EXHIBIT 10.3 - Construction and
Revolving Term Loan Supplement


Loan No. RI0457T02


CONSTRUCTION AND REVOLVING TERM LOAN SUPPLEMENT


          THIS
SUPPLEMENT to the Master Loan Agreement dated January 30, 2007, (the “MLA”), is
entered into as of January 30, 2007, and effective July 1, 2007, or such
earlier date as Agent (as that term is defined in the MLA) may establish in its sole
discretion, (the “Effective Date”), between FARM
CREDIT SERVICES OF AMERICA, FLCA (“Farm Credit”) and EAST FORK BIODIESEL, LLC, Algona, Iowa (the
“Company”).


          SECTION
1. The Construction and Revolving Term Loan Commitment. On the terms and
conditions set forth in the MLA and this Supplement, Farm Credit agrees to make
loans to the Company from time to time during the period set forth below in an aggregate
principal amount not to exceed, at any one time outstanding, $12,000,000.00 less the
amounts scheduled to be repaid during the period set forth below in Section 6 (the
“Commitment”). Within the limits of the Commitment, the Company may borrow, repay and
reborrow. No advance shall be made until evidence has been provided to the
Agent as required in Section
7(A)(vi) of the MLA that all requisite equity funds have been received by the Company and that such funds shall have been
utilized for the construction of the Improvements (as defined herein).


Subject
to the provisions of Section 7, the Company may, in its sole discretion, elect
to permanently reduce the amount of the Commitment by giving Agent ten (10) days prior
written notice. Said election shall
be made only if the Company is not in default at the time of the election and
will remain in compliance with all
financial covenants after such reduction. Any such reduction shall be treated
as an early, voluntary reduction of
the Commitment amount and shall not delay or reduce the amount of any scheduled
Commitment reduction under Section 6 hereof (which reductions shall continue in
increments specified in, on the
dates determined in accordance with, Section 6), but rather shall result in an
earlier expiration of the Commitment
and final maturity of the loans.


          SECTION
2. Purpose. The purpose of the Commitment is to partially finance
the Company’s construction of a 60 million gallon (annual capacity) biodiesel
plant (the “Improvements”) identified in the plans and specifications provided to and
approved by Agent pursuant to Section 7(A)(v) of the MLA (as the same may be
amended pursuant to Section 12(A) herein, the “Plans”), on real property owned
by the
Company near Algona, Iowa (the “Property”), and to provide working capital to
the Company, and the Company agrees to utilize the proceeds of the Commitment
for these purposes only.


          SECTION
3. Term. The term of the Commitment shall be from the Effective Date hereof, up to and including
November 1, 2017, or such later date as Agent may, in its sole discretion,
authorize in writing.


          SECTION
4. Disbursements of Proceeds. 


                    (A)
       Disbursement Procedures.


                              
  (1)
          Limits on Advances.
Agent shall not be
required to advance funds: (i) for any
category or line item of acquisition or construction cost in an amount greater
than the amount specified therefore
in the Project Budget (as defined in Section 7(A)(v) of the MLA); or (ii) for
any services not yet performed or for
materials or goods not yet incorporated into the Improvements or







	
 

	
 


	
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delivered
to and properly stored on the Property. No advance hereunder shall exceed 100%
of the aggregate costs actually paid or currently due and payable and
represented by invoices accompanying a Request for Construction Loan Advance submitted
pursuant to Section 9(B)(1) herein less the amount of retainage (“Retainage”)
set out in the construction contract dated October 10, 2006 between the Company
and REG
Construction Services, LLC, and other construction contracts of the Company for
the Improvements.


                              
    (2)          Advance
of Retainage. The Retainage (but in no case greater than
the unused balance of the Commitment allocated for construction) will be
advanced by Agent to the Company pursuant to
the conditions set forth in such construction contracts, upon written request
by the Company certifying the
satisfaction of such conditions precedent for payment of Retainage.


                              
    (3)          Advances
for Working Capital Purposes. Company may request advances for pre-production expenses or working
capital at any time upon written verification to Agent of the purpose of such
advance request.


                    (B)          Payments
to Third Parties. At its option
and without further authorization from the Company, Agent is authorized to make advances
under the Commitment by paying, directly or jointly with the Company, any
person to whom Agent in good faith determines payment is due and any such
advance shall be deemed made as of the date on which Agent makes such payment
and shall be secured under the deed of trust/mortgage securing the Commitment
and any other loan documents securing the Commitment as fully as if made directly to the
Company.


