Exhibit 10.34


 


BILL OF
SALE


 


This Bill of Sale dated as
of May 1, 2007 from OTTER TAIL AG ENTERPRISES, LLC, a Minnesota limited
liability company (the “Company”) to OTTER TAIL COUNTY, Minnesota, a political
subdivision of the State of Minnesota (the “County”).


 


RECITALS


 


A.           The Company desires to transfer its interest in and County
desires to acquire the Assets (as defined below) for and in consideration of (i) the
financing provided by of the County’s Subordinate Exempt Facility Revenue
Bonds, Series 2007A (Otter Tail Ag Enterprises, LLC Ethanol Plant Project)
and its General Obligation Tax Abatement Bonds, Series 2007B and Series 2007C,
(ii) the execution and delivery of that certain Lease Agreement, dated as
of May 1, 2007 (the “Lease Agreement”), between the County and the
Company, and (iii) other good and valuable consideration.


 


B.           All capitalized terms used herein and not otherwise
defined have the meanings ascribed to them in the Lease Agreement.


 


C.           This
Bill of Sale conveys an after-acquired interest.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the premises and for other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto agree as follows:


 


SECTION 1: SALE OF ASSETS


 


Company does hereby BARGAIN, SELL ASSIGN AND
TRANSFER unto the County, its successors and assigns, all its estate, right,
title and interest in and to the buildings and all materials, supplies,
equipment, apparatus and other items of personal property now owned or
hereafter acquired by the Company which are described in Exhibit A, and
all replacements and substitutions thereof (the “Assets”). The Assets are
located or to be located on the Land legally described in Exhibit B.


 


TO HAVE AND TO HOLD all the
said property described herein unto the County, its successors and assigns, to
its own use and benefit forever.


 


SECTION 2: TITLE


 


Company agrees that it is
the owner of the Assets, that the Assets are free from all encumbrances (except
the Lease and Permitted Encumbrances as defined in the Lease Agreement) and
that the Company has the right to sell and convey the Company’s interest in the
Assets to the County. The Company agrees to warrant and defend the sale of the
Assets to the County against any and all person(s) who claim title to any
of the Assets, subject only to the Lease and Permitted Encumbrances. This Bill
of Sale shall bind the Company and benefit the County and its successors and
assigns.


 

















 


SECTION 3: LESSOR LIENS


 


The Company warrants that it
is conveying title to the Assets to the County free and clear of all liens
except those permitted under the terms of the Lease Agreement.


 


SECTION 4: NO WARRANTIES


 


The foregoing sale, transfer, conveyance and
assignment of the Assets is made “as is,” where is, with all faults, without
any warranties, express or implied, including but not limited to warranties of
fitness, merchantability or fitness for a particular purpose, and without any
recourse to the Company for any reason whatsoever, except as provided in
Sections 2 and 3 hereof.


 


SECTION 5: ASSIGNMENT OF
WARRANTIES


 


The Company hereby bargains,
sells, assigns, transfers and sets over to and for the benefit of the County
all right, title and interest of the Company, if any, in, to and under any and
all contracts to which the Company is a party relating to the procurement,
design, manufacture, construction, installation or testing of the Assets (the “Facility
Contracts”) including, without limitation, all claims for damages arising under
the representations, indemnities, warranties, guarantees and agreements made to
or for the benefit of the Company by the parties (other than the Company) to
the Facility Contracts (other than the Company, the “Facility Contractors”),
and the right to compel performance of the terms of the Facility Contracts. The
Company agrees at the request of the County and at the County’s expense, to use
commercially reasonable efforts to preserve and protect the County’s rights
under any warranty, covenant or representation made by each Facility Contractor
with respect to the Assets.


 


SECTION 6: MISCELLANEOUS


 


This Bill of Sale shall be governed by and
construed and interpreted in accordance with the laws of the State of
Minnesota. The terms and provisions of the Bill of Sale shall be binding upon
and inure to the benefit of the respective parties hereto, and their respective
successors and assigns.


 


This Bill of Sale may be
executed in multiple counterparts, each of which shall constitute an original
and all of which together shall constitute one and the same instrument.


 


2

















 


IN WITNESS WHEREOF, the
County and the Company have caused this Bill of Sale to be executed by their
duly authorized officers.


 


	
   

  	
  OTTER
  TAIL COUNTY, MINNESOTA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  Dennis Mosher

  	
   

  
	
   

  	
  Its Board Chair

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  Larry Krohn

  	
   

  
	
   

  	
  Its County/Coordinator

  



 


 


Bill
of Sale dated as of May 1, 2007, between Otter Tail County, Minnesota and
Otter Tail Ag Enterprises, LLC


 


3

















 


	
   

  	
  OTTER
  TAIL AG ENTERPRISES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Jerry Larson

  	
   

  
	
   

  	
   

  	
  Jerry
  Larson

  
	
   

  	
   

  	
  Its
  President

  
					



 


 


Bill of Sale dated as of May 1, 2007, between Otter Tail County,
Minnesota and Otter Tail Ag Enterprises, LLC


 


4

















 


EXHIBIT
A


 


Description
of Equipment


 


EQUIPMENT DESCRIPTION


 


