HomeMy WebLinkAbout20110740.tiffFINDINGS AND RESOLUTION
RE: FINDINGS AND RESOLUTION CONCERNING APPLICATION OF COLORADO CATTLE
COMPANY, LLC, DBA COLORADO CATTLE COMPANY, FOR A HOTEL AND
RESTAURANT LIQUOR LICENSE, AND AUTHORIZATION FOR CHAIR TO SIGN -
EXPIRES APRIL 24, 2012
The application of Colorado Cattle Company, LLC, dba Colorado Cattle Company,
70008 County Road 132, New Raymer, Colorado 80742, for a Hotel and Restaurant Liquor License,
came on for hearing on the 21st day of March, 2011, at 9:00 a.m., at which time and the Board of
County Commissioners of Weld County, Colorado, having heard the testimony and evidence
adduced at said hearing, having considered the testimony, evidence and remonstrances filed with
said Board, and having carefully weighed the same, now makes the following findings:
1. The evidence discloses that the applicant has sustained the burden of proof as to
the desires of the inhabitants.
2. The applicant is of good character and reputation.
3. The applicant has proven the reasonable requirements of the neighborhood.
RESOLUTION
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has considered the application of Colorado Cattle Company, LLC,
dba Colorado Cattle Company, 70008 County Road 132, New Raymer, Colorado 80742, for a Hotel
and Restaurant Liquor License, for the sale of malt, vinous, and spirituous liquors, for consumption
by the drink on the premises only, and
WHEREAS, said applicant has paid to the County of Weld the sum of $875.00 for the
application fee, in addition to the other required license fees, and
WHEREAS, due to the Findings of the Board of County Commissioners in this matter as
stated herein, the Board deems it advisable to approve said application for a Hotel and Restaurant
License for Colorado Cattle Company, LLC, dba Colorado Cattle Company.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that having examined said application, the qualifications of the applicant, and the
testimony of those present at the hearing, does hereby grant License Number 2011-06 to said
applicant to sell malt, vinous, and spirituous liquors for consumption by the drink on the premises
only, only at retail at said location; and the Board does hereby authorize and direct the issuance of
said license by the Chair of the Board of County Commissioners, attested to by the Clerk to the
Board of Weld County, Colorado, which license shall be in effect until April 24, 2012, providing that
said place where the licensee is authorized to sell malt, vinous, and spirituous liquors for
consumption by the drink on the premises only, shall be conducted in strict conformity to all of the
3D, Opp(.
2011-0740
LC0048
HOTEL AND RESTAURANT LIQUOR LICENSE - COLORADO CATTLE COMPANY
PAGE 2
laws of the State of Colorado and the rules and regulations relating thereto, heretofore passed by
the Board of County Commissioners of Weld County, Colorado, and any violations thereof shall be
cause for revocation of the license.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said application.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 21st day of March, A.D., 2011.
BOARD OF COUNTY COMMISSIONERS
ATTEST:
Weld County Clerk to t
BY:
Deputy Clerk to the Boa
AI,ROV AS TO.FOrgll:
torney // �2�/
Date of signature: 6/T/// /
WELD COUNTY, CQL¢'RADO
arbara Kirkmeyer, hair
a
Sean P. C'fit!—.. ro-Tem
2011-0740
LC0048
THIS LICENSE EXPIRES APRIL 24, 2012
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License Fee $950.00
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THIS LICENSE MUST BE POSTED IN PUBLIC VIEW
DR 8402(,029/07)
STATE OF COLORADO
DEPARTMENT OF REVENUE
Liquor Enforcement Division
1881 Pierce Street, Suite 108
Lakewood, Colorado 80214
COLORADO CATTLE
COMPANY LLC
COLORADO CATTLE
COMPANY
70008 WCR 132
NEW RAYMER CO 80742
ALCOHOLIC
BEVERAGE LICENSE
Liability Information
Account Number
Casty City Indust Type Liability Date
LICENSE EXPIRES AT MIDNIGHT
14-69166-0000
03 206 999999 B 042511
APR 24, 2012
Type
Name end OescriptIce of License
Fee
1971
HOTEL AND RESTAURANT
$ 75.00
LIQUOR LICENSE - MALT,
VINOUS, AND SPIRITUOUS
2190
COUNTY 85 PERCENT OAP FEE
$ 425.00
TOTALFEE(S)
$ 500.00
This license is issued subject to the laws of the State of Colorado and especially
under the provision
of Title 12, Articles 46 or 47, CRS 1973, as amended. This license is nontransferable and shall be
conspicuously posted in the place above described. This license is only valid through the expiration
date shown above. Questions concerning this license should be addressed to the Department of
Revenue, Liquor Enforcement Division, 1375 Sherman Street, Denver, CO 80261.
In testimony whereof, I have hereunto set my hand.
APR 2 6 2011 4:)_/ /ALA,
Ql d
RLE
Division Director Executive Director
DR 8404 (05/07/09) Page 1
COLORADO DEPARTMENT OF REVENUE
LIQUOR ENFORCEMENT DIVISION
DENVER CO 80261
COLORADO LIQUOR
RETAIL LICENSE APPLICATION
21
® NEW LICENSE ❑ TRANSFER OF OWNERSHIP 0 LICENSE RENEWAL
• ALL ANSWERS MUST BE PRINTED IN BLACK INK OR TYPEWRITTEN
• APPLICANT MUST CHECK THE APPROPRIATE BOX(ES)
• LOCAL LICENSE FEE $ 950
• APPLICANT SHOULD OBTAIN A COPY OF THE COLORADO LIQUOR AND BEER CODE(Call 303-370-2165)
1. Applicant is applying as a
❑ Corporation
❑ Partnership (includes Limited Liability and Husband and Wife Partnerships)
2. Applicant If an LLC, name of LLC; if partnership, at least 2 partner's names; if corporation, name of corporation
Colorado Cattle Company, LLC
2a.Trade Name of Establishment (DBA)
Colorado Cattle Company
3. Address of Premises (specify exact location of premises
70008 WCR 132
DEPARTMENT USE ONLY
❑ Individual
O Limited Liability Company
❑ Association or Other
Fein Number
21-1210789
State Sales Tax No.
28-67692-0000
Business Telephone
970-437-5345
City
New Raymer
4. Mailing Address (Number and Street)
70008 WCR 132
5. If the premises currently have a liquor or beer license, you MUST answer the following questions:
County
Weld
State
CO
State
CO
ZIP Code
80742
City or Town
New Raymer
ZIP Code
80742
Present Trade Name of Establishment (DBA)
Present State License No.
Present Class of License
Present Expiration Date
LIAR SECTION A NONREFUNDABLE APPLICATION FEES
2300 m Application Fee for New License $1,025.00
2302 ❑ Application Fee for New License -
w/Concurrent Review $1,125 00
2310 ❑ Application Fee for Transfer $1,025.00
LIAB SECTION B (CONT.) LIQUOR LICENSE FEES
1985 ❑ Resort Complex License (City) $500.00
1986 ❑ Resort Complex License (County) $500.00
1988 ❑ Add Related Facility to Resort Complex... $ 75.00 X Total
1990 ❑ Club License (City) $308.75
1991 ❑ Club License (County) $308.75
2010 ❑ Tavern License (City) $500.00
2011 ❑ Tavern License (County) $500.00
2012 ❑ Manager Registration - Tavern $ 75.00
2020 ❑ Arts License (City) $308.75
2021 ❑ Arts License (County) $308.75
2030 ❑ Racetrack License (City) $500.00
2031 ❑ Racetrack License (County) $500.00
2040 ❑ Optional Premises License (City) $500.00
2041 ❑ Optional Premises License (County) $500.00
2045 ❑ Vintners Restaurant License (City) $750.00
2046 ❑ Vintners Restaurant License (County) $750.00
2220 ❑ Add Optional Premises to H & R $100.00 X Total
2370 ❑ Master File Location Fee $ 25.00 X Total _
2375 ❑ Master File Background $250.00 X Total _
LIAR SECTION B LIQUOR UCENSE FEES
1905 ❑ Retail Gaming Tavern License (City) $500.00
1906 ❑ Retail Gaming Tavern License (County) $500.00
1940 ❑ Retail Liquor Store License (City) $227.50
1941 ❑ Retail Liquor Store License (County) $312.50
1950 ❑ Liquor Licensed Drugstore (City) $227.50
1951 ❑ Liquor Licensed Drugstore (County) $312.50
1960 ❑ Beer and Wine License (City) . $351.25
1961 ❑ Beer and Wine License (County) $436.25
1970 ❑ Hotel and Restaurant License (City) $500.00
1971 E Hotel and Restaurant License (County) $500.00
1975 ❑ Brew Pub License (City) $750.00
1976 ❑ Brew Pub License (County) $750.00
1980 ❑ Hotel and Restaurant License w/opt premises (City)$500.00
1981 ❑ Hotel and Restaurant License w/opt premises (County) $500.00
1983 ❑ Manager Registration - H & R $ 75.00
DO NOT WRITE IN THIS SPACE - FOR DEPARTMENT OF REVENUE USE ONLY
LIABILITY INFORMATION
County
City
Industry Type
License Account Number
Liability Date
License Issued Through
(Expiration Date)
FROM
TO
State
-750(999)
City
2180.100(999)
County
2190-100 (999)
Managers Reg
-750 (999)
TOTAL
2300-100
(999)
Cann Fund Tnntlr Limn••
2310-100
(999)
•
OR 8404 (05/07/09) Page 2
APPLICATION DOCUMENTS
CHECKLIST AND WORKSHEET
Instructions: This check list should be utilized to assist applicants with filing all required documents for licensure. All documents must
be properly signed and correspond with the name of the applicant exactly. All documents must be typed or legibly printed. Upon final State
approval the license will be mailed to the local licensing authority. Application fees are nonrefundable.
ITEMS SUBMITTED, PLEASE CHECK ALL APPROPRIATE BOXES COMPLETED OR DOCUMENTS SUBMITTED
I. APPLICANT INFORMATION
2 A. Applicant/Licensee identified.
2 B. State sales tax license number listed or applied for at time of application.
V C. License type or other transaction identified.
V D. Return originals to local authority.
0 E. Additional information may be required by the local licensing authority.
II. DIAGRAM OF THE PREMISES
[,a A. No larger than 8 1/2" X 11"
0 B. Dimensions included (doesn't have to be to scale). Exterior areas should show control (fences, walls, etc.).
Z C. Separate diagram for each floor (if multiple levels).
0 D. Kitchen - identified if Hotel and Restaurant.
III. PROOF OF PROPERTY POSSESSION
LK H. Deed in name of the Applicant ONLY (or)
"OD B. Lease in the name of the Applicant ONLY.
i,./ki ■ C. Lease Assignment in the name of the Applicant (ONLY) with proper consent from the Landlord and acceptance by the Applicant.
MEC D. Other Agreement if not deed or lease.
IV. BACKGROUND INFORMATION AND FINANCIAL DOCUMENTS
y. A. Individual History Record(s) (Form DR 8404-I).
V B. Fingerprints taken and submitted to local authority. (State authority for master file applicants.)
• C. Purchase agreement, stock transfer agreement, and or authorization to transfer license.
VD. List of all notes and loans.
V. CORPORATE APPLICANT INFORMATION (If Applicable)
01 ❑ A. Certificate of Incorporation (and/or)
B. Certificate of Good Standing if incorporated more than 2 years ago.
C. Certificate of Authorization if foreign corporation.
"principal
• D. List of officers, directors and stockholders of parent corporation (designate 1 person as officer").
VI. PAR ERSHIP APPLICANT INFORMATION (If Applicable)
A. Partnership Agreement (general or limited). Not needed if husband and wife.
VII. LIMITED LIABILITY COMPANY APPLICANT INFORMATION (If Applicable)
[[ A. Copy of articles of organization (date stamped by Colorado Secretary of State's Office).
B. Copy of operating agreement.
i,/p ❑ C. Certificate of Authority (if foreign company).
VIII. MANAGER REGISTRATION FOR HOTEL AND RESTAURANT, TAVERN LICENSES WHEN INCLUDED WITH THIS
APPLICATION
• A. $75.00 fee.
in B. Individual History Record (DR 8404-I).
DR 8404 (05/07/09) Page 3
6. Is the applicant (including any of the partners, if a partnership; members or manager if a limited liability company; or officers, stock-
holders or directors If a corporation) or manager under the age of twenty-one years?
Yes No
• 67
7. Has the applicant (including any of the partners, if a partnership; members or manager if a limited liability company; or officers,
stockholders or directors if a corporation) or manager ever (in Colorado or any other state);
(a) been denied an alcohol beverage license?
(b) had an alcohol beverage license suspended or revoked?
(c) had interest in another entity that had an alcohol beverage license suspended or revoked?
If you answered yes to 7a, b or c, explain in detail on a separate sheet.
• J
• al
• al
8. Has a liquor license application (same license class), that was located within 500 feet of the proposed premises, been denied within the
preceding two years? If "yes," explain in detail.
❑ i►�
9. Are the premises to be licensed within 500 feet of any public or private school that meets compulsory education requirements of
Colorado law, or the principal campus of any college, university or seminary?
■ 2
10. Has a liquor or beer license ever been issued to the applicant (including any of the partners, if a partnership; members or manager
limited liability company; or officers, stockholders or directors if a corporation)? If yes, identify the name of the business and list
current or former financial interest in said business including any loans to or from a licensee.
if a
any
■ 1j4
11.
a.
Attach
entrances,
to
Does the Applicant, as listed on line 2 of this application,
arrangement?
in
of
have legal possession of the premises by virtue of ownership, lease or
Detail
other
Pi Ownership ■ Lease ■ Other (Explain
PI E
If leased, list name of landlord and tenant, and date
expiration, EXACTLY as they appear on the lease:
Landlord
Tenant
Expires
a diagram and outline or designate the area to be licensed (including dimensions) which shows the bars, brewery, walls, partitions,
exits and what each room shall be utilized for in this business. This diagram should be no larger than 8 12" X 11". (Doesn't have
be to scale)
12. Who, besides the owners listed in this application (including persons, firms, partnerships, corporations, limited liability companies),
will loan or give money, inventory, furniture or equipment to or for use in this business; or who will receive money from this business.
Attach a separate sheet if necessary.
NAME
DATE OF BIRTH
FEIN OR SSN I INTEREST
yarn' A-f.Gf l'i- 10o 6 It
1Qi 1 , L('nmen p Cc g(7v,gFr
J Y11
Attach copies of all notes and security instruments, and any written agreement, or details of any oral agreement, by which
any person (including partnerships, corporations, limited liability companies, etc.) will share in the profit or gross proceeds of
this establishment, and any agreement relating to the business which is contingent or conditional in any way by volume,
profit, sales, giving of advice or consultation.
13. Optional Premises or Hotel and Restaurant Licenses
Has a local ordinance or resolution authorizing optional
Number of separate Optional Premises areas requested.
with Optional Premises
premises been adopted?
(See License Fee Chart)
Yes
No
■
14. Liquor Licensed Drug Store applicants, answer the following:
(a) Does the applicant for a Liquor Licensed Drug Store have a license issued by the Colorado Board of Yes
Pharmacy? COPY MUST BE ATTACHED.
No
■ Pi
15.
Club Liquor License applicants answer the following
(a) Is the applicant organization operated solely
not for pecuniary gain?
(b) Is the applicant organization a regularly
operated solely for the object of a patriotic
(c) How long has the club been incorporated?
(Three years required)
and attach:
for a national, social, fraternal, patriotic, political or athletic purpose and Yes
chartered branch, lodge or chapter of a national organization which is
or fratemal organization or society, but not for pecuniary gain?
(d) Has applicant occupied an establishment for three years
that was operated solely for the reasons stated above?
No
•
■
❑ U
16. Brew -Pub License or Vintner Restaurant Applicants answer the following: Yes No
(a) Has the applicant received or applied fora Federal Permit? ❑ L2
(Copy of permit or application must be attached)
17a. Name of Manager (for all on -premises applicants)
application for a Hotel, Restaurant or Tavem License,
17b. Does this manager act as the manager of, or have
licensed establishment in the State of Colorado? If
flarcy .In Carr (If this is an
8404-I).
Date of Birth
the manager must also submit an Individual History Record (DR
a financial interest in, any other liquor
yes, provide name, type of license and account number.
Yes No
■ U
18. Tax Distraint Information. Does the applicant or any other person listed on this application and including its partners, officers,
directors, stockholders, members (LLC) or managing members (LLC) and any other persons with a 10% or greater financial interest
in the applicant currently have an outstanding tax distraint issued to them by the Colorado Department of Revenue?
If yes, provide an explanation and include copies of any payment agreements.
Yes No
■ d
DR 8404 (05/07/091 Page 4
19. If applicant is a corporation, partnership, association or limited liability company, applicant must list ALL OFFICERS, DIRECTORS,
GENERAL PARTNERS, AND MANAGING MEMBERS. In addition applicant must list any stockholders, partners, or members with OWNER-
SHIP OF 10% OR MORE IN THE APPLICANT. ALL PERSONS LISTED BELOW must also attach form DR 8404-I (Individual History record),
and submit finger print cards to their local licensing authority.
NAME
HOME ADDRESS, CITY & STATE
DOB
POSITION
% OWNED
Darcy Jo Carr
70008 WCR 132 New Raymer, CO 80742
Member
50
'If total ownership percentage disclosed here does not total 100% applicant must check this box
Z! Applicant affirms that no individual other than these disclosed herein, owns 10% or more of the applicant
Additional Documents to be submitted by type of entity
CORPORATION ❑ Cert. of Incorp. ❑ Cert. of Good Standing (if more than 2 yrs. old) ❑ Cert. of Auth. (if a foreign corp.)
❑ PARTNERSHIP ❑ Partnership Agreement (General or Limited) ❑ Husband and Wife partnership (no written agreement)
Z LIMITED LIABILITY COMPANY iV Articles of Organization ❑ Cert. of Authority (if foreign company) Z Operating Agrmt.
❑ ASSOCIATION OR OTHER Attach copy of agreements creating association or relationship between the parties
Registered Agent (if applicable)
Address for Service
OATH OF APPLICANT
I declare under penalty of perjury in the second degree that this application and all attachments are true, correct, and complete
to the best of my knowledge. I also acknowledge that it is my responsibility and the responsibility of my agents and employees
to comply with the provisions of the Colorado Liquor or Beer Code which affect my license.
Authorized Signature -
[L4/y
Title
Member
Dat
2/9/2011
REPOR AND APPROVAL OF LOCAL LICENSING AUTHORITY (CITY/COUNTY)
Date application filed with local authority
_)a -/hill
Date of local authority hearing (for new license applicants; cannot be less
than 30 clays from date of a 'cation 12-47-311 (1)) C.R.S.
03/c)/ ii
THE LOCAL LICENSING AUTHORITY HEREBY AFFIRMS:
Y
That each person required to file DR 8404-I (Individual History Record) has: e, No
Been fingerprinted •
Been subject to background investigation, including NCIC/CCIC check for outstanding warrants � ■
That the local authority has conducted. or intends to conduct, an inspection of the proposed premises to ensure that the applicant is in r�-,/
compliance with, and aware of, liquor code provisions affecting their class of license LE •
(Ch9ck One) O4O
4z I//
Date of Inspection or Anticipated Date 111
• Upon approval of state licensing authority.
The foregoing application has been examined; and the premises, business to be conducted, and character of the applicant are satisfactory.
We do report that such license, if granted, will meet the reasonable requirements of the neighborhood and the desires of the adult inhabitants,
and will comply with the provisions of Title 12. Article 46 or 47, C.R.S. THEREFORE, THIS APPLICATION IS APPROVED.
Local Licensing Authority for
Weld Coun , Colorado
Telephone Number
L70-356--4000 Ext 420
❑ TOWN, CITY
i7 COUNTY
Si lure
Title
Chair, Board of Weld County
Commis*loners
Date
MAR 2 2011
ra
tie Clerk to the Board
Clerk to the Board
Date
MAP 7 "' ?011
: o'/ 727/I
DR 8404-I (01/06/05)
COLORADO DEPARTMENT OF REVENUE
LIQUOR ENFORCEMENT DIVISION
1881 PIERCE STREET RM 108A
DENVER CO 80251
INDIVIDUAL HISTORY RECORD
To be completed by each individual applicant, all general partners of a partnership, and limited partners owning 10% (or more) of
a partnership; all officers and directors of a corporation, and stockholders of a corporation owning 10% (or more) of the stock of
such corporation; all limited liability company MANAGING members, and officers or other limited liability company members
with a 10% (or more) ownership interest in such company and all managers of a Hotel and Restaurant or a Tavern License.
NOTICE: This individual history record provides basic information which is necessary for the licensing authority investigation.
All questions must be answered in their entirety or your application may be delayed or not processed. EVERY answer you give
will be checked for its truthfulness. A deliberate falsehood or omission will jeopardize the application as such falsehood
within itself constitutes evidence regarding the character of the applicant.
1. Name of Business
Colorado Cattle Company, LLC
2. Your Full Name (last, first, middle)
Darcy Jo Carr
3. List any other names you have used.
Darcy Jo Chadwick
4. Mailing address (if different from residence)
70008 WCR 132 New Raymer, CO 80742
Home Telephone
970-437-5345
5. List all residence addresses below. Include current and previous addresses for the past five years.
STREET AND NUMBER
CITY,
STATE,
CO 80742
ZIP
FROM
TO
Current
70008 WCR 132
New Raymer,
4/1/2009
I Present
Previous
3237 Haystack Rd.
1 Castle Rock, CO 80104
8/1/2003
4/1/2009
6. List all current and former employers or businesses engaged in within the last five years (Attach separate sheet if necessary)
NAME OF EMPLOYER
ADDRESS (STREET, NUMBER, CITY, STATE, ZIP)
POSITION HELD
FROM
TO
Colorado Cattle Company, LLC
70008 WCR 132 New Raymer, CO 80742
Owner
4/1/200
Present
7. List the name(s) of relatives working in or holding a financial interest in the Colorado alcohol beverage industry.
NAME OF RELATIVE
RELATIONSHIP TO YOU
POSITION HELD
NAME OF LICENSEE
Thomas Griffin Carr
Husband
Director of Field Sales
Sazerac
6. Have you ever applied for, held, or had an interest in a State of Colorado Liquor or Beer License, or loaned money, furniture or fixtures, equipment or
inventory, to any liquor or beer licensee? If yes, answer in detail. Yes n No
9. Have you ever received a violation notice suspension or revocation, for a liquor law violation, or have you applied for or been denied a liquor or beer
license anywhere in the U.S.? If yes, explain in detail. C; Yes un[, No
10. Have
or do you
[h i Yes
you ever been convicted of a crime or received a suspended sentence, deferred sentence, or forfeited bail for any offense in criminal or military court
have any charges pending? Include arrests for DUI and DWAI. (If yes, explain in detail.)
r4 No
11. Are you currently under probation (supervised or unsupervised), parole, or completing the requirements of a deferred sentence? (if yes, explain in detail.)
❑ Yes Z No
12. Have you ever had any STATE issued licenses suspended, revoked, or denied including a drivers license? (If yes, explain in detail.)
❑Yes ZNo
PERSONAL AND FINANCIAL INFORMATION
Unless otherwise provided by law in 24-72-204 C.R.S., information provided below will be treated as CONFIDENTIAL.
Colorado liquor licensing authorities require the following personal information in order to determine your suitability for licensure pursuant to 12-47-307 C.R.S.
13a. Date of Birth
b. Social Security Number SSN
-
c. Place of Birth
North Platte, Nebraska
d. U.S. Citizen?
I,ZI Yes [[ No
e. If Naturalized, State where
f. When
g. Name of District Court
h. Naturalization Certificate Number
I i. Date of Certification
j. If an Alien, Give Alien's Registration Card Number
k. Permanent Residence Card Number
I. Height
5'5"
m. Weight In. Hair Colorlo.
150 I Brown
Eye Color
Hazel
p. Sex
F
q. Race
Wht
r. Do you have a current Driver's License? If so, give number and state
VI Yes ❑ No
14. Financial Information.
a. Total purchase price $ 7,270,906.44 (if buying an existing business) or investment being made by the applying entity, corporation,
partnership, limited liability company, other $
b. List the total amount of your investment in this business including any notes, loans, cash, services or equipment, operating capital,
stock purchases and fees paid $
c. Provide details of Investment. You must account for the sources of ALL cash (how acquired). Attach a separate sheet if needed.
Type: Cash, Services or Equipment
Source:Name of Bank; Account Type and Number
Amount
Cash
Pamela Mackey, Esq. 105 E. 10 Ave Denver, CO 8020
50,000
Lease Payments
BP Wind Energy North America Inc.
2,700,000
d. Loan Information (attach copies of all notes or loans)
Name of Lender and Account Number
Address
Term
Security
Amount
States Resources Corp.
4848 S 131st St. Omaha, NE 68137
Single Pay
Agricultural
2,989,192.5
E. Penny & Mats Perssons
1590 Rt 473 Elizebethtown PA 170;
60 Months
Agricultural
1,456,248.2
15. Give name of bank where business account will be maintained; Account Name and Account Number; and the name or names of persons
authorized to draw thereon.
Colorado Comrou.nity Bank., Acct # 900226513 Darcy and Thomas Carr
Oath of Applicant
I declare under penalty of perjury in the second degree that this application and all attachments are true, correct, and complete to the best of
my knowledge.
A ed Signature
Title
Date
DR 1404.1 MUM/05)
COLORADO DEPARTMENT OF REVENUE
LIQUOR ENFORCEMENT DIVISION
1881 PIERCE STREET RM 1U8A
DENVER CO 80261
INDIVIDUAL HISTORY RECORD
To be completed by each individual applicant, all general partners of a partnership, and limited partners owning 10% (or more) of
a partnership; all officers and directors of a corporation, and stockholders of a corporation owning 10% (or more) of the stock of
such corporation; all limited liability company MANAGING members, and officers or other limited liability company members
with a 10% (or more) ownership interest in such company and all managers of a Hotel and Restaurant or a Tavern License.
NOTICE: This individual history record provides basic information which is necessary for the licensing authority investigation.
All questions must be answered in their entirety or your application may be delayed or not processed. EVERY answer you give
will be checked for its truthfulness. A deliberate falsehood or omission will jeopardize the application as such falsehood
within Itself constitutes evidence regarding the character of the applicant.
1. Name of Business
CC for CO 44 -St C cvY\.ea 1�v1
2. Your Full Name (last, first, middle) rf [-() I
C air, 1 1 civNas LLJY 1SR— i�
3. List any other names you have used.
4. Mailing address (Ili different from residence)
Home Telephone
¶10—
q3l—
53Lfs
5. List all residence addresses below. Include current and previous addresses for the past five years.
STREET AND NUMBER
CITY, STATE, ZIP
FROM
TO
Current
00 0(.4 W G� 13 p-
1
i(1:? w Zc�.�. j w� e
Apr. 0 `i
[ try j'
Previous
1 '� ?-6,
3-1 -, K 0„Li 5 0C---
,{ t�
CO �S0e-scam , f CO &A nti
Ak.A. C3
if necessary)
Apr, 09
6. List all current and former employers or businesses engaged in within the last five years (Attach separate sheet
NAME OF EMPLOYER
ADDRESS (STREET, NUMBER, CITY, STATE, ZIP)
POSITION HELD
FROM
TO
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7. List the n ) of relatives working in or holding a financial interest in the Colorado alcohol beverage Industry.
NAME OF RELATIVE
RELATIONSHIP TO YOU
POSITION HELD
NAME OF LICENSEE
8. Have you ever applied for, held, or had an interest in a State of Colorado Liquor or Beer License, or loaned money, furniture or fixtures, equipment or
inventory, to any liquor or beer licensee? If yes, answer in detail. Yes No
notice suspension or revocation,
explain in detail.
9. Have you ever received a violation
license anywhere In the U.S.? If yes,
for a liquor law iolation, or have you applied for or been denied a liquor or beer
Yes No
10. Have you ever been convicted of a come nr refr-ived a suspended sentence, deferred sentence, or forfeited ball for any offense In criminal or military court
or do yoy have any charges pending' Include arrests for DUI and DWAI. (If yea, explain In detail.)
❑ Yes ,(No
11. Are you needy under probation (supervised or unsupervised). parole, or completing the requirements of a deferred sentence? (If yes, explain in detail.)
Ves �[' No
12. Have y ever had any STATE issued licenses suspended, revoked, or denied including a drivers license? (if yes, explain in detail.)
i 1Yes No
PERSONAL AND FINANCIAL INFORMATION
Unless otherwise provided by law in 24-72-204 C.R.S., information provided below will be treated as CONFIDENTIAL.
Colorado liquor licensing authorities require the following personal information in order to determine your suitability for licensure pursuant to 1247-307 C.R.S.
13a. Date of Birth
b. Social Security Number SSN
c. Place of Birth
(ne r"c cA , 04
d. U.S. Citizen?
Yes ■ No
e. If Naturalized, State where
f. When
g. Name of District Court
h. Naturalization Certificate Number
i. Date of Certification
I. If an Alien, Give Alien's Registration Card Number I k. Permanent Residence Card Number
I. Height
ght
m. Weight
eiy0
n. Hair Color
3r✓°w
1
o. Eye Color
N()act
p. Sex q. Race
� L
r. Do you have a current Driver's License? If so, give number and �state
Yes CNo
Financial Information. Ct L(
a. Total purchase price $ %' /1 r c7, O L to IC ' � ` (if buying an existing business) or investment being made by the applying entity, corporation,
partnership, limited liability company, other $
b. List the total amount of your investment in this business including any notes, loans, cash, services or equipment, operating capital,
stock purchases and fees paid $
c. Provide details of Investment. You must account for the sources of ALL cash (how acquired). Attach a separate sheet if needed.
Type: Cash, Services or Equipment
Source:Name of Bank; Account Type and
Amount
f
(I to -
f�``rN-umber ,(q7y�-�
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d. Loan Information (attach copies of all notes or loans)
Name of Lender and Account Number
Address
Term
Security
Amount
-CL. "Oni-\ `k:4'
lee F t -r,0,- rr\ �-. L1ref oI-N
30 yrs.
Ack
3,0 rti
� ,'Vc,i '1 4 s Ve-r
. tr.5 1590 2+413 g. is
N -tca .\
V1C�,.
1 • L\ (A.
1,00 free
0
15. Give name of bank where business account will be maintained; Account Name and Account Number; and the name or names of persons
authorized to dry, thereog
(,p1or(ICAO l.£:.-•r„re•Ai v\c-4.t ct 'C- AC..-+ ,..4#c9
-�rve Ma -S CcwY
Oath of Applicant
I declare under pe alty of pe the second degree that this application and all attachments are true, correct, and complete to the best of
cthiknowledge.
Title man
Date
orized $41
Sheila Clouse
488 California St
Sterling, CO 80751
February 10, 2011
Board Of County Commissioners
P.O. Box 758
Greely, Colorado 80632
RE: Colorado Cattle Company Liquor License Application
To Whom it May Concern:
I would like to recommend Darcy Carr of the Colorado Cattle Company for a liquor license.
As an employee of the Colorado Cattle Company for the past six years, I feel that she is a
deserving candidate for a liquor License, for the Colorado Cattle Company, LLC through the
Liquor Enforcement Division of the State of Colorado Department of Revenue.
I have known Darcy Carr for the last 10 years as a guest of the ranch and now for the past 3
years as the new owner. I feel that Darcy Carr has all of the attributes needed to receive the
necessary approvals for a liquor license. I highly recommend Darcy Carr for approval of the
liquor license application with Board of County Commissioners of Weld County and the
State of (Colorado.
Sheila Clouse
JP Komorny
405 South Oak Street
Kimball, Nebraska 69145
February 9, 2011
Board Of County Commissioners
P.O. Box 758
Greely, Colorado 80632
RE: Colorado Cattle Company Liquor License Application
Dear Sir or Madam:
I would like to take an opportunity to offer a formal recommendation for Darcy Jo Carr of the Colorado Cattle
Company for a liquor license. As the recent Director of Economic Development for the City of Kimball,
Nebraska, I have known Darcy for approximately three years and feel that she is a deserving candidate for a
liquor License, for the Colorado Cattle Company, LLC through the Liquor Enforcement Division of the State
of Colorado Department of Revenue.
I have known Darcy Carr specifically in the Capacity as the owner for the Colorado Cattle Company which has
been part of the economic region of the City of Kimball, Nebraska. Darcy and the Colorado Cattle Company
has been a continued asset to the increased community benefit of the City of Kimball by utilizing various retail
establishments and local events for guest services of the Colorado Cattle Company throughout their guest
season.
I believe Darcy exhibits all of the characteristics that are essential to receiving the necessary approvals for a
liquor license. I highly recommend Darcy Carr for approval of the liquor license application with Board of
County Commissioners of Weld County and the State of Colorado.
Sincerely,
P Komori
Keith Abshire
700 Louisiana St.
Houston, TX 77002
February 9, 2011
Board Of County Commissioners
P.O. Box 758
Greely, Colorado 80632
RE: Colorado Cattle Company Liquor License Application
To Whom it May Concern:
I would like formally recommend Darcy Carr owner of the Colorado Cattle Company for a
liquor license for the Colorado Cattle Company located at 70008 WCR 132 New Raymer,
CO 80742.
I have known Darcy Carr this past year as a guest of the ranch and as the site construction
Manager for BP Wind Energy responsible for managing the construction of the Cedar
Creek II wind project. I feel that Darcy Carr has the essential attributes needed to receive
the necessary approvals for a liquor license. I highly recommend Darcy Carr for approval of
the liquor license application with Board of County Commissioners of Weld County and the
State of Colorado.
aA
Si
Keith Abshire
CIVIL APPLICANT RESPONSE
ICN E2010069000000014111 CIDN OCA CO0620000
CARR,DARCY JO W 505
MNU SOC SEX F
FPC
HENRY CLASS API
COCBI0000 COLORADO B OF I DATE FP
DENVER CO 2010/02/25
A SEARCH OF THE FINGERPRINTS ON THE ABOVE
INDIVIDUAL HAS REVEALED NO PRIOR ARREST
DATA. CJIS DIVISION
2010/03/10 FEDERAL BUREAU OF INVESTIGATION
C0CBI0000
CO BUREAU OF INVEST
COLORADO CRIME INFO CTR
STE 3000
Date 03/09/10
SO WELD COUNTY RECORDS GREELEY
1950 "O" STREET
GREELEY, CO 80631
RE: CARR. DARCY JO DATE OF BIRTH:
SOC:
No Colorado record of arrest has been located based on above name and
date of birth or through a search of our fingerprint files.
