##### 



Exhibit 10.50
 EXECUTION VERSION
 
 SENIOR CREDIT AGREEMENT
 dated as of November 20, 2007
 among
 SOUTHWEST GEORGIA ETHANOL, LLC
as Borrower,
 THE LENDERS REFERRED TO HEREIN,
 WESTLB AG, NEW YORK BRANCH,
as Administrative Agent for the Lenders,
 WESTLB AG, NEW YORK BRANCH  as Collateral Agent for the Senior Secured Parties,
 and
 WESTLB AG, NEW YORK BRANCH,
as Sole Lead Arranger, Bookrunner and Syndication Agent




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##### 



PageARTICLE I DEFINITIONS AND INTERPRETATION
    
    
    1Section 1.01 Defined Terms
    
    
    1Section 1.02 Principles of Interpretation
    
    
    1Section 1.03 UCC Terms
    
    
    2Section 1.04 Accounting and Financial Determinations
    
    
    2ARTICLE II COMMITMENTS AND FUNDING
    
    
    3Section 2.01 Construction Loans
    
    
    3Section 2.02 Term Loans
    
    
    3Section 2.03 Working Capital Loans
    
    
    4Section 2.04 Notice of Fundings
    
    
    4Section 2.05 Funding of Loans
    
    
    5Section 2.06 Evidence of Indebtedness
    
    
    6Section 2.07 Termination or Reduction of Commitments
    
    
    7Section 2.08 Extension of Working Capital Loan Commitments
    
    
    8ARTICLE III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
    
    
    9Section 3.01 Repayment of Construction Loan Fundings
    
    
    9Section 3.02 Repayment of Term Loan Fundings
    
    
    9Section 3.03 Repayment of Working Capital Loan Fundings
    
    
    10Section 3.04 Interest Payment Dates
    
    
    11Section 3.05 Interest Rates
    
    
    11Section 3.06 Default Interest Rate
    
    
    13Section 3.07 Interest Rate Determination
    
    
    13Section 3.08 Computation of Interest and Fees
    
    
    13Section 3.09 Optional Prepayment
    
    
    14Section 3.10 Mandatory Prepayment
    
    
    15Section 3.11 Time and Place of Payments
    
    
    16Section 3.12 Fundings and Payments Generally
    
    
    17Section 3.13 Fees
    
    
    18Section 3.14 Pro Rata Treatment
    
    
    18Section 3.15 Sharing of Payments
    
    
    19Section 3.16 Termination of Interest Rate Protection Agreement in Connection with Any Prepayment
    
    
    19
  ii




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##### 



PageARTICLE IV EURODOLLAR RATE AND TAX PROVISIONS
    
    
    20Section 4.01 Eurodollar Rate Lending Unlawful
    
    
    20Section 4.02 Inability to Determine Eurodollar Rates
    
    
    21Section 4.03 Increased Eurodollar Loan Costs
    
    
    21Section 4.04 Obligation to Mitigate
    
    
    22Section 4.05 Funding Losses
    
    
    22Section 4.06 Increased Capital Costs
    
    
    23Section 4.07 Taxes
    
    
    23Section 4.08 Replacement of Lender
    
    
    25ARTICLE V REPRESENTATIONS AND WARRANTIES
    
    
    25Section 5.01 Organization; Power; Compliance with Law and Contractual Obligations
    
    
    26Section 5.02 Due Authorization; Non-Contravention
    
    
    26Section 5.03 Governmental Approvals
    
    
    27Section 5.04 Investment Company Act
    
    
    28Section 5.05 Validity
    
    
    28Section 5.06 Financial Information
    
    
    28Section 5.07 No Material Adverse Effect
    
    
    29Section 5.08 Project Compliance
    
    
    29Section 5.09 Litigation
    
    
    29Section 5.10 Sole Purpose Nature; Business
    
    
    29Section 5.11 Contracts
    
    
    29Section 5.12 Collateral
    
    
    32Section 5.13 Ownership of Properties
    
    
    33Section 5.14 Taxes
    
    
    33Section 5.15 Patents, Trademarks, Etc
    
    
    34Section 5.16 ERISA Plans
    
    
    34Section 5.17 Property Rights, Utilities, Supplies Etc
    
    
    34Section 5.18 No Defaults
    
    
    34Section 5.19 Environmental Warranties
    
    
    35Section 5.20 Regulations T, U and X
    
    
    36Section 5.21 Accuracy of Information
    
    
    36Section 5.22 Indebtedness
    
    
    37Section 5.23 Separateness
    
    
    37Section 5.24 Required LLC Provisions
    
    
    37Section 5.25 Subsidiaries
    
    
    37Section 5.26 Foreign Assets Control Regulations, Etc
    
    
    37Section 5.27 Solvency
    
    
    38Section 5.28 Legal Name and Place of Business
    
    
    38Section 5.29 No Brokers
    
    
    38Section 5.30 Insurance
    
    
    38Section 5.31 Accounts
    
    
    38
  iii




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##### 



PageARTICLE VI CONDITIONS PRECEDENT
    
    
    38Section 6.01 Conditions to Closing and First Funding of Construction Loans
    
    
    38Section 6.02 Conditions to All Construction Loan Fundings
    
    
    50Section 6.03 Conditions to Term Loan Funding
    
    
    52Section 6.04 Conditions to Working Capital Loan Fundings
    
    
    54Section 6.05 Conditions to All Fundings
    
    
    55ARTICLE VII COVENANTS
    
    
    58Section 7.01 Affirmative Covenants
    
    
    58Section 7.02 Negative Covenants
    
    
    70Section 7.03 Reporting Requirements
    
    
    77ARTICLE VIII DEFAULT AND ENFORCEMENT
    
    
    83Section 8.01 Events of Default
    
    
    83Section 8.02 Action Upon Bankruptcy
    
    
    90Section 8.03 Action Upon Other Event of Default
    
    
    90Section 8.04 Application of Proceeds
    
    
    91ARTICLE IX THE AGENTS
    
    
    92Section 9.01 Appointment and Authority
    
    
    92Section 9.02 Rights as a Lender or Interest Rate Protection Provider
    
    
    94Section 9.03 Exculpatory Provisions
    
    
    94Section 9.04 Reliance by Agents
    
    
    96Section 9.05 Delegation of Duties
    
    
    96Section 9.06 Resignation or Removal of Agent
    
    
    97Section 9.07 No Amendment to Duties of Agent Without Consent
    
    
    98Section 9.08 Non-Reliance on Agent and Other Lenders
    
    
    98Section 9.09 No Lead Arranger or Bookrunner Duties
    
    
    98Section 9.10 Collateral Agent May File Proofs of Claim
    
    
    98Section 9.11 Collateral Matters
    
    
    99Section 9.12 Copies
    
    
    100Section 9.13 No Liability for Clean-up of Materials of Environmental Concern
    
    
    100ARTICLE X MISCELLANEOUS PROVISIONS
    
    
    101Section 10.01 Amendments, Etc
    
    
    101Section 10.02 Applicable Law; Jurisdiction; Etc
    
    
    102Section 10.03 Assignments
    
    
    105Section 10.04 Benefits of Agreement
    
    
    108Section 10.05 Consultants
    
    
    108Section 10.06 Costs and Expenses
    
    
    109Section 10.07 Counterparts; Effectiveness
    
    
    109Section 10.08 Indemnification by the Borrower
    
    
    110
  iv




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##### 



PageSection 10.09 Interest Rate Limitation
    
    
    111Section 10.10 No Waiver; Cumulative Remedies
    
    
    112Section 10.11 Notices and Other Communications
    
    
    112Section 10.12 Patriot Act Notice
    
    
    115Section 10.13 Payments Set Aside
    
    
    115Section 10.14 Non-Recourse
    
    
    116Section 10.15 Right of Setoff
    
    
    116Section 10.16 Severability
    
    
    116Section 10.17 Survival
    
    
    117Section 10.18 Treatment of Certain Information; Confidentiality
    
    
    117Section 10.19 Waiver of Consequential Damages, Etc
    
    
    118Section 10.20 Waiver of Litigation Payments
 SCHEDULES
 Schedule 2.01
    
    CommitmentsSchedule 5.03
    
    Necessary Project ApprovalsPart A
    
    First Funding Project ApprovalsPart B
    
    Deferred ApprovalsSchedule 5.11
    
    Existing ContractsPart A
    
    Necessary Project ContractsPart B
    
    Deferred ContractsSchedule 5.12(c)
    
    Security FilingsSchedule 5.13
    
    Site DescriptionSchedule 5.14
    
    Tax Returns Not Filed or Taxes Not PaidSchedule 5.19
    
    Exceptions to Environmental WarrantiesSchedule 5.24
    
    Required LLC ProvisionsSchedule 5.29
    
    Finders, Advisory, Brokers or Investment Banking FeesSchedule 6.01(v)
    
    Construction BudgetSchedule 6.02(a)(v)
    
    Drawdown ScheduleSchedule 7.01(h)
    
    InsuranceSchedule 10.11(a)
    
    Notice Information
 EXHIBITS
 Exhibit A
    
    Defined TermsExhibit B
    
    Form of Construction NotesExhibit C
    
    Form of Term NotesExhibit D
    
    Form of Working Capital NotesExhibit E
    
    Form of Construction Loan Funding NoticeExhibit F
    
    Form of Conversion Date Funding NoticeExhibit G
    
    Form of Working Capital Loan Funding Notice
  v




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##### 



Exhibit H
    
    Lender StatementSection 881(c)(3)(A) of the CodeExhibit I
    
    Form of Insurance Consultants CertificateExhibit J-1
    
    Form of Independent Engineers Closing CertificateExhibit J-2
    
    Form of Independent Engineers CertificateExhibit K
    
    Financial ModelExhibit L
    
    Form of Operating StatementExhibit M
    
    Form of Blocked Account AgreementExhibit N
    
    Form of Borrowing Base CertificateExhibit O
    
    Form of Interest Period NoticeExhibit P
    
    Form of Debt Service LC Waiver LetterExhibit Q-1
    
    Form of Final Completion Certificate by Independent EngineerExhibit Q-2
    
    Form of Final Completion Certificate by BorrowerExhibit R
    
    Form of Lender Assignment Agreement
  vi




---



##### 



Agreement Borrower
 RECITALS
      Defined Terms Exhibit A
 Principles of Interpretation




---



##### 



UCC Terms
 Accounting and Financial Determinations
  2




---



##### 



Construction Loans Construction Loan provided
   Term Loans Term
Loan provided however
    3




---



##### 



Working Capital Loans Working Capital Loan provided however
   Section 2.03(a)
 Notice of Fundings Section 2.04
  4




---



##### 



Section 2.04
 Funding of Loans Section 2.05(d) Section 2.04 (Notice of Fundings) provided however
 Section 4.04 (Obligation to Mitigate)
 Section 2.05(d) provided
  5




---



##### 



Section 2.05(d)
 Evidence of Indebtedness Section
10.03(c) (Assignments)
  6




---



##### 



Section 2.06(a)
 Termination or Reduction of Commitments
   Section 3.09 (Optional
Prepayment) Section 3.10 (Mandatory Prepayment)
 Section 8.02 (Action Upon Bankruptcy) Section 8.03 (Action Upon
Other Event of Default)
  7




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##### 



provided
 Section 3.09(d)(ii)(B) (Optional Prepayment)
 Section 3.10(f)(ii) or (iii) (Mandatory Prepayment)
  Renewal of Working Capital Loan commitments Section 10.01 (Amendments, Etc.) Section 2.08
  8




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##### 



Repayment of Construction Loan Fundings Section 3.01
 Section
3.01(c)
 Section 8.04 (Application of Proceeds) pro rata
 Repayment of Term Loan Fundings Section 3.09 (Optional Prepayment) Section 3.10 (Mandatory Prepayment) Section 2.07(b) or (e) (Termination or Reduction of Commitments)
  9




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##### 



Term Loans
 Quarterly PaymentDate
    

Principal Amount1
    
    US$
    1,500,0002
    
    US$
    1,500,0003
    
    US$
    1,500,0004
    
    US$
    1,500,0005
    
    US$
    1,500,0006
    
    US$
    1,500,0007
    
    US$
    1,500,0008
    
    US$
    1,500,0009
    
    US$
    1,500,00010
    
    US$
    1,500,00011
    
    US$
    1,500,00012
    
    US$
    1,500,00013
    
    US$
    1,500,00014
    
    US$
    1,500,00015
    
    US$
    1,500,00016
    
    US$
    1,500,00017
    
    US$
    1,500,00018
    
    US$
    1,500,00019
    
    US$
    1,500,00020
    
    US$
    1,500,00021
    
    US$
    1,500,00022
    
    US$
    1,500,00023
    
    US$
    1,500,000Final Maturity Date
    
    US$
    65,500,000
 Section 3.02(a)
 Repayment of Working Capital Loan Fundings Section 3.03
  10




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##### 



Section 8.04
(Application of Proceeds) pro rata
 Interest Payment Dates
 (i)
    
    on the Maturity Date for such Loan;(ii)
    
    on each Interest Payment Date for such Loan; and(iii)
    
    with respect to any Loan, on any date when such Loan is
prepaid hereunder.
   Interest Rates
  11




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##### 



Section
3.05(b)
   Section 3.05(b) ARTICLE IV (Eurodollar Rate and Tax Provisions)
  12




---



##### 



Default Interest Rate
  Section 8.01(a) (Events of Default  Nonpayment) Section 3.06(a) Default Rate
 Interest Rate Determination
 Computation of Interest and Fees
 provided
  13




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##### 



Optional Prepayment
  Section 3.09 Section 3.09 Section 4.05 (Funding Losses)
 Section 3.09
 (i)
    
    in the case of a prepayment of Construction Loans or Term
Loans, to the Construction Loans or Term Loans, as the case may be,
pro rata among the Construction/Term Lenders based on their
respective outstanding principal amounts of Construction Loans or Term
Loans, as the case may be, on the date of such prepayment (and then, in the
case of the Term Loans, to the remaining outstanding installments of
principal of the Term Loans under Section 3.02(a) (Repayment of Term
Loan Fundings) in inverse order of maturity).(ii)
    
    in the case of a prepayment of Working Capital Loans:
 (A)
    
    first, to the Working Capital
Loans, pro rata among the Working Capital Lenders in
proportion to their respective principal amounts of outstanding
Working Capital Loans; and(B)
    
    second, if all outstanding Working
Capital Loans have been paid in full and at Borrowers option, to
reduce the Working
Capital Loan Commitment by depositing an amount equal to such
reduction in the Working Capital Reserve Account.
  14




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##### 



Section 3.09
 Mandatory Prepayment
 (i)
    
    to prepay the Loans upon receipt by the Borrower of
Insurance Proceeds as and to the extent required pursuant to
Sections 12.01(d)(ii) or 12.01(e) of the Accounts Agreement;(ii)
    
    to prepay the Loans upon receipt by the Borrower of
Condemnation Proceeds, as and to the extent required pursuant to
Sections 12.01(d)(ii) or 12.01(e) of the Accounts Agreement;(iii)
    
    to prepay the Loans upon receipt of any Project Document
Termination Payments, as and to the extent required pursuant to
Section 13.01(b)(ii)(B) of the Accounts Agreement;(iv)
    
    to prepay the Loans upon receipt of proceeds of any asset
disposal (other than proceeds received from the sale of Products) that are
not used for replacement as and to the extent required pursuant to
Section 13.01(b)(i)(B) of the Accounts Agreement; and(v)
    
    upon payment in full of all outstanding Construction
Loans or Term Loans, as the case may be, to prepay in full of all
outstanding Working Capital Loans within ninety (90) days thereof.
 tenth twelfth
 thirteenth
   15




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##### 



Section 3.10 Section 4.05 (Funding Losses)
 Section 3.10 Section 3.10(d))
 (i)
    
    first, to the Construction Loans or Term Loans,
as the case may be, pro rata among the Construction/Term
Lenders based on their respective outstanding principal amounts of
Construction Loans or Term Loans, as the case may be, on the date of such
prepayment (and then, in the case of the Term Loans, to the remaining
outstanding installments of principal of the Term Loans under Section
3.02(a) in inverse order of maturity);(ii)
    
    second, if all outstanding Construction Loans or
Term Loans, as the case may be, have been paid in full, to the Working
Capital Loans, pro rata among the Working Capital Lenders in
proportion to their respective principal amounts of outstanding Working
Capital Loans (and the Aggregate Working Capital Loan Commitment shall be
reduced in each case by an amount equal to the amount so applied); and(iii)
    
    third, if all outstanding Working Capital Loans
have been paid in full, to the Working Capital Reserve Account (and the
Aggregate Working Capital Loan Commitment shall be reduced by an amount
equal to the amount so applied).
 Section 3.10 Section 3.10(d)
 Time and Place of Payments
  16




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##### 



Fundings and Payments Generally Section 3.12 Section 3.12
    17




---



##### 



Fees Commitment Fee
   Treatment Section 4.01 (Eurodollar Rate Lending Unlawful) ,
 Section 3.09 (Optional Prepayment) Section 3.10
(Mandatory Prepayment) ARTICLE IV (Eurodollar Rate and Tax Provisions)
  18




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##### 



Sharing of Payments ARTICLE IV (Eurodollar Rate and Tax Provisions) pro rata provided however Section 3.15 Section 10.15 Right of Setoff
 Section 3.15 Section 3.15
 Termination of Interest Rate Protection Agreement in Connection with Any
Prepayment Section 3.09 (Optional Prepayment) Section 3.10 (Mandatory Prepayment)
  19




---



##### 



Eurodollar Rate Lending Unlawful Section 4.04 (Obligation to Mitigate) Section 4.05 (Funding Losses)
 Section 4.01(a)
   20




---



##### 



Inability to Determine Eurodollar Rates Section
4.02(a)(i) (iii) Section 4.02(a)(ii)
 Section 4.02(a)
 Increased Eurodollar Loan Costs Section 4.07 (Taxes) Section 4.03 Section 4.03 Section
4.03 provided
  21




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##### 



Obligation to Mitigate Section
4.01 (Eurodollar Rate Lending Unlawful) Section 4.03 (Increased Eurodollar Loan Costs) Section 4.06 (Increased Capital Costs) Section 4.07 (Taxes)
  Section 4.03 (Increased Eurodollar Loan
Costs) Section 4.06 (Increased Capital Costs)
 Funding Losses Section 3.09 (Optional Prepayment) Section 3.10 (Mandatory Prepayment) Section 4.01(a) Eurodollar Rate Lending
Unlawful
  22




---



##### 



Increased Capital Costs
 Taxes
 Payments Free of Taxes provided Section 4.07
 Payment of Other Taxes by the Borrower Section 4.07(a)
  23




---



##### 



Indemnification by the Borrower Section 4.07
 Evidence of Payments
 Foreign Lenders Section 10.03
(Assignments) Non-U.S. Lender Exhibit H Section
4.07 Section 4.07 Section 10.03 (Assignments) Section 4.07(e)
  24




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##### 



Replacement of Lender Section 4.03 (Increased Eurodollar Loan Costs) Section 4.06 (Increased Capital
Costs) Section 4.07(a) (Taxes  Payments Free of Taxes) provided Section 4.04 (Obligation To
Mitigate) Section 4.03
(Increased Eurodollar Loan Costs) Section 4.06 (Increased Capital Costs) Section 4.07(a) (Taxes  Payments Free of Taxes) Section 4.05
(Funding Losses) Section 10.03(b) (Assignments) Section 4.03 (Increased
Eurodollar Loan Costs) Section 4.06 (Increased Capital Costs) Section 4.07(a)
(Taxes  Payments Free of Taxes)
   ARTICLE
V Section 5.12(a)
(Collateral) Section 5.12(b)(i)(B) (Collateral)
  25




---



##### 



Organization; Power; Compliance with Law and Contractual Obligations Section 5.01
 Due Authorization; Non-Contravention
       26




---



##### 



Governmental Approvals
  (i)
    
    all material Governmental Approvals that are required to
be obtained by the Borrower in connection with (A) the due execution,
delivery and performance by it of the Transaction Documents to which it is a
party, (B) the ownership, use, construction and operation of the Project as contemplated by the
Transaction Documents, and (C) the grant by the Borrower and the Pledgor
of the Liens granted under the Security Documents and the validity,
perfection and enforceability thereof (the Necessary Project
Approvals) are listed in Schedule 5.03;(ii)
    
    the Necessary Project Approvals listed in Part A
of Schedule 5.03 have been obtained, are in full force and effect,
are final and Non-Appealable and (A) are properly issued in the name of the
appropriate Person or (B) the Loan Parties have taken all actions necessary
for the transfer or reissuance to the Borrower of such Necessary Project
Approvals as set forth in Part A of Schedule 5.03;(iii)
    
    the Necessary Project Approvals listed in Part B
of Schedule 5.03 are not required under applicable Laws to be
obtained prior to the Closing Date (collectively, the Deferred
Approvals) and are ministerial in nature or are of a type that can be
obtained, as required, in the normal course of development and construction
of the Project; and(iv)
    
    Part B of Schedule 5.03 specifies the
date by which, or stage of construction or operation for which, each
Deferred Approval included therein is required to be obtained.
  Schedule 5.03
  27




---



##### 



Part B Schedule 5.03
 Schedule 5.03
 Investment Company Act
 Validity
 Financial Information
  28




---



##### 



No Material Adverse Effect
 Project Compliance
  Litigation
  Sole Purpose Nature; Business
 Contracts
  (i)
    
    all contracts, agreements, instruments, letter
agreements, or other documents to which the Borrower is a party or by which
it or any of its properties is bound as of the date hereof (other than the
Financing Documents), including the Project Documents, and all documents
amending, supplementing, interpreting or otherwise modifying or clarifying
such contracts, agreements, instruments, letter agreements, understandings
and other documents are listed in Schedule 5.11, other than any such
contracts (A) that have a term of less than 1 (one) year, (B) under which
the Borrower could not reasonably be expected to have obligations,
liabilities or revenues equal to or in excess of one hundred thousand
Dollars ($100,000) per year individually or two hundred fifty thousand
Dollars ($250,000) per year in the aggregate and, (C) in each of
cases (A) and (B), the termination of which could not reasonably be
expected to result in a Material Adverse Effect;
  29




---



##### 



(ii)
    
    all contracts, agreements, instruments, letter
agreements, or other documents that are required to be obtained by the
Borrower in connection with the construction and operation of the Project as
contemplated by the Transaction Documents (collectively, the Necessary
Project Contracts) are listed in Schedule 5.11, other than any
such contracts (A) that have a term of less than 1 (one) year, (B) under
which the Borrower could not reasonably be expected to have obligations,
liabilities or revenues equal to or in excess of one hundred thousand
Dollars ($100,000) per year individually or two hundred fifty thousand
Dollars ($250,000) per year in the aggregate and, (C) in each of cases (A)
and (B), the termination of which could not reasonably be expected to result
in a Material Adverse Effect;(iii)
    
    the Necessary Project Contracts listed in Part A
of Schedule 5.11 have been obtained and are in full force and
effect;(iv)
    
    the Necessary Project Contracts listed in Part B
of Schedule 5.11 are not required to be obtained prior to the
Closing Date (collectively, the Deferred Contracts) and have not
yet been obtained; and(v)
    
    Part B of Schedule 5.11 specifies the
date by which, or stage of construction or operation for which, each
Deferred Contract included therein is required to be in effect.
  (i)
    
    to the knowledge of the Borrower, as of the date(s) made
or deemed repeated (except with respect to representations and warranties
that expressly refer to an earlier date), all representations, warranties
and other factual statements made by each Material Project Party (A) in each
Financing Document to which such Material Project Party is a party are true
and correct in all material respects (or, in the case of any representation
and warranty containing any materiality qualification, in all respects) and
(B) in each Project Document to which such Material Project Party is a party
are true and correct except where the failure of
such representations and warranties to be so true and correct would not,
individually or in the aggregate, result in a Material Adverse Effect;
  30




---



##### 



(ii)
    
    there are no material contracts, agreements, instruments
or documents between the Borrower and any other Person relating to the
Borrower or the Project other than (i) the Transaction Documents, (ii) the
agreements listed in Schedule 5.11, and (iii) any other agreements
permitted by this Agreement;(iii)
    
    there have been no Change Orders under the Design-Build
Agreement, other than (A) those existing on the date hereof that have been
provided to the Administrative Agent and (B) those entered into after the
date hereof in accordance with Section 7.02(m) (Negative Covenants -
Project Documents); and(iv)
    
    all conditions precedent to the obligations of the
respective parties under the Project Documents that have been executed as of
the date this representation is made or deemed repeated have been satisfied
or waived by the parties thereto, except for such conditions precedent that
do not and cannot be satisfied until a later stage of development of the
Project, and the Borrower has no reason to believe that any such condition
precedent (other than any condition precedent that can be waived by the
Borrower without any material adverse result) cannot be satisfied on or
prior to the commencement of the appropriate stage of development of the
Project.
  Schedule 5.11
  31




---



##### 



Collateral
  Schedule 5.12(c) Schedule 5.12(c)
  32




---



##### 



Ownership of Properties
      Taxes Schedule 5.14
   33




---



##### 



Patents, Trademarks, Etc
 ERISA Plans
 Property Rights, Utilities, Supplies Etc
  No Defaults
  34




---



##### 



Environmental Warranties Schedule 5.19
 Schedule 5.03
      35




---



##### 



Regulations T, U and X Section 5.20
 Accuracy of Information
    36




---



##### 



Indebtedness pari passu
  Separateness
  Schedule 5.24
 Required LLC Provisions Required LLC Provisions Schedule 5.24
 Subsidiaries
 Foreign Assets Control Regulations, Etc
  (i)
    
    is not and will not become a Person or entity described
by Section 1 of Executive Order 13224 of September 24, 2001 Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten to
Commit, or Support Terrorism (12
C.F.R. 595), and the Borrower does not engage in dealings or transactions
with any such Persons or entities; and
 (ii)
    
    is not in violation of the Patriot Act.
  37




---



##### 



Solvency
 Legal Name and Place of Business
  No Brokers Section
3.13 (Fees) Schedule 5.29
 Insurance Schedule 7.01(h) Schedule 7.01(h)
 Accounts
  38




---



##### 



Reorganization
 Securities Acts
   Conditions to Closing and First Funding of Construction Loans Section 6.02 (Conditions to All Construction Loan
Fundings) Section 6.05 (Conditions to All Fundings)
 Delivery of Financing Documents
 (i)
    
    this Agreement;(ii)
    
    if requested by any Construction/Term Lender, the
original Construction Note of each such Lender, duly executed and delivered
by an Authorized Officer of the Borrower in favor of such Construction/Term
Lender;(iii)
    
    if requested by any Working Capital Lender, the original
Working Capital Note of each such Lender, duly executed and delivered by an
Authorized Officer of the Borrower in favor of such Working Capital Lender;
  39




---



##### 



(iv)
    
    the Accounts Agreement;(v)
    
    the Intercreditor Agreement;(vi)
    
    the Security Agreement;(vii)
    
    the Pledge Agreement;(viii)
    
    the Mortgage;(ix)
    
    the Blocked Account Agreement(s); and(x)
    
    the Fee Letters.
 Project Documents; Contracts; Consents
 (ii)
    
    Unless the Administrative Agent agrees otherwise in
writing, the Administrative Agent shall have received a Consent, in form and
substance reasonably satisfactory to the Administrative Agent, with respect
to each Major Project Document (except for the Payment Bond and the
Performance Bond) in effect on the Closing Date.
 Delivery of Documents Evidencing Subordinated Debt Documents
 Officers Certificates
 (i)
    
    a duly executed certificate of an Authorized Officer of
the Borrower certifying that (A) all conditions set forth in this
Section 6.01 have been satisfied on and as of the Closing Date and
(B) all representations and warranties made by the Borrower in this
Agreement and each other Financing Document to which the Borrower is a party
are true and correct on and as of the Closing Date (except with respect to
representations and warranties that expressly refer to an earlier date);
  40




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(ii)
    
    a duly executed certificate of an Authorized Officer of
the Borrower certifying that (A) the copies of each Project Document and
each other document delivered pursuant to Section 6.01(b) are true,
correct and complete copies of such document, (B) each such Project Document
or other document is in full force and effect and no term or condition of
any such Project Document or other document has been amended from the form
thereof delivered to the Administrative Agent, (C) each of the conditions
precedent set forth in each Project Document or other document delivered
pursuant to Section 6.01(b) that is required to be satisfied on or
before the Closing Date has been satisfied or waived by the parties thereto
(with, in the case of any material waiver under any Major Project Document,
the approval of the Administrative Agent, which will not be unreasonably
withheld, conditioned or delayed), and (D) no material breach, material
default or material violation by the Borrower, or to the knowledge of the
Borrower, by any Major Project Party under any such Major Project Document
or other document has occurred and is continuing;(iii)
    
    a duly executed certificate of an Authorized Officer of
the Borrower certifying that (A) the copies of each Subordinated Debt
Document delivered pursuant to Section 6.01(c) are true, correct and
complete copies of such document, (B) each such Subordinated Debt Document
is in full force and effect and no term or condition thereof has been
amended from the form thereof delivered to the Administrative Agent,
(C) each of the conditions precedent set forth in each Subordinated Debt
Document delivered pursuant to Section 6.01(c) that is required to
be satisfied on or before the Closing Date has been satisfied or waived by
the parties thereto with the prior written consent of the Administrative
Agent, and (D) no material breach, material default or material violation by
the Borrower, or to the knowledge of the Borrower, by any party to any such
Subordinated Debt Document has occurred and is continuing; and(iv)
    
    a duly executed certificate of an Authorized Officer of
the Pledgor certifying that all representations and warranties made by the
Pledgor in the Pledge Agreement and each other Financing Document to which
the Pledgor is a party are true and correct on and as of the initial Funding
Date (except with respect to
representations and warranties that expressly refer to an earlier date).
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Resolutions, Incumbency, Organic Documents
 (i)
    
    satisfactory resolutions of its members, managers or
directors, as the case may be, then in full force and effect authorizing the
execution, delivery and performance of each Transaction Document to which it
is party and the consummation of the transactions contemplated therein;(ii)
    
    the incumbency and signatures of those of its officers
and representatives duly authorized to execute and otherwise act with
respect to each Financing Document to which it is party; and(iii)
    
    such Persons Organic Documents, which shall be in form
and substance reasonably satisfactory to the Administrative Agent and, in
the case of the Borrower, shall include the Required LLC Provisions, and in
every case certifying that (A) such documents are in full force and effect
and no term or condition thereof has been amended from the form thereof
delivered to the Administrative Agent and (B) no material breach, material
default or material violation thereunder has occurred and is continuing.
 Authority to Conduct Business
 (i)
    
    the Borrower is duly authorized as a limited liability
company to carry on its business, and is duly formed, validly existing and
in good standing in each jurisdiction in which it is required to be so
authorized; and(ii)
    
    the Pledgor is duly authorized as a limited liability
company to carry on its business, and is duly organized, validly existing
and in good standing in each jurisdiction in which it is required to be so
authorized.
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Opinions of Counsel Section 6.01(g)
 (i)
    
    the opinion of Baker & McKenzie, New York counsel to the
Loan Parties;(ii)
    
    the opinion of The Millsaps Law Firm, Georgia counsel to
the Loan Parties;(iii)
    
    the opinion of Troutman Sanders LLP, Georgia counsel to
the Loan Parties;(iv)
    
    the opinion of Minnesota, Iowa and Kansas counsel to the
Loan Parties;(v)
    
    the opinion of counsel to the Bond Trustee;(vi)
    
    the opinion of bond counsel for the Mitchell County
Development Authority;(vii)
    
    the opinion of Minnesota and New York counsel to the
Design-Build Contractor;(viii)
    
    the opinion of Kansas counsel to the Technology License Provider;(ix)
    
    the opinion of South Carolina counsel to the Grain
Broker;(x)
    
    the opinion of Tennessee counsel to the Ethanol Marketer;(xi)
    
    the opinion of Iowa counsel to the Ethanol Market Guarantor;(xii)
    
    the opinion of Georgia counsel to the Gas Supplier;(xiii)
    
    the opinion of Georgia counsel to Georgia Power Company;
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Lien Search; Perfection of Security
 (i)
    
    completed requests for information or lien search
reports, dated a date after the date hereof, and no more than ten (10) days
(or such other time period reasonably acceptable to the Administrative
Agent) before the Closing Date, listing all effective UCC financing
statements, fixture filings or other filings evidencing a security interest
filed in Georgia and any other jurisdictions reasonably requested by the
Administrative Agent that name the Borrower or the Pledgor as a debtor,
together with copies of each such UCC financing statement, fixture filing or
other filings, which shall show no Liens other than Permitted Liens;(ii)
    
    UCC financing statements and other filings and
recordations (including fixture filings), in proper form for filing in all
jurisdictions that the Administrative Agent may deem necessary or desirable
in order to perfect and protect the first-priority Liens and security
interests created under the Security Documents (subject to Permitted Liens)
covering the Collateral described therein, and each such UCC financing
statement and other filing or recordation shall be duly filed on or prior to
the Closing Date;(iii)
    
    mortgage release and UCC termination statements, in
proper form for filing in all jurisdictions that the Administrative Agent
may deem necessary or desirable, terminating the existing mortgage and all
existing UCC financing statements and fixture filings covering the
Collateral relating to the Existing Plant Debt, and such mortgage release
and each such UCC termination statement shall be duly filed on the initial
Funding Date;(iv)
    
    the original certificates representing all Equity
Interests in the Borrower shall have been delivered to the Collateral Agent,
in each case together with a duly executed irrevocable proxy and a duly
executed transfer power in the forms attached to the Pledge Agreement; and(v)
    
    with respect to the Borrower and the Project, evidence of
the making (which may be on the Closing Date) of all other actions,
recordings and filings of or with respect to the Security Documents
delivered pursuant to Section 6.01(a) that the Administrative Agent
may deem necessary or desirable in order to perfect and protect the
first-priority Liens created thereunder (subject to Permitted Liens).
  44




