LEASE TERMINATION
AGREEMENT
THIS LEASE
TERMINATION AGREEMENT (the “Agreement”) is made and
entered into effective as of the 10 th day of October, 2006 (the “Effective
Date”), by and between Granite Falls Energy, LLC a
Minnesota limited liability company (“Lessor”), and
Gopher State Ethanol, LLC a Delaware limited liability
company (“Lessee”).
WHEREAS,
Lessor and Lessee are parties to that certain Lease Agreement dated
April 12, 2006 (hereinafter referred to as the
“Lease”), whereby Lessee did lease from Lessor certain
property and equipment described in said Lease (hereinafter
referred to as the “Property and Equipment”);
and
WHEREAS,
Lessor and Lessee desire to terminate the Lease, and Lessor and
Lessee have mutually agreed to terminate the same, including any
right, title, interest, obligation or liability which either may
have thereunder, as of the Effective Date, pursuant to the terms
and conditions set forth herein.
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:
1.
Termination; Mutual Release . Lessor and Lessee shall be
deemed to have mutually agreed terminate the Lease and to have
released each other from any and all liabilities, claims, rights
and causes of action arising out of or in any way connected to the
Lease.
2.
Warranty and Representation of Lessee . Lessee hereby
warrants and represents to Lessor, which warranty and
representation shall survive the execution of this Agreement and
the termination of the Lease pursuant hereto, that it has not done
anything or suffered anything to be done, whereby the Property and
Equipment or Lessor’s title thereto are in any manner
encumbered or charged, or which would give any third party any
right or claim to the Lease of the Property and
Equipment.
3. No
Rebate, refund or Offset to Lessee . The parties hereby
acknowledge and agree that the Lessee shall not be entitled to any
refund, rebate or offset of said amounts from Lessor for any
reason, including, but not limited to, any future leasing of the
Property and Equipment by Lessor. Further, Lessee is not entitled
to any rebate, refund or offset of a