          SECTION 5.
 Interest and Fees.


                    (A)          Interest.
The Company agrees to
pay interest on the unpaid principal balance of the loans in accordance with one or more of the
following interest rate options, as selected by the Company, provided,
however, that prior to plant start-up, only the Agent Base Rate option shall be
available:


                              
    (1)          Agent
Base Rate. At a rate per annum equal at all times to 3/4 of 1% above the rate of
interest established by Agent from time to time as its Agent Base Rate, which
Rate is intended
by Agent to be a reference rate and not its lowest rate. The Agent Base Rate
will change on the date
established by Agent as the effective date of any change therein and Agent
agrees to notify the Company of any such
change.


                              
    (2)          Quoted
Rate.
At a fixed rate per annum to be quoted by Agent in its sole discretion in each
instance. Under this option, rates may be fixed on such balances and for such periods, as may be
agreeable to Agent in its sole discretion in each instance, provided that: (1)
the minimum fixed period shall be 30 days; (2) amounts may be fixed in
increments of $100,000.00 or multiples thereof; and (3) the maximum number of fixes
in place at any one time shall be five (5).


                              
     (3)          LIBOR.
At a fixed rate per annum equal to “LIBOR”
(as hereinafter defined) plus 3.25%. Under
this option: (1) rates may be fixed for “Interest Periods” (as hereinafter defined)
of 1, 2, 3, 6, 9, or 12 months as selected by the Company; (2) amounts may be
fixed in increments of $100,000.00 or multiples
thereof; (3) the maximum number of fixes in place at any one time shall be 5; and (4) rates may only be fixed
on a “Banking Day” (as hereinafter defined) on 3 Banking Days’ prior written notice. For purposes hereof:
(a) “LIBOR” shall mean the rate (rounded upward to the







	
 

	
 


	
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nearest
sixteenth and adjusted for reserves required on “Eurocurrency Liabilities” (as
hereinafter defined) for banks subject to “FRB Regulation D” (as herein
defined) or required by any other federal law or regulation) quoted by the British Bankers
Association (the “BBA”) at 11:00 a.m. London time 2 Banking Days before the
commencement of the Interest Period for the offering of U.S. dollar deposits in
the London
interbank market for the Interest Period designated by the Company; as
published by Bloomberg or another major information vendor listed on BBA’s
official website; (b) “Banking Day” shall mean a day on which Agent is open for
business, dealings in U.S. dollar deposits are being carried out in the London interbank market, and banks are open
for business in New York City and London, England; (c) “Interest Period” shall
mean a period commencing on the date this option is to take effect and ending on the numerically corresponding day in the month
that is 2, 3, 6, 9, or 12 months thereafter, as the case may be; provided, however, that: (i) in the event
such ending day is not a Banking Day, such period shall be extended to the next Banking Day unless such
next Banking Day falls in the next calendar month, in which case it shall end
on the preceding Banking Day; and (ii) if there is no numerically corresponding
day in the month, then such period
shall end on the last Banking Day in the relevant month; (d) “Eurocurrency Liabilities” shall have
meaning as set forth in “FRB Regulation D”; and (e) “FRB Regulation D” shall mean Regulation D as
promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Part 204, as amended.


The
Company shall select the applicable rate option at the time it requests a loan
hereunder and may, subject to the limitations set forth above, elect to
convert balances bearing interest at the variable rate option to one of the
fixed rate options. Upon the expiration of any fixed rate period, interest
shall automatically
accrue at the variable rate option unless the amount fixed is repaid or fixed
for an additional period in accordance with the terms hereof. Notwithstanding the
foregoing, rates may not be fixed in such a manner as to cause the Company to have to
break any fixed rate balance in order to pay any installment of principal. All
elections provided for herein shall be made electronically (if applicable),
telephonically or in writing and must be received by Agent not later than 12:00
Noon Company’s local time in order to be considered to have been received on
that day; provided, however, that in the case of LIBOR rate loans, all such elections must be
confirmed in writing upon Agent’s request. Interest shall be calculated on the actual number of days each
loan is outstanding on the basis of a year consisting of 360 days and shall be payable monthly in arrears
by the 20th day of the following month or on such other-day in such month as Agent shall require in a
written notice to the Company; provided, however, in the event the Company elects to fix all or a portion
of the indebtedness outstanding under the LIBOR interest rate option above, at Agent’s option upon written
notice to the Company, interest shall be payable at the maturity of the
Interest Period and if the LIBOR interest rate fix is for a period longer than
3 months, interest on that portion
of the indebtedness outstanding shall be payable quarterly in arrears on each
three-month anniversary of the commencement date of such Interest Period, and
at maturity.


