Exhibit 10.4


 


EXECUTION COPY


 


THIRD
SUPPLEMENT

TO THE 

MASTER CREDIT AGREEMENT 


(2007 Expansion Loan Facility)


 


THIS THIRD SUPPLEMENT TO THE MASTER AGREEMENT  (“Third Supplement”) is made and entered into
as of August 10, 2007, by and between GREAT PLAINS ETHANOL, LLC, d/b/a POET
Biorefining – Chancellor, a South
Dakota limited liability company, and AGCOUNTRY FARM CREDIT SERVICES,
FLCA, a federal land credit association organized under the Farm Credit Act of
1971, as amended. This Third Supplement supplements the Master Credit Agreement
between Lender and Borrower dated as of even date herewith (as the same may be
amended, restated, supplemented or otherwise modified (other than by
Supplements entered into pursuant to Section 1.02 thereof) from time to
time, the “Master
Agreement”).


 


RECITALS:


 


Borrower has requested and Lender has approved a $70
million multiple advance credit facility for the purpose of financing a portion
of Project Costs (as defined below) related to the expansion of Borrower’s
ethanol production plant (such credit facility hereafter referred to as the “2007 Expansion Facility”).


 


Upon satisfaction of certain conditions, Advances made
under the 2007 Expansion Facility will be converted to a term loan and repaid
in accordance with the terms of this Third Supplement and the other Loan
Documents.


 


AGREEMENT:


 


1.                                      Definitions.
Capitalized terms used and not otherwise defined in this Third Supplement have
the meanings attributed to them below or in the Master Agreement. Definitions
in this Third Supplement control over inconsistent definitions in the Master
Agreement, but only to the extent the defined terms apply to Loans under this
Third Supplement. Definitions set forth in the Master Agreement control for all
other purposes. As used in this Third Supplement, the following terms have the
following meanings:


 


“2007
Expansion Loan” means the sum of all Advances made pursuant to
this Third Supplement.


 


“2007
Expansion Loan Commitment Amount” means the lesser
of (a) $70,000,000, and (b) 60% of Borrower’s net book value as determined as
of any quarterly reporting period.


 


“2007
Expansion Loan Documents” means this Third Supplement, the
Disbursing Agreement, the 2007 Expansion Loan Note, and all other draw
requests, agreements, documents, certificates, and instruments related to the
2007 Expansion Facility.


 


“2007
Expansion Loan Maturity Date” means the earlier of
(a) April 1, 2016 and (b) the date on which the Obligations have been declared
or have automatically become due and payable, whether by acceleration or
otherwise.


 

















 


“2007
Expansion Loan Note”
means the 2007 Expansion Loan Note made by Borrower payable to the order of
Lender, dated the date hereof, in the initial aggregate principal amount of
$70,000,000 in substantially the form of Exhibit 3A attached hereto.


 


“2007
Expansion Loan Repayment Period” means the period beginning on
the Loan Conversion Date and continuing through the 2007 Expansion Loan
Maturity Date.


 


“Closing Date” means
August 10, 2007, for purposes of this Third Supplement.


 


“Construction Agreement”
means the Agreement Between Owner and Design Builder between Borrower and POET Design
and Construction, Inc. formerly known as Broin Research, Inc., assignee of
Broin and Associates, Inc. dated effective August 28, 2006, and the Agreement
Between Owner and Design Builder between Borrower and POET Design and
Construction, Inc. dated effective May 9, 2007, including all exhibits thereto,
as amended, restated, supplemented or otherwise modified from time to time.


 


“Construction Costs”  means Borrower’s cost of purchasing
real property for the Project, designing and engineering the improvements
contemplated in connection with the Project, preparing the site, and
constructing the buildings and purchasing and installing equipment related to
the Project and other construction or real estate-related costs listed on the
sources and uses of funds statement presented to and approved by Lender as
amended, restated, supplemented or otherwise modified and approved by Lender
from time to time.


 


“Construction Plans”
means the final working plans for completion of the Project set forth in the
Construction Agreement, including all drawings, specifications, details and
manuals thereunder.


 


“Disbursing Agent”
is initially Homestead Escrow and Exchange Company, and in the event Homestead
Escrow and Exchange Company ceases to act as Disbursing Agent, the Disbursing
Agent will be a Person selected by Lender who succeeds to such duties under the
Disbursing Agreement.


 


“Disbursing Agreement” means the
Disbursing Agreement dated as of the date hereof among Lender, Borrower and the
Disbursing Agent, as amended, restated, supplemented or otherwise modified from
time to time.


