Exhibit 10.4
Execution Version
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT (this
“Agreement”) is made as of the 1st day of June, 2008,
by and between MICROGY GRAND ISLAND, LLC, a Nebraska limited
liability corporation (the “Company”), WELLS FARGO
BANK, NATIONAL ASSOCIATION, a national banking association, as
Trustee (the “Trustee”), and SWIFT & COMPANY,
a Delaware corporation (“Swift”). Capitalized terms not
defined herein shall have the same meaning ascribed to them in the
Indenture, as hereinafter defined.
Background
WHEREAS, the Company is engaged in
the construction, development and operation of facilities (the
“Facility”) consisting of an anaerobic digester system
used to extract combustible biogas from organic waste streams
produced by the beef processing operations of Swift; and
WHEREAS, the Company and Swift have
entered a Biogas Purchase and Supply Agreement dated as of
September 1, 2006, as amended (the “Biogas
Agreement”), providing for the operation of the Facility and
for the payment by Swift to the Company for the biogas produced at
the Facility and supplied to Swift; and
WHEREAS, the Company is the obligor
with respect to $7,000,000 The City of Grand Island, Nebraska Solid
Waste Disposal Facilities Revenue Bonds (Microgy Grand Island, LLC
Project) Series 2008 (the “Bonds”) issued under the
Trust Indenture dated as June 1, 2008 by and between the City
of Grand Island, Nebraska (“Issuer”) and the Trustee
(the “Indenture”); and
WHEREAS, Issuer and the Company have
entered into a Lease Agreement dated as of June 1, 2008 (the
“Lease Agreement”) pursuant to which the proceeds
derived from the issuance of the Bonds are to be provided to the
Company for the payment of the costs of the acquisition,
construction, improving and equipping of the Facility being leased
by the Company from Issuer; and
WHEREAS, pursuant to the Lease
Agreement, the Company has agreed to make Rent Payments to the
Issuer, which the Issuer has pledged to the Trustee for the benefit
of the holders of the Bonds; and for the purpose of making such
Rent Payments, the Company wishes to pledge its interest in
payments due from Swift under the Biogas Agreement to the Trustee;
and
WHEREAS, in connection with the
issuance of the Bonds, the Company has entered into a letter
agreement with the Trustee dated July 24, 2008 in the form
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