The Colorado Bureau of Investigation's database contains detailed
information of arrest records based upon fingerprints provided by
Colorado law enforcement agencies. Arrests which are not supported by
fingerprints will not be included in this database. On occasion the
Colorado criminal history will contain disposition information provided
by the Colorado Judicial system. Additionally, warrant information,
sealed records, and juvenile records are not available to the public.
Since a record may be established after the time a report was
requested, the data is only valid as of the date issued. Therefore,
if there is a subsequent need for the record. it is recommended another
check be made.
Falsifying or altering this document with the intent to misrepresent
the contents of the record is prohibited by law and may be punishable
as a felony when done with intent to injure or defraud any person.
Sincerely,
Ronald C. Sloan, Director
Colorado Bureau of InvestigationEiL
07/18/2011 08:52 FAX 3046460 weld county sheriff
_i 0002/0004
DATE 05/16/2011
SO WELD COUNTY RECORDS GREELEY
1950 "O" STREET
GREELEY, CO 80631
RE: CARR,THOMAS GRIFFIN DATE OF BIRTH.:
SOC: XXX-XX-
No Colorado record of arrest.. has been located based on above name
and date of birth or through a search of our fingerprint files.
The Colorado Bureau of Investigation's database contains detailed
information of arrest records based upon fingerprints provided by
Colorado law enforcement agencies. Arrests which are not.
supported by fingerprints will not be included in this database.
On occasion the Colorado criminal history will contain
disposition information provided by the Colorado Judicial system.
Additionally, warrant information, sealed records, and juvenile
records are not available to the public.
Since a record may be established after the time a report was
requested, the data is only valid as of the date issued.
Therefore, if there is a subsequent need for the record, it is
recommended another check be made.
Falsifying or altering this document with the intent to
misrepresent the contents of the record is prohibited by law and
may be punishable as a felony when done with intent to injure or
defraud any person.
Sincerely,
Ronald C. Sloan, Director
Colorado Bureau of Investigation
07/18/2011 08:53 FAX 3046460
O131 SUDS
weld county sheriff
U0003/0004
Page 1 of 2
Colorado Bureau of Investigation secure Document Delivery System
Record Info
Record 1 Length:
ANSI Version:
File Content:
TOT:
Date:
Destination Agency
ID:
Originating Agency
ID:
Transaction
Number:
Transaction Control
Response:
113
0200
Multiple fief
1 1
2 00
SEARCH RESULT
20110516
SNF
COCBI0000
014C80583580
Demographic Info
Record 2
Length:
Counter:
Originating
Agency:
Social Security
Number:
Name:
Date of Birth:
Electronic Rap
Sheet:
https://sdds.state.co.us/secureserver/RecordDetail.aspx
1649
00
CC0620000
CARR,THOMAS GRIFFIN
DATE 05/16/2011
SO WELD COUNTY RECORDS GREELEY
1950 "O" STREET
GREELEY, CO 80631
RE: CARR,THOMAS GRIFFIN DATE OF
BIRTH:
SOC:
No Colorado record of arrest has been
located based on above name
and date of birth or through a search
of our fingerprint files.
The Colorado Bureau of Investigation's
database contains detailed
information of arrest records based
upon fingerprints provided by
Colorado law enforcement agencies.
Arrests which are not
supported by fingerprints will not be
included in this database.
On occasion the Colorado criminal
history will contain
disposition information provided by the
Colorado Judicial system.
Additionally, warrant information,
sealed records, and juvenile
records are not available to the public.
Since a record may be established
after the time a report was
requested, the data Is only valid as of
the date issued.
7/18/2011
07/18/2011 08:54 FAX 3046460 weld county sheriff
U31 SL)DS
20004/0004
Page 2 of 2
List_Of this typ.
Neet�_Hel�?
Therefore, if there is a subsequent
need for the record, it is
recommended another check be made.
Falsifying or altering this document
with the intent to
misrepresent the contents of the
record is prohibited by law and
may be punishable as a felony when
done with intent to injure or
defraud any person.
Sincerely,
Ronald C. Sloan, Director
Colorado Bureau of Investigation
2.96: N
Original TOT: NFUF
Contact (303) 239-4208 Your Browser Neprfs
https://sdds.state.co.us/secureserver/RecordDetail.aspx 7/18/2011
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2/8/2011
OFFICE OF THE SECRETARY OF STATE
OF THE STATE OF COLORADO
CERTIFICATE
I, Scott Gessler, as the Secretary of State of the State of Colorado, hereby certify that, according to the
records of this office,
Colorado Cattle Company, LLC
is a Limited Liability Company formed or registered on 03/27/2006 under the law of Colorado, has
complied with all applicable requirements of this office, and is in good standing with this office. This
entity has been assigned entity identification number 20061130125.
This certificate reflects facts established or disclosed by documents delivered to this office on paper
through 01/31/2011 that have been posted, and by documents delivered to this office electronically
through 02/02/2011 @ 16:16:14.
I have affixed hereto the Great Seal of the State of Colorado and duly generated, executed, authenticated,
issued, delivered and communicated this official certificate at Denver, Colorado on 02/02/2011 @
16:16:14 pursuant to and in accordance with applicable law. This certificate is assigned Confirmation
Number 7856360.
Secretary of State of the State of Colorado
****sate******asr$****** wrtrft******$******EndofCerafrcate************************************ssartrs
Notice: A certificate issued electronically from the Colorado Secretary of State's Web site is fully and immediately valid and effective. However,
as an option, the issuance and validity of a certificate obtained electronically may be established by visiting the Certificate Confirmation Page of
the Secretary of State's Web site, hap: 'wit o'.sos.stale azis'i_q'ernlcate.ScarchCritenado entering the certificate's confirmation number
displayed on the certificate, and following the instructions displayed. S'onfirminc the issuance of a certificate is merely optional and is not
necessary to the valid and effective issuance of a certificate. For more information, visit our Web site, Inv:Milli innrsas.stalc. Co. ms:' click Business
Center and select "Frequently Asked Questions."
CERTGS IDRevised 0820/2008
Document processing fee
If document is filed on paper
If document is filed electronically
Fees & forms/cover sheets
are subject to change.
To file electronically, access instructions
for this form/cover sheet and other
information or print copies of filed
documents, visit www.sos.state.co.us
and select Business Center.
Paper documents must be typewritten or machine printed.
-Filed
$125.00
$ 25.00
Colorado Secretary of State
Date and Time: 03/27/2006 05:16 PM
Entity Id: 20061130125
Document number: 20061130125
ABOVE SPACE FOR OFFICE USE ONLY
Articles of Organization
filed pursuant to 57-90-301, et seq. and §7-80-204 of the Colorado Revised Statutes (C.R.S)
1. Entity name:
2. Use of Restricted Words (f any of these
terms are contained in an entity name, true
name of an entity, trade name or trademark
stated in this document, mark the applicable
box):
3. Principal office street address:
4. Principal office mailing address
(if different from above):
Colorado Cattle Company, LLC
(The name of a limited liability company must contain the term or abbreviation "limited
liability company" "ltd liability company" "limited liability co.", "ltd liability Co. ",
"limited" "Ile", "/.1.c.", or "ltd." §7-90601, C.R.S)
❑ "bank" or "trust" or any derivative thereof
❑ "credit union" ❑ "savings and loan"
O "insurance", "casualty", "mutual", or "surety"
70002 WCR 32
(Street name and number)
New Raymer CO 80742
(City) (State (Postal/hp Code)
United States
(Province -if applicable) (Country - if not US)
(Street name and number or Post Office Box information)
(City)
(State) (Postal/Zip Code)
(Province -if applicable) (Country- ifnot US)
5. Registered agent name (if an individual):
(last) (First) (Middle) (S u)
OR (if a business organization): Corporation Service Company
6. The person identified above as registered agent has consented to being so appointed.
7. Registered agent street address: 1560 Broadway
ARTORO_LLC
(Street name and number)
Denver
(City)
CO 80202
(State) (Postal/Zip Code)
Page 1 of Rev. 11/1612005
8. Registered agent mailing address
(if different from above): (Street name and number or Post Office Box information)
(City)
(State) (Postat/Zip Code)
(Province - if applicable) (Country -(ye not US)
9. Name(s) and mailing address(es)
of person(s) forming the limited
liability company:
(if an individual) Persson
OR (if a business organization)
Mats
(Last) (First)
(Middle) (Suffx)
70002 WCR 32
(Street name and number or Post Office Box information)
New Raymer CO 80742
(City)
Unte&States Posa/71pCode)
(Province- if applicable) (Country - if not US)
(if an individual) Persson
OR (if a business organization)
(Last)
Penny
(First)
(Middle) (Sea)
70002 WCR 32
(Street name and number or Post Office Box information)
New Raymer CO 80742
(City) UnT&'States (Pasa?lpCode)
(Province —if applicable) (Country— if not US)
(if an individual)
(Last) (First) (Middle)
(Suffix)
OR (if a business organization)
(Street name and number or Post Office Box information)
(City)
Une8 States (Postal/Zip Code)
(Province —ifapplicable) (Country- if not US)
(If more than three persons are forming the limited liability company, mark this box ❑ and include an attachment stating the true
names and mailing addresses of all additional persons forming the limited liability company)
10. The management of the limited liability company is vested in managers O
OR is vested in the members
I I . There is at least one member of the limited liability company.
ARTORG_LLC
Page 2 of 3 Rev. 11/16/2005
12. (Optional) Delayed effective date:
(mm/dd/yjryy)
13. Additional information may be included pursuant to other organic statutes such as title 12, C.R.S. If
applicable, mark this box ❑ and include an attachment stating the additional information.
Notice:
Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or
acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the
individual's act and deed, or that the individual in good faith believes the document is the act and deed of the
person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity
with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic
statutes, and that the individual in good faith believes the facts stated in the document are true and the
document complies with the requirements of that Part, the constituent documents, and the organic statutes.
This perjury notice applies to each individual who causes this document to be delivered to the secretary of
state, whether or not such individual is named in the document as one who has caused it to be delivered.
14. Name(s) and address(es) of the
individual(s) causing the document
to be delivered for filing:
Mackey
Pamela R.
14130 Berry Road
(First)
(Middle) (Suffix)
(Street name and number or Post Office Box information)
Golden CO 80401
(City)
urllte`&states (Pastal/Zip Code)
(Province - if applicable) (Country— if not US)
(The document need not state the true name and address of more than one individual. However, ifyou wish to state the name and address
of any additional individuals causing the document to be delivered for filing, mark this box ❑ and include an attachment stating the
name and address of such individuals.)
Disclaimer:
This form, and any related instructions, are not intended to provide legal, business or tax advice, and are
offered as a public service without representation or warranty. While this form is believed to satisfy minimum
legal requirements as of its revision date, compliance with applicable law, as the same may be amended from
time to time, remains the responsibility of the user of this form. Questions should be addressed to the user's
attorney.
ARTORG_LLC
Page 3 of 3 Rev. 11/16/2005
Document must be filed electronically
Paper documents will not be accepted.
Document processing fee
Fees B. forms/cover sheets
are subject to change.
To access other information or print
copies of filed documents,
visit www.sos.state.co.us and
select Business Center.
-FJled
Colorado Secretary of State
Date and Time: 04/07/2010 01:43 PM
ID Number: 20061130125
Document number: 20101203064
$10.00 Amount Paid: $10.00
ABOVE SPACE FOR OFFICE USE ONLY
Statement of Change
Changing the Registered Agent Information
filed pursuant to § 7-90-305.5 and § 7-90-702 of the Colorado Revised Statutes (C.R.S.)
I. The entity ID number and the entity name, or, if the entity does not have an entity name, the true name are
20061130125
Entity ID number
Entity name or True name
(Colorado Secretary of State ID number)
Colorado Cattle Company, LLC
2. (If applicable, adopt the following statement by marking the bar and enter all changes)
0 The registered agent name has changed.
Such name, as changed, is
Name
(if an individual)
OR
(if an entity)
Williamson Levi
D.
(Last)
(First)
(Middle) (Buffo)
(Caution: Do not provide both an individual and an entity name)
(The following statement is adopted by marking the bas)
0 The person appointed as registered agent has consented to being so appointed.
3. (If applicable, adopt the following statement by marking the bar and enter all changes)
Q The registered agent address of the registered agent has changed.
Such address, as changed, is
Street address
214 Poplar Street
(Street number and name)
Sterling
rein)
CHANGE RA Page 1 of 3
co 80751
(State) (ZIP Code)
Rev. 4/10/2009
Mailing address
(leave blank if same as street address) (Street number and name or Part Office Bar information)
CO
(Stale) (LIP Code)
4. (lfapplicable, adopt the following statement by marking the bar.)
❑✓ The person appointed as registered agent has delivered notice of the change to the entity.
5. inapplicable, adopt the following statement by marking the box and include an attachment)
O This document contains additional information as provided by law.
6. (Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant
legal consequences. Read instructions before entering a date.)
(If the following statement applies, adopt the statement by entering a date and, ifapplicable, time using the required format.)
The delayed effective date and, if applicable, time of this document are
(mm/dd/yyyy hour: minute am/pm)
Notice:
Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or
acknowledgment of each individual causing such delivery, under penalties of perjury, that such document is
such individual's act and deed, or that such individual in good faith believes such document is the act and deed
of the person on whose behalf such individual is causing such document to be delivered for filing, taken in
conformity with the requirements of part 3 of article 90 of title 7, C.R.S. and, if applicable, the constituent
documents and the organic statutes, and that such individual in good faith believes the facts stated in such
document are true and such document complies with the requirements of that Part, the constituent documents,
and the organic statutes.
This perjury notice applies to each individual who causes this document to be delivered to the Secretary of
State, whether or not such individual is identified in this document as one who has caused it to be delivered.
7. The true name and mailing address of the individual causing this document to be delivered for filing are
Williamson Levi
D.
214 Pop ar)Street
(First)
(Middle) (Suffix)
(Street number and name or Post Office Box information)
Sterling CO 80751
(City)
UniteU)States P(ZI Code)
•
(Province - if applicable) (Country)
(ifapplicable, adopt the following statement by marking the box and include an attachment.)
O This document contains the true name and mailing address of one or more additional individuals
causing the document to be delivered for filing.
Disclaimer:
This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice,
and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy
minimum legal requirements as of its revision date, compliance with applicable law, as the same may be
CHANGE_ RA
Page 2 of 3 Rev. 4/102009
amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should
be addressed to the user's legal, business or tax advisor(s).
CHANGE_ RA
Page 3 of 3 Rev. 4/10/2009
Document processing fee
If document is filed on paper
If document is filed electronically
Late fee if entity is in noncompliant status
If document is filed on paper
If document is filed electronically
Fees & forms/cover sheets
are subject to change.
To file electronically, access instructions
for this form/cover sheet and other
information or print copies of filed
documents, visit www.sosstate.co.us
and select Business Center.
Paper documents must be typewritten or machine printed.
-Filed
$100.00
$ 10.00
$ 50.00
$ 40.00
Colorado Secretary of State
Date and Time: 04/07/2010 01:36 PM
ID Number: 20061130125
Document number: 20101203049
Amount Paid: $10.00
ABOVE SPACE FOR OFFICE. USE ONLY
Annual Report
filed pursuant to §7-90-301, et seq. and §7-90-501 of the Colorado Revised Statutes (C.R.S)
ID number: 20061130125
Entity name:
Colorado Cattle Company, LLC
Jurisdiction under the law of which the
entity was formed or registered: Colorado
I. Principal office street address:
2. Principal office mailing address:
(if different from above)
70008 WCR 132
(Street name and number)
New Raymer
CO 80742
(City)
(Province if applicable)
State) U States(Postal/Zip Code) nited
(Country — if not US)
(Street name and number or Post Office Box information)
(City)
(State) (Postal/Zip Code)
(Province —rf applicable) (Country —((not US)
Williamson Levi D.
3. Registered agent name: (if an individual)
OR (if a business organization)
(First)
(Middle) (Selz)
4. The person identified above as registered agent has consented to being so appointed.
REPORT
Page 1 uf 2 Rev. 07/17/08
5. Registered agent street address:
214 Poplar Street
(Street name and number)
Sterling Co 80751
(City) (State) (Postal/Zip Code)
6. Registered agent mailing address:
(if different from above) (Street name and number or Post Office Box information)
Notice:
(City)
(State) (Postal/Zip Code)
(Province —if applicable) (Country— if not US)
Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or
acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the
individual's act and deed, or that the individual in good faith believes the document is the act-aad.daed.of the
person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity
with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic
statutes, and that the individual in good faith believes the facts stated in the document are true and the
document complies with the requirements of that Part, the constituent documents, and the organic statutes.
This perjury notice applies to each individual who causes this document to be delivered to the secretary of
state, whether or not such individual is named in the document as one who has caused it to be delivered.
7. Name(s) and address(es) of the
individual(s) causing the document
to be delivered for filing:
Williamson Levi D.
Oast)
214 Poplar Street
(First)
(Middle) (Suffix)
(Street name and number or Post Office Box information)
Sterling CO 80751
(Ci09
(State) (Postal/Zip Code)
United States
(Province - if applicable) (Country - ((not US)
(The document need not state the true name and address of more than one individual. However, f you wish to state the name and address
of any additional individuals causing the document to be delivered for filing, mark this box ❑ and include an attachment stating the
name and address of such individuals.)
Disclaimer:
This form, and any related instructions, are not intended to provide legal, business or tax advice, and are
offered as a public service without representation or warranty. While this form is believed to satisfy minimum
legal requirements as of its revision date, compliance with applicable law, as the same may be amended from
time to time, remains the responsibility of the user of this form. Questions should be addressed to the user's
attorney.
REPORT
Page 2 oft Rev. 07/17/08
COMMERCIAL GUARANTY
RE1<
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing has been omitted due to text length limitations.
Borrower: Colorado Cattle Company, LLC
70008 WCR 132
New Raymer, CO 80742
Guarantor: Charlotte Chadwick
2331 North Prospect Street
Colorado Springs, CO 80907
Lender: States Resources Corp.
4848 South 131st Street
Omaha, NE 68137-1822
CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally
guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all
Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so
Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to
pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor
will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same -day funds, without set-off or
deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty,
Guarantor's liability is unlimited and Guarantor's obligations are continuing.
INDEBTEDNESS. The word Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any
one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees,
arising from any and all debts, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired, that Borrower
individually or collectively or interchangeably with others, owes or will owe Lender. "Indebtedness" includes, without limitation, loans, advances,
debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any interest rate protection
agreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, and liabilities of Borrower,
and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate
or substitute these debts, liabilities and obligations whether: voluntarily or involuntarily incurred; due or to become due by their terms or
acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature or
arising from a guaranty or surety; secured or unsecured; joint or several or joint and several; evidenced by a negotiable or non-negotiable
instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any
transactions that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and originated then reduced or
extinguished and then afterwards increased or reinstated.
If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties
shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) effect or Invalidate any such other guaranties.
Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties.
CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY' UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND
PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR
HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE
INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY
REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO
BALANCE FROM TIME TO TIME.
DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any
notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of
any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have
been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of
revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing.
Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarantor's written revocation.
For this purpose and without limitation, the term 'new Indebtedness' does not include the Indebtedness which at the time of notice of
revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. For this
purpose and without limitation, "new Indebtedness" does not include all or part of the Indebtedness that is: incurred by Borrower prior to
revocation; incurred under a commitment that became binding before revocation; any renewals, extensions, substitutions, and modifications of
the Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or
incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other
legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect.
Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this
Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this
Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor
specifically acknowledges and agrees that reductions in the amount of the indebtedness, even to zero dollars ($0.00), shall not constitute a
termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's hairs, successors and assigns so long as any of the
Indebtedness remains unpaid end even though the Indebtedness may from time to time be zero dolars ($0.00).
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or
demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, to make
one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend
additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment
or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the
Indebtedness; extensions may be repeated end may be for longer than the original loan term; (C) to take and hold security for the payment of
this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with
or without the substitution of new collateral; ID) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties,
endorsers, or other guarantors on any terms or in any manner Lender may choose; (El to determine how, when and what application of
payments and credits shall be made on the Indebtedness; IF) to apply such security and direct the order or manner of sale thereof, including
without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion
may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (HI to assign or transfer this
Guaranty in whole or in part.
Loan No: 6554802A-96
COMMERCIAL GUARANTY
(Continued) Page 2
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or
agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is
executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty;
ID) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor
and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without
the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of
Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form
acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to
Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial
information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent
financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H)
no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or
threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established
adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to
keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this
Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any
information or documents acquired by Lender in the course of its relationship with Borrower,
GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending
money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any
nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower,
Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional
loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor;
(D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give
notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with
any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any
act or omission of any kind, or at any time, with respect to any matter whatsoever.
Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or
defenses arising by reason of (A) any "one action" or "anti -deficiency" law or any other law which may prevent Lender from bringing any
action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action,
either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects
Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of
rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of
Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other
than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified
impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against
Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses
given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower,
whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment
to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the
Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty.
Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any
claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the
Borrower, the Guarantor, or both.
GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is
made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and
not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be
effective only to the extent permitted by law or public policy.
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter
created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes
insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any
claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower,
through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to
the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness.
Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in
bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in
legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of
Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor
agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements
and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve end enforce its rights
under this Guaranty.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty:
Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as
to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and
signed by the party or parties sought to be charged or bound by the alteration or amendment.
Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's reasonable costs and expenses, including Lender's
attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay
someone else to help enforce this Guaranty, and Guarantor shall pay the reasonable costs and expenses of such enforcement. Costs and
expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal
expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated
post -judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court.
Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the
provisions of this Guaranty.
Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the
Loan No: 6554802A-96
COMMERCIAL GUARANTY
(Continued) Page 3
laws of the State of Colorado without regard to its conflicts of law provisions.
Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Weld County,
State of Colorado.
Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the
opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol
evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses,
claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the
warranties, representations and agreements of this paragraph.
Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall
be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower
named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor"
respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors,
assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that
fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the
provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. It any one or more of
Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire
into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on
their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this
Guaranty.
Notices. Any notice required to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor,
shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with
a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail
postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be in
writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled 'DURATION OF GUARANTY.'
Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the
purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of
Guarantor's current address. Unless otherwise provided or required by law, if there is more than one Guarantor, any notice given by Lender
to any Guarantor is deemed to be notice given to all Guarantors.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and
signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other
right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand
strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between
Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions.
Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any Instance shall not constitute
continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in
the sole discretion of Lender.
Successors and Assigns. Subject to any limitations stated in this Guaranty on transfer of Guarantor's interest, this Guaranty shall be
binding upon and inure to the benefit of the parties, their successors and assigns.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically
stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms
used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise
defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code:
Borrower. The word "Borrower' means Colorado Cattle Company, LLC and includes all co-signers and co -makers signing the Note and all
their successors and assigns.
Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Charlotte Chadwick, and in each
case, any signer's successors and assigns.
Guaranty. The word 'Guaranty' means this guaranty from Guarantor to Lender.
Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty.
Lender. The word "Lender" means States Resources Corp., its successors end assigns.
Note. The word "Note" means and includes without limitation all of Borrower's promissory notes and/or credit agreements evidencing
Borrower's loan obligations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations
of and substitutions for promissory notes or credit agreements.
Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements end documents, whether now or hereafter existing, executed in connection with the Indebtedness.
EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO RS
TERMS. IN ADDITION. EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND
DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH
IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY
EFFECTIVE. THIS GUARANTY IS DATED NOVEMBER 6, 20O9.
GUARANTOR:
X
Charlotte Chadwick
Loan No: 6554802A-96
COMMERCIAL GUARANTY
(Continued) Page 4
INDIVIDUAL ACKNOWLEDGMENT
STATE OF
ISS
COUNTY OF
On this day before me, the undersigned Notary Public, personally appeared Charlotte Chadwick, to me known to be the individual described in
and who executed the Commercial Guaranty, and acknowledged that he or she signed the Guaranty as his or her free and voluntary act and
deed, for the uses and purposes therein mentioned.
Given under my hand and official seal this day of . 20
By Residing at
Notary Public in and for the State of My commission expires
AGRICULTURAL SECURITY AGREEMENT
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing has been omitted due to text length limitations.
Grantor: Colorado Cattle Company, LLC
70008 WCR 132
New Rayner, CO 80742
Lender:
States Resources Corp.
4848 South 131st Street
Omaha, NE 68137-1822
THIS AGRICULTURAL SECURITY AGREEMENT dated November 6, 2009, is made and executed between Colorado Cattle Company. LLC
("Grantor") and States Resources Corp. ("Lender").
GRANT OF SECURITY INTEREST. For valuable consideration. Grantor grants to Lender a security interest in the Collateral to secure the
Indebtedness and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights
which Lender may have by law.
COLLATERAL DESCRIPTION. The word "Collateral" as used in this Agreement means the following described property, whether now owned or
hereafter acquired, whether now existing or hereafter arising, and wherever located, in which Grantor is giving to Lender a security interest for
the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement:
All Inventory, Chattel Paper, Accounts, Equipment, General Intangibles, Crops, Farm Products, Livestock (including all increase and
supplies) and Farm Equipment Refer to attached Real Estate Description.: Land Lease and Wind Easement between Colorado Cattle
Company. LLC (Lessor) and BP Wind Energy North America Inc. A Virginia Corporation (Lessee) dated October 17th. 2007 on the
Property is all the following tracts or parcel of land siturated in Weld County, State of Colorado consisiting of 5.720 acres more
particularly describded in the attached Exibit 'A".
The Collateral includes any and all of Grantor's present and future inventory (including consigned inventory), related equipment, goods,
merchandise end other items of personal property, no matter where located, of every type and description, including without limitation any and
all of Grantor's present and future raw materials, components, work -in -process, finished items, packing and shipping materials, containers,
items held for sale, items held for lease, items for which Grantor is lessor, goods to be furnished under contract for services, materials used or
consumed in Grantor's business, whether held by Grantor or by others, and all documents of title, warehouse receipts, bills of lading, and other
documents of every type covering all or any part of the foregoing, and any and all additions thereto and substitutions or replacements therefor,
and all accessories, attachments, and accessions thereto, whether added now or later, end all products and proceeds derived or to be derived
therefrom, including without limitation all insurance proceeds and refunds of insurance premiums, if any, and all sums that may be due from
third parties who may cause damage to any of the foregoing, or from any insurer, whether due to judgment, settlement, or other process, and
any and all present and future accounts, contract rights, chattel paper, instruments, documents, and notes that may be derived from the sale,
lease or other disposition of any of the foregoing, and any rights of Grantor to collect or enforce payment thereof, as well as to enforce any
guarantees of the forgoing and security therefor, and all of Grantor's present and future general intangibles in any way related or pertaining to
the ownership, operation, use, or collection of any of the foregoing, including without limitation Grantor's books, records, files, computer disks
and software, and all rights that Grantor may have with regard thereto. Inventory includes Inventory temporarily out of Grantor's possession or
custody and all retums on accounts, chattel paper and instruments.
The Collateral includes any and all of Grantor's present and future chattel paper, equipment leases, retail installment contracts, notes and chattel
mortgages, notes and security agreements, instruments, documents, and all other similar obligations and indebtedness that may now and in the
future be owed to or held by Grantor from whatever source arising, and all monies and proceeds payable thereunder, and all of Grantor's rights
and remedies to collect end enforce payment end performance thereof, as well as to enforce any guaranties of the foregoing and security
therefor, and all of Grantor's present and future rights, title and interest in and with respect to the goods or other property that may give rise to
or that may secure any of the foregoing, including without limitation Grantor's insurance rights with regard thereto, and any and all present and
future general intangibles of Grantor in any way related or pertaining to any of the foregoing, including without limitation Grantor's account
ledgers, books, records, files, computer disks and software, and all rights that Grantor may have with regard thereto.
The Collateral includes any and all of Grantor's present and future accounts, accounts receivable, other receivables, contract rights, instruments,
documents, notes, and all other similar obligations and indebtedness that may now and in the future be owed to or held by Grantor from
whatever source arising, and all monies and proceeds payable thereunder, and all of Grantor's rights and remedies to collect and enforce
payment and performance thereof, as well as to enforce any guaranties of the foregoing and security therefor, and all of Grantor's present and
future rights, title and interest in and with respect to the goods, services, and other property that may give rise to or that may secure any of the
foregoing, including without limitation Grantor's insurance rights with regard thereto, and all present and future general intangibles of Grantor in
any way related or pertaining to any of the foregoing, including without limitation Grantor's account ledgers, books, records, files, computer
disks and software, and all rights that Grantor may have with regard thereto.
The Collateral includes any and all of Grantor's now owned and hereafter acquired equipment, machinery, furniture, furnishings and fixtures of
every type and description, and all accessories, attachments, accessions, substitutions, replacements and additions thereto, whether added now
or later, and all proceeds derived or to be derived therefrom, including without limitation any equipment purchased with the proceeds, and all
insurance proceeds and refunds of insurance premiums, if any, and any sums that may be due from third parties who may cause damage to any
of the foregoing, or from any insurer, whether due to judgment, settlement or other process, and any and all present and future chattel paper,
instruments, notes and monies that may be derived from the sale, lease or other disposition of any of the foregoing, any rights of Grantor to
collect or enforce payment thereof as well as to enforce any guaranties of the foregoing and security therefor, and all present and future general
intangibles of Grantor in any way related or pertaining to the ownership, operation, or use of the foregoing, and any rights of Grantor with
regard thereto.
The Collateral includes all general intangibles, choses in action and causes of action and all other intangible personal property and rights of
Grantor of every nature and kind, now owned or hereafter acquired, including without limitation corporate or other business records, inventions,
designs, blueprints, plans, specifications, patents, patent applications, trade marks, trade names, trade secrets, goodwill, copyrights,
registrations, licenses, franchises, tax refund claims, insurance proceeds, Including without limitation insurance covering the lives of key
employees on which Grantor is beneficiary, and any letter of credit, guaranty, claim, security interest, or other security held or granted to
Grantor to secure payment of any indebtedness.
The Collateral includes any and all of Grantor's present and future rights, title and interest in and to all crops growing or to be planted,
cultivated, grown, raised andlor harvested together with any and all agricultural and farm products produced or derived therefrom, of every
nature and kind whatsoever, including aquatic goods produced in aquacultural operations, together with all present or future inventory of Grantor
and the products thereof, of every type and description, derived or to be derived therefrom, whether held by Grantor or by others, and all
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documents of title, warehouse receipts, bills of lading, and other documents of every type covering all or any part of the foregoing, and all of
Grantor's related equipment, and any and all additions thereto and substitutions and replacements therefor, and all accessories, attachments,
and accessions thereto, and all proceeds derived or to be derived therefrom, whether in cash, farm products, or otherwise, and whether from or
through any federal or state government agency or program or otherwise, including without limitation all easements, profits, rights of storage,
trailing and grazing, and irrigation and water rights; all entitlements, rights to payment, and payments, in whatever form received, including but
not limited to, payments under any governmental agricultural diversion programs, governmental agricultural assistance programs, the Farm
Services Agency Wheat Feed Grain Program, and any other such program of the United States Department of Agriculture, warehouse receipts,
chemicals and fertilizers, documents, letters of entitlement, and deficiency, conservation reserve, and diversion and storage payments, all
insurance proceeds and refunds of insurance premiums, if any, and all sums that may be due from third parties who may cause damage to any
of the foregoing, or from any insurer, whether due to judgment, settlement or other process, and any and all present and future accounts,
contract rights, chattel paper, instruments, documents, and notes that may be derived from the sale or other disposition of any of the foregoing,
and any rights of Grantor to collect and enforce payment thereof, as well as to enforce any guarantees of the foregoing and security therefor,
and all of Grantor's present and future general intangibles in any way relating or pertaining to any of the foregoing, including without limitation
Grantor's books, records, files, computer disks and software, and all rights that Grantor may have with regard thereto.
The Collateral includes any and all farm products, including aquatic goods produced in aquacultural operations whether classified as crops or
livestock, harvested crops and all processed crops, whether or not produced by Grantor, livestock, poultry, feed, seed, fertilizer, insecticides,
herbicides or other agricultural chemicals and supplies. Accounts and proceeds, all accounts receivable, contract rights, cash and non -cash
proceeds from the sale, exchange, collection, or disposition of any collateral. All contract rights, chattel paper, documents, accounts, general
intangibles, whether now owned or hereafter acquired by Grantor, including, but not limited to, payments in cash or in kind (under any current or
future estate or federal government programs), including but not limited to, governmental agricultural diversion programs, governmental
agricultural systems programs, and all proceeds of the foregoing and all general intangibles.
The Collateral includes any and all of Grantor's present and future farm products, livestock, including aquatic goods produced in aquacultural
operations, poultry, agricultural commodities and other farm products of every type and description, including without limitation all replacements
and substitutions therefor and additions thereto, and further including without limitation any and all offspring, unborn livestock, and other
products, previously, contemporaneously and/or in the future acquired by Grantor whether by purchase, exchange, accretion or otherwise, and
all of Grantor's present and future inventory in any way derived or to be derived therefrom, whether held by Grantor or by others, end all
documents of title, warehouse receipts, bills of lading, and other documents of every type covering all or any part of the foregoing, and all of
Grantor's equipment in any way related thereto, and any and all additions thereto and substitutions and replacements therefor, and all
accessories, attachments, and accessions thereto, whether added now or later, end all other products and proceeds derived or to be derived
therefrom, including without limitation all insurance proceeds and refunds of insurance premiums, if any, end all sums that may be due from
third parties who may cause damage to any of the foregoing or from any insurer, whether due to judgment, settlement or other process, and any
and all present and future accounts, contract rights, chattel paper, instruments, documents and notes that may be derived from the sale or other
disposition of any of the foregoing, and any rights of Grantor to collect or enforce payment thereof, as well as to enforce any guaranties of the
foregoing end security therefor, and all of Grantor's present and future general intangibles in any way related or pertaining to any of the
foregoing, including without limitation Grantor's books, records, files, computer disks and software, and all rights that Grantor may have with
regard thereto.