                    (B)          Commitment
Fee.
In consideration of the Commitment, the Company agrees to pay to Agent a
commitment fee on the average daily unused portion of the Commitment at a rate
of 1/2 of 1% per annum (calculated on a 360 day basis), payable monthly in
arrears by the 20th day following each month. Such fee shall be payable for each month
(or portion thereof) occurring during the original or any extended term of the
Commitment.


                    (C)          Arrangement
Fee. In
consideration of the Commitment, the Company agrees to pay to Agent an arrangement fee in the amount
of $90,000.00 (less all payments already received by Agent) upon the execution hereof.







	
 

	
 


	
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          SECTION
6. Promissory Note. The
Company promises to repay on the dates set forth below, the outstanding principal, if any, that is in excess of the
listed amounts:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Reducing Commitment Amount

	
 


	


	
 

	
 

	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
May
 1, 2015

	
 

	
 

	
$

	
10,000,000.00 

	
 

	
 


	
November
 1, 2015

	
 

	
 

	
$

	
8,000,000.00 

	
 

	
 


	
May
 1, 2016

	
 

	
 

	
$

	
6,000,000.00 

	
 

	
 


	
November
 1, 2016

	
 

	
 

	
$

	
4,000,000.00 

	
 

	
 


	
May
 1, 2017

	
 

	
 

	
$

	
2,000,000.00 

	
 

	
 


	
November
 1, 2017

	
 

	
 

	
$

	
0.00

	
 

	
 





Provided,
however, that if Construction and Term Loan Supplement No. RI0457T01 dated
January 30, 2007, has been repaid prior to its maturity date of November 20, 2014,
then commitment reduction for this loan shall begin on the first day of the month that
is six months after the first day of the month following the repayment of RI0457T01, and
reductions in the commitment as noted above shall occur every six months
thereafter.


In the
event that any Free Cash Flow payments are applied to this Supplement in
accordance with Section 6 of Supplement No. RI0457T01 referenced above, they
shall be applied hereto as reductions in the Commitment as of their due date
under RI0457T01. Any such reductions shall not delay or reduce the amount of any subsequent
scheduled Commitment reductions as specified above.


If any
installment due date is not a day on which Agent is open for business, then
such installment shall be due and payable on the next day on which Agent is
open for business. In addition to the above, the Company promises to pay interest on the unpaid
principal balance hereof at the times and in accordance with the provisions set
forth in Section 5 hereof.


          SECTION
7. Prepayment. Subject to the broken funding surcharge provision of the
MLA, the
Company may on one Business Day’s prior written notice prepay all or any
portion of the loan(s). Unless otherwise agreed, all prepayments will be applied
to principal installments in the inverse order of their maturity. However,
in addition to the foregoing, prepayment of any Loan balance due to refinancing, or
refinancing of any unadvanced Commitment with another lender, up to and
including December
16, 2009, will result in a 2% prepayment charge in addition to any broken
funding surcharges which may be applicable, based on the amounts prepaid and on the total
amount of the Commitments in effect at such time.


          SECTION
8. Security. Security is set forth in the MLA. 


          SECTION
9. Additional Conditions Precedent.


                 (A)          Initial
Advance. Agent’s obligation to make the initial advance is subject to the satisfaction of each of
the following additional conditions precedent on or before the date of such advance:


                                 (1)          List
of Permits. Receipt by Agent of a detailed list of all permits required for both the
construction of the improvements and the operation of the facility setting
forth for each
listed permit whether such permit is required for commencement of construction
or required for







	
 

	
 


	
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commencement of operation,
and identifying to Agent’s satisfaction whether such permits have been issued or can reasonably be expected to be
issued.