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Base Case Projections
 Financing Documents and Project Documents
 Governmental Approvals Part A Schedule 5.03 Part A Schedule 5.03 Part A Schedule
5.03 Schedule 5.03
 Equator Principles
 Third Party Approvals
 Fees; Expenses Section 3.13 (Fees)
 Establishment of Project Accounts
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Insurance
 (i)
    
    satisfactory evidence that the insurance requirements set
forth on Schedule 7.01(h) with respect to the Borrower and the
Project have been satisfied, including binders or certificates evidencing
the commitment of insurers to provide each insurance policy required by
Schedule 7.01(h), evidence of the payment of all premiums then due
and owing in respect of such insurance policies and a certificate of the
Insurance Consultant and the Borrowers insurance broker (or insurance
carrier) certifying that all such insurance policies are in full force and
effect; and(ii)
    
    a report of the Insurance Consultant in form and
substance reasonably satisfactory to the Administrative Agent discussing,
among other matters that the Administrative Agent may require, the adequacy
of the insurance coverage for the Project, together with a duly executed
certificate of the Insurance Consultant in the form of Exhibit I,
appropriately completed to the satisfaction of the Administrative Agent.
 Independent Engineers Report Exhibit J-1
 (i)
    
    the technical and economic viability of the Project
(including the Projects capability to conform with all air permit limits)
and the technical inputs used in the Financial Model;
 (ii)
    
    the reasonableness of the Construction Budget and the
Operating Budget and the feasibility of the Borrowers approach to
construction and start-up of the Project;
 (iii)
    
    the appropriateness of the various Performance Tests and
completion undertakings;
 (iv)
    
    operating performance and costs assumptions;
 (v)
    
    confirmation that the Environmental Site Assessment
Reports comply with the requirements of this Agreement and that no further
Environmental Site Assessment Reports are required;
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(vi)
    
    confirmation that the Borrower is in compliance in all
material respects with all Environmental Laws and all Environmental
Approvals applicable to the Project and does not have any known present or
contingent liability relating to any Environmental Approval, Environmental
Claim or Environmental Law regarding the Project; and
 (vii)
    
    confirmation that all Environmental Approvals necessary
to construct and operate the Project (other than Environmental Approvals
that are Deferred Approvals) have been obtained, are in full force and
effect, are final and Non-Appealable and (A) are properly issued in the name
of the appropriate Person or (B) the Loan Parties have taken all actions
necessary for the transfer or reissuance to the Borrower of such
Environmental Approvals as set forth in Part A of Schedule
5.03.
 Environmental Site Assessment Report
 Ethanol Market Report
 Agricultural Market Report
 Appraisal
 Construction Budget
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Survey Survey
 Title Insurance
 (i)
    
    The Administrative Agent shall have received a paid
policy or policies of mortgage title insurance (the Title Insurance
Policy), in an aggregate amount equal to the Aggregate Loan Commitment
on a Form 2006 extended coverage lenders policy, containing such
endorsements (including an endorsement deleting the creditors rights
exception) as the Administrative Agent may request and otherwise in form and
substance reasonably satisfactory to the Administrative Agent, from the
Title Insurance Company (with co-insurance or reinsurance in such amounts
and with such title insurance companies as may be required and approved by
the Administrative Agent), containing no exception for mechanics or
materialmens Liens and no other exceptions (printed or otherwise) other
than those approved by the Required Lenders, and insuring that the
Collateral Agent has a good, valid and enforceable first Lien of record on
the Mortgaged Property free and clear of all defects and encumbrances (other
than Permitted Liens).
 (ii)
    
    The Title Insurance Policy shall confirm that the
Borrower has good, marketable title to the Site subject to no Liens (other
than Liens in favor of the Collateral Agent or other Permitted Liens).
 Confidential Information Memorandum
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Design-Build Bonds
 Bank Regulatory Requirements
 Process Agent Section 10.02(d) (Applicable Law;
Jurisdiction; Etc.  Appointment of Process Agent and Service of Process)
 Financial Model Exhibit K
 Auditors
 Equity; Subordinated Debt
 Notice to Proceed
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Existing Plant Debt Payoff
 Environmental Sampling
 Reorganization
 Conditions to All Construction Loan Fundings Section 6.01 (Conditions to Closing and First Funding of Construction
Loans) Section 6.05 (Conditions to All
Fundings)
 Funding Notice Section 2.04 (Notice of Fundings)
 (i)
    
    the Application for Payment with respect to which such
Funding is requested, together with the corresponding Informational
Report(s) covering the period since the preceding Funding (or, in the case
of the initial Funding of Construction Loans, since the date of the
Design-Build Agreement), each of which shall be certified as true and
complete by the Borrower and substantiated by the Independent Engineer;
  50




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(ii)
    
    absolute and unconditional sworn Lien waiver statements
in the forms attached to the Design-Build Agreement evidencing receipt of
payment by the Design-Build Contractor, all subcontractors, all contractors
performing the Owners Scope and all other Persons who were paid from the
proceeds of the then last preceding Funding; provided that in the
case of the initial Funding, such Lien waiver statements shall evidence
receipt of all payments paid or due and payable by the Borrower to the
Design-Build Contractor, all subcontractors and all other Persons who have
performed work in connection with the Project since the date of the
Design-Build Agreement. Such Lien waiver statements shall (A) be dated on
or prior to the date of the Funding Notice and (B) cover all work done and
all sums received through the date of the then last preceding Funding (or,
in the case of the initial Funding, the date of the Design Build Agreement).
Each such Lien waiver statement shall be certified as true and correct and
complete by the Borrower to its knowledge and the applicable contractor and
shall be verified by the Independent Engineer;
 (iii)
    
    a list of all Change Orders not theretofore submitted to
the Administrative Agent, together with a statement by the Borrower that
copies of the same have been submitted to the Independent Engineer prior to
the date of such Funding Notice and a list of all Change Orders to the date
of such Funding Notice and a list of all contemplated Change Orders,
together with confirmation that each such Change Order is in compliance with
Section 7.02(m)(iii) (Negative Covenants  Project Documents);
 (iv)
    
    evidence (which shall include the waiver of Liens
required under 6.02(a)(ii) (Conditions to All Construction Loan Fundings
- Funding Notice) and a detailed receipt for payment itemized by Line
Item in the Construction Budget) reasonably satisfactory to the Independent
Engineer that the full amount of the proceeds of the then last preceding
Funding has been paid out by the Borrower or the Design-Build Contractor to
the Persons with respect to whom such Funding proceeds were disbursed and
otherwise in accordance with this Agreement; provided that if there
has been no such preceding Funding, such evidence shall confirm receipt of
all payments due and payable by the Borrower to the Design-Build Contractor,
all subcontractors and all other Persons since the date of the Design-Build
Agreement; and
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(v)
    
    a certification of a Financial Officer of the Borrower
confirming that the requested Funding, when considered on its own and when
considered on an aggregate basis with all prior Fundings, is in compliance
with the Drawdown Schedule (or, if such Funding would be in excess of the
Drawdown Schedule, such deviation from the Drawdown Schedule has been
approved by the Independent Engineer and the Administrative Agent).
 Independent Engineers Certification Exhibit J-2
 Title Insurance
 Updated Survey
 Mechanics Liens
 Conditions to Term Loan Funding Section 6.05 (Conditions to All Fundings)
 Term Notes Section 2.06 (Evidence of Indebtedness)
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Construction Loan Payoff
 Final Completion
 Final Completion Certificate Exhibit Q-1 Exhibit Q-2
 Insurance Section
7.01(h) (Affirmative Covenants  Insurance) Exhibit I
 Security
 Updated Operating Budget and Plan
 Project Accounts
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Legal Opinions
 Title Insurance
 Final Survey
 Mechanics Liens
 Commodity Risk Management Plan
 Conditions to Working Capital Loan Fundings Section 6.05 (Conditions to All Fundings)
 Timing
 Funding Notice Section 2.04 (Notice of
Fundings) Section 7.03(n) (Reporting Requirements -
Borrowing Base Certificate)
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Payment of Project Costs Section 2.03(c)(i)
 Conditions to All Fundings
 Borrowers Certifications
 (i)
    
    the Borrower is in compliance with all conditions set
forth in this Section 6.05 and all other applicable conditions in
this ARTICLE VI on and as of the proposed Funding Date, before and
after giving effect to such Funding and to the application of the proceeds
therefrom;
 (ii)
    
    all representations and warranties made by the Borrower
and the Pledgor in this Agreement and each of the Financing Documents to
which it is a party are true and correct in all material respects (or, in
the case of any representation and warranty containing any materiality
qualification, in all respects) on and as of such Funding Date (except with
respect to representations and warranties that expressly refer to an earlier
date), before and after giving effect to such Funding and to the application
of the proceeds therefrom;
 (iii)
    
    no Default or Event of Default has occurred and is
continuing, or would result from such Funding;
 (iv)
    
    since the date of formation of the Borrower, there has
been no event or occurrence that has had, or would reasonably be expected to
have, a Material Adverse Effect; and
 (v)
    
    the Borrower has no reason to believe that the Final
Completion Date will not occur on or prior to the Conversion Date Certain.
 Governmental Approvals
 (i)
    
    all Governmental Approvals required by the proposed
Funding Date for operation or development of the Project have been duly
obtained, are in full force and effect, are final and Non-Appealable and
(A) are properly issued in the name of the appropriate Person or (B) the
Loan Parties have taken all actions necessary for the transfer or
reissuance to the Borrower of such Governmental Approvals as set forth in
Schedule 5.03;
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(ii)
    
    all conditions in any Governmental Approval applicable to
the Borrower that are required to have been satisfied by the date of the
proposed Funding have been satisfied;(iii)
    
    such Governmental Approvals do not contain any condition
that the Borrower reasonably believes is not capable of being satisfied on
or prior to the time required or that the Borrower reasonably believes would
limit or restrict the ability of the Project to perform consistently with
the projections set forth in the Financial Model;(iv)
    
    the Borrower is in compliance in all material respects
with all Governmental Approvals that have been obtained by it;(v)
    
    there is no proceeding pending or, to the knowledge of
the Borrower, threatened in writing that seeks to appeal, rescind,
terminate, modify, condition, suspend or otherwise alter in any material
respect any such Governmental Approval;(vi)
    
    to the Borrowers knowledge, there exists no impediment
that could reasonably be expected to prevent the Borrowers obtaining in due
course all other Governmental Approvals necessary for the development or
operation of the Project as and when the same may be required; and(vii)
    
    the Administrative Agent shall have received copies of
all Governmental Approvals obtained since the last Funding certified by an
Authorized Officer of the Borrower as true, correct, complete and in full
force and effect.
 Additional Project Documents
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No Default or Event of Default
 No Litigation
 (i)
    
    No action, suit, proceeding or investigation shall have
been instituted or, to the Borrowers knowledge, threatened in writing
against any of the Borrower, the Pledgor, or the Project that, individually
or in the aggregate, has had or could reasonably be expected to have a
Material Adverse Effect; and
 (ii)
    
    no action, suit, proceeding or investigation shall have
been instituted or threatened in writing against any Project Party that,
individually or in the aggregate, has had or could reasonably be expected to
have a Material Adverse Effect.
 Abandonment, Taking, Total Loss
 Fees; Expenses Section 3.13 (Fees)
 Satisfactory Legal Form Section 6.05
 Material Adverse Effect
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Affirmative Covenants Section 7.01
 Compliance with Laws
 Environmental Matters
 (i)
    
    The Borrower shall (A) comply in all material respects
with all Environmental Laws and Environmental Approvals, (B) keep the
Project free of any Lien imposed pursuant to any Environmental Law, (C) pay
or cause to be paid when due and payable by the Borrower any and all costs
required in connection with any Environmental Laws or Environmental
Approvals, including the cost of identifying the nature and extent of the
presence of any Materials of Environmental Concern in, on or about the
Project or on any real property owned or leased by the Borrower or on the
Mortgaged Property, and the cost of delineation, management, remediation,
removal, treatment and disposal of any such Materials of Environmental
Concern, and (D) use its best efforts to ensure that no Environmental
Affiliate takes any action or violates any Environmental Law or
Environmental Approval that could reasonably be expected to result in an
Environmental Claim.
 (ii)
    
    The Borrower shall not use or allow the Project to
generate, manufacture, refine, produce, treat, store, handle, dispose of,
transfer, process or transport Materials of Environmental Concern other than
in compliance in all material respects with Environmental Laws.
 Operations and Maintenance
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Construction and Completion of the Project; Maintenance of Properties Section 7.01(g)
(Affirmative Covenants  Use of Proceeds and Cash Flow)
 (ii)
    
    The Borrower shall keep, or cause to be kept, in good
working order and condition, ordinary wear and tear excepted, all of its
properties and equipment related to the Project that are necessary or useful
in the proper conduct of its business.
 (iii)
    
    Except as required in connection with the construction of
the Project, the Borrower shall not permit the Project or any material
portion thereof to be removed, demolished or materially altered, unless such
material portion that has been removed, demolished or materially altered has
been replaced or repaired as permitted under this Agreement.
 (iv)
    
    The Borrower shall continue to engage in business of the
same type as now conducted by it and do or cause to be done all things
necessary to preserve and keep in full force and effect (A) its limited
liability company existence, (B) its good standing in the State of Georgia
and (C) its material patents, trademarks, trade names, copyrights,
franchises and similar rights.
 (v)
    
    If the Independent Engineer is unable to substantiate any
amount that the Design-Build Contractor claims is due and owing by the
Borrower to the Design-Build Contractor under the Design-Build Agreement,
the Borrower agrees that it will (A) promptly dispute such amount pursuant
to the Design Build Agreement and (B) notify the Design-Build Contractor
pursuant to Section 10.2.6 of the Design-Build Agreement promptly, and in no
event later than the end of the period provided for delivery of such notice
in Section 10.2.6 of the Design-Build Agreement, that the Design-Build
Contractor is not entitled to such disputed amount.
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(vi)
    
    Within thirty (30) days of receiving notice from the
Design-Build Contractor that the Project is ready for performance testing,
the Borrower shall cause the Owner to give the Design-Build
Contractor access to the Project such that the Design-Build Contractor
will be required to fulfill all of its obligations to demonstrate that
the Project meets the performance guarantee criteria during such thirty
(30) day period pursuant to Section 7.2.4 of the Design-Build Contract.
 Payment of Obligations
 Governmental Approvals Part B Schedule 5.03
 Use of Proceeds and Cash Flow
 (i)
    
    All proceeds of the Construction Loans shall be applied
to pay Project Costs. All Loan proceeds shall be applied in accordance with
the Funding Notice pursuant to which such Loans were funded.(ii)
    
    All proceeds of the Term Loans shall be applied to repay
the Construction Loans.(iii)
    
    All proceeds of the Working Capital Loans shall be
applied to pay Working Capital Expenses.(iv)
    
    All proceeds of the Required Equity Contributions shall
be applied to pay Project Costs.(v)
    
    All Subordinated Debt shall be applied in accordance with
the Tax Agreement and the Project Certificate (each as defined in the
Bond Indenture).
 (vi)
    
    The Borrower shall cause all Cash Flow, Insurance
Proceeds and Condemnation Proceeds to be applied in accordance with the
Accounts Agreement.
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Insurance Schedule 7.01(h) Section 7.01(h)
 Books and Records; Inspections provided
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Operating Budget
 (i)
    
    The Borrower shall, not later than forty-five (45) days
before the Final Completion Date, adopt an operating plan and a budget
setting forth in reasonable detail the projected requirements for Operation
and Maintenance Expenses and Maintenance Capital Expenses for the Project
for the period from such date to the conclusion of the then-current Fiscal
Year and provide a copy of such operating plan and budget at such time to
the Administrative Agent. No less than forty-five (45) days in advance of
the beginning of each Fiscal Year thereafter, the Borrower shall similarly
adopt an operating plan and a budget for the Project setting forth in
reasonable detail the projected requirements for Operation and Maintenance
Expenses and Maintenance Capital Expenses for the ensuing Fiscal Year and
provide a copy of such operating plan and budget at such time to the
Administrative Agent. (Each such operating plan and budget is herein called
an Operating Budget.) Each Operating Budget shall be prepared in
accordance with a form approved by the Independent Engineer and shall become
effective upon approval, which shall not be unreasonably withheld,
conditioned or delayed, of the Administrative Agent (acting in consultation
with the Consultants). If the Borrower shall not have adopted an annual
Operating Budget before the beginning of any Fiscal Year or any Operating
Budget adopted by the Borrower shall not have been accepted by the
Administrative Agent before the beginning of any upcoming Fiscal Year, the
Operating Budget for the preceding Fiscal Year shall, until the adoption of
an annual Operating Budget, as the case may be, by the Borrower and
acceptance of such Operating Budget by the Administrative Agent, be deemed
to be in force and effective as the annual Operating Budget for such
upcoming Fiscal Year; provided that if the initial Operating Budget
is not approved by the Administrative Agent, the Borrower may use a budget
that is consistent with the Financial Model as of the Closing Date (or any
updated Financial Model that has been approved by the Administrative Agent)
until an initial Operating Budget is approved, and the Borrower shall work
diligently to prepare an initial Operating Budget that is reasonably
acceptable to the Administrative Agent.
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(ii)
    
    Each Operating Budget delivered to the Administrative
Agent pursuant to this Section 7.01(j) shall be accompanied by a
memorandum detailing all material assumptions used in the preparation of
such Operating Budget, shall contain a line item for each Operating Budget
Category, shall specify for each month and for each such Operating Budget
Category the amount budgeted for such category for such month, and shall
clearly distinguish Operation and Maintenance Expenses and Maintenance
Capital Expenses.
 Performance Tests
 (i)
    
    The Administrative Agent and the Independent Engineer
have the right to witness and verify any Performance Tests. The Borrower
shall give the Administrative Agent and the Independent Engineer notice
regarding each proposed Performance Test within twenty-four (24) hours of
the Borrowers receipt of notice of such Performance Test from the
Design-Build Contractor. If, upon completion of any Performance Tests, the
Borrower believes that such Performance Tests have been satisfied, the
Borrower shall so notify the Administrative Agent and the Independent
Engineer and shall deliver a copy of all test results supporting such
conclusion, accompanied by supporting data and calculations, evidencing the
Borrowers belief that the Borrower and the Design-Build Contractor have
satisfied their respective obligations with respect to such Performance
Tests. If any such Performance Tests have been satisfactorily completed,
the Borrower shall deliver to the Administrative Agent a report that
indicates the preliminary opinions as to the satisfactory achievement of the
Performance Tests (each, a Performance Test Report), and the
Independent Engineer will, upon a thorough review of such Performance Test
Report, certify in writing to the Administrative Agent, within five
(5) Business Days of the receipt of such Performance Test Report, the
satisfactory achievement of the Performance Tests or deliver a report to the
Administrative Agent and the Borrower setting forth in reasonable detail any
objections of the Independent Engineer to such Performance Test Report. If
any such valid objections are made, then the Borrower shall be permitted to
address such objections to the reasonable satisfaction of the Independent
Engineer or conduct additional Performance Tests in accordance with this
Section 7.01(k).
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(ii)
    
    The Borrower will not approve any performance testing
plan under the Design-Build Agreement, approve the results of any
Performance Tests or declare Final Completion without the prior written
consent of the Administrative Agent and the Independent Engineer, which
consent will not be unreasonably withheld.
 Project Documents
 (i)
    
    The Borrower shall maintain in full force and effect,
preserve, protect and defend its material rights under, and take all actions
necessary to prevent termination or cancellation (except by expiration in
accordance with its terms) of, each Major Project Document. The Borrower
shall exercise all material rights, discretion and remedies under each Major
Project Document, if any, in accordance with its terms and in a manner
consistent with (and subject to) the Borrowers obligations under the
Financing Documents.
 (ii)
    
    Promptly upon execution of any Additional Project
Document by the Borrower, the Borrower shall deliver to the Administrative
Agent certified copies of such Project Document and, if reasonably requested
by the Administrative Agent, any Ancillary Documents related thereto.
 (iii)
    
    If any Project Document provides that such Project
Document will expire prior to the Final Maturity Date, then, on or prior to
the expiration date of such Project Document, the Borrower shall enter into
an agreement replacing such Project Document, in form and substance, and
with a counterparty, reasonably satisfactory to the Administrative Agent,
unless the Administrative Agent reasonably believes that such Project
Document is no longer required for the Project.
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Preservation of Title; Acquisition of Additional Property
 (i)
    
    The Borrower shall preserve and maintain (A) good,
marketable and insurable fee interest in the Site and valid easement
interest to its easement interest in the Site and (B) good, legal and valid
title to all of its other respective material properties and assets, in each
case free and clear of all Liens other than Permitted Liens. If the
Borrower at any time acquires any real property or leasehold or other
interest in real property (including, to the extent reasonably requested by the Administrative Agent, with respect to any material
easement or right-of-way not covered by the Mortgage), the Borrower
shall, promptly upon such acquisition, execute, deliver and record a
supplement to the Mortgage, reasonably satisfactory in form and substance
to the Administrative Agent, subjecting such real property or leasehold
or other interest to the Lien and security interest created by the
Mortgage. If reasonably requested by the Administrative Agent and
available on commercially reasonable terms, the Borrower shall obtain an
appropriate endorsement or supplement to the Title Insurance Policy
insuring the Lien of the Security Documents in such additional property,
subject only to Permitted Liens.
 (ii)
    
    Prior to the acquisition or lease of any such additional
real property interests (other than easements that do not involve soil
disturbance), the Borrower shall deliver to the Administrative Agent an
Environmental Site Assessment Report(s) with respect to such real property
(if, in the reasonable determination of the Administrative Agent, acting in
consultation with the Independent Engineer, such Environmental Site
Assessment Report(s) with respect to such real property interests is
warranted), in each case along with a corresponding reliance letter from the
consultant issuing such report(s) (to the extent such report(s) does not
permit reliance thereon by the Senior Secured Parties). Each such
Environmental Site Assessment Report(s) shall be in form and substance
reasonably satisfactory to the Administrative Agent and shall not identify
any material liability associated with the condition of such real property.
 Maintenance of Liens; Creation of Liens on Newly Acquired Property
 (i)
    
    The Borrower shall take or cause to be taken all action
necessary or desirable to maintain and preserve the Lien of the Security
Documents and, on and after the Closing Date, the first-ranking priority
thereof (subject to Permitted Liens).
 (ii)
    
    The Borrower shall take all actions required to cause
each Additional Project Document to be or become subject to the Lien of the
Security Documents (whether by amendment to any Security Agreement or
otherwise) and shall deliver or cause to be delivered to the Administrative
Agent all Ancillary Documents
related thereto reasonably requested by the Administrative Agent.
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(iii)
    
    Simultaneously with the making of any investment in Cash
Equivalents, the Borrower shall take or cause to be taken all actions to
require such Cash Equivalent in the Project Accounts to be or become subject
to a first priority perfected Lien (subject to Permitted Liens) in favor of
the Senior Secured Parties.
 Certificate of Formation
 Separateness Schedule 5.24
 Further Assurances
 (i)
    
    that are necessary or desirable for compliance with
Section 7.01(n)(i) (Affirmative Covenants  Maintenance of Liens;
Creation of Liens on Newly Acquired Property);
 (ii)
    
    for the purposes of ensuring the validity and legality of
this Agreement or any other Financing Document and the rights of the Senior
Secured Parties hereunder or thereunder; and
 (iii)
    
    for the purposes of facilitating the proper exercise of
rights and powers granted to the Senior Secured Parties under this Agreement
or any other Financing Document.
 First Priority Ranking
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Quarterly Calculations
 (i)
    
    the Borrower shall provide to the Administrative Agent a
calculation of the Debt Service Reserve Required Amount, certified by a
Financial Officer of the Borrower; and
 (ii)
    
    the Borrower shall calculate the Historical Debt Service
Coverage Ratio and the Prospective Debt Service Coverage Ratio, and shall
provide written evidence to the Administrative Agent and the Accounts Bank
of such calculations certified by a Financial Officer of the Borrower.
 Section 7.01(s)
 Financial Model
 (i)
    
    No less than forty-five (45) days prior to the end of
each Fiscal Year, the Borrower shall deliver to the Administrative Agent a
proposed updated Financial Model, together with the underlying assumptions,
containing projections of Cash Flow, Operation and Maintenance Expenses
(including each Operating Budget Category), Maintenance Capital Expenses and
Cash Flow Available for Debt Service, in each case on a quarterly basis,
with respect to the Project for the immediately succeeding Fiscal Year. If
the Administrative Agent does not approve (which approval will not be
unreasonably withheld, conditioned or delayed) the updated Financial Model
proposed by the Borrower within thirty (30) days following receipt thereof
(and, so long as no Event of Default has occurred and is continuing, after
consultation and no less than ten (10) days of good faith negotiations with
the Borrower), the Administrative Agent may instruct the Consultants to
prepare an updated Financial Model based on the reasonable professional
judgment of the Consultants (and such updated Financial Model prepared by
the Consultants shall be binding on the Lenders and the Borrower).
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(ii)
    
    If in any Fiscal Year (A) the actual Cash Flow for the
completed Fiscal Quarters in such Fiscal Year (or, in the case of the Fiscal
Year in which the Closing Date occurs, the period from the Closing Date to
the end of the most recent completed Fiscal Quarter) (such period, the
Specified Period) is ninety percent (90%) or less of the
projections for such period set forth in the then-current Financial Model
without a corresponding reduction in Operation and Maintenance Expenses and Maintenance Capital Expenses
for such period, or (B) Operation and Maintenance Expenses and
Maintenance Capital Expenses for the Specified Period are, in the
aggregate, ten percent (10%) or more above the projections for such
period set forth in the then-current Financial Model without a
corresponding reduction in Operation and Maintenance Expenses and
Maintenance Capital Expenses for such period, the Borrower shall, no less
than thirty (30) days prior to the end of the immediately following
Fiscal Quarter, deliver to the Administrative Agent a proposed updated
Financial Model, together with the underlying assumptions, containing
projections of Cash Flow, Operation and Maintenance Expenses (including
each Operating Budget Category), Maintenance Capital Expenses and Cash
Flow Available for Debt Service, in each case on a quarterly basis, with
respect to the Project through the end of the immediately following
Fiscal Year; provided that if (x) the Historical Debt Service
Coverage Ratio calculated as of the most recent Quarterly Payment Date
exceeds 4.0x and (y) the Borrower delivers to the Administrative Agent a
certificate certifying that the Prospective Debt Service Coverage Ratio
calculated as of such most recent Quarterly Payment Date exceeds 4.0x,
then, notwithstanding the deviation from the Financial Model described in
item (A) or (B) above, as applicable, the Borrower shall not be required
to deliver an updated Financial Model pursuant to this Section
7.01(t).
 (iii)
    
    If the Administrative Agent does not approve the updated
Financial Model proposed by the Borrower pursuant to Section
7.01(t)(ii) above within fifteen (15) days following receipt thereof
(and, so long as no Event of Default has occurred and is continuing, after
consultation with the Borrower), the Administrative Agent may instruct the
Consultants to prepare an updated Financial Model based on the reasonable
professional judgment of the Consultants (and such updated Financial Model
prepared by the Consultants shall be binding on the Lenders and the
Borrower).(iv)
    
    All costs incurred in connection with the preparation and
review of updated Financial Models under this Section 7.01(t) shall
be for the account of the Borrower.
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Interest Rate Protection Agreement provided
 Commodity Hedging Programs provided
 Debt Service Reserve
 Carbon Dioxide Agreement
 Rail Car Lease
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Negative Covenants. Section 7.02
 Restrictions on Indebtedness of the Borrower
 (i)
    
    the Obligations;
 (ii)
    
    Indebtedness under the Subordinated Loan Agreement in an
aggregate principal amount not to exceed ten million Dollars ($10,000,000),
provided that on and after the Closing Date (A) such Indebtedness is
subject to the terms of the Intercreditor Agreement and (B) the Bond Trustee
or any successor or permitted assignee thereof shall have become a party to
the Intercreditor Agreement as, and shall have the obligations of, a Second
Lien Claimholder (as defined in the Intercreditor Agreement) thereunder;
 (iii)
    
    Indebtedness under the Permitted Commodity Hedging
Arrangements;
 (iv)
    
    accounts payable to trade creditors incurred in the ordinary
course of business and not more than sixty (60) days past due, other than any
such accounts that are subject to a Contest or that do not exceed five
thousand Dollars ($5,000) individually and twenty thousand Dollars ($20,000)
in the aggregate;
 (v)
    
    obligations as lessee under operating leases, or under leases
for the rental of any real or personal property which are required by GAAP to
be capitalized, where (A) all such leases (other than rail car leases for the
Project) do not require the Borrower to make scheduled payments to the lessors
in any Fiscal Year in excess of two hundred fifty thousand Dollars ($250,000)
in the aggregate, and (B) all such leases that are rail car leases for the
Project do not require the Borrower to make scheduled payments to the lessors
in any month in excess of two hundred fifty thousand Dollars ($250,000) in the
aggregate.
 Liens
 (i)
    
    Liens in favor, or for the benefit, of the Collateral
Agent pursuant to the Security Documents;
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(ii)
    
    Liens created under the Bond Collateral Documents;
provided that (A) such Liens only secure Indebtedness permitted
under Section 7.02(a)(ii) (Negative Covenants  Restrictions on
Indebtedness of the Borrower), (B) on and after the Closing Date, such
Liens are subject to the terms of the Intercreditor Agreement, and (C) on
and after the Closing Date, the Bond Trustee or any successor or permitted
assignee thereof shall have become a party to the Intercreditor Agreement
as, and shall have the obligations of, a Second Lien Claimholder (as defined
in the Intercreditor Agreement) thereunder;
 (iii)
    
    Liens for taxes, assessments and other governmental
charges that are not yet due or the payment of which is the subject of a
Contest;
 (iv)
    
    Liens of carriers, warehousemen, mechanics and
materialmen incurred in the ordinary course of business for sums not yet due
or the payment of which is the subject of a Contest;
 (v)
    
    Liens of no more than one million Dollars ($1,000,000) in
the aggregate security judgments for the payment of money not constituting
an Event of Default, provided that each such Lien is subject to a
Contest and any appropriate legal proceedings which may have been initiated
for the review of such judgment shall not have been terminated or the period
within which such proceedings may have been initiated shall not have
expired;
 (vi)
    
    Liens arising with respect to a Local Account for which a
Blocked Account Agreement has been entered into; and
 (vii)
    
    any Liens reflected on the Title Insurance Policy or any
Title Continuation.
 Permitted Investments
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Change in Business
 Equity Issuances
 Asset Dispositions
 (i)
    
    disposal of assets that are promptly replaced in
accordance with the then current Operating Budget;
 (ii)
    
    to the extent that such assets are uneconomical, obsolete
or no longer useful or no longer usable in connection with the operation or
maintenance of the Project; and
 (iii)
    
    disposal of assets with a fair market value, or at a
disposal price, of less than one million Dollars ($1,000,000) in the
aggregate during any Fiscal Year; provided, that such disposal does
not, and would not reasonably be expected to, adversely affect the
construction, operation or maintenance of the Project.
 Consolidation, Merger
 Transactions with Affiliates
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Accounts
 (ii)
    
    The Borrower shall not change the name or account number
of any of the Project Accounts or Local Accounts without the prior written
consent of the Administrative Agent, which will not be unreasonably
withheld, conditioned or delayed.
 Subsidiaries
 ERISA
 Taxes
 Project Documents
 (i)
    
    Subject to Section 7.02(m)(iii), the Borrower
shall not direct or consent or agree to any amendment, modification,
supplement, waiver or consent in respect of any provision of any of the
Organic Documents of the Borrower or the Project Documents (other than any
immaterial amendment, modification, supplement, waiver or consent, in which
case a true, correct and complete copy of any such amendment, modification
or supplement shall be delivered to the Administrative Agent) without the
prior written consent of the Administrative Agent (which will not be
unreasonably withheld, conditioned or delayed).
 (ii)
    
    Except for collateral assignments under the Security
Documents, the Borrower shall not assign any of its rights under any Project
Document to any Person, or consent to the assignment of any obligations
under any such Project Document by any other party
thereto, without the prior written approval of the Administrative Agent.
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(iii)
    