The Collateral includes any and all of Grantor's now owned or hereafter acquired farm equipment or agricultural machinery, equipment,
furnishings and fixtures of every type and description, and all accessories, attachments, accessions, substitutions, replacements and additions
thereto, whether added now or later, and all proceeds derived or to be derived therefrom, including without limitation any equipment purchased
with the proceeds, and ell insurance proceeds and refunds of insurance premiums, if any, and any sums that may be due from third parties who
may cause damage to any of the foregoing, or from any insurer, whether due to judgment, settlement or other process, and any and all present
and future accounts, chattel paper, instruments. notes and monies that may be derived from the sale, lease or other disposition of any of the
foregoing, any rights of Grantor to collect or enforce payment thereof as well to enforce any guaranties of the foregoing and security therefor,
and all present and future general intangibles of Grantor in any way related or pertaining to the ownership, operation, or use of the foregoing,
and any rights of Grantor with regard thereto.
Some or all of the Collateral may be located on the following described real estate:
Refer to attached Exhibit
CROSS-COLLATERALIZATION. In addition to the Note, this Agreement secures the following described additional indebtedness: Note and Deed
of Trust on the Property located 70008 WCR 132, Weld County, New Raymer, Colorado; UCC Security Agreement on The Businesss Assets of
Colorado Cattle Co, LLC; Assignment of Land Lease and Wind Easement Between the Colorado Cattle Company, LLC and BP Wind Energy North
America, Inc. a Virginia Corporation dated October 17th, 2007 and November 5th, 2007.
GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect to the Collateral, Grantor represents
and promises to Lander that:
Perfection of Security Interest. Grantor agrees to execute financing statements end to take whatever other actions are requested by Lender
to perfect and continue Lender's security interest in the Collateral. Upon request of Lender, Grantor will deliver to Lender any and all of the
documents evidencing or constituting the Collateral, and Grantor will note Lender's interest upon any and all chattel paper and instruments
if not delivered to Lender for possession by Lender. This is a continuing Security Agreement and will continue in effect even though all or
any part of the Indebtedness is paid ii full and even though for a period of time Grantor may not be Indebted to Lender.
Notices to Lender. Grantor will promptly notify Lender in writing at Lender's address shown above for such other addresses as Lender may
designate from time to time) prior to any 11) change in Grantor's name; (2) change in Grantor's assumed business name(s); 13) change
in the management or in the members or managers of the limited liability company Grantor; (4) change in the authorized signer(s); (5)
change in Grantor's principal office address; (6) change in Grantor's state of organization; 17) conversion of Grantor to a new or different
type of business entity; or 18) change in any other aspect of Grantor that directly or indirectly relates to any agreements between Grantor
and Lender. No change in Grantor's name or state of organization will take effect until after Lender has received notice.
No Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor is
a party, and its membership agreement does not prohibit any term or condition of this Agreement.
Enforceability of Collateral. To the extent the Collateral consists of accounts, chattel paper, or general intangibles, as defined by the
Uniform Commercial Code, the Collateral is enforceable in accordance with its terms, is genuine, and fully complies with all applicable laws
and regulations concerning form, content and manner of preparation and execution, and all persons appearing to be obligated on the
Collateral have authority and capacity to contract and are in fact obligated as they appear to be on the Collateral. At the time any account
becomes subject to a security interest in favor of Lender, the account shall be a good and valid account representing an undisputed, bona
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AGRICULTURAL SECURITY AGREEMENT
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fide indebtedness incurred by the account debtor, for merchandise held subject to delivery instructions or previously shipped or delivered
pursuant to a contract of sale, or for services previously performed by Grantor with or for the account debtor. So long as this Agreement
remains in effect, Grantor shall not, without Lender's prior written consent, compromise, settle, adjust, or extend payment under or with
regard to any such Accounts. There shall be no setoffs or counterclaims against any of the Collateral, and no agreement shall have been
made under which any deductions or discounts may be claimed concerning the Collateral except those disclosed to Lender in writing.
Location of the Collateral. Except in the ordinary course of Grantor's business, Grantor agrees to keep the Collateral (or to the extent the
Collateral consists of intangible property such as accounts or general intangibles, the records concerning the Collateral) at Grantor's
address shown above or at such other locations as are acceptable to Lender. Upon Lender's request, Grantor will deliver to Lender in form
satisfactory to Lender a schedule of real properties and Collateral locations relating to Grantor's operations, including without limitation the
following: (1) all real property Grantor owns or is purchasing; 12) all real property Grantor is renting or leasing; (3) all storage facilities
Grantor owns, rents, leases, or uses; and (4) all other properties where Collateral is or may be located. Grantor promptly shall procure the
execution, acknowledgment, and delivery of such subordination, consent, waiver, estoppel, and other agreements as Lender shall require by
holders of any encumbrances upon or by owners of such lands where Collateral is or will be located. Grantor consents to Lender's rights of
access for cultivation of crops or care of livestock upon such terms as Lender may deem satisfactory.
Removal of the Collateral. Except in the ordinary course of Grantor's business, including the sales of inventory, Grantor shall not remove
the Collateral from its existing location without Lender's prior written consent. To the extent that the Collateral consists of vehicles, or
other titled property, Grantor shall not take or permit any action which would require application for certificates of title for the vehicles
outside the State of Colorado, without Lender's prior written consent. Grantor shall, whenever requested, advise Lender of the exact
location of the Collateral.
Transactions Involving Collateral. Except for inventory sold or accounts collected in the ordinary course of Grantor's business, or as
otherwise provided for in this Agreement, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. While
Grantor is not in default under this Agreement, Grantor may sell inventory, but only in the ordinary course of its business and only to buyers
who qualify as a buyer in the ordinary course of business. A sale in the ordinary course of Grantor's business does not include a transfer in
partial or total satisfaction of a debt or any bulk sale. Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to
be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Agreement, without
the prior written consent of Lender. This includes security interests even if junior in right to the security interests granted under this
Agreement. Unless waived by Lender, ell proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for
Lender and shall not be commingled with any other funds; provided however, this requirement shall not constitute consent by Lender to any
sale or other disposition. Upon receipt, Grantor shall immediately deliver any such proceeds to Lender.
Sale of Collateral. The following provisions relate to any sale, consignment, lease, license, exchange, transfer, or other disposition of
crops, livestock or other farm products included as all or a part of the Collateral:
(1) To induce Lender to extend the credit or other financial accommodations secured by this Agreement, Grantor represents and
warrants to Lender that Grantor will sell, consign, lease, license, exchange, or transfer the Collateral only to those persons whose
names and addresses have been set forth on sales schedules delivered to Lender. Each schedule shall be in such form as Lender may
require, including identification of each type of Collateral.
(2) Grantor agrees to provide the Lender a written list or schedule of the buyers, commission merchants, and selling agents to or
through an individual including the entity name, contact name and address to whom or through whom the crops, livestock or other
farm products may be sold, consigned or transferred. All such schedules and notifications shall be in writing and shall be delivered to
Lender not less than fourteen (14) days prior to any such sale, consignment or transfer of the crops, livestock or other farm products.
Also, the Grantor agrees to provide any updates or amendments to these schedules or lists to the Lender.
(3) All proceeds of any sale, consignment, lease, license, exchange, transfer, or other disposition shall be made immediately
available to Lender in a form jointly payable to Grantor and Lender. No provisions in this Agreement shall be interpreted to authorize
any sale or disposition of Collateral unless authorized by the Lender in writing. All chattel paper, contracts, warehouse receipts,
documents, and other evidences of ownership or obligations relating to the Collateral, whether issued by a co-op, grain elevator,
warehouse, marketing entity, or bailee, and all accounts and other proceeds of the Collateral shall be immediately endorsed, assigned
and delivered by Grantor to Lender as security for the Indebtedness. At any time before or after the occurrence of an Event of Default,
Lender may collect all proceeds of the Collateral without notice to Grantor. All proceeds of the Collateral, when received by Lender,
may at Lender's sole discretion be applied to the Indebtedness. Grantor grants Lender a limited power of attorney to sign or endorse
Grantor's name on all writings described in this section.
(4) Grantor acknowledges that if the crops, livestock or other farm products are sold, consigned, or transferred to any person not
listed on a schedule delivered to Lender as provided above, and if Lender has not received an accounting (including the proceeds) of
such sale, consignment or transfer within ten (10) days of the sale, consignment or transfer, then under federal law, Grantor shall be
subject to a fine which is the greater of $5,000 or 15% of the value of benefit received from the sale, consignment or transfer to an
unlisted buyer, consignee or transferee.
Care and Preservation of the Crops. Grantor shall (1) At seasonable and proper times and in accordance with the best practices of good
husbandry attend to and care for the crops and the tillage of the land and do, or cause to be done, any end all acts that may at any time be
appropriate or necessary to grow, farm, cultivate, irrigate, fertilize, fumigate, prune, harvest, pick, clean, preserve, and protect the crops;
(2) Not commit or suffer to be committed any damage to, destruction of, or waste of the crops; (3) Permit Lender and any of its
employees and agents to enter upon the premises where the crops are located at any reasonable time and from time to time for the
purpose of examining and inspecting the crops and the premises; (4) Harvest and prepare the crops for market and promptly notify Lender
when any of the crops are ready for market; (5) Keep the crops separate and always capable of being identified; and (6) Promptly give
Lender written notice of any disease to, any destruction of, any depreciation in the value of, or any damage to the crops.
Care and Preservation of Livestock. Grantor shall 11) At seasonable and proper times and in accordance with the best practices of good
animal husbandry feed, care for, attend to, inoculate, water, and perform, or cause to be performed, all other acts appropriate or necessary
to care for, maintain, preserve, and protect the livestock; (2) Milk, shear, and perform, or cause to be performed, such other acts as are
related to the livestock or to the products of the livestock, including without limitation processing, preserving, protecting, and storing such
products; 13) Not commit or suffer to be committed any damage to or destruction of the livestock; (4) Permit Lender and any of its
employees and agents to enter upon the premises where the livestock is located at any reasonable time and from time to time for the
purpose of examining and inspecting the livestock; and (5) Promptly give Lender written notice of any sickness or disease affecting, any
damage to, any destruction of, or any depreciation in the value of the livestock or the products of the livestock.
Title. Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral, free and clear of all liens
and encumbrances except for the lien of this Agreement. No financing statement covering any of the Collateral is on file in any public
office other than those which reflect the security interest created by this Agreement or to which Lender has specifically consented.
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AGRICULTURAL SECURITY AGREEMENT
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Grantor shall defend Lender's rights in the Collateral against the claims and demands of all other persons.
Repairs and Maintenance. Grantor agrees to keep and maintain, and to cause others to keep and maintain, the Collateral in good order,
repair and condition at all times while this Agreement remains in effect. Grantor further agrees to pay when due all claims for work done
on, or services rendered or material furnished in connection with the Collateral so that no lien or encumbrance may ever attach to or be
filed against the Collateral.
Inspection of Collateral. Lender and Lender's designated representatives and agents shall have the right at ell reasonable times to examine
and inspect the Collateral wherever located.
Taxes, Assessments and Liens. Grantor will pay when due all taxes, assessments and liens upon the Collateral, its use or operation, upon
this Agreement, upon any promissory note or notes evidencing the Indebtedness, or upon any of the other Related Documents. Grantor
may withhold any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest
the obligation to pay and so long as Lender's interest in the Collateral is not jeopardized in Lender's sole opinion. If the Collateral is
subjected to a lien which is not discharged within fifteen (15) days, Grantor shall deposit with Lender cash, a sufficient corporate surety
bond or other security satisfactory to Lender in an amount adequate to provide for the discharge of the lien plus any interest, costs,
attorneys' fees or other charges that could accrue as a result of foreclosure or sale of the Collateral. In any contest Grantor shall defend
itself and Lender and shall satisfy any final adverse judgment before enforcement against the Collateral. Grantor shall name Lender as an
additional obligee under any surety bond furnished in the contest proceedings. Grantor further agrees to furnish Lender with evidence that
such taxes, assessments, and governmental and other charges have been paid in full and in a timely manner. Grantor may withhold any
such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation to
pay and so long as Lender's interest in the Collateral is not jeopardized.
Compliance with Governmental Requirements. Grantor shall comply promptly with all laws, ordinances, rules and regulations of all
governmental authorities, now or hereafter in effect, applicable to the ownership, production, disposition, or use of the Collateral, including
all laws or regulations relating to the undue erosion of highly -erodible land or relating to the conversion of wetlands for the production of an
agricultural product or commodity. Grantor may contest in good faith any such law, ordinance or regulation and withhold compliance
during any proceeding, including appropriate appeals, so long as Lender's interest in the Collateral, in Lender's opinion, is not jeopardized.
Hazardous Substances. Grantor represents and warrants that the Collateral never has been, and never will be so long as this Agreement
remains a lien on the Collateral, used In violation of any Environmental Laws or for the generation, manufacture, storage, transportation,
treatment, disposal, release or threatened release of any Hazardous Substance. The representations and warranties contained herein are
based on Grantor's due diligence in investigating the Collateral for Hazardous Substances. Grantor hereby 11) releases and waives any
future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any
Environmental Laws, and 12) agrees to indemnify, defend, and hold harmless Lender against any and all claims and losses resulting from a
breach of this provision of this Agreement. This obligation to indemnify and defend shall survive the payment of the Indebtedness and the
satisfaction of this Agreement.
Maintenance of Casualty Insurance. Grantor shall procure and maintain all risks insurance, including without limitation fire, hail, theft and
liability coverage together with such other insurance as Lender may require with respect to the Collateral, in form, amounts, coverages and
basis reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. In addition, Grantor shall
obtain at its expense any federal or state crop insurance required by Lender. Grantor, upon request of Lender, will deliver to Lender from
time to time the policies or certificates of insurance in Corm satisfactory to Lender, including stipulations that coverages will not be
cancelled or diminished without at least ten 1101 days' prior written notice to Lender and not including any disclaimer of the insurer's
liability for failure to give such a notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender
will not be impaired in any way by any act, omission or default of Grantor or any other person. In connection with all policies covering
assets in which Lender holds or is offered a security interest, Grantor will provide Lender with such loss payable or other endorsements as
Lender may require. If Grantor at any time fails to obtain or maintain any insurance as required under this Agreement, Lender may (but
shall not be obligated to) obtain such insurance as Lender deems appropriate, including if Lender so chooses "single interest insurance,"
which will cover only Lender's interest in the Collateral.
Application of Insurance Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Collateral, whether or not such
casualty or loss is covered by insurance. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty.
All proceeds of any insurance on the Collateral, including accrued proceeds thereon, shall be held by Lender as part of the Collateral. If
Lender consents to repair or replacement of the damaged or destroyed Collateral, Lender shall, upon satisfactory proof of expenditure, pay
or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration. If Lender does not consent to repair or replacement
of the Collateral, Lender shall retain a sufficient amount of the proceeds to pay all of the Indebtedness, and shall pay the balance to
Grantor. Any proceeds which have not been disbursed within six (61 months after their receipt end which Grantor has not committed to
the repair or restoration of the Collateral shall be used to prepay the Indebtedness.
Insurance Reserves. Lender may require Grantor to maintain with Lender reserves for payment of insurance premiums, which reserves shall
be created by monthly payments from Grantor of a sum estimated by Lender to be sufficient to produce, at least fifteen (15) days before
the premium due date, amounts at least equal to the insurance premiums to be paid. If fifteen (15) days before payment is due, the reserve
funds are insufficient, Grantor shall upon demand pay any deficiency to Lender. The reserve funds shall be held by Lender as a general
deposit end shall constitute a non -interest -bearing account which Lender may satisfy by payment of the insurance premiums required to be
paid by Grantor as they become due. Lender does not hold the reserve funds in trust for Grantor, and Lender is not the agent of Grantor
for payment of the Insurance premiums required to be paid by Grantor. The responsibility for the payment of premiums shall remain
Grantor's sole responsibility.
Insurance Reports. Grantor, upon request of Lender, shall furnish to Lender reports on each existing policy of insurance showing such
information as Lender may reasonably request including the following: (1) the name of the insurer; (2) the risks insured; (3) the amount
of the policy; (4) the property insured; 15) the then current value on the basis of which insurance has been obtained and the manner of
determining that value; and 16) the expiration data of the policy. In addition, Grantor shall upon request by Lender (however not more
often than annually) have an independent appraiser satisfactory to Lender determine, as applicable, the cash value or replacement cost of
the Collateral.
final 'ug Statements. Grantor authorizes Lender to file a UCC financing statement, or alternatively, a copy of this Agreement to perfect
Lender's security interest. At Lender's request, Grantor additionally agrees to sign all other documents that are necessary to perfect,
protect, and continue Lender's security interest in the Property. This includes making sure Lender is shown as the first and only security
interest holder on the title covering the Property. Grantor will pay all filing fees, title transfer fees, and other fees and costs involved unless
prohibited by law or unless Lender is required by law to pay such fees and costs. Grantor irrevocably appoints Lender to execute
documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement as a financing statement. If Grantor
changes Grantor's name or address, or the name or address of any person granting a security interest under this Agreement changes,
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Grantor will promptly notify the Lender of such change.
GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until default and except as otherwise provided below with respect to
accounts, Grantor may have possession of the tangible personal property and beneficial use of all the Collateral and may use it in any lawful
manner not inconsistent with this Agreement or the Related Documents, provided that Grantor's right to possession and beneficial use shall not
apply to any Collateral where possession of the Collateral by Lender is required by law to perfect Lender's security interest in such Collateral.
Until otherwise notified by Lender, Grantor may collect any of the Collateral consisting of accounts. At any time and even though no Event of
Default exists, Lender may exercise its rights to collect the accounts and to notify account debtors to make payments directly to Lender for
application to the Indebtedness. If lender at any time has possession of any Collateral, whether before or after an Event of Default, Lender shall
be deemed to have exercised reasonable care in the custody and preservation of the Collateral if Lender takes such action for that purpose as
Grantor shall request or as Lender, in lender's sole discretion, shall deem appropriate under the circumstances, but failure to honor any request
by Grantor shall not of itself be deemed to be a failure to exercise reasonable care. Lender shall not be required to take any steps necessary to
preserve any rights in the Collateral against prior parties, nor to protect, preserve or maintain any security interest given to secure the
Indebtedness. Grantor agrees to pursue and conduct diligently Grantor's farming, agricultural and other business operations for as long as this
Agreement remains in effect. Grantor further agrees that Lender may from time to time enter upon Grantor's premises for the purpose of
ascertaining whether Grantor is properly and prudently conducting Grantor's farming, agricultural and other business operations. Grantor shall
promptly pay when due all costs and expenses associated with Grantor's farming operations, including without limitation Crops and Farm
Products / Livestock.
LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if
Grantor falls to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor's failure to
discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents, Lender on
Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or
paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral and paying all costs for
insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at
the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a
part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (RI be added to the balance of the Note and be apportioned
among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the
remaining term of the Note; or (CI be treated as a balloon payment which will be due and payable at the Note's maturity. The Agreement also
will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon
Default.
DEFAULT. Each of the following shall constitute an Event of Default under this Agreement:
Payment Default. Grantor fails to make any payment when due under the Indebtedness.
Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or
in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Grantor.
False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this
Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes
false or misleading at any time thereafter.
Defective Colaterai¢ation. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any
collateral document to create a valid and perfected security interest or lien) at any time end for any reason.
Insolvency. The dissolution of Grantor (regardless of whether election to continue is made), any member withdraws from the limited
liability company, or any other termination of Grantor's existence as a going business or the death of any member, the Insolvency of
Grantor, the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor
workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Grantor or by any governmental agency against any collateral securing the
Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender. However, this Event of
Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the
creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender
monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by lender, in its sole discretion, as being an
adequate reserve or bond for the dispute.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or Guarantor
dies or becomes incompetent or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.
Adverse Change. A material adverse change occurs in Grantor's financial condition, or lender believes the prospect of payment or
performance of the Indebtedness is impaired.
Insecurity. Lender in good faith believes itself insecure.
Cure Provisions. If any default, other than a default in payment is curable and if Grantor has not been given a notice of a breach of the
same provision of this Agreement within the preceding twelve 1121 months, it may be cured if Grantor, after Lender sends written notice to
Grantor demanding cure of such default: Ill cures the default within thirty (301 days; or (2) if the cure requires more than thirty (30)
days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter
continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter, Lender shall have all the
rights of a secured party under the Colorado Uniform Commercial Code, In addition and without limitation, Lender may exercise any one or more
of the following rights and remedies:
Accelerate Indebtedness. Lender may declare the entire Indebtedness, including any prepayment penalty which Grantor would be required
to pay, immediately due and payable, without notice of any kind to Grantor.
Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title
and other documents relating to the Collateral. Lender may require Grantor to assemble the Collateral and make it available to Lender at a
place to be designated by Lender. Lender also shall have full power to enter upon the property of Grantor to take possession of and
remove the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession, Grantor agrees
Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession.
Loan No: 6554802A-96
AGRICULTURAL SECURITY AGREEMENT
(Continued) Page 6
Care and Possession of the Crops. Lender may enter upon the premises where any Collateral consisting of crops is located and, using any
and all of Grantor's equipment, machinery, tools, farming implements, and supplies, and improvements located on the premises: (a) Farm,
cultivate, irrigate, fertilize, fumigate, prune, and perform any other act or acts appropriate or necessary to grow, care for, maintain,
preserve and protect the crops (using any water located in, on or adjacent to the premises(; (b) Harvest, pick, clean, and remove the crops
from the premises; and (c) To the extent then permitted under Colorado law, appraise, store, prepare for public or private sale, exhibit,
market and sell the crops and any products of the crops; provided that Grantor hereby agrees that if Grantor is the owner of record of the
premises upon which the crops and any products of the crops are located, Lender shall not be responsible or liable for returning the
premises to their condition immediately preceding the use of the premises as provided herein or for doing such acts as may be necessary to
permit future crops to be maintained on the premises.
Possession of the Livestock. Lender may enter upon the premises where any Collateral consisting of livestock is located and, using any
and all of Grantor's equipment, machinery, tools, farming implements, and supplies, and improvements located on the premises: (1) Feed,
care for, attend to, inoculate, water, and perform, or cause to be performed, all other acts appropriate or necessary to care for, maintain,
preserve, end protect the livestock (using any water located in, on or adjacent to the premises); (2) Milk, shear, and perform, or cause to
be performed, such other acts as are related to the livestock or to any products of the livestock, including without limitation processing,
preserving, and protecting such products; 13) Remove the livestock and any products of the livestock from the premises upon which the
livestock and the products are located; and (4) Appraise, store, prepare for public or private sale, exhibit, market and sell the livestock and
any products of the livestock; provided that Grantor hereby agrees that if Grantor is the owner of record of the premises upon which the
livestock and any products of the livestock are located, Lender shall not be responsible or liable for returning the premises to their condition
immediately preceding the use of the premises as provided herein or for doing such acts as may be necessary to permit future livestock to
be maintained on the premises.
Sell the Collateral. Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof in Lender's
own name or that of Grantor. Lender may sell the Collateral at public auction or private sale. Unless the Collateral threatens to decline
speedily in value or is of a type customarily sold on a recognized market, Lender will give Grantor, and other persons as required by law,
reasonable notice of the time and place of any public sale, or the time after which any private sale or any other disposition of the Collateral
is to be made. However, no notice need be provided to any person who, after Event of Default occurs, enters into and authenticates an
agreement waiving that person's right to notification of sale. The requirements of reasonable notice shall be met if such notice is given at
least ten (10) days before the time of the sale or disposition. All expenses relating to the disposition of the Collateral, Including without
limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part of the Indebtedness
secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid.
Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Collateral, with the
power to protect and preserve the Collateral, to operate the Collateral preceding foreclosure or sale, and to collect the Rents from the
Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without
bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Collateral
exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver.
Receiver may be appointed by a court of competent jurisdiction upon ex parte application and without notice, notice being expressly
waived.
Collect Revenues, Apply Accounts. Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from
the Collateral. Lender may at any time in Lender's discretion transfer any Collateral into Lender's own name or that of Lender's nominee
and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to
payment of the Indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general
intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt for,
settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as Lender may determine, whether or not Indebtedness or
Collateral is then due. For these purposes, Lender may, on behalf of and in the name of Grantor, receive, open and dispose of mail
addressed to Grantor; change any address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders,
documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Lender
may notify account debtors and obligors on any Collateral to make payments directly to Lender.
Obtain Deficiency. If Lender chooses to sell any or all of the Collateral, Lender may obtain a judgment against Grantor for any deficiency
remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this
Agreement. Grantor shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel
paper.
Other Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform
Commercial Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and
remedies it may have available at law, in equity, or otherwise.
Section of Remedies. Except as may be prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this
Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election
by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to
perform an obligation of Grantor under this Agreement, after Grantor's failure to perform, shall not affect Lender's right to declare a default
and exercise its remedies.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:
Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties
as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing
and signed by the party or parties sought to be charged or bound by the alteration or amendment.
Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of Lender's reasonable costs and expenses, including Lender's
attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay
someone else to help enforce this Agreement, and Grantor shall pay the reasonable costs and expenses of such enforcement. Costs and
expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal
expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, end any anticipated
post -judgment collection services. Grantor also shall pay all court costs and such additional fees as may be directed by the court.
Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the
provisions of this Agreement.
Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the
laws of the State of Colorado without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State
Loan No: 65548O2A-96
AGRICULTURAL SECURITY AGREEMENT
(Continued) Page 7
of Colorado.
Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Weld County,
State of Colorado.
No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing
and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to
demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of
dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future
transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance
shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be
granted or withheld in the sole discretion of Lender.
Notices. Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered,
when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier,
or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses
shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written
notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees
to keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law, if there is more than one
Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors.
Power of Attorney. Grantor hereby appoints Lender as Grantor's irrevocable attorney -in -fact for the purpose of executing any documents
necessary to perfect, amend, or to continue the security interest granted in this Agreement or to demand termination of filings of other
secured parties. Lender may at any time, and without further authorization from Grantor, file a carbon, photographic or other reproduction
of any financing statement or of this Agreement for use as a financing statement. Grantor will reimburse Lender for all expenses for the
perfection and the continuation of the perfection of Lender's security interest in the Collateral.
S Why. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any
circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible,
the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so
modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability
of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.
Successors and Assigns. Subject to any limitations stated in this Agreement on transfer of Grantor's interest, this Agreement shall be
binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in a
person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Agreement end the
Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability under the
Indebtedness.
Survival of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Agreement shall
survive the execution and delivery of this Agreement, shall be continuing in nature, and shall remain in full force and effect until such time
as Grantor's Indebtedness shall be paid in full.
Time is of the Essence. Time is of the essence in the performance of this Agreement.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically
stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms
used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise
defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code:
Agreement. The word "Agreement' means this Agricultural Security Agreement, as this Agricultural Security Agreement may be amended
or modified from time to time, together with all exhibits and schedules attached to this Agricultural Security Agreement from time to time.
Borrower. The word "Borrower' means Colorado Cattle Company, LLC and includes all co-signers and co -makers signing the Note and all
their successors and assigns.
Cogateral. The word "Collateral" means all of Grantor's right, title and interest in and to all the Collateral as described in the Collateral
Description section of this Agreement.
Default. The word "Default" means the Default set forth in this Agreement in the section titled "Default".
Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances
relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA'), the Superfund Amendments and
Reauthorization Act of 1986, Pub. L. No. 99-499 ('SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq.,
the Resource Conservation and Recovery Act, 42 U.S.C. Section 69O1, et seq., or other applicable state or federal laws, rules, or
regulations adopted pursuant thereto.
Event of Default. The words "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this
Agreement.
Grantor. The word 'Grantor' means Colorado Cattle Company, LLC.
Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Indebtedness.
Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the
Note.
Hazardous Substances. The words 'Hazardous Substances' mean materials that, because of their quantity, concentration or physical,
chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when
improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words 'Hazardous
Substances' are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or
waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum
and petroleum by-products or any fraction thereof and asbestos.
Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and
interest together with all other indebtedness and costs and expenses for which Grantor is responsible under this Agreement or under any of
Loan No: 65548O2A-96
AGRICULTURAL SECURITY AGREEMENT
(Continued) Page 8
the Related Documents. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the
Cross-Collateralizetion provision of this Agreement.
Lender. The word "Lender" means States Resources Corp., its successors and assigns.
Note. The word "Note" means the Note executed by Colorado Cattle Company, LLC in the principal amount of 82,989,192.54 dated
November 6, 2009, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for
the note or credit agreement.
Property. The word "Property' means all of Grantor's right, title and Interest in and to all the Property as described in the "Collateral
Description" section of this Agreement.
Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.
GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGRICULTURAL SECURITY AGREEMENT AND AGREES TO ITS
TERMS. THIS AGREEMENT IS DATED NOVEMBER 6, 2009.
GRANTOR:
COLORADO CATTLE COMPANY, LLC
By: By:
Mats Persson, Manager of Colorado Cattle E. Penny Perssan, Manager of Colorado Cattle
Company, LLC Company. LLC
CO jcnun,.e.rc rn.ao n.
AGREEMENT TO PROVIDE INSURANCE
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing "• • •" has been omitted due to text length limitations.
Grantor: Colorado Cattle Company, LLC
70008 WCR 132
New Reymer, CO 80742
Lender:
States Resources Corp.
4848 South 131st Street
Omaha, NE 68137-1822
INSURANCE REQUIREMENTS. Grantor, Colorado Cattle Company, LLC ('Grantor"), understands that insurance coverage is required in
connection with the extending of a loan or the providing of other financial accommodations to Grantor by Lender. These requirements are set
forth in the security documents for the loan. The following minimum insurance coverages must be provided on the following described collateral
(the "Collateral'):
Collateral: All Inventory, Equipment, Crops. Farm Products, Livestock (including all increase and supplies) and Farm Equipment.
Type: All risks, including fire, theft and liability.
Amount: Full Insurable Value.
Basis: Replacement value.
Endorsements: Lender loss payable clause with stipulation that coverage will not be cancelled or diminished without a
minimum of thirty (30) days prior written notice to Lender.
Latest Delivery Date: By the loan closing date.
Collateral: 70008 WCR 132. New Raymer, CO 80742.
Type: Fire and extended coverage.
Amount: Full Insurable Value.
Basis: Replacement value.
Endorsements: Standard mortgagee's clause with stipulation that coverage will not be cancelled or diminished without a
minimum of thirty (30) days prior written notice to Lender, and without disclaimer of the insurer's liability for failure to give
such notice.
Latest Delivery Date: By the loan closing date.
INSURANCE COMPANY. Grantor may obtain insurance from any insurance company Grantor may choose that is reasonably acceptable to
Lender. Grantor understands that credit may not be denied solely because insurance was not purchased through Lender.
FLOOD INSURANCE. Flood Insurance for the Collateral securing this loan is described as follows:
Real Estate at 70008 WCR 132, New Reymer, CO 80742.
Should the Collateral at any time be deemed to be located in an area designated by the Director of the Federal Emergency Management
Agency as a special flood hazard area. Grantor agrees to obtain and maintain Federal Flood Insurance, if available, for the full unpaid
principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the National
Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Flood insurance may
be purchased under the National Flood Insurance Program or from private insurers.
FAILURE TO PROVIDE INSURANCE. Grantor agrees to deliver to Lender, on the latest delivery date stated above, proof of the required
insurance as provided above, with an effective date of November 6, 2009, or earlier. Grantor acknowledges and agrees that if Grantor fails to
provide any required insurance or fails to continue such insurance in force, Lender may do so at Grantor's expense as provided in the applicable
security document. The cost of any such insurance, at the option of Lender, shall be added to the indebtedness as provided in the security
document. GRANTOR ACKNOWLEDGES THAT IF LENDER SO PURCHASES ANY SUCH INSURANCE, THE INSURANCE WILL PROVIDE LIMITED
PROTECTION AGAINST PHYSICAL DAMAGE TO THE COLLATERAL, UP TO AN AMOUNT EQUAL TO THE LESSER OF (1) THE UNPAID
BALANCE OF THE DEBT, EXCLUDING ANY UNEARNED FINANCE CHARGES, OR (2) THE VALUE OF THE COLLATERAL; HOWEVER,
GRANTOR'S EQUITY IN THE COLLATERAL MAY NOT BE INSURED. IN ADDITION, THE INSURANCE MAY NOT PROVIDE ANY PUBLIC
LIABILITY OR PROPERTY DAMAGE INDEMNIFICATION AND MAY NOT MEET THE REQUIREMENTS OF ANY FINANCIAL RESPONSIBILITY
LAWS.
AUTHORIZATION. For purposes of insurance coverage on the Collateral, Grantor authorizes Lender to provide to any person (including any
insurance agent or company) all information Lender deems appropriate, whether regarding the Collateral, the loan or other financial
accommodations, or both.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT TO PROVIDE INSURANCE AND AGREES TO ITS
TERMS. THIS AGREEMENT IS DATED NOVEMBER 6, 2009.
GRANTOR:
COLORADO CATTLE COMPANY, LLC
By: By:
Mats Persson, Manager of Colorado Canto E. Penny Persson. Manager of Colorado Cattle
Company. LLC Company. LLC
AGREEMENT TO PROVIDE INSURANCE
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing " `.. has been omitted due to text length limitations.
Borrower: Colorado Cattle Company, LLC
70008 WCR 132
New Raymer, CO 80742
Grantor: Colorado Cattle Company, LLC; E. Penny Persson;
Mats Persson: and E. Penny Nall Skis E.Penny
Persson
70008 WCR 132
New Raymer, CO 80742
Lender: States Resources Corp.
4848 South 131st Street
Omaha, NE 68137-1822
INSURANCE REQUIREMENTS. Grantor, Colorado Cattle Company, LLC; E. Penny Persson; Mats Persson; and E. Penny Neill a/k/a E.Penny
Persson ("Grantor'), understands that insurance coverage is required in connection with the extending of a loan or the providing of other
financial accommodations to Colorado Cattle Company, LLC ("Borrower") by Lender. These requirements are set forth in the security
documents for the loan. The following minimum insurance coverages must be provided on the following described collateral (the "Collateral"):
Collateral: 70008 WCR 132, New Raymer, CO 80742.
Type: Fire and extended coverage.
Amount: Full Insurable Value.
Basis: Replacement value.
Endorsements: Standard mortgagee's clause with stipulation that coverage will not be cancelled or diminished without a
minimum of thirty 130) days prior written notice to Lender, and without disclaimer of the insurer's liability for failure to give
such notice.
Latest Delivery Date: By the loan closing date.
INSURANCE COMPANY. Grantor may obtain insurance from any insurance company Grantor may choose that is reasonably acceptable to
Lender. Grantor understands that credit may not be denied solely because insurance was not purchased through Lender.
FLOOD INSURANCE. Flood Insurance for the Collateral securing this loan is described as follows:
Real Estate at 70008 WCR 132, New Raymer. CO 80742.
