Exhibit 10.2






Exhibit 10.2




THIRD AMENDMENT TO CONSTRUCTION-TERM LOAN AGREEMENT




This Third Amendment to Construction-Term Loan Agreement (“Agreement”) is made this
1st
day of September, 2010, between MLIC Asset Holdings LLC, successor-in-interest to Outsource
Services Management, LLC, successor in interest to the Federal Deposit Insurance Corporation as
Receiver of BankFirst (“Lender”) and Iowa Renewable Energy, LLC (“Borrower”).



THE PARTIES AGREE TO THE FOLLOWING REPRESENTATIONS AND PROMISES:




1. EXISTING DEBT





	 	1.1	 	The Borrower borrowed money from BankFirst, a South Dakota state Bank (“BankFirst”)
and, in consideration thereof, delivered to BankFirst a Promissory Note, dated October 26,
2006, in the original principal amount of $34,715,000.00 (the “Note”). The Note is governed
by the terms of that certain Construction-Term Loan Agreement, dated October 26, 2006
between the Borrower and BankFirst, as amended on December 12, 2006 and March 12, 2008
(collectively, the “Loan Agreement”). This Agreement is a supplement to the Loan Agreement
and any reference herein to the Agreement shall be deemed to include the Loan Agreement.
The Borrower is engaged in business and the Note is for business purposes.







	 	1.2.	 	As security for the Note, the Borrower granted security interests, mortgages, liens or
other interests in the Borrower’s property (hereinafter referred to with all other property
of the Borrower securing the obligations owed to the Lender as the “Collateral”) pursuant
to those certain loan documents described on the attached Schedule 1.2 (hereinafter
collectively referred to as the “Collateral Documents” and sometimes hereinafter
collectively referred to with the Note and the Loan Agreement as the “Loan Documents”).







	 	1.3.	 	BankFirst sold certain participation interests in the loan evidenced by the Note (the
“Participations”) to the Lender and certain other financial institutions, (collectively,
the “Participants”). BankFirst was closed by the South Dakota Department of Banking and the
Federal Deposit Insurance Corporation was appointed as Receiver of BankFirst. The Federal
Deposit Insurance Corporation as Receiver of BankFirst assigned all of its loan servicing
rights, including rights under the Participations to Outsource Services Management, LLC
(“OSM”). The Participants (i) requested that OSM resign as the lender, nominee and paying
agent for all of the Participants under the Participations and (ii) appointed the Lender to
replace OSM under the Participations. The Lender is now the owner and holder of the Loan
Documents.







	 	1.4.	 	As of September 1, 2010, there was due and owing on the Note the principal balance of
$27,142,668.29, interest in the amount of $81,804.99, totaling $27,224,473.28, plus
interest continuing to accrue on the unpaid principal balance in the amount of $2,638.87
per day.







	 	1.5.	 	The Borrower is liable to the Lender on the Note. The Note is in default, due to,
without limitation, the Borrower’s failure to maintain those certain financial ratios set
forth in Sections 5.02 (n) through (p) of the Loan Agreement (the “Existing Defaults”).







	 	1.6.	 	The Borrower has requested, among other things, that the Lender (i) forbear from
exercising its remedies with regard to the Existing Defaults, (ii) modify payment terms and
interest rates under the Note, and (iii) release certain funds from the Debt Service
Reserve.




 


 









 












	 	1.7.	 	THE BORROWER WAIVES ANY RIGHT TO REQUIRE THE LENDER TO PURSUE ANY REMEDY OR PARTICULAR
COLLATERAL IN ANY ORDER. THE BORROWER ALSO WAIVES ALL LEGAL OR EQUITABLE DEFENSES TO
(INCLUDING ANY RIGHT OF SETOFF, RECOUPMENT OR COUNTERCLAIM) AND ANY DEFECTS IN THE LOAN
DOCUMENTS. THIS AGREEMENT DOES NOT CONSTITUTE A NOVATION AND DOES NOT DISCHARGE THE
BORROWER’S OBLIGATIONS UNDER THE LOAN DOCUMENTS EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT.







	 	1.8.	 	The Lender and Participants have made no commitment to (i) loan money to or (ii) enter
into any kind of financial accommodation with the Borrower except as expressly provided in
this Agreement.