                                 
   (2)          Construction
Permits. Receipt
by Agent of evidence of issuance of all permits that are required to be obtained prior to
the commencement of construction of the improvements.


                      
             (3)          Engineer’s
Certificate. Receipt by Agent of a report of Agent’s retained engineer (pursuant to the provisions of
Section 14(D)) indicating that the current plans and specifications of the
Improvements and the related contracts establish that the finished project will
have adequate
natural gas, electricity, water and waste water treatment to service the
requirements of the project.


                      (B)          Each
Advance. Agent’s obligation to make each advance hereunder, including the initial advance, is
subject to the satisfaction of each of the following additional conditions precedent
on or
before the date of such advance:


                    
                (1)          Request
for Construction
Loan Advance. That Agent
receives an executed request for construction loan advance from the Company in
the form of Exhibit A attached hereto (the
“Request for Construction Loan Advance”), together with all items called for
therein.


                      
              (2)          Construction
Certificate. If an independent inspector has been employed by Agent pursuant to Section 14(D), a
certificate or report of such inspector to the effect that the construction of the
Improvements to the date thereof has been performed in a good and workmanlike manner and in accordance
with the Plans, stating the estimated total cost of construction of the Improvements, stating
the percentage of in-place construction of the Improvements, and stating that
the remaining non-disbursed
portion of the Commitment is adequate to complete the construction of the Improvements.


          SECTION
10. Representations and Warranties. In addition to the representations and warranties contained in
the MLA, the Company represents and warrants as follows:


                    (A)          Project
Approvals; Consents; Compliance. The Company has obtained all Project Approvals relating to the
construction and operation of the Improvements, except those the Company has disclosed to Agent in writing. All
such Project Approvals heretofore obtained remain in full force and
effect and the Company has no reason to believe that any such Project Approval
not heretofore obtained will not be
obtained by the Company in the ordinary course during or following completion of the construction of the
Improvements. No such Project Approval will terminate, or become void or
voidable or terminable, upon any sale, transfer or other disposition of the
Property or the Improvements, including any
transfer pursuant to foreclosure sale under the Mortgage. No consent, permission, authorization, order, or license of
any governmental authority is necessary in connection with the execution, delivery, performance, or
enforcement of the loan documents to which the Company is a party, except such
as have been obtained and are in full force and effect. The Company is in
compliance in all material respects
with all Project Approvals having application to the Property or the
Improvements except as the Company has disclosed to Agent in writing.
Without limiting the foregoing, there are no unpaid
or outstanding real estate or other taxes or assessments on or against the Property
or the Improvements or any part
thereof (except only real estate taxes not yet due and payable). The Company
has received no notice nor has any knowledge of any pending or contemplated
assessments against the Property or
the Improvements which have not been disclosed to Agent in writing.







	
 

	
 


	
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                    (B)          Environmental
Compliance. Without limiting the provisions of the MLA, all
property owned or leased by the Company, including, without limitation, the
Property and the Improvements, and all operations conducted by it are in
compliance in all material respects with all Laws and all Project Approvals
relating to environmental protection, the failure to comply with which could
have a material adverse effect on the condition, financial or otherwise,
operations, properties, or business of the Company, or on the ability of the
Company to perform its obligations under the loan documents, except as the
Company has disclosed to Agent in writing.


                    (C)          Feasibility. Each of the Project Budget,
the Project Schedule and the Disbursement Schedule is realistic and feasible.


          SECTION
11. Affirmative Covenants. In addition to the affirmative
covenants contained in the MLA, the Company agrees to:


                    (A)          Reports and
Notices. Furnish to Agent:


                                    (1)          Regulatory
and Other Notices. Promptly
after receipt thereof, copies of any notices or other communications received
from any governmental authority with respect to the Property, the Improvements,
or any matter or proceeding the effect of which could have a material adverse effect
on the condition, financial or otherwise, operations, properties, or business
of the Company, or the ability of the Company to perform its obligations under
the loan documents.


                                    (2)          Notice of Nonpayment. Promptly after the
filing or receipt thereof, a description of or a copy of any lien filed by or
any notice, whether oral or written, from any laborer, contractor,
subcontractor or materialman to the effect that such laborer, contractor,
subcontractor or materialman has not been paid when due for any labor or
materials furnished in connection with the construction of the Improvements.


