Exhibit 10.23


 


THIRD
SUPPLEMENT


TO THE
MASTER LOAN AGREEMENT


(REVOLVING
LINE OF CREDIT LOAN)


 


THIS THIRD
SUPPLEMENT TO THE MASTER LOAN AGREEMENT (this “Third
Supplement”), effective
as of March 28, 2007, is between AGSTAR
FINANCIAL SERVICES,  PCA  (the “Lender”)  and 
OTTER TAIL AG ENTERPRISES, LLC, a
Minnesota limited liability company (the “Borrower”), and supplements and incorporates
all of the provisions of that certain Master Loan Agreement, dated as of even
date herewith, between the Lender and the Borrower (as the same may be amended,
modified, supplemented, extended or restated from time to time, the “MLA”).


 


1.             Definitions. As used in this Supplement, the following
terms shall have the following meanings. Capitalized terms used and not
otherwise defined in this Supplement shall have the meanings attributed to such
terms in the MLA. Terms not defined in either this Supplement or the MLA shall
have the meanings attributed to such terms in the Uniform Commercial Code, as
enacted in the State of Minnesota and as amended from time to time.


 


“Accounts” means all of the Borrower’s “Accounts”, as such term
is defined in the UCC, including, without limitation, the aggregate unpaid
obligations of customers and other account debtors to Borrower arising out of
the sale or lease of goods or rendition of services by Borrower on an open
account or deferred payment basis.


 


“Availability Date” shall have the meaning specified in Section 5
of this Supplement.


 


“Borrowing Base” means, at any time, the lesser of: (a) $4,000,000.00;
or (b) the sum of: (i) 75% of Borrower’s Eligible Accounts
Receivable; plus (ii) 75% of Borrower’s Eligible Inventory.


 


“Borrowing Base Certificate” means the certificate substantially
in the form of Exhibit A attached hereto properly completed and duly
executed by an authorized officer of the Borrower.


 


“Eligible Accounts Receivable” means all unpaid Accounts, net of
any credits, except the following shall not in any event be deemed Eligible
Accounts:


 


(a)        That
portion of Accounts unpaid 30 days or more after the invoice date:


 


(b)       That
portion of Accounts that is disputed or subject to a claim of offset or a
contra account;


 


(c)        That
portion of Accounts not yet earned by the final delivery of goods or rendition
of services, as applicable, by any Borrower to the customer;


 


(d)       Accounts
owed by any unit of government, whether foreign or domestic except Incentive
Payments will be considered a part of Eligible Accounts as defined in the MLA;


 

















 


(e)           Accounts owed by an
account debtor located outside the United States;


 


(f)            Accounts owed by an
account debtor that is insolvent, the subject of bankruptcy proceedings or has
gone out of business;


 


(g)           Accounts owed by a
member, Guarantor, Affiliate, officer or employee of any Borrower;


 


(h)           Accounts not subject
to a duly perfected security interest in the Lender’s favor or which are
subject to any lien, security interest or claim in favor of any Person other
than the Lender, including, without limitation, any payment or performance
bond;


 


(i)            That portion of
Accounts that has been restructured, extended, amended or modified;


 


(j)            That portion of
Accounts that constitutes advertising, finance charges, service charges or
sales or excise taxes; and


 


(k)           Accounts, or
portions thereof, otherwise deemed ineligible by the Lender, in its sole
discretion, exercised reasonably.


 


“Eligible Inventory” means all
inventory held for ultimate sale or lease, or which has been or will be
supplied under contracts of service, or which are raw materials, work in
process, or materials used or consumed in the Borrower’s business and that has
been specifically identified and accepted by the Lender, excluding all of the
following inventory:


 


(a)           Covered by documents
of title, instruments, or chattel paper when these documents, instruments and
paper are not owned and held by the Borrower or are subject to competing
claims, liens or encumbrances.


 


(b)           Intended to be sold
outside of the ordinary course of business.


 


(c)           Consigned, sold or
leased to others or on consignment or lease from others or subject to a
bailment.


 


(d)           Subject to a
competing claim, lien or encumbrance unless other than any Permitted Liens.