	 	1.9.	 	Nothing in the Agreement shall modify, release or discharge the obligations of the
Borrower, any guarantor or any other person or entity under the Loan Documents and the
Lender expressly reserves all such rights. Any forbearance by the Lender to the Borrower,
any guarantor or any other person or entity shall not modify the Borrower’s obligations to
the Lender under the Loan Documents or this Agreement.






2. FORBEARANCE





	 	2.1.	 	If all of the following conditions precedent are satisfied by September 1, 2010,
without default, the Lender shall (i) forbear until February 1, 2011 (the “Termination
Date”) from exercising its remedies with regard to the Existing Defaults, (ii) modify
payment terms and interest rates under the Note, and (iii) release certain funds from the
Debt Service Reserve,







	 	2.1.1.	 	The Borrower shall have executed this Agreement and all other documents required to
be executed by it pursuant to this Agreement.







	 	2.1.2.	 	Contemporaneous with the execution of this Agreement, the Borrower shall execute and
deliver to the Lender a modification of the Note in the form attached and marked as
Exhibit 2.1.2.







	 	2.1.3.	 	The Lender’s board of directors and the other Participants shall have approved of
this Agreement in a form satisfactory to the Lender.







	 	2.1.4.	 	The Borrower shall have paid to the Lender by wire transfer the accrued but unpaid
interest that was due on the Note as of September 1, 2010, in the amount of $81,804.99.







	 	2.1.5.	 	The Borrower shall have paid to the Lender by wire transfer a nonrefundable closing
fee in the amount of One Hundred Thousand Dollars ($100,000.00).







	 	2.1.6.	 	The Borrower shall have delivered to the Lender an Assignment of its Management
Services Agreement that it entered into with WMG Services LLC dated as of January 27,
2010, in the form attached and marked as Exhibit 2.1.6.







	 	2.1.7.	 	Except for those matters to which the Lender has agreed or waived, there shall have
been no material change in the business or financial condition of the Borrower since
June 30, 2010.




 


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	 	2.1.8.	 	The Borrower shall have delivered to the Lender a copy, duly certified as of the date
of
this Agreement by its manager of (i) the resolutions of its members authorizing the
execution and delivery of this Agreement and each other document required hereunder
to be executed by it, (ii) a certificate of the name(s) of the person(s) authorized
to sign this Agreement and such other documents on its behalf, and all other
documents and certificates of it to be delivered hereunder, together with the true
signatures(s) of such person(s), (iii) all documents evidencing other necessary
limited liability company action, and (iv) all approvals or consents required, if
any, with respect to this Agreement and the other documents required to be executed
by it.







	 	2.1.9.	 	The Borrower shall have furnished to the Lender the favorable written opinion of its
legal counsel dated as of the execution of this Loan Agreement, and in a form and
substance satisfactory to the Bank and its counsel, to the effect that:







	 	(a)	 	The Borrower is a limited liability company duly organized and
validly existing under the laws of the State of Iowa and is duly qualified to
do business in such states and each other foreign jurisdiction in which the
nature of its activities or the character of its properties makes such
qualification necessary.







	 	(b)	 	The Borrower has requisite power and authority to execute and
deliver this Agreement and the documents provided for hereunder and to perform
its obligations under this Agreement and the Loan Documents.







	 	(c)	 	The execution, delivery and performance by the Borrower of this
Agreement and the other documents provided for hereunder (a) have been duly
authorized by all requisite limited liability company action and (b) will not
violate (i) the Borrower’s articles of organization or operating agreement, or
any law or regulation of the State of Iowa, or, (ii) any note, indenture,
mortgage, lease or other agreement to which the Borrower is a party or by which
it is bound.







	 	(d)	 	There is no action, suit or proceeding at law or in equity or
by or before any governmental, municipal or other agency now pending or to the
best knowledge of such counsel threatened against or affecting the Borrower or
any property or rights of the Borrower that, if adversely determined, would
materially impair the ability of the Borrower to carry on its business
substantially as now conducted.







	 	(e)	 	This Agreement and the other documents provided for hereunder
have been duly executed and constitute the valid, legal and binding obligations
of the Borrower, enforceable against the Borrower in accordance with their
terms, except as the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforceability of creditors’ rights generally.







	 	(f)	 	No authorization, consent or approval or other action by and no
notice to or filing with any governmental authority or regulatory body is
required for the due execution, delivery and performance by the Borrower of
this Agreement or the documents provided for hereunder.




