exv10w10



 











April 13, 2005




Mr. William Couser

Lincoinway Energy, LLC 975

W. Lincoln Hwy, Suite B

Nevada, IA 50201




RE: 05–VAPIVF-03 contract – revised to 05-VAPIVF-14




Dear Mr. Couser:



Enclosed is a copy of the executed Value Added Agricultural Products and
Processes Financial Assistance Program (VAPFAP) contract and promissory note
between Lincolnway Energy, LLC and the Department, for your records. Please
note that for recording purposes, the contract number has changed to
05-VAPIVF-14. An amortization schedule for the loan portion of the award has
been prepared and enclosed also for your records.



The contract has an effective date of November 4, 2004 allowing funds to be
committed and drawn for the project. Prior to disbursement of funds the items
under Article 5.1 Conditions to Disbursement of Funds must be provided to the
Department.



Also you will find a request for payment form to complete and sign when
you incur eligible project costs for payment.



Should you have questions, please feel free to contact me directly at
5151242-4831.




Sincerely,




/s/Mike Fastenau

Mike Fastenau, Manager

Business Services




Enclosures



c: file


IOWA
DEPARTMENT OF ECONOMIC DEVELOPMENT

Michael
T. Blouin, Director
Ÿ 200 East
Grand Avenue, Des Moines, Iowa 50309 USA
l
Phone: 515 242 4700
l Fax 515-242-4


 









 








LOAN/FORGIVABLE LOAN AGREEMENT BETWEEN IDED AND

Lincolnway Energy, LLC

Loan/Forgivable Loan #05-VAPIVF-03

TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE 1
	 	 	 	 
	DEFINITIONS
	 	 	1	 
	1.1 AGREEMENT EXPIRATION DATE 
	 	 	1	 
	1.2 AWARD DATE 
	 	 	1	 
	1.3 FORGIVABLE LOAN 
	 	 	1	 
	1.4 LOAN 
	 	 	1	 
	1.5 LOAN AGREEMENT OR AGREEMENT 
	 	 	2	 
	1.6 PROJECT 
	 	 	2	 
	1.7 PROJECT COMPLETION DATE 
	 	 	2	 
	ARTICLE 2
	 	 	 	 
	FUNDING
	 	 	2	 
	2.1 FUNDING SOURCE 
	 	 	2	 
	2.2 RECEIPT OF FUNDS 
	 	 	2	 
	2.3 PRIOR EXPENSES 
	 	 	2	 
	2.4 DISBURSEMENT OF LESS THAN THE TOTAL AWARD AMOUNT 
	 	 	2	 
	ARTICLE 3
	 	 	 	 
	TERMS OF THE LOAN
	 	 	2	 
	3.1 LOAN 
	 	 	2	 
	3.2 PROMISSORY NOTE 
	 	 	3	 
	3.3 OTHER TERMS 
	 	 	3	 
	3.4 PREPAYMENT 
	 	 	3	 
	3.5 ACCELERATION UPON DEFAULT.
	 	 	 	 
	ARTICLE 4
	 	 	 	 
	TERMS OF FORGIVABLE LOAN 
	 	 	3	 
	4.1 FORGIVABLE LOAN 
	 	 	3	 
	4.2 OTHER TERMS 
	 	 	3	 
	4.3 FORGIVABLE LOAN AMORTIZATION 
	 	 	3	 
	ARTICLE 5
	 	 	 	 
	CONDITIONS TO DISBURSEMENT OF FUNDS 
	 	 	3	 
	5.1 AUTHORITY 
	 	 	4	 
	5.2 LOAN AGREEMENT EXECUTED 
	 	 	4	 
	5.3 RECORDING 
	 	 	4	 
	ARTICLE 6
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES OF BUSINESS 
	 	 	4	 
	6.1 AUTHORITY 
	 	 	4	 
	6.2 FINANCIAL INFORMATION 
	 	 	4	 
	6.3 APPLICATION 
	 	 	4	 
	6.4 CLAIMS AND PROCEEDINGS 
	 	 	4	 
	6.5 EFFECTIVE DATE 
	 	 	4	 
	ARTICLE 7
	 	 	 	 
	COVENANTS OF BUSINESS 
	 	 	4	 
	7.1 AFFIRMATIVE COVENANTS 
	 	 	5	 
	(a) PROJECT WORK AND SERVICES 
	 	 	5	 
	(b) RECORDS AND ACCOUNTS 
	 	 	5	 
	(c) ACCESS TO RECORDS/INSPECTIONS 
	 	 	5	 
	(d) USE OF LOAN AND FORGIVABLE LOAN FUNDS 
	 	 	5	 
	(e) DOCUMENTATION 
	 	 	5	 
	(f) NOTICE OF PROCEEDINGS 
	 	 	5	 
	(g) REPORTS 
	 	 	5	 
	(h) NOTICE OF BUSINESS CHANGES 
	 	 	5	 
	(i) NOTICE OF MEETINGS 
	 	 	6	 






 









 







	 	 	 	 	 
	(j)  MAINTENANCE
OF PROJECT PROPERTY AND INSURANCE
	 	 	6	 
	(k) INDEMNIFICATION 
	 	 	6	 
	(l)  PROJECT FEES 
	 	 	6	 
	(m) INTEREST AND SURPLUS PROCEEDS 
	 	 	6	 
	7.2 NEGATIVE COVENANTS 
	 	 	6	 
	(a) BUSINESS INTEREST 
	 	 	6	 
	(b) PROPERTY, COLLATERAL 
	 	 	6	 
	(c) RESTRICTIONS 
	 	 	6	 
	(d) REMOVAL OF COLLATERAL 
	 	 	6	 
	(e) BUSINESS OWNERSHIP 
	 	 	6	 
	(f)  BUSINESS OPERATION 
	 	 	7	 
	ARTICLE 8
	 	 	 	 