 


“Draw Request” has the meaning set forth in Section 5(a) of this
Third Supplement.


 


“Funding Period” means the
period from the date of this Third Supplement to the earliest of (a) the
Required Completion Date, (b) the date the 2007 Expansion Loan Commitment
Amount is fully drawn, and (c) the date all Obligations outstanding under the Agreement
have been declared or have automatically become due and payable (whether by
acceleration or otherwise).


 


“Inspecting Engineer”
means the architectural, engineering or other consultant firm retained by
Lender, at Borrower’s cost, to conduct on-site inspections of the
work-in-progress related to the Project, and to issue periodic reports to
Lender as to progress of construction and adherence to the Construction Plans. BKBM
Engineering, Inc. will be the Inspecting Engineer


 


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initially, and in the
event BKBM Engineering, Inc. ceases to perform the functions of Inspecting
Engineer, Lender will select a replacement Inspecting Engineer to perform the
duties described in the previous sentence.


 


“Interest Election”
has the meaning set forth in Section 8 of this Third Supplement.


 


“Interest Period”
has the meaning set forth in Section 8 of this Third Supplement.


 


“LIBOR”
means the one month London interbank rate reported on the tenth day of the
month by the Wall Street Journal
from time to time in its daily listing of money rates, defined therein as “the
average of interbank offered rates for dollar deposits in the London market
based on quotations at five major banks.” 
If a one month LIBOR rate is not reported on the tenth day of such
month, the one month LIBOR rate reported on the first Business Day preceding
the tenth day of such month will be used. If this index is no longer available,
Lender will select a new index which is based on comparable information.


 


“Loan
Conversion Date” means the earlier of (i) the date Lender
acknowledges that Substantial Completion of the Project has occurred, and (ii)
the Required Completion Date.


 


“Margin” means
three percentage points (3.00%) (300 basis points) as the same may be adjusted
pursuant to Section 8(c) of this Third Supplement.


 


“Project”
means the expansion of Borrower’s existing dry milling ethanol plant near
Chancellor, South Dakota, including the construction of additional storage
facilities for corn, which, upon completion of the expansion, will be capable
of producing, not less than 100 million gallons of fuel grade ethanol per year,
and related byproducts of dried, high protein, distillers grains with solubles,
together with all necessary and appropriate fixtures, equipment, attachments,
and accessories, as described in the Construction Plans, to be constructed on
the Real Estate.


 


“Project Costs”  means
without duplication, the Construction Costs plus the other costs listed on the
sources and uses of funds statement presented to and approved by Lender, as
such statement may be amended, restated, supplemented or otherwise modified
from time to time.


 


“Required
Completion Date”  means August
1, 2008.


 


“Substantial Completion”
means the occurrence of all of the following events with respect to the
Project: (a) all improvements related to the Project are completed in
accordance with the Construction Plans and are paid for in full, free of all
mechanic’s, labor, materialmen’s and other similar Lien claims; (b) said
completion has been certified by the Inspecting Engineer and the Borrower, and
no material punch-list items remain to be completed; (c) all applicable
requirements of any Governmental Authority and all private restrictions and
covenants have been complied with or satisfied and that unconditional
certificates of occupancy (if required by a Governmental Authority) for all of
such improvements have been issued; (d) Borrower has obtained all permits,
licenses, and other authorizations required by a Governmental Authority for
construction of the Project and operation of Borrower’s business, and entered
into all agreements necessary or appropriate to operate the plant contemplated
by the Project at maximum capacity;


 


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(e) all insurance
required pursuant to the Loan Documents is in full force and effect; and (f)
Borrower has assigned all Material Contracts to Lender.


 


“Sworn Construction Cost
Statement” means the itemized and certified statement of actual
and estimated costs of the Project broken out into individual subcontracts,
signed and sworn to by Borrower, as the same may be revised in accordance with Section
5(d) of this Third Supplement.


 


“Title
Company” means Dakota Homestead Title Insurance Company.


 


“Variable
Rate” has the meaning set forth in Section 8
of this Third Supplement.


 


2.                                      Effect of Third Supplement. This
Third Supplement, along with the Master Agreement and the other 2007 Expansion
Loan Documents, sets forth the terms of the 2007 Expansion Facility and 2007
Expansion Loan.