Should the Collateral at any time be deemed to be located in an area designated by the Director of the Federal Emergency Management
Agency as a special flood hazard area. Grantor agrees to obtain and maintain Federal Flood Insurance, if available, for the full unpaid
principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the National
Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Flood insurance may
be purchased under the National Flood Insurance Program or from private insurers.
FAILURE TO PROVIDE INSURANCE. Grantor agrees to deliver to Lender, on the latest delivery date stated above, evidence of the required
insurance as provided above, with an effective date of November 6, 2009, or earlier. Grantor acknowledges and agrees that if Grantor fails to
provide any required insurance or fails to continue such insurance in force, Lender may do so at Grantor's expense as provided in the applicable
security document. The cost of any such insurance, at the option of Lender, shall be added to the indebtedness as provided in the security
document. GRANTOR ACKNOWLEDGES THAT IF LENDER SO PURCHASES ANY SUCH INSURANCE, THE INSURANCE WILL PROVIDE LIMITED
PROTECTION AGAINST PHYSICAL DAMAGE TO THE COLLATERAL, UP TO AN AMOUNT EQUAL TO THE LESSER OF Ii) THE UNPAID
BALANCE OF THE DEBT, EXCLUDING ANY UNEARNED FINANCE CHARGES, OR (21 THE VALUE OF THE COLLATERAL; HOWEVER,
GRANTOR'S EQUITY IN THE COLLATERAL MAY NOT BE INSURED. IN ADDITION, THE INSURANCE MAY NOT PROVIDE ANY PUBLIC
LIABILITY OR PROPERTY DAMAGE INDEMNIFICATION AND MAY NOT MEET THE REQUIREMENTS OF ANY FINANCIAL RESPONSIBILITY
LAWS.
AUTHORIZATION. For purposes of insurance coverage on the Collateral, Grantor authorizes Lender to provide to any person (including any
insurance agent or company) all Information Lender deems appropriate, whether regarding the Collateral, the loan or other financial
accommodations, or both.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT TO PROVIDE INSURANCE AND AGREES TO ITS
TERMS. THIS AGREEMENT IS DATED NOVEMBER 6, 2009.
GRANTOR:
COLORADO CATTLE COMPANY. LLC
By: By:
Mats Persson, Manager of Colorado Cattle E. Penny Persson, Manager of Colorado Cattle
Company, LLC Company, LLC
X X
X
E. Penny Persson, Individually Mats Persson, Individually
E. Penny Neill a/k/a E.Penny Persson, Individually
DISBURSEMENT REQUEST AND AUTHORIZATION
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing has been omitted due to text length limitations.
Borrower: Colorado Cattle Company. LLC
70008 WCR 132
New Rayner, CO 80742
Lender:
States Resources Corp.
4848 South 131st Street
Omaha, NE 88137-1822
LOAN TYPE. This is a Fixed Rate (7.500%1 Nondisclosable Loan to a Limited Liability Company for $2,989,192.54 due on June 30, 2010.
PRIMARY PURPOSE OF LOAN. The primary purpose of this loan Is for:
0 Personal, Family, or Household Purposes or Personal Investment.
N Business (Including Real Estate Investment).
SPECIFIC PURPOSE. The specific purpose of this loan is: Combine two loan extend terms.
REAL ESTATE DOCUMENTS. If any party to this transaction is granting a security interest in any real property to Lender and Colorado Cattle
Company, LLC is not also a party to the real estate document or documents (the "Real Estate Documents") granting such security interest,
Borrower agrees to perform and comply with the Reel Estate Documents just as if Borrower has signed as a direct and original party to the Real
Estate Documents. This means Borrower agrees to all the representations and warranties made in the Real Estate Documents. In addition,
Borrower agrees to perform end comply strictly with all the terms, obligations and covenants to be performed by either Borrower or any Grantor
or Trustor, or both, as those words are defined in the Real Estate Documents. Lender need not tell Borrower about any action or inaction Lender
takes in connection with the Real Estate Documents. Borrower assumes the responsibility for being and keeping informed about the property.
Borrower also waives any defenses that may arise because of any action or inaction of Lender, including without limitation any failure of Lender
to realize upon the property, or any delay by Lender in realizing upon the property.
DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be disbursed until all of Lender's conditions for making the
loan have been satisfied. Please disburse the loan proceeds of $2,989,192.54 as follows:
Other Disbursements: 52,989,192.54
$2,989,192.54 States Resources Corp.
Note Principal: $2,989,192.54
FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE
INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S
FINANCIAL CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS
DATED NOVEMBER 6, 2009.
BORROWER:
COLORADO CATTLE COMPANY, LLC
By: By:
Mats Persson. Manager of Colorado Cattle E. Penny Persson, Manager of Colorado Cattle
Company, LLC Company, LLC
AMORTIZATION SCHEDULE
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing " • • •" has been omitted due to text length limitations.
Borrower: Colorado Cattle Company, LLC
70008 WCR 132
New Raymer, CO 80742
Lender: States Resources Corp.
4848 South 131st Street
Omaha, NE 68137-1822
Disbursement Date: November 6, 2009
Interest Rate: 7.500
Payment
Number
Payment
Date
Payment
Amount
Interest
Paid
Repayment Schedule: Single Pay
Calculation Method: 365/360 U.S. Rule
Principal
Paid
Remaining
Balance
1 06-30-2010 3,136,161.17 146,968.63 2,989,192.54 0.00
TOTALS: 3,136,161.17 146.968.63 2,989,192.54
NOTICE: This is an estimated loan amortization schedule. Actual amounts may vary if payments are made on different dates or in different
amounts.
LASER PRO L..ro. V. S.47.IUmZ GM. Holm/ Fm.wr SMa.a Inc 1!!7. POW. Al Ryn. R.. S. CO J C ALPLUP ORu5C TR-IflO PR 4
RECORDATION REQUESTED BY:
States Resources Corp.
4848 South 131st Street
Omaha, NE 68137-1822
WHEN RECORDED MAIL TO:
States Resources Corp.
4848 South 131st Street
Omaha, NE 68137-1822
SEND TAX NOTICES TO:
Colorado Cattle Company. LLC; E. Penny
Persson; Mats Persson; and E. Penny Neill afle
E.Penny Person
70008 WCR 132
New Reamer, CO 80742
FOR RECORDER'S USE ONLY
MODIFICATION OF DEED OF TRUST
THIS MODIFICATION OF DEED OF TRUST dated November 6, 2009. is made and executed between
Colorado Cattle Company, LLC; E. Penny Persson; Mats Persson; and E. Penny Neill alkla E.Penny Persson,
whose address is 70008 WCR 132. New Raymer, CO 80742 ("Grantor") and States Resources Corp.,
whose address is 4848 South 131st Street, Omaha, NE 68137-1822 ("Lender").
DEED OF TRUST. Lender and Grantor have entered into a Deed of Trust dated May 18, 2006 (the "Deed of Trust") which has been
recorded in Weld County, State of Colorado, as follows:
Real Estate Deed of Trust dated May 18th. 2006 Recorded May 19, 2006 Office of County Clerk end Recorder Weld County,
Colorado Document No 3389633; Deed of Trust dated September 29th, 2009 recorded Office of Recorder Weld County,
Colorado on October 23rd, 2009. Document No. 3655679.
REAL PROPERTY DESCRIPTION. The Deed of Trust covers the following described real property located in Weld County, State of
Colorado:
Refer to attached Exhibits
The Real Property or its address is commonly known as 70008 WCR 132, New Raymer, CO 80742.
MODIFICATION. Lender and Grantor hereby modify the Deed of Trust as follows:
Modification of Maturity: Maturity data has been extended to June 30th. 2010 repayment terms and other terms pursuant to a
Change in Terms Agreement of even date, the terms of which are incorporated herein by reference.
CONTINUING VALIDITY. Except as expressly modified above, the terms of the original Deed of Trust shall remain unchanged and in
full force and effect. Consent by Lender to this Modification does not waive Lender's right to require strict performance of the Deed
of Trust as changed above nor obligate Lender to make any future modifications. Nothing in this Modification shall constitute a
satisfaction of the promissory note or other credit agreement secured by the Deed of Trust (the 'Note'). It is the Intention of Lender
to retain as liable all parties to the Deed of Trust and all parties, makers and endorsers to the Note, including accommodation parties,
unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, shall not be
released by virtue of this Modification. If any person who signed the original Deed of Trust does not sign this Modification, then all
persons signing below acknowledge that this Modification is given conditionally, based on the representation to Lender that the
non -signing person consents to the changes and provisions of this Modification or otherwise will not be released by it. This waiver
applies not only to any initial extension or modification, but also to all such subsequent actions.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MODIFICATION OF DEED OF TRUST AND GRANTOR
AGREES TO ITS TERMS. THIS MODIFICATION OF DEED OF TRUST IS DATED NOVEMBER 6, 2009.
Loan No: 6554802A-96
MODIFICATION OF DEED OF TRUST
(Continued) Page 2
GRANTOR:
COLORADO CATTLE COMPANY. LLC
By:
By:
X
Mats Persson, Manager of Colorado Cattle Company, LLC
E. Parry Persson. Manager of Colorado Cattle Company. LLC
x
E. Penny Persson, keYrvidually
X
Mats Persson, Individually
E. Penny Nei a/kla E.Penny Persson, Individually
LENDER:
STATES RESOURCES CORP.
X
Authorized Officer
Loan No: 6554802A-96
MODIFICATION OF DEED OF TRUST
(Continued) Page 3
STATE OF
LIMITED LIABILITY COMPANY ACKNOWLEDGMENT
COUNTY OF
1 S
On this day of , 20 , before me, the undersigned Notary Public,
personally appeared Mats Person, Manager of Colorado Cattle Company, LLC and E. Penny Persson, Manager of Colorado Cattle
Company, LLC, and known to me to be members or designated agents of the limited liability company that executed the Modification
of Deed of Trust and acknowledged the Modification to be the free and voluntary act and deed of the limited liability company, by
authority of statute, its articles of organization or its operating agreement, for the uses and purposes therein mentioned, and on oath
stated that they are authorized to execute this Modification and in fact executed the Modification on behalf of the limited liability
company.
By Residing at
Notary Public in and for the State of My commission expires
STATE OF
INDIVIDUAL ACKNOWLEDGMENT
COUNTY OF
1 S
1
On this day before me, the undersigned Notary Public, personally appeared E. Penny Persson; Mats Persson; and E. Penny Naig alkla
E.Penny Persson, to me known to be the individuals described in and who executed the Modification of Deed of Trust, and
acknowledged that they signed the Modification as their free and voluntary act and deed, for the uses and purposes therein
mentioned.
Given under my hand and official seal this day of . 20
By Residing at
Notary Public In and for the State of My commission expires
RECORDATION REQUESTED BY:
States Resources Corp.
4848 South 131st Street
Omaha. NE 68137-1822
WHEN RECORDED MAIL TO:
States Resources Corp.
4848 South 131st Street
Omaha, NE 68137-1822
SEND TAX NOTICES TO:
Colorado Cattle Company, LLC
70008 WCR 132
New Raymer, CO 80742
MODIFICATION OF DEED OF TRUST
FOR RECORDER'S USE ONLY
THIS MODIFICATION OF DEED OF TRUST dated November 6, 2009, is made and
Colorado Cattle Company, LLC, whose address is 70008 WCR 132, New Raymer, CO
and States Resources Corp., whose address is 4848 South 131st Street, Omaha,
("Lender").
DEED OF TRUST. Lender and Grantor have entered into a Deed of Trust dated June 14, 2006 (the "Deed of
recorded in Weld County, State of Colorado, as follows:
Real Estate Deed of Trust dated June 14th, 2006 recorded Office of Weld County Colorado Clerk and
2006 Document No. 3396910. Deed of Trust dated September 29th, 2009 recorded Office of Recorder
on October 23rd, 2009 , Document NO. 3655679.
REAL PROPERTY DESCRIPTION. The Deed of Trust covers the following described real property located in
Colorado:
Refer to Attached Exhibits
The Real Property or its address is commonly known as 70008 WCR 132, New Raymer, CO 80742.
MODIFICATION. Lender and Grantor hereby modify the Deed of Trust as follows:
Modif Calton of Maturity: Maturity date has been extended to June 30th. 2010 repayment terms and other terms pursuant to a
Change In Terms Agreement of even date, the terms of which are incorporated herein by reference.
CONTINUING VALIDITY. Except as expressly modified above, the terms of the original Deed of Trust shall remain unchanged and in
full force and effect. Consent by Lender to this Modification does not waive Lender's right to require strict performance of the Deed
of Trust as changed above nor obligate Lender to make any future modifications. Nothing in this Modification shell constitute a
satisfaction of the promissory note or other credit agreement secured by the Deed of Trust (the "Note'). It is the intention of Lender
to retain as liable all parties to the Deed of Trust and all parties, makers and endorsers to the Note, including accommodation parties,
unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, shall not be
released by virtue of this Modification. If any person who signed the original Deed of Trust does not sign this Modification, then all
persons signing below acknowledge that this Modification is given conditionally, based on the representation to Lender that the
non -signing person consents to the changes and provisions of this Modification or otherwise will not be released by it. This waiver
applies not only to any initial extension or modification, but also to all such subsequent actions.
GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MODIFICATION OF DEED OF TRUST AND GRANTOR
AGREES TO ITS TERMS. THIS MODIFICATION OF DEED OF TRUST IS DATED NOVEMBER 6. 2009.
executed between
80742 ("Grantor")
NE 68137.1822
Trust") which has been
Recorder on June 19th,
Weld County, Colorado
Weld County, State of
Loan No: 6554802A-96
MODIFICATION OF DEED OF TRUST
(Continued) Page 2
GRANTOR:
COLORADO CATTLE COMPANY, LLC
By:
Mats Persson, Manager of Colorado Cattle Company. LLC
By:
E. Penny Persson. Manager of Colorado Cattle Company, LLC
LENDER:
STATES RESOURCES CORP.
X
Authorized Officer
STATE OF
LIMITED LIABILITY COMPANY ACKNOWLEDGMENT
COUNTY OF
ISS
On this day of , 20 , before me, the undersigned Notary Public,
personally appeared Mats Persson, Manager of Colorado Cattle Company, LLC and E. Penny Person. Manager of Colorado Cattle
Company. LLC. and known to me to be members or designated agents of the limited liability company that executed the Modification
of Deed of Trust and acknowledged the Modification to be the free and voluntary act and deed of the limited liability company, by
authority of statute, its articles of organization or its operating agreement, for the uses and purposes therein mentioned, and on oath
stated that they are authorized to execute this Modification and in fact executed the Modification on behalf of the limited liability
company.
By Residing at
Notary Public in and for the State of My commission expires
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered
into this 1st day of March, 2010, by and among Colorado Cattle Company, LLC, a Colorado
Limited Liability Company, E. Penny Persson also known as E. Penny Naill, and Mats Persson
(collectively referred to as "Sellers"); and Thomas G. Can and Darcy J. Carr; and Charlotte
Chadwick and Jesse Chadwick (collectively referred to as "Purchasers").
1. AGREEMENT FOR PURCHASE AND SALE
1.1 Sellers agree to sell and convey to Buyers, and Buyers agree to purchase and pay for
certain assets owned by Colorado Cattle Company, LLC and/or E. Penny Persson and Mats
Persson, consisting of both real property and personal property as follows:
a) 100% of the outstanding Common Shares of Colorado Cattle Company, LLC
(referred to as the "LLC"); which owns all real property described on Exhibit A attached hereto
and incorporated herein by reference, which includes real property located at 70008 County
Road 132, New Raymer, CO upon which a sole proprietor Guest Ranch burins has been
operated by E. Penny Persson (referred to as the "Guest Ranch"), together with all
improvements, fixtures, existing structures, rights, easements, reservations, rights -of -way, water
rights, and appurtenances pertaining to or benefiting the real property.
c) all personal property located at the Guest Ranch as of the Closing Date owned by
the Sellers and used in connection with the Guest Ranch.
1.2 E. Penny Persson and Mats Persson are current Managers of the LLC and are familiar
with the Property and operations of the LLC and the Guest Ranch.
1.3 All of the assets described in this Section 1 and conveyed under this Agreement are
referred to as the "Property").
1.4 The Property shall be conveyed free and clear of all liens, encumbrances and easements,
except as specifically identified in this Agreement
1.5 It is the intent of the parties that all real property described in Exhibit A is titled in the
name of the LLC and that all personal property be titled in the individual names of the
Purchasers. The conveyance documents executed at Closing shall reflect this intent
2. EARNEST MONEY
2.1 Purchasers have paid the sum of $50,000.00 which is currently being held by Pamela
Mackey, Esq. (the "Earnest Money"). The Earnest Money shall continue to be held by Pamela
Mackey, Esq., , whose address is 105 E. 10th Ave., Denver, CO 80203, in trust, pending the
Purchaser's compliance with the terms and conditions of this Agreement, to be applied to the
Purchase Price (described below) at the time of closing. The parties acknowledge that this
amount has been previously paid to Sellers and will be made available to them upon trust agent
Pamela Mackey's receipt of all signed and notarized documentation indicating Purchaser's
compliance with the terms and conditions of this Agreement It is the obligation of Sellers to
provide copies of said documents for release of escrow funds.
1
3. EXISTING OBLIGATION TO STATES RESOURCES CORP.
3.1 The parties acknowledge that the Property is presently encumbered by States Resources
Corp. (referred to as "States Resources") pursuant to Promissory Note(s), Security Agreement(s),
Deed(s) of Trust and other collateral documents executed by Sellers (the "States Resources
Debt"). The current balance due and owing on the States Resources Debt is $3,064,658.23 as of
March 5, 2010. The States Resources Debt shall include all interest and other allowable charges
and advances after March 5, 2010. The States Resources Debt is continuing to accrue interest at
the rate of 7.50% per annum, until paid in full. The States Resources Debt has been extended
and is fully due and payable no later than June 30, 2010.
3.2 As additional consideration for the purchase and sale of the Property provided for in this
Agreement, Purchasers agree to assume full and complete liability for payment of the States
Resources Debt and shall execute appropriate documents at the Closing described in this
Agreement
3.3 If Purchasers obtain new financing from a third party lender, and if States Resources is
paid no less than $2,500,000.00 from this new financing from a third party lender, States
Resources agrees to subordinate its Deeds of Trust, Security Agreements and liens against the
Property to the third party lender, except its security interest against the Wind lace, described
below.
3.4 Sellers shall remain fully and completely liable for payment of the States Resources Debt
until the States Resources Debt is paid in full. Sellers shall not be released from liability for the
States Resources Debt, either as guarantors or as makers of the States Resources Debt, until the
States Resources Debt is paid in full.
4. WIND LEASE
4.1 The parties acknowledge that a portion of the real property described in Section 1 is
subject to a Land Inge and Wind Easement dated November 1, 2007 between Colorado Cattle
Company, LLC as I e.ssor and BP Wind Energy North America, Inc., a Virginia corporation as
Lessee (referred to as the "Wind I nsr"). The LLC assigned its rights to payments in the Wind
Inse to E. Penny Persson and Mats E. Persson on June 1, 2009.
4.2 The Wind 1 page has been pledged by the Sellers as collateral for the States Resources
Debt. Purchasers acknowledge that States Resources has a first and prior lien on the Wind
Lease. The Wind Lease shall remain as collateral on the States Resources Debt until the States
Resources Debt is paid in full.
4.3 Under the terms of the Wind I - • ere, the Lessee is required to make payments to Lessor as
follows:
a) $300,000.00 upon execution of the Wind Inge. The parties acknowledge that
this amount has been previously paid to Sellers and is not part of the Purchase Price for the
Property.
b) $2,700,000.00 as a pre -payment of rent within 30 days after commencement of
construction as defined in the Wind I pace
2
c) additional payments under the terms of the Wind Lease subsequent to the pre-
payment of rent described in subsection b) above.
4.4 At the Closing described below, Sellers and Purchasers shall execute whatever
documents are necessary and convenient to preserve States Resources' first and prior lien in the
Wind Lease.
5. PURCHASE PRICE
5.1 The purchase price for the Property shall be $7,270,906.44, plus interest that accrues on
the States Resources Debt and the carryback note payable to E. Penny Persson and Mats Persson
as described below after March 5, 2010 (the "Purchase Price"). The Purchase Price shall be
payable as follows:
a) $2,700,000.00 payable upon receipt of the payment under the Wind Lease
described in Section 4 above.
b) $50,000.00 in Earnest Money to be applied to purchase price at closing, Earnest
Money will be made available to Sellers upon trust agent Pamela Mackey's receipt of all signed
and notarized documentation indicating Purchaser's compliance with the terms and conditions of
this Agreement It is the obligation of Sellers to provide copies of said documents for release of
escrow funds.
c) Carryback note payable to E. Penny Persson and Mats Persson in the amount of
$1,456,248.21, plus interest, subject to any credits and adjustments set forth in this Agreement
(referred to as the "Carryback Note"). The Carryback Note shall contain the following terms and
provisions:
i) five year term with a maturity date of October 17, 2014.
ii) Interest rate of 10% per annum
iii) Payment of $8,000.00 to be paid at Closing as described below
iv) Payment of $15,000 to be paid no later than April 16, 2010
v) Payment of $25,000 to be paid no later than May 14, 2010
vi) Payment of $15,000 to be paid no later than May 31, 2010
vii) Payment of $6,000.00 to be paid no later than June 14, 2010
viii) Payments in the amount of no less than $6,000.00 per month commencing
on March 1, 2010 and continuing on the first day of each month thereafter until the maturity date
d) Assumption of the States Resources Debt.
6. SELLER'S WARRANTIES
6.1 Sellers wpm...at and warrant to Purchasers that as of the date hereof and on the date of
Closing (all representations and warranties being joint and several):
3
a) To the best of Sellers' knowledge and belief, the LLC and E. Penny Persson and Mats
Persson have good and marketable title to all properties, assets, and leasehold estates, real and
personal, as set forth in the attached Exhibit A, subject to no mortgage, pledge, lien, conditional
sales agreement, encumbrance, or charge, except for the liens held by States Resources securing
the States Resources Debt.
b) The Sellers have delivered to Purchasers a list, complete in all material respects, as of
October 18, 2009, of all insurance policies carried by the LLC. The LLC carries insurance on its
properties, assets, and business, which Sellers believe to be adequate in character and amount,
with reputable insurers and such insurance policies are still in full force and effect
c) In all tapwt5 material to the business, financial condition, and ptupcities of the LLC
on a consolidated basis, the LLC is not in default under any law or regulation, or under any order
of any court or federal, state, municipal, or other governmental department, commission, board,
bureau, agency or instrumentality wherever located, and there are (1) no claims, actions, suits, or
proceedings instituted or filed or, (2) to the knowledge of the Sellers there are no claims, actions,
suits, or proceedings threatened presently or which in the fixture may be threatened against or
affecting the LLC at law or in equity, or before or by any federal, state, municipal or other
governmental department, commission, board, bureau, agency, or instrumentality, wherever
located.
d) The LLC is not indebted to any person or entity other than those debts specifically set
forth in this Agreement.
e) The Sellers have not incurred any debts on behalf of the LLC or otherwise committed
the LLC to pay any person or entity any amounts other than those specifically set forth in this
Agreement.
f) There are no actions, suits, proceedings or investigations pending or, to the best of
Sellers' knowledge, threatened before any court, administrative agency or other governmental
body against Sellers or LLC which questions the validity of this Agreement, or the right of
Sellers to enter into any of them, or to consummate the transactions contemplated hereby or
thereby, or which would reasonably be expected to have a material adverse effect on LLC's
business, properties or financial condition. Neither Sellers nor LLC is a party or subject to, and
none of their assets are bound by the provisions of any order, writ, injunction, judgment or
decree of any court or government agency or instrumentality which would reasonably be
ex tied to have a material adverse effect on LLC's business, properties or financial condition.
g) LLC is not a party to or bound by any currently effective employment contract,
deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement
agreement or other employee compensation agreement or arrangement with any collective
bargaining agent. There is no pending or, to the best of Sellers' knowledge, threatened labor
dispute involving LLC and any group of its employees.
7. PRE -CLOSING REQUIREMENTS AND RESTRICTIONS
7.1 At or before the Closing Date, the Sellers, Purchasers and the other Members of the LLC
will c-anse the LLC to:
4
a) carry on its business substantially as it has heretofore and not introduce any
materially new method of management, operation or accounting;
b) Perform all material obligations under agreements, which relate to or affect its
assets, the Property, and rights;
c) Use its best efforts to maintain and preserve its business organization intact, retain
its present employees, and maintain its relationships with suppliers, customers, and
others having business relations with them;
d) Maintain its properties and facilities in as good working order and condition as at
present, ordinary wear and tear excepted; and
e) Keep in full force and effect present insurance policies or other comparable
insurance coverage.
7.2. At or before the Closing Date, the Sellers, Purchasers and the other Members of
the LLC will not permit the LLC, without the prior written consent of the Purchasers and
the Sellers, to:
a) Enter into any contract or commitment or incur or agree to incur any liability or
make any capital expenditures except in the normal course of business;
b) Create, assume, or permit to exist any mortgage, pledge, or other lien or
encumbrance upon any assets or properties whether now owned or hereafter acquired;
c) Increase the compensation payable or to become payable to any Member,
employee, or agent, or make any bonus payment to any such person; or
d) Sell, assign, lease or otherwise transfer or dispose of any property or equipment
except in the normal course of business.
e) Take any action to reduce the effectiveness of the Wind 1 esse or in any way
jeopardize the first and prior security interest of States Resources in the Wind Lease
8. INDEMNIFICATION
Purchasers agree to indemnify and hold harmless the Sellers for any and all debts, including
without limitation taxes levied by any governmental authority, incurred by the Purchasers or the
LLC and for any and all causes of action brought against Sellers as a result of Purchasers
negligent or willful actions. Sellers agree to indemnify and hold harmless the Purchasers for any
and all debts, including taxes levied by any governmental authority, incurred by the Sellers or the
LLC prior to October 19, 2009 and for any and all causes of action brought against Purchasers as
a result of Sellers' negligent or willful actions. Both parties agree that indemnification under this
Section includes indemnifying the other party for reasonable attorney fees.
9. CLOSING
5
The Closing upon which the settlement of this agreement shall take place on March 5, 2010 or as
otherwise agreed to in writing by the Purchasers and Sellers (the "Closing Date"). The Closing
shall take place at a time and location mutually agreeable to Purchasers and Sellers.
9.1 At the Closing, Sellers (either the LLC or E. Penny Persson and Mats Persson, as
appropriate) shall deliver to Purchasers the following documents:
a) a certificate or certificates representing 100% of the common shares of the LLC, duly
executed on behalf of Sellers
b) a cross receipt, duly executed on behalf of Sellers, indicating receipt of the Purchase
Price from Purchasers;
c) bill of sale and/or transfer of title documents for all personal property, equipment,
fixtures and vehicles on the property at the time of signing this agreement, owned by the Sellers
and used in operation of the Guest Ranch.
d) any instrument necessary to transfer title to all real property described in Exhibit A to
the LLC
9.2 At the Closing, Purchasers shall deliver to Sellers the following:
a) the Purchase Price, subject to any adjustments and proration's due hereunder.
b) fully executed Assumption Agreement for the States Resources Debt
c) Payment of $8,000 on the Carryback Note
d) Payment of $15,000.00 on the States Resources Debt
9.3 The parties shall also further execute any other agreements and documents as may be
necessary or convenient to carry out the intent of this Agreement, including without limitation
any and all documents necessary or convenient to insure that the Wind Lease payment in the
amount of $2,700,000.00 will be paid to States Resources as the holder of the first and prior
security interest in the Wind I nse and rights to payment under the Wind I case.
9.4 Purchasers shall be responsible for all 2009 and 2010 real and personal property taxes on
the Property. Purchasers shall be responsible for all closing costs. Appropriate adjustments shall
be made at Closing.
10. CONDITIONS PRECEDENT TO CLOSING
10.1 The obligation of Purchasers to consummate the transactions contemplated by this
Agreement is subject to the fulfillment of each of the following conditions:
a) On the Closing Date, E. Penny Persson and Mats Persson shall be the sole legal and
beneficial owner of 100% of the common shares of the LLC, free and clear of all claims, liens,
mortgages, charges, security interest, encumbrances and other restrictions and limitations of any
kind and nature whatsoever, except as set forth in this Agreement
6
b) By the closing date, any and all necessary consents, authorizations, order or approvals
for transfer of the common shares shall have been obtained.
c) Neither the execution or delivery of this Agreement nor the performance of its
obligations hereunder will conflict with or result in a breach of or constitute a default under or
result in the creation of or an imposition of a lien upon any of the properties or assets of the LLC,
except those liens and mortgages created by any financing obtained by Purchasers to
consummate this transaction, or any agreement to which Sellers or the LLC may be a party or by
which its property or assets may be subject
11. MISCELLANEOUS PROVISIONS
11.1 The parties hereto shall deliver or cause to be delivered at Closing, and at such other times
and places as shall be reasonably agreed on, such additional instruments as may reasonably be
requested for the purpose of carrying out this Agreement Sellers will cooperate and use their
best efforts to have the LLC cooperate on in famishing information, evidence, testimony, and
other assistance in connection with any actions, proceedings, arrangements or disputes of any
nature with respect to matters pertaining to all periods prior to the Closing.
11.2 This Agreement (including the exhibit hereto) and the documents delivered pursuant hereto
constitute the entire agreement and understanding between the parties and supersede any prior
agreement and/or understanding relating to the subject matter of this Agreement This
Agreement may only be modified or amended by a duly authorized written instrument executed
by the parties hereto.
11.3 This Agreement may be executed simultaneously in two or more counterparts. Each
counterpart shall be deemed an original, and all of the counterparts together shall constitute but
one and the same instrument.
11.4 Any notice or communication required or permitted hereunder shall be sufficiently given if
sent by certified or registered mail, postage prepaid; with return receipt requested:
(a) To Purchasers at:
Thomas G. Carr and Darcy J. Carr
70008 WCR 132
New Rayner, CO 80742
And
Jesse Chadwick
2331 N. Prospect St.
Colorado Springs CO 80907
(b) To Sellers at
E. Penny Persson or Mats Persson
and Charlotte Chadwick
3735 Thundercloud Dr.
Colorado Springs, CO 80920
With a copy to:
Levi D. Williamson, Esq.
214 Poplar St.
Sterling, CO 80751
7
2601 N. Cresthaven Ave., Apt. E207
Springfield, MO 65803
(c) Notice of any change of address may be sent by certified or registered mail to Tom
and Darcy Carr, 70008 WCR 132, New Raymer, CO 80742, postage prepaid, with return receipt
requested. Such notice shall be effective upon receipt of return receipt.
11.5 All warranties, covenants, representations, and guarantees shall survive the closing and
execution of the documents contemplated by this Agreement in executing and carrying out the
provisions of this Agreement, the parties hereto are relying solely on the representations,
warranties, and agreements contained in this Agreement or in any writing delivered pursuant to
its provisions or at the losing of the transactions herein provided for and not upon any
representation, warranty, agreement, promise, or information, written or oral, made by any
person other than as specifically set forth herein or therein.
11.6 This Agreement shall be construed in accordance with the laws of the State of Colorado
without regard to its conflicts of law principles.
11.7 Should either party be required to engage legal counsel to enforce this Agreement, the
prevailing party shall be entitled to recover from the other party all reasonable expenses incurred,
including attorney fees. Should a legal action be commenced before a court of competent
jurisdiction, or before any other body, the prevailing party shall be entitled to recover its
reasonable expenses incurred in the action, including attorney fees.
11.8 This Agreement shall inure to the benefit of and be binding on Purchasers and Sellers and
their respective heirs, executors, administrators, personal representatives, successors, and
assigns.
11.9 Purchasers and Sellers each represent that none of them has employed any broker or
entered into any agreement for the payment of any fees, compensation, or expenses to any
person, firm, or corporation in connection with this transaction. Each shall indemnify the others
against any such fees, compensation, or expenses that may be incurred, particularly any claim for
a finder's fee.
11.10 In the event that any provision of this Agreement is found to be illegal or unenforceable,
such provision will be severed or modified to the extent necessary to make it enforceable, and, as
so severed or modified, the remainder of this Agreement shall remain in full force and effect.
11.11 The Purchasers shall not disclose any personal financial information of E. Penny Persson
or Mats Persson, including without limitation financial statements, tax returns, or bank account
information, or an such information relating to operation of the Guest Ranch prior to October 18,
2009 without the written consent of E. Penny Persson or Mats Persson. This prohibition does not
include any financial information of the LLC.
12. NONCOMPETITION AND NONSOLICIATION
12.1 Non -competition and non -solicitation. The "Restrictive Period" shall be a period of five
years, starting on the date all parties have executed this Agreement.
8
a) During the Restrictive Period, E. Penny Persson and Mats Persson each agree that
they will not do any of the following:
(1) Attempt to solicit any business from any person or entity that is, on the date
hereof or at any time during the Restrictive Period or was before the Restrictive Period, a
customer of the Sellers or the LLC;
(2) Interfere in any way with any contractual or other business relationship of the
LLC or the Purchasers that exists at any time during the Restrictive Period;
(3) Entice or hire the employees hereafter employed by Purchasers in connection
with the LLC or the Guest Ranch; provided, however, that should any such employee terminate
such employment through no fault of E. Penny Persson and Mats Persson, such employee may,
after an interval of one year following termination of employment with Purchasers, be employed
by E. Penny Persson or Mats Persson without violation of this provision.
b) During the Restrictive Period, E. Penny Persson and Mats Persson agree not to
compete with Purchasers in the United States of America (the "Restricted Area"), directly or
indirectly, in any business that is similar to or competitive with the Guest Ranch operated on the
property owned by the LLC and previously operated by E. Penny Persson and Mats Persson and
currently operated by the Purchasers, as now conducted or as conducted at any time during the
Restrictive Period. For purposes of this Agreement, direct or indirect competition will include,
but not be limited to, competition as a sole proprietor, partner, corporate officer, du - tor,
manager, member, shareholder, employee, consultant, agent, independent contractor, trustee,
guarantor, advisor, lender, or in any other capacity whatsoever pursuant to which E. Penny
Persson and Mats Persson are, themselves engaged in any way in the prohibited competitive
activity. The provisions of this paragraph will not, however, restrict E. Penny Persson or Mats
Persson from owning less than 1% of the outstanding stock of any publicly traded corporation
engaged in a competitive activity so long as E. Penny Persson or Mats Persson do not engage in
such business for their own account or otherwise engage in direct or indirect competition as
defined above.
c) In the event that any provision of this Section 12 is found to be illegal or
unenforceable, such provision will be severed or modified to the extent necessary to make it
enforceable, and, as so severed or modified, the remainder of this Section 12 shall remain in full
force and effect.
d) The parties acknowledge that the provisions of this Section 12 are essential for the
protection of Purchasers and that any breach or threatened breach of this Agreement would cause
immediate and irreparable damage to Purchasers for which monetary relief would be inadequate
or difficult to ascertain. Accordingly, the parties agree that, upon the existence of any breach or
threatened breach hereof, Purchasers may, without limitation of any other rights Purchasers may
have, obtain a temporary restraining order, preliminary injunction, or other appropriate form of
equitable relief to enforce the provisions hereof.
e) In the event that either E. Penny Persson or Mats Persson breaches any provision of
Section 12 of this Agreement, the Restrictive Period shall be extended for a period of time equal
to the duration of the breach.