 


(e)           Paid for in advance
with progress payments or any other sums to the Borrower in anticipation of the
sale and delivery of inventory.


 


(f)            Obsolete or
unusable in the ordinary course of business.


 


(g)           Inventory of work in
progress.


 


2

















 


(h)           Inventory that the
Lender, in its sole discretion, disqualifies as Eligible Inventory, exercised
reasonably..


 


“Incentive Payments” means any and all federal or state
governmental subsidies, payments, transfers or other benefits, whether now or
hereafter established, received by the Borrower in any fiscal year aged less
than 120 days.


 


“Maximum Rate” shall have the meaning specified in Section 8
of this Supplement.


 


“Monthly Payment Date” means the first (1st) day of
each calendar month.


 


“Outstanding Credit” means, at any time of determination, the
aggregate amount of Advances then outstanding under this Supplement and the
Revolving Line of Credit Note.


 


“Outstanding Revolving Advance” means the total Outstanding
Credit under this Supplement and the Revolving Line of Credit Note.


 


“Request for Advance” shall have the meaning specified in Section 6(a) of
this Supplement.


 


“Revolving Advance” means an advance under this Supplement and
the Revolving Line of Credit Note.


 


“Revolving Letters of Credit” shall have the meaning specified
in Section 7.


 


“Revolving Letter of Credit Liabilities” means, at any time, the
aggregate maximum amount available to be drawn under all outstanding Revolving
Letters of Credit (in each case, determined without regard to whether any
conditions to drawing could then be met) and all unreimbursed drawings under
Revolving Letters of Credit.


 


“Revolving Line of Credit Loan” shall have the meaning specified
in Section 2 of this Supplement.


 


“Revolving Line of Credit Commitment” shall have the meaning
specified in Section 2 of this Supplement.


 


“Revolving Line of Credit Loan Maturity Date” shall have the
meaning specified in Section 2 of this Supplement.


 


“Revolving Line of Credit Loan Termination Date” shall have the
meaning specified in Section 2 of this Supplement.


 


“Unused Commitment Fee” shall have the meaning specified in Section 6(d) of
this Supplement.


 


2.             Revolving Line of Credit Commitment.  On the terms and conditions set forth in the
MLA and this Third Supplement, Lender agrees to make one or more advances


 


3

















 


(collectively, the “Revolving Line of
Credit Loan”) to the
Borrower on a revolving basis, during the period beginning on the Availability
Date (as defined in Section 5 of this Third Supplement) and ending at
12:00 noon Central Time on the Business Day immediately preceding the Revolving
Line of Credit Loan Maturity Date (as hereinafter defined in Section 4) (the “Revolving Line of Credit Termination Date”), in an aggregate principal amount
outstanding at any one time not to exceed $4,000,000.00 (the “Revolving Line of Credit Commitment”) provided,
however, that at no time shall the Outstanding Revolving Advance
exceed the Borrowing Base. Subject to Section 7 of this Third Supplement,
under the Revolving Loan Commitment amounts borrowed and repaid or prepaid may
be reborrowed at any time prior to and including the Revolving Line of Credit
Termination Date.


 


3.             Purpose. The
purposes for which advances under the Loan may be used are for general
corporate and operating purposes of the Borrower and its subsidiaries,
including closing costs and fees associated with the Revolving Line of Credit
Loan. The Borrower agrees that the proceeds of the Loan are to be used only for
the purposes set forth in this Section 3.


 


4.             Repayment of the Revolving Line of Credit Loan. The Borrower will pay accrued interest on the
Revolving Line of Credit Loan on the first (1st) day of each month,
commencing on the first (1st) Monthly Payment Date following the
date on which the first Advance is made on the Revolving Line of Credit Loan,
and continuing on each Monthly Payment Date thereafter until the 364th day from
the Conversion Date (the “Revolving Line of
Credit Loan Maturity Date”).
On the Revolving Line of Credit Loan Maturity Date, the amount of the
then unpaid principal balance of the Revolving Line of Credit Loan and any and
all other amounts due and owing hereunder or under any other Loan Document
relating to the Revolving Line of Credit Loan will be due and payable. If any
Monthly Payment Date is not a Business Day, then the principal installment then
due shall be paid on the next Business Day and shall continue to accrue
interest until paid.