	SECURITY 
	 	 	7	 
	8.1 SECURITY INSTRUMENTS 
	 	 	7	 
	ARTICLE 9
	 	 	 	 
	DEFAULT
AND REMEDIES 
	 	 	7	 
	9.1 EVENTS OF DEFAULT 
	 	 	7	 
	(a) MATERIAL REPRESENTATION 
	 	 	7	 
	(b) NONFAYNENT 
	 	 	7	 
	(c) NONCOMPLIANCE 
	 	 	7	 
	(d) PROJECT COMPLETION DATE 
	 	 	7	 
	(e) BUSINESS CHANGES 
	 	 	7	 
	(f)  MISSPENDING 
	 	 	7	 
	(g) INSOLVENCY OR BANKRUPTCY 
	 	 	8	 
	(h) INSURANCE 
	 	 	8	 
	(i)  INSECURITY 
	 	 	8	 
	9.2 NOTICE OF DEFAULT 
	 	 	8	 
	9.3 REMEDIES UPON DEFAULT 
	 	 	8	 
	ARTICLE 10
	 	 	 	 
	DISBURSEMENT PROCEDURES 
	 	 	8	 
	10.1 REQUEST FOR REIMBURSEMENT 
	 	 	8	 
	ARTICLE 11
	 	 	 	 
	GENERAL TERMS AND PROVISIONS 
	 	 	8	 
	11.1 BINDING EFFECT 
	 	 	8	 
	11.2 COMPLIANCE WITH LAWS AND REGULATIONS 
	 	 	8	 
	11.3 TERMINATION FOR CONVENIENCE 
	 	 	9	 
	11.4 PROCEDURE UPON TERMINATION 
	 	 	9	 
	11.5 SURVIVAL OF AGREEMENT 
	 	 	9	 
	11.6 GOVERNING LAW 
	 	 	9	 
	11.7 MODIFICATION 
	 	 	9	 
	11.8 NOTICES 
	 	 	9	 
	11.9 INVESTMENT OF LOAN/FORGIVABLE LOAN FUNDS 
	 	 	9	 
	11.10 WAIVERS 
	 	 	9	 
	11.11 LIMITATION 
	 	 	10	 
	11.12 ENFORCEMENT EXPENSES 
	 	 	10	 
	11.13 HEADINGS 
	 	 	10	 
	11.14 FINAL AUTHORITY 
	 	 	10	 
	11.15 INTEGRATION 
	 	 	10	 
	11.16 COUNTERPARTS 
	 	 	10	 






EXHIBIT A — LOAN APPLICATION

EXHIBIT B — PROMISSORY NOTE





 









 








IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT




VAAPFAP LOAN/FORGIVABLE LOAN AGREEMENT




VAAPFAP LOAN/FORGIVABLE LOAN NUMBER: 05-VAPIVF-03




AWARD DATE: November 4, 2004




KIND OF AWARD: LOAN/FORGIVABLE LOAN




AWARD AMOUNT: $400,000 ($300,000 Ioan/$100,000 forgivable loan)




AGREEMENT EXPIRATION DATE: October 31, 2008




     THIS VALUE-ADDED AGRICULTURAL PRODUCTS AND PROCESSES FINANCIAL ASSISTANCE PROGRAM
(“VAAPFAP”) AGREEMENT is made by and among the IOWA DEPARTMENT OF ECONOMIC Lincolnway Energy, LLC,
975 W. Lincoln Hwy, Suite B, Nevada, Iowa 50201 (“Business”).



     The Department desires to make a Loan/Forgivable Loan to the Business and the Business
desires to accept this Loan/Forgivable Loan, all upon the terms and conditions set forth in this
Agreement.



     THEREFORE, in consideration of the mutual promises contained in this Agreement and other
good and valuable consideration, it is agreed as follows:



ARTICLE I




DEFINITIONS




     As used in this Agreement, the following terms shall apply:



     1.1 AGREEMENT EXPIRATION DATE. “Agreement Expiration Date” is and means the date the
Agreement ceases to be in force and effect. The Agreement expires upon the occurrence of one of
the following: a) the Loan is repaid in full or required part, including accrued interest, court
costs and any penalties; b) the Agreement is terminated by the Department due to any default under
Article X; c) no disbursement of VAAPFAP funds has occurred within the twenty four months
immediately following the Award Date; or d) if the Agreement includes only a Forgivable Loan, at
the Project Completion Date during which the Business remains a viable operation.



     1.2 AWARD DATE. “Award Date” is November 4, 2004 and means the date on which
the Department and the Business execute the documents incorporated within this Agreement.



     1.3 ,FORGIVABLE LOAN. “Forgivable Loan” means an award made by the
Department to the Business for which repayment is eliminated in part or entirely if the
Business satisfies the terms of this Agreement.



     1.4 LOAN., “Loan” means funds advanced by the Department to the
Business of which full repayment is expected.



     1.5 LOAN/FORGIVABLE LOAN AGREEMENT or AGREEMENT., “Loan/Forgivable Loan
Agreement” or “Agreement” means this Agreement, the Project budget and all of the notes, leases,
assignments, mortgages, and similar documents referred to in the Agreement and all other
instruments or



 









 





Contract
Number 05-VAPIVF-03
Lincolnway Energy, LLC

Page 2 of 10



documents executed by the Business or otherwise required in connection with the
Agreement, including but not limited to the following:




     (a) Exhibit “A”, “Loan Application”



     (b) Exhibit “B”, “Promissory Note”



     (c) Exhibit “C”, “Commitment Letter”



     (d) Exhibit “D”, “Uniform Commercial Code I (UCC I)



     1.6 PROJECT. “Project” means the detailed description of the work,
services, and other obligations to be performed or accomplished by the Business as
described in this Agreement and the VAAPFAP application approved by the Department.