    The Borrower shall not enter into or approve any Change
Orders without the approval of the Administrative Agent (acting in
consultation with the Independent Engineer), unless each of the following
conditions is satisfied:
 (A)
    
    the amount of such Change Order does not
exceed (1) two hundred fifty thousand Dollars ($250,000)
individually, or (2) one million Dollars ($1,000,000) together with
all prior Change Orders that have not been approved by the
Administrative Agent;
 (B)
    
    such Change Order would not cause the funds
available under the Contingency Line Item (and not yet expended) to
be reduced to less than zero;
 (C)
    
    such Change Order could not reasonably be
expected to delay the Final Completion Date beyond the Conversion
Date Certain;
 (D)
    
    such Change Order could not reasonably be
expected to alter in any adverse respect any guaranty, liquidated
damages provision or the standards for any of the Performance Tests;
 (E)
    
    such Change Order could not reasonably be
expected to permit or result in any adverse modification or impair
the enforceability of any warranty under the Design-Build Agreement;
 (F)
    
    such Change Order could not reasonably be
expected to impair or reduce the value of the Project or the value of
the Collateral or decrease Cash Flow Available for Debt Service;
 (G)
    
    such Change Order could not reasonably be
expected to present a material risk of revocation or material
modification of any Governmental Approval;
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(H)
    
    such Change Order could not reasonably be
expected to cause the Borrower or the Project not to comply or lessen
in any material respect the ability of the Borrower or the Project to
comply with any applicable Law; and
 (I)
    
    the Administrative Agent has received a
certificate, duly executed by an Authorized Officer of the Borrower,
confirming that the proposed Change Order will comply with each of
the conditions set forth in clauses (A)-(H) above and, in the case of
the condition set forth in clause (A), setting forth (1) the amount
of such proposed Change Order and (2) the amount of all prior Change
Orders that have not been approved by the Administrative Agent.
 Subordinated Debt Agreements
 Additional Project Documents
 Suspension or Abandonment
 Use of Proceeds; Margin Regulations ARTICLE II (Commitments and
Funding) Section 7.01(g) (Affirmative Covenants  Use of Proceeds and Cash Flow)
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Environmental Matters
 Restricted Payments
 (i)
    
    the Conversion Date shall have occurred;
 (ii)
    
    such Restricted Payment is made on, or within thirty
 (30) days following, a Quarterly Payment Date (provided that such
Restricted Payment is made only from funds on deposit in or standing to the
credit of the Revenue Account or the Prepayment Holding Account, as the case
may be, on such Quarterly Payment Date);
 (iii)
    
    no Default or Event of Default has occurred and is
continuing or would occur as a result of such Restricted Payment;
 (iv)
    
    each of the Debt Service Reserve Account and the Working
Capital Reserve Account is fully funded to any applicable required level;
 (v)
    
    each of the Historical Debt Service Coverage Ratio and
the Prospective Debt Service Coverage Ratio, calculated as of such Quarterly
Payment Date, is greater than or equal to 1.5:1.0; and
 (vi)
    
    the Administrative Agent has received a Restricted
Payment Certificate, duly executed by an Authorized Officer of the Borrower,
confirming that each of the conditions set forth in clauses (i) through
(vi) of this Section 7.02(s) have been satisfied on and as of the
date such Restricted Payment is requested to be made, and setting forth a
detailed calculation of each of the Historical Debt Service Coverage Ratio
and Prospective Debt Service Coverage Ratio.
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Construction Budget
 Commodity Hedging Arrangements
 (i)
    
    are not in accordance with the Commodity Risk Management
Plan; or
 (ii)
    
    are for speculative purposes.
 Accounting Changes
 Reporting Requirements
 Quarterly Financial Statements
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Annual Financial Statements going concern
 Certificate of Financial Officer Section 7.03(a) (b) (Reporting Requirements)
 (i)
    
    such financial statements fairly present in all material
respects the financial condition and results of operations of such Person on
the dates and for the periods indicated in accordance with GAAP subject, in
the case of interim financial statements, to the absence of notes and
normally recurring year-end adjustments;
 (ii)
    
    such Financial Officer has reviewed the terms of the
Financing Documents and has made, or caused to be made under his or her
supervision, a review in reasonable detail of the business and financial
condition of such Person during the accounting period covered by such
financial statements; and
 (iii)
    
    as a result of such review such Financial Officer has
concluded that no Default or Event of Default has occurred during the period
covered by such financial statements through and including the date of such
certificate or, if any Default or Event of Default has occurred, specifying
the nature and extent thereof and, if continuing, the action that such Loan
Party has taken and proposes to take in respect thereof.
 Auditors Letters
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Notice of Default or Event of Default
 Notice of Other Events
 (i)
    
    any litigation or governmental proceeding pending or
threatened in writing against the Borrower, the Project or the Pledgor;
 (ii)
    
    any litigation or governmental proceeding pending or
threatened in writing against any Project Party that has or could reasonably
be expected to have a Material Adverse Effect;
 (iii)
    
    any other event, act or condition that has or could
reasonably be expected to have a Material Adverse Effect;
 (iv)
    
    notification of any event of force majeure or similar
event under a Project Document (including, without limitation, an
Industry-Wide Disruption, as defined in the Design-Build Agreement); or
 (v)
    
    notification of any other change in circumstances that
could reasonably be expected to result in an increase of more than five
hundred thousand Dollars ($500,000) in Project Costs.
 Project Document or Additional Project Document Notice
 (i)
    
    any Change Orders or any written notices or
communications related thereto;
 (ii)
    
    any written notice alleging any breach or default
thereunder;
 (iii)
    
    any written notice regarding, or request for consent to,
any assignment, termination, modification, waiver or variation thereof; and
 (iv)
    
    any notice delivered by the Design-Build Contractor
pursuant to Section 7.2.4 of the Design-Build Agreement.
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Design-Build Agreement Notice
 ERISA Event
 (i)
    
    any Termination Event with respect to any Plan or a
Multiemployer Plan has occurred or will occur that could reasonably be
expected to result in any liability to the Borrower;
 (ii)
    
    any condition exists with respect to a Plan that presents
a material risk of termination of a Plan (other than a standard termination
under Section 4041(b) of ERISA) or imposition of an excise tax or other
material liability on the Borrower;
 (iii)
    
    an application has been filed for a waiver of the
minimum funding standard under Section 412 of the Code or Section 302 of
ERISA under any Plan;
 (iv)
    
    with respect to any Plan or any other employee benefit
plan subject to ERISA, the Borrower or any Plan fiduciary has engaged in a
prohibited transaction, as defined in Section 4975 of the Code or as
described in Section 406 of ERISA, that is not exempt under Section 4975 of
the Code, Section 408 of ERISA or another applicable administrative,
regulatory or statutory exemption, that could reasonably be expected to
result in material liability to the Borrower;
 (v)
    
    there exists any Unfunded Benefit Liabilities under any
Plan;
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(vi)
    
    any condition exists with respect to a Multiemployer Plan
that presents a risk of a partial or complete withdrawal (as described
in Section 4203 or 4205 of ERISA) from a Multiemployer Plan that could
reasonably be expected to result in any liability to the Borrower;
 (vii)
    
    a default (as defined in Section 4219(c)(5) of ERISA)
occurs with respect to payments to a Multiemployer Plan and such default
could reasonably be expected to result in any liability to the Borrower;
 (viii)
    
    a Multiemployer Plan is in reorganization (as defined in Section 418 of
the Code or Section 4241 of ERISA) or is insolvent (as defined in
Section 4245 of ERISA);
 (ix)
    
    the Borrower and/or any ERISA Affiliate has incurred any
potential withdrawal liability (as defined in accordance with Title IV of
ERISA); or
 (x)
    
    there is an action brought against the Borrower or any
ERISA Affiliate under Section 502 of ERISA with respect to its failure to
comply with Section 515 of ERISA with respect to any Plan or any other
employee benefit plan subject to ERISA.
 Notice of PBGC Demand Letter
 Notice of Environmental Event
 (i)
    
    receipt by the Borrower of any written communication from
a Governmental Authority or any written communication from any other Person
or other source of written information, including reports prepared by the
Borrower, that alleges or indicates that the Borrower or an Environmental
Affiliate is not in compliance in all material respects with applicable
Environmental Laws or Environmental Approvals and such alleged noncompliance
could
reasonably be expected to form the basis of an Environmental Claim
against the Borrower;
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(ii)
    
    the Borrower obtains knowledge that there exists any
Environmental Claim pending or threatened in writing against the Borrower or
an Environmental Affiliate;
 (iii)
    
    the Borrower obtains knowledge of any release,
threatened release, emission, discharge or disposal of any Material of
Environmental Concern or obtains knowledge of any material non-compliance
with any Environmental Law or Environmental Approval that, in either case,
could reasonably be expected to form the basis of an Environmental Claim
against the Borrower or any Environmental Affiliate; or
 (iv)
    
    any Removal, Remedial or Response action taken, or
required to be taken, by the Borrower or any other person in response to any
material release, emission, discharge or disposal of any Material of
Environmental Concern in, at, on or under, a part of or about the Borrowers
properties or any other property.
 Materials of Environmental Concern
 Deferred Approvals
 Borrowing Base Certificate
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Operating Statements Exhibit L
 Other Information
   Events of Default Section 8.01
 Nonpayment
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Breach of Warranty
 Non-Performance of Certain Covenants and Obligations Sections 7.01(d)(ii) and
(iv)(A) (Affirmative Covenants  Construction and Completion of the Project; Maintenance of
Properties), Section 7.01(g) (Affirmative Covenants  Use of Proceeds and Cash Flow),
Section 7.01(h) (Affirmative Covenants  Insurance) Section 7.01(r) (Affirmative Covenants
 First Priority Ranking) Section 7.01(w)(i) (Debt Service Reserve) Section 7.02
(Negative Covenants) Section 7.03(e) (Reporting Requirements  Notice of Default or Event
of Default) Section 7.03(f) (Reporting Requirements -Notice of Other Events) Limitation of Liens Name; Jurisdiction of
Organization Limitation of Liens No Sale of Collateral No Impairment of Security Filing of Bankruptcy Proceedings Name; Jurisdiction of Organization
 Non-Performance of Other Covenants and Obligations Section 8.01(a)
(Events of Default  Nonpayment) Section 8.01(c) (Events of Default  Non-Performance of
Certain Covenants and Obligations provided Section
7.03(c)(iii) (Reporting Requirements  Certificate of Financial Officer)
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Final Completion
 Cross Defaults
 (i)
    
    a default occurs in the payment when due (subject to any
applicable grace period and notice requirements), whether by acceleration or
otherwise, of such Indebtedness; or
 (ii)
    
    such Person fails to observe or perform (subject to any
applicable grace periods and notice requirements) any other agreement or
condition relating to any such Indebtedness or contained in any instrument
or agreement evidencing, securing or relating thereto, or any other event
occurs, the effect of which default or other event is to cause, or to permit
the holder or holders of such Indebtedness or the beneficiary or
beneficiaries of any Guarantee (or a trustee or agent on behalf of such
holder or holders or beneficiary or beneficiaries) to cause, with the giving
of notice if required, such Indebtedness to be demanded or to become due or
to be repurchased, prepaid, defeased or redeemed (automatically or
otherwise), or an offer to repurchase, prepay, defease or redeem such
Indebtedness to be made, prior to its stated maturity, or such Guarantee to
become payable or cash collateral in respect thereof to be demanded; and
 (A)
    
    in the case of Section 8.01(f)(i)
or Section 8.01(f)(ii) with respect the Borrower or Pledgor,
with respect to Indebtedness in an amount greater than or equal to
one million Dollars ($1,000,000) in the aggregate; or
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(B)
    
    in the case of Section 8.01(f)(i)
or Section 8.01(f)(ii) with respect to any Major Project
Party, has resulted in or could reasonably be expected to result in a
Material Adverse Effect; provided, that such occurrence shall
not constitute an Event of Default with respect to any such Major
Project
Party (other than a Major Project Party to the Design-Build
Agreement or the License Agreement) if an agreement replacing each
Major Project Document to which such Major Project Party is a
party, in form and substance, and with a counterparty, reasonably
satisfactory to the Administrative Agent, is entered into
(together with all applicable Ancillary Documents) within
forty-five (45) days thereof.
 Judgments provided
 ERISA Events
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Bankruptcy, Insolvency
 (i)
    
    generally fails to pay, or admits in writing its
inability or unwillingness to pay, debts as they become due;
 (ii)
    
    applies for, consents to, or acquiesces in, the
appointment of a trustee, receiver, sequestrator or other custodian for such
Person or a substantial portion of its property, or makes a general
assignment for the benefit of creditors;
 (iii)
    
    in the absence of such application, consent or
acquiescence, permits or suffers to exist the appointment of a trustee,
receiver, sequestrator or other custodian for such Person or for a
substantial part of its property, and such trustee, receiver, sequestrator
or other custodian is not discharged within sixty (60) days;
provided that nothing in the Financing Documents shall prohibit or
restrict any right any Senior Secured Party may have under applicable Law to
appear in any court conducting any relevant proceeding during such sixty
(60) day period to preserve, protect and defend its rights under the
Financing Documents (and such Person shall not object to any such
appearance);
 (iv)
    
    permit or suffer to exist the commencement of any
bankruptcy, reorganization, debt arrangement or other case or proceeding
under any bankruptcy or insolvency law, or any dissolution, winding up or
liquidation proceeding, in respect of such Person and, if any such case or
proceeding is not commenced by such Person, such case or proceeding is
consented to or acquiesced in by such Person or results in the entry of an
order for relief or remains for sixty (60) days undismissed;
provided that nothing in the Financing Documents shall prohibit or
restrict any right any Senior Secured Party may have under applicable Law to
appear in any court conducting any such case or proceeding during such sixty
(60) day period to preserve, protect and defend its rights under the
Financing Documents (and such Person shall not object to any such
appearance);
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(v)
    
    takes any action authorizing, or in furtherance of, any
of the foregoing; or
 (vi)
    
    ceases to be Solvent;
 provided
 Project Document Defaults; Termination
 (i)
    
    The Borrower or any Major Project Party shall be in
material breach of or otherwise in material default under any Major Project
Document, and such breach or default has continued beyond any applicable
grace period expressly provided for in such Major Project Document (or, if
no such cure period is provided, thirty (30) days); provided, that
any such breach or default by any Major Project Party under any Major
Project Document (other than the Design-Build Agreement or the License
Agreement) shall not constitute an Event of Default if an agreement
replacing such Major Project Document, in form and substance, and with a
counterparty, reasonably satisfactory to the Administrative Agent, is
entered into (together with all applicable Ancillary Documents) within
forty-five (45) days thereof.
 (ii)
    
    Any Major Project Document ceases to be in full force and
effect prior to its scheduled expiration, is repudiated, or its
enforceability is challenged or disaffirmed by or on behalf of the Borrower
or any Major Project Party thereto; provided, that such occurrence
shall not constitute an Event of Default with respect to any Major Project
Document (other than the Design-Build Agreement or the License Agreement) if
an agreement replacing such Major Project Document, in form and substance,
and with a counterparty, reasonably satisfactory to the Administrative
Agent, is entered into (together with all applicable Ancillary Documents)
within forty-five (45) days thereof.
  88




---



##### 



Governmental Approvals
 Unenforceability of Documentation
 (i)
    
    any material provision of any Financing Document shall
cease to be in full force and effect;
 (ii)
    
    any Financing Document is revoked or terminated, becomes
unlawful or is declared null and void by a Governmental Authority of
competent jurisdiction;
 (iii)
    
    any Financing Document becomes unenforceable, is
repudiated or the enforceability thereof is contested or disaffirmed by or
on behalf of any party thereto other than the Senior Secured Parties; and
 (iv)
    
    any Liens against any of the Collateral cease to be a
first-priority, perfected security interest in favor of the Collateral Agent
(subject to Permitted Liens), or the enforceability thereof is contested by
any Loan Party or any party (other than a Senior Secured Party) to the
Intercreditor Agreement, or any of the Security Documents ceases to provide
the security intended to be created thereby with the priority purported to
be created thereby.
 Environmental Matters Section 8.01(m)(i) (ii) (iii)
  89




---



##### 



Loss of Collateral provided provided
 Event of Abandonment
 Taking or Total Loss
 Change of Control
 Action Upon Bankruptcy Section
8.01(i) (Events of Default  Bankruptcy, Insolvency)
 Action Upon Other Event of Default
  90




---



##### 



Section 8.03(a) provided
 Application of Proceeds
 first , Section 3.13 (Fees) clause first
 second ARTICLE IV (Eurodollar Rate and Tax
Provisions) clause second
 third clause third
 fourth clause fourth
 last
  91




---



##### 



Appointment and Authority ARTICLE IX
 Section 9.01
  92




---



##### 



Section 9.05 (Delegation of Duties) ARTICLE IX ARTICLE X
(Miscellaneous Provisions) Section 10.08 (Indemnification by the Borrower) Section 9.03 (Exculpatory Provisions) Section 9.04 (Reliance by Agents)
  93




---



##### 



Rights as a Lender or Interest Rate Protection Provider
 Exculpatory Provisions
 (i)
    
    be subject to any fiduciary or other implied duties,
regardless of whether a Default or Event of Default has occurred and is
continuing;
 (ii)
    
    have any duty to take any discretionary action or
exercise any discretionary powers except discretionary rights and powers
expressly contemplated hereby or by the other Financing Documents to which
it is party that such Agent is required to exercise as directed in writing
by the Required Lenders (or such other number or percentage of the Lenders
as shall be expressly provided for herein or in such other Financing
Documents); provided that such Agent shall not be required to take
any action that, in its opinion or the opinion of its counsel, may expose
the Agent to liability or that is contrary to any Financing Document or
applicable Law; and provided further that no such direction given to
such Agent that in the sole judgment of such Agent imposes, or purports to
impose, or might reasonably be expected to impose upon such Agent any
obligation or liability not set forth in this Agreement or arising under
this Agreement or other Financing Documents to which it is party shall be
binding upon such Agent unless such Agent, in its sole discretion, accepts
such direction;
 (iii)
    
    except as expressly set forth herein and in the other
Financing Documents to which it is party, have any duty to disclose, or be
liable for any failure to disclose, any information relating to the
Borrower or any of its Affiliates that is communicated to or obtained by
the Person serving as an Agent or any of its Affiliates in any capacity;
or
 (iv)
    
    be required to institute any legal proceedings arising
out of or in connection with, or otherwise take steps to enforce, this
Agreement or any other Financing Document other than on the instructions of
the Lenders.
  94




---



##### 



Section 9.01 (Appointment and Authority)
 ARTICLE VI (Conditions
Precedent)
   95




---



##### 



Reliance by Agents
 Delegation of Duties ARTICLE IX
  96




---



##### 



Resignation or Removal of Agent  Section 9.06
   ARTICLE
IX
   97




---



##### 



No Amendment to Duties of Agent Without Consent
 Non-Reliance on Agent and Other Lenders
 No Lead Arranger or Bookrunner Duties
 Collateral Agent May File Proofs of Claim Section 8.01(i) (Events of Default  Bankruptcy, Insolvency)
 (i)
    
    to file and prove a claim for the whole amount of the
principal and interest owing and unpaid in respect of the Loans and all
other Obligations that are owing and unpaid and to file such other documents
as may be necessary or advisable in order to have the claims of the Senior
Secured Parties (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Senior Secured Parties and their
respective agents and counsel and all other amounts due the Senior Secured
Parties
under Section 3.13 (Fees), Section 10.06 (Costs and
Expenses) and Section 10.08 (Indemnification by the
Borrower)) allowed in such judicial proceeding; and
 (ii)
    
    to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same.
  98




---



##### 



Section 3.13 (Fees) Section 10.06
(Costs and Expenses) Section 10.08 (Indemnification by the Borrower)
  Collateral Matters Section 10.01 (Amendments, Etc.) Section 7.02(f) (Negative Covenants  Asset
Dispositions)
 Section 9.11 Section 9.11 Section 9.11
  99




---



##### 



Copies ARTICLE V (Representations and Warranties) ARTICLE
VI (Conditions Precedent) ARTICLE VII (Covenants)
 No Liability for Clean-up of Materials of Environmental Concern
  100




---



##### 



Amendments, Etc provided
 Section 8.03(a) (Action Upon Other Event of
Default)
 Section
3.01 (Repayment of Construction Loan Fundings) Section 3.02 (Repayment of Term Loan
Fundings) Section 3.03 (Repayment of Working Capital Loan Fundings) Section
3.04 (Interest Payment Dates)
 Section 3.10 (Mandatory Prepayment) provided
 Section 2.07
(Termination or Reduction of Commitments) Section 3.09 (Optional Prepayment) Section 3.10 (Mandatory Prepayment)
  101




---



##### 



Section 10.01
  provided further Section 10.03(h) (Assignments)
 Section 10.01
 Applicable Law; Jurisdiction; Etc. GOVERNING LAW
  102




---



##### 



SUBMISSION TO JURISDICTION
 WAIVER OF VENUE SECTION 10.02(b)
 Appointment of Process Agent and Service of Process Section 10.02
  103




---



##### 



Section 10.11 (Notices and Other Communications)
 Immunity Section 10.02(e)
 WAIVER OF JURY TRIAL SECTION
10.02
  104




---



##### 



Assignments Section
10.03(b) Section 10.03(d) Section
10.03(f) Section 10.03(h) Section 10.03
 provided Trade Date provided Section 10.03(c)
  105




---



##### 



Section 4.01 (Eurodollar Rate Lending Unlawful) Section 4.03 (Increased Eurodollar Loan Costs) Section 4.05 (Funding Losses) Section 4.07 (Taxes) Section 10.06 (Costs and Expenses) Section 10.08
(Indemnification by the Borrower) Section 10.03(b) Section 10.03(d)
 Register
 Participant provided provided
  106




---



##### 



Section 10.01 (Amendments,
Etc.) Section 10.03(e) Section 4.01
(Eurodollar Rate Lending Unlawful) Section 4.03 (Increased Eurodollar Loan Costs) Section 4.05 (Funding Losses) Section 4.07 (Taxes) Section 10.03(b) Section
10.15 (Right of Setoff) provided Section 3.15 (Sharing of Payments)
 Section 4.01
(Eurodollar Rate Lending Unlawful) Section 4.03 (Increased Eurodollar Loan Costs)
 provided
 execution signed signature
 Granting
Lender SPV provided
  107




---



##### 



Section 3.15 (Sharing of Payments) Section 4.03 (Increased
Eurodollar Loan Costs)
 Benefits of Agreement Section 10.08(b) (Indemnification by Borrower)
 Consultants
 Section 10.05
  108




---



##### 



agree approve certify confirm provided
 Costs and Expenses Section
10.06
 Counterparts; Effectiveness pdf
  109




---



##### 



Indemnification by the Borrower Section 10.11(f) (Notices and Other Communications) Section 4.07 (Taxes) Indemnitee
 (i)
    
    the execution or delivery of this Agreement, any other
Transaction Document or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto or thereto of their
respective obligations hereunder or thereunder or the consummation of the
transactions contemplated hereby or thereby;
 (ii)
    
    any Loan or the use or proposed use of the proceeds
therefrom;
 (iii)
    
    any actual or alleged presence, release or threatened
release of Materials of Environmental Concern on or from the Project or any
property owned, leased or operated by the Borrower, or any liability
pursuant to an Environmental Law related in any way to the Project, the Site
or the Borrower;
 (iv)
    
    any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based
on contract, tort or any other theory, whether brought by a third party or
by the Borrower or any of the Borrowers members, managers, or creditors,
and regardless of whether any Indemnitee is a party thereto and whether or
not any of the transactions contemplated hereunder or under any of the other
Financing Documents is consummated, in all cases, whether or not caused by
or arising, in whole or in part, out of the comparative, contributory or
sole negligence of the Indemnitee; and/or
 (v)
    
    any claim, demand or liability for brokers or finders
or placement fees or similar commissions, whether or not payable by the
Borrower, alleged to have been incurred in connection with such
transactions, other than any brokers or finders fees payable
to Persons engaged by the Lenders or the Agents without the knowledge of
the Borrower;
  110




---



##### 



(vi)
    
    the repayment in full of (or, if no Existing Plant Debt
is outstanding, the termination of the commitment for) the Existing Plant
Debt.
 provided
 Section 10.08(a) Section 10.08(b) Section 10.08(b)
 ARTICLE VI (Conditions Precedent) Section 10.08
 Interest Rate Limitation Maximum Rate
  111




---



##### 



No Waiver; Cumulative Remedies
 Notices and Other Communications Section 10.11(b)
 (i)
    
    if to the Borrower or any Agent, to the address,
telecopier number, electronic mail address or telephone number specified for
such Person on Schedule 10.11(a);
 (ii)
    
    if to any Lender, to the address, telecopier number,
electronic mail address or telephone number specified in its administrative
questionnaire; and
 (iii)
    
    if to any Interest Rate Protection Provider, to the
address, telecopier, number, electronic mail address or telephone number
specified on Schedule 10.11(a).
 Section 10.11(d) Section 10.11(d)
  112




---



##### 



ARTICLE II (Commitments and Funding) provided
 return receipt requested provided Section 10.11(d)(i)
    113




---



##### 



Communications _
 http: www.intralinks.com Platform
 AGENT PARTIES
  114




---



##### 



Schedule 10.11(a)
  Patriot Act Notice
 Payments Set Aside per annum Section 10.13(b)
  115




---



##### 



Non-Recourse
 Right of Setoff Section 10.15 provided
 Severability
  116




---



##### 



Survival Section 10.06 (Costs and Expenses) Section 10.08 (Indemnification by the
Borrower)
 Treatment of Certain Information; Confidentiality Section 10.18 Section 10.18
  117




---



##### 



Section
10.18 Information Section 10.18
 Waiver of Consequential Damages, Etc Section 10.08 (Indemnification by the Borrower)
 [Remainder of page intentionally blank. Next page is signature page.]
  118




---



##### 



SOUTHWEST GEORGIA ETHANOL, LLC,
as BorrowerBy:

/s/ Anthony J. FlaggName:
    Anthony J. FlaggTitle:
    Authorized Person  119




---



##### 



WESTLB AG, NEW YORK BRANCH,
as Sole Lead Arranger, Bookrunner and Syndication AgentBy:
    /s/ James AndersonName:
    James AndersonTitle:
    DirectorBy:
    /s/ Paul VastolaName:
    Paul VastolaTitle:
    DirectorWESTLB AG, NEW YORK BRANCH,
as Administrative AgentBy:
    /s/ James AndersonName:
    James AndersonTitle:
    DirectorBy:
    /s/ Paul VastolaName:
    Paul VastolaTitle:
    DirectorWESTLB AG, NEW YORK BRANCH,
as Collateral AgentBy:
    /s/ James AndersonName:
    James AndersonTitle:
    DirectorBy:
    /s/ Paul VastolaName:
    Paul VastolaTitle:
    Director  120




---



##### 



WESTLB AG, NEW YORK BRANCH,
as LenderBy:
    /s/ James AndersonName:
    James AndersonTitle:
    DirectorBy:
    /s/ Paul VestolaName:
    Paul VestolaTitle:
    Director  121




---



##### 



AGCOUNTRY FARM CREDIT SERVICES, FCLA,
as LenderBy:
    /s/ Randolph L. AberleName:
    Randolph L. AberleTitle:
    Vice President  122




---



##### 



AGFIRST FARM CREDIT BANK,
as LenderBy:
    /s/ Tom StallworthName:
    Tom StallworthTitle:
    Vice President 
  123




---



##### 



BANK OF CAMILLA,
as LenderBy:
    /s/ Ray T. Muggridge, IIIName:
    Ray T. Muggridge, IIITitle:
    President  124




---



##### 



COBANK, ACB,
as LenderBy:
    /s/ Penny ProbascoName:
    Penny ProbascoTitle:
    Assistant Corporate Secretary 
  125




---



##### 



FARM CREDIT BANK OF TEXAS,
as LenderBy:
    /s/ Horace R. HarrodName:
    Horace R. HarrodTitle:
    Vice President 
  126




---



##### 



NORTHWEST FARM CREDIT SERVICES, PCA,
as LenderBy:
    /s/ Casey KinzerName:
    Casey KinzerTitle:
    Account Manager  127




---



##### 



PLANTERS AND CITIZENS BANK,
as LenderBy:
    /s/ E. J. Vann IVName:
    E. J. Vann IVTitle:
    President and CEO  128




---



##### 



Exhibit A
 Acceptable Bank
 Account Collateral Grant of First-Priority
Security Interest
 Account Debtor
 Accounts
 Accounts Agreement
 Accounts Bank
 Accounts Bank Fee Letter
 Additional Project Document provided
 Administrative Agent Section 9.06 (Resignation or Removal of Agent)




---



##### 



Affiliate
 Agent Parties Section 10.11(i) (Notices and Other
Communications)
 Agents
 Aggregate Construction Loan Commitment Section 2.07 (Termination or
Reduction of Commitments)
 Aggregate Loan Commitment Section 2.07 (Termination
or Reduction of Commitments).
 Aggregate Term Loan Commitment Section 2.07 (Termination or Reduction of
Commitments)
 Aggregate Working Capital Loan Commitment Section 2.07 (Termination or
Reduction of Commitments)
 Agreement
 Agreement for Engineering Services
 Agricultural Market Consultant
 Ancillary Documents
   2




---



##### 



Applicable Margin
 Application for Payment
 Approved Fund
 Auditors provided
 Authorized Officer
 Base Rate per annum plus
  3




---



##### 



Base Rate Loan Article II (Commitments and Funding)
 Blocked Account Agreement Exhibit M
 Blocked Account Collateral
 Bond Collateral Documents
 Bond Funds
 Bond Indenture  1
 Bonds
 Bond Trustee
 Borrower
 
 1
    
    B&M to advise.
  4




---



##### 



Borrower LLC Agreement [ ]
 Borrowers Ethanol Market Consultant
 Borrowing Base
   Borrowing Base Certificate Exhibit N
 Business Day
   Business Interruption Insurance Proceeds
 Capitalized Lease Liabilities
 Cash Equivalents
   5




---



##### 



Cash Flow provided however
  6




---



##### 



Cash Flow Available for Debt Service minus first second
 Casualty Event
 CERCLA
 Change of Control
 Change Order
 Closing Date Section 6.01 (Conditions to Closing and First Funding of Construction Loans)
 Code
 Collateral
 Collateral Agent Section 9.06 (Resignation or Removal of Agent)
 Commitment Fee Section 3.13(a) (Fees)
 Commitment Percentage
 Commitments
 Commodity Hedging Arrangements
  7




---



##### 



Commodity Risk Management Plan Section 7.01(v) (Affirmative
Covenants  Commodity Hedging Programs)
 Communications Section 10.11(g) (Notices and Other
Communications)
 Condemnation Proceeds
 Confidential Information Memorandum
 Consents
 Construction Account
 Construction Budget Schedule 6.01(v) Section 7.02(t) (Negative
Covenants  Construction Budget)
 Construction Loan Section 2.01(a) (Construction
Loans )
 Construction Loan Commitment Schedule 2.01 Section 2.07 (Termination
or Reduction of Commitments)
 Construction Loan Commitment Percentage
 Construction Loan Funding Notice Exhibit E Section 2.04 (Notice of
Fundings)
  8




---



##### 



Construction Loan Maturity Date
 Construction Notes Exhibit B
 Construction/Term Applicable Margin
 Construction/Term Lenders Schedule 2.01 Section 10.03 (Assignments)
 Consultants
 Contest provided
 Contingency Line Item
 Contingent Liabilities provided however provided further
  9




---



##### 



Contractual Obligation
 Conversion Date Section 6.03 (Conditions to Term Loan Funding)
 Conversion Date Certain
 Conversion Date Funding Notice Exhibit F Section 2.04 (Notice of
Fundings)
 CSX Transportation Contract
 DDG
 Debt Service Section 4.03 (Increased Eurodollar Loan Costs) Section 4.07(a)
(Taxes)
 Debt Service LC Waiver Letter Exhibit P
 Debt Service Reserve Account
 Debt Service Reserve Letter of Credit
  10




---



##### 



Debt Service Reserve Required Amount
 Default
 Default Rate Section 3.06 (Default Interest
Rate
 Deferred Approvals Section 5.03(a)(iii)
(Representations and Warranties  Governmental Approvals)
 Deferred Contracts Section 5.11(a)(iv)
(Representations and Warranties  Contracts)
 Design-Build Agreement
 Design-Build Contractor
 Distillers Grains
 Dollar $
 Domestic Office Schedule 2.01
 Drawdown Schedule Schedule 6.02(a)(v)
  11




---



##### 



Electric Service Contract
 Electric Service Provider
 Eligible Accounts
 (i)
    
    it arises from either (i) the delivery of
Products by the Borrower, which delivery has been fully performed and,
if applicable, acknowledged and/or accepted by the Account Debtor with
respect thereto, or (ii) the sale or lease of goods by the Borrower,
and if it arises from the sale of goods, such goods have been shipped
or delivered to the Account Debtor thereof;
 (ii)
    
    it is a valid, legally enforceable obligation
of the Account Debtor thereunder, and is not subject to any reserve,
discount, credit, allowance (except any reserve, discount, credit or
allowance that has been deducted in computing the net amount thereof),
offset, counterclaim or other defense on such Account Debtors part or
to any claim on such Account Debtors part denying liability thereunder
in whole or in part;
 (iii)
    
    it is subject to a perfected Lien in the
Collateral Agents favor, for the benefit of the Senior Secured
Parties, and is not subject to any other Lien, except for Permitted
Liens;
 (iv)
    
    it is evidenced by an invoice (dated no later
than the date of shipment to the Account Debtor or performance and
having a due date not more than ninety (90) days after the date of such
invoice) rendered to such Account Debtor, and is not evidenced by any
instrument or chattel paper;
 (v)
    
    it is payable in Dollars;
 (vi)
    
    it is not owing by any Governmental Authority;
 (vii)
    
    it is not owing by any Account Debtor
residing, located or having its principal activities or place of
business outside the United States, unless the sale of goods giving
rise to such Account is credit enhanced by means of a letter of credit,
bankers acceptance or other credit support that is satisfactory to the
Administrative Agent and, if required by the Administrative Agent, has
been
delivered to the Administrative Agent and is directly drawable by the
Administrative Agent;
  12




---



##### 



(viii)
    
    it is not owing by any Account Debtor involved in any Insolvency or
Liquidation Proceeding or with respect to which the Borrower has
received notice of an imminent Insolvency or Liquidation Proceeding or
a material impairment of the financial condition of such Account
Debtor;
 (ix)
    
    it is not owing by any Affiliate of the
Borrower, other than pursuant to a Project Document between the
Borrower and an Affiliate thereof;
 (x)
    
    it is not unpaid more than ninety (90) days
after the invoice date;
 (xi)
    
    it is not owing by an Account Debtor that has
amounts outstanding more than ninety (90) days after the due date of
any invoice;
 (xii)
    
    it is not an Account arising in a transaction
where goods are sold on consignment or are sold pursuant to a sale on
approval, a bill and hold, or any other terms by reason of which the
payment by the Account Debtor may be conditional; and
 (xiii)
    
    it is not an Account as to which the Administrative Agent, at any
time or times hereafter, determines, in its reasonable judgment and in
good faith, that the prospect of payment or performance by the Account
Debtor thereof is or will be impaired in any material respect.
 provided
 Eligible Assignee
 Eligible Inventory
   13