 


5.             Availability. Subject
to the provisions of the MLA and this Third Supplement, during the period
commencing on the date on which all conditions precedent to the initial advance
under the Revolving Line of Credit Loan are satisfied (the “Availability Date”) and ending on the Revolving Line of Credit Loan Termination
Date, Revolving Advances will be made as provided in this Third Supplement.
Notwithstanding the foregoing, Revolving Advances may be made available to the
Borrower to acquire Inventory prior to the Availability Date in the Lender’s
discretion.


 


6.             Making the Advances.


 


(a)           Revolving Advances. Each Revolving Advance shall be made, on
notice from the Borrower (a “Request for
Advance”) to the
Lender delivered before 12:00 Noon (Minneapolis, Minnesota time) on a Business
Day which is at least three (3) Business Days prior to the date of such
Revolving Advance specifying the amount of such Revolving Advance, provided
that, no Revolving Advance shall be made while an Event of Default exists or if
the interest rate for such LIBOR Rate Loan would exceed the Maximum Rate. Any
Request for Advance applicable to a Revolving Advance received after 12:00 Noon
(Minneapolis, Minnesota time) shall be deemed to have been received and be
effective on the next Business Day. The amount so requested from the Lender
shall, subject to the terms and conditions of this Third


 


4

















 


Supplement, be made available to the Borrower
by: (i) depositing the same, in same day funds, in an account of the
Borrower; or (ii) wire transferring such funds to a Person or Persons
designated by the Borrower in writing.


 


(b)         Requests for Advances Irrevocable. Each
Request for Advance shall be irrevocable and binding on the Borrower and the
Borrower shall indemnify the Lender against any loss or expense it may incur as
a result of any failure to borrow any Advance after a Request for Advance
(including any failure resulting from the failure to fulfill on or before the
date specified for such Advance the applicable conditions set forth in this
Third Supplement and the MLA), including, without limitation, any loss
(including loss of anticipated profits) or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by the Lender
to fund such Advance when such Advance, as a result of such failure, is not
made on such date.


 


(c)         Minimum Amounts.
Each Revolving Advance shall be in a minimum amount equal to $50,000.00.


 


(d)         Unused Commitment Fee.
In addition to fees payable on the Closing Date, Borrower agrees to pay to
the Lender an Unused Commitment Fee on the average daily unused portion of
Lender’s Revolving Line of Credit Commitment from the Availability Date until
the Revolving Line of Credit Loan Maturity Date at the rate of 0.35% per annum,
payable in arrears in quarterly installments payable on the first (1st)
day of each third month after the Availability Date.


 


(e)         Conditions
Precedent to All Advances. The Lender’s obligation to make each
Advance under the Revolving Line of Credit Note shall be subject to the terms,
conditions and covenants set forth in the MLA and this Third Supplement,
including, without limitation, the following further conditions precedent:


 


(i)            Completion
of Project. The Project shall have been completed per the Plans and
Specifications and a Completion Certificate shall have been obtained;


 


(ii)           Borrowing Base Certificate. Borrower shall have
submitted a Borrowing Base Certificate as required under Section 14 of
this Third Supplement.


 


(iii)          Representations
and Warranties. The representations and warranties set forth in the MLA and
this Third Supplement are true and correct in all material respects as of the
date of the request for any Advance, except as disclosed in writing to the
Lender, to the same extent and with the same effect as if made at and as of the
date thereof except as disclosed in writing to the Lender;


 


(iv)          No Defaults.
The Borrower is not in default under the terms of the MLA, the Related
Documents or any other Material Contracts to which the Borrower is a party and
which relates to the construction of the Project or the operation of the
Borrower’s business;


 


5

















 


(v)           Government Action.
No license, permit, permission or authority necessary for the construction or
operation of the Project has been denied, revoked or challenged by or before
any Governmental Authority; and


 


(vi)          Marketing
Agreements. The Borrower has executed marketing agreements for all ethanol
and DDGS to be produced at the Project and provided Lender with collateral
assignments of all such agreements in form and content which is satisfactory to
Lender and its counsel and acknowledged by the non-Borrower party to all such
agreements.