9
E. Penny Persson Date
Mats Persson Date
COLORADO CATTLE COMPANY, LLC
By:
Purchasers:
Thomas G. Carr
Date
Ave iiatikuj ) 3-3-10
Charlotte Chadwick Date
ucL� .l 3'/
Jesse Chadwick
Date
10
IN WITNESS WHEREOF, the parties have executed this Agreement
Sellers:
3 -a-1 en
Date
COLORADO CATTLE COMPANY, LLC
By.r....)
Purchasers:
Thomas G. Carr Date
Darcy J. Carr Date
Charlotte Chadwick Date
Jesse Chadwick Date
10
STATE OF MISSOURI
COUNTY OF GREENE
)
)
)ss.
Subscribed in my presence and sworn to before me this
OfA,{I1k1, 201 d by E. Penny Persson.
Witness my band and official seal.
SHERRI D. DAVIS
Notary Public - Notary Seal
STATc OF MISSOURI
Greene C - Co5t�2
My Commis Expires
My commission expires: 10. LP • Pa (/ 1
STATE OF MISSOURI
COUNTY OF GREENE
)
)
) ss.
day
anti i LQ,I,O A l/)
Notary Public
Subscribed in my presence and sworn to before me this
Of 20 I Oby Mats Persson.
Witness my hand and official seal.
SHERRI D. DAVIS
Notary Public - Notary STATE Seal
OF MISSOURI
Greene County - Comme08651308
My Commission Expires Oct. 6.2012
My commission expires: ( O •(1) 'AO/9
3rd -
day
&sa,uucicukA x
Notary Public
11
STATE OF MISSOURI
)ss.
COUNTY OF GREENE )
Subscribed in my presence and sworn to before me this day
Of1(4LL " 20112 b as, Ain of Colorado Cattle
Company, LLC.
Witness my hand and official seal.
SHERRI D. DAVIS
Notary Public - Notary Seal
STATE OF MISSOURI
Greene County . ComnW08651308
My Commission Expires Oct. 6, 2012
My commission expires: JO. to ',91)I (/ 1
STATE OF COLORADO
) ss.
COUNTY OF
QhAL £Q ith A4)
Notary Public
Subscribed in my presence and sworn to before me this day
Of , 20 by Thomas G. Can.
Witness my hand and official seal.
Notary Public
My commission expires:
12
STATE OF MISSOURI
COUNTY OF GREENE
)
)
)ss.
Subscribed in my presence and sworn to before me this day
Of , 20 by as of Colorado Cattle
Company, LLC.
Witness my hand and official seal.
My commission expires:
STATE OF COLORADO
COUNTY OF
Ler
Notary Public
Subscribed in my presence and sworn to before me this 3 day
Of , 20 n by Thomas G. Carr.
Witness my hand and official seal.
KELLI FERKOVICH
NOTARY PUBLIC
STATE OF COLORADO
My commission expires: 4.1. p.t�.
4iLeL4-3Pittsa—
Notary Public
12
STATE OF COLORADO
COUNTY OF
)ss.
Subscribed in my presence and sworn to before me this
Of %fr , 201O by Darcy J. Carr.
Witness my hand and official seal.
KELLI FERKOVICH
NOTARY PUBLIC
STATE OF COLORADO
My commission expires: 1/ .
STATE OF COLORADO )
)ss.
COUNTY OF trCCSAvl
)
day
Subscribed in my presence and sworn to before me this 3 day
Of Oar, 20 tO by Charlotte Chadwick.
Witness my hand and official seal.
My commission expires: J4. 7./4.
13
STATE OF COLORADO
COUNTY OF
Subscribed in my presence and sworn to before me this 3 day
Of My, W , 20L by Jesse Chadwick.
Witness my hand and official seal.
)
) ss.
)
My commission expires: 4.., •i,
14
EXHIBIT A
ALL OF WELD COUNTY
Parcel 1
Township 11 North, Range 57 West of the 6th P.M.
Section 9: All
Section 10: W1/2
Section 14: W1/2NW1/4 and NW1/4SW1/4
Section 15: S1/2N1/2, NE1/4NE1/4, N1/2SE1/4, NE1/4SW1/4
Section 19: E1/2NE1/4, NW1/4NW1/4, S1/2NW1/4,SW1/4,
NW1/4SE1/4, S1/2SE1/4 and Wl/4NE1/4
Section 20: NE1/4, SW1/4, E1/2SE1/4, SW1/4SEl/4
Section 21: All except SW1/4SW1/4, SW1/4SW1/4
Section 22: All
Section 23: W1/2SW1/4
Section 24: NW1/4NE1/4
Section 26: N60A of W1/2NW1/4
Section 27: W1/2E1/2, E1/2W1/2, NE1/4NE1/4, N1/2SE1/4NE1/4,
W1/2NW1/4, NW1/4SW1/4
Section 28: N1/2NE1/4, NE1/4NW1/4, NW1/4NW1/4
Section 29: W1/2, N1/2NE1/4
Section 30: S1/2NE1/4, SE1/4, E1/2W1/2 and Lots 1, 2 and 3
Parcel 2
Township 11 North, Range 57 West of the 6t" P.M.
Section 20: NW1/4, except 5 ac missile site on SW1/4NW1/4
Section 30: N1/2NE1/4
Parcel 3
Township 11 North, Range 57 West of the
Section 15: S1/2S1/2 and NW1/4SW1/4
Section 23: SW1/4NW1/4
6t" P.M.
ADDENDUM TO PURCHASE AGREEMENT
THIS ADDENDUM TO PURCHASE AGREEMENT, made and entered into by E.
Penny Persson and Mats E. Persson ("Sellers") and Thomas G Carr and Darcy J Can,
Charlotte Chadwick, and Jesse Chadwick ("Purchasers") as of the 5m day of March, 2010
and referencing the loan number 6554802B-96 entered into by and between Purchasers
and States Resources Corp. (Lender) as of the 5th day of March, 2010:
WHEREAS, Lender has made a loan to Colorado Cattle Company, LLC ("Colorado
Cattle"), which loan is secured, in part, by that certain Land Lease and Wind Easement
("Wind I ease") dated November 5, 2007 between Colorado Cattle and BP Wind Energy
North America, Inc. ("BP Wind Energy");
WHEREAS, Lender's loan may be repaid, in part, from the proceeds of the Wind I tsse;
and
WHEREAS, the Lender's loan was made at a time in which Sellers held an interest in
Colorado Cattle and was made in anticipation of a sale of such interests; and
WHEREAS, Sellers have sold their interests in Colorado Cattle pursuant to a Purchase
and Sale Agreement dated as of even date herewith; and
WHERES, Sellers' sale under the Purchase and Sale Agreement was made possible by
Lender's loan to Colorado Cattle; and
WHEREAS, the purchase price for the Purchase and Sale Agreement is, in part, to be
paid by the proceeds of the Wind I ease;
NOW THEREFORE, in consideration of the foregoing and other good and adequate
consideration the receipt and sufficiency of which is hereby acknowledged, the parties
agree that:
1. The payments under the Wind I ease shall be made first to Lender and none of
the payments under the Wind lease shall be paid to sellers until Lender's
loan shall be paid in full and Lender has no further obligation to make any
advances under such loan, including without limitation the right and not the
obligation to make advances to protect Lender's collateral ("Advances").
2. Purchasers remain fully liable to Sellers for any amounts paid under the Wind
Lease to Lenders, and any amounts paid to Lender under the Wind I ease
become due and payable to Sellers at the time of payment under the same
terms as were agreed to between Lender and Purchasers. At the time of
payment to Lenders of any amount under the Wind Lease, Purchasers agree to
execute documents with Sellers equal to the amount paid under the Wind
Lease replicating terms previously agreed to with Lenders. Dates of maturity,
interest percentage, and other agreed to terms will remain in effect against any
payment amounts remitted under the Wind I rase and these terms will be
transferred to a corresponding agreement with Sellers.
3. After Lender's loan shall have been fully repaid and no obligations to make
Advances under the loan remain, Lender will advise BP Wind Energy of such
fact and that it has no further interests in the payments under the Wind Inca.
4. After Lender's loan is repaid in full and no further obligations to make
Advances remain, any payments made to or received by Lender shall be held
in trust by Lender for the benefit of Sellers and paid over to Sellers forthwith
and without the necessity of demand therefor.
5. The priority agreed to herein shall, as between Lender and Sellers, and
between Sellers and Purchasers govern the entitlement to the payments from
the Wind I rase notwithstanding any other priority rule, whether set forth in
the Uniform Commercial Code or other controlling state law or otherwise, or
whether such other priority may result from any failure to file or otherwise
perfect the parties' lc ia- ive security interests in such payments.
6. This agreement shall be construed in accordance with the internal laws of the
State of Colorado, and shall not be amended except pursuant to a writing
signed by both parties hereto.
Dated the day and time first mentioned above;
Thomas G Cazr, Purchaser E. Penny Persson, Seller
Darcy J Can, Purchaser Mats E Seller
Charlene Chadwick, Purchaser
Jesse Chadwick
interest percentage, and other agreed to terms will remain in effect against any
payment amounts remitted under the Wind Lease and these terms will be
transferred to a corresponding agreement with Sellers.
3. After Lender's loan shall have been fully repaid and no obligations to make
Advances under the loan remain, Lender will advise BP Wind Energy of such
fact and that it has no further interests in the payments under the Wind Lease.
4. After Lender's loan is repaid in full and no further obligations to make
Advances remain, any payments made to or received by Lender shall be held
intrust by lender for the benefit of Sellers and paid over to Sellers forthwith
and without the necessity of demand therefor.
5. The priority agreed to herein shall, as between Lender and Sellers, and
between Sellers and Purchasers govern the entitlement to the payments from
the Wind Lease notwithstanding any other priority rule, whether set forth in
the Uniform Commercial Code or other controlling state law or otherwise, or
whether such other priority may result from any failure to file or otherwise
perfect the parties' respective security interests in such payments.
6. This agreement shall be construed in accordance with the internal laws of the
State of Colorado, and shall not be amended except pursuant to a writing
signed by both parties hereto.
Dated the day and time first mentioned above;
Thomas CCaaarrt, Purchaser E. Peary Pcrsson, Seller
Darcy J Carr Purchaser Mats E. Persson, Seller
Crkokatkittfa 6"1/-
t�dirick, Purchaser
Jesse Chadwick
X/7
R
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
of
COLORADO CATTLE COMPANY, LLC
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING
AGREEMENT (this "Agreement') of COLORADO CATTLE COMPANY, LLC, a Colorado
limited liability company (the "Company") is made and entered into by and among the members
of the Company as set forth on the signature page hereof, effective as of April 20, 2009 (the
"Effective Date").
RECITALS:
WHEREAS, the Company was formed on May 30, 2006 as a limited liability company
by the filing of Articles of Organization (the "Articles") with the Secretary of State of Colorado,
in accordance with the provisions of the Colorado Limited Liability Company Act, as amended
from time to time (the Act"); and
WHEREAS, the Members (as defined below) desire to (i) convert the existing
membership interests in the Company held by the Members set forth on Schedule A hereto into a
single series of Preferred Shares and (ii) amend and restate in its entirety the Limited Liability
Company Operating Agreement of the Company dated as of May 30, 2006 to reflect certain
changes in the capitalization and management of the Company.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
other valuable consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
ARTICLE 1
CERTAIN DEFINITIONS
1.1 Certain Definitions. For purposes of this Agreement, certain terms used in this
Agreement shall be defined as follows:
(a) "Accounting Period" shall be (i) a calendar year if there are no changes in
the Members' respective interests in income, gain, loss or deductions during such calendar year
except on the first day thereof, or (ii) any other period beginning on the first day of a calendar
year, or any other day during a calendar year upon which occurs a change in such respective
interests, and ending on the last day of a calendar year or on the day preceding an earlier day
upon which any change in such respective interest shall occur.
(b) "Adjusted Asset Value" with respect to any asset shall be the asset's
adjusted basis for federal income tax purposes, except as follows:
-1-
(i) The initial Adjusted Asset Value of any asset contributed by a
Member to the Company shall be the gross Fair Market Value of such asset at the time of
contribution, as determined by the contributing Member and the Company.
(ii) The Adjusted Asset Values of all Company assets may, in the sole
discretion of the Managers, be adjusted to equal their respective gross Fair Market Values, as
determined by the Managers, and, in accordance with Treasury Regulation § 1.704-1(b)(2)(iv)(t),
the resulting unrecognized profit or loss shall be allocated to the Capital Accounts of the
Members pursuant to Article 7, as of the following times: (1) the distribution by the Company to
a Member of more than a de minimis amount of Company assets, unless all Members receive
simultadeohS distributions of either undivided interests in the distributed property or idenlical
Company assets in proportion to their interests in the Company; and (2) the acquisition of an
additional interest in the Company by any new or existing Member in exchange for the
provisions of services to or for the benefit of the Company, such as a Profit Share. In the event of
an acquisition of an additional interest in the Company by any new or existing Member in
exchange for more than a de minimis Capital Contribution, in accordance with Treasury
. Regulation §1.704-1(b)(2)(iv)(f), the resulting unrecognized profit or loss shall be allocated to
the Capital Accounts of the Members.
(c) "Additional Member" shall mean any person or entity, other than a
Member set forth on Fxhibit A dated as of the date of this Agreement, who or which is admitted
to the Company as a Member pursuant to the terms of this Agreement
(d) "Capital Account" of each Member shall be determined in accordance
with Treasury Regulations 1.704-1(b)(2)(iv)(b). The Capital Accounts of the Members as of the
date of this Agreement are set forth in Exhibit A.
(e) "Capital Contribution" of each Member, if any, shall be the amount of
cash and the Net Agreed Value of property contributed by such Member to the Company.
(f) "Cash Preferred Members" shall be those Members holding Preferred
Shares that are to receive their Preferred Return in Cash, as designated on Exhibit B hereto.
(g) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time (or any corresponding provisions of succeeding law).
(h) "Distributable Funds" shall mean, at any time, (i) the amount of cash and
other liquid assets of the Company or its wholly owned subsidiaries on hand at that time
(including amounts resulting from borrowings), less (ii) the excess, if any, of the amount of
reasonably foreseeable cash expenses as determined by the Managers, and less (iii) cash reserves
that the Managers deem necessary for the nerds and operation of the Company's business.
(i) "Fair Market Value" shall mean, with respect to any property, the value
that would be obtained therefore in an arm's length transaction or sale (for cash) between an
informed and willing purchaser and an informed and willing seller, neither being under any
compulsion to buy or sell, which value shall be determined in good faith by the Managers unless
otherwise provided herein.
-2-
(j) "Fiscal Year" of the Company shall mean the 12 -month period that
commences on January 1 of each year and ends on December 31 of such year, except for the
final Fiscal Year of the Company, which shall begin on January 1 of such final Fiscal Year and
end on the date of termination of the Company.
(k) "Majority Action" shall mean approval or consent of the Members holding
at least a majority of the outstanding Common Shares.
(1) "Manager" or "Managers" shall mean the manager(s) designated or
elected by Majority Action pursuant to the terms of this Agreement.
(m) "Member" shall mean the Members set forth on Exhibit A dated as of the
date of this Agreement and Additional Members as of a given time.
(n) "Net Agreed Value" shall mean (i) in the case of any Capital Contribution,
the Fair Market Value of such property at the time of contribution reduced by any indebtedness
that is secured by such property and assumed or taken subject to such indebtedness by the
Company upon such contribution under Section 752 of the Code, and (ii) in the case of any
property distributed to a Member, the Fair Market Value of such property at the time of such
distribution reduced by any indebtedness that is secured by such property and assumed or taken
subject to such indebtedness by such Member upon such distribution under Section 752 of the
Code. The Fair Market Value of contributed property shall be determined in good faith by the
Managers and the contributing Member in their sole discretion and shall be (A) memorialized in
Exhibit A attached hereto and (B) binding upon the parties to this Agreement.
(o) -"Original Issue Price" of a Preferred Share shall be the amount paid to
the Company for the Preferred Share upon issuance. For all Preferred Shares outstanding as of
the date of this Agreement, the Original Issue Price is $1,000 per Share.
(p) "Preferred Return" shall be, with respect to a Member's Preferred Shares,
as set forth with respect to such Member on Exhibit A.
(q) "Preferred Return Share" shall mean, with respect to each Member, a
number of Preferred Shares equal to the product of the Preferred Return multiplied by the
number of Preferred Shares owned by such Member calculated annually as of the last day of
each Fiscal Year (or other Accounting Period, as applicable) based upon the daily weighted
average balance for the applicable period of the number of Preferred Shares owned by such
Member.
(r) "Profit" or "Loss" shall be an amount computed for each Accounting
Period as of the last day thereof that is equal to the Company's taxable income or loss for such
Accounting Period, determined in accordance with Section 703(a) of the Code (for this purpose,
all items of income, gain, loss, or deduction required to be stated separately pursuant to Code
Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:
-3-
(i) Any income of the Company that is exempt from federal income
tax and not otherwise taken into account in computing Profit or Loss pursuant to this paragraph
shall be added to such taxable income or loss;
(ii) Any expenditures of the Company described in Code
Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury
Regulation Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profit
or Loss pursuant to this paragraph shall be subtracted from such taxable income or loss;
(iii) Gain or loss resulting from any disposition of a Company asset
with respect to which gain or loss is recognized for federal income tax purposes and depreciation
and amortization with respect to such assets shall be computed by reference to the Adjusted
Asset Value of the asset disposed of rather than its adjusted tax basis;
(iv) The difference between the gross fair market value of all Company
assets, as determined by the Managers, and their respective Adjusted Asset Values shall be added
to such taxable income or loss in the circumstances described in Section 1.1(b);
(v) Upon any distribution in kind, the difference between the Fair
Market Value and the Adjusted Asset Value of the assets distributed shall be added to such
taxable income or loss; and
(vi) Any items that are specially allocated pursuant to Section 7.2 shall
be excluded.
(s) "Redemption Value" shall mean, with respect to a Preferred Share, an
amount equal to $100.
(t) "Share(s)" shall mean the Shares of interest among which the Company's
equity, Profits and Losses, and right to participate in the management of the Company, are
divided. As of the date hereof, Shares include "Preferred Shares" and "Common Shares."
(u) "Treasury Regulations" shall mean the Income Tax Regulations
promulgated under the Code, as such Regulations may be amended from time to time (including
corresponding provisions of succeeding Regulations).
ARTICLE 2
NAME, PURPOSES AND POWERS, AND PLACE OF BUSINESS OF COMPANY
2.1 Company Name. The Company shall conduct its activities under the name
Colorado Cattle Company, LLC or such other name as the Managers may designate.
-4-
2.2 Company Purposes and Powers. The Company was formed to engage in any
lawful act or activity for which limited liability companies may be formed under the Act. The
Company has all of the powers of a limited liability company set forth in the Act.
2.3 Principal Place of Business. The principal place of business of the Company
shall be 70008 WCR 132, New Raymer, Colorado 80742, or at such other place or places as the
Managers may from time to time determine.
2.4 Registered Agent and Registered Office. The name of the registered agent for
service of process of the Company and the address of the Company's registered office in
Delaware are specified in the Article and may be changed as the Managers may from time to
time designate. Registered agents and offices outside Delaware may be designated and changed
by the Managers as the Managers determine necessary.
ARTICLE 3
PERIOD OF DURATION
3.1 Period of Duration. The Company has filed the Articles with the Secretary of
State of the State of Colorado and shall exist unless and until dissolved as provided in
Section 11.1.
3.2 Events Affecting the Managers. The death, bankruptcy, withdrawal, insanity,
incompetency, permanent incapacity, expulsion or removal of a Manager, as applicable, shall
not dissolve the Company.
3.3 Events Affecting a Member. The death, bankruptcy, withdrawal, insanity,
incompetency, permanent incapacity, dissolution, expulsion or removal of a Member shall not
dissolve the Company.
ARTICLE 4
CAPITAL STRUCTURE AND MEMBERS
4.1 Shares.
(a) The Company shall have Common Shares and Preferred Shares. Subject
to the provisions of this Agreement, the Managers are authorized to issue additional Common
Shares or Preferred Shares, which the Company may issue for cash, property, or both, in the sole
discretion of the Managers. Each Preferred Share shall be initially issued for $1,000 of
consideration.
(b) As of the date hereof, Shares are owned as set forth on Exhibit A attached
hereto.
4.2 Voting.
-5-
(a) Each holder of Common Shares shall be entitled to one vote per such
Share held of record on the Company's books, as to matters that come before the Members for a
vote. Preferred Shares shall not be entitled to any votes with respect to their Preferred Shares
except as set forth in Article 13.
(b)
Majority Action.
4.3 Names and Addresses. The names and addresses of the Members and the
number of Shares held by each Member are set forth on Exhibit A hereto. The Managers shall
cause Exhibit A to be amended from time to time to reflect the admission of any Additional
Member, the withdrawal of any Member, receipt by the Company of notice of any change of
address of a Member, the change in the number of Shares held by any Member, or the
occurrence of any other event requiring amendment of Exhibit A.
4.4 Restrictions on Transfers of Shares.
(a) Without the prior written approval of the Managers, no Member shall sell,
assign, mortgage, pledge or otherwise dispose (each, a "transfer") of such Member's Shares or
such Member's share in the Company's capital assets or property, except (i) Shares may be
transferred to any other Member, (ii) any Member that is an entity may transfer its Shares to its
equity or beneficial owners, (iii) any Member who is an individual may transfer his Shares to
members of his family, meaning his spouse, his descendants (including adopted children),
spouses of his descendants, his siblings, the siblings of his spouse, his nieces and nephews and
the nieces and nephews of his spouse, a trust or trusts for the exclusive benefit of any one or
more of such immediate family members and a charitable organization (including a charitable
trust, charitable foundation or similar entity), or (iv) any Member who is an individual may make
a transfer of his Shares by will or pursuant to the laws of descent and distribution.
(b) If a Member attempts to, or suffers to occur, a transfer in violation of this
Section 4.4, such attempted or suffered transfer shall be null and void in all respects, and such
Member shall be liable to the Company and the other Members for all damages that they may
sustain as a result of such attempted or suffered transfer.
(c) As a condition to recognizing the effectiveness and binding nature of any
transfer of any Share, the transferring Member or its representative, if applicable, and the
proposed transferee shall execute, acknowledge and deliver to the Company such instruments of
transfer, assignment and assumption and such other certificates, representations and documents,
and perform all such other acts that the Managers deem necessary or desirable to (1) constitute
such transferee as such; (2) confirm that the transferee desiring to acquire Shares has accepted,
assumed and agreed to be subject to and bound by all the terms, obligations and conditions of
this Agreement, as the same may have been further amended; (3) preserve the Company after the
completion of such transfer under the laws of each jurisdiction in which the Company is
qualified, organized or does business; (4) maintain the status of the Company as an organization
not taxable as a corporation under the then applicable provisions of the Code; (5) not cause,
either alone or when combined with other transactions, a termination of the Company within the
Each matter coming before the Members for a vote shall be decided by
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meaning of Code Section 708 (unless otherwise determined by the Managers); and (6) assure
compliance with the applicable securities acts and regulations.
ARTICLE 5
MANAGEMENT, DUTIES AND RESTRICTIONS
5.1 Management. The Company shall have one or more Managers, as determined
under Section 5.2 herein. Action will be taken by the Managers, if there are two Managers, by
either Manager, and if there are more than two, by a majority of the Managers. At any time
that is nd Manager, any Common "Share holder with at least 10% of the Conntiot Shares
outstanding may act as Manager until one is designated. Except as otherwise set forth herein,
the Managers shall have the sole right to manage, control, and conduct the affairs of the
Company and to do any and all acts on behalf of the Company, and to exercise all rights and
powers on behalf of the Company.
5.2 Designation of Manager. The Managers shall initially be E. Penny Persson and
Mats E. Persson. A different or additional Manager may be designated by Majority Action.
53 Removal of a Manager. The Managers may be removed upon Majority Action
approving or authorizing such removal, with or without cause.
5.4 Resignation of a Manager. Each Manager may resign at any time by giving at
least five (5) days advance written notice to each of the Members.
53 Determination by the Managers. All matters concerning allocations,
distributions and tax elections (except as may otherwise be required by the income tax laws) and
accounting procedures not expressly and specifically provided for by the terms of this
Agreement shall be determined in good faith by the Managers. Such determination shall be
final and conclusive as to all of the Members. At the timely request of a Member who transfers
an interest in the Company in accordance with the provisions of this Agreement, the Managers
may determine to file an election under Section 754 of the Code with respect to such transfer.
5.6 Fiduciary Duties; Nonliability. The Managers shall have fiduciary duties to the
Company only to the extent provided in the Act, including nice law interpretations thereof.
Except as otherwise provided in the Act, no Manager, Member or officer shall be liable to any
Member or Manager for any conduct or actions or for failure not to act, except for conduct,
actions or inactions (a) determined by a court of competent jurisdiction not to have been
undertaken in good faith or (b) which constitutes willful misconduct or a willful breach of this
Agreement.
5.7 Offices. Officers of the Company may be appointed from time to time by the
Managers. No officer need be a Member or a Manager. Any officers so designated shall have
such authority and perform such duties as the Managers may, from time to time, delegate to
them. The Board may assign titles to particular officers and, unless the Board decides
otherwise, if the title is one commonly used for officers of a Colorado corporation, the
assignment of such title shall constitute the delegation to such officer of the authority and duties
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made to such officer by the Managers and subject to all standards of care and restrictions
applicable to the Members and the Managers hereunder and to the officers a Colorado
corporation under applicable law.
(a) Each officer shall hold office until his successor is duly designated and
qualified or until his death or until he resigns or is removed by the Board with or without cause.
Any number of offices may be held by the same person. The salaries or other compensation, if
any, of the officers of the Company shall be fixed from time to time by the Managers.
ARTICLE 6
CAPITAL ACCOUNTS; CAPITAL CONTRIBUTIONS
6.1 Capital Accounts. An individual Capital Account shall be maintained on the
Company's books for each Member.
6.2 Initial Capital Contributions. As of the date of this Agreement, the Members
have made the Capital Contributions reflected on Exhibit A hereto.
63 Additional Capital Contributions. Except as provided in Section 6.4,
Members shall not be required to make additional Capital Contributions. To the extent that a
Member makes an additional Capital Contribution, such additional Capital Contribution must be
either. (i) pro rata from each Member holding Common Shares in accordance with such
Common Share ownership interest; (ii) in exchange for additional Common Shares; or (iii) in -
exchange for additional Preferred Shares.
6.4 Contributions to Fund Tax Withholding Requirements. The Company may
be required to withhold and remit any income or payroll taxes to the Internal Revenue Service
("IRS") or applicable state taxing authority pursuant to a provision of the Code or applicable
state law with respect to any Member. In such event, the amount to be withheld and paid to the
IRS or applicable state taxing authority (any such amount being the "Tax Amount") shall be
deemed to have been distributed to such Member. To the extent, if any, that a Tax Amount has
not been withheld from the Member, the Company shall have the right to either (a) offset the
amount of such Tax Amount against amounts otherwise to be distributed to such Member by the
Company in the future, or (b) require such Member to make additional Capital Contributions at
such times and in such amounts as determined by the Managers sufficient to fund, or reimburse
the Company for, such Tax Amount.
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ARTICLE 7
ALLOCATIONS
7.1 Profit and Loss. Profit and Loss of the Company shall be allocated in a manner
such that and to the extent possible, the Adjusted Capital Account of each Member shall be
equal to the proceeds that would be distributed to such Member if all of the assets of the
Company were sold for their Adjusted Asset Value and the proceeds distributed in accordance
with the priorities established in Section 9.2.
7.2 Regulatory Allocations. The provisions in this Section 7.2 contain special rules
for the allocation of items of Company income, gain, loss and deduction that override the basic
allocations of Profit and Loss set forth in Section 7.1 to the extent necessary to cause the overall
allocations of items of Company income, gain, loss and deduction to have substantial economic
effect pursuant to Treasury Regulations Section 1.704-1(b) and shall be interpreted in light of
that purpose. Subsection (a) below contains special technical definitions. Subsections (b)
through (g) contain the Regulatory Allocations themselves. Subsections (h), (i) and (j) are
special rules applicable in applying the Regulatory Allocations.
(a) For purposes of this Section 7.2, the following terms shall have the
meanings indicated:
(i) "Adjusted Capital Account' means, with respect to any Member or
assignee, such person's Capital Account as of the end of the relevant Fiscal Year increased by
any amounts which such person is obligated to restore, or is deemed to be obligated to restore
pursuant to the next to last sentences of Treasury Regulations Sections 1.704-2(g)(1) (share of
minimum gain) and 1.704-2(i)(5) (share of member nonrecourse debt minimum gain).
(ii) "LLC Minimum Gain" has the meaning of "partnership minimum
gain" set forth in Treasury Regulations Section 1.704-2(d), and is generally the aggregate gain
the Company would realize if it disposed of its property subject to Nonrecourse Liabilities in full
satisfaction of each such liability, with such other modifications as provided in Treasury
Regulations Section 1.704-2(d). In the case of Nonrecourse Liabilities for which the creditor's
recourse is not limited to particular assets of the Company, until such time as there is regulatory
guidance on the determination of minimum gain with respect to such liabilities, all such
liabilities of the Company shall be treated as a single liability and allocated to the Company's
assets using any reasonable basis selected by the Managers.
(iii) "Member Nonrecourse Deductions" shall mean losses, deductions
or Code Section 705(a)(2)(B) expenditures attributable to Member Nonrecourse Debt under the
general principles applicable to "partner nonrecourse deductions" set forth in Treasury
Regulations Section 1.704-2(i)(2).
(iv) "Member Nonrecourse Debt' means any Company liability with
respect to which one or more but not all of the Members or related persons to one or more but
not all of the Members bears the economic risk of loss within the meaning of Treasury
Regulations Section 1.752-2 as a guarantor, lender or otherwise.
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(v) "Member Nonrecourse Debt Minimum Gain" shall mean the
minimum gain attributable to Member Nonrecourse Debt as determined pursuant to Treasury
Regulations Section 1.704-2(i)(3). In the case of Member Nonrecourse Debt for which the
creditor's recourse against the Company is not limited to particular assets of the Company, until
such time as there is regulatory guidance on the determination of minimum gain with respect to
such liabilities, all such liabilities of the Company shall be treated as a single liability and
allocated to the Company's meets using any reasonable basis selected by the Managers.
(vi) "Nonrecourse Deductions" shall mean losses, deductions, or Code
Section 705(a)(2)(B) expenditures attributable to Nonrecourse Liabilities (see Treasury
Regulations Section 1.704-2@)(1)). The amount of Nonrecourse Deductions for a Fiscal Year
shall be determined pursuant to Treasury Regulations § 1.704-2(c), and shall generally equal the
net increase, if any, in the amount of LLC Minimum Gain for that taxable year, determined
generally according to the provisions of Treasury Regulations Section 1.704-2(d), reduced (but
not below zero) by the aggregate distributions during the year of proceeds of Nonrecourse
Liabilities that are allocable to an increase in LLC Minimum Gain, with such other modifications
as provided in Treasury Regulations Section 1.704-2(c).
(vii) "Nonrecourse Liability" means any Company liability (or portion
thereof) for which no Member bears the economic risk of loss under Treasury Regulations
Section 1.752-2.
(viii) "Regulatory Allocations" shall mean allocations of Nonrecourse
Deductions provided in subparagraph (b) below, allocations of Member Nonrecourse Deductions
provided in subparagraph (c) below, the minimum gain chargeback provided in subparagraph (d)
below, the member nonrecourse debt minimum gain chargeback provided in subparagraph (e)
below, the qualified income offset provided in subparagraph (f) below, the gross income
allocation provided in subparagraph (g) below, and the curative allocations provided in
subparagraph (h) below.
(b) All Nonrecourse Deductions for any Fiscal Year shall be allocated
proportionately among the Members pro ram in accordance with their Common Shares.
(c) All Member Nonrecourse Deductions for any Fiscal Year shall be
allocated to the Member who bears the economic risk of loss under Treasury Regulations
Section 1.752-2 with respect to the Member Nonrecourse Debt to which such Member
Nonrecourse Deductions are attributable.
(d) If there is a net decrease in LLC Minimum Gain for a Fiscal Year, each
Member shall be allocated items of Company income and gain for such year (and, if necessary,
subsequent years) in an amount equal to such Member's share of such net decrease in LLC
Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g)(2) and
the definition of LLC Minimum Gain set forth above. This provision is intended to comply with
the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(f) and shall
be interpreted consistently therewith.
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(e) If there is a net decrease in Member Nonrecourse Debt Minimum Gain
attributable to a Member Nonrecourse Debt for any Fiscal Year, each Member who has a share
of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse
Debt as of the beginning of the Fiscal Year, determined in accordance with Treasury Regulations
Section 1.704-2(ix5), shall be allocated items of Company income and gain for such year (and, if
necessary, subsequent years) in an amount equal to such Member's share of the net decrease in
Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt,
determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and (5) and the
definition of Member Nonrecourse Debt Minimum Gain set forth above. This subparagraph is
intended to comply with the member nonrecourse debt minimum gain chargeback requirement in
Treasur3Regulatio'ns Section l.704 -2(i)(4) and shad be interpreted consistently therewith.
(f) In the event any Member unexpectedly receives any adjustments,
allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4),
(5), or (6), items of Company income and gain (consisting of a pro rata portion of each item of
Company income, including gross income, and gain for such year) shall be allocated to such
Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury
Regulations, any deficit in such Member's Adjusted Capital Account created by such
adjustments, allocations or distributions as quickly as possible.