     According to the business plan/application the Business will build an ethanol production
facility in the Nevada, Iowa area that will produce and sell at least 50 million gallons of
ethanol in the period of time between the “Award Date” and the “Project completion Date”



     1.7 PROJECT COMPLETION DATE. Project Completion Date” is October 31, 2008 and
means the date by which the Project tasks shall have been fully accomplished.



ARTICLE II




FUNDING




     2.1 FUNDING SOURCE. The source of funding for the Loan/Forgivable Loan is an
appropriation by the State legislature for the VAAPFAP Program established under Iowa Code
Section 15E111:



     2.2 RECEIPT OF FUNDS. All payments under this Agreement are subject to receipt by
the Department of sufficient State funds for the VAAPFAP program. Any termination, reduction or
delay of VAAPFAP funds to the Department shall, at the option of the Department, result in the
termination, reduction or delay of VAAPFAP funds to the Business.



     2.3 PRIOR COSTS., No expenditures made prior to the Award Date may
be included as Project costs for the purposes of this Agreement.



     2.4 DISBURSEMENT OF LESS THAN THE TOTAL AWARD AMOUNT. If substantial progress
toward work activities as ,specified in Exhibit “A” of this Agreement has not been made
within one hundred eighty (180) days of the Award Date, then the Department shall be under no
obligation for further disbursement. The Business shall be obligated to the extent of
Loan/Forgivable Loan proceeds received.



ARTICLE III




TERMS OF LOAN




     3.1 ,LOAN. The Department agrees to make a Loan in the amount of
$300,000 with interest at a rate of 0% per annum ( zero per cent per annum) for 5 years (five years) to
the Business to assist in the financing of the Project.



     3.2 PROMISSORY NOTES. The obligation to repay the Loan portion of this
Agreement, if any, shall be evidenced by a Promissory Note(s) executed by the Business.




 









 







Contract
Number 05-VAPIVF-03
Lincolnway Energy, LLC

Page 3 of 10




     3.3 OTHER TERMS.


(a) Funds will be used for the construction of a 50 million gallon capacity
ethanol plant as stipulated in the business plan/application.

 

(b) Repayments on the loan to be deferred for twenty-four months after the “Award Date”
with no accrual of interest during that period. The loan will based on a 10 year
amortization schedule with repayments for 5 years and a balloon payment on the last payment
of the 5th year.



     3.4 PREPAYMENT. The outstanding principal and accrued interest of this Loan or
any part thereof, may be prepaid in part or in full at any time without penalty.



     3.5 ACCELERATION UPON DEFAULT. If there is a failure to pay any installment of
principal and interest when due, or only a portion is paid, or in the event of any other
default under this Loan, the Department may declare the entire unpaid principal and all accrued
interest immediately due and payable.



ARTICLE IV




TERMS OF FORGIVABLE LOAN




     4.1 FORGIVABLE LOAN. The Department agrees to award a Forgivable Loan in the amount
of $100,000 (One hundred thousand and no/100 dollars) to assist in the financing of the
Project.



     4.2 OTHER TERMS.




     (a) Funds will be used by the company for the construction of a 50 million gallon capacity
ethanol plant as stipulated in the business plan/application.



     (b) The criteria for loan forgiveness are given in section 1.6 and 4.3 of this Agreement.



     4.3 FORGIVABLE LOAN REPAYMENT. The Department will, in its sole discretion, determine
if the Business has satisfied the terms of this Agreement by the Project Completion Date and
.has operated in a manner consistent with the Application/Business Plan including
expectations in section 1 .6 of this Agreement. If the Department determines that the Business has
satisfied said terms and has been consistent in its operation according to the Application/
Business Plan, then repayment of the Forgivable Loan shall be permanently waived. Should the
Department determine that the Business has not satisfied the terms of this Agreement, or has
operated in a manner substantially inconsistent with the Application/Business Plan under which the
terms of the award was made, the Business may be required to repay all or part of the Forgivable
Loan funds. This repayment would be a loan repayable over a five year period at 8.5% interest.



ARTICLE V




CONDITIONS TO DISBURSEMENT OF FUNDS




     Unless and until the following conditions have been satisfied, the Department shall be
under no obligation to disburse to the Business any amounts under this Agreement:



     5.1 AUTHORITY. The Business shall have submitted the following documents
to the Department:



(a) Certificate
of Good Standing of the Corporation from the Secretary of State.


(b) Certified
copy of the Articles of Association and Operating Agreement.


(c) Certificate of Incumbency naming the current officers and directors of the corporation.















 






Contract Number
05-VAPIVF-03
 Lincolnway
Energy, LLC

Page 4 of 10




     (d) Resolution of the Board of Directors authorizing the corporation’s execution and
delivery of this Loan/Forgivable Loan Agreement and the Note and borrowing hereunder, and
such other papers as the Department may reasonably request; and specifying the officer(s)
authorized to execute the Loan/Forgivable Loan Agreement and bind the corporation.



     (e) Funds to be released when all other financing for the project is secured.



     (f) Pursuant to Article V of this Contract, a signed Authorization for Release of
Confidential State Tax Information form, to permit IDED to receive the Business’s state tax
information directly from the Iowa Department of Revenue for purposes of annually updating the
Iowa Public Return on Investment Analysis.



     5.2 LOAN/FORGIVABLE LOAN AGREEMENT EXECUTED. T, he
Loan/Forgivable Loan Agreement shall have been properly executed and, where required,
acknowledged.



     5.3 RECORDING. The Business shall have paid the fees necessary to properly record
in the appropriate office of the Recorder of Deeds and/or the Secretary of State any mortgage,
security agreement, financing statement or similar document required by the Department under the
Agreement.