 


3.                                      Conditions Precedent. Lender
will have no obligation to make an Advance under this Third Supplement until
each of the following conditions precedent is satisfied or waived in accordance
with Section 8.02 of the Master Agreement:


 


(a)                                  Lender
has received all fees and other amounts due and payable on or prior to the date
hereof, including the fees set forth in the fee letter between Borrower and
Lender dated May 21, 2007, and all other fees and amounts for reimbursement or
payment of all out-of-pocket expenses required to be reimbursed or paid by
Borrower pursuant to any Loan Document or any other agreement with Lender;


 


(b)                                 Lender
has received this Borrower’s counterpart of this Third Supplement and the 2007
Expansion Loan Note duly executed and delivered by Borrower;


 


(c)                                  Lender
has received the Disbursing Agreement duly executed and delivered by Borrower
and Disbursing Agent;


 


(d)                                 Lender
has received Borrower’s counterparts of the Master Agreement and all Loan
Documents contemplated thereby, in each case duly executed and delivered by
Borrower, as well as all other duly executed and delivered instruments,
agreements, opinion letters, and documents as Lender may require;


 


(e)                                  Borrower
has provided documents and evidence satisfactory to Lender that the sum of (1)
and (2) below is equal to at least $23,000,000:


 


(1)                            Indebtedness
permitted under Section 6.01(c) of the Master Agreement which is fully,
unconditionally, and irrevocably committed; and


 


(2)                            amounts previously expended on Project Costs.


 


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(f)                                    the
representations and warranties set forth in the Master Agreement are true and
correct in all material respects as of the date hereof;


 


(g)                                 all
conditions precedent in the Master Agreement and each other Loan Document have
been satisfied;


 


(h)                                 no
Default or Event of Default has occurred and is continuing; and


 


(i)                                     Lender
has received in form, substance, and detail satisfactory to Lender in all
respects an executed copy of the Construction Agreement and each agreement with
a subcontractor (to the extent separately requested by Lender), together with
(A) a copy of the site plan, (B) a schedule listing all subcontracts relating
to the Project, and such other contracts, subcontracts and schedules as Lender
may request, (C) a work progress schedule showing estimated completion time for
each phase of the Project construction, (D) the Sworn Construction Cost
Statement, duly executed by Borrower, including a reconciliation of actual
costs incurred to-date against budgeted amounts, (E) a copy of each permit and
each other building permit, license and other agreement that Borrower is
required by law to obtain in connection with the Project, together with a
schedule of all other necessary licenses and permits which must be obtained in
order to occupy and operate a dry mill ethanol production facility (at maximum
capacity in accordance with the Construction Plans) on the Real Estate where
the Project will be built, and (F) a soil report related to the Real Estate where
the Project will be built, certified by a registered engineer acceptable to
Lender, including structural design recommendations in form and substance
satisfactory to Lender;


 


4.                                      Basic Terms.                       During
the Funding Period, Borrower may borrow and prepay, but may not re-borrow, in
accordance with the terms and conditions of the Agreement and the other Loan
Documents, 2007 Expansion Loans from time to time in amounts up to the 2007
Expansion Loan Commitment Amount. The aggregate principal amount outstanding under
the 2007 Expansion Facility may not exceed the 2007 Expansion Loan Commitment
Amount at any time. Borrower may not borrow during the continuance of a Default
or Event of Default.


 


5.                                      Procedure for Advances, Loan Requirements.


 


(a)                                  Draw Request. During the Funding Period, Borrower
may from time to time request an Advance by providing Lender written notice
substantially in the form of Exhibit 3B attached hereto (a “Draw Request”). The amount requested
in any Draw Request must be at least $100,000. Each Draw Request will be
irrevocable and must be received by Lender no later than 11:00 a.m. (Fargo,
North Dakota time) five Business Days prior to the requested funding date
(which must be a Business Day). Each
Draw Request will constitute a certification, representation and warranty that
the conditions precedent for an Advance under the Master Agreement and the
Disbursing Agreement have been satisfied and that no


 


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Material Contract has been entered into other than those which are
subject to a Collateral Assignment in favor of Lender or which Lender has
agreed in writing that no Collateral Assignment will be required. Each Advance
will be disbursed through the Disbursing Agent pursuant to the terms and
conditions of the Disbursing Agreement, which is hereby incorporated herein by
reference, and the terms and conditions of the Master Agreement. The proceeds
of all Advances under this Third Supplement will be used solely for funding
Project Costs.


 


(b)                                 Other Advances. Notwithstanding anything herein to
the contrary, Lender may (without obligation), at any time and from time to
time, make an Advance without first receiving a Draw Request and apply the
proceeds of such Advance to pay any interest, fees or other amount owing to
Lender, release charges under prior mortgages and security interests, or legal
fees or other costs payable by Borrower in connection with the Loan Documents
or the Project.