---



##### 



provided
 Environmental Affiliate
 Environmental Approvals
 Environmental Claim
  14




---



##### 



Environmental Consultant
 Environmental Laws
 Environmental Site Assessment Report
 Equator Principles
 Equity Interests
 ERISA
 ERISA Affiliate
  15




---



##### 



ERISA Plan
 Ethanol Agreement
 Ethanol Market Guarantor
 Ethanol Marketing Contract Guaranty
 Eurodollar Loan Article II (Commitments and Funding) Article III (Repayments, Prepayments, Interest and Fees)
 Eurodollar Office Schedule 2.01 Section 4.04 (Obligation to Mitigate)
 Eurodollar Rate
 Eurodollar Reserve Percentage
 Event of Abandonment
  16




---



##### 



Event of Default Section 8.01 (Events
of Default)
 Event of Taking
 Event of Total Loss
 Excluded Taxes
 Existing Plant Debt
 Extraordinary Proceeds Account
 F.R.S. Board
 Federal Funds Effective Rate
  17




---



##### 



Fee Letters
 Fees Section 3.13 (Fees)
 Final Completion
 Final Completion Certificate Exhibit Q-1 Exhibit Q-2
 Final Completion Date
 Final Maturity Date
 Financial Model Exhibit K
 Financial Officer
 Financing Documents
        18




---



##### 



Fiscal Quarter
 Fiscal Year
 Funding
 Funding Date Section 2.05 (Funding of Loans)
 Funding Notice
 GAAP
 Gas Facilities Agreement
 Gas Supplier
 Gas Supply Agreement
 Governmental Approval
 Governmental Authority
 Grain Brokerage Agreement
  19




---



##### 



Grain Broker
 Granting Lender Section 10.03(h) (Assignments)
 Guarantee
 Historical Debt Service Coverage Ratio HDSCR
 Indebtedness
      20




---



##### 



Indemnified Taxes
 Indemnitee Section 10.08 (Indemnification by the
Borrower)
 Independent Engineer
 Independent Engineers Certificate Exhibit J
 Independent Member
   21




---



##### 



Information Section 10.18 (Treatment of Certain
Information; Confidentiality)
 Informational Report
 Initial Quarterly Payment Date
 Insolvency or Liquidation Proceeding
 Insurance and Condemnation Proceeds Account
 Insurance Consultant
 Insurance Proceeds
  22




---



##### 



Intercreditor Agreement
 Interest Payment Date
 Interest Period Section 2.05
(Funding of Loans) Section 3.05 (Interest Rates) provided however
 Interest Period Notice Exhibit O
 Interest Rate Protection Agreement Section 7.01(u) (Affirmative Covenants  Interest Rate Protection Agreement)
 Interest Rate Protection Provider
 Inventory
  23




---



##### 



Issuer
 Law Law
 Lead Arranger
 Lender Assignment Agreement Exhibit R
 Lenders Section 10.03 (Assignments)
 Letter Agreement
 LIBOR
    24




---



##### 



License Agreement
 Lien
 Line Item
 Liquidated Damages Account
 Loan Parties
 Loans
 Local Account
 Maintenance Capital Expense Account
 Maintenance Capital Expenses
 Major Project Documents
 (i)
    
    each Project Document other than the Electric Service Contract,
the Agreement for Engineering Services and items (xv) and (xvi) of the
definition of Project Document;(ii)
    
    each Additional Project Document designated as a Major Project
Document by the Administrative Agent; and
  25




---



##### 



(iii)
    
    any replacement agreement for any such agreement.
 Major Project Party
 Mandatory Prepayment Section 3.10
(Mandatory Prepayment)
 Master Transportation Contract
 Material Adverse Effect
 Materials of Environmental Concern
 Maturity Date
 Maximum Rate Section 10.09 (Interest Rate
Limitation)
 Moodys
 Mortgage
 Mortgaged Property
  26




---



##### 



Multiemployer Plan
 Necessary Project Approvals Section 5.03(a)(i)
(Representations and Warranties  Governmental Approvals)
 Necessary Project Contracts Section 5.11(a)(ii)
(Representations and Warranties  Contracts)
 Net Swap Payment
 Non-Appealable
 Non-U.S. Lender Section 4.07(e) (Taxes  Foreign
Lenders)
 Non-Voting Lender
 Notes Exhibit B Exhibit C Exhibit D
 Notice to Proceed
 Obligations
  27




---



##### 



Operating Account
 Operating Budget Section 7.01(j) (Affirmative
Covenants  Operating Budgets)
 Operating Budget Category
 Operating Statement Exhibit L
 Operation and Maintenance Expenses
 Organic Documents
 Owner
 Owners Scope
  28




---



##### 



Participant Section 10.03(d) (Assignments)
 Patriot Act
 PBGC
 Performance Bond
 Performance Test
 Performance Test Report Section 7.01(k) (Affirmative
Covenants  Performance Tests)
 Permitted Commodity Hedging Arrangements Section 7.02(u) (Negative Covenants  Commodity
Hedging Arrangements)
 Permitted Indebtedness Section 7.02(a)
(Negative Covenants  Restrictions on Indebtedness of the Borrower)
 Permitted Liens Section 7.02(b) (Negative Covenants -
Liens)
 Permitted Tax Distribution Effective Tax Rate   2
 
 2
    
    Borrower to provide rate of current [Georgia]and City
of [](if any) marginal income tax rate applicable to such distributee.  29




---



##### 



Person
 Plan
 Pledge Agreement
 Pledgor
 Prepayment Holding Account
 Primary Swap Obligations
 Process Agent [  ] 3
 
 3
    
    Borrower to provide.  30




---



##### 



Products
 Project
 Project Accounts
 Project Costs
     Section 7.01(h) (Affirmative Covenants  Insurance)
  31




---



##### 



Project Document Termination Payments
 Project Documents
 (i)
    
    Design-Build Agreement;(ii)
    
    Performance Bond;(iii)
    
    Letter Agreement;(iv)
    
    Grain Brokerage Agreement;(v)
    
    Ethanol Agreement;(vi)
    
    Ethanol Marketing Contract Guaranty;(vii)
    
    Risk Management Contract;(viii)
    
    License Agreement;(ix)
    
    Electric Service Contract;(x)
    
    Gas Facilities Agreement;(xi)
    
    Gas Supply Agreement;(xii)
    
    Master Transportation Contract;(xiii)
    
    CSX Transportation Contract;(xiv)
    
    Agreement for Engineering Services;(xv)
    
    any other documents designated as a Project Document by the
Borrower and the Administrative Agent;(xvi)
    
    each Additional Project Document; and(xvii)
    
    any replacement agreement for any such agreement.
  32




---



##### 



Project Party
 Prospective Debt Service Coverage Ratio PDSCR Section 7.01(j)
(Affirmative Covenants  Operating Budgets)
 Prudent Ethanol Operating Practice
 Qualified Counterparty
 Quarterly Payment Date
 Quarterly Period
 RCRA
 Register Section 10.03(c) (Assignments)
  33




---



##### 



Related Parties
 Removal Remedial Response
 Reportable Event
 Required Cash Sweep Section 3.10 (Mandatory Prepayment)
 Required Equity Contribution
 Required Lenders
 Required LLC Provisions Section 5.24
(Representations and Warranties  Required LLC Provisions)
 Required Working Capital Lenders
 Restricted Payment Certificate
  34




---



##### 



Restricted Payments provided
 Revenue Account
 Risk Management Contract
 S&P
 Securities Intermediary
 Security
 Security Agreement
 Security Discharge Date
 Security Documents
     35




---



##### 



Senior Secured Parties
 Site Schedule 5.13
 Sitework Contract
 Solvent
 Specified Period Section 7.01(t) (Affirmative
Covenants  Financial Model)
 SPV Section 10.03(h) (Assignments)
 Stated Amount
  36




---



##### 



Subordinated Debt
 Subordinated Debt Documents
 Subordinated Loan Agreement  4
 Subsidiary
 Survey Section 6.01(w) (Conditions to Closing and
First Funding of Construction Loans  Survey)
 Swap Contract
 
 4
    
    B&M to advise.  37




---



##### 



Swap Termination Value
 Tax Taxes
 Tax Return
 Technology License Provider
 Termination Event
  38




---



##### 



Term Loan Section 2.02(a) (Term Loans)
 Term Loan Commitment Schedule 2.01 Section 2.07 (Termination or Reduction of
Commitments)
 Term Loan Commitment Percentage
 Term Notes Exhibit C
 Threat of Release
 Title Continuation
 Title Insurance Company [  ] 5
 Title Insurance Policy Section 6.01(x) (Conditions
to Closing and First Funding of Construction Loans  Title Insurance)
 Transaction Documents
 
 5
    
    Borrower to provide.  39




---



##### 



Unfunded Benefit Liabilities i e
 Uniform Commercial Code UCC provided however UCC
 United States U.S.
 United States Person
 Value
 WDG
 WestLB
 Working Capital Applicable Margin
 Working Capital Available Amount provided
 Working Capital Expenses
 Working Capital Lenders Schedule 2.01 Section 10.03 (Assignments)
 Working Capital Loan Section 2.03(a) (Working
Capital Loans )
  40




---



##### 



Working Capital Loan Commitment Schedule 2.01 Section 2.07 (Termination or Reduction of Commitments)
 Working Capital Loan Commitment Percentage
 Working Capital Loan Funding Notice Exhibit G Section 2.04
(Notice of Fundings)
 Working Capital Loan Maturity Date
 Working Capital Notes Exhibit D
 Working Capital Reserve Account
 Working Capital Reserve Required Amount
  41




---



##### 



to Senior Credit Agreement
 LENDERS, LOAN COMMITMENTS AND OFFICES
 CONSTRUCTION
    
    
    
    
    
    
    WORKINGLOAN
    
    
    TERM LOAN
    
    
    CAPITAL LOANLENDER
    
    COMMITMENT
    
    
    COMMITMENT
    
    
    COMMITMENT
    
    
    DOMESTIC OFFICE
    
    EURODOLLAR OFFICEWestLB AG, New YorkBranch
    
    $
    20,000,000.00
    
    
    $
    20,000,000.00
    
    
    $
    5,000,000.00
    
    
    WestLB AG, New York Branch
    
    WestLB AG, New York Branch1211 Avenue of the Americas
    
    1211 Avenue of the AmericasNew York, NY 10036
    
    New York, NY 10036Attention: Cheryl Wilson
    
    Attention: Cheryl WilsonTelephone: 212-852-6152
    
    Telephone: 212-852-6152Facsimile: 212-302-7946
    
    Facsimile: 212-302-7946AgFirst Farm Credit Bank
    
    $
    51,500,000.00
    
    
    $
    51,500,000.00
    
    
    $
    5,000,000.00
    
    
    AgFirst Farm Credit Bank
    
    N/A1401 Hampton StreetColumbia, SC 29201Attention: Tom StallworthTelephone: 803-753-2277Facsimile: 803-254-4219Bank of Camilla
    
    $
    1,500,000.00
    
    
    $
    1,500,000.00
    
    
    $
    0
    
    
    Bank of Camilla
    
    N/A50 E. Broad St./PO Box 111Camilla, GA 31730-0111Attention: Ray T. Muggridge,III, President; Bill Cromer,Senior Lending OfficerTelephone: 229-336-5225Facsimile: 229-336-0479CoBank, ACB
    
    $
    8,000,000.00
    
    
    $
    8,000,000.00
    
    
    $
    0
    
    
    CoBank, ACB
    
    CoBank, ACB5500 South Quebec St.
    
    5500 South Quebec St.Greenwood Village, Colorado 80111
    
    Greenwood Village, Colorado 80111Attention: Syndications
    
    Attention: SyndicationsTelephone: 303-740-4000
    
    Telephone: 303-740-4000Facsimile:  303-740-4002
    
    Facsimile:  303-740-4002
  2.01 -1




---



##### 



CONSTRUCTION
    
    
    
    
    
    
    WORKINGLOAN
    
    
    TERM LOAN
    
    
    CAPITAL LOANLENDER
    
    COMMITMENT
    
    
    COMMITMENT
    
    
    COMMITMENT
    
    
    DOMESTIC OFFICE
    
    EURODOLLAR OFFICEFarm Credit Bank of Texas
    
    $
    10,000,000.00
    
    
    $
    10,000,000.00
    
    
    $
    5,000,000.00
    
    
    Farm Credit Bank of Texas
    
    N/A4801 Plaza on the Lake DriveAustin, TX  78746Attention:  Alan RobinsonTelephone:  512-465-0627Facsimile:  512-465-1832AgCountry
Farm Credit Services, FCLA
    
    $
    3,000,000.00
    
    
    $
    3,000,000.00
    
    
    $
    0
    
    
    AgCountry Farm Credit Services,
    
    N/AFCLA1900 44th Street SouthFargo, North Dakota 58108Attention: Randolph AberleTelephone:  701-499-2501Facsimile:  701-277-9054Northwest
Farm Credit Services, PCA
    
    $
    5,000,000.00
    
    
    $
    5,000,000.00
    
    
    $
    0
    
    
    Northwest Farm Credit Services,
    
    N/APCA1700 South Assembly Street,Spokane, WA 99224Attention: Jim D. AllenTelephone: 509-340-5555Facsimile: 509-340-5503Planters
and Citizens Bank
    
    $
    1,000,000.00
    
    
    $
    1,000,000.00
    
    
    $
    0
    
    
    Planters and Citizens Bank
    
    N/A21 North Harney StreetCamilla, GA  31730Attention: E. J. Vann IVTelephone: 229-336-5271Facsimile: 229-336-7930TOTAL
    
    $
    100,000,000.00
    
    
    $
    100,000,000.00
    
    
    $
    15,000,000.00
  2.01 -2




---



##### 



Schedule 5.03  Necessary Project Approvals
 Part A First Funding Project Approvals; Status
 1.
    
    Air Quality Permit No. 2869-205-0047-S-01-0, dated November 29, 2006, issued by the State
of Georgia, Department of Natural Resources, Environmental Protection Division, Air
Protection Branch to First United Ethanol, LLC. Request for transfer from First United
Ethanol, LLC to Southwest Georgia Ethanol, LLC sent November 19, 2007; waiting for
re-issuance.
 2.
    
    Ground Water Use Permit No. 101-0005, dated July 18, 2007, issued by the State of
Georgia, Department of Natural Resources, Environmental Protection Division, Watershed
Protection Branch, Water Withdrawal Permitting Program/Groundwater Unit to First United
Ethanol, LLC. Notice of transfer from First United Ethanol, LLC to Southwest Georgia
Ethanol, LLC sent November 19, 2007; no further action required.
 3.
    
    Notice of Intent for Coverage under National Pollutant Discharge Elimination System
General Permit No. GAR100001 to Discharge Storm Water Associated with Construction Activity.
Notice of transfer from First United Ethanol, LLC to Southwest Georgia Ethanol, LLC sent
November 19, 2007; no further action required.
 4.
    
    Plan Approval and Permission to Drill, dated June 20, 2007, issued by State of Georgia,
Department of Natural Resources, Southwest Environmental Management District to First United
Ethanol, LLC. Notice of transfer from First United Ethanol, LLC to Southwest Georgia
Ethanol, LLC sent November 19, 2007; no further action required.
 5.
    
    Letter from Madeleine Kellam, Coordinator, Brownsfields Redevelopment Unit, Environmental
Protection Division, to First United Ethanol, LLC c/o Andrea Rimer, Troutman Sanders LLP,
dated November 22, 2006, approving
Brownsfields Limitation of Liability. Transferred pursuant to Designation of Limitation of
Liability Agreement, dated as of November 20, 2007, between First United Ethanol, LLC and
Southwest Georgia Ethanol, LLC
 6.
    
    Wetlands Determination, dated July 26, 2007, determining that the First United Ethanol
Plant site in Mitchell County, Georgia does not contain any wetlands, issued by the
Department of the Army to First United Ethanol, LLC. No further action necessary.




---



##### 



Part B Deferred Approvals
 Name/Type of Approval
    
    Date/Stage Approval to be Obtained1.
    
    Notice of Intent for Coverage under National Pollutant Discharge
Elimination System General Permit No. GAR000000 to Discharge Storm Water
Associated with Industrial Activity
    
    Prior to operations2.
    
    Permit to Operate a Public Water System
    
    Prior to operations3.
    
    Clean Air Act Section 112(r) Risk Management Plan
    
    Prior to operations4.
    
    Notification of Status under the Georgia Hazardous Waste Management Act
(if applicable based on waste generated at the Facility)
    
    Prior to operations5.
    
    Department of Homeland Security, Chemical Facility Anti-terrorism
Standards Top Screen (if applicable based on the final regulations to be issued)
    
    Prior to operations6.
    
    Tobacco & Alcohol Permit
    
    Prior to operations7.
    
    Wastewater Discharge Permit
    
    Prior to operations
  2




---



##### 



to Senior Credit Agreement
 Project Contracts
 Part A Necessary Project Contracts
 1.
    
    Lump Sum Design-Build Agreement, dated as of November 16, 2006, by and between Fagen,
Inc. and First United Ethanol,
LLC.*
 2.
    
    Change Order No. 001, dated March 28, 2007, by and between Fagen, Inc. and First United
Ethanol, LLC.*
 3.
    
    Change Order No. 002, dated July 11, 2007, by and between Fagen, Inc. and First United
Ethanol, LLC.*
 4.
    
    Change Order No. 003, dated July 9, 2007, by and between Fagen, Inc. and First United
Ethanol, LLC.*
 5.
    
    Change Order No. 004, dated August 13, 2007, by and between Fagen, Inc. and First United
Ethanol, LLC.*
 6.
    
    Change Order No. 005, dated August 29, 2007, by and between Fagen, Inc. and First United
Ethanol, LLC.*
 7.
    
    Change Order No. 006, dated September 10, 2007, by and between Fagen, Inc. and First
United Ethanol, LLC.*
 8.
    
    Performance Bond, dated November 16, 2006, issued by Liberty Mutual Insurance Company for
the benefit of First United Ethanol, LLC.*
 9.
    
    Payment Bond, dated November 16, 2006, issued by Liberty Mutual Insurance Company for the
benefit of First United Ethanol, LLC.*
 10.
    
    ICM License Agreement, dated as of November 16, 2006, by and between ICM, Inc. and First
United Ethanol, LLC.*
 11.
    
    Contract for Electric Service, dated April 27, 2007, by and between Georgia Power Company
and First United Ethanol, LLC.*
 12.
    
    Excess Facilities Charge Agreement, dated April 27, 2007, by and between Georgia Power
Company and First United Ethanol, LLC.*
 
 *
    
    Assigned to Southwest Georgia Ethanol, LLC pursuant to
the Assignment Agreement between First United Ethanol, LLC and Southwest
Georgia Ethanol, LLC.




---



##### 



13.
    
    Natural Gas Supply and Capacity Agreement, dated as of January 23, 2007, by and between
the City of Camilla, Georgia and First United Ethanol, LLC.*
 14.
    
    Natural Gas Facilities Agreement, dated as of January 23, 2007, by and between the City
of Camilla, Georgia and First United Ethanol, LLC.*
 15.
    
    Letter Agreement for Design and Construction of Water Pre-Treatment System and Fire
Protection System, dated January 13, 2007, by and between Fagen, Inc. and First United
Ethanol, LLC.*
 16.
    
    Risk Management Contract, dated as of July 9, 2007, by and between FCStone, LLC and First
United Ethanol, LLC.*
 17.
    
    Ethanol Marketing Contract, dated as of December 29, 2006, by and between Eco-Energy,
Inc. and First United Ethanol, LLC.*
 18.
    
    Ethanol Marketing Contract Guaranty, dated as of December 29, 2006, by FCStone, LLC in
favor of First United Ethanol, LLC.*
 19.
    
    Grain Brokerage Agreement, dated as of November 3, 2006, by and between Palmetto Grain
Brokerage, LLC and First United Ethanol, LLC.*
 20.
    
    Master Transportation Contract REG-NS-C-19452, effective as of November 15, 2006, by and
between Norfolk Southern Railway Company and Consolidated Subsidiaries and Southwest Georgia
Ethanol, LLC.
 21.
    
    Transportation Contract REG-NS-C-19477, effective as of October 1, 2008, by and between
Norfolk Southern Railway Company and Consolidated Subsidiaries and Southwest Georgia
Ethanol, LLC.
 22.
    
    Railroad Transportation Contract CSXT 83796, effective as of November 15, 2006, by and
between CSX Transportation, Inc. and Georgia and Florida Railnet, Inc. and First United
Ethanol, LLC as amended by Amendment 1, effective as of April 23, 2007.*
 23.
    
    Assignment Agreement, dated November 20, 2007, by and between First United Ethanol, LLC
and Southwest Georgia Ethanol, LLC.
 24.
    
    Loan Agreement, dated as of November 1, 2006, by and between Mitchell County Development
Authority and First United Ethanol, LLC.**
 
 *
    
    Assigned to Southwest Georgia Ethanol, LLC pursuant to
the Assignment Agreement between First United Ethanol, LLC and Southwest
Georgia Ethanol, LLC.**
    
    Assigned to Southwest Georgia Ethanol, LLC pursuant to the
Omnibus Assignment and Amendment Agreement between First United Ethanol, LLC,
Southwest Georgia Ethanol, LLC and the other parties thereto.
  2




---



##### 



25.
    
    Subordination Agreement, dated as of November 1, 2006, by and between the Mitchell County
Development Authority and First United Ethanol, LLC.**
 26.
    
    Security Agreement, dated as of November 28, 2006, by and between Regions Bank and First
United Ethanol, LLC.**
 27.
    
    Railroad Car Lease Agreement, dated November 5, 2007, by and between Trinity Industries
Leasing Company and First United Ethanol, LLC.*
 28.
    
    Loop Track Contract, dated September 12, 2007, by and between Railworks Track Systems,
Inc. and First United Ethanol, LLC.*
 29.
    
    Wastewater Discharge Engineering Contract, dated October 2, 2007, by and between
Stevenson & Palmer Engineering, Inc., and First United Ethanol, LLC.*
 30.
    
    Agreement to Drill Industrial Wells, dated July 3, 2007, by and between Griffin Well
Drilling, LLC and First United Ethanol, LLC.*
 Part B Deferred Contracts
 Name/Type of Contract
    
    Date/Stage Contract to be Obtained1.
    
    Omnibus Assignment and Amendment Agreement, to be executed by and
between First United Ethanol, LLC, Southwest Georgia Ethanol, LLC,
Mitchell County Development Authority, Regions Bank, Southwest Georgia
Farm Credit, ACA and Wachovia Bank, National Association
    
    Prior to First Funding Date2.
    
    Operation and Maintenance Agreement, to be executed by and between
Southwest Georgia Ethanol, LLC and First United Ethanol, LLC
    
    Prior to First Funding Date3.
    
    Services Agreement, to be executed by and between Southwest Georgia
Ethanol, LLC and First United Ethanol, LLC
    
    Prior to First Funding Date4.
    
    Paving Contract
    
    Prior to operations
 
 *
    
    Assigned to Southwest Georgia Ethanol, LLC pursuant to
the Assignment Agreement between First United Ethanol, LLC and Southwest
Georgia Ethanol, LLC.**
    
    Assigned to Southwest Georgia Ethanol, LLC pursuant to the
Omnibus Assignment and Amendment Agreement between First United Ethanol, LLC,
Southwest Georgia Ethanol, LLC and the other parties thereto.
  3




---



##### 



Name/Type of Contract
    
    Date/Stage Contract to be Obtained5.
    
    Office Building Contract
    
    Prior to operations6.
    
    Construction of Wastewater System Contract
    
    Prior to operations7.
    
    Grain Car Lease
    
    Prior to operations8.
    
    Yard Engine Lease
    
    Prior to operations9.
    
    Omnitrax Master Agreement
    
    Prior to operations10.
    
    Omnitrax Service Agreement
    
    Prior to operations11.
    
    Omnitrax Lease
    
    Prior to operations12.
    
    Carbon Dioxide Agreement
    
    Prior to operations13.
    
    Construction of Wet Grain Handler Contract
    
    Prior to operations14.
    
    Dried Distillers Grain Contracts
    
    During operations15.
    
    Corn Contracts
    
    During operations
 Other Project Agreements (Pursuant to Section 5.11(a)(i) )
 1.
    
    Designation of Limitation of Liability, dated as of November 20, 2007, by and between
First United Ethanol, LLC and Southwest Georgia Ethanol, LLC.
  4




---



##### 



Schedule 5.12(c)  Security Filings
 1.
    
    Form UCC-1 filing relating to the Security Agreement with the Office of the Clerk of the
Superior Court of Mitchell County, Georgia.
 2.
    
    Form UCC-1 fixture filing relating to the Mortgage with the Office of the Clerk of the
Superior Court of Mitchell County, Georgia.
 3.
    
    Filing of the Mortgage with the Office of the Clerk of the Superior Court of Mitchell
County, Georgia.
 4.
    
    Filing with the Surface Transportation Board in respect of any Rail Car Lease.




---



##### 



to Senior Credit Agreement
 Site Description
 Tract 1: th




---



##### 



Tract 2: th




---



##### 



Tract 3:
 th




---



##### 



to Senior Credit Agreement
 Tax Returns Not Filed or Taxes Not Paid




---



##### 



Schedule 5.19  Environmental Claims




---



##### 



to Senior Credit Agreement
 Required LLC Provisions
 Required LLC Provisions
 Definitions
 Independent Member




---



##### 



Material Action
 Other Required Provisions
 Independent Member
     2




---



##### 



Separateness Provisions .
          3




---



##### 



4




---



##### 



5




---



##### 



Schedule 5.29  Finders, Advisory, Brokers or Investment Banking Fees




---



##### 



Schedule 6.01(v)  Construction Budget
 Development / Construction2007
    
    
    
    
    
    
    2007
    
    
    2007
    
    
    2007
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008% of Total
    
    
    
    
    
    
    0
    
    
    Project Balance to
    
    
    1
    
    
    2
    
    
    3
    
    
    4
    
    
    5
    
    
    6
    
    
    7
    
    
    8
    
    
    9
    
    
    10
    
    
    11
    
    
    12
    
    
    13
    
    
    14
    
    
    15Project Cost
    
    
    Amount ($)
    
    
    Actual & Budgeted until Sep-07
    
    
    Completion (Oct-08)
    
    
    Oct-07
    
    
    Nov-07
    
    
    Dec-07
    
    
    Jan-08
    
    
    Feb-08
    
    
    Mar-08
    
    
    Apr-08
    
    
    May-08
    
    
    Jun-08
    
    
    Jul-08
    
    
    Aug-08
    
    
    Sep-08
    
    
    Oct-08
    
    
    Nov-08
    
    
    Dec-08
    
    
    Conversion Jan 2009Project Draws:Fagen EPC
    
    
    71.2
    %
    
    
    131,642
    
    
    
    56,373
    
    
    
    75,269
    
    
    
    8,655
    
    
    
    9,737
    
    
    
    7,530
    
    
    
    7,530
    
    
    
    5,842
    
    
    
    6,621
    
    
    
    5,193
    
    
    
    4,039
    
    
    
    5,842
    
    
    
    2,856
    
    
    
    2,337
    
    
    
    2,741
    
    
    
    6,347
    
    
    
    0
    
    
    
    0Owners Scope
    
    
    11.7
    %
    
    
    21,619
    
    
    
    10,782
    
    
    
    10,837
    
    
    
    1,246
    
    
    
    1,402
    
    
    
    1,084
    
    
    
    1,084
    
    
    
    841
    
    
    
    953
    
    
    
    748
    
    
    
    582
    
    
    
    841
    
    
    
    411
    
    
    
    336
    
    
    
    395
    
    
    
    914
    
    
    
    0
    
    
    
    0Hard Costs
    
    
    82.9
    %
    
    
    153,261
    
    
    
    67,155
    
    
    
    86,106
    
    
    
    9,901
    
    
    
    11,139
    
    
    
    8,614
    
    
    
    8,614
    
    
    
    6,683
    
    
    
    7,574
    
    
    
    5,941
    
    
    
    4,620
    
    
    
    6,683
    
    
    
    3,267
    
    
    
    2,673
    
    
    
    3,135
    
    
    
    7,261
    
    
    
    0
    
    
    
    0Legal/ Public Relations/ Consulting
    
    
    0.3
    %
    
    
    606
    
    
    
    565
    
    
    
    41
    
    
    
    5
    
    
    
    5
    
    
    
    4
    
    
    
    4
    
    
    
    3
    
    
    
    4
    
    
    
    3
    
    
    
    2
    
    
    
    3
    
    
    
    2
    
    
    
    1
    
    
    
    1
    
    
    
    3
    
    
    
    0
    
    
    
    0Organization & Pre-Production Costs
    
    
    2.1
    %
    
    
    3,954
    
    
    
    1,299
    
    
    
    2,655
    
    
    
    305
    
    
    
    343
    
    
    
    266
    
    
    
    266
    
    
    
    206
    
    
    
    234
    
    
    
    183
    
    
    
    142
    
    
    
    206
    
    
    
    101
    
    
    
    82
    
    
    
    97
    
    
    
    224
    
    
    
    0
    
    
    
    0Insurance Costs
    
    
    0.2
    %
    
    
    379
    
    
    
    354
    
    
    
    25
    
    
    
    3
    
    
    
    3
    
    
    
    3
    
    
    
    3
    
    
    
    2
    
    
    
    2
    
    
    
    2
    
    
    
    1
    
    
    
    2
    
    
    
    1
    
    
    
    1
    
    
    
    1
    
    
    
    2
    
    
    
    0
    
    
    
    0Rail Cars
    
    
    0.6
    %
    
    
    1,040
    
    
    
    0
    
    
    
    1,040
    
    
    
    120
    
    
    
    135
    
    
    
    104
    
    
    
    104
    
    
    
    81
    
    
    
    91
    
    
    
    72
    
    
    
    56
    
    
    
    81
    
    
    
    39
    
    
    
    32
    
    
    
    38
    
    
    
    88
    
    
    
    0
    
    
    
    0Soft Costs
    
    
    3.2
    %
    
    
    5,979
    
    
    
    2,218
    
    
    
    3,761
    
    
    
    432
    
    
    
    486
    
    
    
    376
    
    
    
    376
    
    
    
    292
    
    
    
    331
    
    
    
    259
    
    
    
    202
    
    
    
    292
    
    
    
    143
    
    
    
    117
    
    
    
    137
    
    
    
    317
    
    
    
    0
    
    
    
    0Construction Contingency
    
    
    0.4
    %
    
    
    650
    
    
    
    0
    
    
    
    650
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Construction Performance Bond
    
    
    0.4
    %
    
    
    677
    
    
    
    677
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Debt Service Reserve
    
    
    3.2
    %
    
    
    5,848
    
    
    
    8,851
    
    
    
    (3,003
    )
    
    
    0
    
    
    
    (6,542
    )
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    3,539Transaction Expenses
    
    
    5.2
    %
    
    
    9,586
    
    
    
    4,586
    
    
    
    5,000
    
    
    
    0
    
    
    
    5,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Other Costs
    
    
    9.1
    %
    
    
    16,761
    
    
    
    14,114
    
    
    
    2,647
    
    
    
    0
    
    
    
    (1,542
    )
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    3,539Total Construction Costs before IDC
    
    
    
    
    
    
    176,001
    
    
    
    83,487
    
    
    
    92,514
    
    
    
    10,333
    
    
    
    10,083
    
    
    
    8,990
    
    
    
    8,990
    
    
    
    6,975
    
    
    
    7,905
    
    
    
    6,200
    
    
    
    4,822
    
    
    
    6,975
    
    
    
    3,410
    
    
    
    2,790
    
    
    
    3,272
    
    
    
    7,578
    
    
    
    0
    
    
    
    3,539Interest During Construction
    
    
    4.8
    %
    
    
    8,914
    
    
    
    2,111
    
    
    
    6,804
    
    
    
    73
    
    
    
    73
    
    
    
    692
    
    
    
    73
    
    
    
    73
    
    
    
    1,208
    
    
    
    73
    
    
    
    73
    
    
    
    1,612
    
    
    
    73
    
    
    
    73
    
    
    
    1,892
    
    
    
    816
    
    
    
    73
    
    
    
    1,583Total Levered Construction Costs
    
    
    100.0
    %
    
    
    184,916
    
    
    
    85,598
    
    
    
    99,318
    
    
    
    10,406
    
    
    
    10,156
    
    
    
    9,682
    
    
    
    9,063
    
    
    
    7,048
    
    
    
    9,113
    
    
    
    6,273
    
    
    
    4,895
    
    
    
    8,587
    
    
    
    3,483
    
    
    
    2,863
    
    
    
    5,164
    
    
    
    8,394
    
    
    
    0
    
    
    
    3,539Cumulative Uses of Funds
    
    
    
    
    
    
    
    
    
    
    85,598
    
    
    
    
    
    
    
    96,004
    
    
    
    106,160
    
    
    
    115,843
    
    
    
    124,906
    
    
    
    131,954
    
    
    
    141,067
    
    
    
    147,340
    
    
    
    152,235
    
    
    
    160,822
    
    
    
    164,305
    
    
    
    167,168
    
    
    
    172,332
    
    
    
    180,726
    
    
    
    180,726
    
    
    
    184,266




---



##### 



Schedule 6.02(a)(v)  Drawdown Schedule
 Development / Construction2007
    
    
    2007
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008% of Total
    
    
    
    
    
    
    2
    
    
    3
    
    
    4
    
    
    5
    
    
    6
    
    
    7
    
    
    8
    
    
    9
    
    
    10
    
    
    11
    
    
    12
    
    
    13
    
    
    14
    
    
    15Project Cost
    
    
    Amount ($)
    
    
    Nov-07
    
    
    Dec-07
    
    

Jan-08
    
    
    Feb-08
    
    
    Mar-08
    
    
    Apr-08
    
    
    May-08
    
    
    Jun-08
    
    
    Jul-08
    
    
    Aug-08
    
    
    Sep-08
    
    
    Oct-08
    
    
    Nov-08
    
    
    Dec-08
    
    
    Conversion Jan 200910,156Priority of Funding
    
    Available
    
    Total UsedEquity
    
    
    74,916
    
    
    
    74,916
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Cumulative
    
    
    
    
    
    
    
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916Subordinated Debt
    
    
    10,000
    
    
    
    10,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Cumulative
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000C/T Loan
    
    
    100,000
    
    
    
    99,350
    
    
    
    10,156
    
    
    
    9,682
    
    
    
    9,063
    
    
    
    7,048
    
    
    
    9,113
    
    
    
    6,273
    
    
    
    4,895
    
    
    
    8,587
    
    
    
    3,483
    
    
    
    2,863
    
    
    
    5,164
    
    
    
    8,394
    
    
    
    0
    
    
    
    3,539Cumulative
    
    
    
    
    
    
    
    
    
    
    21,245
    
    
    
    30,927
    
    
    
    39,990
    
    
    
    47,038
    
    
    
    56,151
    
    
    
    62,424
    
    
    
    67,319
    
    
    
    75,906
    
    
    
    79,389
    
    
    
    82,252
    
    
    
    87,417
    
    
    
    95,811
    
    
    
    95,811
    
    
    
    99,350Monthly Funded
    
    
    184,916
    
    
    
    180,726
    
    
    
    10,156
    
    
    
    9,682
    
    
    
    9,063
    
    
    
    7,048
    
    
    
    9,113
    
    
    
    6,273
    
    
    
    4,895
    
    
    
    8,587
    
    
    
    3,483
    
    
    
    2,863
    
    
    
    5,164
    
    
    
    8,394
    
    
    
    0
    
    
    
    3,539Cumulative
    
    
    
    
    
    
    
    
    
    
    106,160
    
    
    
    115,843
    
    
    
    124,906
    
    
    
    131,954
    
    
    
    141,067
    
    
    
    147,340
    
    
    
    152,235
    
    
    
    160,822
    
    
    
    164,305
    
    
    
    167,168
    
    
    
    172,332
    
    
    
    180,726
    
    
    
    180,726
    
    
    
    184,266




---



##### 



Schedule 7.01(h)  Insurance
       (i)
    
    The Collateral Agent shall be sole (or first) loss
payee with respect to Sections 3.1, 3.2, 3.3, 4.1, and 4.2 hereof using a
Standard Lenders Loss Payable Clause acceptable to the Administrative
Agent;(ii)
    
    The Senor Secured Parties shall be additional
insureds with respect to all of the insurance policies (except
Professional Liability, Directors and Officers and Workers
Compensation/Employers Liability or where otherwise not legally allowed);




---



##### 



Adjustment of Losses




---



##### 



Application of Payments
 Evidence of Insurance
 No Duty to Verify
 Duty to Inform the Agent of Unavailability of Deductibles




---



##### 








---



##### 








---



##### 



(i)
    
    With the exception of workers compensation, include Borrower,
any operator and the Senor Secured Parties as additional insureds;(ii)
    
    Be primary as respects insurance provided by Borrower, any
operator and the Senor Secured Parties;




---



##### 



(iii)
    
    Waive rights of subrogation against Borrower, any operator
and the Senor Secured Parties;(iv)
    
    Continue in force until all obligations of such contractor or
subcontractor are fulfilled.