ARTICLE VI




REPRESENTATIONS AND WARRANTIES OF BUSINESS




     To induce the Department to make the Loan and/or Forgivable Loan referred to in this
Agreement, the Business represents, covenants and warrants that:



     6.1 AUTHORITY. The Business is a limited liability company duly organized and
validly existing under the laws of the state of incorporation and is in good standing, and has
complied with all applicable laws of the State of Iowa. The Business is duly authorized and
empowered to execute and deliver the Agreement. All action on the Business’ part, such as
appropriate resolution of its Board of Directors for the execution and delivery of the
Agreement, has been effectively taken.



     6.2 FINANCIAL INFORMATION. All financial statements and related materials concerning
the Business and the Project provided to the Department are true and correct in all material
respects and completely and accurately represent the subject matter thereof as of the effective
date of the statements and related materials, and no material adverse change has occurred since
that date.



     6.3 APPLICATION. The contents of the application/business plan submitted by the
Business to the Department for VAAPFAP funding is a complete and accurate representation of the
Business and the Project as of the date of submission and there has been no material adverse
change in the organization, operation, business prospects, fixed properties or key personnel of
the Business since the date the Business submitted its VAAPFAP application to the Department.



     6.4 CLAIMS AND PROCEEDINGS. There are no actions, lawsuits or proceedings pending or,
to the knowledge of the Business, threatened against the Business affecting in any manner
whatsoever its right to execute the Agreement or the ability of the Business to make the payments
required under the agreement, or to otherwise comply with the obligations of the Business contained
under the Agreement. There are no actions, lawsuits or proceedings at law or in equity, or before
any governmental or administrative authority pending or, to the knowledge of the Business,
threatened against or affecting the Business or any property or collateral pledged as security for
the Loan.



     6.5 EFFECTIVE DATE. The covenants, warranties and representations of this Article
are made as of the date of this Agreement and shall be deemed to be renewed and restated by the
Business at the time of each advance or request for disbursement of funds.



 









 





Contract Number
05-VAPIVF-03
 Lincolnway
Energy, LLC

Page 5 of 10




ARTICLE VII




COVENANTS OF BUSINESS




     7.1 AFFIRMATIVE COVENANTS. Until payment in full of the Loan and satisfaction of
terms of the Forgivable Loan, the Business covenants to IDED that:



     (a) PROJECT WORK AND SERVICES. The Business shall complete the work and services
detailed in its VAAPFAP application by the Project Completion Date.



     (b) RECORDS AND ACCOUNTS. The Business shall maintain books, records, documents and
other evidence pertaining to all costs and expenses incurred and revenues received under this
Agreement concerning the project, in sufficient detail to reflect all costs, direct and indirect,
of labor, materials, equipment, supplies, services and other costs and expenses of whatever
nature, for which payment is claimed under this Agreement. The Business shall retain all records
for a period of three (3) years from the Agreement Expiration Date.



     (c) ACCESS TO RECORDS/INSPECTIONS. The Business shall, without prior notice and at
any time (during normal business hours), permit the Department, its representatives or the State
Auditor to examine, audit and/or copy (i) any plans and work details pertaining to the Project,
(ii) all of the Business’ books, records and accounts, and (iii) all other documentation or
materials related to this Agreement; the Business shall provide proper facilities for making such
examination and/or inspection.



     (d) USE OF LOAN AND FORGIVABLE LOAN FUNDS. The Business shall expend funds
received under the Loan and/or Forgivable Loan only for the purposes and activities
described in its VAAPFAP Application and approved by the Department.



     (e) DOCUMENTATION. The Business shall deliver to the IDED, upon request, (i) copies
of all contracts or agreements relating to the Project, (ii) invoices, receipts, statements or
vouchers relating to the Project, (iii) a list of all unpaid bills for labor and materials in
connection with the Project, (iv) budgets and revisions showing estimated Project costs and funds
required at any given time to complete and pay for the Project, and (v) current and year-to-date
operating statements, including but not limited to a Profit and Loss and Balance Sheet, not older
than sixty (60) days from the date of request.



     (f) NOTICE OF PROCEEDINGS. The Business shall promptly notify IDED of the
initiation of any claims, lawsuits, bankruptcy proceedings or other proceedings brought against
the Business which would adversely impact the project, including, but not limited to, any
proceedings to assert or enforce liens against collateral securing the Loan.



     (g) REPORTS. The Business shall prepare, sign and submit the following
reports to the Department when required:




(1) Financial statements on an annual basis within 90 days after the Business’ fiscal
year end. A project progress report will be due annually, except in the last year of the
project when a final project report will be due 90 days after the Project Completion Date.
Depending on the situation the Department may request more frequent reports and/or audited
financial statements.




(2) Business shall execute an Authorization for Release of Confidential State Tax
Information form, to permit IDED to receive the Business’s state tax information directly
from the Iowa Department of Revenue for purposes of annually updating the Iowa Public
Return on Investment Analysis for this Project. Business shall submit to IDED any other
information requested by IDED to update the Iowa Public Return on Investment Analysis for
this Project.




 









 





Contract Number
05-VAPIVF-03
 Lincolnway
Energy, LLC

Page 6 of 10




     (h) NOTICE OF BUSINESS CHANGES. The Business shall provide prompt advance
notice to the Department of any proposed change in the Business ownership, structure or control
which would materially affect the Project.



     (i) NOTICE OF MEETINGS. The Business shall notify the Department at least ten (10)
working days in advance of all Board of Directors and Stockholders meetings at which the subject
matter of this Agreement or Project is proposed to be discussed. The Business shall provide the
Department with copies of the agenda and minutes of such meetings and expressly agrees that a
representative of the Department has a right to attend any and all such meetings for the
purposes of the discussion of the Project and the Loan and/or Forgivable Loan.