 


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	 	2.2.	 	Upon satisfaction in full of all the conditions precedent set-out in Section 2.1 above:







	 	(a)	 	The Lender shall forbear until the Termination Date (February
1, 2011) from exercising its remedies under the Loan Documents with regard to
the Existing
Defaults provided that the Borrower remains in compliance with all of the terms
and conditions of this Agreement and the Loan Documents (except for the Existing
Defaults).







	 	(b)	 	The Lender shall waive until the Termination Date, the
Borrower’s- compliance with Sections 5.02(n)-(q) of the Loan Agreement.







	 	(c)	 	The Lender shall debit interest payments from the Debt Service
Reserve in accordance with the terms and conditions set forth in Section 2.4
below.







	 	(d)	 	The Note shall be deemed to be modified pursuant to Exhibit
2.1.2.







	 	(e)	 	The Loan Agreement shall be deemed to be modified pursuant to
Section 2.5 below.







	 	 	 	IF THE BORROWER FAILS TO PERFORM ALL THE CONDITIONS PRECEDENT SET OUT IN SECTION 2.1
ABOVE WITHOUT DEFAULT, THIS SECTION 2.2 AND SECTIONS 2.4 THROUGH 2.5 BELOW SHALL BE
VOID AND WITHOUT EFFECT AND THE LENDER SHALL HAVE THE RIGHT TO IMMEDIATELY PROCEED
WITHOUT NOTICE OR DEMAND WITH ALL REMEDIES AVAILABLE TO IT UNDER THE LOAN DOCUMENTS
AND THIS AGREEMENT.







	 	2.3.	 	During the term of this Agreement, the Borrower shall comply with and not be in default
(except for the Existing Defaults) of any term or condition of any of the Loan Documents,
including without limitation, the affirmative and negative covenants contained in the Loan
Agreement.







	 	2.4.	 	Commencing on September 1, 2010, and thereafter on the first day of each month
thereafter, through and including February 1, 2011, the Lender shall, without any further
notice to the Borrower, debit the Debt Service Reserve for the accrued interest due on the
Note for the prior month.







	 	2.5.	 	Upon satisfaction in full of all the conditions precedent set out in Section 2.1 above,
Section 5.02 of the Loan Agreement shall be deemed to be modified to delete Section 5.01(i)
and replace the following new Section 5.01(i):







	 	(i)	 	Commencing on September 25, 2010, and within twenty (20)
business days after the end of each month, a copy of the monthly financial
statement of Borrower that shall include the balance sheet of Borrower as at
the end of such month and related statements of income and expenses, statement
of changes in financial position, a statement of changes in capital accounts
and a statement of allocation of distribution of profits and losses of
Borrower, all in reasonable detail, prepared in accordance with GAAP (or tax
accounting reconciled to GAAP). Such statements shall be accompanied by a
Covenant Compliance Certificate in the form of Exhibit C to the Loan Agreement.




 


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And to add the following additional subparagraphs:





(u) The Borrower shall prepare and deliver to the Lender a rolling twelve month budget (the
“Budget”) in the form attached and marked as Exhibit 2.5 which shall (i) begin on September
1, 2010 and (ii) be in a form and detail satisfactory to the Lender and include, without
limitation, projections of the receipts, expenses and cash balances of the Borrower for each
month of the
following twelve months. The Budget shall be updated by the Borrower each month and be
delivered to the Lender within five (5) business days following the end of each month.




(v) On or before 5:00 p.m. on each Monday, the Borrower shall deliver to the Lender, in a
form and content detail satisfactory to the Lender, a 13-week cash flow projection in the
form attached and marked as Exhibit 2.5(v). It is the intent of the Lender that the 13 week
cash flow projection will be updated each week to account for any variances in the
Borrower’s income and expenses from the prior week.




(w) Commencing October 1, 2010, the Borrower shall pay that percentage of its monthly
earnings before interest, taxes, depreciation and amortization and less monthly principal
and interest payments on the Note (“Adjusted monthly EBITDA”) as shown on the Borrower’s
monthly financial statements into the Debt Service Reserve on or before the first day of the
following month based upon percentages shown on the table below. Such payments shall
continue until such time as the amounts debited from the Debt Service Reserve pursuant to
Section 2.4 above have been replenished.