 


(c)                                  Funding Account. Unless otherwise
authorized by Lender, each Advance taken for the purpose of funding
Construction Costs will be disbursed by wire transfer to a deposit account of
the Disbursing Agent established for the sole purpose of funding Construction
Costs (and other Project Costs at Lender’s option). All Advances will be
considered received by Borrower upon their receipt by Disbursing Agent in its
deposit account.


 


(d)                                 Cost Information.
All disbursements will be based on the detailed breakdown of Project Costs set
forth on the Sworn Construction Cost Statement. If Borrower becomes aware of
any change in Project Costs that would increase the total cost of the Project
by more than $3,000,000 (in the aggregate along with previous such cost
increases) above the amount shown on the Sworn Construction Cost Statement, Borrower
will immediately notify Lender in writing and promptly submit to Lender for its
approval a revised Sworn Construction Cost Statement. In such an event, no
additional Advance will be made until Lender approves the revised Sworn
Construction Cost Statement.


 


(e)                                  Loan in Balance, Deposit of Funds by Borrower.
Whenever Borrower determines that the sum of the un-disbursed portion of the
2007 Expansion Loan Commitment Amount will not be sufficient to fully complete
the Project in accordance with the Construction Plans, whether such deficiency
is the result of changes in the Construction Plans or otherwise, Borrower will
deposit in an escrow fund to be established with Lender an amount equal to the
amount of the deficiency as determined by Lender. Borrower will deposit such
funds within three days following such determination. No further Advances will
be disbursed until those funds are deposited by Borrower in the escrow fund.


 


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(f)                                    Additional Security. Borrower irrevocably
assigns to Lender and grants to Lender a security interest in, as additional
security for the performance of the Obligations, its interest in all funds held
by the Disbursing Agent pursuant hereto or the Disbursing Agreement, whether or
not disbursed, all funds deposited by Borrower with Lender, all reserves,
including deferred payments, deposits, refunds, cost savings, and payments of
any kind relating to the construction of the Project and, to the extent
assignable, all governmental permits obtained for the lawful construction of
the Project.


 


(g)                                 Suspension of Construction. If Lender
determines that any work or materials do not conform to the Construction Plans
or applicable law, or otherwise departs from any of the requirements of this
Third Supplement or any other Loan Document, Lender may require the work to be
stopped and withhold disbursement of Advances until the matter is corrected. In
such event, Borrower will promptly correct the work to Lender’s satisfaction. No
such action by Lender will affect Borrower’s obligation to complete the Project
on or before the Required Completion Date.


 


(h)                                 Borrower
will cause the Project to be completed no later than the Required Completion
Date.


 


6.                                      Conditions to Each Advance. The
obligation of Lender to make any Advance is subject to the satisfaction of the
following conditions:


 


(a)                                  Lender
has received a timely Draw Request and it has been approved by the Inspecting
Engineer;


 


(b)                                 at
the time of and immediately after giving effect to such Advance, no Default or
Event of Default exists;


 


(c)                                  all
representations and warranties of Borrower set forth in the Loan Documents are
true and correct in all material respects on and as of the date of such Advance
before and after giving effect thereto, except for such representations and
warranties that relate solely to an earlier period;


 


(d)                                 since
the date of the most recent financial statements of Borrower delivered to
Lender in accordance with Section 4.01 of the Master Agreement,
there has been no change which has had or could reasonably be expected to
result in a Material Adverse Effect; and


 


(e)                                  each
of the conditions for an Advance set forth in the Disbursing Agreement has been
satisfied.


 


7.                                      Deliveries
Prior to Loan Conversion. As
soon as possible, but in any event prior to the Loan Conversion Date, Borrower
will provide the following to Lender:


 


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(a)                                  a
certificate by an appropriate Responsible Officer, certifying as to occurrence
of each item listed in the definition of Substantial Completion, along with
such supporting evidence as Lender may require;


 


(b)                                 copies
of all Material Contracts not previously delivered to Lender, along with fully
executed Collateral Assignments of such Material Contracts;


 


(c)                                  to
the extent specifically requested by Lender, copies of all warranties from
suppliers covering materials, equipment and appliances included within the
Project;


 


(d)                                 three
copies of an “as-built” survey of the Real Estate which conforms with Lender’s
and Title Company’s requirements; and


 


(e)                                  such other documents, instruments, and
certificates as Lender may request.


