**Section 6.10.3****Tangible Net Worth.**Borrower agrees to maintain minimum Tangible Net Worth(total tangible assets minus total liabilities) of not less than $40,000,000.00 effective January31, 2008, increasing to not less than $42,000,000.00 by September 30, 2008, increasing to not lessthan $45,000,000.00 by September 30, 2009 and then increasing to not less than $48,000,000.00 bySeptember 30, 2010 and thereafter.**Section 7.10****Subordinated Debt**. The Borrower will not make payments on account of anyexisting Subordinated Debt and shall not incur any additional Subordinated Debt except to theextent permissible under the agreement by which such Subordinated Debt is subordinated to the Loan.Borrower shall not amend, supplement, or otherwise modify any provisions of the Subordinated Debtagreement, and shall not refinance any portion of the subordinated debt, except on terms no lessfavorable to Borrower and Lender. Lender consents to $2,500,000.00 of subordinated debt to beincurred by Borrower for the purpose of injecting equity and improving working capital, andconsents to related subordinate liens securing said subordinated debt in accordance with the termsof subordinated debt agreements executed by members of the Borrower and approved by Lender.**Section 7.12****Distribution and Withdrawals.** Borrower will not distribute any profits, makeany loans except for extensions of trade credit in the ordinary course of business, declare or payany dividends, distribute earnings, allow any draws, or make other cash distributions to itsmembers on account of Membership Economic Interests or apply any assets to the redemption,retirement, purchase or other acquisition of any such equity interests; provided however if noEvent of Default or Potential Default shall exist following completion of Borrower’s audit for thefiscal years ending 2007 and 2008, respectively, Borrower may pay dividends and distributionswithin 120 days following the close of the prior fiscal year, not to exceed 40% of the net profitfor said previous fiscal year less all payments on subordinated debt, so long as Borrower remainsin compliance with required financial covenants on a post distribution basis. For fiscal yearsending 2009 and thereafter, Borrower may pay dividends and distributions which exceed 40% of thenet profit if Borrower has made the Excess Cash Flow payment for said fiscal year and so long asBorrower remains in compliance with required financial covenants on a post distribution basis.**The Borrowing Base Report Exhibit D is amended as attached hereto.**Borrower hereby represents and warrants to the Lender that, after giving effect to this Amendment,(*i*) no Default or Event of Default exists under the Credit Agreement or any of the other LoanDocuments and (*ii*) the representations and warranties set forth in the Credit Agreement are trueand correct in all material respects as of the date hereof (except for those which expressly relateto an earlier date).Borrower hereby ratifies the Credit Agreement as amended and acknowledges and reaffirms (*i*) that itis bound by all terms of the Credit Agreement applicable to it and (*ii*) that it is responsible forthe observance and full performance of its respective obligations.Borrower hereby certifies that the person(s) executing this Amendment on behalf of Borrower is/areduly authorized to execute such document on behalf of Borrower and that there have been no changesin the name, ownership, control, organizational documents, or legal status of the Borrower sincethe last application, loan, or loan servicing action; that all resolutions, powers and authoritiesremain in full force and effect, and that the information provided by Borrower is and remains trueand correct.This Amendment may be executed by the parties hereto in several counterparts, each of which shallbe deemed to be an original and all of which shall constitute one and the same agreement. Deliveryof executed counterparts of this Amendment by telecopy shall be effective as an original and shallconstitute a representation that an original shall be delivered.THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THESTATE OF NEBRASKA.This Amendment shall be binding upon and inure to the benefit of the parties hereto and theirrespective successors and assigns.
 
 

 
IN WITNESS WHEREOF, the parties hereto have set their hand effective the day and year first abovewritten.**The Internal Revenue Service does not require your consent to any provision of this document otherthan the following certification required to avoid backup withholding. Under penalties of perjury,I/we certify that the Taxpayer Identification Number shown herein is correct and that I/we am/arenot subject to backup withholding either because I/we are exempt, have not been notified that I/weare subject to backup withholding due to failure of reporting interest or dividends, or theInternal Revenue Service has notified me/us that I/we am/are no longer subject to backupwithholding. I/we am/are a U.S. person (including U.S. resident alien):****E Energy Adams, LLC 20-2627531****BORROWER**:**E Energy Adams, LLC**     By: /s/ Jack L. Alderman Jack L. Alderman, President       By: /s/ Dennis L. Boesiger         Dennis L. Boesiger, Secretary  Address for Notice: 510 Main Street, Adams, NE 68301**LENDER**:**Farm Credit Services of America, FLCA**