                                    (3)          Notice of Suspension of Work. Prompt notice
of any suspension in the construction of the Improvements, regardless of the
cause thereof, in excess of ten (10) days and a description of the cause for
such suspension.


                    (B)          Construction
Liens. Pay or cause to be
removed, within fifteen (15) days after notice from Agent, any lien on the
Improvements or Property, provided, however, that Company shall have the right
to contest in good faith and with reasonable diligence the validity of any such
lien or claim upon furnishing to the appropriate title insurance company such
security or indemnity as it may require to induce said title insurance company
to issue its title insurance commitment or its mortgage title insurance policy
insuring against all such claims or liens, and provided further that Agent
will not be required to make any further advances of the proceeds of the
Commitment until any mechanic’s lien claims shown by the title insurance
company or interim binder have been so insured against by the title insurance
company.


                    (C)          Identity
of Contractors, etc. Furnish to
Agent from time to time on request by Agent, in a form acceptable to Agent,
correct lists of all contractors, subcontractors and suppliers of labor and
material supplied in connection with construction of the Improvements and true
and correct copies of all executed contracts, subcontracts and supply
contracts. Agent may contact any contractor, subcontractor or supplier to
verify any facts disclosed in the lists and contracts. All contracts and







	
 

	
 


	
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subcontracts relating to construction of the
Improvements must contain provisions authorizing Company to supply to Agent the
listed information and copies of contracts.


                    (D)          Lien
Waivers. Furnish to Agent, at any time
and from time to time upon the request of Agent, lien waivers bearing a then
current date and prepared on a form satisfactory to Agent from such contractor,
subcontractor, or supplier as Agent shall designate.


                    (E)          Operating
Permits. Furnish to Agent, unless
as otherwise consented to in writing by Agent, as soon as possible but prior to
the commencement of operation of the constructed facility, evidence of the
issuance of all necessary permits for such operation.


          SECTION
12. Negative Covenants. In addition to the negative covenants
contained in the MLA, the Company will not:


                    (A)          Change
Orders. Allow any substantial
deviation, addition, extra, or change order to the Plans, Project Budget or
Project Schedule, the cost of which in the aggregate exceeds $100,000.00,
without Agent’s prior written approval. All requests for substantial changes
shall be made using a Change Order Request in the form of Exhibit B attached
hereto. Agent will have a reasonable time to evaluate any requests for its
approval of any changes referred to in this covenant, and will not be required
to consider approving any changes unless all other approvals that may be
required have been obtained. Agent may approve or disapprove changes in its
discretion. All contracts and subcontracts relating to the construction of the
Improvements must contain provisions satisfactory to Agent implementing the
above provisions of this covenant. Company shall promptly provide to Agent
copies of all change orders that, pursuant to the above described procedures,
did not require Agent’s prior written approval.


                    (B)          Materials.
Purchase or install any
materials, equipment, fixtures or articles of personal property for the
Improvements if such shall be covered under any security agreement or other
agreement where the seller reserves or purports to reserve title or the right
of removal or repossession, or the right to consider them personal property
after their incorporation in the Improvements.


          SECTION
13. Casualties.


                    (A)          Right
To Elect To Apply Proceeds. In case
of material loss or damage to the Property or to the Improvements by fire, by a
taking by condemnation for public use or the action of any governmental authority
or agency, or the transfer by private sale in lieu thereof, either temporarily or
permanently, or otherwise, if in the sole judgment of Agent there is reasonable
doubt as to Company’s ability to complete construction of the Improvements on or
before December 16, 2007, by reason of such loss or damage or because of delays
in making settlements with governmental agencies or authorities or with insurers,
Agent may terminate its obligations to make advances hereunder and elect to collect,
retain and apply to the Commitment all proceeds of the taking or insurance after
deduction of all expense of collection and settlement, including attorneys’ and
adjusters’ fees and charges. In the event such proceeds are insufficient to pay
the Commitment in full, Agent may declare the balance remaining unpaid on the Commitment
to be due and payable forthwith and avail itself on any of the remedies afforded
thereby as in any case of default.


                    (B)          Election
Not To Apply Proceeds. In case Agent
does not elect to apply such proceeds to the Commitment, Company will:







	
 

	
 


	
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                                    (1)          Settle.
Proceed with diligence to make settlement with the governmental agencies or authorities
or the insurers and cause the proceeds of insurance to be paid to Company.