 


8.                                      Interest Rate.


 


(a)                                  Prior
to the Loan Conversion Date, interest on the 2007 Expansion Loan shall accrue
at a variable interest rate equal to LIBOR plus the Margin (the “Variable
Rate”). During the 2007 Expansion Loan Repayment Period,
Borrower may elect (an “Interest
Election”), from time to time, any one or more of the Variable
Rate or a fixed or adjustable interest rate available from Lender at the time
of the election. The elected rate must be applied to amounts of not less than
$1,000,000 owing on the 2007 Expansion Loan, as set forth below, and interest
on such amounts shall accrue at such rate selected by Borrower during the
related interest period (an “Interest Period”).
Interest shall accrue at the Variable Rate for any portion of the 2007
Expansion Loan Repayment Period for which no Interest Election is in effect. The
rates available to Borrower for election will be based on Lender’s cost of
funds plus the Margin in effect from time to time.


 


(b)                                 To
make an Interest Election, Borrower will give Lender prior written notice (or
telephonic notice promptly confirmed in writing) of its Interest Election, in
the form of Exhibit 3C attached hereto, no later than five (5) Business
Days prior to the desired effective date (which shall be a Business Day) of
such election. Borrower may make such Interest Elections at any time and from
time to time, without penalty, except as otherwise provided in the Loan
Documents; provided, that Borrower may not elect an interest rate in
which the related Interest Period for such interest rate would extend beyond
the 2007 Expansion Loan Maturity Date. Borrower acknowledges that the terms of
the Agreement may require Borrower to pay a prepayment premium. Lender will
determine the rate of interest in effect from time to time pursuant to this Section
8(b) and will notify Borrower of the same, in writing, upon any request


 


8

















 


by Borrower. Lender’s
determination of the rate of interest hereunder shall be deemed conclusive,
absent manifest error.


 


(c)                                  The
Margin applicable to the 2007 Expansion Loan will be reduced by (x) twenty-five
basis points (0.25%) per annum at such time as Borrower has reached and
maintained an Owners’ Equity Ratio of 55%, and (y) an additional twenty-five
basis points (0.25%) per annum at such time as Borrower has reached and
maintained an Owners’ Equity Ratio of 60%. Such reductions will be applied from
the date of receipt of Borrower’s audited financial statements pursuant to Section
4.01(a) of the Master Agreement. For purposes of this paragraph, Borrower’s
Owners’ Equity Ratio will be based on audited financial statements after taking
into account such adjustments as necessary to reflect reductions resulting from
the annual dividend declaration. Subsequent to any Margin reduction pursuant to
this Section 8, the Margin applicable to the 2007 Expansion Loan will be
increased by (x) 25 basis points (0.25%) per annum if Borrower’s Owners’ Equity
Ratio falls below 60% as of any quarterly period following application of any
reduction in the Margin pursuant to this paragraph, and (y) an additional 25
basis points (0.25%) per annum (for a total increase of 50 basis points) if
Borrower’s Owners’ Equity Ratio falls below 55% as of any such quarterly
period.


 


9.                                      Loan Payments.


 


(a)                                  During Construction. During the Funding
Period, Borrower will pay in arrears, not later than the first day of each month,
accrued and unpaid interest at the Variable Rate based on the daily balance of
the 2007 Expansion Loan outstanding during the related monthly period.


 


(b)                                 During Repayment Period. During the 2007
Expansion Loan Repayment Period, Borrower will pay in arrears on the first day
of each quarter (beginning on July 1, 2008) through and including the 2007
Expansion Loan Maturity Date (consisting of 32 quarterly payments), equal
quarterly payments of principal plus accrued interest with a balloon payment on
the 2007 Expansion Loan Maturity Date. Lender will determine the amount of such
quarterly principal payments on the Loan Conversion Date based on the total
principal sum advanced divided by 32. All remaining principal, accrued and
unpaid interest, and other Obligations related to the 2007 Expansion Loan are
due and payable on the 2007 Expansion Loan Maturity Date.