	 	 	 
	Adjusted monthly EBITDA	 	Amount of Cash Flow Sweep
	$0 to greater than or equal to $150,000
	 	5% of adjusted EBITDA
	$150,000 to greater than or equal to $350,000
	 	7% of adjusted EBITDA
	$350,000 to greater than or equal to $550,000
	 	10% of adjusted EBITDA
	$550,000 to greater than or equal to $750,000
	 	15% of adjusted EBITDA
	Greater than $750,000
	 	25% of adjusted EBITDA







(x) Within twenty (20) business days after the end of each month the Borrower shall provide
the Lender with a Sources and Uses Statement in a form and content acceptable to the Lender
in its sole discretion.




(y) The Borrower shall not make any disbursements or withdrawals without the express consent
of the Lender.




(z) The Borrower shall maintain at all times a minimum Tangible Net Worth of not less than
Eight Million Dollars, ($8,000,000.00). As used herein “Tangible Net Worth” shall mean unit
holders’ equity less any assets representing amounts or obligations due from employees, unit
holders, insiders and any intangible assets and subordinated debt.




Intangible Assets are those assets without physical substance which are classified as having
value by carrying such value on the balance sheet of the entity claiming such value.
Intangible assets include, but are not limited to, goodwill, patents, trademarks,
organizational costs, copyrights, franchise rights, territory rights, licenses, memberships,
exploration rights, processes, and designs.



3. REPRESENTATIONS AND WARRANTIES




The Borrower represents and warrants to the Lender:




	 	3.1.	 	The financial statements of Borrower submitted with their 10Q filing with the Security
Exchange Commission are complete and correct and fairly present the financial conditions of
the Borrower as of the date of such financial statements. Since the date of such financial
statements, there has been no material adverse change in the financial conditions of the
Borrower.




 


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	 	3.2.	 	Except as otherwise disclosed in writing to the Lender prior to the execution of this
Agreement, there are no actions, suits or proceedings pending or, to the Borrower’s
knowledge, threatened against or affecting the Borrower which could result in any material
adverse change in the Borrower’s properties or assets.







	 	3.3.	 	The Borrower has filed or caused to be filed all federal, state and local tax returns
and all other governmental reports which are required to be filed and the same are true and
correct. All taxes and fees shown on such returns and reports have been paid to the extent
that they have become due.







	 	3.4.	 	Except as otherwise disclosed in writing to the Lender prior to the execution of this
Agreement, the Borrower is not in default with respect to any of the Borrower’s existing
indebtedness, obligations or liabilities.







	 	3.5.	 	This Agreement, the Loan Documents, and any documents and instruments required of the
Borrower by this Agreement are, or when executed and delivered will be, valid, binding and
enforceable in accordance with their respective terms.







	 	3.6.	 	No representation or warranty of the Borrower contained in this Agreement or in any
statement, instrument or other document furnished by the Borrower pursuant to this
Agreement or prior to this Agreement contains any untrue statement of material fact or
omits to state any material fact.







	 	3.7.	 	To the Borrower’s knowledge, with respect to the Real Estate, no reasonable basis
exists for the possible imposition of liability for clean-up, removal or other
environmental remedial response under any federal laws, including without limitation, the
Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U. S.C.
Sections 9601-9675, as amended, and the regulations promulgated thereunder, or any state or
local laws governing clean-up, remediation or removal of wastes.






ADDITIONAL PROVISIONS CONCERNING COLLATERAL





	 	4.1.	 	All the Collateral secures all obligations of the Borrower to the Lender, whether under
the Loan Documents, this Agreement or otherwise.







	 	4.2.	 	The Borrower shall defend the Collateral against all claims adverse to the interests of
the Lender and represents that there are no such claims except as otherwise disclosed in
writing to the Lender prior to the execution of this Agreement.







	 	4.3.	 	Upon forty-eight (48) hours notice, the Lender shall have the right to enter upon any
premises where any of the Collateral, or the records with respect thereto, are located. At
such times the Lender shall have the right to inspect, verify and photocopy all such
records and to inspect, appraise and document the Collateral. The Borrower hereby grants
the Lender, its agents and employees, a license to enter upon all such premises for such
purposes and otherwise ensuring compliance by the Borrower with this Agreement.




 


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EVENTS OF DEFAULT




The failure of the Borrower to perform each and every obligation under this Agreement or the Loan
Documents shall constitute a “Default”.