                                    (2)          Resume Construction.
Promptly proceed with the resumption of construction of the Improvements,
including the repair of all damage resulting from such fire or other cause and restoration
to its former condition.


                    (C)          Use
of Proceeds. All such proceeds shall be fully used before the
disbursement of any further proceeds of the Commitment.


          SECTION
14. Other Rights of Agent.


                    (A)          Right
To Inspect. Agent or its agent may enter
on the Property at any time and inspect the Improvements. If the construction of
the Improvements is not reasonably satisfactory to Agent, Agent may reasonably and
in good faith stop the construction and order its replacement or the correction
thereof or additions thereto, whether or not said unsatisfactory construction has
been incorporated in the Improvements, and withhold all advances hereunder until
such construction is satisfactory to Agent. Such construction shall promptly be
made satisfactory to Agent.


                    (B)          Obligation
of Agent. Neither Agent nor any inspector
hired pursuant to Subsection (D) below is obligated to construct or supervise construction
of the Improvements. Inspection by Agent or such inspector thereof is for the sole
purpose of protecting Agent’s security and is not to be construed as a representation
that there will be compliance on anyone’s part with the Plans or that the construction
will be free from faulty material or workmanship. Neither Agent nor such inspector
shall be liable to the Company or any other person concerning the quality of construction
of the Improvements or the absence therefrom of defects. The Company will make or
cause to be made such other independent inspections as it may desire for its own
protection.


                    (C)          Right
To Complete Upon Event of Default.  Upon
any Event of Default hereunder, Agent may complete construction of the Improvements,
subject to Agent’s right at any time to discontinue any work without liability,
and apply the proceeds of the Commitment to such completion, and may demand such
additional sums from the Company as may be necessary to complete construction, which
sums the Company shall promptly pay to Agent. In connection with any construction
of the Improvements undertaken by Agent pursuant to this Subsection, Agent may (i)
enter upon the Property; (ii) employ existing contractors, architects, engineers
and subcontractors or terminate them and employ others; (iii) make such addition,
changes and corrections in the Plans as shall, in the judgment of Agent, be necessary
or desirable; (iv) take over and use any personal property, materials, fixtures,
machinery, or equipment of the Company to be incorporated into or used in connection
with the construction or operation of the Improvements; (v) pay, settle, or compromise
all existing or future bills and claims which are or may be liens against the Property
or the Improvements; and (vi) take such other action, as Agent may in its sole discretion
determine, to complete the construction of the Improvements. The Company shall be
liable to Agent for all costs paid or incurred for construction of the Improvements,
and all payments made hereunder shall be deemed advances by Agent, shall be evidenced
by the Note and shall be secured by the Mortgage and any other loan document securing
the Commitment (including any amounts in excess of the Commitment).







	
 

	
 


	
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                    (D)          Right
To Employ Independent Engineer. Agent
reserves the right to employ an independent construction engineer, among other things,
to review the Project Budget, the Project Schedule and the Plans, inspect all construction
of the Improvements and the periodic progress of the same, and review all Draw Requests
and change orders, the cost therefor to be the sole responsibility of the Company
and shall be paid by the Company upon demand by Agent.


                    (E)          Indemnification
and Hold Harmless. The Company
shall indemnify and hold Farm Credit and Agent harmless from and against all liability,
cost or damage arising out of this Agreement or any other loan document or the transactions
contemplated hereby and thereby, including, without limitation, (i) any alleged
or actual violation of any Law or Project Approval relating to the Property or the
Improvements and (ii) any condition of the Property or the Improvements whether
relating to the quality of construction or otherwise and whether Agent elects to
complete construction upon an Event of Default or discontinues or suspends construction
pursuant to this Section 14. Agent may commence, appear in or defend any such action
or proceeding or any other action or proceeding purporting to affect the rights,
duties or liabilities of the parties hereunder, or the Improvements, or the Property,
or the payment of the Commitment, and the Company agrees to pay all of Agent’s costs
and expenses, including its reasonable attorneys’ fees, in any such actions. The
obligations of the Company under this Subsection 14(E) shall survive the termination
of this Agreement. As to any action or inaction taken by Agent hereunder, Agent
shall not be liable for any error of judgment or mistake of fact or law, absent
gross negligence or willful misconduct on its part. The Company’s obligation to
indemnify and hold Agent harmless hereunder will exclude any liability, cost, or
damage related to Agent’s breach of this Agreement or for Agent’s gross negligence
or willful misconduct.