     (j) MAINTENANCE OF PROJECT PROPERTY AND INSURANCE. The Business shall maintain the
Project property in good repair and condition, ordinary wear and tear excepted, and shall not
suffer or commit waste or damage upon the Project property. At the Department’s request, the
Business shall pay for and maintain insurance against loss or damage by fire, tornado, and other
hazards, casualties, and contingencies and all risks from time to time included under “extended
coverage” policies. This insurance shall be in an amount not less than the full insurable value
of the Project property. The Business shall name the Department as a mortgagee and/or an
additional loss payee as appropriate and submit copies of the policies to the Department.



     (k) INDEMNIFICATION. The Business shall indemnify and hold harmless the
Department, its officers and employees, from and against any and all losses, except those losses
incurred by the Department resulting from willful misconduct or negligence on its or their part.



     (I) PROJECT FEES. The Business shall promptly pay all appraisal, survey,
recording, title, license, permit and other fees and expenses incurred incident to the
Loan/Forgivable Loan.



     (m) INTEREST AND SURPLUS PROCEEDS. The Business shall return all unexpended
Loan/Forgivable Loan proceeds and interest accrued on Loan proceeds to the Department within
thirty (30) days after the Project Completion Date.



     7.2 NEGATIVE COVENANTS. So long as the Business is indebted to IDED, the Business
shall not, without prior written disclosure to IDED and prior written consent of IDED (unless
IDED prior approval is expressly waived below), directly or indirectly:



     (a) BUSINESS’ INTEREST. Assign, waive or transfer any of Business’ rights, powers,
duties or obligations under this Agreement.



     (b) PROPERTY/COLLATERAL. Sell, transfer, convey, assign, encumber or otherwise
dispose of any of the real property or other collateral securing the Loan other than in ordinary
course of business provided that the substituted collateral is of equal or greater value.



     (c) RESTRICTIONS. Place or permit any restrictions, covenants or any similar
limitations on the real property and/or other collateral securing the Loan.



     (d) REMOVAL OF COLLATERAL. Remove from the Project site or the State all or any
part of the collateral securing the Loan other than in ordinary course of business provided that
the substituted collateral is of equal or greater value.



     (e) BUSINESS OWNERSHIP. Materially change the ownership structure or control of the
business affecting the Project, including but not limited to, entering into any merger or
consolidation with any person, firm or corporation or permitting substantial distribution,
liquidation or other disposal of business assets directly associated with the Project. Changes in
the business ownership, structure or control which do not materially affect the Project shall
require forty-five (45) days prior written notice of the Department, but



 









 





Contract Number
05-VAPIVF-03
 Lincolnway
Energy, LLC

Page 7 of 10



not written consent of, the Department. The materiality of the change and whether or not the
change affects the Project shall be determined by the Department.




     (f) BUSINESS OPERATION. Materially change the nature of the business being
conducted, or proposed to be conducted, as described in the Business’ application for VAAPFAP
funding.



ARTICLE VIII




SECURITY




     8.1 SECURITY INSTRUMENTS. The Business shall execute in favor of the Department all
security agreements, financing statements, mortgages, personal and/or corporate guarantees
(hereafter, “Security Instruments”) as required by the Department. The following Security
Instruments shall be executed by the Business:



     (a) UCC-1 all inclusive filing on all business assets, including, but not limited to:
accounts receivable and inventory in which IDED shall maintain a superior position not to exceed
the amount owed on any Loans outstanding in connection with this Agreement. Said UCC-1 shall be
filed with the Secretary of State.



ARTICLE IX




DEFAULT AND REMEDIES




     9.1 EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default
under this Agreement:



     (a) MATERIAL MISREPRESENTATION. If at any time any representation, warranty or
statement made or furnished to the Department by, or on behalf of, the Business in connection with
this Agreement or to induce the Department to make a Loan/Forgivable Loan to the Business shall be
determined by the Department to be incorrect, false, misleading or erroneous in any material
respect when made or furnished and shall not have been remedied to the Department’s satisfaction
within thirty (30) days after written notice by the Department is given to the Business.



     (b) NON-PAYMENT. If the Business fails to make a payment when due under the terms
of this Agreement within thirty (30) days following written notice of such overdue payment
is given to the Business by the Department.



     (c) NONCOMPLIANCE. If there is a failure by the Business to comply with any of the
covenants, terms or conditions contained in this Agreement or Security Instruments executed
pursuant to this Agreement.



     (d) PROJECT COMPLETION DATE. If the Project, in the sole judgment of the
Department, is not completed on or before the Project Completion Date.



     (e) BUSINESS CHANGES. If there is a material change in the Business ownership,
structure or control which occurs without the prior written disclosure to and if required, written
permission of the Department.



     (f) MISSPENDING. If the Business expends Loan/Forgivable Loan proceeds for purposes
not described in the VAAPFAP application or authorized by the Department.



 









 






Contract Number
05-VAPIVF-03 
 Lincolnway
Energy, LLC

Page 8 of 10




     (g) INSOLVENCY OR BANKRUPTCY. If the Business becomes insolvent or bankrupt,
or admits in writing its inability to pay its debts as they mature, or makes an assignment for
the benefit of creditors, or the Business applies for or consents to the appointment of a trustee
or receiver for the Business or for the major part of its property; or if a trustee or receiver
is appointed for the Business or for all or a substantial part of the assets of the Business and
the order of such appointment is not discharged, vacated or stayed within sixty (60) days after
such appointment; or if bankruptcy, reorganization, arrangement, insolvency, or liquidation
proceedings or other proceedings for relief under any bankruptcy or similar law or laws for the
relief of debtors, are instituted by or against the Business and, if instituted against the
Business, is consented to, or, if contested by the Business is not dismissed by the adverse
parties or by an order, decree or judgment within sixty (60) days after such institution.