Upon a Default, the Lender may, in its sole discretion, exercise all of its legal and equitable
rights and its rights under this Agreement and the Loan Documents, including without limitation,
the right to recover reasonable attorney’s fees and legal expenses incurred by Lender in the
enforcement of such rights and remedies. Any repossession or retaking or sale of the Collateral
pursuant to the terms hereof shall not operate to release Borrower until full payment of any
deficiency has been made in cash. The exercise of any right by the Lender shall not estop Lender
from pursuing any other right or remedy, either successively or concurrently.




6. MISCELLANEOUS





	 	6.1.	 	The Borrower does hereby release and forever discharge the Lender, the other
Participants, the prior holders of the Loan Documents and their officers, agents and
employees, successors and assigns from all causes of action, suits, claims and demands of
every kind and character, known or unknown, without limit, including any action in law or
equity, which the Borrower has or may ever have had against the them, if the circumstances,
or any part of the circumstances, giving rise to such cause of action, suit, claim or
demand occurred prior to the date of this Agreement.







	 	 	 	This Section shall survive payment of the Note or termination of this Agreement.







	 	6.2.	 	Except as otherwise required by the Security Exchange Commission, the Borrower agrees
that the terms and conditions of this Agreement will not be disclosed in any way to any
person or persons, except to an attorney, accountant or similar professional working on
behalf of the Borrower, without written authorization of the Lender, and the Borrower
further agrees to advise any such professional that the terms and conditions of this
Agreement are not to be disclosed by that professional. Disclosure of this Agreement to the
Internal Revenue Service in conjunction with and in the filing of income tax returns on
behalf of the parties is not a violation of this Agreement.







	 	6.3.	 	The Borrower is legally responsible for any and all tax liabilities, whether federal or
state, arising out of this Agreement or any other transactions with the Lender. The
Borrower further acknowledges that the Lender, its officers, directors, employees and
agents have made no representation to the Borrower with respect to any tax liability, in
connection with or related to this Agreement, to induce the Borrower to execute this
Agreement, or with respect to any tax liabilities arising out of this transaction.







	 	6.4.	 	Time is of the essence for each provision of this Agreement in which time is an
element.







	 	6.5.	 	Acceptance of or acquiescence in any past or future course of performance under this
Agreement, the Loan Documents shall neither modify their terms nor be relevant to their
interpretation, even though the accepting or acquiescing party had knowledge of the nature
of the performance and opportunity for objection.







	 	6.6.	 	No delay or failure of the Lender in exercising any right, power or privilege
hereunder, or under the terms and provisions of the Loan Documents shall affect any such
right, power or privilege; nor shall any single or partial exercise thereof preclude any
further exercise of any other right, power or privilege. The rights and remedies of the
Lender are cumulative and are not exclusive of any rights or remedies which the Lender
would otherwise have.




 


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	 	6.7.	 	All representations, covenants and agreements of the Borrower herein shall survive this
Agreement.







	 	6.8.	 	The parties shall execute such documents as are necessary to make the Loan Documents
and this Agreement effective. The Lender’s rights under this Agreement and such additional
documents shall be in addition to Lender’s rights under the Loan Documents and not in
substitution of such rights.







	 	6.9.	 	If for any reason any provision of this Agreement shall be inoperative, the validity
and effect of the other provisions shall not be affected thereby.







	 	6.10.	 	This Agreement and the Loan Documents shall be construed under the laws of the State
of Iowa. Any action to enforce the provisions of this Agreement or the Loan Documents, or
arising from the actions of any party in connection herewith or therewith, shall be brought
in the United States District Court for the Southern District of Iowa or in the Iowa
District Court in Washington County, Iowa, except such action as may be necessary by the
Lender to protect, preserve and realize its security interest in Collateral located in
another jurisdiction. In the event there is any conflict between this Agreement and the
Loan Documents in this regard, this Agreement shall control.







	 	6.11.	 	All notices provided for in this Agreement shall be given in accordance with the terms
of the Loan Agreement.







	 	6.12.	 	The words and phrases contained in this Agreement, shall be construed as singular,
plural, masculine, feminine or neuter according to the context in which such words and
phrases appear. Unless otherwise defined, all words and phrases shall have the meaning
given to them under the Loan Documents.







	 	6.13.	 	This Agreement shall be binding upon and inure to the benefit of Borrower its
successors. The Borrower shall not have the right to assign this Agreement or the Loan
Documents.







	 	6.14.	 	The Loan Documents and this Agreement may be assigned by the Lender and all rights and
privileges of the Lender thereunder shall inure to the benefit of its successors and
assigns.