 


7.            Letters of Credit.


 


Commitment
to Issue. The
Borrower may request Revolving Advances by the Lender, and the Lender, subject
to the terms and conditions of this Third Supplement, may, in its sole
discretion, issue letters of credit for any Borrower’s account (such letters of
credit, being hereinafter referred to collectively as the “Revolving Letters of Credit”); provided, however, that:


 


(i)            the
aggregate amount of outstanding Revolving Letter of Credit Liabilities shall
not at any time exceed the amount of $1,500,000.00;


 


(ii)           the sum of the
outstanding Revolving Letters of Credit plus the Outstanding Revolving Advances
shall not at any time exceed the Borrowing Base;


 


(iii)          the expiration date
of a Revolving Letter of Credit advanced under the Revolving Line of Credit
Loan shall be no latter than the Revolving Line of Credit Loan Maturity Date.


 


Any Revolving Letters of Credit issued under
this Section 7 are subject to the provisions of Section 2.06 of the
MLA.


 


8.            Interest Rate. Subject to the provisions of Sections 2.07
and 2.08 of the MLA and Section 9 and 12 of this Third Supplement, the
Revolving Line of Credit Loan shall bear interest at a rate equal to the LIBOR
Rate plus 295 basis points. The computation of interest, amortization, maturity
and other terms and conditions of the Revolving Line of Credit Loan shall be as
provided in the Revolving Line of Credit. Note, provided, however, in no event
shall the applicable rate exceed the maximum nonusurious interest rate, if any,
that at any time, or from time to time, may be contracted for, taken, reserved,
charged, or received under applicable state or federal laws (the “Maximum Rate”).


 


9.            Default Interest. In addition to the rights and remedies set
forth in the MLA: (i) upon the occurrence and during the continuance of an
Event of Default beyond any applicable cure period, if any, at Lender’s option
in each instance, the unpaid balance of the Revolving Line of Credit Loan shall
bear interest from the date of the Event of Default or such later date as
Lender shall elect at 2% per annum in excess of the rate(s) of interest
that would otherwise be in effect on the Term Revolving Loan under the terms of
the Term Revolving Note; (ii) after the maturity of the Term Revolving
Loan, whether by reason of acceleration or otherwise, the unpaid principal
balance of the Term Revolving Loan (including without limitation, principal,
interest,


 


6

















 


fees
and expenses) shall automatically bear interest at 2% per annum in excess of
the rate(s) of interest that would otherwise be in effect on the Revolving
Line of Credit Loan under the terms of the Revolving Line of Credit Note; (iii) after
the maturity of the Revolving Line of Credit Loan, whether by reason of
acceleration or otherwise, the unpaid principal balance of the Revolving Line
of Credit Loan (including without limitation, principal, interest, fees and
expenses) shall automatically bear interest at 2% per annum in excess of the
rate of interest that would otherwise be in effect on the Revolving Line of
Credit Loan under the terms of the Revolving Line of Credit Note. Interest
payable at the Default Rate shall be payable from time to time on demand or, if
not sooner demanded, on the last day of each calendar month.


 


10.         Late Charge.  If any payment of principal or
interest due under this Supplement or the Revolving Line of Credit Note is not
paid within ten (10) days of the due date thereof, the Borrower shall pay,
in addition to such amount, a late charge equal to five percent (5%) of the
amount of such payment.


 


11.         Changes in Law Rendering Certain LIBOR Rate Loans
Unlawful.  In the event that any change in any
applicable law (including the adoption of any new applicable law) or any change
in the interpretation of any applicable law by any judicial, governmental or
other regulatory body charged with the interpretation, implementation or
administration thereof, should make it (or in the good-faith judgment of the
Lender should raise a substantial question as to whether it is) unlawful for
the Lender to make, maintain or fund LIBOR Rate Loans, then: (a) the
Lender shall promptly notify each of the other parties hereto; and (b) the
obligation of the Lender to make LIBOR rate loans of such type shall, upon the
effectiveness of such event, be suspended for the duration of such
unlawfulness. During the period of any suspension, Lender shall make loans to
Borrower that are deemed lawful and that as closely as possible reflect the
terms of the MLA.