     (h) INSURANCE. If loss, theft, damage or destruction of any substantial portion of
the property of the Business occurs for which there is either no insurance coverage or for
which, in the opinion of the Department, there is insufficient insurance coverage.



     (i) INSECURITY. The Department shall deem itself insecure in good faith and
reasonably believes, after consideration of all the facts and circumstances then existing, that
the prospect of payment and satisfaction of the obligations under this Agreement, or the
performance of or observance of the covenants in this Agreement, or the value of its collateral
is or will be materially impaired.



     9.2 NOTICE OF DEFAULT. The Department shall issue a written notice of default
providing therein a thirty (30) day period in which the Business shall have an opportunity to
cure, provided that cure is possible and feasible.



     9.3 REMEDIES UPON DEFAULT. Upon the happening of any Event of Default, the
Department shall have the right, in addition to any rights and remedies available to it under any
of the Security Instruments, to require immediate repayment of the full amount of funds disbursed
to the Business under the Agreement plus interest without presentment, demand, protest, notice of
protest, notice of intention to accelerate or other notice of any kind, all of which are expressly
waived by the Business.



ARTICLE X




DISBURSEMENT PROCEDURES




     10.1 REQUEST FOR REIMBURSEMENT. All disbursements of proceeds shall be subject
to receipt by the Department of requests for disbursement submitted by the Business.
Requests for disbursement shall be in form and content acceptable to the Department.



ARTICLE XI




GENERAL TERMS AND PROVISIONS




     11.1 BINDING EFFECT. This Agreement shall be binding upon and shall inure to the
benefit of the Department and Business and their respective heirs, successors, legal
representatives and assigns. The obligations, covenants, warranties, acknowledgments,
waivers, agreements, terms, provisions and conditions of this Agreement shall be jointly and
severally enforceable against the parties to this Agreement.



     11.2 COMPLIANCE WITH LAWS AND REGULATIONS. The Business shall comply with all
applicable State and federal laws, rules (including the administrative rules adopted by the
Department for the VAAPFAP Program), ordinances, regulations and orders.



 









 





Contract Number
05-VAPIVF-03
 Lincolnway
Energy, LLC

Page 9 of 10




     11.3 TERMINATION FOR CONVENIENCE. In addition to termination due to an Event
of Default or nonappropriation of VAAPFAP funds, this Agreement may be terminated in whole, or in
part, when the Department and the Business agree that the continuation of the Project would not
produce beneficial results commensurate with the future disbursement of Loan/Forgivable Loan
funds. The Department and the Business shall agree upon the termination conditions. The Business
shall not incur new obligations after the effective date of the termination and shall cancel as
many outstanding obligations as is reasonably possible.



     11.4 PROCEDURE UPON TERMINATION. If the Agreement is terminated for convenience, an
Event of Default or nonappropriation of VAAPFAP funds, disbursements shall be allowed for costs
up to the date of termination determined by the Department to be in compliance with this
Agreement. The Business shall return to the Department all unencumbered Loan/Forgivable Loan
proceeds within one (1) week of receipt of Notice of Termination. Any costs previously paid by
the Department which are subsequently determined to be unallowable through audit procedures shall
be returned to the Department within thirty (30) days of the disallowance.



     11.5 SURVIVAL OF AGREEMENT. If any portion of this Agreement is held to be invalid
or unenforceable, the remainder shall be valid and enforceable. The provisions of this Agreement
shall survive the execution of all instruments herein mentioned and shall continue in full force
until the Loan is paid in full and the terms of the Forgivable Loan have been satisfied.



     11.6 GOVERNING LAW. This Agreement and all Security Instruments shall be
interpreted in accordance with the law of the State of Iowa, and any action relating to the
Agreement shall only be commenced in the Iowa District Court for Polk County or the United
States District Court for the Southern District of Iowa.



     11.7 MODIFICATION. Neither this Agreement nor any provision of the Security
Instruments executed in connection with this Agreement may be changed, waived, discharged or
terminated orally, but only by a written document signed by the party against whom enforcement of
the change, waiver, discharge or termination is sought.



     11.8 NOTICES. Whenever this Agreement requires or permits any notice or written
request by one party to another, it shall be in writing, enclosed in an envelope, addressed to
the party to be notified at the address heretofore stated (or at such other address as may have
been designated by written notice), properly stamped, sealed and deposited in the United States
Mail. Any such notice given hereunder shall be deemed delivered upon the earlier of actual
receipt or two (2) business days after posting. The Department may rely on the address of the
Business set forth heretofore, as modified from time to time, as being the address of the
Business.



     11.9 INVESTMENT OF LOAN/FORGIVABLE LOAN FUNDS. Temporarily idle Loan/Forgivable
Loan proceeds held by the Business may be invested provided such investments shall be in
accordance with State law, shall be controlled by the Business, and any interest accrued shall
be credited to and expended on the Project prior to the expenditure of other Loan/Forgivable
Loan proceeds. All proceeds remaining, including accrued interest, after all allowable Project
costs have been paid or obligated shall be returned to the Department within thirty (30) days
after the Project Completion Date.



     11.10 WAIVERS. No waiver by the Department of any default hereunder shall operate
as a waiver of any other default or of the same default on any future occasion. No delay on the
part of the Department in exercising any right or remedy hereunder shall operate as a waiver
thereof. No single or partial exercise of any right or remedy by the Department shall preclude
future exercise thereof or the exercise of any other right or remedy.



 









 





Contract Number
05-VAPIVF-03
 Lincolnway
Energy, LLC

Page 10 of 10



     11.11 LIMITATION. It is agreed by the Business that the Department shall
not, under any circumstances, be obligated financially under this Agreement except to
disburse funds according to the terms of the Agreement.