EVAPORATOR
EQUIPMENT


Evaporator
Pumps


PC-4501 1st Effect Evap.
Pump #1


PC-4502 2st Effect Evap.
Pump #1


PC-4503 3st Effect Evap.
Pump #1


PC-4504 Evaporator
Condensate Pump #1


PC04505 Evaporator Vacuum
Eductor Pump #1


PC-4506 Syrup Transfer
Pump #1


PC-4507 1st Effect
Forward Feed Pump #1


PC-5101 Thin Stillage
Transfer Pump


PC-5102 Whole Stillage
Pump


PC-5103 Thin Stillage
Pump


PC-5104 Syrup Pump #1


 


Evaporator
Heat Exchangers


E-4505 Evaporator Vacuum
Cooler #1


E-4501 1st Effect
Evaporator #1


E-4502 2nd Effect
Evaporator #1


E-4503 3rd Effect
Evaporator #1


E-4504 Evaporator
Condenser #1


E-7601 Process Condensate
Heater


 


Evaporator
Tanks


TK-5102 Whole Stillage
Collection Tank


TK-5103 Thin Stillage
Tank


TK-5104 Syrup Tank


TK-7601 Process Condensate
Tank


VS-4503 3rd Effect
Condensate Separator #1


VS-4504 Evaporator
Condensate Receiver #1


VS-4505 Evaporator Vacuum
Receiver #1


 


Evaporator
Misc


VE-4505 Evaporator Vacuum
Eductor


ST-4506 Evaporator
Condensate Strainer #1


DD&E Building


Mechanical Piping
Material


Mechanical Piping Labor


Mechanical Equipment
Material


Mechanical Equipment
Install Labor


Instrumentation Install
Labor


Instrumentation Equipment


Insulation


 


A-1

















 


CENTRIFUGE


CF-5101 Centrifuge #1


CF-5102 Centrifuge #2


CF-5103 Centrifuge #3


CF-5104 Centrifuge #4


TK-5101 Thin Spillage
Collection Tank


Y-5101 Wetcake Feed
Conveyor #1


Y-5201 Wetcake Dump
Conveyor #1


Z-5101 Centrifuge Cooler


BL-5101 Centrifuge Blower


Instrumentation Equipment


 


DRYER
and THERMAL OXIDIZER


DR-5201 Dryer Package #1


Z-5201 Thermal Oxidezer
(RTO) #1


Y-5202 DDGS Loadout
Conveyor #1


Y-5203 50% DDGS Discharge
Conveyor


Y-5301 DDGS Transfer
Conveyor #1


M-5201 Pre-Mixing Screw
Conveyor #1


M-5211 Pre-Mixing Screw
Conveyor #2


DDGS Loading System


DDGS Building


H,V & A/C


DDGS Handling &
Load out


 


CT-7101 Cooling Tower
Package


PC-7101A Cooling Water
Pump #1


PC-7101B Cooling Water
Pump #2


PC-7101C Cooling Water
Pump #3


PC-7101D Cooling Water
Pump #4


PC-7101E Cooling Water
Pump #5


Cooling Water Piping
Material


Cooling Water Piping
Labor


 


BOILERS
(Steam for Evaporation)


Z-7201A Boiler Package


Z-7201B Boiler Package


Z-7302 Boiler Water
Treatment


Z-7202 Deaerator


Z-7203 Blowdown Separator


Boiler Building


Mechanical Piping
Material


Mechanical Piping /Boiler
Install Labor


Boiler Instrumentation
Labor


H,V & A/C


 


A-2

















 


EXHIBIT B


 


Location of the Plant


 


All that part of the Wl/2 of Section 20, Township 133 North, Range
43 West of the Fifth Principal Meridian, situate in the County of Otter Tail
and the State of Minnesota, lying South of the Railroad Right-of-Way, EXCEPT
the following described tracts of land:


 


1.            The tract
described as follows: That part of the SW1/4 of Section 20, Township 133,
Range 43, described as follows: Commencing at the Southwest corner of said Section 20;
thence on an assumed bearing of East along the South line of said Section 20
a distance of 312.35 feet to the point of beginning of the land to be
described; thence North 00°08’29” East a distance of 318.00 feet; thence on a
bearing of East a distance of 180.00 feet; thence South 00°08’29” West a
distance of 318.00 feet to said South line of Section 20; thence on a
bearing West along said South line of Section 20, a distance of 180.00
feet to the point of beginning.


 


2.            All that part
of the following-described tract: The El/2 of Wl/2 of Section 20, Township
133, Range 43, except railroad right of way; which lies Easterly of a line run
parallel with and distant 100.00 feet westerly of the following-described line:
Beginning at a point on the North line of said Section 20, distant 99.15
feet East of the North Quarter corner thereof; thence run southerly to a point
on the South line of said Section 20, 96.10 feet East of the South Quarter
corner thereof, and there terminating; together with all that part of the
above-described tract adjoining and westerly of the above-described strip and
easterly of the following-described line: From a point on the above-described
line, distant 1,077.80 feet North of the South line of said Section 20,
run westerly at right angles with said above-described line for 100.0 feet to
the point of beginning of the line to be described; thence run southwesterly to
a point which is distant 110.0 feet westerly (measured at right angles) from a
point on the above-described line, distant 977.80 feet North of the South line
of Section 20 (when measured along the above-described line); thence run
southerly and parallel with said above-described line to the northeasterly
boundary line of the railroad running in a southeasterly and northwesterly
direction over and across the above-described tract; in addition to the
existing highway; together with all right of access, being the right of ingress
to and egress from all that portion of the above-described tract, not acquired
herein, to Trunk Highway No. 392.


 


B-3

















 


24096
170th Avenue


Fergus
Falls, Minnesota


 


B-4