(g) In the event any Member has a deficit in its Adjusted Capital Account at
the end of any Fiscal Year, each such Member shall be allocated items of Company gross income
and gain, in the amount of such Adjusted Capital Account deficit, as quickly as possible.
(h) In the event that allocations are made in a taxable year pursuant to this
Section 7.2 each Member shall be allocated items of Company gross income, gain, loss, and
deduction so as to cause, as near as possible, the Members' Capital Accounts to reflect the
Capital Accounts that would have existed had no allocations pursuant to this Section 7.2
(excluding any allocation made pursuant to this Section 7.2(h)) been made.
(I) The allocations in this Section 7.2 to the extent they apply shall be made
before the allocations of Profit or Loss under Section 7.1 and in the order in which they appear
above.
(j) To the extent an adjustment to the adjusted tax basis of any Company asset
pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury
Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital
Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of
gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such
basis), and such gain or loss shall be specially allocated to the Members in a manner consistent
with the manner in which their Capital Accounts are required to be adjusted pursuant to such
Section of the Regulations.
73 Income Tax Allocations.
(a) For federal, state and local income tax purposes, except as otherwise
provided in this Section 7.3, each item of income, gain, loss, deduction and credit of the
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Company shall be allocated among the Members in accordance with the corresponding item
thereof as provided in Section 7.1 and 7.2.
(b) In accordance with Code Section 704(c) and the Treasury Regulations
thereunder, income, gain, loss and deduction with respect to any asset with an Adjusted Asset
Value that differs from its adjusted tax basis shall, solely for tax purposes, be allocated among
the Members so as to take account of any variation between the adjusted basis of such property
to the Company for federal income tax purposes and its Adjusted Asset Value utilizing any
approved method described in the Treasury Regulations promulgated under Code Section 704(c)
and chosen by the Managers in its sole discretion.
ARTICLE 8
SALARIES AND EXPENSES
8.1
compensation
Managers.
8.2
for reasonable
Compensation for the Managers. The Managers may receive reasonable
for services rendered to the Company, as determined from time to time by the
Expense Reimbursement. The Managers shall be reimbursed by the Company
expenses incurred on behalf of the Company.
ARTICLE 9
DISTRIBUTIONS TO AND WITHDRAWALS BY MEMBERS
9.1 Interest on Capital Accounts. No interest shall be paid to any Member on
account of its interest in, or Capital Contributions to, the Company.
9.2 Withdrawals by Members. Except as provided herein, no Member may
withdraw any amount from such Member's Capital Account without the prior written consent of
the Managers.
9.3 Preferred Return Distributions. As soon as practicable after the end of a year,
but in no event later than March 15, the Company shall issue Preferred Return Shares to all
Members holding Preferred Shares. All Preferred Return Shares held by Cash Preferred
Members shall immediately be redeemed for cash equal to the Redemption Value of such
Shares.
9.4 Tax Distributions. To the extent that, on or before March 15 of any year, the
Company has Distributable Funds, the Company shall distribute to each Member holding
Common Shares an amount equal to the estimated income tax on the amount of net taxable
income allocated to such Member pursuant to Section 7.3 for the prior fiscal year, determined at
the highest federal income tax rate payable by an individual plus 5% as an estimate for state
income tax payable by an individual (the "Tax Distribution"). Any Tax Distribution shall be
treated as an advance against future distributions made pursuant to this Article 9, to be recouped
from the first distributions that would otherwise be made to such Member.
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9.5 Additional Distributions. If the Company has remaining Distributable Funds
after distributions under other provisions of this Agreement, the Managers may distribute all or
a part of such Distributable Funds to the Members holding Common Shares in any manner they
desire provided that:
(a) no distribution pursuant to this Section 9.5 may reduce a Member's
Capital Account below zero; and
(b) all distributions made with respect to Common Shares must be made pro
rata to all Common Shares.
9.6 Limits on Distributions. A Member may not receive a distribution from the
Company to the extent that, after giving effect to the distribution, all of the liabilities of the
Company, other than liabilities to Members on account of their Shares and liabilities for which
the recourse of creditors is limited to specified property of the Company, would exceed the fair
value (as determined under the Act) of the assets of the Company; provided, however, that the
fair value of property that is subject to a liability for which the recourse of creditors is limited
shall be included in the assets of the Company only to the extent that the fair value of that
property exceeds that liability.
ARTICLE 10
REPURCHASE OPTION
10.1 The Repurchase Option. Any Preferred Shares are subject to repurchase by
the Company pursuant to the terms and conditions set forth in this Article 10 (the Repurchase
Option").
10.2 Repurchase Price. The repurchase price (the "Repurchase Price") payable with
respect to any Preferred Shares repurchased pursuant to this Article 10 shall be the Original
Issue Price of such Preferred Shares plus any Preferred Return Distributions under Section 9.3
which are due and payable but have not yet been paid.
10.3 Repurchase Notice. The Company may elect to purchase all or any portion of
the Preferred Shares by delivering written notice (the "Repurchase Notice") to the holder or
holders of the Preferred Shares. Each Repurchase Notice delivered hereunder shall set forth the
number of Preferred Shares to be acquired from each such holder, and such Repurchase Notice
shall set forth the consideration to be paid for such Preferred Shares. The Preferred Shares
repurchased hereunder, and the consideration to be paid for such Preferred Shares repurchased
hereunder, shall be deemed to be allocated among all holders of repurchased Preferred Shares
pro rata according to the number of Preferred Shares to be purchased from such persons.
10.4 Closing of Each Repurchase. The closing of any repurchase of the Shares
pursuant to the Repurchase Option shall take place on the date designated by the Company in
the Repurchase Notice, which date shall not be more than sixty (60) days nor less than five (5)
days after the delivery of the Repurchase Notice. At such closing, the Preferred Shares to be
repurchased at such closing shall be cancelled, and the Company shall pay for the Preferred
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Shares to be purchased at such closing by delivery of a check or wire transfer of immediately
available funds in the aggregate amount of the Repurchase Price for such Preferred Shares. The
Company shall be entitled to receive customary representations and warranties from the sellers,
including representations and warranties regarding good title to such interests, free and clear of
any liens or encumbrances. If any seller of Preferred Shares refuses to cooperate with a
repurchase hereunder, the Managers may, on behalf of the seller, sign such documents and take
such actions as are necessary or helpful to close the transaction, and the seller hereby grants the
Managers a power of attorney to so act.
103 Restrictions. Notwithstanding anything to the contrary contained in this
Agreement; all repurchases of any Preferred Shares by the Company shall be subject to
applicable restrictions contained in the Act and in the Company's debt and equity financing
agreements.
ARTICLE 11
DISSOLUTION OF COMPANY
11.1 Termination of the Company. The Company shall be dissolved upon the
occurrence of the following events: (a) upon the Majority Action or (b) upon the entry of a
decree of judicial dissolution under the Act.
11.2 Dissolution Procedures. Upon dissolution of the Company as set forth in
Section 11.1:
(a) The affairs of the Company shall be wound up and terminated under the -
direction of the Managers. All matters relating to the liquidation of the Company shall be
determined by the Managers. Any assets not sold shall be valued at Fair Market Value as of a
date close to the date of distribution under the following paragraph, and the Capital Accounts
shall be adjusted as though such assets had been sold at such Fair Market Value.
(b) The proceeds of liquidation or assess of the Company not sold shall be
distributed by the Company in payment of its liabilities in the following order:
(i) First, to creditors, in the order of priority established by law; and
(ii) Second, to each holder of a Preferred Share, with respect to each
Preferred Share held, an amount equal to the Redemption Value;
(iii) Third, to the holders of the Common Shares, pro rata in accordance
with their ownership of Common Shares.
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ARTICLE 12
REPORTS AND FINANCIAL ACCOUNTING
12.1 Books and Records. The Company shall keep at the principal office of the
Company, (i) true and full information regarding the status of the business and financial
condition of the Company, including financial statements; (ii) a current list of the full name and
last known business, residence or mailing address of each Member, (iii) a copy of this
Agreement and the Certificate and all amendments thereto and restatements thereof, together
with executed copies of any written powers of attorney pursuant to which this Agreement and
any certificate and all amendments thereto and restatements thereof have -be -etc executed; and
(iv) copies of the Company's federal, state and local income tax returns and reports, if any. Such
records are subject to inspection and copying at the reasonable request, and at the expense, of
any Member during ordinary business hours.
12.2 Annual Reports. The Company shall make reasonable efforts to transmit,
within ninety (90) days of close of the applicable Fiscal Year, to each current Member and to
each person (or such Member's or person's legal representative) who was a Member during any
part of the Fiscal Year in question a Schedule K-1 showing such Member's taxable income from
the Company for such Fiscal Year. The Managers may, in their sole discretion, cause the
financial statements of the Company to be audited.
12.3 Tax Matters Member. For any period in which the Company is subject to the
so-called "TEFRA partnership" provisions of the Code or any comparable provision of state
law, the Company's tax matters member under the Code and under any comparable provision of
state law (the "Tax Matters Member") shall be E. Penny Persson.
ARTICLE 13
AMENDMENT
13.1 Amendment.
(a) This Agreement may be amended only by Majority Action.
(b) Notwithstanding Section 13.1(a), this Agreement shall not be amended
without the consent of each person adversely affected if such amendment would (i) modify the
limited liability of a Member, (ii) require additional Capital Contributions by any Member,
(iii) alter any provision contained in this Section 13.1 (with any such alteration being deemed to
adversely affect each Member), or (iv) have an adverse economic effect on such person,
including without limitation any reduction of such person's Preferred Return or interest in profits
or capital.
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ARTICLE 14
O 1'HER PROVISIONS
14.1 Loans. Members may make loans to the Company, and the Company may make
loans to Members, upon such terms and conditions as the Managers may determine.
14.2 Notice. All notices given hereunder shall be in writing. Any notice herein
required to be given shall be deemed to have been given (i) when delivered if by hand, (ii) three
(3) business days after deposited in any United States mailbox, if addressed to the Company, at
the address set forth in Section 2.3, and if addressed to a Member, at such Member's address
listed on Exhibit A hereto, and sent certified or registered mail, first-class postage prepaid, or
(iii) upon confirmed delivery by overnight commercial courier service.
14.3 Counterparts. This Agreement may be executed in more than one counterpart
with the same effect as if the Members executing the several counterparts had all executed one
counterpart.
14.4 Binding Agreement. This Agreement shall be binding on the assignees and
legal successors of the Members, and shall be governed by, and construed in accordance with
the laws of the State of Delaware as applied to contracts between Delaware residents entered
into and to be performed entirely within Delaware.
14.5 Entire Agreement; Captions. This Agreement constitutes the entire agreement
of the parties and supersedes all prior written and verbal agreements among the Members and
the Managers with respect to the Company. Descriptive titles are used herein for convenience
only and shall not be considered in the interpretation of this Agreement.
14.6 Company Name. The Company shall have the exclusive ownership and right to
use the Company name as long as the Company is in existence. No value shall be placed upon
the name or the goodwill attached thereto for the purpose of determining the value of any
Preferred Shares that are repurchased by the Company under Article 10.
14.7 Indemnification. To the fullest extent permitted under the Act or other
applicable law:
(a) The Company agrees to indemnify, out of the assets of the Company only,
the Managers, the Members, the officers, the Tax Matters Member and their agents and to save
and hold them harmless from and in respect of all (i) reasonable fees, costs, and expenses paid in
connection with or resulting from any claim, action, or demand against the Managers, the
Members, the officers, the Tax Matters Member, the Company, or their agents that arise out of or
in any way relate to the Company, its properties, business, or affairs and (ii) such claims, actions,
and demands and any losses or damages resulting from such claims, actions, and demands,
including amounts paid in settlement or compromise (if reasonably recommended by attorneys
for the Company) of any such claim, action or demand; provided, however, that this indemnity
shall not extend to conduct or inaction not undertaken in good faith nor to any intentional
wrongdoing. A Member shall be indemnified pursuant to this paragraph to the extent of any
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action or inaction taken on behalf of the Company prior to the date of such Member's ceasing to
be a Member of the Company.
(b) Expenses (including attorneys' fees) incurred by an indemnified person in
defending any civil, criminal, administrative or investigative action, suit or proceeding shall be
paid by the Company in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such indemnified person to repay such amount if it
shall ultimately be determined that such person is not entitled to be indemnified by the Company
as authorized in this Section.
(c) Notwithstanding the foregoing provisions of this Sectitin 14.7 the
Company shall be under no obligation to indemnify an indemnified person from and against any
reduction in the value of such person's interest in the Company that is attributable to losses,
expenses, damages or injuries suffered by the Company or to any other decline in the value of
the Company's assets.
(d) The indemnification provided by this Section 14.7 shall not be deemed to
be exclusive of any other rights to which any indemnified person may be entitled under any
agreement, as a matter of law, in equity or otherwise.
14.8 Representations of Members. Each Member by its execution below hereby
represents, warrants and covenants that:
(a) such Member is purchasing Shares for investment only and not with a
view to the distribution thereof;
(b) such Member understands that the Shares will be issued without
registration with the Securities and Exchange Commission ("SEC") under the Securities Act of
1933, as amended (the "Securities Act'), and that the Shares will be issued under one or more
exemptions from registration under the Securities Act and applicable state securities laws that
depend upon the intent hereby represented and that the Company will rely on such representation
in issuing the Shares without registration;
(c) such Member will make no transfer of the Shares acquired hereunder in
violation of the Securities Act, any rules of the SEC, any applicable state securities law or statute
or this Agreement, and will not offer, sell, mortgage, pledge or otherwise dispose of the Shares
acquired hereunder, unless in accordance with the terms hereof and, if requested by the
Managers, in the opinion of counsel for the Company, registration under applicable federal or
state securities laws is not required;
(d) such Member understands that the Shares are an illiquid investment, which
means that (i) such Member must bear the economic risk of the Shares for an indefinite period of
time since the Shares have not been registered under the Securities Act nor under any state
securities laws and cannot be resold unless either subsequently registered under the Securities
Act and under applicable state securities laws (which registrations are neither contemplated by
nor required of the Company) or exempt from such registrations; and (ii) there is no established
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market for the Shares and it is not anticipated that any market for the Shares will develop in the
future;
(e) such Member (i) acknowledges that such Member's entire investment may
be lost and (ii) represents that neither the financial performance of the Company nor the value of
its assets has been represented, guaranteed or warranted to the undersigned by the Company or
its agents, officers, managers or employees, or by any other person, expressly or by implication;
(f) to such Member's best knowledge, no person is receiving or is entitled to
receive any fee, commission or other compensation with respect to his acquisition of the Shares;
(g) such Member has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of purchasing the Shares, and
has no need for liquidity and is able to bear the economic risk of the Shares;
(h) such Member understands that the resale, pledge, hypothecation or other
transfer of the Shares is restricted by this Agreement;
(i)
such Member is a citizen and resident of the United States; and
(j) such Member is an "accredited investor" within the meaning of
Rule 501(a)(1) under the Securities Act.
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IN WITNESS WHEREOF, the undersigned have executed this Consent of Managers of
Colorado Cattle Company, LLC, effective as of the date set forth above.
E. Penny Persson Mats E. Persson
#191542.1
EXHIBIT A
SCHEDULE OF MEMBERS
COMMON SHARES
AS OF MARCH 5 2010
Name of Shareholder
Number of Shares
Tom and Darcy Carr
70008 WCR 132
New Raymer, CO 80742
United States
5000 Common Shares
bti4't F
s E. * N
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INDEMNITY AND AFFIDAVIT AS TO DEBTS, LIENS, AND POSSESSION
Order Number: 941893-C-4
Real pointy and improvements located in the Count of Weld, State of Colorado, and more particularly described as follows:
Ag Land In TI IN, RS7W, Weld County, CO
Before me, the undersigned authority on this day personally appeared
Colorado Cattle Company, LLC, a Colorado limited liability company
Owner -Borrower
persotaly known to me to be the pawn whose name is subscribed hereto and upon ht oath deposes and says that no proceedings m bank n xey or
receivership have ham instituted by or against lurnahr and that the marital balm of afftmt has not changed since the day of acquisition of said property and
mpreseds to the purchaser and/or Lender in this transaction that there are:
1. No unpaid debts for lighting and plumbing fixtures, water hates, floor furnaces. Maters, air conditioners, built-in fireplace saws, installed outdoor
waling equipment, swimming pool equipment, built-in cleaning equipment, built-in kitchen equipment, satellite dish, radio or television antennae, gunge
dmr apses, catp Ling Ng. lawn wrinkling systems venetian blinds, curtain end rods, window shades, dapmes and rods, valaav, swats, shutters,
awnings, sutras, ceiling fans, attic fans, mail boxes, security and fire alarm detection equipment, water softener, electric appliances, fences, street paving,
or any personal pttpety of fixtures that we located in the subject poppy described above, and that no such items have been purchased on time payment
contacts, and there arc no security intatut on such property sxwat by financing aatanan, secrany agrea'rnmt or other -Wm except the following
Outlier Approximate Amount
2. No loans, unpaid judgments, or limas (including Federal or State liens or Judgment liens) and no unpaid govemnanud or association axes, charges or
asiCamtents of any kind on such property except the following
Creditor Approximate Amount
3. All labor and material used in the construction of improvements on the above described properly have been paid for and that are now no unpaid
labor or material claims against the improvements or the property upon which same are situated, and I hereby declare that all sums of money due
for the construction of improvements have been full paid and satisfied, except the following:
4. No leases, contracts to sell the land, or parties in possession other than alliant except as follows:
(If NONE write NONE on blank line)
IF ANY DEED OF TRUST RECORDED AGAINST MY PROPERTY SECURES AN OPEN LINE OF CREDIT OR A REVOLVINCI LINE OF
CREDIT, VINE AFFIRM IIIAT I/WE I LAVE WYE DRAWN ADDUIONAL FUNDS FROM lilE LANE OF CREDIT SINCE THE DATE OF THE
PAYOFF STATEMENT FROM MY/OUR LENDER TO STEWART TTfLE COMPANY - Sterling Division I/ WE FURTHER AGREE AND AFFIRM
THAT AVE WILL. NOT MAKI'. ANY FUR fHF.R DRAWS ON W. LINE OF CREINf APDiR 11 IF. DATE OF ll IS AFFIDAVIT. IAVE FIJRTl I R
AFFIRM THAT l/WE HAVE VE NOT TAKEN OUT ANY LOANS AGAINST OUR PROPERTY OTHER THAN THOSE SHOWN ON T1TE ABOVE
REFERENCED COMMITMENT NUMBER
INDEMNITY: I AGREE TO PAY ON DEMAND TO THE LENDER AND/OR TTT E COMPANIES (INCLUDING STEWART TITLE
GUARANTY COMPANY) IN THIS TRANSACTION, THEIR SUCCESSORS AND ASSIGNS, ALL AMOUNTS SECURED BY ANY AND ALL
LIENS, CLAIMS, OR RIGHTS NOT SI OWN ABOVE, TOGETHER Whit ALI, COSTS, LOSS AND ArI ORNEY's FL'ES'H FAT SAID PARTIES
MAY INCUR IN CONNECTION WTTH SUCH UNMENTIONED LIENS, PROVIDED SAID LIENS, CLAIMS, OR RIGHTS EITHER CURRENTLY
APPLY TO SUCH PROPERTY, OR A PARE 11IiRLOF, OR ARE SUBSEQUENTLY )STABLISIIED AGAINST SAID PROPERTY AND ARE
CREATED BY ME, KNOWN BY ME, OR HAVE AN INCEPTION OR ATTACIIMINf DATE PRIOR TO THE CLOSING OF THIS
TRANSACTION AND RECORDING OF THE DEED AND DEED OF TRUST.
I realize that the pachasr mal/or Lender and Title Complains in this trmuaaaion are relying on the nrimm nudions contained herein in pmfiasing vas: or
lending money: thereon and issuing title policies and would not purchase same or lend money issue a tide policy thereon unless said representations were
made. If Seiler or Borrower is. entity, $atp*: to sign m its behalf
olonde Caulk Cum' IL 1l'�F.�Partsr` liability
pony
Man
Sate of CO loroA0
County of UMW' V)
the foregoing insumant was subaoitsd mat swan to before me this Milt v day of Mar,
2OII
liability company
)era.
)
By
y Carr
Member
C-,'(tiv
by Tom Can, Manager and Darcy Can, Member of Colorado Cattle Company, LLC, a Colorado limited
LORI LOVE
NOTARY PUBLIC
STATE OF COLORADO
Witness my hand and official seal.
ithat
big l0P E• raj; L4.,oa etc 80&8
My commission expires: I;
NOTE TO BUYER: Buyer must retain until end of filth taxable year following taxable year of transfer and m lit with the Internal Revenue
Service if required by regulation or otherwise.
NOTE: TO BE FILLED IN PERSONALLY BY BORROWER IN HIS/HER OWN HANDWRITING
Order Number 941193-C-4
AADALALTA (Borrower) Rev. 6/99 Page 1 of I
STATEMENT OF AUTHORITY
(38-30-172, C.R.S.)
1. This Statement of Authority relates to an entity named
COLORADO CATTLE COMPANY, J.l C, a Colorado limited liability company
And is executed on behalf of the entity pursuant to the provisions of Section 38-30-172, C.R.S.
2. The type of entity is a: Limited Lability Company
3. The mailing address for the entity is:
70008 Weld County Road 132
New Raymer, CO 80742
4. The entity is formed under the laws of: State of Colorado
5. The name of the person(s) authorized to execute instruments conveying, encumbering, or
otherwise affecting title to real property on behalf of the entity is:
Tom and Darcy Carr
6. The authority of the foregoing person(s) to bind the entity is E Not limited OR ❑ Limited
as
follows:
7. Other matters concerning the manner in which the entity deals with interest in real property:
Dated this day of .
By: By:
Tom Carr Darcy Carr
Manager Manager
State of Colorado )
) ss.
County of Logan )
On day of before me, the undersigned, personally appeared
Tom and Darcy Carr as Manager of COLORADO CATTLE COMPANY, LLC.
Witness my hand and official seal.
Notary Public
My commission expires:
Statement of AutMriry — Buyer
I Hill 1111111111111011 !III 11111111111 III Hill III! !III
3759471 03/31/2011 12:51P Weld County, CO
1 of 1 R 11.00 D 0.00 Steve Moreno Clerk d Recorder
Prepared by:
Donna Butler
States Resources Corp.
4848 S. 131 St.
Omaha, NE 68137
Ph: 800-279-8295
RELEASE OF ASSIGNMENT,
SUBORDINATION AND NON -DISTURBANCE AGREEMENT
IN CONSIDERATION of one dollar and other valuable consideration; States Resources Corp. , whose address
is 4848 S. 131 St., Omaha, NE 68137, does hereby release its security interest in the Assignment,
Subordination and Non -Disturbance Agreement dated March 5, 2010, among Colorado Cattle Company, LLC
("Owner"), BP Wind Energy North America Inc. ("Lessee") and States Resources Corp. ("Lender"), which was
recorded on June 2, 2010, as Doc. No. 3696852, filed in the records of Weld County, Colorado.
This rele se includes Lender's right in and to that certain Land Lease and Wind Easement dated November 5,
�n,olorado Cattle company, LLC and BP Wind Energy North America Inc.
`` %%L..**
.... eklA
• p ry 17, 2011.
• u
�� 'f1' SEAL
.
r111ljp...
STA' ttDr..NEBRASKA
ss.
COUNTY OF DOUGLAS
STATES RESOURCES CORP.
Before me, the undersigned, a Notary Public, in and for said County and State on January 17, 2011,
personally appeared Doug Glenn, to me known to be the identical person who subscribed the name of the
maker thereof to the foregoing instrument as its President and acknowledged to me that he executed the
same as his free and voluntary act and deed and as the free and voluntary act and deed of such corporation,
for the uses and purposes therein set forth. Given under my hand and seal of office the day and year last
above written.
mineGarew. NOTARY - Sta d Nebraska
DONNA BUTLER
My Ccom. 6p. Sept 24,2012
.pQyu1AJ et -
Donna Butler, Notary Public
My commission expires: 9-24-12
1111111 11111 111111 111111 111111111 111111I I 11111111111111
3759472 03/31/2011 12:51P Weld County, CO
1 of 2 R 11.00 0 0.00 Steve Moreno Clerk & Recorder
UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
A. NAME 8 PHONE OF CONTACT AT FILER [optional]
DONNA BUTLER, 800-279-8295
B. SEND ACKNOWLEDGEMENT TO: (Name and Address)
[TATES RESOURCES CORP
4848 S 131 ST
OMAHA NE 68137
L
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
Ia. INITIAL FINANCING STATEMENT FILE
3662206 filed 11-30-09, Weld Co., CO
2. ✓n TERMINATION: Effectiveness of the Financing Statement identified above Is terminated with reaped to security interest(s) of the Secured Party authorizing this Termination Statement
3. CONTINUATION: Effectiveness of the Financing Statement derailed tiled above with reaped to security interest(s) of the Secured Party authorizing this Continuation Statement is continued
for the additional period provided by applicable law.
4. n ASSIGNMENT: (full or partial): Give name of assignee in Sam 7a or 7l) and ad&esa of assignee in item 7c: and also give name assignor in dem a
5. AMENDMENT (PARTY INFORMATION): ma Amendment affects O Debtor g O Secured Party of record. Check only co of these two boxes.
Also died( one of the (lowing three boxes and provide appropriate information in item 6 and/or 7.
❑ CHANGE name and/or address: Give current record name in Item ea crab; also give new ❑ DELETE name: Give record name O ADD name: cmpete item 7a arm, and also hem
name (d name change) n item 7a or m and/or new address (if address change) in item 70. to be deleted in denies or Sb. 7c; also compels items 767q (Y app dada),
6. CURRENT RECORD INFORMATION:
6a. ORGANIZATION'S NAME
1b.
This FINANCING STATEMENT AMENDMENT is
to be filed [for record] (or record) in the
REAL ESTATE RECORDS.
d1
6b. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME
SUFFIX
7. CHANGED
OR
(NEW) OR ADDED INFORMATION:
7a. ORGANIZATION'S NAME
7b. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME
SUFFIX
7c. MAILING ADDRESS
CITY
STATE
POSTAL CODE
COUNTRY
7d.
AWL. INFO RE
ORGANIZATION
DEBTOR
7e. TYPE OF ORGANIZATION
7f. JURISDICTION OF ORGANIZATION
7g. ORGANIZATIONAL ID #, if any
Oa NONE
8. AMENDMENT (COLLATERAL CHANGE): check only one box.
Describe collateral ❑ deleted or ❑ added, or give entire O restated collateral description, or describe collateral O assigned.
9.NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (named assignor, it MD is an Assignment) n ms is an Amendment authorized bye deMM *Nth adds
collateral or add/ the asst o(ang Debtor, (sagas is a Termination authorized by a Debtor, check here ❑ and enter name of DEBTOR adhdizrq this Amendment
9a. ORGANIZATION'S NAME
STATES RESOURCES CORP
9b. INDIVIDUAL'S LAST NAME
OR
FIRST NAME
MIDDLE NAME
SUFFIX
10. OPTIONAL FILER REFERENCE DATA
6554802C-96 COLORADO CATTLE COMPANY LLC
404 FILING OFFICE COPY - NATIONAL UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (REV. 8/02)
111111111111111111111111111111111111111101111111111111
3759472 03/31/2011 12:51P Weld County, CO
2 of 2 R 11.00 D 0.00 Steve Moreno Clerk iS Recorder
UCC FINANCING STATEMENTAMENDMENT ADDENDUM
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
11. INITIAL FINANCING STATEMENT FILE It (same es Item la on Amendment romp
3662206 filed 11-30-09, Weld Co., CO
12. NAME OF PARTY AUTHORIZING THIS AMENDMENT (same as Item 9 on Amendment form)
12s. ORGANIZATIONS NAME
States Resources Corp.
OR
12b. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME.SUFFIX
13. Use this space for additional information
THE ABOVE SPACE IS FOR HUNG OFFICE USE ONLY
Township 11 Norlh, Range 57 West of the 6th P.M., all in the County of Weld, State of Colorado:
PARCEL 1: (Colorado Cattle Company LLC)
Section 9: All
Section 10: W h
Section 14: W'A NW h and NW / SW'/.
Section 15:S'AN%2,NE%4NEY.,N%SEh,NE'SWY4
Section 19: SE Y. NW 'A, NE h SW h, NW h SE Y., W 1/4WA, h, SE Y. SW 1/4, S Y2 SE h, E A NE'/a, W'A NE Y., excepting therefrom a parcel of
land conveyed to Weld County by deed recorded October 5, 1922 in Book 622 at Page 522
Section 20: NE h, SW Y4, E'A SE' 4, SW' SE Y.
Section 21: All
Section 22: All
Section 23: W'A SW %4
Section 24: NW 'A NE 1/4
Section 26:NWY.NWY4,N'ASW%NWY.
Section 27:W'AE'A,E'AWY2,NEY.NEY.,NY2SEY.NEY4,WY2NWY.,NWY.SW'/4
Section 28: N' NE h, NE Y. NW h, NW 1/4 NW Y.
Section 29: W h, N'''4 NE Y.
Section 30: S'h NE h , SE Y., E 1/4 W 1/4, NE / NW Y., W'A NW 1/4 and NW Y4 SW Y. and Lots 1, 2 and 3, excepting therefrom a parcel of land
conveyed to Weld County by deed recorded October 5, 1922 in Book 622 at Page 522
PARCEL 2: (E. Penny and Mats Persson)
Section 20: NW h, excepting therefrom a parcel of land conveyed to United States of America by Instrument recorded September 17, 1963 in Book
490 as Reception No. 1417215.
Section 30: N h NE h, excepting therefrom a parcel of land conveyed to Weld County by deed recorded October 5, 1922 in Book 622 at Page 522
PARCEL 3: (E. Penny Nail)
Section 15: S'AS 'A and NW 1 SW'/.
Section 16: Possessory Interest in State Land Board L508_
Section 23: SW Y. NW 'A
FILING OFFICE COPY— NATIONAL UCC FINANCING STATEMENT AMENDMENT ADDENDUM (FORM UCC3Ad) (REV. 07/29198)
a%
UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
A. NAME 8 PHONE OF CONTACT AT FILER (optionaQ
DONNA BUTLER, 800-279-8295
B. SEND ACKNOWLEDGEMENT TO: (Name and Address)
11111111111Illill11111111111111I111111III1111IIlllIIII
X9473 0313112011 12:51P Weld County, CO
1 of 2 R 11,00 D 0.00 Steve Moreno Clerk 8 Recorder
STATES RESOURCES CORP
4848 S 131 ST
OMAHA NE 68137
L
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1 a. INITIAL FINANCING STATEMENT FILE #
3682838 filed 3-24-10, Weld Co., CO
2. ✓❑ TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to security interest(s) of the Sewed Party authorizing this Tetra nation Statement.
3. D CONTINUATION: Effectiveness of the Financing Statement identified above with respect to security interest( s) of the Secured Party authorizing this Continuation Statement is continued
for the addilimal period provided by applicable law.
4. rl ASSIGNMENT: (full or partial): Give name of assignee in item 7a or lb end address of assignee in item 7c; and also give name d assignor in item 9.
5. AMENDMENT (PARTY INFORMATION): This Amendment affects O Debtor or O Secured Party of record. Check only oo»fq of these two boxes.
Also deck one of the following tree boxes end provide appropriate information in item 6 andar 7.
O CHANGE name and/or address: She current record name n item Ba Or eh also give new O DELETE name: Give record name O ADD name: compete hem Is alb, and also kern
name Of name Nave) In item 7a or lb arWa new address lg address &anal in item 7c. to be deleted in item Be a Bb. 7c: also complete items 7679 (k appirade).
6. CURRENT RECORD INFORMATION:
6a. ORGANIZATION'S NAME
lb. This FINANCING STATEMENT AMENDMENT is
to be filed [for record[ (or record) in the
REAL ESTATE RECORDS.
OR
COLORADO CATTLE COMPANY, LLC
6b. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME
SUFFIX
7. CHANGED (NEN) OR ADDED INFORMATION:
OR
7a. ORGANIZATION'S NAME
7b. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME
SUFFIX
7c. MAILING ADDRESS
CITY
STATE
POSTAL CODE
COUNTRY
7d.
ADO'L. INFO RE
ORGANIZATION
DEBTOR
7e. TYPE OF ORGANIZATION
7f. JURISDICTION OF ORGANIZATION
7g. ORGANIZATIONAL ID #, if any
El NONE
8. AMENDMENT (COLLATERAL CHANGE): Neck only one box.
Deserts collateral O deleted or ❑ added, or give entire O restated collateral description, or describe collateral ❑ assigned.
9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, ales Is en Assignment) a tss Is at Armrornent enhaizad by s debtor stich sass
consign' or adds the ethatag Debtor, meths is a Termination authorized by a Debtor, check here O and enter name of DEBTOR aNhadzirg this Amendment
OR
9a. ORGANIZATION'S NAME
STATES RESOURCES CORP
9b. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME
SUFFIX
10. OPTIONAL FILER REFERENCE DATA
6554802C-96 COLORADO CATTLE COMPANY LLC
404 FILING OFFICE COPY-- NATIONAL UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (REV. 8/02)
• I1111111111111111I1111111111111111111111111111111111111
2 of 6942 803/300 Oo 0.001
0t :81P Wert County, CO
UCC FINANCING STATEMENTAMENDMENT ADDENDUM
° Moreno Clerks Recorder
FOLLOW INSTRUCTIONS (front end back) CAREFULLY
11. INITIAL FINANCING STATEMENT FILE M (same as item 1a on Amendment form)
Doc. No. 3682838 filed 3-24-10, Weld Co., CO
12. NAME OF PARTY AUTHORIZING THIS AMENDMENT (earn. as item 9 on Amendment tam)
12s. ORGANIZATIONS NAME
States Resources Corp.
OR
120, INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME,SUFFIX
13. Use this space for additional Information
THE ABOVE SPACE IS FOR FILNG OFFICE USE ONLY
Township 11 North, Range 57 West of the 6th P.M., all in the County of Weld, State of Colorado:
PARCEL 1: (Colorado Cattle Company LLC)
Section 9: All
Section 10: W %a
Section 14: W' NW %4 and NW'%SW %.