     11.12 ENFORCEMENT EXPENSES. The Business shall pay upon demand any and all reasonable
fees and expenses of the Department, including the fees and expenses of their attorneys, experts
and agents, in connection with the exercise or enforcement of any of the rights of the Department
under the Agreement.



     11.13 HEADINGS. The headings in this Agreement are intended solely for
convenience of reference and shall be given no effect in the construction and
interpretation of this Agreement.



     11.14 FINAL AUTHORITY. The Department shall have the final authority to assess
whether the Business has otherwise complied with the terms of this Agreement.



     11.15 INTEGRATION. This Agreement contains the entire understanding between the
Business and the Department and any representations that may have been made before or after the
signing of this Agreement, which are not contained herein, are nonbinding, void and of no effect.
None of the parties have relied on any such prior representation in entering into this Agreement.



     11.16 COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which together shall constitute but
one and the same instrument.



     IN WITNESS WHEREOF, the parties have executed this Agreement on the latest day and year
specified below.



IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT:




	 	 	 	 	 
	By:

	 	/s/ Michael Fastenau	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	DATE:

	 	2/25/05	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	LINCOLNWAY ENERGY, LLC:	 	 
	 
	 	 	 	 
	BY:

	 	/s/ William D. Couser	 	 
	 

	 	 	 	 
	 

	 	William D. Couser	 	 
	 
	 	 	 	 
	DATE:

	 	2/16/2005 	 	 







 










 






Contract Number
05-VAPIVF-03
 Lincolnway
Energy, LLC

Page 11 of 10




IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT

VALUE-ADDED AGRICULTURAL PRODUCTS AND PROCESSES

FINANCIAL ASSISTANCE PROGRAM

PROMISSORY NOTE




	 	 	 
	Loan Number: 05-VAPIVF-03

	 	Amount: $300,000
	 
	Date: November 4, 2004
	 	 






     FOR VALUE RECEIVED, the undersigned, (hereafter called the “Maker” promises to pay to the
order of Iowa Department of Economic Development (hereafter called “Holder”), at its offices at
200 East Grand Avenue, Des Moines, Iowa 50309, or upon notice to the Maker, at such other place
as may be designated from time to time by the Holder, the principal sum of $300,000 (three
hundred thousand dollars) at 0 % (zero percent) interest on loan Number 05-VAPIVF-03 dated
November 4, 2004, to be paid as follows and in accordance with the Amortization Schedule
attached:



     59 (Fifty-nine) monthly payments of $2,500.00 (Two thousand five hundred and 00/100
dollars) to be paid monthly beginning DECEMBER 1, 2006;



     1(One) payment in the estimated amount of $152,500.00 (One hundred fifty-two thousand five
hundred and 00/100 dollars) due on or before NOVEMBER 1, 2012.



     1. Payments. All payments under the Note shall be applied in this order: (1) to interest,
(2) to unpaid late fees, and (3) to principal in accordance with Amortization Schedule attached
hereto as Attachment “A”.



     2. Loan Agreement; Acceleration Upon Default. This Note is issued by Maker to evidence an
obligation to repay a loan according to the terms of Loan Agreement number
(05-VAPIVF-03) and any amendments thereof, between the Holder and Maker and, at the election of
the Holder without notice to the Maker, shall become immediately due and payable in the event
any payment is not made when due or upon the occurrence of any event of default under the terms
of the Loan Agreement.



     3. Reduced Amounts. In the event the Maker fails to requisition and spend the full face
amount of the Note as set out above, then the amount of each installment payment
shall be reduced accordingly in equal amounts.



     4. Security. Payment of this Note is secured by a UCC-1, personal guarantees of, Purchase
Money Security Interest in items purchased with loan funds dated, November 4, 2004 and the
Holder is entitled to the benefits of the security therein described.



     In case of a decline in the market value of the collateral, or any part thereof, the Holder
may demand that additional collateral of quality and value satisfactory to Holder be delivered,
pledged and transferred to Holder.



     5. Waiver. No delay or omission on the part of the Holder in exercising any right under this
Note shall operate as a waiver of that right or of any other right under this Note. A waiver on any
one occasion shall not be construed as a bar to or waiver of any
right and/or remedy on any future occasion.




 









 





Contract Number 05-VAPIVF-03

Lincolnway Energy, LLC

Page 12 of 10







     6. Waiver of Protest. Each Maker, surety, endorser and guarantor of this Note, expressly
waives presentment, protest, demand, notice of dishonor or default, and notice of any kind with
respect to this Note.



     7. Costs of Collection. The Maker will pay on demand all costs of collection,
maintenance of collateral, legal expenses, and attorneys fees incurred or paid by the Holder
in collecting and/or enforcing this Note on default.



     8. Meaning of Terms. As used in this Note, “Holder” shall mean the Iowa Department of
Economic Development or other endorsee of this Note, who is in possession of it, or the bearer
hereof, if this Note is at the time, payable to the bearer. The word “Maker” shall mean each of
the undersigned. If this Note is signed by more than one person, it shall be the joint and several
liabilities of such persons.



     9. Miscellaneous. The captions of paragraphs in this Promissory Note are for the
convenience of reference only. They shall not define or limit the provisions hereof and shall
not have any legal or other significance whatsoever.



BY:                                         /s/William D. Couser                                        Date: 2/16/2005




 









 













December 9, 2004




Mr. Matt Crouse, Project
Manager
 Lincolnway Energy, LLC


975 W. Lincoln Hwy, Suite
B
 Nevada, Iowa 50201





			
	RE:	 	Value-Added Agricultural Products and Processes Financial
Assistance Program (VAAPFAP)





Dear Mr. Crouse:



It is my pleasure to advise you that the Agricultural Products Advisory Council and
the Iowa Department of Economic Development staff has reviewed the above captioned
application and an award of $400,000 ($300,000 zero interest deferred loan!$100,000
forgivable loan) has been approved by the Department. This approval is expressly
contingent upon any terms and conditions set forth in the contract with
the State of Iowa.