---



##### 



(i)
    
    Except for the workers compensation
insurance, name Borrower, any operator and the Senor Secured Parties
as additional insureds;(ii)
    
    Be primary as respects insurance provided
by Borrower, any operator and the Senor Secured Parties;(iii)
    
    Waive rights of subrogation against
Borrower, any operator and the Senor Secured Parties;(iv)
    
    Continue in force until all obligations of
such subcontractor have been fulfilled.




---



##### 








---



##### 








---



##### 



NOTICE INFORMATION
 I.
    
    BORROWER:SOUTHWEST GEORGIA ETHANOL, LLC
 Mailing Address:
    
    P.O. Box 386Camilla, GA 31730Physical Address:
    
    4615 Back Nine RoadPelham, GA 31779Attention:
    
    Larry Kamp, Chief Financial OfficerTelephone:
    
    (229) 522-2822Facsimile:
    
    (229) 522-2824E-mail
    
    larry@firstunitedethanol.com
 II.
    
    ADMINISTRATIVE AGENT, LEAD ARRANGER AND SOLE BOOKRUNNER:WESTLB AG, NEW YORK BRANCH
 1211 Avenue of the AmericasNew York, NY 10036Attention:
    
    Andrea BaileyPhone:
    
    212-597-1158Facsimile:
    
    212-302-7946E-mail:
    
    NYC_Agency_Services@WestLB.com
 III.
    
    COLLATERAL AGENT:WESTLB AG, NEW YORK BRANCH
 1211 Avenue of the AmericasNew York, NY 10036Attention:
    
    Andrea BaileyTelephone:
    
    212-597-1158Facsimile:
    
    212-302-7964E-mail:
    
    NYC_Agency_Services@WestLB.com
  10.11(a)-1




---



##### 



IV.
    
    INTEREST RATE PROTECTION PROVIDER:WESTLB AG, NEW YORK BRANCH
 1211 Avenue of the AmericasNew York, NY 10036Attention:
    
    Lawrence VassalloTelephone:
    
    212-597-8500Fax:
    
    212-789-0039E-mail:
    
    Lawrence_Vassallo@westlb.comGroup E-mail:
    
    NYC_DerivMktg@westlb.com
 V.
    
    ACCOUNTS BANKAMARILLO NATIONAL BANK
 P.O. Box 1Amarillo, Texas 79105(or, for delivery by overnight courier, to:410 S. TaylorAmarillo, Texas 79101)Attention:
    
    Craig Sanders, Executive Vice PresidentTelephone:
    
    806-378-8244Facsimile:
    
    806-345-1663E-mail:
    
    craig.sanders@anb.com
  10.11(a)-2




---



##### 



EXECUTION VERSION
 Exhibit
A
 Acceptable Bank
 Account Collateral Grant of First-Priority
Security Interest
 Account Debtor
 Accounts
 Accounts Agreement
 Accounts Bank
 Accounts Bank Fee Letter
 Additional Project Document provided
 Administrative Agent Section 9.06 (Resignation or Removal of Agent)




---



##### 



Affiliate
 Agent Parties Section 10.11(i) (Notices and Other
Communications)
 Agents
 Aggregate Construction Loan Commitment Section 2.07 (Termination or
Reduction of Commitments)
 Aggregate Loan Commitment Section 2.07 (Termination
or Reduction of Commitments).
 Aggregate Term Loan Commitment Section 2.07 (Termination or Reduction of
Commitments)
 Aggregate Working Capital Loan Commitment Section 2.07 (Termination or
Reduction of Commitments)
 Agreement
 Agricultural Market Consultant
 Ancillary Documents
  2




---



##### 



Applicable Margin
 Application for Payment
 Approved Fund
 Approved Management Fees Section 7.01(j) (Affirmative Covenants  Operating Budget)
 Assignment Agreement
  3




---



##### 



Auditors provided
 Authorized Officer
 Base Rate per annum plus
 Base Rate Loan Article II (Commitments and Funding)
 Blocked Account Agreement Exhibit M
 Blocked Account Collateral
 Bond Collateral Documents
  4




---



##### 



Bond Funds
 Bond Indenture
 Bonds
 Bond Trustee
 Borrower
 Borrower LLC Agreement
 Borrowing Base
   Borrowing Base Certificate Exhibit N
  5




---



##### 



Business Day
   Business Interruption Insurance Proceeds
 Capitalized Lease Liabilities
 Carbon Dioxide Agreement
 Cash Equivalents
     6




---



##### 



Cash Flow provided however
 Cash Flow Available for Debt Service minus first second
  7




---



##### 



Casualty Event
 CERCLA
 Change of Control
 Change Order
 Closing Date Section 6.01 (Conditions to Closing and First Funding of Construction Loans)
 Code
 Collateral
 Collateral Agent Section 9.06 (Resignation or Removal of Agent)
 Commitment Fee Section 3.13(a) (Fees)
 Commitment Percentage
 Commitments
  8




---



##### 



Commodity Hedging Arrangements
 Commodity Risk Management Plan Section 7.01(v) (Affirmative
Covenants  Commodity Hedging Programs)
 Communications Section 10.11(g) (Notices and Other
Communications)
 Condemnation Proceeds
 Confidential Information Memorandum
 Consents
 Construction Account
 Construction Budget Schedule 6.01(v) Section 7.02(t) (Negative
Covenants  Construction Budget)
 Construction Loan Section 2.01(a) (Construction
Loans )
 Construction Loan Commitment Schedule 2.01 Section 2.07 (Termination or Reduction of Commitments)
  9




---



##### 



Construction Loan Commitment Percentage
 Construction Loan Funding Notice Exhibit E Section 2.04 (Notice of
Fundings)
 Construction Loan Maturity Date
 Construction Notes Exhibit B
 Construction/Term Applicable Margin
 Construction/Term Lenders Schedule 2.01 Section 10.03 (Assignments)
 Consultants
 Contest provided
  10




---



##### 



Contingency Line Item
 Contingent Liabilities provided however provided further
 Contractual Obligation
 Conversion Date Section 6.03 (Conditions to Term Loan Funding)
 Conversion Date Certain
 Conversion Date Funding Notice Exhibit F Section 2.04 (Notice of
Fundings)
  11




---



##### 



CSX Transportation Contract
 DDG
 Debt Service Section 4.03 (Increased Eurodollar Loan Costs) Section 4.07(a)
(Taxes)
 Debt Service LC Waiver Letter Exhibit P
 Debt Service Reserve Account
 Debt Service Reserve Letter of Credit
 Debt Service Reserve Required Amount
 Default
 Default Rate Section 3.06 (Default Interest
Rate
 Deferred Approvals Section 5.03(a)(iii)
(Representations and Warranties  Governmental Approvals)
  12




---



##### 



Deferred Contracts Section 5.11(a)(iv)
(Representations and Warranties  Contracts)
 Design-Build Agreement
 Design-Build Contractor
 Distillers Grains
 Dollar $
 Domestic Office Schedule 2.01
 Drawdown Schedule Schedule 6.02(a)(v)
 Electric Service Contract
 Electric Service Provider
 Eligible Accounts
 (i)
    
    it arises from either (i) the delivery of
Products by the Borrower, which delivery has been fully performed
and, if applicable, acknowledged and/or accepted by the Account
Debtor with respect thereto, or (ii) the sale or lease of goods by
the Borrower, and if it arises from the sale of goods, such goods
have been shipped or delivered to the Account Debtor thereof;
  13




---



##### 



(ii)
    
    it is a valid, legally enforceable
obligation of the Account Debtor thereunder, and is not subject to
any reserve, discount, credit, allowance (except any reserve,
discount, credit or allowance that has been deducted in computing the
net amount thereof), offset, counterclaim or other defense on such
Account Debtors part or to any claim on such Account Debtors part
denying liability thereunder in whole or in part;
 (iii)
    
    it is subject to a perfected Lien in the
Collateral Agents favor, for the benefit of the Senior Secured
Parties, and is not subject to any other Lien, except for Permitted
Liens;(iv)
    
    it is evidenced by an invoice (dated no
later than the date of shipment to the Account Debtor or performance
and having a due date not more than ninety (90) days after the date
of such invoice) rendered to such Account Debtor, and is not
evidenced by any instrument or chattel paper;(v)
    
    it is payable in Dollars;(vi)
    
    it is not owing by any Governmental
Authority;(vii)
    
    it is not owing by any Account Debtor
residing, located or having its principal activities or place of
business outside the United States, unless the sale of goods giving
rise to such Account is credit enhanced by means of a letter of
credit, bankers acceptance or other credit support that is
satisfactory to the Administrative Agent and, if required by the
Administrative Agent, has been delivered to the Administrative Agent
and is directly drawable by the Administrative Agent;(viii)
    
    it is not owing by any Account Debtor involved in any Insolvency or
Liquidation Proceeding or with respect to which the Borrower has
received notice of an imminent Insolvency or Liquidation Proceeding
or a material impairment of the financial condition of such Account
Debtor;
  14




---



##### 



(ix)
    
    it is not owing by any Affiliate of the
Borrower, other than pursuant to a Project Document between the
Borrower and an Affiliate thereof;(x)
    
    it is not unpaid more than ninety (90) days
after the invoice date;(xi)
    
    it is not owing by an Account Debtor that
has amounts outstanding more than ninety (90) days after the due date
of any invoice;(xii)
    
    it is not an Account arising in a
transaction where goods are sold on consignment or are sold pursuant
to a sale on approval, a bill and hold, or any other terms by reason
of which the payment by the Account Debtor may be conditional; and(xiii)
    
    it is not an Account as to which the Administrative Agent, at any
time or times hereafter, determines, in its reasonable judgment and
in good faith, that the prospect of payment or performance by the
Account Debtor thereof is or will be impaired in any material
respect.
 provided
 Eligible Assignee
 Eligible Inventory
    15




---



##### 



provided
 Environmental Affiliate
 Environmental Approvals
 Environmental Claim
  16




---



##### 



Environmental Consultant
 Environmental Laws
 Environmental Site Assessment Report
 Equator Principles
 Equity Interests
  17




---



##### 



ERISA
 ERISA Affiliate
 ERISA Plan
 Ethanol Agreement
 Ethanol Market Consultant
 Ethanol Marketer
 Ethanol Market Guarantor
 Ethanol Marketing Contract Guaranty
 Eurodollar Loan Article II (Commitments and Funding) Article III (Repayments, Prepayments, Interest and Fees)
 Eurodollar Office Schedule 2.01 Section 4.04 (Obligation to Mitigate)
  18




---



##### 



Eurodollar Rate
 Eurodollar Reserve Percentage
 Event of Abandonment
 Event of Default Section 8.01 (Events
of Default)
 Event of Taking
 Event of Total Loss
 Excess Facilities Charge Agreement
  19




---



##### 



Excluded Taxes
 Existing Plant Debt
 Extraordinary Proceeds Account
 F.R.S. Board
 Federal Funds Effective Rate
 Fee Letters
  20




---



##### 



Fees Section 3.13 (Fees)
 Final Completion
 Final Completion Certificate Exhibit Q-1 Exhibit Q-2
 Final Completion Date
 Final Maturity Date
 Financial Model Exhibit K
 Financial Officer
 Financing Documents
        21




---



##### 



Fiscal Quarter
 Fiscal Year
 Funding
 Funding Date Section 2.05 (Funding of Loans)
 Funding Notice
 GAAP
 Gas Facilities Agreement
 Gas Supplier
 Gas Supply Agreement
 Governmental Approval
 Governmental Authority
  22




---



##### 



Grain Brokerage Agreement
 Grain Broker
 Granting Lender Section 10.03(h) (Assignments)
 Guarantee
 Historical Debt Service Coverage Ratio HDSCR
 Indebtedness
  23




---



##### 



Indemnified Taxes
  24




---



##### 



Indemnitee Section 10.08 (Indemnification by the
Borrower)
 Independent Engineer
 Independent Engineers Certificate Exhibit J
 Independent Member
      Information Section 10.18 (Treatment of Certain
Information; Confidentiality)
  25




---



##### 



Informational Report
 Initial Quarterly Payment Date
 Insolvency or Liquidation Proceeding
 Insurance and Condemnation Proceeds Account
 Insurance Consultant
 Insurance Proceeds
 Intercreditor Agreement
 Interest Payment Date
 Interest Period Section 2.05
(Funding of Loans) Section 3.05 (Interest Rates) provided however
  26




---



##### 



Interest Period Notice Exhibit O
 Interest Rate Protection Agreement Section 7.01(u) (Affirmative Covenants  Interest Rate Protection Agreement)
 Interest Rate Protection Provider
 Inventory
 Issuer
 Law Law
  27




---



##### 



Lead Arranger
 Lender Assignment Agreement Exhibit R
 Lenders Section 10.03 (Assignments)
 Letter Agreement
 LIBOR
     28




---



##### 



License Agreement
 Lien
 Line Item
 Liquidated Damages Account
 Loan Parties
 Loans
 Local Account
 Maintenance Capital Expense Account
 Maintenance Capital Expenses
 Major Project Documents
 (i)
    
    each Project Document other than the Services Agreement, the
Operation and Maintenance Agreement and items (xxi), (xxii) and (xxiii) of the
definition of Project Document;(ii)
    
    each Additional Project Document designated as a Major
Project Document by the Administrative Agent; and(iii)
    
    any replacement agreement for any such agreement.
  29




---



##### 



Major Project Party
 Mandatory Prepayment Section 3.10
(Mandatory Prepayment)
 Master Transportation Contract
 Material Adverse Effect
 Materials of Environmental Concern
 Maturity Date
 Maximum Rate Section 10.09 (Interest Rate
Limitation)
 Moodys
 Mortgage
  30




---



##### 



Mortgaged Property
 Multiemployer Plan
 Necessary Project Approvals Section 5.03(a)(i)
(Representations and Warranties  Governmental Approvals)
 Necessary Project Contracts Section 5.11(a)(ii)
(Representations and Warranties  Contracts)
 Net Swap Payment
 Non-Appealable
 Non-U.S. Lender Section 4.07(e) (Taxes  Foreign
Lenders)
 Non-Voting Lender
 Notes Exhibit B Exhibit C Exhibit D
 Notice to Proceed
  31




---



##### 



Obligations
 Omnibus Assignment and Amendment Agreement
 Operating Account
 Operating Budget Section 7.01(j) (Affirmative
Covenants  Operating Budgets)
 Operating Budget Category
 Operating Statement Exhibit L
 Operation and Maintenance Agreement
 Operation and Maintenance Expenses
  32




---



##### 



Organic Documents
 Owner
 Owners Scope
 Participant Section 10.03(d) (Assignments)
 Patriot Act
 Payment Bond
 PBGC
 Performance Bond
 Performance Test
  33




---



##### 



Performance Test Report Section 7.01(k) (Affirmative
Covenants  Performance Tests)
 Permitted Commodity Hedging Arrangements Section 7.02(u) (Negative Covenants  Commodity
Hedging Arrangements)
 Permitted Indebtedness Section 7.02(a)
(Negative Covenants  Restrictions on Indebtedness of the Borrower)
 Permitted Liens Section 7.02(b) (Negative Covenants -
Liens)
 Permitted Tax Distribution Effective Tax Rate
 Person
 Plan
  34




---



##### 



Pledge Agreement
 Pledgor
 Prepayment Holding Account
 Primary Swap Obligations
 Process Agent
 Products
 Project
 Project Accounts
  35




---



##### 



Project Costs
     Section 7.01(h) (Affirmative Covenants  Insurance)
    Project Document Termination Payments
 Project Documents
 (i)
    
    Design-Build Agreement;(ii)
    
    Performance Bond;(iii)
    
    Payment Bond;(iv)
    
    Letter Agreement;(v)
    
    Grain Brokerage Agreement;
  36




---



##### 



(vi)
    
    Ethanol Agreement;(vii)
    
    Ethanol Marketing Contract Guaranty;(viii)
    
    Risk Management Contract;(ix)
    
    License Agreement;(x)
    
    Electric Service Contract;(xi)
    
    Gas Facilities Agreement;(xii)
    
    Gas Supply Agreement;(xiii)
    
    Master Transportation Contract;(xiv)
    
    CSX Transportation Contract;(xv)
    
    Excess Facilities Charge Agreement;(xvi)
    
    Operation and Maintenance Agreement;(xvii)
    
    Services Agreement;(xviii)
    
    upon the execution thereof, the Carbon Dioxide Agreement;(xix)
    
    upon the execution thereof, the Rail Car Lease;(xx)
    
    Transportation Contract;
 (xxi)
    
    any other documents designated as a Project Document by the
Borrower and the Administrative Agent;(xxii)
    
    each Additional Project Document; and(xxiii)
    
    any replacement agreement for any such agreement.
 Project Party
  37




---



##### 



Prospective Debt Service Coverage Ratio PDSCR Section 7.01(j) (Affirmative Covenants  Operating
Budgets)
 Prudent Ethanol Operating Practice
 Qualified Counterparty
 Quarterly Payment Date
 Quarterly Period
 Rail Car Lease
 RCRA
 Register Section 10.03(c) (Assignments)
  38




---



##### 



Related Parties
 Reorganization Part A Schedule 5.03
 Removal Remedial Response
 Reportable Event
 Required Cash Sweep Section 3.10 (Mandatory Prepayment)
 Required Equity Contribution
 Required Lenders
  39




---



##### 



Required LLC Provisions Section 5.24
(Representations and Warranties  Required LLC Provisions)
 Required Working Capital Lenders
 Restricted Payment Certificate
 Restricted Payments provided
 Revenue Account
 Risk Management Contract
 S&P
 Securities Intermediary
  40




---



##### 



Security
 Security Agreement
 Security Discharge Date
 Security Documents
          Senior Secured Parties
 Services Agreement
 Site Schedule 5.13
  41




---



##### 



Solvent
 Specified Period Section 7.01(t) (Affirmative
Covenants  Financial Model)
 SPV Section 10.03(h) (Assignments)
 Stated Amount
 Subordinated Debt
 Subordinated Debt Documents
 Subordinated Loan Agreement
  42




---



##### 



Subsidiary
 Survey Section 6.01(w) (Conditions to Closing and
First Funding of Construction Loans  Survey)
 Swap Contract
 Swap Termination Value
  43




---



##### 



Tax Taxes
 Tax Return
 Technology License Provider
 Termination Event
 Term Loan Section 2.02(a) (Term Loans)
 Term Loan Commitment Schedule 2.01 Section 2.07 (Termination or Reduction of
Commitments)
  44




---



##### 



Term Loan Commitment Percentage
 Term Notes Exhibit C
 Threat of Release
 Title Continuation
 Title Insurance Company
 Title Insurance Policy Section 6.01(x) (Conditions
to Closing and First Funding of Construction Loans  Title Insurance)
 Transaction Documents
 Transportation Contract
 Unfunded Benefit Liabilities i e
  45




---



##### 



Uniform Commercial Code UCC provided however UCC
 United States U.S.
 United States Person
 Value
 WDG
 WestLB
 Working Capital Applicable Margin
 Working Capital Available Amount provided
 Working Capital Expenses
 Working Capital Lenders Schedule 2.01 Section 10.03 (Assignments)
 Working Capital Loan Section 2.03(a) (Working
Capital Loans )
  46




---



##### 



Working Capital Loan Commitment Schedule 2.01 Section 2.07 (Termination or Reduction of Commitments)
 Working Capital Loan Commitment Percentage
 Working Capital Loan Funding Notice Exhibit G Section 2.04
(Notice of Fundings)
 Working Capital Loan Maturity Date
 Working Capital Notes Exhibit D
 Working Capital Reserve Account
 Working Capital Reserve Required Amount
  47




---



##### 



to Senior Credit Agreement
 [FORM OF CONSTRUCTION NOTE]
 Construction Note
 $[]
    
    []
[], 2007
 [   ] [   ] [   ] [  ] [  ] Senior Credit Agreement
     B-1




---



##### 



B-2




---



##### 



SOUTHWEST GEORGIA ETHANOL, LLC,
a Georgia limited liability companyBy:Name:Title:  B-3




---



##### 



Construction Note
 LOANS AND PAYMENTS OF PRINCIPAL
 Amount of
    
    UnpaidAmount of
    
    Principal Paid
    
    Principal
    
    NotationDate
    
    Loan
    
    or Prepaid
    
    Balance
    
    Made By
  B-4




---



##### 



to Senior Credit Agreement
 [FORM OF TERM NOTE]
 Term Note
 $[]
    
    []
[], []
 [   ] [   ] [   ] [  ] [  ] Senior Credit Agreement
     C-1




---



##### 



C-2




---



##### 



SOUTHWEST GEORGIA ETHANOL, LLC,
a Georgia limited liability companyBy:Name:Title:  C-3




---



##### 



Term Note
 LOANS AND PAYMENTS OF PRINCIPAL
 Amount of
    
    UnpaidAmount of
    
    Principal Paid
    
    Principal
    
    NotationDate
    
    Loan
    
    or Prepaid
    
    Balance
    
    Made By
  C-4




---



##### 



to Senior Credit Agreement
 [FORM OF WORKING CAPITAL NOTE]
 Working Capital Note
 $[]
    
    []
[
 _____ 

], 2007
 [   ] [   ] [   ] [  ] [  ] Senior Credit Agreement
     D-1




---



##### 



D-2




---



##### 



SOUTHWEST GEORGIA ETHANOL, LLC,
a Georgia limited liability companyBy:Name:Title:  D-3




---



##### 



Working Capital Note
 LOANS AND PAYMENTS OF PRINCIPAL
 Amount of
    
    UnpaidAmount of
    
    Principal Paid
    
    Principal
    
    NotationDate
    
    Loan
    
    or Prepaid
    
    Balance
    
    Made By
  D-4




---



##### 



to Senior Credit Agreement
 [FORM OF]  CONSTRUCTION LOAN FUNDING NOTICE
 Construction Loan Funding Notice [  ] [ ] Administrative Agent Notice of Fundings Senior Credit Agreement Borrower
 Notice of Fundings
  Funding Request [Note: each Construction Loan Funding Notice should only
include those provisions applicable to the requested Funding.]
 Proposed
Construction Loan Funding
 [ [  ] [  ] [ ] [ [  ] [  ] ] [ ] ]
  E-1




---



##### 



[  ] [ ] Proposed Construction Loan Funding Date
 [ [ ] [  ] [  ] ]
  [
 [ [  ] [  ] [ ]]
 [  ] [  ]
 Use of Proceeds [
 [  ] [  ] Exhibit A
 [  ] [  ] Exhibit B
 [  ] [  ]
 [  ] [  ]
 [  ] [  ]
  E-2




---



##### 



[insert description of relevant Project Costs (other than interest and Fees on the Loans) not
to exceed $1,000,000 that are not included in the attached invoices and that will be paid with
proceeds of the Proposed Construction Loan Funding]
 Certifications [Note: each Construction Loan Funding Notice should
only include those provisions applicable to the requested Funding.]
 [ Conditions to Closing and First Funding of Construction Loans ] 1 Conditions to All Construction Loan Fundings Conditions to All Fundings
    
 1
    
    First Funding only.  E-3




---



##### 



Delivery of Additional Documents
 [ Exhibit A [ ] 2 [ ] ] 3
 
 2
    
    Applies to the initial Funding only.3
    
    Applies only to Fundings for Project Costs.  E-4




---



##### 



[ Exhibit B Exhibit A ] 4
 [ ] 5
 Exhibit C [ ][ ] [ ] [ ]
 [ Exhibit D Negative
Covenants  Project Documents ] 6
 
 4
    
    Applies only to Fundings for Project Costs.5
    
    Applies only where Funding proceeds are to be applied
to Project Costs for which invoices are not yet available.6
    
    Applies only to Fundings for Project Costs.  E-5




---



##### 



[ Exhibit E [ ] 7 [ ] 8 ] 9
 Exhibit F
 Governing Law
  [ ]
 
 7
    
    Applies only to first Funding.8
    
    Applies only to Fundings other than first Funding.9
    
    Applies only to Fundings for Project Costs.  E-6




---



##### 



IN WITNESS WHEREOF
 SOUTHWEST GEORGIA ETHANOL, LLC,By:Name:Title:  E-7




---



##### 



to Construction Loan Funding Notice
 APPLICATIONS FOR PAYMENT




---



##### 



to Construction Loan Funding Notice
 INVOICES




---



##### 



to Construction Loan Funding Notice
 LIEN WAIVER STATEMENTS




---



##### 



to Construction Loan Funding Notice
 CHANGE ORDERS




---



##### 



to Construction Loan Funding Notice
 RECEIPTS OF PAYMENT




---



##### 



to Construction Loan Funding Notice
 TITLE INSURANCE




---



##### 



to Senior Credit Agreement
 [FORM OF]  CONVERSION DATE FUNDING NOTICE
 Conversion Date Funding Notice [  ] [ ] Administrative Agent Notice of Fundings Senior Credit Agreement Borrower
 [ ] [ ] Notice
of Fundings
  Funding Request Proposed Conversion Date Funding
 [[  ] [  ] ]
 [  ] [  ] [ ][ ]
 [ [  ] [  ] [ ][ ] ][ ]
  F-1




---



##### 



[ [  ] [ ][ ] ]
 [  ] [ ] Proposed Conversion Date Funding Date
 [ [ ] [  ] [ ] ]
 [ [  ] [ ] ]
 Requested Funding Transfers
 [ [  ] [  ] ]
 [   ]
 [ [  ] [  ] ]
 [ [  ] [  ] ;]
 Certifications
 [ ] [ ] [ Conditions to All Construction Loan
Fundings ] Conditions to Term Loan Funding [ Conditions to
Working Capital Loan Fundings ] Conditions to All Fundings
  F-2




---



##### 



[Additional Certification for Construction Loans ]
 Additional Certifications for Term Loans
     F-3




---



##### 



[Additional Certifications for Working Capital Loans
  Reporting
Requirements [ ]
 [ ]
 [ 1 ]
 1
    
    Approval of the Independent Engineer shall be required
if (A) the amount of such Working Capital Loans together with the amounts
transferred to the Maintenance Capital Expense Account during such month, in
each case for payment of Maintenance Capital Expenses for compliance with any
Environmental Law or other applicable Law (I) exceed five hundred thousand
Dollars ($500,000) or (II) together with all previous Working Capital Loans and
transfers to the Maintenance Capital Expense Account, in each case for payment
of Maintenance Capital Expenses for compliance with any Environmental Law or
other applicable Law, during the then current Fiscal Year (or, if the
Conversion Date occurred during the current Fiscal Year, since the Conversion
Date), exceed in the aggregate one million Dollars ($1,000,000), or (B) the
amount of such Working Capital Loans together with the amounts transferred to
the Maintenance Capital Expense Account during such month, in each case for any
other purpose and, taken together with all previous Working Capital Loans and
transfers to the Maintenance Capital Expense Account, in each case for any
other purpose, during the then current Fiscal Year (or, if the Conversion Date
occurred during the current Fiscal Year, since the Conversion Date), exceed in
the aggregate five hundred thousand Dollars ($500,000).
   F-4




---



##### 



]
 [Delivery of Additional Documents for Construction Loans
 [ Exhibit A ] 2
 [ Exhibit B Exhibit A ] 3
 [ ] 4
 Exhibit C
 (Contd from preceding page)
 2
    
    Applies only to Fundings for Project Costs.3
    
    Applies only to Fundings for Project Costs.4
    
    Applies only to Fundings for Project Costs.
  F-5




---



##### 



[ Exhibit D Negative Covenants  Project
Documents ] 5
 [ Exhibit E ] 6
 Exhibit F ]
 Governing Law
 [  ]
 
 5
    
    Applies only to Fundings for Project Costs.6
    
    Applies only to Fundings for Project Costs.
  F-6




---



##### 



IN WITNESS WHEREOF
 SOUTHWEST GEORGIA ETHANOL, LLCBy:Name:Title: ACCEPTED AND AGREED:

WESTLB AG, NEW YORK BRANCH,

as Administrative AgentBy:Name:Title: By:Name:Title:  F-7




---



##### 



to Conversion Date Funding Notice
 APPLICATIONS FOR PAYMENT




---



##### 



to Conversion Date Funding Notice
 INVOICES




---



##### 



to Conversion Date Funding Notice
 LIEN WAIVER STATEMENTS




---



##### 



to Conversion Date Funding Notice
 CHANGE ORDERS




---



##### 



to Conversion Date Funding Notice
 RECEIPTS OF PAYMENT




---



##### 



to Conversion Date Funding Notice
 TITLE INSURANCE




---



##### 



to Senior Credit Agreement
 [FORM OF]  WORKING CAPITAL LOAN FUNDING NOTICE
 Working Capital Loan Funding Notice [ ] [_ ] Administrative Agent Notice of Fundings Senior Credit Agreement Borrower
 Notice of Fundings
  Section 1 Funding Request Proposed Working Capital Loan Funding
 [ ] [ ] [ ] [ [_____] [_____] ] [ ] 1
 
 1
    
    Prior to Conversion Date only.  G-1




---



##### 



[ ] [ ] [ ] [ [_____] [_____] ] [ ]
 [ ] [ ] [ ] [ [_____] [_____] ] [ ]
 [ ] [_ ] Proposed Working Capital Loan Funding Date
 [ [ ] [ ] [ ] ]
 Section 2 Requested Transfers Working
Capital Loans
 [ ] [ ]
 [ ] [ ]
 [ ] [ ]
  G-2




---



##### 



Section 3 Certifications
 Conditions to
Working Capital Loan Fundings Conditions to All Fundings
 Conditions
to Working Capital Loan Fundings Conditions to All Fundings
  Borrowing Base Certificate [ ]
   2
 
 2
    
    Prior to Conversion Date only.  G-3




---



##### 



3
  
 3
    
    Approval of the Independent Engineer shall be required
if (A) the amount of such Working Capital Loans together with the amounts
transferred to the Maintenance Capital Expense Account during such month, in
each case for payment of Maintenance Capital Expenses for compliance with any
Environmental Law or other applicable Law (I) exceed five hundred thousand
Dollars ($500,000) or (II) together with all previous Working Capital Loans and
transfers to the Maintenance Capital Expense Account, in each case for payment
of Maintenance Capital Expenses for compliance with any Environmental Law or
other applicable Law, during the then current Fiscal Year (or, if the
Conversion Date occurred during the current Fiscal Year, since the Conversion
Date), exceed in the aggregate one million Dollars ($1,000,000), or (B) the
amount of such Working Capital Loans together with the amounts transferred to
the Maintenance Capital Expense Account during such month, in each case for any
other purpose and, taken together with all previous Working Capital Loans and
transfers to the Maintenance Capital Expense Account, in each case for any
other purpose, during the then current Fiscal Year (or, if the Conversion Date
occurred during the current Fiscal Year, since the Conversion Date), exceed in
the aggregate five hundred thousand Dollars ($500,000).  G-4