 


10.                               Prepayment Fees. In addition
to the prepayment provisions set forth in the Master Agreement, in the event
the 2007 Expansion Loan is paid, in whole or in part, at any time prior to the
2007 Expansion Loan Maturity Date, whether voluntarily or involuntarily
(including any prepayment effected by Lender’s exercise of any right to
accelerate), or if Borrower changes its Interest Election under Section 8
of this Third Supplement with respect to the 2007 Expansion Loan prior to the
end of the related Interest Period, Borrower shall pay to Lender a prepayment


 


9

















 


fee in an amount which would result in Lender being
made whole (on a present value basis) for the actual or imputed funding losses
incurred by Lender as a result of such early repayment. Such fees will be
calculated in accordance with methodology established by Lender (a copy of
which will be made available to the Borrower upon request). This prepayment fee
is due and payable immediately upon receipt of any such prepayment. The 2007
Expansion Loan Commitment Amount will be permanently reduced by the amount of
any prepayments made hereunder. Borrower agrees that this prepayment fee is
paid as a fee for the right to prepay and not liquidated damages or a penalty.


 


11.                               Unused Commitment Fee. Borrower will pay Lender, on the
first day of each calendar quarter in arrears, unused commitment fees equal to
40 basis points (0.40%) per annum of the un-drawn amount of the 2007 Expansion
Loan Commitment Amount during the period beginning on the date of the first
Advance under the 2007 Expansion Loan Facility and continuing for the balance
of the Funding Period.


 


12.                               Reliance. Borrower will not
rely on reports relating to the Project generated for the benefit of Lender for
any purpose whatsoever. Borrower is responsible for making its own inspections
of the Project during the course of construction and will satisfy itself that
the work performed and the materials furnished conform with its contracts. By
making Advances after inspection of the Project, Lender will not be deemed to
have waived any Default or Event of Default, or the right to require the
correction of construction defects or to have acknowledged that the
construction (as to quality or value of work performed or material furnished)
conforms with the Construction Plans.


 


13.                               Inspections. Borrower
is responsible for making inspections during the course of construction and will
determine to its own satisfaction that the work done or materials supplied by
the contractors to whom payment is to be made out of each Draw Request has been
properly done or supplied in accordance with the applicable contracts with such
contractors. If any work done or materials supplied by a contractor are not
satisfactory to Borrower, Borrower will immediately notify Lender in writing of
such fact. It is expressly understood and agreed that Lender or its authorized
representative may conduct such inspections of the Real Estate and improvements
thereon as it may deem appropriate for the protection of Lender’s interest,
and, specifically, the Inspecting Engineer may, at the option of Lender and at
the expense of Borrower, conduct such periodic inspections, prepare such
written progress reports during the period of construction and prepare such
written reports upon completion of the Project as Lender may request. Any
inspections made by Lender or its representative will be made, and all
certificates issued by Lender’s representative will be issued, solely for the
benefit and protection of Lender, and Borrower will not rely thereon.


 


14.                               Construction. Borrower will
not become a party to any contract for the performance of any work related to
the Project or for the supplying of any labor, materials or services for the
construction of improvements that would have the effect of increasing the costs
of the Project more than $3,000,000 (in the aggregate with previous such cost
increases) above those set forth in the Sworn Construction Cost Statement,
except in such amounts and upon such terms and with such parties as are
approved in writing by Lender. No approval by Lender of any contract or change
order will make Lender responsible for the adequacy, form or content of such
contract or change order. Borrower will expeditiously complete and fully pay
for the


 


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development and construction of the Project in a good
and workmanlike manner and in accordance with the contracts, subcontracts and
Construction Plans submitted to Lender and in compliance with all applicable
requirements of all Governmental Authorities, and any covenants, conditions,
restrictions and reservations applicable thereto, so that Substantial Completion
occurs on or before the Required Completion Date. Borrower assumes full
responsibility for the compliance of the Construction Plans and the Project
with all requirements of all Governmental Authorities and with sound building
and engineering practices, and notwithstanding any approvals by Lender, Lender
has no obligation or responsibility whatsoever for the Construction Plans or
any other matter incident to the Project or construction related to the Project.
Borrower will correct or cause to be corrected (a) any defect in improvements
related to the Project, (b) any departure from the Construction Plans or any
requirements of any Governmental Authorities, and (c) any encroachment by any
part of any structure located on the Real Estate on any building line,
easement, property line or restricted area. Borrower will cause all roads
necessary for the efficient operation of the plant contemplated by the Project
to be completed and dedicated (if dedication thereof is required by any
Governmental Authority), the bearing capacity of the soil on the Real Estate to
be made sufficient to support all improvements thereon, and sufficient local
utilities to be made available to the Project and installed at costs (if any)
set out in the Sworn Construction Cost Statement, on or before the Required
Completion Date. No work may be performed pursuant to any change order or
pending change order to the Construction Plans prior to delivery thereof to
Lender.