	 	6.15.	 	This Agreement and the Loan Documents are solely for the benefit of Lender and the
Borrower and nothing contained in this Agreement or the Loan Documents shall be deemed to
confer upon anyone other than Lender and Borrower any right to insist upon or to enforce
the performance or observance of any of the obligations contained herein or therein. All
conditions to the obligations of Lender hereunder are imposed solely and exclusively for
the benefit of Lender and no other person shall have standing to require satisfaction of
such conditions in accordance with their terms and no other person shall under any
circumstances be deemed to be a beneficiary of such conditions, any or all of which may be
freely waived in whole or in part by Lender if, in Lender’s sole discretion, Lender deems
it advisable or desirable to do so. Borrower and Lender intend that the relationships
created hereunder and under the Loan Documents be solely that of borrower and lender.
Nothing herein or therein is intended to create a joint venture, partnership,
tenancy-in-common, or joint tenancy relationship between Borrower and Lender.




 


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	 	6.16.	 	Any notice hereunder to the Borrower or to the Lender shall be in writing and, if
mailed, shall be deemed to be given when sent by registered or certified mail, postage
prepaid, and addressed to the Borrower or the Lender at the addresses set forth below or at
such other
addresses as the Borrower or the Lender may, by written notice, designate as its address
for purposes of notice hereunder.






	 	 	 

	The Lender:

	 	MLIC Asset Holdings LLC
	 

	 	ATTN: Doug Gibson, Director
	 

	 	4500 Westown Parkway, Suite 330A
	 

	 	West Des Moines, IA 50266
	 
	 	 
	Copy to:

	 	G. Mark Rice
	 

	 	Whitfield & Eddy, PLC
	 

	 	317 Sixth Avenue, Suite 1200
	 

	 	Des Moines, IA 50309
	 
	 	 
	To Borrower:

	 	Iowa Renewable Energy, LLC
	 

	 	ATTN: William Pim
	 

	 	1701 E. 7th Street
	 

	 	P.O. Box 2
	 

	 	Washington, IA 52353
	 
	 	 
	Copy to:

	 	Richard K. Updegraff
	 

	 	Brown Winnick Law Firm
	 

	 	666 Grand Avenue, Suite 200 Ruan Center
	 

	 	Des Moines, IA 50309







	 	6.17.	 	This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all together but one instrument.

	 
	 	6.18.	 	Headings to sections of this Agreement are descriptive only and are inserted for
convenience and are not a part of this Agreement.

	 
	 	6.19.	 	Whitfield & Eddy, P.L.C., Attorneys at Law, is acting in this matter solely as
attorneys for Lender; Brown Winnick Law Firm, Attorneys at Law, is acting in this matter as
attorneys for Borrower. Borrower is not relying on the Lender or any attorney representing
Lender for advice regarding the legal effect of this Agreement or Borrower’ obligations to
the Lender.

	 
	 	6.20.	 	This Agreement contains the entire agreement of the parties, integrates all the terms
and conditions mentioned in or incidental to this Agreement and supersedes all prior
negotiations and writings with respect to this Agreement. No modification or waiver of any
of the provisions of this Agreement shall be valid unless in writing and signed by all the
parties.






IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY
THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS
WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY
ANOTHER WRITTEN AGREEMENT. THIS NOTICE ALSO APPLIES TO ANY OTHER CREDIT AGREEMENTS, (EXCEPT
CONSUMER LOANS OR OTHER EXEMPT TRANSACTIONS) NOW IN EFFECT BETWEEN YOU AND THIS LENDER.




WE HAVE EACH READ THE FOREGOING AGREEMENT, UNDERSTAND ITS TERMS AND FREELY AND VOLUNTARILY SIGN
THIS AGREEMENT ON THE DATE WRITTEN ABOVE.



 


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	BORROWER:	 	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Iowa Renewable Energy, LLC	 	 	 	MLIC Asset Holdings LLC, a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

	/s/ Michael Bohannan
	 	 	 	By:
	Transmountain Land & Livestock Company,	 	 
	 

	Name: 	Michael Bohannan	 	 	 	 	a Montana corporation, its Manager
	 	 
	 

	Its: 	President	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By: 
	/s/ Michael Wilson	 	 
	 

	 	 	 	 	 	 	Name: 	Michael Wilson	 	 
	 

	 	 	 	 	 	 	Title: 	Vice President	 	 






 


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