---



##### 



Section 4 Governing Law
  [ ]
  G-5




---



##### 



IN WITNESS WHEREOF
 SOUTHWEST GEORGIA ETHANOL, LLCBy:Name:Title:  G-6




---



##### 



to Senior Credit Agreement
 FORM OF NON-U.S. LENDER STATEMENT
 Senior Credit
Agreement
       H-1




---



##### 



[NAME OF NON-U.S. LENDER]By:Print Name:Title:Date:  H-2




---



##### 



to Senior Credit Agreement
 [FORM OF]  INSURANCE CONSULTANTS CERTIFICATE
  
 SOUTHWEST GEORGIA ETHANOL, LLC
  Insurance
Consultant Section 6.01(p) Senior Credit Agreement Borrower
 Attachment 1
  I-1




---



##### 



(i)
    
    the Borrower has evidenced all insurance binders required
pursuant to and in accordance with Section 6.01(p) of the Senior Credit
Agreement, and their insurance broker has executed a letter confirming that all
such insurance policies are in full force and effect;(ii)
    
    the Borrowers insurance broker has confirmed that all premiums
due and payable with respect to each such insurance policy have been paid or
that the Borrower is not in arrears on any such premium due;(iii)
    
    each such insurance policy is placed with insurance carriers
which are authorized to do business in Georgia and rated A-, X or better by
A.M. Bests Insurance Guide and Key Ratings;
  
    
    Each such insurance policy (with the exception of Professional
Liability, Directors and Officers and Workers Compensation/Employers
Liability insurance) has been endorsed with the Senior Secured Parties as
Additional Insured and the Collateral Agent as sole (or first) loss payee
(where applicable);
    
    Each such insurance policy permits a waiver of subrogation for the
benefit of the Senior Secured Parties;
    
    Each such insurance policy is primary (without contribution from any
other policies the Senior Secured Parties may hold);
    
    Each all risk property, builders all risk, business interruption, delay
in startup, and property/machinery breakdown (boiler and machinery) policy
contains non-vitiation language to ensure such insurance policy will remain
in full force and effect for the benefit of the Senior Secured Parties in
the event other insured parties violate the terms and conditions of the
policy/policies;
    
    Each such insurance policy contains a non-invalidation endorsement or
provision that permits (but does not obligate) the Senior Secured Parties
to pay any premiums due and continue coverage in the event that the
Borrower fails to make premium payments; and
    
    Each such insurance policy provides a minimum of 45-days written notice
of cancellation to Administrative Agent, except for cancellation based on
non-payment of premium which provides for 10 days prior written notice.
  I-2




---



##### 



Attachment 2
 [ ]
  I-3




---



##### 



MOORE-MCNEIL, LLCBy:Name:Title:  I-4




---



##### 



to Insurance Consultants Certificate
 INSURANCE CONSULTANTS REPORT AND OPINION




---



##### 



to Insurance Consultants Certificate
 CERTIFICATE OF BORROWERS INSURANCE BROKER
 To: Moore-McNeil, LLC[  ][  ][  ]Attention: [  ]
 Borrower Senior Credit
Agreement
  (i)
    
    the Borrower has obtained all insurance policies required
pursuant to and in accordance with Section 6.01(p) of the Senior Credit
Agreement, and all such insurance policies are in full force and effect;(ii)
    
    all premiums due and payable with respect to each such
insurance policy have been paid or the Borrower is not in arrears on any such
premium due;(iii)
    
    each such insurance policy is placed with insurance carriers
with an AM Best, A-X or equivalent credit rating;(iv)
    
    each such insurance policy (with the exception of Professional
Liability, Directors and Officers and Workers Compensation/Employers Liability
insurance) has been endorsed with the Senior Secured Parties as Additional
Insured and the Collateral Agent as sole (or first) loss payee (where
applicable);(v)
    
    each such insurance policy permits a waiver of subrogation for
the benefit of the Senior Secured Parties;(vi)
    
    each such insurance policy is primary (without contribution
from any other policies the Senior Secured Parties may hold);
  1




---



##### 



(vii)
    
    each all risk property, builders all risk, business
interruption, delay in startup, and property/machinery breakdown (boiler and
machinery) policy contains non-vitiation language to ensure such insurance
policy will remain in full force and effect for the benefit of the Senior
Secured Parties in the event other insured parties violate the terms and
conditions of the policy/policies;(viii)
    
    each such insurance policy contains a non-invalidation endorsement or
provision that permits (but does not obligate) the Senior Secured Parties to
pay any premiums due and continue coverage in the event that the Borrower fails
to make premium payments; and(ix)
    
    each such insurance policy provides a minimum of 45-days
written notice of cancellation to Administrative Agent, except for cancellation
based on non-payment of premium which provides for 10 days prior written
notice.
  [Insurance Broker]By:Name:Title:  2




---



##### 

`

[FORM OF]  INDEPENDENT ENGINEERS CLOSING CERTIFICATE
 [ Letterhead of Independent Engineer ]
  
 Re:
    
    Independent Engineers ReportSouthwest Georgia Ethanol, LLC Project
  Senior Credit
Agreement Borrower .
 Report Facility
  J-1-1




---



##### 



1 2
  [ The remainder of this page is intentionally blank. The next page is the signature page ]
 
 1
    
    Insert date after date of IE Report.2
    
    Insert Closing Date.  J-1-2




---



##### 



Harris Group Inc.By:Name:  Title: By:Name:Title:




---



##### 



to Independent Engineers Closing Certificate
 INDEPENDENT ENGINEERS REPORT
  Exhibit A




---



##### 



[FORM OF]  INDEPENDENT ENGINEERS CERTIFICATE
 [ Letterhead of Independent Engineer ]
 [ ]
 
 Re: SOUTHWEST GEORGIA ETHANOL, LLC
  We Independent Engineer Senior Credit Agreement Borrower
 [ [ ]] Current Funding Notice [ date ]
  J-2-1




---



##### 



Exhibit J-1 ]
 [ Exhibit J-1 ]
 [ Exhibit J-1 ]
 [ ] [ Exhibit J-1 ]
  [ The remainder of this page is intentionally blank. The next page is the signature page ]
  J-2-2




---



##### 



Harris Group Inc.By:Name:  
Title: By:Name:Title:




---



##### 



to Independent Engineers Certificate
 EXCEPTIONS
  Exhibit J-1




---



##### 



Southwest Georgia Ethanol, LLC  Financial Model
    
    Disclaimer
 DISCLAIMER
 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
     (FUEL LOGO)
    
    (WEST LB LOGO)
 WestLB AG
    
    Strictly Private and Confidential




---



##### 



Southwest Georgia Ethanol, LLC  Financial Model
    
    Summary and Assumptions
 
 Construction / DevelopmentEPC Cost
    
    $
    131,642,000Total Project Cost
    
    $
    184,915,709Notice to Proceed
    
    Jun-07Substantial Completion
    
    Oct-08Commercial Operations
    
    Nov-08Final Completion
    
    Dec-08Conversion
    
    Dec-08Contingency / (Projected Hard & Soft Costs)
    
    
    4.2
    %C/T Contingency ($)
    
    $
    650,000W/C Contingency (S)
    
    $
    3,150,000Total Contingency
    
    $
    3,800,000
 Process InputsOperating Days per year
    
    
    353Hours per day
    
    
    24Yield (denat.gal / bushel)
    
    
    2.80BTU Natural Gas Usuage
    
    
    3,400,000Electrical Consumption (kWh/gal)
    
    
    1.00Escalation
    
    
    2.30
    %EthanolYield ( gal / bushel)
    
    
    2.80Denatured Fuel Ethanol (GPY)
    
    
    100,000,000% Contracted
    
    
    100.0
    %CornBushels Required (MM/yr)
    
    
    35,714,286% Contracted
    
    
    100.0
    %Corn Commission Costs ($/bushel)
    
    $
    0.00Tons per year
    
    
    284,000Tons per year
    
    
    284,000WDGSTons per year
    
    
    63,000Carbon Dioxide GasCapacity (tons per year)
    
    
    220.000Contracted (tons per year)
    
    
    80,000
 Size of FacilitiesSenior DebtC/T Loan
    
    $
    100,000,000Working Capital
    
    $
    15,000,000Subordinated Debt
    
    $
    10,000,000Equity
    
    $
    74,915,709
 Credit SpreadsC/T Loan
    
    
    3.75
    %C/T Loan Commitment Fee
    
    
    0.50
    %Subordinted Debt*
    
    
    8.75
    %Working Capital Drawn
    
    
    3.75
    %Working Capital Undrawn
    
    
    0.50
    %
 *
    
    Fixed Rate Coupon
 Mandatory Amort. & SweepsMandatory AmortizationC/T Loan
    
    
    6.0
    %Subordinated Debt
    
    
    0.0
    %Cash SweepC/T Loan
    
    
    50.0
    %Subordinated Debt
    
    
    0.0
    %AnnuaI Cap on Sub Debt Interest
    
    
    875,000
 Target BalanceAmount
 C/T Loan Amount
    
    O/S Balance
    
    
    Ortly Reduction Rate
    
    
    Ortly Reduction AmountYear 1 Post Conversion
    
    
    80.00
    %
    
    
    5.00
    %
    
    $
    5,000,000Year 2 Post Conversion
    
    
    60.00
    %
    
    
    5.00
    %
    
    $
    5,000,000Year 3 Post Conversion
    
    
    40.00
    %
    
    
    5.00
    %
    
    $
    5,000,000Year 4 Post Conversion
    
    
    20.00
    %
    
    
    5.00
    %
    
    $
    5,000,000Year 5 Post Coversion
    
    
    0.00
    %
    
    
    5.00
    %
    
    $
    5,000,000Subordinated Debt
    
    
    100.00
    %
    
    
    0.00
    %
    
    $
    
 Target Balance Analysis (in $ millions)
 C/T Loan Amount
    
    Target Balance Amount
    
    
    Base Case Ending Balance
    
    
    Over /(Under) achievementYear 1 Post Conversion
    
    
    80.0
    
    
    
    63.3
    
    
    
    16.7Year 2 Post Conversion
    
    
    60.0
    
    
    
    33.6
    
    
    
    26.4Year 3 Post Conversion
    
    
    40.0
    
    
    
    3.7
    
    
    
    36.3Year 4 Post Conversion
    
    
    20.0
    
    
    
    0.0
    
    
    
    20.0Year 5 Post Coversion
    
    
    0.0
    
    
    
    0,0
    
    
    
    0.0Subordinated Debt
    
    
    10.0
    
    
    
    10.0
    
    
    
    0.0
 WestLB AG
    
    Strictly Private and Confidential




---



##### 



Southwest Georgia Ethanol, LLC  Financial Model
    
    Summary and Assumptions
 Sources
    
    Amount
    
    
    Capitalization
    
    
    $/galC/T Loan
    
    $
    100,000,000
    
    
    
    54.1
    %
    
    
    1.00Subordinated Debt
    
    
    10,000,000
    
    
    
    5.4
    %
    
    
    0.10Equity
    
    
    74,915,709
    
    
    
    40.5
    %
    
    
    0.75Total Funded Sources
    
    $
    184,915,709
    
    
    
    100.00
    %
    
    
    1.85Working Capital Facility
    
    $
    15,000,000Total Unfunded Sources
    
    $
    15,000,000
 Uses
    
    Amount
    
    
    Capitalization
    
    
    $/galConstruction Cost Incurred to Date
    
    $
    76,746,800
    
    
    
    41.5
    %
    
    
    0.77Remaining Hard & Soft Costs
    
    
    89,866,700
    
    
    
    48.6
    %
    
    
    0.90Transaction Expenses
    
    
    5,000,000
    
    
    
    2.7
    %
    
    
    0.05Interest During Construction
    
    
    6,803,792
    
    
    
    3.7
    %
    
    
    0.07Contingency
    
    
    650,000
    
    
    
    0.4
    %
    
    
    0.01Debt Service Reserve
    
    
    5,848,417
    
    
    
    3.2
    %
    
    
    0.06Total Funded Uses
    
    $
    184,915,709
    
    
    
    100.00
    %
    
    
    1.85Working Capital
    
    $
    11,850,000Contingency
    
    $
    3,150,000Total Unfunded Uses
    
    $
    15,000,000
 WestLB AG
    
    Strictly Private and Confidential




---



##### 



Southwest Georgia Ethanol, LLC  Financial Model
    
    Funding Schedule
 
 Development/Construction2007
    
    
    2007
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008% of Total
    
    
    
    
    
    
    2
    
    
    3
    
    
    4
    
    
    5
    
    
    6
    
    
    7
    
    
    8
    
    
    9
    
    
    10
    
    
    11
    
    
    12
    
    
    13
    
    
    14
    
    
    15Project Cost
    
    
    Amount($)
    
    
    Nov-07
    
    
    Dec-07
    
    
    Jan-08
    
    
    Feb-08
    
    
    Mar-08
    
    
    Apr-08
    
    
    May-08
    
    
    Jun-08
    
    
    Jul-08
    
    
    Aug-08
    
    
    Sep-08
    
    
    Oct-08
    
    
    Nov-08
    
    
    Dec-08
    
    
    Conversion Jan 2009Project Draws:Fagen EPC
    
    
    71.2
    %
    
    
    131,642
    
    
    
    9,737
    
    
    
    7,530
    
    
    
    7,530
    
    
    
    5,842
    
    
    
    6,621
    
    
    
    5,193
    
    
    
    4,039
    
    
    
    5,842
    
    
    
    2,856
    
    
    
    2,337
    
    
    
    2741
    
    
    
    6,347
    
    
    
    0
    
    
    
    0Owners Scope
    
    
    11.7
    %
    
    
    21,619
    
    
    
    1,402
    
    
    
    1,084
    
    
    
    1,084
    
    
    
    841
    
    
    
    953
    
    
    
    748
    
    
    
    582
    
    
    
    841
    
    
    
    411
    
    
    
    336
    
    
    
    395
    
    
    
    914
    
    
    
    0
    
    
    
    0Hard Costs
    
    
    82.9
    %
    
    
    153,261
    
    
    
    11,139
    
    
    
    8,614
    
    
    
    8,614
    
    
    
    6,683
    
    
    
    7,574
    
    
    
    5,941
    
    
    
    4,620
    
    
    
    6,683
    
    
    
    3,267
    
    
    
    2,673
    
    
    
    3,135
    
    
    
    7,261
    
    
    
    0
    
    
    
    0Legal Public Relations/Consulting
    
    
    0.3
    %
    
    
    606
    
    
    
    5
    
    
    
    4
    
    
    
    4
    
    
    
    3
    
    
    
    4
    
    
    
    3
    
    
    
    2
    
    
    
    3
    
    
    
    2
    
    
    
    1
    
    
    
    1
    
    
    
    3
    
    
    
    0
    
    
    
    0Organization & Pre-Production Costs
    
    
    2.1
    %
    
    
    3,954
    
    
    
    343
    
    
    
    266
    
    
    
    266
    
    
    
    206
    
    
    
    234
    
    
    
    183
    
    
    
    142
    
    
    
    206
    
    
    
    101
    
    
    
    82
    
    
    
    97
    
    
    
    224
    
    
    
    0
    
    
    
    0Insurance Costs
    
    
    0.2
    %
    
    
    379
    
    
    
    3
    
    
    
    3
    
    
    
    3
    
    
    
    2
    
    
    
    2
    
    
    
    2
    
    
    
    1
    
    
    
    2
    
    
    
    1
    
    
    
    1
    
    
    
    1
    
    
    
    2
    
    
    
    0
    
    
    
    0Rail Cars
    
    
    0.6
    %
    
    
    1,040
    
    
    
    135
    
    
    
    104
    
    
    
    104
    
    
    
    81
    
    
    
    91
    
    
    
    72
    
    
    
    56
    
    
    
    81
    
    
    
    39
    
    
    
    32
    
    
    
    38
    
    
    
    88
    
    
    
    0
    
    
    
    0Soft Costs
    
    
    3.2
    %
    
    
    5,979
    
    
    
    486
    
    
    
    376
    
    
    
    376
    
    
    
    292
    
    
    
    331
    
    
    
    259
    
    
    
    202
    
    
    
    292
    
    
    
    143
    
    
    
    117
    
    
    
    137
    
    
    
    317
    
    
    
    0
    
    
    
    0Construction Contingency
    
    
    0.4
    %
    
    
    650
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Construction Performance Bond
    
    
    0.4
    %
    
    
    677
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Debt Service Reserve
    
    
    3.2
    %
    
    
    5,848
    
    
    
    (6,542
    )
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    3,539Transaction Expenses
    
    
    5.2
    %
    
    
    9,586
    
    
    
    5,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Other Costs
    
    
    9.1
    %
    
    
    16,761
    
    
    
    (1,542
    )
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    3,539Total Construction Costs before IDC
    
    
    
    
    
    
    176,001
    
    
    
    10,083
    
    
    
    8,990
    
    
    
    8,990
    
    
    
    6,975
    
    
    
    7,905
    
    
    
    6,200
    
    
    
    4,822
    
    
    
    6,975
    
    
    
    3,410
    
    
    
    2,790
    
    
    
    3,272
    
    
    
    7,578
    
    
    
    0
    
    
    
    3,539Interest During Construction
    
    
    4.8
    %
    
    
    8,914
    
    
    
    73
    
    
    
    692
    
    
    
    73
    
    
    
    73
    
    
    
    1,208
    
    
    
    73
    
    
    
    73
    
    
    
    1,612
    
    
    
    73
    
    
    
    73
    
    
    
    1,892
    
    
    
    816
    
    
    
    73
    
    
    
    1,583Total Levered Construction Costs
    
    
    100.0
    %
    
    
    184,916
    
    
    
    10,156
    
    
    
    9,682
    
    
    
    9,063
    
    
    
    7,048
    
    
    
    9,113
    
    
    
    6,273
    
    
    
    4,895
    
    
    
    8,587
    
    
    
    3,483
    
    
    
    2,863
    
    
    
    5,164
    
    
    
    8,394
    
    
    
    0
    
    
    
    3,539Cumulative Uses of Funds
    
    
    
    
    
    
    
    
    
    
    106,160
    
    
    
    115,843
    
    
    
    124,906
    
    
    
    131,954
    
    
    
    141,067
    
    
    
    147,340
    
    
    
    152,235
    
    
    
    160,822
    
    
    
    164,305
    
    
    
    167,168
    
    
    
    172,322
    
    
    
    180,726
    
    
    
    180,726
    
    
    
    184,266Initial Inventory
    
    
    
    
    
    
    8,379
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    8,379
    
    
    
    0
    
    
    
    0Initial Working Capital
    
    
    
    
    
    
    3,456
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    3,456
    
    
    
    0
    
    
    
    0Contingency
    
    
    
    
    
    
    3,150
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Working Capital
    
    
    
    
    
    
    14,985
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    11,835
    
    
    
    0
    
    
    
    0Cash Flow from Operations
    
    
    
    
    
    
    10,178,127
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    5,089,063
    
    
    
    5,089,063Cumulative
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    5,089,063
    
    
    
    10,178,127
 WestLB AG
    
    Strictly Private and Confidential




---



##### 



Development/Construction
  Southwest Georgia Ethanol LLC-Financial Model
    
    Funding Schedule
 
 2007
    
    
    2007
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008% of Total
    
    
    
    
    
    
    2
    
    
    3
    
    
    4
    
    
    5
    
    
    6
    
    
    7
    
    
    8
    
    
    9
    
    
    10
    
    
    11
    
    
    12
    
    
    13
    
    
    14
    
    
    15Project Cost
    
    
    Amount ($)
    
    
    Nov-07
    
    
    Dec-07
    
    
    Jan-08
    
    
    Feb-08
    
    
    Mar-08
    
    
    Apr-08
    
    
    May-08
    
    
    Jun-08
    
    
    Jul-08
    
    
    Aug-08
    
    
    Sep-08
    
    
    Oct-08
    
    
    Nov-08
    
    
    Dec-08
    
    
    Conversion Jan 2009Funding for the Development/Construction :Availability of Funding
    
    Amount
    
    AvailabilityEquity
    
    
    74,916
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Subordinated Debt
    
    
    10,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0C/T Loan
    
    
    100,000
    
    
    
    1
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Sources of Funds
    
    
    184,916
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Cumulative Sources of Funds10,516Priority of Funding
    
    Available
    
    Total UsedEquity
    
    
    74,916
    
    
    
    74,916
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Cumulative
    
    
    
    
    
    
    
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916
    
    
    
    74,916Subordinated Debt
    
    
    10,000
    
    
    
    10,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Cumulative
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000C/T Loan
    
    
    100,000
    
    
    
    99,350
    
    
    
    10,156
    
    
    
    9,682
    
    
    
    9,063
    
    
    
    7,048
    
    
    
    9,113
    
    
    
    6,273
    
    
    
    4,895
    
    
    
    8,587
    
    
    
    3,483
    
    
    
    2,863
    
    
    
    5,164
    
    
    
    8,394
    
    
    
    0
    
    
    
    3,539Cumulative
    
    
    
    
    
    
    
    
    
    
    21,245
    
    
    
    30,927
    
    
    
    39,990
    
    
    
    47,038
    
    
    
    56,151
    
    
    
    62,424
    
    
    
    67,319
    
    
    
    75,906
    
    
    
    79,389
    
    
    
    82,252
    
    
    
    87,417
    
    
    
    95,811
    
    
    
    95,811
    
    
    
    99,350Monthly Funded
    
    
    184,916
    
    
    
    180,726
    
    
    
    10,156
    
    
    
    9,682
    
    
    
    9,063
    
    
    
    7,048
    
    
    
    9,113
    
    
    
    6,273
    
    
    
    4,895
    
    
    
    8,587
    
    
    
    3,483
    
    
    
    2,863
    
    
    
    5,164
    
    
    
    8,394
    
    
    
    0
    
    
    
    3,539Cumulative
    
    
    
    
    
    
    
    
    
    
    106,160
    
    
    
    115,843
    
    
    
    124,906
    
    
    
    131,954
    
    
    
    141,067
    
    
    
    147,340
    
    
    
    152,235
    
    
    
    160,822
    
    
    
    164,305
    
    
    
    167,168
    
    
    
    172,332
    
    
    
    180,726
    
    
    
    180,726
    
    
    
    184,266Interest During Construction and Commitment Fee:Subordinated Debt
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000
    
    
    
    10,000Amount outstanding
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Amount Held in ReserveInterest Expense
    
    Monthly
    
    
    8.25
    %
    
    
    73
    
    
    
    73
    
    
    
    73
    
    
    
    73
    
    
    
    73
    
    
    
    73
    
    
    
    73
    
    
    
    73
    
    
    
    73
    
    
    
    73
    
    
    
    73
    
    
    
    73
    
    
    
    73
    
    
    
    73
    0Interest Income
    
    Monthly
    
    
    5.25
    %
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    0L/C Fee
    
    Monthly
    
    
    8.09
    %
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    0Net Interest During Construction
    
    
    
    
    
    
    
    
    
    
    73
    
    
    
    73
    
    
    
    73
    
    
    
    73
    
    
    
    73
    
    
    
    73
    
    
    
    73
    
    
    
    73
    
    
    
    73
    
    
    
    73
    
    
    
    73
    
    
    
    73
    
    
    
    73
    
    
    
    73Cumulative Interest During Construction
    
    
    
    
    
    
    
    
    
    
    146
    
    
    
    219
    
    
    
    292
    
    
    
    365
    
    
    
    438
    
    
    
    510
    
    
    
    583
    
    
    
    656
    
    
    
    729
    
    
    
    802
    
    
    
    875
    
    
    
    948
    
    
    
    1,021
    
    
    
    1,094C/T LoanAmount Outstanding
    
    
    
    
    
    
    
    
    
    
    21,245
    
    
    
    30,927
    
    
    
    39,990
    
    
    
    47,038
    
    
    
    56,151
    
    
    
    62,424
    
    
    
    67,319
    
    
    
    75,906
    
    
    
    79,389
    
    
    
    82,252
    
    
    
    87,417
    
    
    
    95,811
    
    
    
    95,811
    
    
    
    99,350Amount Undrawn
    
    
    
    
    
    
    
    
    
    
    78,755
    
    
    
    69,073
    
    
    
    60,010
    
    
    
    52,962
    
    
    
    43,849
    
    
    
    37,576
    
    
    
    32,681
    
    
    
    24,094
    
    
    
    20,611
    
    
    
    17,748
    
    
    
    12,583
    
    
    
    4,189
    
    
    
    4,189
    
    
    
    650LIBOR Rate
    
    
    
    
    
    
    
    
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %Interest Expense %
    
    
    
    
    
    
    
    
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %Commitment Fee %
    
    
    
    
    
    
    
    
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %Interest Expense
    
    Monthly
    
    
    
    
    
    
    0
    
    
    
    435
    
    
    
    0
    
    
    
    0
    
    
    
    984
    
    
    
    0
    
    
    
    0
    
    
    
    1,414
    
    
    
    0
    
    
    
    0
    
    
    
    1,712
    
    
    
    659
    
    
    
    0
    
    
    
    1,342Commitment Fee
    
    Monthly
    
    
    
    
    
    
    0
    
    
    
    99
    
    
    
    0
    
    
    
    0
    
    
    
    65
    
    
    
    0
    
    
    
    0
    
    
    
    39
    
    
    
    0
    
    
    
    0
    
    
    
    21
    
    
    
    2
    
    
    
    0
    
    
    
    3Net Interest During Construction
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    534
    
    
    
    0
    
    
    
    0
    
    
    
    1,050
    
    
    
    0
    
    
    
    0
    
    
    
    1,453
    
    
    
    0
    
    
    
    0
    
    
    
    1,734
    
    
    
    660
    
    
    
    0
    
    
    
    1,345Cumulative Interest During Construction
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    534
    
    
    
    543
    
    
    
    543
    
    
    
    1,583
    
    
    
    1,583
    
    
    
    1,583
    
    
    
    3,036
    
    
    
    3,036
    
    
    
    3,036
    
    
    
    4,770
    
    
    
    5,430
    
    
    
    5,430
    
    
    
    6,775Working Capital Facility
    
    Available
    
    page Utilization of WCInterest Inventory
    
    
    8,379
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    8,379
    
    
    
    8,379
    
    
    
    8,379Interest Working Capital
    
    
    3,456
    
    
    
    
    
    
    
    3,456
    
    
    
    3,456
    
    
    
    3,456
    
    
    
    3,456
    
    
    
    3,456
    
    
    
    3,456
    
    
    
    3,456
    
    
    
    3,456
    
    
    
    3,456
    
    
    
    3,456
    
    
    
    3,456
    
    
    
    3,456
    
    
    
    3,456
    
    
    
    3,456Continquency
    
    
    3,180
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Amount outstanding
    
    $
    15,000
    
    
    
    100
    %
    
    $
    3,456
    
    
    $
    3,456
    
    
    $
    3,456
    
    
    $
    3,456
    
    
    $
    3,456
    
    
    $
    3,456
    
    
    $
    3,456
    
    
    $
    3,456
    
    
    $
    3,456
    
    
    $
    3,456
    
    
    $
    3,456
    
    
    $
    11,835
    
    
    $
    11,835
    
    
    $
    11,835Amount Undrawn
    
    
    
    
    
    
    0
    %
    
    $
    11,544
    
    
    $
    11,544
    
    
    $
    11,544
    
    
    $
    11,544
    
    
    $
    11,544
    
    
    $
    11,544
    
    
    $
    11,544
    
    
    $
    11,544
    
    
    $
    11,544
    
    
    $
    11,544
    
    
    $
    11,544
    
    
    $
    3,165
    
    
    $
    3,165
    
    
    $
    3,165LIBOR Rate
    
    
    
    
    
    
    
    
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %Interest Expense (%)
    
    
    
    
    
    
    
    
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %Commitment Fee (%)
    
    
    
    
    
    
    
    
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %Interest Expense
    
    Monthly
    
    
    
    
    
    
    0
    
    
    
    71
    
    
    
    0
    
    
    
    0
    
    
    
    71
    
    
    
    0
    
    
    
    0
    
    
    
    71
    
    
    
    0
    
    
    
    0
    
    
    
    71
    
    
    
    81
    
    
    
    0
    
    
    
    163Commitment Fee
    
    Monthly
    
    
    
    
    
    
    0
    
    
    
    14
    
    
    
    0
    
    
    
    0
    
    
    
    14
    
    
    
    0
    
    
    
    0
    
    
    
    14
    
    
    
    0
    
    
    
    0
    
    
    
    14
    
    
    
    1
    
    
    
    0
    
    
    
    3Net Interest During Construction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    83
    
    
    
    0
    
    
    
    165Cumulative Interest During Construction
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    86
    
    
    
    86
    
    
    
    86
    
    
    
    86
    
    
    
    86
    
    
    
    86
    
    
    
    86
    
    
    
    86
    
    
    
    86
    
    
    
    86
    
    
    
    168
    
    
    
    168
    
    
    
    334TotalInterest Expense
    
    
    
    
    
    
    
    
    
    
    73
    
    
    
    579
    
    
    
    73
    
    
    
    73
    
    
    
    1,129
    
    
    
    73
    
    
    
    73
    
    
    
    1,558
    
    
    
    73
    
    
    
    73
    
    
    
    1,856
    
    
    
    813
    
    
    
    73
    
    
    
    1,577Interest Income
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Commitment Fee
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    113
    
    
    
    0
    
    
    
    0
    
    
    
    80
    
    
    
    0
    
    
    
    0
    
    
    
    54
    
    
    
    0
    
    
    
    0
    
    
    
    36
    
    
    
    3
    
    
    
    0
    
    
    
    6Monthly Total
    
    
    
    
    
    
    
    
    
    
    73
    
    
    
    692
    
    
    
    73
    
    
    
    73
    
    
    
    1,208
    
    
    
    73
    
    
    
    73
    
    
    
    1,612
    
    
    
    73
    
    
    
    73
    
    
    
    1,892
    
    
    
    816
    
    
    
    73
    
    
    
    1,583Cumulative IDC
    
    
    
    
    
    
    
    
    
    
    146
    
    
    
    838
    
    
    
    911
    
    
    
    984
    
    
    
    2,192
    
    
    
    2,266
    
    
    
    2,338
    
    
    
    3,950
    
    
    
    4,023
    
    
    
    4,096
    
    
    
    5,988
    
    
    
    6,804
    
    
    
    6,877
    
    
    
    8,460
 WestLB AG
    
    Strictly Private and Confidential




---



##### 



Southwest Georgia Ethanol, LLC  Financial Model
    
    Pricing
  -
 Case
    
    Escalation
    
    
    Base Year
    
    
    1
    
    
    2
    
    
    3
    
    
    4
    
    
    5
    
    
    6
    
    
    7
    
    
    8
    
    
    9
    
    
    10
    
    
    11
    
    
    12
    
    
    13
    
    
    14
    
    
    15
    
    
    162
    
    2.30%
    
    
    FY 2007
    
    
    FY 2008
    
    
    FY 2009
    
    
    FY 2010
    
    
    FY 2011
    
    
    FY 2012
    
    
    FY 2013
    
    
    FY 2014
    
    
    FY 2015
    
    
    FY 2016
    
    
    FY 2017
    
    
    FY 2018
    
    
    FY 2019
    
    
    FY 2020
    
    
    FY 2021
    
    
    FY 2022
    
    
    FY 2023Revenue InputsEthanol Prices per gallon including Transportation [Escalated]1 Management
    
    
    
    
    
    $
    2.10
    
    
    $
    2.10
    
    
    $
    2.10
    
    
    $
    2.10
    
    
    $
    2.10
    
    
    $
    2.10
    
    
    $
    2.10
    
    
    $
    2.10
    
    
    $
    2.10
    
    
    $
    2.10
    
    
    $
    2.10
    
    
    $
    2.10
    
    
    $
    2.10
    
    
    $
    2.10
    
    
    $
    2.10
    
    
    $
    2.10
    
    
    $
    2.102 Base
    
    
    
    
    
    $
    2.15
    
    
    $
    2.06
    
    
    $
    1.99
    
    
    $
    1.97
    
    
    $
    1.92
    
    
    $
    1.84
    
    
    $
    1.75
    
    
    $
    1.78
    
    
    $
    1.82
    
    
    $
    1.80
    
    
    $
    1.80
    
    
    $
    1.80
    
    
    $
    1.80
    
    
    $
    1.80
    
    
    $
    1.80
    
    
    $
    1.80
    
    
    $
    1.803 High
    
    
    5.0
    %
    
    
    2.25
    
    
    
    2.16
    
    
    
    2.09
    
    
    
    207
    
    
    
    2.02
    
    
    
    1.93
    
    
    
    1.84
    
    
    
    1.87
    
    
    
    1.91
    
    
    
    1.90
    
    
    
    1.89
    
    
    
    1.89
    
    
    
    1.89
    
    
    
    1.89
    
    
    
    1.89
    
    
    
    1.89
    
    
    
    1.894 Low
    
    
    5.0
    %
    
    
    2.04
    
    
    
    1.95
    
    
    
    1.89
    
    
    
    187
    
    
    
    1.83
    
    
    
    1.75
    
    
    
    1.66
    
    
    
    1.69
    
    
    
    1.73
    
    
    
    1.72
    
    
    
    1.71
    
    
    
    1.71
    
    
    
    1.71
    
    
    