Section 15:S'AN'/,,NE'/.NE/,N 'ASE %.,NE%SW%4
Section 19: SE %NW'/4, NE %SW %., NW'/4 SE %4, W % W %, SE Y. SW'/., S'' SE 3/4, E'% NE %., W'%NE IA excepting therefrom a parcel of
land conveyed to Weld County by deed recorded October 5, 1922 in Book 622 at Page 522
Section 20: NE %., SW %., E %SE'Y, SW 'A SE 1/4
Section 21: All
Section 22: All
Section 23: W %a SW' 'A
Section 24: NW 'A NE 'A
Section 26: NW'/. NW 'A, N'''A SW ' NW %4
Section 27: W'h E h,E'/a W h, NE'4 NE %., N'/. SE %. NE %, W'/, NW %4, NW'/4 SW %.
Section 28:N%NE''A,NE%4NW%., NW'/.NW'/.
Section 29: W' 'A N'%NE''A
Section 30: S''/a NE %. , SE Y., E '/a W %, NE % NW %, W'/a NW'h and NW 3/4 SW'h and Lots 1, 2 and 3, exceptlng therefrom a parcel of land
conveyed to Weld County by deed recorded October 5, 1922 in Book 622 at Page 522
PARCEL 2: (E. Penny and Mats Persson)
Section 20: NW %., excepting therefrom a parcel of land conveyed to United States of America by Instrument recorded September 17, 1963 in Book
490 as Reception No. 1417215.
Section 30: N % NE %., excepting therefrom a parcel of land conveyed to Weld County by deed recorded October 5, 1972 in Book 622 at Page 522
PARCEL 3: (E. Penny Nail)
Section 15: S'AS %and NW / SW %4
Section 16: Possessory Interest in State Land Board L508_
Section 23: SW 'A NW 1/4
FILING OFFICE COPY- NATIONAL UCC FINANCING STATEMENT AMENDMENT ADDENDUM (FORM UCC3Ad) (REV. 01129198)
• .e=. _.
Original Note and Deed of Trust Returned to:
WHEN RECORDEDRE
TURN TO:
1 Prepared/Received by: DONNA BUTLER STATES RESOURCES CORP, 4848 S 131 ST,
REQUEST FOR FULL n / PARTIAL n
RELEASE OF DEED OF TRUST AND RELEASE BY HOLDER OF THE EVIDENCE OF DEBT WITH PRODUCTION OF
EVIDENCE OF DEBT PURSUANT TOI 32-39-ta2 (I) (a), COLORADO REVISED STATUTES
APRIL 18, 2011
COLORADO CATTLE COMPANY LLC; E PENNEY**
2048 ZEAGER RD, ELIZABETHTOWN, PA 17022
CICheck here if current address is unknown
STATES RESOURCES CORP
SEPTEMBER 29. 2009
OCTOBER 23, 2009
3655679
County Rcpt No. and/or Film No. and/or Book/Page No. and/or Torrent Reg No.
TO THE PUBLIC TRUSTEE OF WELD COUNTY (The County of the Public Trustee who is the appropriate
grantee to whom the above Deed ofTrust should grant an interest in the property described in the Deed of Tina)
PLEASE EXECUTE AND RECORD A RELEASE OF THE DEED OF TRUST DESCRIBED ABOVE. The indebtedness secured
by the Deed of Trust has been fully or partially paid and/or the purpose of the Deed of Trust has been fully or partially satisfied in
regard to the paopeoy encumbered by the Deed of Toast as described therein as to a MI release or, in the event of a partial release, only
that portion of the real property described as: (IF NO LEGAL DIMPUPITOII I LISTED 7NN MIIL IN ame A PULL SAW
*PERSSON; MATS PERSSON & E PENNY EpNAILL AKA E PENNY CPERSSON NOT
LIMITED TO: SE DOC, NOS. 3662204 FILEDD11-g30-09NS'36622O5DFILEDU1130-09;
3681596 FILED 3-17-10 AND 36881597 FILED 3-17-10.
Date
Original Grantor (Borrower)
Current Address of Original Grantor,
Assuming Party, or Current Owner
Original Beneficiary (Lender)
Date of Deed of Trust
Date of Recording and/or Re -Recording of Deed
of Taut
Recording Information
STATES RESOURCES CORP, 4848 S 131 ST, OMAHA NE 68137
Name and Address of Curran Mohler of the Evidence of Debt Sawed by Deed ofTrust (Lender)
DOUG GLENN, PRESIDENT
Name, Tide and Address of Officer, ASCII; Of
Signature
Signature
Stateof NEBRASKA , Countyof DOUGLAS
The foregoing Request for Release was acknowledged before me
on APRIL 18. 2011 (date)by
DOUG GLENN PRESIDENT OF STATES RESOURCES
CORP
9-24-2012 Dare Commission ;sires pay �a
'tfepphrtlk,imsttitle Mote aodnawMemrmt holder
�A ihUTLER Witness my bend and ofscialreal
RELEASE OF DEED OF TRUST
WHEREAS, the Grantor(s) named above, by Deed of Taut, granted certain real property described in the Deed of Trust to the
Public Trustee of the County referenced above, in the State of Colorado, to be held in trust to secure the payment of the indebtedness
referred to therein; and
WHEREAS, the indebtedness secured by the Deed ofTrttst has been fully or partially paid and/or the purpose of die Deed of Trust
has been fully or partially satisfied according to the written request of the current holder of the evidence of debt;
NOW THEREFORE, in consideration of the premises and the payment of the statutory sum, receipt of which is hereby
acknowledged, I, as the Public Trustee in the County named above, do hereby fully and absolutely release, cancel and forever discharge
the Deed of Trust or that portion of the real property described above in the Deed of Trust, together with all privileges and
appurtenances thereto belonging.
fCment Ho
G ENh, PRESIDENT
(Public Tema use only: (Public Trustee's Seal)
useappmpiare Mel)
Done .eu*.LJ
Public Testa Dare
Deputy Public Trustee Date
(Ifappgubk: Notary Sul)
(Q.pplkab/e,N and Address o(Person Creating New Legal Description at Required by! 38-35-106.5, Colorado Revised Statutes)
02009 CPTA. All Rights reserved. Rev. 09/09
111111111111IIIIIIIIIIIIII111I111111III11111111�I�I
3656679 10/2312009 11:34A Weld County, CO
1 of 11 R 56.00 D 0.00 Steve Moreno Clerk & Recorder
RECORDATION REQUESTED BY:
States Resources Corp.
4848 South 131 at Street
Omaha, NE 68137-1822
WHEN RECORDED MAIL TO:
States Resources Corp.
4848 South 131 st Street
Omaha. NE 68137-1822
SEND TAX NOTICES TO:
Colorado Cattle Company, LLC; E. Penny
Persson; Mats Persson; and E. Penny Neill alkl
E.Penny Persson
70008 WCR 132
New Raymer, CO 80724
MAR 1 % 2 011 .
STATES RESOURCES COft 1.
FOR RECORDER'S USE ONLY
DEED OF TRUST
MAXIMUM PRINCIPAL AMOUNT SECURED. The Lien of this Deed of Trust shall not exceed at any one time $2,650,000.00 except
as allowed under applicable Colorado law.
THIS DEED OF TRUST is dated September 29, 2009, among Colorado Cattle Company, LLC; E. Penny
Persson; Mats Persson; and E. Penny Neill a/k/a E.Penny Persson, whose address is 70008 WCR 132, New
Raymer, CO 80724 ("Grantor"); States Resources Corp., whose address is 4848 South 131 st Street,
Omaha, NE 68137-1822 (referred to below sometimes as "Lender" and sometimes as "Beneficiary"); and
the Public Trustee of Weld County, Colorado (referred to below as "Trustee").
CONVEYANCE AND GRANT. For valuable consideration, Grantor hereby irrevocably grants, transfers and assigns to Trustee for the
benefit of Lender as Beneficiary all of Grantor's right, title, and interest in and to the following described real property, together with
all existing or subsequently erected or affixed buildings, improvements and fixtures; all easements, rights of way, and appurtenances;
all water, water rights and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights, royalties, and
profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters, (the "Real
Property") located in Weld County, State of Colorado:
Refer to attached Exhibits
The Real Property or its address is commonly known as 70008 WCR 132, New Raymer, CO 80724.
Grantor presently assigns to Lender (also known as Beneficiary in this Deed of Trust) all of Grantor's right, title, and interest in and to
all present and future leases of the Property and all Rents from the Property. In addition, Grantor grants to Lender a Uniform
Commercial Code security interest in the Personal Property and Rents.
THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL
PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL
OBLIGATIONS UNDER THE NOTE, THE RELATED DOCUMENTS, AND THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN AND
ACCEPTED ON THE FOLLOWING TERMS:
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (a) this Deed of Trust is executed at Borrower's
request and not at the request of Lender; (b) Grantor has the full power, right, and authority to enter into this Deed of Trust and to
hypothecate the Property; (c) the provisions of this Deed of Trust do not conflict with, or result in a default under any agreement or
other instrument binding upon Grantor and do not result in a violation of any law, regulation, court decree or order applicable to
Grantor; (dl Grantor has established adequate means of obtaining from Borrower on a continuing basis information about Borrower's
financial condition; and (el Lender has made no representation to Grantor about Borrower (including without limitation the
creditworthiness of Borrower).
GRANTOR'S WAIVERS. Grantor waives all rights or defenses arising by reason of any "one action" or "anti -deficiency" law, or any
other law which may prevent Lender from bringing any action against Grantor, including a claim for deficiency to the extent Lender is
otherwise entitled to a claim for deficiency, before or after Lender's commencement or completion of any foreclosure action, either
judicially or by exercise of a power of sale.
PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Borrower shall pay to Lender all Indebtedness
secured by this Deed of Trust as it becomes due, and Borrower and Grantor shall perform all their respective obligations under the
Note, this Deed of Trust, and the Related Documents.
POSSESSION AND MAINTENANCE OF THE PROPERTY. Borrower and Grantor agree that Borrower's and Grantor's possession and
use of the Property shall be governed by the following provisions:
alternativenergy
David Gonzalez
BP Alternative Energy North America Inc.
700 Louisiana, 33i° Floor
Houston, TX 77002
Direct: 713-354-2138
Direct Fax'. 713-354-2120
Email: davidgunzalez2@be.com
August 9, 2007
Penny and Mats Persson
7008 WCR 132
New Raymer, CO 80742
Subject: Proposal for Cedar Creek II Wind Lease
Dear Penny & Mats,
As you know, BP Alternative Energy is interested in working with you to expand our existing Cedar
Creek wind farm in Weld County, Colorado to include land that you own. In response to inquiries
that you have received from other wind developers, we are prepared to pay you $3,000,000 in rent
broken into the following installments:
Pre -payment of Rent prior to construction:
Upfront pre -payment of the Pt 7 years rent at 4$/acre. With an approximate acreage of 5,900 acres
(to be confirmed), this will provide you with an approximate up -front payment of $165,200.
Pre -payment of Rent at the start of commercial operations:
Upfront pre -payment of rent of approximately $2,834,800 at the start of commercial operations on
your property. When combined with the prepayment of Rent prior to construction, the total
payment to you will be $3,000,000.
If the Pre -payment of Rent prior to construction changes slightly when we determine the exact
acreage, we'll adjust the Prepayment of rent at the start of commercial operations so that the
combination of these two payments is equal to $3,000,000. -
After the pre -payment of rent is used up at the rate of $3,500 per MW of installed capacity plus 3%
royalty from the wind turbines that are placed on your property, we will commence rental payments.
Other Rental Items:
Substation:
If the project locates a substation on your property, we will pay you $1,000 per acre for the use of the
land. Normally, the substation requires less than 5 acres of land.
Use of Existing Roads:
We will pay you $2,500 per mile of existing roads.
New Roads:
We will pay you $4,000 per mile for any new roads we may construct on your property, subject to the
terms of our standard easement agreement.
Confidentiality:
The terms of this letter, as well as the financial terms contained in any lease agreement that you may
enter into with BP, are to be held in confidence by you.
As you know, we would very much like to include you as a participant in our proposed wind farm.
I'll be in Colorado during the week of August 20th, 2007 and will be happy to meet with you if you
would like to. If this proposal is acceptable to you, please let me know and we will incorporate these
terms into our standard lease agreement for your review.
If you have any questions, please feel free to call me at (713) 354-2138 or on my cell phone at (832)
434-9338. Thanks.
Sincerely,
David Gonzalez, P.E.
Director, Business Development
Land Lease and Wind Easement
THIS LAND LEASE AND WIND EASEMENT (this "Lease") made effective as of the
last date executed by a party hereto by and between the Colorado Cattle Company, LLC
(collectively hereinafter "Lessor"), and BP Wind Energy North America Inc., a Virginia
corporation (hereinafter "Lessee").
WITNESSETH:
WHEREAS, Lessor is the owner of the real property legally described in Exhibit A
attached hereto (the "Premises"); and
WHEREAS, Lessee desires to obtain a land lease and wind easement from Lessor, on,
along, over and under the Premises for the purposes of wind energy conversion for the
generation, distribution and transmission of electric power and related purposes as described
herein.
NOW, THEREFORE, in consideration of the understandings and mutual covenants
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Lessor and Lessee, intending to be legally bound, mutually agree to
the following terms and conditions:
ARTICLE I
Premises
Section 1.1 General
(a) Lessor leases exclusively to Lessee and Lessee leases from Lessor the Premises
for the sole purpose of constructing, installing, operating and maintaining wind energy
conversion turbines (the "Wind Turbine(s)"), wind resource and weather measurement
equipment, supporting structures, foundations and pads, footings, electrical transformers,
fixtures, and storage equipment, electric distribution and transmission lines, access roads,
interconnection facilities and related facilities and equipment (hereinafter "Wind Facilities") on
the Premises to the extent set forth in this Lease.
(b) Lessee shall use the Premises only for the construction, installation, maintenance,
and operation of the Wind Facilities. Any improvements, fixtures or other structures, other than
the Wind Facilities shall not be installed without the express written consent of Lessor. Lessee
shall also be entitled to ingress and egress to and from its Wind Facilities and appurtenant
equipment and electrical power lines over the Premises and such additional areas of the Premises
as shall be reasonably necessary to access a public roadway.
(c) Before construction or installation of Lessee's Wind Facilities, a survey will be
performed by Lessee to identify those portions of the Premises that will be utilized for Wind
Facilities, and a copy thereof will be provided to Lessor prior to commencement of construction
on the Premises. Upon the completion of installation of the Wind Facilities, a final survey will
be performed by Lessee to identify those portions of the Premises occupied or used by any of
Lessee's Wind Facilities and appurtenances. In the event Lessee relocates existing Wind
HOU03:1122955.6
Facilities upon the Premises during the term of this Lease, a revised survey will be prepared by
Lessee and a copy thereof will be provided to Lessor. Lessor shall retain the right to use the
Premises to the extent its use does not interfere with Lessee's use of the Premises in accordance
with this Lease and does not violate the provisions of this Lease. Lessor shall be entitled to use
any private road constructed by Lessee on the Premises; provided that Lessor shall be
responsible for repairing any damage to such roads caused by Lessor or Lessor's personnel,
invitees, agents or contractors.
Section 1.2 Wind Easement
My obstruction to the free flow of the wind is prohibited throughout the entire area of
the Premises, which shall consist horizontally three hundred and sixty degrees (360) from any
point where any Wind Facility is or may be located at any time from time to time (each such
location referred to as a "Site") and for a distance from each Site to the boundaries of the
Premises, together vertically through all space located above the surface of the Premises, that is,
one hundred eighty degrees (180) or such greater number or numbers of degrees as may be
necessary to extend from each point on and along a line drawn along the surface from each point
along the exterior boundary of the Premises. Trees, structures and improvements located on the
Premises as of the date of this Lease shall be allowed to remain and Lessee may not require their
removal. Lessor may not place or plant any trees, structures or improvements on the Premises
after the date of this Lease which may, in Lessee's sole judgment, impede or interfere with the
flow of wind to any Site or Wind Facility, unless Lessor has received approval from Lessee for
any such trees, structure or improvement, such approval will not be unreasonably withheld;
provided, however, Lessor may construct up to two (2) wind towers on the Premises so long as
such towers are located a distance of at least twenty (20) times the height of such wind towers
from any existing wind turbines on the Premises. The provisions of this Section 1.2 shall survive
the termination of this Lease for the full Term.
ARTICLE II
Lease Term
Section 2.1 Lease Term
(a) The term of this Lease ("Term") is forty (40) years from the date of the Lease
unless terminated earlier or extended in accordance with its terms.
(b) If at any time during the term of this Lease Lessee deems it to be necessary to
meet legal requirements for preserving the validity of the Lease in accordance with the intent of
the parties, Lessee may request that Lessor execute a new lease substantially in the form of this
Lease with a term of no longer than the remaining balance of the original term at the time the
new lease is executed.
Section 2.2 Termination of Lease
The occurrence of any of the following events shall terminate this Lease:
(a) The expiration of the Term of this Lease as set forth in Section 2.1;
H0003:1122955.6 2
(b) The written agreement of the parties to terminate this Lease;
(c) The uncured material breach of this Lease by either party and the election of the
non -breaching party to terminate the Lease pursuant to Article IX;
(d) Prior to the commencement of operation of the Wind Facilities as defined in
Section 3.1, Lessee gives written notice of termination of this lease;
(e) After the commencement of operation of the Wind Facilities as defined in Section
3.1, and subject to the rights of lenders set forth in Article VII, Lessee's failure to operate the
Wind Facilities for a continuous period of at least twelve (12) months for reasons other than a
Force Majeure;
(f) After expiration of the useful economic life of the Wind Turbines installed by
Lessee, including re -powered Wind Turbines as provided in Section 4.3, Lessee gives written
notice of termination of this Lease; or
(g) Lessee fails to commence the generation of energy using Wind Facilities on the
Premises within seven (7) years of the date of this Lease.
Section 2.3 Survival of Covenants
The parties acknowledge that the covenants, conditions, rights and restrictions in favor of
Lessee pursuant to this Lease including, but not limited to, the easement described in Section 1.2
and Lessee's use of and benefit from those covenants, conditions, rights and restrictions, may
constitute a portion of a larger wind energy project ("Project") with which the Premises will
share structural and transmission components, ingress and egress, utility access, and other
support, all of which are specifically designed to be interrelated and integrated in operation and
use for the full life of the Project and that the covenants, conditions, rights and restrictions in
favor of Lessee pursuant to this Lease shall not be deemed nominal, invalid, inoperative or
otherwise be disregarded while any portion of the Project remains operational.
ARTICLE III
Rent and Taxes
Section 3.1 Rent
(a) Upon execution hereof, Lessee shall make a payment to Lessor in an amount
equal to three hundred thousand dollars ($300,000.00).
(b) After the Installation Date, Lessee shall pay to Lessor an annual rental payment
equal to the greater of (i) three thousand five hundred dollars ($3,500) per MW of installed wind
capacity (as adjusted pursuant to Section 3.1(c) below) or (ii) 3% of the Gross Revenues (as
defined below) received by Lessee from the sale of electricity generated (actual production in
MWh, as measured at the transmission substation's bulbar), by Wind Facilities owned by Lessee
located on the Premises and measured in proportion to all electrical energy generated from the
Project (the "Percentage Rent") for each year of the Term following the Installation Date. The
"Installation Date" means the first date by which Lessee's project transmission facilities and all
HOU03:1122955.6 3
of the Wind Turbines to be constructed by Lessee on the Premises have been completed, tested
and certified by all of the relevant manufacturers and suppliers to the extent necessary to
demonstrate to Lessee's satisfaction that such Wind Turbines are capable of continuously
producing electricity at nameplate capacity and delivering it to the electric transmission grid.
(c) The amount of the payment referenced in Section 3.1(b)(i) above shall be adjusted
annually by the increase or decrease in the Gross Domestic Product Implicit Price Deflator Index
for all goods and services, published in the Survey of Current Business by the United States
Department of Commerce, Bureau of Economic Analysis ("Index"), but not more than five
percent (5%) per year. The base for computing the increase or decrease in the Index for this
purpose shall be the Index for the month of November preceding the Installaion Date (the
"Beginning Index"). The adjustment shall be effective for every full calendar year following the
Installation Date and shall be determined by multiplying such amount by a fraction, the
numerator of which is the Index published for the month of November prior to each adjustment
and the denominator of which is the Beginning Index. If the Index is discontinued or revised
during the Term, such other government index or computation by which it is replaced shall be
used in order to obtain substantially the same result as would be obtained if the Index had not
been discontinued or revised.
(d) Gross Revenue includes revenue from electricity sales and Ancillary Revenue.
Ancillary Revenue comprises all revenue paid to Lessee other than the revenue from electricity
sales that may result from the production of electricity from the Wind Facilities. Sources of
Ancillary Revenue may include, but shall not be limited to, green tags, emissions credits,
renewable portfolio standard certificates and any other non -electricity revenues from the Wind
Facilities, but shall not be deemed to include any PTCs (as defined in Section 3.1(e)).
(e) Lessor and Lessee acknowledge that the Percentage Rent has been established
based upon, among other things, the amount, terms and conditions of the U.S. Production Tax
Credits ("PTCs") as in effect on December 31, 2005 and projected to be generated by the Project
("Original PTC Amounts"), and that electricity generated on the Premises is sold under a power
purchase agreement ("PPA") or similar contract to a purchaser that is not affiliated with Lessee.
Lessor and Lessee agree that if either (i) the PTCs to be generated by the Project as of
commencement of operation of the Wind Facilities are different from the Original PTC Amounts
due to a change in amount, terms or conditions of the PTCs from those in effect on December 31,
2005, or (ii) electricity generated by the Wind Turbines installed on the Premises is not sold
under a bona fide arm's length PPA or similar contract to a purchaser that is not affiliated with
Lessee, then the first sentence of Section 3.1(b) above shall be deleted and replaced in its entirety
by the following:
"3.1(b) After the Installation Date, Lessee shall pay to Lessor the greater
of (i) $1.75 per MWh of electricity generated (actual production in MWh, as
measured at the transmission substation's busbar) by Wind Facilities owned by
Lessee located on the Premises and measured in proportion to all electrical energy
generated from the Project (the "Production Rent") or (ii) an annual payment of
three thousand five hundred and 00/100 dollars ($3,500.00) per MWh (the
"Minimum Rent") for each year of the Term. The amount of $1.75 per MWh
referenced above shall escalate by 1% per year beginning with the first full year
1101103:1122955.6
4
that electricity is generated and sold from the Premises and continue on an annual
basis through the end of the Term."
(0 Lessee's obligation to pay Percentage Rent, Production Rent or Minimum Rent
(collectively, "Rent"), as applicable, shall continue throughout the term of any electricity
purchase or sale agreement which Lessee may have with respect to electricity generated by the
Wind Facilities located on the Premises. All Minimum Rent obligations shall be prorated for any
partial year.
(g) If at commencement of operation of the Wind Facilities in the Project, no Wind
Turbines have been constructed or are being constructed on the Premises, Lessee shall make the
following payments ("Special Payments") to Lessor not later than forty-five (45) days after the
first calendar quarter ended after completion of the improvements described below;
(1) An amount equal to the product of four thousand ($4,000) prorated for
each partial mile) multiplied by the number of miles of transmission cables or wires and
new roads constructed by Lessee on the Premises (Lessor agreeing that Lessee may place
buried lines or cables within sixty (60) feet of any new road and/or install multiple
transmission cables or wires in the same entrenchment, in each case without any
additional consideration;
(2) A payment in an amount equal to the product of two thousand five
hundred dollars ($2,500) multiplied by the number of miles of roads existing on the date
of this Lease that are not improved by Lessee, but that Lessee designates for use in
writing delivered to Lessor.
(h) If any substation is constructed on the Premises, Lessee shall pay to Lessor an
amount equal to five thousand dollars ($5,000) (the "Substation Payment") not later than forty-
five (45) days after the first calendar quarter ended after completion of such substation.
Section 3.2 Pre -Payment of Rent
(a) Within thirty (30) days after the Commencement of Construction (as defined
below), Lessee shall pay to Lessor an amount equal to two million seven hundred thousand
dollars ($2,700,000.00) (the "Pre -Payment"). For purposes of this Easement, the term
"Commencement of Construction" shall mean the date Lessee commences the installation of
roads on the Property for the purposes of installing Wind Facilities on the Premises.
(b) The amount of the Pre -Payment shall be credited towards any Rent as it becomes
due to Lessor under this lease. Lessee shall provide Lessor an annual accounting of the amounts
of Rent to which the Pre -Payment is being credited. Lessee shall not be obligated to pay Rent
until the Pre -Payment has been fully credited towards the Rent that would otherwise be payable
to Lessor.
Section 3.3 No Representation
Lessee makes no representation or warranty as to the likelihood that the Wind Facilities
will generate sufficient electricity, or that any purchase or sales agreement for such electricity
HOU03:I122955.6 5
will provide adequate revenues, so as to create any entitlement in Lessor to Percentage Rent
during any period of time. Lessor acknowledges that the operation of the Wind Facilities is
subject to adverse weather, lack of wind, equipment failures and other events beyond the control
of Lessee which may interrupt or prevent electricity generation, and that receipts for electricity
generated may also be affected by the terms of any relevant purchase or sale agreement and
performance by any buyer. Any representation by Lessee to Lessor as to the expected production
from the Wind Facilities or the amount of expected Percentage Rent is purely an estimate based
on the information available to Lessee at the time and is not a guarantee that any such production
will occur or that such an amount of Percentage Rent will become due to Lessor at any time.
Section 3.4 Taxes, Assessments and Utilities
(a) Lessor shall pay, when due, all real property taxes and assessments levied against
the Premises and all personal property taxes and assessments levied against any property and
improvements owned by Lessor and located on the Premises. Subject to Section 3.4 (c), if
Lessor shall fail to pay any such taxes or assessments when due, Lessee may, at its option, pay
those taxes and assessments and any accrued interest and penalties, and deduct the amount of its
payment from any Rent, Special Payments or the Substation Payment otherwise due to Lessor
from Lessee.
(b) Lessee shall pay all personal property taxes and assessments levied against the
Wind Facilities when due. If the Premises experiences any increase in the amount of real
property taxes assessed as a result of the installation of the Wind Facilities on the Premises,
including any reclassification of the Premises, Lessee shall pay or reimburse Lessor an amount
equal to the increase no later than ten (10) days prior to the date each year on which the
applicable current and past statements of real estate taxes payable for the Premises are to be paid,
provided that Lessor provides Lessee with copies of the applicable statements and any related
information demonstrating the reasons for any increase in real estate taxes.
(c) Either party may contest the validity or amount of any levied taxes, assessments
or other charges for which each is responsible under this Lease as long as such contest is pursued
in good faith and with due diligence and the party contesting the tax, assessment or charge has
paid the obligation in question or established adequate reserves to pay the obligation in the event
of an adverse determination.
(d) Lessee shall pay for all water, electric, telecommunications and any other utility
services used by the Wind Facilities or Lessee on the Premises.
ARTICLE IV
Lessee's Covenants
Lessee covenants, represents and warrants to Lessor as follows:
Section 4.1 Liens
Lessee shall keep the Premises free and clear of all liens and claims of liens for labor,
materials, services, supplies and equipment performed on or furnished to Lessee or any Wind
Facility on the Premises in connection with Lessee's use of the Premises. Lessee may contest
HOO03:1122955.6 6
any such lien, but shall post a bond or utilize other available means to remove any lien or
encumbrance for which it is responsible pursuant to this paragraph within sixty (60) days of the
creation of any such lien or encumbrance.
Section 4.2 Permits and Laws
Lessee and its designees shall at all times comply with all federal, state and local laws,
statutes, ordinances, rules, regulations, judgments and other valid orders of any governmental
authority with respect to Lessee's activities pursuant to this Lease and shall obtain all permits,
licenses and orders required to conduct any and all such activities.
Section 4.3 Lessee's Improvements
All Wind Facilities constructed, installed or placed on the Premises by Lessee pursuant to
this Lease shall be the sole property of Lessee, and Lessor shall have no ownership or other
interest in any Wind Facilities on the Premises. Throughout the Term, Lessee shall, at its sole
cost and expense, maintain Lessee's Wind Facilities in good condition and repair, ordinary wear
and tear excepted. All Wind Facilities constructed, installed or placed on the Premises by Lessee
pursuant to this Lease may be moved, replaced, repaired or refurbished by Lessee at any time.
At the end of the Term, including any termination of the Lease, Lessee shall remove all its Wind
Facilities (except for any roads), including foundation to a depth of four (4) feet below grade,
within eight (8) months from the date the Term expires or the Lease terminates. If Lessee fails to
remove any of the Wind Facilities within the required time period, such Wind Facilities shall be
considered abandoned by Lessee and Lessor may remove these Wind Facilities from the
Premises and dispose of them in its sole discretion without notice or liability to Lessee. If Lessor
incurs costs to decommission and remove any of the Wind Facilities due to Lessee's failure to do
so within the required period, Lessee hereby agrees to indemnify Lessor for such net costs and
agrees to reimburse Lessor for those amounts reasonably incurred, within sixty (60) days of
receipt of adequate documentation of the costs.
Section 4.4 Hazardous Wastes
Lessee shall not use, dispose of or release on the Premises or cause or permit to exist or
be used, stored, disposed of or released on the Premises as a result of Lessee's operations, any
substance which is defined as a "hazardous material," "toxic substance" or "solid waste" in
applicable federal, state or local laws, statutes or ordinances, except in such quantities as may be
required in its normal business operations and only if such use is not harmful to Lessor and is in
full compliance with all applicable laws.
Section 4.5 Insurance
Lessee shall obtain and maintain, or cause to be maintained, in force policies of insurance
covering the Wind Facilities and Lessee's activities on the Premises at all times during the Term,
including specifically commercial general liability insurance with a combined single limit of
liability for bodily injury and property damage of one million dollars ($1,000,000) per
occurrence and with an annual general aggregate of one million dollars ($1,000,000). Such
insurance coverage for the Wind Facilities and Premises may be provided as part of a blanket
policy provided the limits required herein apply separately to occurrences related to the Wind
HOO03:1122955.6 7
Facilities and Lessee's activities on the Premises. Any such policies shall name Lessor as an
additional insured and shall provide for thirty (30) days prior written notice to Lessor of any
cancellation or material change. Lessee shall provide Lessor with copies of certificates of
insurance evidencing this coverage upon request by Lessor. In the event Lessee elects to self -
insure, then upon request by Lessor, Lessee will deliver a Certificate of Self Insurance or a
written statement confirming Lessee's self insurance status to Lessor.
Section 4.6 Remediation of Glare and Shadow Flicker
Lessee agrees that should Lessor experience problems with glare or shadow flicker at any
occupied residence, building utilized within the tourist operation or guest house on the Premises
associated with the presence of the Wind Turbines on the Premises, Lessor will report such
problems in writing to Lessee. Lessee, at its sole expense, will expeditiously mitigate the
problem to the reasonable satisfaction of the Lessee by any commercially reasonable means
necessary, including, but not limited to, planting of trees large enough to mitigate the glare or
shadow flicker and installing appropriate watering devices to assist their survival provided that
Lessor provides the supply of water for watering devices. To avoid the occurrence of glare or
shadow flicker, Lessee shall not install any wind turbines closer than two thousand (2,000) feet
from any inhabited guest house lodge or dormitory, the existence of which is on the Premises
before the Commencement of Construction.
ARTICLE V
Lessor's Covenants
Lessor covenants, represents and warrants to Lessee as follows:
Section 5.1 Title and Authority
Except to the extent otherwise stated in this Lease, Lessor is the sole owner of the
Premises in fee simple and each person or entity signing the Lease on behalf of Lessor has the
full and unrestricted authority to execute and deliver this Lease and to grant the easements and
rights granted herein. All persons having any ownership interest in the Premises (including
spouses) are signing this Lease as Lessor. When signed by Lessor, this Lease constitutes a valid
and binding agreement enforceable against Lessor in accordance with its terms. There are no
encumbrances or liens against the Premises except as disclosed by Lessor to Lessee or which are
reflected in an abstract or title report for the Premises provided to Lessee prior to execution of
the Lease.
Section 5.2 Quiet Enjoyment
(a) As long as Lessee is not in default under this Lease, Lessee shall have the quiet
use and enjoyment of the Premises in accordance with the terms of this Lease without any
interference of any kind by Lessor or any person claiming through Lessor. Lessor and its
activities on the Premises and any grant of rights Lessor makes to any other person shall not
interfere with any of Lessee's activities pursuant to this Lease, and Lessor shall not interfere with
any of Lessee's activities pursuant to this Lease, and Lessor shall not interfere or allow
interference with the wind speed or wind direction over the Premises or otherwise engage in
activities which might impede or decrease the output or efficiency of the Wind Facilities.
HOU03:1122955.6 8
(b) Under no circumstances shall Lessee or any of Lessee's invitees, agents or
contractors hunt on the Premises. Lessor expressly reserves the right to hunt or to allow its
invitees and licensees to hunt on the Premises, so long as such hunting is done in a safe manner
and does not interfere with Lessee's use of the Premises, damage any Wind Facilities, or
endanger or injure any of Lessee's personnel, business invitees, agents, contractors or property
belonging to Lessee, Lessee's invitees, agents or contractors. If Lessor authorizes any such
hunting, Lessor shall indemnify Lessee from any such interference, damage or injury caused by
hunting authorized by Lessor, but not otherwise. Notwithstanding the foregoing, Lessor shall not
permit any hunting during periods when Lessee's or Lessee's contractors' construction personnel
are present on the Premises during construction or repair of any Wind Turbine, Site and/or Wind
Facilities. Such prohibition shall apply to Lessor and its employees, invitees and licensees, and
Lessor shall include such prohibition in all agreements granting hunting rights on the Premises.
The provisions of this paragraph shall survive termination of this Lease.
(c) During the Term of this Lease, Lessor shall not lease or grant an easement right
with respect to the Premises to any other entity for the purpose of development, construction
and/or operation of any Wind Facilities.
Section 5.3 Hazardous Materials
Lessor shall not use, store, dispose of or release on the Premises or cause or permit to
exist or be used, stored, disposed of or released on the Premises as a result of Lessor's
operations, any substance which is defined as a "hazardous substance," "hazardous material," to
"solid waste" in any federal, state or local law, statute or ordinance, except in such quantities as
may be required in its normal business operations and only if such use is not harmful to Lessee
and is in full compliance with all applicable laws.
Section 5.4 Cooperation
Lessor shall cooperate with Lessee to obtain non -disturbance and subordination
agreements from any person or entity with a lien, encumbrance, mortgage lease or other
exception to Lessor's fee title to the Premises to the extent necessary to eliminate any actual or
potential interference by any such lienholder with any rights granted to Lessee under this Lease.