 


15.                               Additional Remedies Upon Event of Default During
Construction. Upon the occurrence of an Event of Default prior
to the date Substantial Completion occurs, and at any time thereafter during
the continuance of such event, Lender may, in addition to all other available
remedies, enter upon Borrower’s property and proceed either in
its own name or in the name of Borrower (which authority is coupled with an
interest and is irrevocable by Borrower) to complete the Project or cause the
Project to be completed, at the cost and expense of Borrower. If Lender elects
to complete or cause the Project to be completed, it may do so according to the
Construction Plans or according to such changes, alterations or modifications
in and to the Construction Plans as Lender deems appropriate. Lender may
enforce or cancel all contracts of Borrower relating to construction and enter
into other contracts which Lender deems advisable in its sole judgment. Borrower
will forthwith turn over and duly assign to Lender, as Lender may from time to
time require, contracts relating to construction and installation of
improvements related to the Project, the Construction Plans, blueprints, shop
drawings, bonds, building permits, bills and statements of accounts pertaining
to the Project, whether paid or not, and any other instruments or records in
the possession of Borrower pertaining to the Project. Borrower will pay to
Lender, on demand, any amount or amounts expended by Lender in so completing
construction of the Project, together with any costs, charges, or expenses
incident thereto or resulting therefrom. In the event that a proceeding is
instituted against Borrower for recovery and reimbursement of any amount
expended by Lender in connection with the completion of construction of the
Project, a statement of such expenditures, verified by the affidavit of an
officer of Lender, will be prima facie evidence of the amounts so expended and
of the propriety of and necessity for such expenditures, and the burden of
proving to the contrary will be upon Borrower. Lender may apply the undisbursed
amount of the 2007 Expansion Loan Commitment Amount to bring about the
completion of construction of the Project and to pay the costs thereof; and if
such funds are insufficient, in Lender’s sole judgment, to complete
construction of the Project, Borrower agrees to promptly deliver and pay to
Lender amounts as


 


11

















 


Lender may from time to time demand for the purpose of
completing construction of the Project or of paying any liability, charge or
expense which may have been incurred or assumed by Lender under or in
performance of this First Supplement or any other Loan Document. It is
expressly understood and agreed that in no event will Lender be obligated or
liable in any way to complete the Project or to pay for any Project Costs.


 


16.                               Representation
as to Real Estate. The exterior lines of the improvements related to
the Project are, and at all times will be, within the boundary lines of the
Real Estate, and Borrower has examined, is familiar with, and is in compliance
with all applicable covenants, conditions, restrictions and reservations and
with all applicable requirements of all Governmental Authorities, including
without limitation, building codes and zoning, environmental, hazardous
substance, energy and pollution control laws, ordinances and regulations
affecting the Project.


 


17.                               Counterparts.
This document may be executed in one or more counterparts, each of which shall
be deemed to be an original, but all of which taken together shall be one and
the same document.


 


SIGNATURE
PAGE FOLLOWS


 


12

















 


IN WITNESS WHEREOF,
the parties have caused this Third Supplement to be duly executed by their
respective authorized officers as of the day and year first written above.


 


	
   

  	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GREAT PLAINS
  ETHANOL, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Darrin Ihnen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Darrin Ihnen

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AGCOUNTRY FARM
  CREDIT SERVICES,

  FLCA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Randolph L. Aberle

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Randolph L.
  Aberle

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


SIGNATURE PAGE TO THIRD
SUPPLEMENT TO


MASTER CREDIT AGREEMENT


 

















EXHIBIT 3A

2007 EXPANSION LOAN

NOTE


 


	
  $70,000,000

  	
   

  	
  Fargo, North Dakota

  
	
   

  	
   

  	
  August 10, 2007

  



 


