals • 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)Liberty Renewable Fuels LLC • March 13th, 2007 • Industrial organic chemicals
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.
Jake Hirshman Alma, MI 48801 Service ContractService Contract • March 13th, 2007 • Liberty Renewable Fuels LLC • Industrial organic chemicals • Michigan
THIS SERVICE CONTRACT begins on February 1, 2007 by and between Jake Hirschman (Consultant) an individual having an address currently at 234 Fleming Drive, Alma, MI 48801 and Liberty Renewable Fuels, LLC a Delaware Company, having an address at P.O. Box 335 Owosso, Michigan 48867.
SETTLEMENT AGREEMENTSettlement Agreement • March 13th, 2007 • Liberty Renewable Fuels LLC • Industrial organic chemicals
