EXHIBIT 10.7
MEMBERSHIP INTEREST PURCHASE
AGREEMENT
This Membership Interest Purchase
Agreement (this “ Agreement ”) is made as of the
5 th day of August, 2005 by and between Farm City
Elevator, Inc., a Wisconsin corporation (“ FCE
”) and Badger State Ethanol, LLC, a Wisconsin limited
liability company (“ BSE ”).
RECITALS:
WHEREAS, BSE has loaned
$2,584,846.66 to Spring Valley Ventures, LLC, a Wisconsin limited
liability company (“ SVV ”) and wholly owned
subsidiary of FCE pursuant to a promissory note dated
August 4, 2005 (the “ Note ”);
WHEREAS, FCE desires to sell, and
BSE desires to purchase, all capital membership interests of SVV
(“ Interests ”); and
NOW, THEREFORE, IT IS AGREED AS
FOLLOWS:
AGREEMENT:
Section 1. Purchase
and Sale . As of the date hereof, FCE agrees to sell,
transfer and assign to BSE, and BSE agrees to purchase and accept
from FCE, all of the Interests of SVV free and clear of all liens,
security interests, and other claims and encumbrances
whatsoever. FCE shall execute and deliver to BSE the
membership interest power certificate in a form as mutually agreed
between BSE and FCE (the “ Membership Interest Power
Certificate ”). In exchange for the sale of
the Interests and the execution and delivery of the Membership
Interest Power Certificate by FCE, BSE shall pay to FCE
$103,360.
Section 2. Lease
. As a condition to the execution of this Agreement, BSE and
FCE shall each execute and d