On behalf of the Iowa Department of Economic Development we wish you the very best
in your business endeavors and look forward to working with you on this project.
Should you have any questions regarding this award, please contact Joe Jones at
515-242-4801.




Sincerely,





/s/ Michael T. Blouin

Michael T. Blouin

Director





			
	cc:	 	Stewart Iverson, State Senator

James Kurtenbach, State Representative





IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT





Michael T. Blouin, Directors 200 East Grand Avenue, Des Moines, Iowa
50309 USA  0 Phone: 515.242.4700 O Fax: 515.242.4809 O
www.iowalifechanninu.com

 









 








Page 1




 





Lincolnway Energy, LLC




 





			
	Compound Period :

	 	Monthly
	 
	Nominal Annual Rate:

	 	0.000 %
	Effective Annual Rate:

	 	0.000 %
	Periodic Rate:

	 	0.0000 %
	Daily Rate :

	 	0.00000 %






CASH FLOW DATA




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Event	 	Start Date	 	Amount	 	Number Period	 	End Date
	 
	 
	 	 	1	 	 	Loan	 	12/01/2006	 	 	300,000.00	 	 	1	 	 
	 
	 	 	2	 	 	Payment	 	12/01/2006	 	 	2,500.00	 	 	59 Monthly	 	10/01/2011
	 
	 	 	3	 	 	Payment	 	11/01/2012	 	 	152,500.00	 	 	1	 	 






AMORTIZATION SCHEDULE — Normal Amortization




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date	 	Payment	 	Interest	 	Principal	 	Balance
	 
	Loan 12/01/2006
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	300,000.00	 
	1  12/01/2006
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	297,500.00	 
	2006  Totals
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2  01/01/2007
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	295,000.00	 
	3  02/01/2007
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	292,500.00	 
	4  03/01/2007
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	290,000.00	 
	5  04/01/2007
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	287,500.00	 
	6  05/01/2007
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	285,000.00	 
	7  06/01/2007
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	282,500.00	 
	8  07/01/2007
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	280,000.00	 
	9 
08/01/2007
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	277,500.00	 
	10  09/01/2007
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	275,000.00	 
	11 
10/01/2007
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	272,500.00	 
	12  11/01/2007
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	270,000.00	 
	13  12/01/2007
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	267,500.00	 
	2007  Totals
	 	 	30,000.00	 	 	 	0.00	 	 	 	30,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14  01/01/2008
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	265,000.00	 
	15  02/01/2008
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	262,500.00	 
	16  03/01/2008
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	260,000.00	 
	17  04/01/2008
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	257,500.00	 
	18 
05/01/2008
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	255,000.00	 
	19  06/01/2008
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	252,500.00	 
	20  07/01/2008
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	250,000.00	 
	21  08/01/2008
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	247,500.00	 
	22  09/01/2008
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	245,000.00	 
	23  10/01/2008
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	242,500.00	 
	24  11/01/2008
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	240,000.00	 
	25  12/01/2008
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	237,500.00	 
	2008   Totals
	 	 	30,000.00	 	 	 	0.00	 	 	 	30,000.00	 	 	 	 	 






 









 






Page 2





 






Lincolnway Energy, LLC




 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date	 	Payment	 	Interest	 	Principal	 	Balance
	 
	26 01/01/2009
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	235,000.00	 
	27 02/01/2009
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	232,500.00	 
	28 03/01/2009
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	230,000.00	 
	29 04/01/2009
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	227,500.00	 
	30 05/01/2009
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	225,000.00	 
	31 06/01/2009
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	222,500.00	 
	32 07/01/2009
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	220,000.00	 
	33 08/01/2009
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	217,500.00	 
	34 09/01/2009
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	215,000.00	 
	35 10/01/2009
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	212,500.00	 
	36 11/01/2009
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	210,000.00	 
	37 12/01/2009
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	207,500.00	 
	2009 Totals
	 	 	30,000.00	 	 	 	0.00	 	 	 	30,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	38 01/01/2010
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	205,000.00	 
	39 02/01/2010
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	202,500.00	 
	40 03/01/2010
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	200,000.00	 
	41 04/01/2010
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	197,500.00	 
	42 05/01/2010
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	195,000.00	 
	43 06/01/2010
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	192,500.00	 
	44 07/01/2010
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	190,000.00	 
	45 08/01/2010
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	187,500.00	 
	46 09/01/2010
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	185,000.00	 
	47 10/01/2010
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	182,500.00	 
	48 11/01/2010
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	180,000.00	 
	49 12/01/2010
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	177,500.00	 
	2010 Totals
	 	 	30,000.00	 	 	 	0.00	 	 	 	30,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	50 01/01/2011
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	175,000.00	 
	51 02/01/2011
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	172,500.00	 
	52 03/01/2011
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	170,000.00	 
	53 04/01/2011
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	167,500.00	 
	54 05/01/2011
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	165,000.00	 
	55 06/01/2011
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	162,500.00	 
	56 07/01/2011
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	160,000.00	 
	57 08/01/2011
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	157,500.00	 
	58 09/01/2011
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	155,000.00	 
	59 10/01/2011
	 	 	2,500.00	 	 	 	0.00	 	 	 	2,500.00	 	 	 	152,500.00	 
	2011 Totals
	 	 	25,000.00	 	 	 	0.00	 	 	 	25,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	     60 11/01/2012
	 	 	152,500.00	 	 	 	0.00	 	 	 	152,500.00	 	 	 	0.00	 
	2012 Totals
	 	 	152,500.00	 	 	 	0.00	 	 	 	152,500.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grand Totals
	 	 	300,000.00	 	 	 	0.00	 	 	 	300,000.00