    1.71
    
    
    
    1.71
    
    
    
    1.71
    
    
    
    1.715 Sensitivity
    
    
    
    
    
    
    1.75
    
    
    
    1.75
    
    
    
    1.75
    
    
    
    1.75
    
    
    
    1.75
    
    
    
    1.75
    
    
    
    1.75
    
    
    
    1.75
    
    
    
    1.75
    
    
    
    1.75
    
    
    
    1.75
    
    
    
    1.75
    
    
    
    1.75
    
    
    
    1.75
    
    
    
    1.75
    
    
    
    1.75
    
    
    
    1.75Current
    
    
    100.0
    %
    
    $
    2.15
    
    
    $
    2.09
    
    
    $
    2.06
    
    
    $
    2.07
    
    
    $
    2.06
    
    
    $
    2.00
    
    
    $
    1.93
    
    
    $
    2.00
    
    
    $
    2.08
    
    
    $
    2.11
    
    
    $
    2.13
    
    
    $
    2..16
    
    
    $
    2.20
    
    
    $
    2.24
    
    
    $
    2.28
    
    
    $
    2.32
    
    
    $
    2.36Muse Ethanol Price ForecastNetback within 100 miles
    
    
    50
    %
    
    $
    2.16
    
    
    $
    2.07
    
    
    $
    2.00
    
    
    $
    1.98
    
    
    $
    1.94
    
    
    $
    1.85
    
    
    $
    1.76
    
    
    $
    1.80
    
    
    $
    1.83
    
    
    $
    1.83
    
    
    $
    1.81
    
    
    $
    1.81
    
    
    $
    1.81
    
    
    $
    1.81
    
    
    $
    1.81
    
    
    $
    1.81
    
    
    $
    1.81Netback within 200 miles
    
    
    50
    %
    
    $
    2.13
    
    
    $
    2.13
    
    
    $
    2.04
    
    
    $
    1.98
    
    
    $
    1.96
    
    
    $
    1.91
    
    
    $
    1.82
    
    
    $
    1.74
    
    
    $
    1.77
    
    
    $
    1.80
    
    
    $
    1.80
    
    
    $
    1.78
    
    
    $
    1.78
    
    
    $
    1.78
    
    
    $
    1.78
    
    
    $
    1.78
    
    
    $
    1.78Channel 3
    
    
    0
    %
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00Base
    
    
    
    
    
    $
    2.15
    
    
    $
    2.06
    
    
    $
    1.99
    
    
    $
    1.97
    
    
    $
    1.92
    
    
    $
    1.84
    
    
    $
    1.75
    
    
    $
    1.78
    
    
    $
    1.82
    
    
    $
    1.81
    
    
    $
    1.80
    
    
    $
    1.80
    
    
    $
    1.80
    
    
    $
    1.80
    
    
    $
    1.80
    
    
    $
    1.80
    
    
    $
    1.80Ethanol Tax Credit
    
    
    0.51DDGS Pricing per ton Netback FOB Plant [Nominal]1 Management
    
    
    
    
    
    $
    166.00
    
    
    $
    169.82
    
    
    $
    177.72
    
    
    $
    181.81
    
    
    $
    185.99
    
    
    $
    190.27
    
    
    $
    194.64
    
    
    $
    199.12
    
    
    $
    203.70
    
    
    $
    208.38
    
    
    $
    213.18
    
    
    $
    218.08
    
    
    $
    223.10
    
    
    $
    228.23
    
    
    $
    233.48
    
    
    $
    238.85
    
    
    $
    244.342 Base (Annualized / De & Re-escalated)
    
    
    
    
    
    $
    118.55
    
    
    $
    116.44
    
    
    $
    113.07
    
    
    $
    114.80
    
    
    $
    118.56
    
    
    $
    122.84
    
    
    $
    123.94
    
    
    $
    126.21
    
    
    $
    128.53
    
    
    $
    129.97
    
    
    $
    126.64
    
    
    $
    123.79
    
    
    $
    123.47
    
    
    $
    123.15
    
    
    $
    122.84
    
    
    $
    122.52
    
    
    $
    122.203 High
    
    
    5.0
    %
    
    
    124.48
    
    
    
    122.26
    
    
    
    118.73
    
    
    
    120.54
    
    
    
    124.49
    
    
    
    128.98
    
    
    
    130.13
    
    
    
    132.52
    
    
    
    134.96
    
    
    
    136.47
    
    
    
    132.97
    
    
    
    129.98
    
    
    
    129.64
    
    
    
    129.31
    
    
    
    128.98
    
    
    
    128.64
    
    
    
    128.314 Low
    
    
    5.0
    %
    
    
    112.62
    
    
    
    110.61
    
    
    
    107.42
    
    
    
    109.06
    
    
    
    112.63
    
    
    
    116.69
    
    
    
    117.74
    
    
    
    119.90
    
    
    
    122.10
    
    
    
    123.47
    
    
    
    120.30
    
    
    
    117.60
    
    
    
    117.30
    
    
    
    116.99
    
    
    
    116.69
    
    
    
    116.39
    
    
    
    116.095 Sensitivity Case
    
    
    
    
    
    $
    118.55
    
    
    $
    116.44
    
    
    $
    113.07
    
    
    $
    114.80
    
    
    $
    118.56
    
    
    $
    122.84
    
    
    $
    123.94
    
    
    $
    126.21
    
    
    $
    128.53
    
    
    $
    129.97
    
    
    $
    126.64
    
    
    $
    123.79
    
    
    $
    123.47
    
    
    $
    123.15
    
    
    $
    122.84
    
    
    $
    122.52
    
    
    $
    122.20Current
    
    
    100.00
    %
    
    $
    118.55
    
    
    $
    116.44
    
    
    $
    113.07
    
    
    $
    114.80
    
    
    $
    118.56
    
    
    $
    122.84
    
    
    $
    123.94
    
    
    $
    126.21
    
    
    $
    128.53
    
    
    $
    129.97
    
    
    $
    126.64
    
    
    $
    123.79
    
    
    $
    123.47
    
    
    $
    123.15
    
    
    $
    122.84
    
    
    $
    122.52
    
    
    $
    122.20Muse DDGS Forecast (Sep  Oct)
    
    
    
    
    
    $
    118.55
    
    
    $
    113.11
    
    
    $
    114.75
    
    
    $
    117.58
    
    
    $
    124.20
    
    
    $
    124.89
    
    
    $
    127.83
    
    
    $
    129.86
    
    
    $
    133.91
    
    
    $
    131.24
    
    
    $
    127.35
    
    
    $
    127.35
    
    
    $
    127.35
    
    
    $
    127.35
    
    
    $
    127.35
    
    
    $
    127.35
    
    
    $
    127.35WDGS Pricing per ton FOB Plant [Nominal]1 Management
    
    
    
    
    
    $
    53.00
    
    
    $
    54.22
    
    
    $
    55.47
    
    
    $
    56.74
    
    
    $
    58.05
    
    
    $
    59.38
    
    
    $
    60.75
    
    
    $
    62.14
    
    
    $
    63.57
    
    
    $
    65.04
    
    
    $
    66.53
    
    
    $
    68.06
    
    
    $
    69.63
    
    
    $
    71.23
    
    
    $
    72.87
    
    
    $
    74.54
    
    
    $
    76.262 Base (Annualized / De & Re-escalated)
    
    
    
    
    
    
    
    
    
    $
    47.44
    
    
    $
    48.32
    
    
    $
    51.39
    
    
    $
    54.60
    
    
    $
    56.51
    
    
    $
    57.07
    
    
    $
    58.14
    
    
    $
    59.23
    
    
    $
    59.94
    
    
    $
    58.63
    
    
    $
    57.48
    
    
    $
    57.18
    
    
    $
    57.18
    
    
    $
    57.03
    
    
    $
    56.89
    
    
    $
    56.743 High
    
    
    5.0
    %
    
    
    
    
    
    
    49.81
    
    
    
    50.74
    
    
    
    53.96
    
    
    
    57.33
    
    
    
    59.34
    
    
    
    59.93
    
    
    
    61.04
    
    
    
    62.19
    
    
    
    62.94
    
    
    
    61.56
    
    
    
    60.35
    
    
    
    60.19
    
    
    
    60.04
    
    
    
    59.89
    
    
    
    59.73
    
    
    
    59.584 Low
    
    
    5.0
    %
    
    
    
    
    
    
    45.07
    
    
    
    45.90
    
    
    
    48.82
    
    
    
    51.87
    
    
    
    53.68
    
    
    
    54.22
    
    
    
    55.23
    
    
    
    56.27
    
    
    
    56.95
    
    
    
    55.69
    
    
    
    54.60
    
    
    
    54.46
    
    
    
    54.32
    
    
    
    54.18
    
    
    
    54.04
    
    
    
    53.905 Sensitivity Case
    
    
    
    
    
    
    
    
    
    $
    47.44
    
    
    $
    48.32
    
    
    $
    51.39
    
    
    $
    54.60
    
    
    $
    56.51
    
    
    $
    57.07
    
    
    $
    58.14
    
    
    $
    59.23
    
    
    $
    59.94
    
    
    $
    58.63
    
    
    $
    57.48
    
    
    $
    57.33
    
    
    $
    57.18
    
    
    $
    57.03
    
    
    $
    56.89
    
    
    $
    56.74Current
    
    
    100.0
    %
    
    
    
    
    
    $
    47.44
    
    
    $
    48.32
    
    
    $
    51.39
    
    
    $
    54.60
    
    
    $
    56.51
    
    
    $
    57.07
    
    
    $
    58.14
    
    
    $
    59.23
    
    
    $
    59.94
    
    
    $
    58.63
    
    
    $
    57.48
    
    
    $
    57.33
    
    
    $
    57.18
    
    
    $
    57.03
    
    
    $
    56.89
    
    
    $
    56.74Muse WDGS Forecast ( Sep  Oct)
    
    
    
    
    
    
    
    
    
    $
    47.56
    
    
    $
    50.59
    
    
    $
    54.19
    
    
    $
    57.11
    
    
    $
    57.57
    
    
    $
    58.87
    
    
    $
    59.85
    
    
    $
    61.69
    
    
    $
    60.67
    
    
    $
    59.13
    
    
    $
    59.13
    
    
    $
    59.13
    
    
    $
    59.13
    
    
    $
    59.13
    
    
    $
    59.13
    
    
    $
    59.13Carbon Dioxide (CO2) per ton [Escalated]1 Management
    
    
    
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.002 Base
    
    
    
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.00
    
    
    $
    10.003 High
    
    
    5.0
    %
    
    
    10.50
    
    
    
    10.50
    
    
    
    10.50
    
    
    
    10.50
    
    
    
    10.50
    
    
    
    10.50
    
    
    
    10.50
    
    
    
    10.50
    
    
    
    10.50
    
    
    
    10.50
    
    
    
    10.50
    
    
    
    10.50
    
    
    
    10.50
    
    
    
    10.50
    
    
    
    10.50
    
    
    
    10.50
    
    
    
    10.504 Low
    
    
    5.0
    %
    
    
    9.50
    
    
    
    9.50
    
    
    
    9.50
    
    
    
    9.50
    
    
    
    9.50
    
    
    
    9.50
    
    
    
    9.50
    
    
    
    9.50
    
    
    
    9.50
    
    
    
    9.50
    
    
    
    9.50
    
    
    
    9.50
    
    
    
    9.50
    
    
    
    9.50
    
    
    
    9.50
    
    
    
    9.50
    
    
    
    9.505 Sensitivity CaseCurrent
    
    
    100.0
    %
    
    $
    10.00
    
    
    $
    10.23
    
    
    $
    10.47
    
    
    $
    10.71
    
    
    $
    10.95
    
    
    $
    11.20
    
    
    $
    11.46
    
    
    $
    11.73
    
    
    $
    12.00
    
    
    $
    12.27
    
    
    $
    12.55
    
    
    $
    12.84
    
    
    $
    13.14
    
    
    $
    13.44
    
    
    $
    13.75
    
    
    $
    14.06
    
    
    $
    14.39Drying [Escalated]1 Management
    
    
    
    
    
    $
    200,000
    
    
    $
    200,000
    
    
    $
    200,000
    
    
    $
    200,000
    
    
    $
    200,000
    
    
    $
    200,000
    
    
    $
    200,000
    
    
    $
    200,000
    
    
    $
    200,000
    
    
    $
    200,000
    
    
    $
    200,000
    
    
    $
    200,000
    
    
    $
    200,000
    
    
    $
    200,000
    
    
    $
    200,000
    
    
    $
    200,000
    
    
    $
    200,0002 Management
    
    
    
    
    
    
    200,000
    
    
    
    200,000
    
    
    
    200,000
    
    
    
    200,000
    
    
    
    200,000
    
    
    
    200,000
    
    
    
    200,000
    
    
    
    200,000
    
    
    
    200,000
    
    
    
    200,000
    
    
    
    200,000
    
    
    
    200,000
    
    
    
    200,000
    
    
    
    200,000
    
    
    
    200,000
    
    
    
    200,000
    
    
    
    200,0003 Management
    
    
    5.0
    %
    
    
    210,000
    
    
    
    210,000
    
    
    
    210,000
    
    
    
    210,000
    
    
    
    210,000
    
    
    
    210,000
    
    
    
    210,000
    
    
    
    210,000
    
    
    
    210,000
    
    
    
    210,000
    
    
    
    210,000
    
    
    
    210,000
    
    
    
    210,000
    
    
    
    210,000
    
    
    
    210,000
    
    
    
    210,000
    
    
    
    210,0004 Management
    
    
    5.0
    %
    
    
    190,000
    
    
    
    190,000
    
    
    
    190,000
    
    
    
    190,000
    
    
    
    190,000
    
    
    
    190,000
    
    
    
    190,000
    
    
    
    190,000
    
    
    
    190,000
    
    
    
    190,000
    
    
    
    190,000
    
    
    
    190,000
    
    
    
    190,000
    
    
    
    190,000
    
    
    
    190,000
    
    
    
    190,000
    
    
    
    190,0005 Sensitivity CaseCurrent
    
    
    
    
    
    $
    200,00
    
    
    $
    204,600
    
    
    $
    209,306
    
    
    $
    214,120
    
    
    $
    219,045
    
    
    $
    224,083
    
    
    $
    229,237
    
    
    $
    234,509
    
    
    $
    229,903
    
    
    $
    245,420
    
    
    $
    251,065
    
    
    $
    256,840
    
    
    $
    262,747
    
    
    $
    268,790
    
    
    $
    274,972
    
    
    $
    281,297
    
    
    $
    287,766
 WestLB AG
    
    Strictly Private and Confidential




---



##### 



Southwest Georgia Ethanol. LLC  Financial Model
    
    Pricing
  -
 Case
    
    Escalation
    
    
    Base Year
    
    
    1
    
    
    2
    
    
    3
    
    
    4
    
    
    5
    
    
    6
    
    
    7
    
    
    8
    
    
    9
    
    
    10
    
    
    11
    
    
    12
    
    
    13
    
    
    14
    
    
    15
    
    
    162
    
    2.30%
    
    
    FY 2007
    
    
    FY 2008
    
    
    FY 2009
    
    
    FY 2010
    
    
    FY 2011
    
    
    FY 2012
    
    
    FY 2013
    
    
    FY 2014
    
    
    FY 2015
    
    
    FY 2016
    
    
    FY 2017
    
    
    FY 2018
    
    
    FY 2019
    
    
    FY 2020
    
    
    FY 2021
    
    
    FY 2022
    
    
    FY 2023Cost InputsCorn Pricing per Bushel: RAIL FOB Plant [Nominal]1 Management
    
    
    
    
    
    $
    4.00
    
    
    $
    4.09
    
    
    $
    4.19
    
    
    $
    4.28
    
    
    $
    4.38
    
    
    $
    4.48
    
    
    $
    4.58
    
    
    $
    4.69
    
    
    $
    4.80
    
    
    $
    4.91
    
    
    $
    5.02
    
    
    $
    5.14
    
    
    $
    5.25
    
    
    $
    5.38
    
    
    $
    5.50
    
    
    $
    5.63
    
    
    $
    5.762 Base (Annualized / De & Re-escalated)
    
    
    
    
    
    
    3.40
    
    
    $
    3.36
    
    
    $
    3.31
    
    
    $
    3.36
    
    
    $
    3.47
    
    
    $
    3.59
    
    
    $
    3.62
    
    
    $
    3.69
    
    
    $
    3.76
    
    
    $
    3.81
    
    
    $
    3.73
    
    
    $
    3.65
    
    
    $
    3.65
    
    
    $
    3.64
    
    
    $
    3.63
    
    
    $
    3.62
    
    
    $
    3.613 High
    
    
    5.0
    %
    
    
    3.57
    
    
    
    3.53
    
    
    
    3.48
    
    
    
    3.53
    
    
    
    3.64
    
    
    
    3.77
    
    
    
    3.80
    
    
    
    3.88
    
    
    
    3.95
    
    
    
    4.00
    
    
    
    3.92
    
    
    
    3.84
    
    
    
    3.83
    
    
    
    3.82
    
    
    
    3.81
    
    
    
    3.80
    
    
    
    3.794 Low
    
    
    5.0
    %
    
    
    3.23
    
    
    
    3.19
    
    
    
    3.14
    
    
    
    3.19
    
    
    
    3.29
    
    
    
    3.41
    
    
    
    3.44
    
    
    
    3.51
    
    
    
    3.57
    
    
    
    3.62
    
    
    
    3.54
    
    
    
    3.47
    
    
    
    3.46
    
    
    
    3.45
    
    
    
    3.45
    
    
    
    3.44
    
    
    
    3.435 Sensitivity
    
    
    
    
    
    $
    2.55
    
    
    $
    2.61
    
    
    $
    2.67
    
    
    $
    2.73
    
    
    $
    2.79
    
    
    $
    2.86
    
    
    $
    2.92
    
    
    $
    2.99
    
    
    $
    3.06
    
    
    $
    3.13
    
    
    $
    3.20
    
    
    $
    3.27
    
    
    $
    3.35
    
    
    $
    3.43
    
    
    $
    3.51
    
    
    $
    3.59
    
    
    $
    3.67Current
    
    
    
    
    
    $
    3.40
    
    
    $
    3.36
    
    
    $
    3.31
    
    
    $
    3.36
    
    
    $
    3.47
    
    
    $
    3.59
    
    
    $
    3.62
    
    
    $
    3.69
    
    
    $
    3.76
    
    
    $
    3.81
    
    
    $
    3.73
    
    
    $
    3.65
    
    
    $
    3.65
    
    
    $
    3.64
    
    
    $
    3.63
    
    
    $
    3.62
    
    
    $
    3.61Muse Rail Corn Forecast (Sep  Oct)
    
    
    
    
    
    
    3.40
    
    
    
    3.31
    
    
    
    3.36
    
    
    
    3.44
    
    
    
    3.63
    
    
    
    3.65
    
    
    
    3.74
    
    
    
    3.80
    
    
    
    3.92
    
    
    
    3.86
    
    
    
    3.76
    
    
    
    3.76
    
    
    
    3.76
    
    
    
    3.76
    
    
    
    3.76
    
    
    
    3.76
    
    
    
    3.76Corn Pricing per Bushel: Local Harvest FOB Plant [Nominal]1 Management
    
    
    
    
    
    $
    4.00
    
    
    $
    4.00
    
    
    $
    4.19
    
    
    $
    4.28
    
    
    $
    4.38
    
    
    $
    4.48
    
    
    $
    4.58
    
    
    $
    4.69
    
    
    $
    4.80
    
    
    $
    4.91
    
    
    $
    5.02
    
    
    $
    5.14
    
    
    $
    5.25
    
    
    $
    5.38
    
    
    $
    5.50
    
    
    $
    5.63
    
    
    $
    5.762 Base (Annualized / De & Re-escalated)
    
    
    
    
    
    
    2.71
    
    
    $
    2.67
    
    
    $
    2.61
    
    
    $
    2.64
    
    
    $
    2.73
    
    
    $
    2.84
    
    
    $
    2.86
    
    
    $
    2.91
    
    
    $
    2.96
    
    
    $
    2.99
    
    
    $
    2.89
    
    
    $
    2.81
    
    
    $
    2.80
    
    
    $
    2.79
    
    
    $
    2.79
    
    
    $
    2.78
    
    
    $
    2.773 High
    
    
    5.0
    %
    
    
    2.85
    
    
    
    2.80
    
    
    
    2.74
    
    
    
    2.77
    
    
    
    2.87
    
    
    
    2.98
    
    
    
    3.00
    
    
    
    3.06
    
    
    
    3.11
    
    
    
    3.14
    
    
    
    3.04
    
    
    
    2.95
    
    
    
    2.94
    
    
    
    2.93
    
    
    
    2.93
    
    
    
    2.92
    
    
    
    2.914 Low
    
    
    5.0
    %
    
    
    2.57
    
    
    
    2.54
    
    
    
    2.48
    
    
    
    2.51
    
    
    
    2.60
    
    
    
    2.69
    
    
    
    2.72
    
    
    
    2.76
    
    
    
    2.81
    
    
    
    2.84
    
    
    
    2.75
    
    
    
    2.67
    
    
    
    2.66
    
    
    
    2.66
    
    
    
    2.65
    
    
    
    2.64
    
    
    
    2.635 Sensitivity Case
    
    
    
    
    
    $
    2.55
    
    
    $
    2.61
    
    
    $
    2.61
    
    
    $
    2.73
    
    
    $
    2.79
    
    
    $
    2.86
    
    
    $
    2.92
    
    
    $
    2.99
    
    
    $
    3.06
    
    
    $
    3.13
    
    
    $
    3.20
    
    
    $
    3.27
    
    
    $
    3.35
    
    
    $
    3.43
    
    
    $
    3.51
    
    
    $
    3.59
    
    
    $
    3.67Current
    
    
    
    
    
    $
    2.71
    
    
    $
    2.67
    
    
    $
    2.67
    
    
    $
    2.64
    
    
    $
    2.73
    
    
    $
    2.84
    
    
    $
    2.86
    
    
    $
    2.91
    
    
    $
    2.96
    
    
    $
    2.99
    
    
    $
    2.89
    
    
    $
    2.81
    
    
    $
    2.80
    
    
    $
    2.79
    
    
    $
    2.79
    
    
    $
    2.78
    
    
    $
    2.77Muse Local Corn Forecast (Sep  Oct)
    
    
    
    
    
    
    2.71
    
    
    
    2.61
    
    
    
    2.64
    
    
    
    2.71
    
    
    
    2.87
    
    
    
    2.88
    
    
    
    2.95
    
    
    
    2.99
    
    
    
    3.09
    
    
    
    3.01
    
    
    
    2.89
    
    
    
    2.89
    
    
    
    2.89
    
    
    
    2.89
    
    
    
    2.89
    
    
    
    2.89
    
    
    
    2.89Corn Weighted Average FOB Plant [Nominal]Rail FOB Plant
    
    
    93.0
    %
    
    $
    3.40
    
    
    $
    3.36
    
    
    $
    3.31
    
    
    $
    3.36
    
    
    $
    3.47
    
    
    $
    3.59
    
    
    $
    3.62
    
    
    $
    3.69
    
    
    $
    3.76
    
    
    $
    3.81
    
    
    $
    3.73
    
    
    $
    3.65
    
    
    $
    3.65
    
    
    $
    3.64
    
    
    $
    3.63
    
    
    $
    3.62
    
    
    $
    3.61Local Harvest FOB Plant
    
    
    7.0
    %
    
    
    2.71
    
    
    
    2.67
    
    
    
    2.61
    
    
    
    2.64
    
    
    
    2.73
    
    
    
    2.84
    
    
    
    2.86
    
    
    
    2.91
    
    
    
    2.96
    
    
    
    2.99
    
    
    
    2.89
    
    
    
    2.81
    
    
    
    2.80
    
    
    
    2.79
    
    
    
    2.79
    
    
    
    2.78
    
    
    
    2.77Weighted Average Corn Price
    
    
    100.0
    %
    
    $
    3.35
    
    
    $
    3.31
    
    
    $
    3.26
    
    
    $
    3.31
    
    
    $
    3.42
    
    
    $
    3.54
    
    
    $
    3.57
    
    
    $
    3.64
    
    
    $
    3.71
    
    
    $
    3.75
    
    
    $
    3.67
    
    
    $
    3.60
    
    
    $
    3.59
    
    
    $
    3.58
    
    
    $
    3.57
    
    
    $
    3.56
    
    
    $
    3.55Chemicals and Enzymes per gallon [Escalated]1 Management
    
    
    
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.062 Base
    
    
    
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.063 High
    
    
    5.0
    %
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.064 Low
    
    
    5.0
    %
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.065 Sensitivity Case
    
    
    
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06Current
    
    
    100.0
    %
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.08
    
    
    $
    0.08
    
    
    $
    0.08
    
    
    $
    0.08
    
    
    $
    0.08
    
    
    $
    0.08
    
    
    $
    0.09Denaturant ($/gallon) [Escalated]1 Management
    
    
    
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.092 Base
    
    
    
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.093 High
    
    
    5.0
    %
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.094 Low
    
    
    5.0
    %
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.085 Sensitivity Case
    
    
    
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09Current
    
    
    100.0
    %
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.10
    
    
    $
    0.10
    
    
    $
    0.10
    
    
    $
    0.10
    
    
    $
    0.11
    
    
    $
    0.11
    
    
    $
    0.11
    
    
    $
    0.11
    
    
    $
    0.12
    
    
    $
    0.12
    
    
    $
    0.12
    
    
    $
    0.12
    
    
    $
    0.13
 WestLB AG
    
    Strictly Private and Confidential




---



##### 



Southwest Georgia Ethanol, LLC  Financial Model
    
    Pricing
 
 Case
    
    Escalation
    
    
    Base Year
    
    
    1
    
    
    2
    
    
    3
    
    
    4
    
    
    5
    
    
    6
    
    
    7
    
    
    8
    
    
    9
    
    
    10
    
    
    11
    
    
    12
    
    
    13
    
    
    14
    
    
    15
    
    
    162
    
    2.30%
    
    
    FY 2007
    
    
    FY 2008
    
    
    FY 2009
    
    
    FY 2010
    
    
    FY 2011
    
    
    FY 2012
    
    
    FY 2013
    
    
    FY 2014
    
    
    FY 2015
    
    
    FY 2016
    
    
    FY 2017
    
    
    FY 2018
    
    
    FY 2019
    
    
    FY 2020
    
    
    FY 2021
    
    
    FY 2022
    
    
    FY 2023Electricity
(KWh per gallon)
[Escalated]1 Management
    
    
    1.00
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.072 Base
    
    
    
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.073 High
    
    
    5.0
    %
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.074 Low
    
    
    5.0
    %
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.075 Sensitivity Case
    
    
    
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07Current
    
    
    100.0
    %
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    0.08
    
    
    $
    0.08
    
    
    $
    0.08
    
    
    $
    0.08
    
    
    $
    0.08
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.09
    
    
    $
    0.10
    
    
    $
    0.10
    
    
    $
    0.10Natural Gas
[Nominal]1 Management
    
    
    3,400,000
    
    
    $
    8.92
    
    
    $
    9.13
    
    
    $
    9.34
    
    
    $
    9.55
    
    
    $
    9.77
    
    
    $
    9.99
    
    
    $
    10.22
    
    
    $
    10.46
    
    
    $
    10.70
    
    
    $
    10.95
    
    
    $
    11.20
    
    
    $
    11.46
    
    
    $
    11.72
    
    
    $
    11.99
    
    
    $
    12.26
    
    
    $
    12.55
    
    
    $
    12.832 Base
    
    
    
    
    
    $
    8.88
    
    
    $
    9.08
    
    
    $
    9.02
    
    
    $
    8.96
    
    
    $
    8.70
    
    
    $
    8.48
    
    
    $
    8.23
    
    
    $
    8.42
    
    
    $
    8.61
    
    
    $
    8.81
    
    
    $
    9.02
    
    
    $
    9.02
    
    
    $
    9.23
    
    
    $
    9.44
    
    
    $
    9.66
    
    
    $
    9.88
    
    
    $
    10.113 High
    
    
    5.0
    %
    
    
    9.32
    
    
    
    9.53
    
    
    
    9.47
    
    
    
    9.41
    
    
    
    9.14
    
    
    
    8.90
    
    
    
    8.64
    
    
    
    8.84
    
    
    
    9.04
    
    
    
    9.25
    
    
    
    9.47
    
    
    
    9.47
    
    
    
    9.69
    
    
    
    9.91
    
    
    
    10.14
    
    
    
    10.37
    
    
    
    10.614 Low
    
    
    5.0
    %
    
    
    8.44
    
    
    
    8.63
    
    
    
    8.57
    
    
    
    8.51
    
    
    
    8.27
    
    
    
    8.06
    
    
    
    7.82
    
    
    
    8.00
    
    
    
    8.18
    
    
    
    8.37
    
    
    
    8.57
    
    
    
    8.57
    
    
    
    8.77
    
    
    
    8.97
    
    
    
    9.17
    
    
    
    9.38
    
    
    
    9.605 Sensitivity Case
    
    
    
    
    
    
    8.88
    
    
    
    9.08
    
    
    
    9.02
    
    
    
    8.96
    
    
    
    8.70
    
    
    
    8.48
    
    
    
    8.23
    
    
    
    8.42
    
    
    
    8.61
    
    
    
    8.81
    
    
    
    9.02
    
    
    
    9.02
    
    
    
    9.23
    
    
    
    9.44
    
    
    
    9.66
    
    
    
    9.88
    
    
    
    10.11Current
    
    
    100.0
    %
    
    $
    8.88
    
    
    $
    9.08
    
    
    $
    9.02
    
    
    $
    8.96
    
    
    $
    8.70
    
    
    $
    8.48
    
    
    $
    8.23
    
    
    $
    8.42
    
    
    $
    8.61
    
    
    $
    8.81
    
    
    $
    9.02
    
    
    $
    9.02
    
    
    $
    9.23
    
    
    $
    9.44
    
    
    $
    9.66
    
    
    $
    9.88
    
    
    $
    10.11Corn Commission
Costs (S/bushel)Palmetto
    
    
    
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00Current
    
    
    
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00Ethanol Commission
Costs (S/bushel)- Rail Ethanol
    
    
    50
    %
    
    $
    0.010
    
    
    $
    0.010
    
    
    $
    0.010
    
    
    $
    0.010
    
    
    $
    0.010
    
    
    $
    0.010
    
    
    $
    0.010
    
    
    $
    0.010
    
    
    $
    0.010
    
    
    $
    0.010
    
    
    $
    0.010
    
    
    $
    0.010
    
    
    $
    0.010
    
    
    $
    0.010
    
    
    $
    0.010
    
    
    $
    0.010
    
    
    $
    0.010- Truck Ethanol
    
    
    50
    %
    
    $
    0.012
    
    
    $
    0.012
    
    
    $
    0.012
    
    
    $
    0.012
    
    
    $
    0.012
    
    
    $
    0.012
    
    
    $
    0.012
    
    
    $
    0.012
    
    
    $
    0.012
    
    
    $
    0.012
    
    
    $
    0.012
    
    
    $
    0.012
    
    
    $
    0.012
    
    
    $
    0.012
    
    
    $
    0.012
    
    
    $
    0.012
    
    
    $
    0.012Current
    
    
    
    
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    0.01DDGS & WDGS
Broker Fees
per ton- Rail
    
    
    0
    %
    
    $
    0.500
    
    
    $
    0.500
    
    
    $
    0.500
    
    
    $
    0.500
    
    
    $
    0.500
    
    
    $
    0.500
    
    
    $
    0.500
    
    
    $
    0.500
    
    
    $
    0.500
    
    
    $
    0.500
    
    
    $
    0.500
    
    
    $
    0.500
    
    
    $
    0.500
    
    
    $
    0.500
    
    
    $
    0.500
    
    
    $
    0.500
    
    
    $
    0.500- Local
    
    
    100
    %
    
    $
    0.000
    
    
    $
    0.000
    
    
    $
    0.000
    
    
    $
    0.000
    
    
    $
    0.000
    
    
    $
    0.000
    
    
    $
    0.000
    
    
    $
    0.000
    
    
    $
    0.000
    
    
    $
    0.000
    
    
    $
    0.000
    
    
    $
    0.000
    
    
    $
    0.000
    
    
    $
    0.000
    
    
    $
    0.000
    
    
    $
    0.000
    
    
    $
    0.000Current
    
    
    
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
    
    
    $
    0.00
 WestLB AG
    
    Strictly Private and Confidential




---



##### 



Southwest Goorgia Ethanol, LLC  Financial Model
    
    OperationsFirst United Ethanol, LLCwestt B Model
 2
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    121
    
    
    2
    
    
    3
    
    
    4
    
    
    5
    
    
    6
    
    
    7
    
    
    8
    
    
    9
    
    
    10
    
    
    11
    
    
    12
    
    
    13
    
    
    14
    
    
    15
    
    
    16FY 2008
    
    
    FY 2009
    
    
    FY 2010
    
    
    FY 2011
    
    
    FY 2012
    
    
    FY 2013
    
    
    FY2014
    
    
    FY2015
    
    
    FY2016
    
    
    FY 2017
    
    
    FY 2018
    
    
    FY 2019
    
    
    FY 2020
    
    
    FY 2021
    
    
    FY 2022
    
    
    FY 2023OperationsInputsRevenueEthanol ($/gal)
    
    $
    2.09
    
    
    $
    2.06
    
    
    $
    2.07
    
    
    $
    2.06
    
    
    $
    2.00
    
    
    $
    1.93
    
    
    $
    2.00
    
    
    $
    2.08
    
    
    $
    2.11
    
    
    $
    2.13
    
    
    $
    2.16
    
    
    $
    2.20
    
    
    $
    2.24
    
    
    $
    2.28
    
    
    $
    2.32
    
    
    $
    2.36DDGS ($/ton)
    