FOR VALUE RECEIVED, the undersigned, Great Plains
Ethanol, LLC, d/b/a POET Biorefining – Chancellor, a South Dakota limited
liability company (“Borrower”), hereby promises
to pay to the order of AgCountry Farm Credit Services, FLCA (together with any
subsequent holder hereof, “Lender”) or its successors and assigns, at
Post Office Box 6020, 1900 44th Street South, Fargo, North Dakota 58108, (a) on the 2007 Expansion Loan
Maturity Date (as defined in the Master
Credit Agreement between Borrower and Lender dated as of August 10, 2007 and
the Third Supplement to the Master Credit Agreement  (2007 Expansion Loan Facility) between
Borrower and Lender dated the same date (as the same may be amended, restated,
supplemented or otherwise modified from time to time), collectively known as
the “Credit
Agreement”), the principal sum of Seventy Million
and No/100 Dollars ($70,000,000.00) or so much of the unpaid principal amount
of the 2007 Expansion Loan (as defined in the Credit Agreement) as has advanced
by Lender to Borrower pursuant to the Credit Agreement, and (b) on each date
specified in the Credit Agreement prior to the 2007 Expansion Loan Maturity
Date, the principal amount of the 2007 Expansion Loan payable to Lender on such
date as specified therein, in lawful money of the United States of America in
immediately available funds, and to pay interest on the unpaid principal amount
thereof from time to time outstanding, in like funds, at said office, at the
rate or rates per annum and payable on such dates as provided in the Credit
Agreement. Borrower also promises to pay Default Interest (as defined in the
Credit Agreement), on demand, on the terms and conditions set forth in the
Credit Agreement. In addition, should legal action or an attorney-at-law be
utilized to collect any amount due hereunder, Borrower further promises to pay
all costs of collection, including the reasonable attorneys’ fees of Lender.


 


All borrowings evidenced by this 2007 Expansion Loan
Note and all payments and prepayments of the principal hereof and the date
thereof shall be recorded by Lender in its internal records; provided,
that the failure of Lender to make such a notation or any error in such
notation will not affect the obligations of Borrower to make the payments of
principal and interest in accordance with the terms of this 2007 Expansion Loan
Note and the Credit Agreement.


 


This 2007 Expansion Loan Note is issued in connection
with, and is entitled to the benefits of, the Credit Agreement which, among
other things, contains provisions for the acceleration of the maturity hereof
upon the happening of certain events, all upon the terms and conditions therein
specified.


 


THIS 2007 EXPANSION LOAN NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NORTH DAKOTA AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.


 


	
   

  	
   

  	
  GREAT
  PLAINS ETHANOL, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Darrin Ihnen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Darrin Ihnen

  
	
   

  	
   

  	
  Title:

  	
  President

  
						



 


1

















EXHIBIT 3B


Form of

Draw Request


 


[Date]


 


AgCountry
Farm Credit Services, FLCA


Post
Office Box 6020


1900 44th Street South


Fargo, North Dakota 58108


Attention:  Randolph L. Aberle


 


Dear Sir:


 


Reference is made to the Master Credit Agreement and
Third Supplement thereto, each dated as of August 10, 2007 (as amended,
restated, supplemented or otherwise modified from time to time and in effect on
the date hereof, the “Credit Agreement”),
between the undersigned as Borrower, and AgCountry Farm Credit Services, FLCA as Lender. Terms
defined in the Credit Agreement are used herein with the same meanings. This
notice constitutes a Draw Request, and Borrower hereby requests an Advance
under the Credit Agreement, and in that connection Borrower specifies the
following information with respect to the Construction Borrowing requested
hereby:


 


(A)                              Principal
amount of the requested Advance(1):


 


(B)                                Date
of the requested Advance (which is a Business Day)


 


Attached hereto are each of the documents requested by
Lender in support of satisfaction of the requirements specified in the
Disbursing Agreement.


 


The Borrower hereby represents and warrants that the
conditions for an Advance specified in the Credit Agreement have been
satisfied.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  GREAT PLAINS ETHANOL, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


 






(1)             Not less than
$100,000.


 


1

















 


EXHIBIT 3C


Form of


Interest Election


 


[date]


 


AgCountry Farm Credit
Services, FLCA


Post Office Box 6020


1900 44th Street South


Fargo, North Dakota 58108


Attention:  Randolph L. Aberle


Dear Sir:


 


Reference is made to the
Master Credit Agreement and Third Supplement thereto, each dated as of August 10,
2007 (as amended, restated, supplemented or otherwise modified from time to
time and in effect on the date hereof, the “Credit
Agreement”), between the undersigned, as Borrower, and AgCountry
Farm Credit Services, FLCA, as Lender. Terms defined in the Credit Agreement
are used herein with the same meanings. This notice constitutes an Interest
Election pursuant to Section 8 of the Third Supplement to the Master
Credit Agreement, and Borrower hereby elects the [choose interest rate] for
application to $                              (1)
in principal amount now outstanding under the 2007 Expansion Loan, and in that
connection Borrower specifies the following information with respect to the
amount to be converted or continued as requested hereby:


 


The effective date
of election (which is a Business Day):                               (2).


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  GREAT
  PLAINS ETHANOL, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 






(1)                                  Not
less than $5,000,000 and in additional $1,000,000 increments in the case of the
Fixed Rate.


(2)                                  At
least 5 Business Days following the date hereof.


 


1