Lessor shall also cooperate with Lessee to obtain and maintain any permits needed for the Wind
Facilities. Lessor shall also provide Lessee with such further assurances and shall execute any
estoppel certificates, consents to assignments or additional documents, which may be reasonably
necessary for recording purposes, or requested by Lessee or any of its lenders, in a form
reasonably satisfactory to Lessor.
ARTICLE VI
Indemnification
Section 6.1 Indemnification
Each party (the "Indemnifying Party") agrees to defend, indemnify and hold harmless the
other party and the other party's officers, directors, members, employees, representatives,
mortgagees and agents (collectively the "Indemnified Party") against any and all losses,
damages, claims, expenses and liabilities for physical damage to property and for physical injury
HOO03:1122955.6 9
to any person, including, without limitation, reasonable attorneys' fees, to the extent resulting
from or arising out of (i) any operations or activities of the Indemnifying Party on the Premises;
(ii) any negligent or intentional act or omission on the part of the Indemnifying Party; or (iii) any
breach of this Lease by the Indemnifying Party. This indemnification shall not apply to losses,
damages, claims, expenses and liabilities to the extent caused by any negligent or intentional act
or omission on the part of the Indemnified Party. This indemnification shall survive the
termination of this Lease.
Section 6.2 Surface Damage
The parties anticipate and acknowledge that Lessor may suffer damage to crops, grass,
fences, and other property or improvements on the Premises during Lessee's construction,
installation, decommission relocation and maintenance of Wind Facilities on the Premises.
Lessee shall pay Lessor fair compensation for any such losses or damage, and if the parties
cannot reach agreements to the amount which would constitute fair compensation, the issue shall
be submitted to arbitration before an arbitrator mutually agreed to by the parties. Should a
growing crop be damaged or destroyed by Lessee, Lessor shall be compensated at the rate of the
average production per acre in the general area as determined by the local NRCS office,
multiplied by the current market price. Lessee will take reasonable care when removing top soil,
to separate said top soil from the subsoil, and to restore said top soil to the surface to the
satisfaction of Lessor, so as to, as nearly as possible, restore the land to its original state after
operations on the Premises have been completed. Except as otherwise provided herein, after
construction is complete and grass has been replanted and established to the satisfaction of
Lessor, Lessee shall not be responsible to pay Lessor any losses of income, rent, business
opportunities, profits or other losses arising out of Lessor's inability to grow crops or otherwise
use the Premises.
Lessee further agrees to use best efforts to:
(a) keep construction crews confined within a reasonable area around Wind Turbines
and other Wind Facilities during the construction phase;
(b) arrange for trash pick up including any debris that has blown from the
construction area(s) or Wind Facilities;
(c) replant any and all grass disturbed, damaged or destroyed during construction or
maintenance surrounding Wind Turbine sites or Wind Facility sites at the appropriate time of
year;
(d) provide gate attendants at any open gate or access point to the Premises during
construction to keep out non essential personnel and keep livestock in;
(e) provide locked access gates to all permanent or semi permanent access points to
the Premises at any time that a gate attendant is not present; and
(f) provide Lessor with keys or combinations to all locked access gates.
HOU03:1122955.6
10
Lessee shall reimburse Lessor within thirty (30) days after billing therefor (accompanied
by appropriate evidence of costs) for its actual third -party costs incurred in (i) watering any grass
replanted by Lessee pursuant to this Section 6.2 for one (1) season following replanting,
(ii) replanting for a second time any grass replanted by Lessee that fails to establish during the
first season following replanting and (iii) watering the same for a period of one (1) season
following such second replanting; provided, however, Lessee shall not be required to reimburse
such costs to the extent they exceed an amount equal to the sum of two thousand dollars
($2,000.00) per acre of the Premises that must be watered and/or replanted pursuant to (i)
through (iii) above.
Section 6.3 Surface Damage Upon Termination/Decommission
Upon termination of this Lease and/or decommission of the Wind Facilities located on
the Premises, Lessee shall bear all costs and expenses of removal of the Wind Turbines and
Wind Facilities associated therewith, including replanting and watering of any grass damaged,
destroyed or removed and restoration of the land to its original state as nearly as possible to the
satisfaction of Lessor as determined and set forth in Section 4.3 above.
Section 6.4 Limitation on Damages
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS LEASE,
NEITHER PARTY SHALL BE ENTITLED TO, AND EACH OF LESSOR AND LESSEE
HEREBY WAIVES ANY AND ALL RIGHTS TO RECOVER CONSEQUENTIAL,
INCIDENTAL, AND PUNITIVE OR EXEMPLARY DAMAGES, HOWEVER ARISING,
WHETHER IN CONTRACT, IN TORT, OR OTHERWISE, UNDER OR WITH RESPECT TO
ANY ACTION TAKEN IN CONNECTION WITH THIS LEASE.
Section 6.5 Waiver of Jury Trial
EACH OF THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
ON THIS LEASE, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
LEASE AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY
HERETO. EACH OF THE PARTIES TO THIS LEASE WAIVES ANY RIGHT TO
CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH
ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN
WAIVED. THIS PROVISION IS A MATERIAL INDUCEMENT TO EACH OF THE
PARTIES FOR ENTERING INTO THIS LEASE.
ARTICLE VII
Assignment; Encumbrance of Lease
Section 7.1 Right to Encumber
(a) Lessee may at any time mortgage all or any part of its interest in the Lease and
rights under this Lease and/or enter into a collateral assignment of all or any part of its interest in
HOO03:1122955.6
11
the Lease or rights under this Lease to any entity ("Lender") without the consent of the Lessor.
Any Lender shall have no obligations under this Lease until such time as it exercises its rights to
acquire Lessee's interests subject to the lien of Lender's mortgage by foreclosure or otherwise
assumes the obligations of Lessee directly.
(b) Lessor and Lessee agree that once all or any part of Lessee's interests in the Lease
are mortgaged or assigned to a Lender, they will not modify or terminate this Lease without the
prior written consent of the Lender.
(c) Lessor agrees that any Lender shall have the right to make any payment and to do
any other act or thing required to be performed by Lessee under this Lease, and any such
payment, act or thing performed by Lender shall be effective to prevent a default under this
Lease and any forfeiture of any of Lessee's rights under this Lease as if done by Lessee itself
(d) During the time all or any part of Lessee's interests in the Lease are mortgaged or
assigned to any Lender, if Lessee defaults under any of its obligations and Lessor is required to
give Lessee notice of the default, Lessor shall also be required to give Lender notice of the
default. Lessee shall provide Lessor with Lender's address and appropriate notification
information. If Lessor becomes entitled to terminate this Lease due to an uncured default by
Lessee, Lessor will not terminate this Lease unless it has first given written notice of the uncured
default and of its intent to terminate this Lease to the Lender and has given the Lender at least
thirty (30) days to cure the default to prevent termination of this Lease. If within such thirty (30)
day period the Lender notifies the Lessor that it must foreclose on Lessee's interest or otherwise
take possession of Lessee's interest under this Lease in order to cure the default, Lessor shall not
terminate this Lease and shall permit the Lender a reasonable period of time necessary for the
Lender, with the exercise of due diligence, to foreclose or acquire Lessee's interest under this
Lease and to perform or cause to be performed all of the covenants and agreements to be
performed and observed by Lessee. The time within which Lender must foreclose or acquire
Lessee's interest shall be extended to the extent Lender is prohibited by an order or injunction
issued by a court or the operation of any bankruptcy or insolvency law from commencing or
prosecuting the necessary foreclosure or acquisition.
(e) The acquisition of all or any part of Lessee's interests in the Lease by any Lender
through foreclosure or other judicial or non judicial proceedings in the nature of foreclosure, or
by any conveyance in lieu of foreclosure, shall not require the consent of Lessor nor constitute a
breach or default of this Lease by Lessee, and upon the completion of the acquisition or
conveyance Lessor shall acknowledge and recognize Lender as Lessee's proper successor under
this Lease upon Lender's cure of any existing Lessee defaults and assumption of the obligations
of Lessee under this Lease prospectively.
(0 In the event this Lease is rejected by a trustee or a debtor -in -possession in any
bankruptcy or insolvency proceeding Lessor agrees, upon request by any Lender within sixty
(60) days after the rejection or tuuunation, to execute and deliver to Lessee or Lender a new
Lease for the Premises which (i) shall be effective as of the date of the rejection or termination of
this Lease, (ii) shall be for a term equal to the remainder of the Term of the Lease before giving
effect to such rejection or termination, and (iii) shall contain the same terms, covenants,
agreements, provisions, conditions and limitations as are contained in this Lease (except for any
HO1103:1122955.6
12
obligations or requirements which have been fulfilled by Lessee or Lender prior to rejection or
termination). Prior to the execution and delivery of any such new lease, Lessee, or Lender shall
(i) pay Lessor any amounts which are due Lessor from Lessee, (ii) pay Lessor any and all
amounts which would have been due under this Lease but for the rejection or termination from
the date of the rejection or termination to the date of the new lease and (iii) agree in writing to
perform or cause to be performed all of the other covenants and agreements to be performed by
Lessee under this Lease to the extent Lessee failed to perform them prior to the execution and
delivery of the new lease.
Section 7.2 Assignment
(a) Lessee may assign, sublease, transfer or convey its interests in this Lease without
Lessor's consent provided that (i) any such assignment or conveyance shall not be for a period
beyond the Term of this Lease; (ii) the assignee or transferee shall be subject to all of the
obligations, covenants and conditions applicable to the Lessee, (iii) Lessee shall not be relieved
from its obligations under this Lease by virtue of the assignment or conveyance unless (x) Lessee
assigns or conveys its entire interest under the Lease to the assignee or transferee and the
assignee or transferee, at the time of such assignment or conveyance, demonstrates its ability to
perform (as measured by reasonable industry standards) the Lessee's obligations, covenants and
conditions of the Lessee under this Lease in their entirety or (y) such assignment or conveyance
is to a majority -owned subsidiary of Lessee.
(b) Lessor may assign, transfer or convey the payments, rights to payment or similar
interests in this Lease without Lessee's consent provided that (i) Lessor notifies Lessee in writing
of the terms of the assignment if those terms require Lessee to make payments to the assignee;
(ii) in the case of a collateral assignment by Lessor, the assignee acknowledges the validity and
superiority of the lien of this Lease; (iii) at the time of the assignment, Lessor is not in default
under the terms of the Lease; and (iv) Lessor shall not be relieved from liability for any of its
obligations under this Lease by virtue of the assignment or conveyance unless the assignment or
conveyance occurs in conjunction with a transfer or conveyance of Lessor's interests in the
Premises, and the assignee or transferee assumes the obligations, covenants and conditions of the
Lessor under this Lease in their entirety.
Section 7.3 Continuing Nature of Obligations
The burdens of the wind easement and all other rights granted to Lessee in this Lease
shall run with and against the Premises and shall be a charge and burden on the Premises and
shall be binding upon and against Lessor and its successors, assigns, permittees, licensees,
lessees, employees and agents. The Lease and wind easement shall inure to the benefit of Lessee
and its successors, assigns, permittees, licensees and lessees.
ARTICLE VIII
Condemnation/Force Majeure
Section 8.1 Condemnation
If eminent domain proceedings are commenced against all or any portion of the Premises
and the taking and proposed use of such property would prevent or adversely affect Lessee's
HOU03:1122955.6
13
construction, installation or operation of Wind Facilities on the Premises, the parties shall either
amend this Lease to reflect any necessary relocation of the Premises or Wind Facilities which
will preserve the value and benefit of the Lease to Lessee, together with any corresponding
payments, or, at Lessee's option, this Lease shall terminate in which event neither party shall
have any further obligations.
Section 8.2 Proceeds
All payments made by a condemnor on account of a taking by eminent domain shall be
the property of Lessor, except that Lessee shall be entitled to any award or amount paid for the
reasonable costs of removing or relocating any of the Wind Facilities or the loss of any such
Wind Facilities or the use of the Premises pursuant to the Lease (based on the full Term of the
Lease, without regard to termination thereof caused by the taking). Lessee shall have the right to
participate in any condemnation proceedings to this extent.
Section 8.3 Force Majeure — Delays
Except as otherwise expressly provided in this Lease, should the performance of any act
required by this Lease to be performed by either Lessor or Lessee be prevented or delayed by
reason of any act of God, strike, lock -out, labor trouble, inability to secure materials, restrictive
governmental laws or regulations, or any other cause not the fault of the party required to
perform the act, the time for performance of the act will be extended for a period equivalent to
the period of delay and performance of the act during the period of delay will be excused.
ARTICLE IX
Default Termination
Section 9.1 Events of Default
Each of the following shall constitute an event of default, which shall permit the non -
defaulting party to terminate this Lease or pursue other remedies available at law or equity.
(a) any failure by Lessee to pay Rent, any Special Payments, the Substation Payment
or the Pre -Payment when due if the failure to pay continues for thirty (30) days after written
notice from Lessor; or
(b) any other material breach of this Lease by either party which continues for thirty
(30) days after written notice of default from the non -defaulting party or, if the cure will take
longer than thirty (30) days, the length of time necessary to effect cure as long as the defaulting
party is making diligent efforts to cure during that time.
Section 9.2 Surrender
Upon the termination or expiration of this Lease, Lessee shall peaceably surrender the
Premises to Lessor and remove all above ground Wind Facilities and all underground Wind
Facilities as provided in Section 4.3 above.
HOO03:1122955.6
14
Section 9.3 Specific Performance
Lessor acknowledges and agrees that should Lessor breach any of its obligations
hereunder or otherwise fail to permit Lessee to exercise any of the rights and privileges granted
herein, Lessee shall have the right to seek specific enforcement of this Lease.
Section 9.4 Record
Upon the termination or expiration of this Lease, Lessee shall provide that appropriate
termination of lease documentation is recorded.
ARTICLE X
Miscellaneous
Section 10.1 Notice
Notices, consents or other documents required or permitted by this Lease must be given
by personal delivery, telecopier, delivered by Federal Express or other reputable overnight
courier, or sent by registered mail or certified mail, return receipt requested, and postage prepaid
and shall be sent to the respective parties as follows:
To Lessor:
With a copy to:
Colorado Cattle Company, LLC
Attn: Penny Persson
70008 Weld County Road 132
New Raymer, CO 80742
Tel: (970) 437-5345
Fax: (970) 437-5432
Pamela Robillard Mackey
150 E. 10th Avenue
Denver, CO 80203
Tel: (303) 831-7364
Fax: (303) 832-2628
To Lessee: BP Wind Energy North America Inc.
700 Louisiana Street, 33`d Floor
Houston TX 77002
Attention: Land Manager
Tel: (713) 354-2130
Fax: (713) 354-2120
Each Party may change its address (and the person(s) to whom notice is to be sent) by giving
written notice of such change to the other parties in the manner provided in this Section 10.1.
Any notice provided for herein shall become effective only upon actual receipt by the party to
whom it is given, unless such notice is only mailed by certified mail, return receipt requested, in
which case it shall be deemed to be received five (5) business days after the date it is mailed.
HOU03:1122955.6
15
Section 10.2 No Third Party Beneficiaries
Except for the rights of Lenders set forth above, no provision of this Lease is intended to
nor shall it in any way inure to the benefit of any third party so as to constitute any such person a
third party beneficiary under this Lease, or of any one or more of the terms of this Lease, or
otherwise give rise to any cause of action in any person not a party to this Lease.
Section 10.3 Entire Agreement
It is mutually understood and agreed that this Lease constitutes the entire agreement
between Lessor and Lessee and supersedes any and all prior oral or written understandings,
representations or statements, and that no understandings, representations or statements, verbal
or written, have been made which modify, amend or qualify or affect the terms of this Lease.
This Lease may not be amended except in a writing executed by both parties.
Section 10.4 Governing Law
This Lease is made in Weld County, Colorado and shall be governed by the laws of the
State of Colorado except the choice of law provisions thereof.
Section 10.5 Cooperation
Each of the parties, without further consideration, agrees to execute and deliver such
additional documents and take such action as may be reasonably necessary to carry out the
purposes and intent of this Lease and to fulfill the obligations of the respective parties.
Section 10.6 Waiver
Neither party shall be deemed to have waived any provision of this Lease or any remedy
available to it unless such waiver is in writing and signed by the party against whom the waiver
would operate. Any waiver at any time by either party of its rights with respect to any rights
arising in connection with this Lease shall not be deemed a waiver with respect to any
subsequent or other matter.
Section 10.7 Relationship of Parties
This Lease shall not be interpreted or construed to create an association, joint venture,
fiduciary relationship or partnership between Lessor and Lessee or to impose any partnership
obligation or liability or any trust or agency obligation or relationship upon either party. Lessor
and Lessee shall not have any right, power, or authority to enter into any agreement or
undertaking for, or act on behalf of, or to act or be an agent or representative of, or to otherwise
bind, the other party.
Section 10.8 Confidentiality
The parties acknowledge that during the course of the performance of their respective
obligations under this Lease, either party may need to provide information to the other party,
which the disclosing party deems to be confidential, proprietary or a trade secret. Any such
HOU03:1122955.6
16
information, which is marked confidential or otherwise indicated as confidential, shall be treated
confidential by the receiving party and shall not be disclosed to any other person without the
prior consent of the disclosing party. The receiving party agrees that it shall make disclosure of
any such confidential information only to attorneys, consultants, or agents (each individually its
"Representative" and collectively, its "Representatives") to whom disclosure is reasonably
necessary during the course of the performance of their respective obligations under this Lease.
The receiving party shall appropriately notify such Representatives that the disclosure is made in
confidence and shall be kept in confidence in accordance with this Lease. The receiving party
shall be responsible for the failure of such Representatives to comply with the terms hereof The
terms and conditions of this Lease shall be deemed confidential and subject to the provisions of
this Section 10.8. The provisions of this Section 10.8 shall survive the expiration or earlier
termination of this Lease.
Section 10.9 Counterparts
This Lease may be executed in two or more counterparts and by different parties on
separate counterparts, all of which shall be considered one and the same agreement and each of
which shall be deemed an original.
IN WITNESS WHEREOF, this Lease has been duly executed on the day and date set
forth below the respective signatures of Lessor and Lessee to be effective as of the last date
executed by a party hereto.
[SIGNATURE PAGE FOLLOWS]
HOO03:1122955.6
17
COLORADO CATTLE COMPANY, LLC
Nam . �gw s�IS2 bs�
Date: a) I-)
Tax ID Number: -"3
BP WIND ENERGY NORTH AMERICA, INC.
a Virginia corporation
STATE OF COLORADO )
COUNTY OF!" 06/121€1
Th foregoing trument was acknowledged before me this0/ , /' day of 6 ,
2007 by Vei n i er&joY) , Lessor.
ss
0:72it
Notary Public
My commission expires: , "
STATE OF TEXAS )
ss
COUNTY OF HARRIS ) Slay
Th�e oregoing inst ant was ac wlegged forfe this 5'%y of UGH
2007 by G Pic S 14 iKgier ThigintreefOrnt. Wind Energy North America Inc., a
Virginia corporation, on behalf of the company.
ELIZABETH TINA JACKSON
Notary Public, State of Texas
My Commission Expires
May 01, 2011
HOO03.1122955.6
blic
My commission expires:
18
be
EXHIBIT A
DESCRIPTION OF SITE
The Property is all of the following tracts or parcels of land, situated in Weld County, State of Colorado,
consisting of 5,720 acres (more or less), more particularly described as follows:
PARCEL 1:
TOWNSHIP 11 NORTH, RANGE 57 WEST OF THE 6T" P.M.
Section 9: All
Section 10: Wl/2
Section 14: W1/2NWl/4 and NWI/4SW1/4
Section 15: S1/2, Sl/2N1/2, AND NEl/4NE1/4
Section 21: NWI/4,NW1/4SW1/4,El/2,E1/2SW1/4
Section 22: All
Section 23: W1/2SW1/4, SW1/4NWI/4
Section 24: NWI/4NEI/4
Section 26: NWI/4NWI/4, N1/2SW1/4NW1/4
Section 27: E1/2W1/2, Wl/2E1/2, NE1/4NE1/4, Nl/2SEI/4NE1/4, WI/2NWI/4,
NWI/4SW1/4
Section 28: N1/2NE1/4, NE1/4NW1/4
ALL IN THE COUNTY OF WELD, STATE OF COLORADO
PARCEL 2:
TOWNSHIP 11 NORTH, RANGE 57 WEST OF THE 6T" P.M.
Section 19: SEI/4NWI/4, NE1/4SW1/4, NW1/4SE1/4
EXCEPTING THEREFROM a parcel of land conveyed to Weld County by deed
recorded October 5, 1922 in Book 622 at Page 522.
Section 20: NE1/4, SW1/4, E1/2SE1/4, SWI/4SEI/4
Section 21: SWl/4SWI/4
Section 28: NW1/4NW1/4
Section 29: WI/2,N1/2NEl/4
Section 30: E1/2, SEI/4NW1/4, EI/2SW1/4, W1/2NW1/4, NWI/4SWI/4
EXCEPTING THEREFROM a parcel of land conveyed to Weld County by deed
recorded October 5, 1922 in Book 622 at Page 522.
ALL IN THE COUNTY OF WELD, STATE OF COLORADO
H0003:1122955.6
19
Parcel 2A:
Township 11 North, Range 57 West of the 6'" P.M.
Section 19: W1/2NE1/4
ALL IN THE COUNTY OF WELD, STATE OF COLORADO
Parcel 3:
Township 11 North, Range 57 West of the 6" P.M.
Section 19: Wl/2W1/2, SE1/4SW1/4, SI/2SE1/4, El/2NE1/4
EXCEPTING THEREFROM a parcel of land conveyed to Weld County by deed
recorded October 5,
1922 in Book 622 at Page 522
In the event of inaccuracies in the foregoing legal description, Lessee and Lessor shall amend
this Agreement to correct such inaccuracies.
HOO03:1122955.6
20
COLORADO CATTLE COMPANY, LLC
Name: Mats E. Perrson
Date: `09
Tax ID Number: 6S!-1.$ 3906
STATE OF COLORADO )
ss
COUNTY OF Mcxa i )
51 The ego)ng instrument was acknowledged before me thisI day of1\6Q/144Y.,
2007 by II 1 3 5 l b`,cr°, Lessor/
.-47d6CA,a a -0O
HO003:1122955.6
Notary Public
My commission expires:
MY COMMISSION E%PRES
7/7/2008
NOTICE
DOCKET #2011-19
Pursuant to the liquor laws of the State of Colorado, Colorado Cattle Company, LLC, dba Colorado
Cattle Company, 70008 County Road 132, New Raymer, Colorado 80742 has requested the
licensing officials of Weld County, Colorado, to grant a Hotel and Restaurant Liquor License for
consumption by the drink on the premises only.
DATE OF APPLICATION: February 11, 2011
The Board of County Commissioners of Weld County, Colorado, has declared that the
neighborhood to be served will be as follows:
LEGAL DESCRIPTION:
All of Sections 6, 7, and 31, Township 11 North, Range 56 West; and all of Sections 1, 2, 11, 12, 35,
and 36, Township 11 North, Range 57 West of the 6th P.M., Weld County Colorado
The public hearing on said license will be held in the Chambers of the Board of County
Commissioners of Weld County Colorado, Weld County Centennial Center, 915 10th Street, First
Floor, Greeley, Colorado 80631, on March 21, 2011, at 9:00 a.m.
If a court reporter is desired, please advise the Clerk to the Board, in writing, at least five days prior
to the hearing. The cost of engaging a court reporter shall be borne by the requesting party. In
accordance with the Americans with Disabilities Act, if you require special accommodations in order
to participate in this hearing, please contact the Clerk to the Board's Office at (970) 336-7215,
Extension 4226, prior to the day of the hearing.
Petitions and remonstrances may be filed in the office of the Clerk to the Board of County
Commissioners, located in the Weld County Centennial Center, 915 10th Street, Third Floor,
Greeley, Colorado 80631. E -Mail messages sent to an individual Commissioner may not be
included in the case file. To ensure inclusion of your E -Mail correspondence into the case file,
please send a copy to egesick@co.weld.co.us.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
DATED: March 4, 2011
PUBLISHED: March 9, 2011, in the Fort Lupton Press
2011-0740
PROOF OF PUBLICATION
FORT LUPTON PRESS
STATE OF COLORADO
COUNTY OF WELD SS.
I, Allen Messick, do solemnly swear that I am the Publisher
of the Fort Lupton Press that the same is a weekly
newspaper printed and published in the County of Weld,
State of Colorado, and has a general circulation therein;
that said newspaper has been published continuously and
uninterruptedly in said county of Weld for a period of more
than fifty-two consecutive weeks prior to the first
publication of the annexed legal notice or advertisement;
that said newspaper has been admitted to the United
States mails as second-class matter under the provisions
of the act of March 3, 1879, or any amendments thereof,
and that said newspaper is a weekly newspaper duly
qualified for publishing legal notices and advertisements
within the meaning of the laws of the State of Colorado.
That the annexed legal notice or advertisement was
published in the regular and entire issue of every number
of said weekly newspaper for the period of ONE
consecutive insertion(s); and that the first publication of
said notice was in the issue of newspaper, dated 9th day
of MARCH 2011, and the last on the 9th day of MARCH
2011
a -v ✓b
Publisher, Subscribed and sworn before me, this 9th
day of, MARCH 2011
r
;x 1V?X Notary Public.
My Commission Expires : �� \;o k Lf
NOTICE
DOCKET 02011.19
Pursuant to the liquor laws of the
3taje of Colorado, Colorado Cattle
Company, LLC, dba Colorado Cattle
Company, 70008 County Road 32,
New Rayner, Colorado 80742 1 has
requested the licensing officials of
Weld County, Colorado, to grant a
Hotel and Restaurant Liquor License
for consumption by the drink on the
premises only.
DATE OF APPLICATION: February
11, 2011
The Board of County Commissioners
declared that the' neighborhoodColorado,
to
be served will be as follows:
LEGAL DESCRIPTION:
All of Sections 6, 7, and 31, Township
11 North, Range 56 West; and all
of Sections 1, 2, it, 12 35, and
36, Township 11 North, Range 57
West of the 6th P.M., Weld County
Colorado
The public hearing on said license
will be held II the Chambers of the
Board of County Commissioners of
Weld CnCenter, tyCoter915 y10th Street
ld FirstCentennial t
First Floor, Greeley, Colorado 80631,
on March 21, 2011, at 9:00 a.m.
If a court reporter is desired, please
advise the Clerk to the Board, in
writing, at least five days prior to
the hearing. The cost of engaging a
court reporter shall be borne by the
requesting party. In accordance with
the Americans with Disabilities Act, if
in you
rt require soda gs
please contact the Clerk to the
Board's Office at (970) 336-7215
Extension 4226, poor to the day of
the hearing:
Petitions and remonstrances may be
filed in the office of the Clerk to the
Board of County Commissioners,
located in the Weld County
Centennial Center, 915 10th Street,
Third Floor, Greeley, Colorado
80631. E -Mail messages sent to
an individual Commissioner may
not be included in the case file. To
ensure inclusion of your E -Mail
correspondence Into the case file,
please send a copy to sgeslck@
co.weld.co.us.
BOARD COUNTY
COWELD 1COUNTY,
COLORADO
DATED_ March 4. 2011 _
FatLISMFp: March 9.2011, in the
pton Proms
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BY /`�
WELD -COUNTY
March 7, 2011
BOARD OF COUNTY COMMISSIONERS
PHONE: (970) 336-7204, EXT.4200
FAX: (970) 352-0242
915 10TH STREET
P.O. BOX 758
GREELEY, COLORADO 80632
Colorado Cattle Company, LLC,
dba Colorado Cattle Company
70008 County Road 132
New Raymer, Colorado 80742
RE: Report of Investigation for Colorado Liquor License Application — Colorado Cattle Company
Dear Applicant:
On March 4, 2011, I traveled to the proposed licensed premises known as Colorado Cattle
Company, located at 70008 County Road 132 New Raymer, Colorado 80742. While there I made
an on -site inspection regarding the Liquor License Application filed. The application is for a Hotel
and Restaurant Liquor License. It will be heard by the Board of County Commissioners as the liquor
licensing authority for Weld County on March 21, 2011, at 9:00 a.m.
My inspection revealed the following:
1. The proposed licensed premises is not directly connected to a different licensed
premises. Section 12-47-301(3)(a), C.R.S.
2. The diagram of the proposed licensed premises is correct. Section 12-47-309(3),
C.R.S.
3. There are no other hotel and restaurant liquor licensed premises in the
neighborhood.
4. The sign noticing the place, date, and time of the hearing for the liquor license
application was posted by the applicant in such a manner that the notice was
conspicuous and plainly visible to the public, when I was there at approximately
3p.m. on March 4, 2011.
LC0048
Dave Long, Commissioner
REPORT OF INVESTIGATION — COLORADO CATTLE COMPANY
PAGE 2
5. There are no public or parochial schools, or principal campus of any college,
university, or seminary within 500 feet of the proposed licensed premises. Section
12-47-313(1)(d)(I), C.R.S.
Very truly yours,
BOARD OF COUNTY COMMISSIONERS
LD COUNTY, COLORADO
cc: Bruce Barker, Countf Attorney
{File location]
LIQUOR/BEER NEW LICENSE REVIEW FORM
Date:
TO:
FROM:
SUBJECT:
March 21, 2011
{DEPUTY} 1112 Wte.(Ce
CTB
Liquor License Application Check
In accordance with the new procedure for Liquor and/or beer license checks, please review all
records on the following establishment for any associated reports during the last year and return
your report to the Weld County Clerk to the Board's Office within two weeks. Your report will
be used by the Board of County Commissioners in considering the application of the liquor
and/or beer license.
PLEASE RESPOND ASAP
ESTABLISHMENT:
COLORADO CATTLE COMPANY, LLC
DBA COLORADO CATTLE COMPANY
70008 COUNTY ROAD 132
NEW RAYMER, COLORADO 80742
********************************************************************************************************
No concerns
Cm .
Deputy's Initials
The Sheriffs Office had a concern and the deputy has mutually
worked with the licensee to correct the concern.
(Complete Attached Worksheet)
Unresolved concerns exist requiring a Probable Cause Hearing
scheduled by the Board of County Commissioners.
(Complete Attached Worksheet)
********************************************************************************************************
Please notif _
Board of Com
at Extension of the date and time of the
ssioner's application hearing.
oib-39Z-33y(,
Liquor/Beer License Worksheet
The following concerns are noted:
000e -1714o ot\ Q -hkNe p c v pecki. tkn c1QR od k ktec„.rg ot_
The Licensee and the Sheriffs Office have collectively agreed to implement the following to
correct concerns noted above: (A time line and corrective action should be listed for each
concern)
VA We
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eALACJA
Use another sheet of pa.er or attach separate proposal to this packet if needed.
Attach copies of all reports associated with this establishment for the last year.
Both the Deputy and the Owner of the establishment will be required to attend the Liquor
Hearing to testify to the above agreement.
WELD COUNTY SHERIFF'S OFFICE
Community Resource Office
L1l uoR ENFORCEMENT WORKSHEET
1950 O Street
Greeley, Colorado 80631
Voice (970) 356-4015 • Fax (970) 304-6467
SRA4egS (0 7&?Z Z-C(.C)v
Inspection Report
„>i Incident Report CR#:
LiameTmdetam*IAL
COV)cCikWa..421k__O O1
tjcenseeName: 10 Ina- CQfc ccrt le ottA
License t / Type. v,'` f v; //4 14i. “,k4 tot
Date of Report/ Incident 3 -.03,0
Address: -1 L� y1�j' S , eJ 1 3
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Person Contacted: � , ^, y\c 0 c
tacie
City, Slate, Zip: e_c_,J R ci_ 7 �& Telephoner i 7r,;. Ig^ / -S) (Ls--- J
State Liquor License Posted
De
Manager Registered
les
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ring_
State Sales Tax License Posted
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License in Control of Premises
County Liquor License Posted
Trade Name Property Registered
Federal Form 11 ' Call (800) 398-2822
`
X
Premises Physical Control Adequate
Food Service License Posted
Acceptable Dispensing System
Minor Warning Sign Posted
Off Premise Storage Licensed
Meals and Snacks Available
Only Permitted Items Sold
Cleanliness Adequate
Alcohol From Permitted Source
Books & Invoices Available
Discuss Sales or to Minors
Alcohol Beverage Stock Acceptable '
Discuss Sales t , bc-gcfrs'ons
OWarning 0Follow-Up Inspection
Potation:
I Dale: 1 Time:
Subiect:
1 DOB:
1 Hgt:
1. Wgt:
i Hair:
Cbthing:
DL /ON
State:
Address:
City:
Stale:
ZIP
Evidence: Yes
NO
HAN Plane t:
Summons r
Court Date.
Photos: Yes
NO
Narrative: 00 Cu RC fi \S
Deputy _
#: L ) -3'1) Date: /0.3/i/
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Comer
PURSUANT TO THE LIGUOR LAWS
OF COLORADO
Colorado Cattle Compwq,u-Q
dlyx CMtormdo CuiHc Ct'ompany
10008 Counuj (pad 132
New R api e� Colorado gaPil:
HAS REQUESTED THE LICENSING
OFFICALS OF Weld counti.4, Colorado
TO Consider ffokd and J}stau ro nt
LICENSE AT: 70008 Cofl Road 1 3Z
4ewJame� &≥bloroenq
HEARING, ON APP!CATION TO BE
ELD AT:
weld Couni� �4-ennial g151oa
street, &ec teg, Colorado, S1Rcvr Aarna
TIME AND DATE: March ZI,20I1,afwct
DATE OF APPLICATION: febrwniI1 ; 20 11 L
BY ORDER OF:eld CountU itrd of Comm
OFFICERS:rout J0 rr OW��'[f Thornt$rtffln Carr 0t4,rnr
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THOMAS G CARR
DARCY J CARR
DBA COLORADO CATTLE COMPANY
70008 WCR 132
NEW RAYMER, CO 80742
2.8, II
Date
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82-441/1021
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CERTIFIED MAIL,. RECEIPT
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Postage
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• Complete Items 1, 2, and 3. Also complete
Item 4 if Restricted Delivery is desired.
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• Attach this card to the back of the mailpiece,
or on the front if space permits.
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C. Date of Delivery
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If YES, enter delivery address below:
3. Service Type
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❑ Insured Mall
❑ Express Mail
❑ Return Receipt for Merchandise
❑ C.O.D.
4. Restricted Delivery? (Extra Fee) O Yes
2. Article Number
(Transfer from service label)
PS Form 3811, February 2004 Domestic Return Receipt
7005 1820 0003 5225 0334
10259502-M-1540
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