Exhibit 10.9
REDEMPTION
AGREEMENT
THIS REDEMPTION
AGREEMENT , (the
“Agreement”) dated January 31, 2006, (the
“Redemption Date) is made by and between Golden Grain Energy,
LLC (the “Company”), and Fagen Energy, LLC
(“Fagen”) for the purpose of setting forth the terms
and conditions under which the Company shall redeem 3,000,000 of
its Class A membership units (the “Units”) from
Fagen.
WITNESSETH:
WHEREAS, Fagen purchased the Units from Schwark Jensen
Golden Grain, LLC (“Schwarck Jensen”), pursuant to that
certain Membership Purchase Agreement dated as of January 31,
2006(the “Schwarck Jensen Agreement”); and
WHEREAS , the Company desires to redeem, and Fagen
desires to have redeemed as of the Redemption Date, the Units
pursuant to the terms and conditions set forth below.
NOW, THEREFORE
, in consideration of the mutual
promises and covenants set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties do hereby agree as
follows:
SECTION 1
Redemption Price and Manner of
Payment
1.1
Redemption Price . The redemption price (the
“Redemption Price”) for the Units shall be Two Dollars
and Sixty Two and One-Half Cents ($2.625) per Unit, or a total of
Seven Million Eight Hundred Seventy Five Thousand Dollars
($7,875,000).
1.2
Manner of Payment . Payment of the entire
Redemption Price by certified check or wire transfer of immediately
available funds delivered by the Company to Fagen within two (2)
business days the Redemption Date.
SECTION 2
REPRESENTATIONS AND WARRANTIES OF
COMPANY
The Company hereby makes the
following representations and warranties to Fagen, and agrees to
carry out the covenants and agreements hereinafter set
forth:
2.1
Capitalization and Ownership of Units . The
Company currently has 30,000,000 Class A Units authorized, of which
26,676,400 Class A units are presently issued and outstanding, all
of which outstanding Units are fully paid and non-assessable and
have been legally issued. There are no existing options, calls or
commitments of any character relating to any Units or to in any
manner issue any Units.
2.2
Organization . The Company is a limited
liability company duly organized, validly existing and in good
standing under the laws of the State of Iowa. The execution and
delivery of this Agreement does not, and the consummation of the
transaction contemplated hereby will not, violate or breach any
provision of the Company’s Articles of Organization or
Operating Agreement, both as amended through the Redemption Date
(the “Governing Documents”) or any other agreements,
whether
written or oral, to or by which the Company is
bound. Any waiver of any provision or requirement contained in the
Governing Documents relating to this Agreement and/or the Schwarck
Jensen Agreement, and the transactions contemplated hereby and
thereby, has been properly and duly made and is legally binding and
enforceable against the Company in accordance with its
terms.
2.3
Authorization and Binding Obligation . This
Agreement constitutes a legal, valid, and binding obligation of
Company, enforceable against Company in accordance with its
terms.
2.4
Securities Laws . The Units were not offered,
sold or issued in violation of the Securities Act of 1933, as
amended, and all rules and regulations promulgated thereunder (the
“Securities Act”) and were and are registered under the
Securities Exchange Act of 1934, as amended, and all rules and
regulations promulgated thereunder (the “Exchange
Act”). The Units were offered, sold, issued and are
registered under all applicable state securities laws (the
“Blue Sky Laws”). The redemption of the Units does not
and will not violate the Securities Act, the Exchange Act or any
applicable Blue Sky Laws.
SECTION 3
REPRESENTATIONS AND WARRANTIES OF FAGEN
Fagen hereby makes the following
representations and warranties to the Company, and agrees to carry
out the covenants and agreements hereinafter set forth:
3.1
Organization, Standing and Authority . Fagen is
a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Minnesota. Fagen has the
necessary power to execute, deliver, and perform this Agreement and
the documents contemplated hereby acc