 


12.          Maximum Amount Limitation.
Anything in this MLA, this Third Supplement, or the other Loan Documents to the
contrary notwithstanding, Borrower shall not be required to pay unearned
interest on the Revolving Line of Credit Note or any of the Loan Obligations,
or ever be required to pay interest on the Revolving Line of Credit Note or any
of the Loan Obligations at a rate in excess of the Maximum Rate, if any. If the
effective rate of interest which would otherwise be payable under the MLA, this
Supplement, the Revolving Line of Credit Note, or any of the other Loan
Documents would exceed the Maximum Rate, if any, then the rate of interest
which would otherwise be contracted for, charged, or received under the MLA,
this Supplement, the Revolving Line of Credit Note, or any of the other Loan
Documents shall be reduced to the Maximum Rate, if any. If any unearned
interest or discount or property that is deemed to constitute interest
(including, without limitation, to the extent that any of the fees payable by
Borrower for the Loan Obligations to the Lender under the MLA, this Supplement,
the Revolving Line of Credit Note, or any of the other Loan Documents are
deemed to constitute interest) is contracted for, charged, or received in
excess of the Maximum Rate, if any, then such interest in excess of the Maximum
Rate shall be deemed a mistake and canceled, shall not be collected or
collectible, and if paid nonetheless, shall, at the option of the holder of the
Revolving Line of Credit Note, be either refunded to the Borrower, or credited
on the principal of the Revolving Line of Credit Note. It is further agreed
that, without limitation of the foregoing and to the extent permitted by
applicable law, all calculations of the rate of interest or 


 


7

















 


discount contracted for, charged or received by the
Lender under the Revolving Line of Credit Note, or under any of the Loan
Documents, that are made for the purpose of determining whether such rate
exceeds the Maximum Rate applicable to the Lender, if any, shall be made, to
the extent permitted by applicable laws (now or hereafter enacted), by
amortizing, prorating and spreading during the period of the full terms of the
Advances evidenced by the Revolving Line of Credit Note, and any renewals
thereof all interest at any time contracted for, charged or received by Lender
in connection therewith. This section shall control every other provision of
all agreements among the parties to the MLA pertaining to the transactions
contemplated by or contained in the Loan Documents, and the terms of this
section shall be deemed to be incorporated in every Loan Document and
communication related thereto.


 


13.           Mandatory Prepayments or Collateralization. The Borrowers shall, within five (5) days
following the earlier of the delivery of each Borrowing Base Certificate hereof
or the day upon which such Borrowing Base Certificate was due, either (i) prepay
the Advances in the amount, if any, by which the Outstanding Credit on the date
of prepayment under this Section 15 exceeds the Borrowing Base at such
time, together with accrued interest to the date of such prepayment on the
amount prepaid, or (ii) pledge and assign to the Lender additional
collateral acceptable to the Lender, in the Lender’s sole discretion, and
deliver all documentation that the Lender, in its sole discretion, may require
in connection with such pledge and assignment and the perfection of a
first-priority security interest in such additional collateral, so that the
Borrowing Base plus the value assigned by the Lender, in its sole discretion,
to such additional collateral equals or exceeds the Outstanding Credit.


 


14.           Reporting Requirements. In addition to
the reporting requirements under Section 5.01(c) in the MLA,
beginning with the fourth month after the Completion Date, the Borrower will
furnish to the Lender as soon as available and in any event within 30 days
after the end of each month (or at such other times or with such greater frequency
as is requested by the Lender), a duly completed Borrowing Base Certificate,
setting forth the Borrowing Base as of the last day of such month based upon
collateral value criteria and advance rates which do not exceed those set forth
in the Borrowing Base Certificate, and including such other information,
representation and warranties contemplated therein, certified by the
appropriate authorized officer of the Borrower.


 


15.           Security. The Borrower’s obligations hereunder and, to the extent related thereto,
the MLA, shall be secured as provided in the MLA and Loan Documents.


 


[Signature page follows.]