          SECTION
15. Notice of Completion. Company irrevocably appoints Agent as
Company’s agent to file of record any notice of completion, cessation of labor or
any other notice that Agent deems necessary to file to protect any of the interests
of Agent. Agent, however, shall have no duty to make such filing.


          SECTION
16. Signs and Publicity. At Farm Credit’s and Agent’s request,
Company will allow Farm Credit and Agent to post signs on the Property at the construction
site for the purpose of identifying Farm Credit and Agent as the “Construction Lenders”.
At the request of Farm Credit and Agent, Company will use its best efforts to identify
Farm Credit and Agent as the construction lenders in publicity concerning the project.


          SECTION
17. Cooperation. Company will cooperate at all times with Agent
in bringing about the timely completion of the Improvements, and Company will resolve
all disputes arising during the work of construction in a manner which will allow
work to proceed expeditiously.


          SECTION
18. Events of Default. In addition to the events of default set
forth in the MLA, each of the following shall constitute an “Event of Default” hereunder:


                    (A)          Cessation
of Construction. Any cessation at any time in the construction
of the Improvements for more than thirty (30) consecutive days, except for strikes,
acts of God, or other causes beyond the Company’s control, or any cessation at any
time in construction of the Improvements for more than thirty (30) consecutive days,
regardless of the cause.







	
 

	
 


	
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                    (B)          Insufficiency
of Loan Proceeds. Agent, in its sole discretion shall determine
that the remaining undisbursed portion of the Commitment is or will be insufficient
to fully complete the Improvements in accordance with the Plans.


          SECTION
19. Remedies Upon Default. In addition to the remedies set forth
in the MLA, upon the occurrence of and during the continuance of each and every
Event of Default:


                    Construction.
Agent may (but shall not be obligated to) take over and complete
construction of the Improvements in accordance with plans and specifications approved
by Agent with such changes as Agent may, in its sole discretion, deem appropriate,
all at the risk, cost, and expense of the Company. Agent may assume or reject any
contracts entered into by the Company in connection with the Improvements, and may
enter into additional or different contracts for services, labor, and materials
required, in the judgment of Agent, to complete the construction of the Improvements
and may pay, compromise, and settle all claims in connection with the construction
of the Improvements. All sums, including reasonable attorneys’ fees, charges, or
fees for supervision and inspection of the construction, and for any other necessary
purpose in the discretion of Agent, expended by Agent in completing the construction
of the Improvements (whether aggregating more or less than the amount of this Commitment)
shall be deemed advances made by Agent to the Company under this Commitment, and
the Company shall be liable to Agent for the repayment of such sums, together with
interest on such amounts from the date of their expenditure at the default rate
specified above. Agent may, in its sole discretion, at any time, abandon work on
the construction of the Improvements after having commenced such work, and may recommence
such work at any time, it being understood that nothing in this Section shall impose
any obligation on Agent to either complete or not to complete the construction of
the Improvements. For the purposes of carrying out the provisions of this Section,
the Company irrevocably appoints Agent, its attorney-in-fact, with full power of
substitution, to execute and deliver all such documents, pay and receive such funds,
and take such action as may be necessary, in the judgment of Agent, to complete
the construction of the Improvements.


          SECTION
20. Letters of Credit. If agreeable to Agent in its sole discretion
in each instance, in addition to loans, the Company may utilize the Commitment to
open irrevocable letters of credit for its account. Each letter of credit will be
issued within a reasonable period of time after receipt of a duly completed and
executed copy of Agent’s then current form of application or, if applicable, in
accordance with the terms of any CoTrade Agreement between the parties, and shall
reduce the amount available under the Commitment by the maximum amount capable of
being drawn thereunder. Any draw under any letter of credit issued hereafter shall
be deemed an advance under the Commitment. Each letter of credit must be in form
and content acceptable to Agent and must expire no later than the maturity date
of the loan.


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


	
 

	
 

	
 


	
 

	
EAST FORK BIODIESEL, LLC


	
 

	
 


	
 

	
By:

	



	
 

	
 

	



	
 


	
 

	
Title:

	
President