 


8

















 


SIGNATURE PAGE TO:


THIRD SUPPLEMENT TO


THE MASTER LOAN AGREEMENT


(REVOLVING LINE OF CREDIT LOAN)


by and between


OTTER TAIL AG ENTERPRISES, LLC


and


AGSTAR FINANCIAL SERVICES, PCA


 


 


IN WITNESS WHEREOF, the parties have caused this Third Supplement
to the Master Loan Agreement to be executed by their duly authorized officers
as of the date shown above.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  OTTER TAIL AG ENTERPRISES, LLC,

  a Minnesota limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Jerry Larson

  	
   

  
	
   

  	
  By:
  Jerry Larson

    Its: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  AGSTAR FINANCIAL SERVICES, PCA,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Ron Monson

  	
   

  
	
   

  	
  By:
  Ron Monson

    Its: Vice President

  
				



 


9

















 


EXHIBIT A


BORROWING
BASE CERTIFICATE


Detailed
Calculation


 


For Period Ending:


Date Prepared:


 


	
  1

  	
  Accounts
  Receivable:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ethanol)

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (DDGs)

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Other

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Other

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Deduct
  Ineligible Accounts

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (31 days or more
  from invoice date)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Deduct
  Ineligible Accounts

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (as determined
  by Bank)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Eligible
  Accounts Receivable

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Multiply by
  Borrowing Base Factor

  	
   

  	
  75.00

  	
  %

  	
   

  	
   

  
	
   

  	
  Accounts
  Receivable Loan Availability

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
  DDGS (current
  value)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Ending Corn
  Inventory

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Ending
  DDGS & other bi-products Inventory

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total Inventory

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Multiply by
  Borrowing Base Factor

  	
   

  	
  75.00

  	
  %

  	
   

  	
   

  
	
   

  	
  Inventory
  Loan Availability

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
  Ethanol
  Inventories (lower of cost or market)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Ending Ethanol
  Inventory

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Ending 

  	
  Inventory

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Other Inventory

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total Inventory

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Multiply by
  Borrowing Base Factor

  	
   

  	
  75.00

  	
  %

  	
   

  	
   

  
	
   

  	
  Inventory
  Loan Availability

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
  Total Borrowing
  Base (Totals from #1, #2, & #3)

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
  Outstanding Loan
  Balance including outstanding Letters of Credit (as of month end)

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
  Excess or
  Deficit (Line 4 minus Line 5)

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
										



 






  *If a Deficit exists, remit
amount unless remitted since end of month.


 


10

















 


BORROWER REPRESENTS AND WARRANTS:


 


1.         With respect to the
information in this Borrowing Base Certificate and any accompanying work papers
related hereto (i) such information is true, complete and correct in all
material respects as of the date set forth above as the Date Prepared; (ii) no
information has been omitted which would make the foregoing misleading; (iii) there
has been no significant change in the value of the items set forth on this
Borrowing Base Certificate (the “Borrowing Base Collateral”)
since the date set forth above as the Date Prepared; and (iv) there exists
no Event of Default or any event which with the giving of notice or the passing
of time or both would constitute an Event of Default.


 


2.         The Borrowing Base
Collateral and the amounts reflected in this Borrowing Base Certificate (i) are
genuine and in all respects are what they purport to be: (ii) presently
are and will continue at all times to be subject to Lender’s duly perfected,
first priority security interest and no other lien; and (iii) to the best
of Borrower’s knowledge comply in all material respects with the eligibility
criteria for any Borrowing Base items, respectively, and to the best of
Borrower’s knowledge comply in all material respects with the representations
and warranties contained in the Security Agreement.


 


The undersigned
certifies that the amounts shown are true and correct from Borrower’s accounts
and records as of the Date Prepared as indicated above, and there have been no
material adverse changes therein since the above date. The information provided
in the Borrowing Base Certificate is consistent with the requirements of the
Credit Agreement.


 


	
   

  	
  Approved and Certified By:

  
	
   

  	
   

  
	
   

  	
  OTTER TAIL AG ENTERPRISES, LLC
 a Minnesota limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

    Its:

  



 


11