    
    116.44
    
    
    
    113.07
    
    
    
    114.80
    
    
    
    118.56
    
    
    
    122.84
    
    
    
    123.94
    
    
    
    126.21
    
    
    
    128.53
    
    
    
    129.97
    
    
    
    126.64
    
    
    
    123.79
    
    
    
    123.47
    
    
    
    123.15
    
    
    
    122.84
    
    
    
    122.52
    
    
    
    122.20WDGS ($/ton)
    
    
    47.44
    
    
    
    48.32
    
    
    
    51.39
    
    
    
    54.60
    
    
    
    56.51
    
    
    
    57.07
    
    
    
    58.14
    
    
    
    59.23
    
    
    
    59.94
    
    
    
    58.63
    
    
    
    57.48
    
    
    
    57.33
    
    
    
    57.18
    
    
    
    57.03
    
    
    
    56.89
    
    
    
    56.74CO2 ($/ton)
    
    
    10.23
    
    
    
    10.47
    
    
    
    10.71
    
    
    
    10.95
    
    
    
    11.20
    
    
    
    11.46
    
    
    
    11.73
    
    
    
    12.00
    
    
    
    12.27
    
    
    
    12.55
    
    
    
    12.84
    
    
    
    13.14
    
    
    
    13.44
    
    
    
    13.75
    
    
    
    14.06
    
    
    
    14.39Drying
    
    
    204,600.00
    
    
    
    209,305.80
    
    
    
    214,119.83
    
    
    
    219,044.59
    
    
    
    224,082.62
    
    
    
    229,236.52
    
    
    
    234,508.96
    
    
    
    239,902.66
    
    
    
    245,420.42
    
    
    
    251,065.09
    
    
    
    256,839.59
    
    
    
    262,746.90
    
    
    
    268,790.08
    
    
    
    274,972.25
    
    
    
    281,296.61
    
    
    
    287,766.43CostsCorn ($/bushel)
    
    $
    3.31
    
    
    $
    3.26
    
    
    $
    3.31
    
    
    $
    3.42
    
    
    $
    3.54
    
    
    $
    3.57
    
    
    $
    3.64
    
    
    $
    3.71
    
    
    $
    3.75
    
    
    $
    3.67
    
    
    $
    3.60
    
    
    $
    3.59
    
    
    $
    3.58
    
    
    $
    3.57
    
    
    $
    3.56
    
    
    $
    3.55Chemicals and Enzymes ($/gallon)
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.09Denaturant ($/KWh)
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.10
    
    
    
    0.10
    
    
    
    0.10
    
    
    
    0.10
    
    
    
    0.11
    
    
    
    0.11
    
    
    
    0.11
    
    
    
    0.11
    
    
    
    0.12
    
    
    
    0.12
    
    
    
    0,12
    
    
    
    0.12
    
    
    
    0.13Electricity ($/gallon)
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.10
    
    
    
    0.10
    
    
    
    0.10Natural Gas
    
    
    9.08
    
    
    
    9.02
    
    
    
    8.96
    
    
    
    8.70
    
    
    
    8.48
    
    
    
    8.23
    
    
    
    8.42
    
    
    
    8.61
    
    
    
    8.81
    
    
    
    9.02
    
    
    
    9.02
    
    
    
    9.23
    
    
    
    9.44
    
    
    
    9.66
    
    
    
    9.88
    
    
    
    10.11Corn Commission Cost
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00Ethanol Commission Cost
    
    
    0.01
    
    
    
    0.01
    
    
    
    0.01
    
    
    
    0.01
    
    
    
    0.01
    
    
    
    0.01
    
    
    
    0.01
    
    
    
    0.01
    
    
    
    0.01
    
    
    
    0.01
    
    
    
    0.01
    
    
    
    0.01
    
    
    
    0.01
    
    
    
    0.01
    
    
    
    0.01
    
    
    
    0.01Production DaysMonth of Operation
    
    
    2
    
    
    
    12
    
    
    
    12
    
    
    
    12
    
    
    
    12
    
    
    
    12
    
    
    
    12
    
    
    
    12
    
    
    
    12
    
    
    
    12
    
    
    
    12
    
    
    
    12
    
    
    
    12
    
    
    
    12
    
    
    
    12
    
    
    
    12Ethanol days of potential operation
    
    
    61
    
    
    
    365
    
    
    
    365
    
    
    
    365
    
    
    
    365
    
    
    
    365
    
    
    
    365
    
    
    
    365
    
    
    
    365
    
    
    
    365
    
    
    
    365
    
    
    
    365
    
    
    
    365
    
    
    
    365
    
    
    
    365
    
    
    
    365Downtime Days
    
    
    2
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10Holidays
    
    
    0
    
    
    
    2
    
    
    
    2
    
    
    
    2
    
    
    
    2
    
    
    
    2
    
    
    
    2
    
    
    
    2
    
    
    
    2
    
    
    
    2
    
    
    
    2
    
    
    
    2
    
    
    
    2
    
    
    
    2
    
    
    
    2
    
    
    
    2Ethanol days of actual operation
    
    
    59
    
    
    
    353
    
    
    
    353
    
    
    
    353
    
    
    
    353
    
    
    
    353
    
    
    
    353
    
    
    
    353
    
    
    
    353
    
    
    
    353
    
    
    
    353
    
    
    
    353
    
    
    
    353
    
    
    
    353
    
    
    
    353
    
    
    
    353Annual CapacityEthanol
    
    
    16,666.667
    
    
    
    100,000.000
    
    
    
    100,000,000
    
    
    
    100,000,000
    
    
    
    100,000,000
    
    
    
    100,000,000
    
    
    
    100,000,000
    
    
    
    100,000,000
    
    
    
    100,000,000
    
    
    
    100,000,000
    
    
    
    100,000,000
    
    
    
    100,000,000
    
    
    
    100,000,000
    
    
    
    100,000,000
    
    
    
    100,000,000
    
    
    
    100,000,000Distillers Dried Grains
    
    
    47,333
    
    
    
    284.000
    
    
    
    284.000
    
    
    
    284.000
    
    
    
    284.000
    
    
    
    284.000
    
    
    
    284.000
    
    
    
    284.000
    
    
    
    284.000
    
    
    
    284.000
    
    
    
    284.000
    
    
    
    284.000
    
    
    
    284.000
    
    
    
    284.000
    
    
    
    284.000
    
    
    
    284.000Wet Distillers Grains
    
    
    10,500
    
    
    
    63.000
    
    
    
    63.000
    
    
    
    63.000
    
    
    
    63.000
    
    
    
    63.000
    
    
    
    63.000
    
    
    
    63.000
    
    
    
    63.000
    
    
    
    63.000
    
    
    
    63.000
    
    
    
    63.000
    
    
    
    63.000
    
    
    
    63.000
    
    
    
    63.000
    
    
    
    63.000Carbon Dioxide (CO2)
    
    
    0
    
    
    
    20.000
    
    
    
    80.000
    
    
    
    80.000
    
    
    
    80.000
    
    
    
    80.000
    
    
    
    80.000
    
    
    
    80.000
    
    
    
    80.000
    
    
    
    80.000
    
    
    
    80.000
    
    
    
    80.000
    
    
    
    80.000
    
    
    
    80.000
    
    
    
    80.000
    
    
    
    80.000Operating RevenuesEthanol
    
    $
    34,862,710
    
    
    $
    205,949,084
    
    
    $
    207,296,772
    
    
    $
    205,875,477
    
    
    $
    199,779,652
    
    
    $
    193,126,639
    
    
    $
    200,264,950
    
    
    $
    207,704,418
    
    
    $
    210,842,321
    
    
    $
    212,547,833
    
    
    $
    216,263,434
    
    
    $
    220,064,493
    
    
    $
    223,952,976
    
    
    $
    227,923,894
    
    
    $
    232,000,305
    
    
    $
    236,163,312DDGS
    
    
    5,511,307
    
    
    
    32,112,473
    
    
    
    32,603,740
    
    
    
    33,670,364
    
    
    
    34,885,479
    
    
    
    35,198.331
    
    
    
    35,843,115
    
    
    
    36,502,892
    
    
    
    36,911,146
    
    
    
    35,964,567
    
    
    
    35,156,047
    
    
    
    35,065,520
    
    
    
    34,975,226
    
    
    
    34,885,165.
    
    
    
    34,795,336
    
    
    
    34,705,738WDGS
    
    
    498,094
    
    
    
    3,044,172
    
    
    
    3,237,630
    
    
    
    3,439.633
    
    
    
    3,560,137
    
    
    
    3,595,633
    
    
    
    3,662,685
    
    
    
    3,731,424
    
    
    
    3,776,395
    
    
    
    3,693,404
    
    
    
    3,621,022
    
    
    
    3,611,698
    
    
    
    3,602,398
    
    
    
    3,593,122
    
    
    
    3,583,869
    
    
    
    3,574,641CO2
    
    
    0
    
    
    
    129.306
    
    
    
    536,479
    
    
    
    876,178
    
    
    
    896,330
    
    
    
    916,946
    
    
    
    938.036
    
    
    
    959,611
    
    
    
    981,682
    
    
    
    1,004,260
    
    
    
    1,027,358
    
    
    
    1,050,988
    
    
    
    1,075,160
    
    
    
    1,099,889
    
    
    
    1,125,186
    
    
    
    1,151,066Drying
    
    
    150,000
    
    
    
    209,305.80
    
    
    
    214,119.83
    
    
    
    219,044.59
    
    
    
    224,082.62
    
    
    
    229,236.52
    
    
    
    234,508.96
    
    
    
    239,902.66
    
    
    
    245,420.42
    
    
    
    251,065.09
    
    
    
    256,839.59
    
    
    
    262,746.90
    
    
    
    268,790.08
    
    
    
    274,972.25
    
    
    
    281,296.61
    
    
    
    287,766.43Total Revenues
    
    $
    41,022,111
    
    
    $
    241,444,340
    
    
    $
    243,888,742
    
    
    $
    244,080,697
    
    
    $
    239,345,681
    
    
    $
    233,066,786
    
    
    $
    240,943,294
    
    
    $
    249,138,248
    
    
    $
    252,756,964
    
    
    $
    253,461,130
    
    
    $
    256,324,700
    
    
    $
    260,055,445
    
    
    $
    263,874,550
    
    
    $
    267,784,042
    
    
    $
    271,785,993
    
    
    $
    275,882,523
 WestLB AG
    
    Strictly Private and Confidential




---



##### 



Southwest Goorgia Ethanol, LLC  Financial Model
    
    OperationsFirst United Ethanel, LLCwestt B Model
 2
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    121
    
    
    2
    
    
    3
    
    
    4
    
    
    5
    
    
    6
    
    
    7
    
    
    8
    
    
    9
    
    
    10
    
    
    11
    
    
    12
    
    
    13
    
    
    14
    
    
    15
    
    
    16FY 2008
    
    
    FY 2009
    
    
    FY 2010
    
    
    FY 2011
    
    
    FY 2012
    
    
    FY 2013
    
    
    FY 2014
    
    
    FY 2015
    
    
    FY 2016
    
    
    FY 2017
    
    
    FY 2018
    
    
    FY 2019
    
    
    FY 2020
    
    
    FY 2021
    
    
    FY 2022
    
    
    FY 2023OperationsCost of SalesCorn
    
    $
    19,719,726
    
    
    $
    116,440,862
    
    
    $
    118,226,028
    
    
    $
    122,004,272
    
    
    $
    126,333,435
    
    
    $
    127,499,167
    
    
    $
    129,927,790
    
    
    $
    132,343,060
    
    
    $
    134,047,128
    
    
    $
    131,100,846
    
    
    $
    128,416,487
    
    
    $
    128,085,814
    
    
    $
    127,755,993
    
    
    $
    127,427,022
    
    
    $
    127,098,897
    
    
    $
    126,771,617Corn Broker Fees
    
    $
    25,000
    
    
    $
    50,000
    
    
    $
    50,000
    
    
    $
    50,000
    
    
    $
    50,000
    
    
    $
    50,000
    
    
    $
    50,000
    
    
    $
    50,000
    
    
    $
    50,000
    
    
    $
    50,000
    
    
    $
    50,000
    
    
    $
    50,000
    
    
    $
    50,000
    
    
    $
    50,000
    
    
    $
    50,000
    
    
    $
    50,000DDGS Broker Fees
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0WDGS Broker Fees
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Chemicals and Enzymes
    
    
    1,023,000
    
    
    
    6,279,174
    
    
    
    6,423,595
    
    
    
    6,571,338
    
    
    
    6,722,478
    
    
    
    6,877,095
    
    
    
    7,035,269
    
    
    
    7,197,080
    
    
    
    7,362,613
    
    
    
    7,531,953
    
    
    
    7,705,188
    
    
    
    7,882,407
    
    
    
    8,063,702
    
    
    
    8,249,168
    
    
    
    8,438,898
    
    
    
    8,632,993Denaturant
    
    
    1,502,105
    
    
    
    9,219,920
    
    
    
    9,431,979
    
    
    
    9,648,914
    
    
    
    9,870,839
    
    
    
    10,097,868
    
    
    
    10,330,119
    
    
    
    10,567,712
    
    
    
    10,810,770
    
    
    
    11,059,953
    
    
    
    11,313,784
    
    
    
    11,574,001
    
    
    
    11,840,203
    
    
    
    12,112,528
    
    
    
    12,391,116
    
    
    
    12,676,111Electricity
    
    
    1,193,500
    
    
    
    7,325,703
    
    
    
    7,494,194
    
    
    
    7,666,561
    
    
    
    7,842,892
    
    
    
    8,023,278
    
    
    
    8,207,813
    
    
    
    8,396,593
    
    
    
    8,589,715
    
    
    
    11,059,417
    
    
    
    8,989,386
    
    
    
    9,196,141
    
    
    $
    9,407,653
    
    
    
    9,624,029
    
    
    
    9,845,381
    
    
    
    10,071,825Natural Gas
    
    
    5,145,333
    
    
    
    30,668,000
    
    
    
    30,464,000
    
    
    
    29,580,000
    
    
    
    28,832,000
    
    
    
    27,982,000
    
    
    
    28,628,000
    
    
    
    29,274,000
    
    
    
    29,954,000
    
    
    
    8,787,278
    
    
    
    30,668,000
    
    
    
    31,373,364
    
    
    
    32,094,951
    
    
    
    32,833,135
    
    
    
    33,588,297
    
    
    
    34,360,828Ethanol Comission Costs
    
    
    183,333
    
    
    
    1,110,000
    
    
    
    1,100,000
    
    
    
    1,100,000
    
    
    
    1,100,000
    
    
    
    1,100,000
    
    
    
    1,100,000
    
    
    
    1,100,000
    
    
    
    1,100,000
    
    
    
    1,100,000
    
    
    
    1,100,000
    
    
    
    1,100,000
    
    
    
    1,100,000
    
    
    
    1,100,000
    
    
    
    1,100,000
    
    
    
    1,100,000Variable Operating Expenses
    
    $
    28,791,997
    
    
    $
    171,083,660
    
    
    $
    173,189,796
    
    
    $
    176,621,085
    
    
    $
    180,751,644
    
    
    $
    181,629,409
    
    
    $
    185,278,991
    
    
    $
    188,928,445
    
    
    $
    191,914,225
    
    
    $
    190,297,494
    
    
    $
    188,242,844
    
    
    $
    189,261,728
    
    
    $
    190,312,503
    
    
    $
    191,395,881
    
    
    $
    192,512,590
    
    
    $
    193,663,375Payroll & Benefits
    
    
    381,563
    
    
    
    2,343,273
    
    
    
    2,397,169
    
    
    
    2,452,304
    
    
    
    2,508,707
    
    
    
    2,566,407
    
    
    
    2,625,434
    
    
    
    2,685,819
    
    
    
    2,747,593
    
    
    
    2,810,788
    
    
    
    2,875,436
    
    
    
    2,941,571
    
    
    
    3,009,227
    
    
    
    3,078,439
    
    
    
    3,149,243
    
    
    
    3,221,676Rail Car Leases
    
    
    231,917
    
    
    
    1,331,500
    
    
    
    1,331,500
    
    
    
    1,331,500
    
    
    
    1,331,500
    
    
    
    1,331,500
    
    
    
    1,331,500
    
    
    
    1,331,500
    
    
    
    1,331,500
    
    
    
    1,331,500
    
    
    
    1,331,500
    
    
    
    1,331,500
    
    
    
    1,331,500
    
    
    
    1,331,500
    
    
    
    1,331,500
    
    
    
    1,331,500Tanker Car Leases
    
    
    223,500
    
    
    
    1,341,000
    
    
    
    1,341,000
    
    
    
    1,341,000
    
    
    
    1,341,000
    
    
    
    1,341,000
    
    
    
    1,341,000
    
    
    
    1,341,000
    
    
    
    1,341,000
    
    
    
    1,341,000
    
    
    
    1,341,000
    
    
    
    1,341,000
    
    
    
    1,341,000
    
    
    
    1,341,000
    
    
    
    1,341,000
    
    
    
    1,341,000Eco-Energy Premium
    
    
    -208,333
    
    
    
    -1,250,000
    
    
    
    -1,250,000
    
    
    
    -1,250,000
    
    
    
    -1,250,000
    
    
    
    -1,250,000
    
    
    
    -1,250,000
    
    
    
    -1,250,000
    
    
    
    -1,250,000
    
    
    
    -1,250,000
    
    
    
    -1,250,000
    
    
    
    -1,250,000
    
    
    
    -1,250,000
    
    
    
    -1,250,000
    
    
    
    -1,250,000
    
    
    
    -1,250,000Geam Car Leases
    
    
    216,750
    
    
    
    1,300,500
    
    
    
    1,300,500
    
    
    
    1,300,500
    
    
    
    1,300,500
    
    
    
    1,300,500
    
    
    
    1,300,500
    
    
    
    1,300,500
    
    
    
    1,300,500
    
    
    
    1,300,500
    
    
    
    1,300,500
    
    
    
    1,300,500
    
    
    
    1,300,500
    
    
    
    1,300,500
    
    
    
    1,300,500
    
    
    
    1,300,500NS Volume Incentive
    
    
    0
    
    
    
    -60,000
    
    
    
    -60,000
    
    
    
    -60,000
    
    
    
    -60,000
    
    
    
    -60,000
    
    
    
    -60,000
    
    
    
    -60,000
    
    
    
    -60,000
    
    
    
    -60,000
    
    
    
    -60,000
    
    
    
    -60,000
    
    
    
    -60,000
    
    
    
    -60,000
    
    
    
    -60,000
    
    
    
    -60,000Direct Production Costs
    
    
    567,111
    
    
    
    3,482,771
    
    
    
    3,562,875
    
    
    
    3,644,821
    
    
    
    3,728,652
    
    
    
    3,814,411
    
    
    
    3,902,142
    
    
    
    3,991,891
    
    
    
    4,083,705
    
    
    
    4,177,630
    
    
    
    4,273,716
    
    
    
    4,372,011
    
    
    
    4,472,567
    
    
    
    4,575,436
    
    
    
    4,680,671
    
    
    
    4,788,327Indirect Production Costs
    
    
    150,172
    
    
    
    922,245
    
    
    
    943,457
    
    
    
    965,156
    
    
    
    987,355
    
    
    
    1,010,064
    
    
    
    1,033,295
    
    
    
    1,057,061
    
    
    
    1,081,374
    
    
    
    1,106,245
    
    
    
    1,131,689
    
    
    
    1,157,718
    
    
    
    1,184,345
    
    
    
    1,211,585
    
    
    
    1,239,452
    
    
    
    1,267,959Process Water Treatment
    
    
    25,000
    
    
    
    150,000
    
    
    
    150,000
    
    
    
    150,000
    
    
    
    150,000
    
    
    
    150,000
    
    
    
    150,000
    
    
    
    150,000
    
    
    
    150,000
    
    
    
    150,000
    
    
    
    150,000
    
    
    
    150,000
    
    
    
    150,000
    
    
    
    150,000
    
    
    
    150,000
    
    
    
    150,000Chemicals for Potable Water
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Maintence Supplies
    
    
    40,000
    
    
    
    240,000
    
    
    
    240,000
    
    
    
    240,000
    
    
    
    240,000
    
    
    
    240,000
    
    
    
    240,000
    
    
    
    240,000
    
    
    
    240,000
    
    
    
    240,000
    
    
    
    240,000
    
    
    
    240,000
    
    
    
    240,000
    
    
    
    240,000
    
    
    
    240,000
    
    
    
    240,000Other Fixed Expenses
    
    
    782,283
    
    
    
    4,795,016
    
    
    
    4,896,331
    
    
    
    4,999,977
    
    
    
    5,106,006
    
    
    
    5,214,475
    
    
    
    5,325,438
    
    
    
    5,438,953
    
    
    
    5,555,078
    
    
    
    5,673,875
    
    
    
    5,795,404
    
    
    
    5,919,729
    
    
    
    6,046,912
    
    
    
    6,177,021
    
    
    
    6,310,123
    
    
    
    6,446,286Fixed Operating Expenses
    
    
    1,395,763
    
    
    
    8,469,789
    
    
    
    8,625,000
    
    
    
    8,783,781
    
    
    
    8,946,213
    
    
    
    9,112,381
    
    
    
    9,282,372
    
    
    
    9,456,272
    
    
    
    9,634,171
    
    
    
    9,816,163
    
    
    
    10,002,340
    
    
    
    10,192,799
    
    
    
    10,387,639
    
    
    
    10,586,961
    
    
    
    10,790,866
    
    
    
    10,999,462Total Operating Expenses
    
    $
    30,187,760
    
    
    $
    179,553,449
    
    
    $
    181,814,796
    
    
    $
    185,404,865
    
    
    $
    189,697,857
    
    
    $
    190,741,790
    
    
    $
    194,561,363
    
    
    $
    198,384,717
    
    
    $
    201,548,397
    
    
    $
    200,113,657
    
    
    $
    198,245,184
    
    
    $
    199,454,527
    
    
    $
    200,700,142
    
    
    $
    201,982,841
    
    
    $
    203,303,456
    
    
    $
    204,662,837Corporate Overhead
    
    
    656,224
    
    
    
    4,030,036
    
    
    
    4,107,777
    
    
    
    4,187,306
    
    
    
    4,268,664
    
    
    
    4,351,893
    
    
    
    4,437,037
    
    
    
    4,524,139
    
    
    
    4,613,244
    
    
    
    4,704,398
    
    
    
    4,797,650
    
    
    
    4,893,045
    
    
    
    4,990,636
    
    
    
    5,090,470
    
    
    
    5,192,601
    
    
    
    5,297,081General & Administrative Expenses
    
    
    656,224
    
    
    
    4,030,036
    
    
    
    4,107,777
    
    
    
    4,187,306
    
    
    
    4,268,664
    
    
    
    4,351,893
    
    
    
    4,437,037
    
    
    
    4,524,139
    
    
    
    4,613,244
    
    
    
    4,704,398
    
    
    
    4,797,650
    
    
    
    4,893,045
    
    
    
    4,990,636
    
    
    
    5,090,470
    
    
    
    5,192,601
    
    
    
    5,297,081EBITDA
    
    $
    10,178,127
    
    
    $
    57,860,855
    
    
    $
    57,966,169
    
    
    $
    54,488,526
    
    
    $
    45,379,160
    
    
    $
    37,973,103
    
    
    $
    41,944,895
    
    
    $
    46,229,392
    
    
    $
    46,595,323
    
    
    $
    48,643,074
    
    
    $
    53,281,867
    
    
    $
    55,707,872
    
    
    $
    58,183,773
    
    
    $
    60,710,731
    
    
    $
    63,289,936
    
    
    $
    65,922,605Capex
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Annual Cash Available for Debt
    
    $
    10,178,127
    
    
    $
    57,860,855
    
    
    $
    57,966,169
    
    
    $
    54,488,526
    
    
    $
    45,379,160
    
    
    $
    37,973,103
    
    
    $
    41,944,895
    
    
    $
    46,229,392
    
    
    $
    46,595,323
    
    
    $
    48,643,074
    
    
    $
    53,281,867
    
    
    $
    55,707,872
    
    
    $
    58,183,773
    
    
    $
    60,710,731
    
    
    $
    63,289,936
    
    
    $
    65,922,605Quarterly Cash Available for Debt
    
    $
    10,178,127
    
    
    $
    14,465,214
    
    
    $
    14,491,542
    
    
    $
    13,622,131
    
    
    $
    11,344,790
    
    
    $
    9,493,276
    
    
    $
    10,486,224
    
    
    $
    11,557,348
    
    
    $
    11,648,831
    
    
    $
    12,160,769
    
    
    $
    13,320,467
    
    
    $
    13,926,968
    
    
    $
    14,545,943
    
    
    $
    15,177,683
    
    
    $
    15,822,484
    
    
    $
    16,480,651
 WestLB AG
    
    Strictly Private and Confidential




---



##### 



Southwest Georgia Ethanol , LLC - Financial Model
    
    OpCo Debt
 Size of Facilities
 Senior Debt
    
    $
    115,000,000C&T Loan
    
    $
    100,000,000Working Capital
    
    $
    15,000,000Subordinted Debt
    
    $
    10,000,000
 Credit Spreads
 C&T Loan
    
    
    3.75
    %Subordinted Debt
    
    
    8.75
    %Working Capital Draw
    
    
    3.75
    %Working Capital Undraw
    
    
    0.50
    %
 Mandatory Amort & Sweeps
 Mandatory AmortizationC&T Loan
    
    
    6.00
    %Subordinted Debt
    
    
    0.00
    %Cash SweepC&T Loan
    
    
    50.00
    %
 Target Balance Amount
 Qtrly Reduction
    
    
    Qtrly ReductionAmount
    
    
    Rate
    
    
    O/S BalanceMandatory AmortizationYear 1 Post Conversion
    
    $
    5,000,000
    
    
    
    5.00
    %
    
    
    80.00
    %Year 2 Post Conversion
    
    $
    5,000,000
    
    
    
    5.00
    %
    
    
    60.00
    %Year 3 Post Conversion
    
    $
    5,000,000
    
    
    
    5.00
    %
    
    
    40.00
    %Year 4 Post Conversion
    
    $
    5,000,000
    
    
    
    5.00
    %
    
    
    20.00
    %Year 5 Post Conversion
    
    $
    5,000,000
    
    
    
    5.00
    %
    
    
    0.00
    %Subordinted Debt
    
    $
    
    
    
    
    
    
    
    
    0.00
    %
 
 1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    11
    
    
    2
    
    
    3
    
    
    4
    
    
    5
    
    
    6
    
    
    7
    
    
    8
    
    
    9
    
    
    10
    
    
    11
    
    
    12
    
    
    13
    
    
    14
    
    
    15FY 2009
    
    
    FY 2010
    
    
    FY 2011
    
    
    FY 2012
    
    
    FY 2013
    
    
    FY 2014
    
    
    FY 2015
    
    
    FY 2016
    
    
    FY 2017
    
    
    FY 2018
    
    
    FY 2019
    
    
    FY 2020
    
    
    FY 2021
    
    
    FY 2022
    
    
    FY 2023Libor (WestLB Trading Desk)
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %Cash Available for Debt:EBITDA
    
    
    57,850,855
    
    
    
    57,654,169
    
    
    
    54,488,526
    
    
    
    45,379,160
    
    
    
    37,973,103
    
    
    
    41,944,895
    
    
    
    46,299,392
    
    
    
    46,595,323
    
    
    
    48,643,074
    
    
    
    53,281,867
    
    
    
    55,707,872
    
    
    
    58,183,773
    
    
    
    60,710,731
    
    
    
    63,289,936
    
    
    
    65,922,605Capex
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Annual Cash Available for Debt
    
    
    57,860,855
    
    
    
    57,966,169
    
    
    
    54,488,526
    
    
    
    45,379,160
    
    
    
    37,937,103
    
    
    
    41,944,895
    
    
    
    49,229,392
    
    
    
    46,959,323
    
    
    
    48,643,074
    
    
    
    53,281,867
    
    
    
    55,707,872
    
    
    
    58,183,773
    
    
    
    60,710,731
    
    
    
    63,289,936
    
    
    
    65,922,605Quarterly Cash Available for Debt:
    
    
    14,465,214
    
    
    
    14,491,542
    
    
    
    13,622,131
    
    
    
    11,344,790
    
    
    
    9,493,276
    
    
    
    10,486,224
    
    
    
    11,557,348
    
    
    
    11,648,831
    
    
    
    12,160,769
    
    
    
    13,320,467
    
    
    
    13,926,968
    
    
    
    14,545,943
    
    
    
    15,177,683
    
    
    
    15,822,484
    
    
    
    16,480,651Cash SweepFirst Quarter: (Jan-Mar)Cash Trapped From 2008
    
    $
    8,522,171
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash Available for Sr. Debt
    
    $
    22,987,385
    
    
    $
    14,491,542
    
    
    $
    13,622,131
    
    
    $
    11,344,790
    
    
    $
    9,493,276
    
    
    $
    10,486,224
    
    
    $
    11,557,348
    
    
    $
    11,648,831
    
    
    $
    12,160,769
    
    
    $
    13,320,467
    
    
    $
    13,926,968
    
    
    $
    14,545,943
    
    
    $
    15,177,683
    
    
    $
    15,822,484
    
    
    $
    16,480,651C/T Loan (Interest & Scheduled Principal)
    
    
    3,399,544
    
    
    
    2,730,905
    
    
    
    2,118,357
    
    
    
    1,538,102
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Working Capital (interest & Repayment)
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250Subordinated Debt: (Interest)
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750Before DSRA Adjustment
    
    
    19,117,841
    
    
    
    11,290,638
    
    
    
    11,033,774
    
    
    
    9,336,688
    
    
    
    9,023,276
    
    
    
    10,016,224
    
    
    
    11,087,348
    
    
    
    11,178,831
    
    
    
    11,690,769
    
    
    
    12,850,467
    
    
    
    13,456,968
    
    
    
    14,075,943
    
    
    
    14,707,683
    
    
    
    15,352,484
    
    
    
    16,010,651DSRA Contribution (Funding)
    
    
    (3,112,016
    )
    
    
    369,139
    
    
    
    349,627
    
    
    
    1,552,407
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash Flow Available for Cash Sweep
    
    
    16,005,825
    
    
    
    11,659,777
    
    
    
    11,383,401
    
    
    
    10,889,095
    
    
    
    9,023,276
    
    
    
    10,016,224
    
    
    
    11,087,348
    
    
    
    11,178,831
    
    
    
    11,690,769
    
    
    
    12,850,467
    
    
    
    13,456,968
    
    
    
    14,075,943
    
    
    
    14,707,683
    
    
    
    15,352,484
    
    
    
    16,010,651Second Quarter :(April-June)Cash Available for Sr. Debt
    
    $
    14,465,214
    
    
    $
    14,491,542
    
    
    $
    13,622,131
    
    
    $
    11,344,790
    
    
    $
    9,493,276
    
    
    $
    10,486,224
    
    
    $
    11,557,348
    
    
    $
    11,648,831
    
    
    $
    12,160,769
    
    
    $
    13,320,467
    
    
    $
    13,926,968
    
    
    $
    14,545,943
    
    
    $
    15,177,683
    
    
    $
    15,822,484
    
    
    $
    16,480,651C/T Loan (Interest & Scheduled Principal)
    
    
    3,176,837
    
    
    
    2,578,944
    
    
    
    1,959,226
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Working Capital (Interest & Repayment)
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250Subordinated Debt (Interest)
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750Before DSRA Adjustment
    
    
    10,818,376
    
    
    
    11,442,598
    
    
    
    11,182,905
    
    
    
    10,874,790
    
    
    
    9,023,276
    
    
    
    10,016,224
    
    
    
    11,087,348
    
    
    
    11,178,831
    
    
    
    11,690,769
    
    
    
    12,850,467
    
    
    
    13,456,968
    
    
    
    14,075,943
    
    
    
    14,707,683
    
    
    
    15,352,484
    
    
    
    16,010,651DSRA Contribution (Funding)
    
    
    369,478
    
    
    
    368,751
    
    
    
    356,096
    
    
    
    505,327
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash Flow Available for Cash Sweep
    
    
    11,187,854
    
    
    
    11,811,349
    
    
    
    11,539,001
    
    
    
    11,380,117
    
    
    
    9,023,276
    
    
    
    10,016,224
    
    
    
    11,087,348
    
    
    
    11,178,831
    
    
    
    11,690,769
    
    
    
    12,850,467
    
    
    
    13,456,968
    
    
    
    14,075,943
    
    
    
    14,707,683
    
    
    
    15,352,484
    
    
    
    16,010,651Third Quarter: (July-Sep)Cash Available for Sr. Debt
    
    $
    14,465,214
    
    
    $
    14,491,542
    
    
    $
    13,622,131
    
    
    $
    11,344,790
    
    
    $
    9,493,276
    
    
    $
    10,486,224
    
    
    $
    11,557,348
    
    
    $
    11,648,831
    
    
    $
    12,160,769
    
    
    $
    13,320,467
    
    
    $
    13,926,968
    
    
    $
    14,545,943
    
    
    $
    15,177,683
    
    
    $
    15,822,484
    
    
    $
    16,480,651C/T Loan (Interest & Scheduled Principal)
    
    
    3,029,767
    
    
    
    2,425,436
    
    
    
    1,818,683
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Working Capital (Interest & Repayment)
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250Subordinated Debt (Interest)
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750Before DSRA Adjustment
    
    
    10,965,446
    
    
    
    11,596,106
    
    
    
    11,333,448
    
    
    
    10,874,790
    
    
    
    9,023,276
    
    
    
    10,016,224
    
    
    
    11,087,348
    
    
    
    11,178,831
    
    
    
    11,690,769
    
    
    
    12,850,467
    
    
    
    13,456,968
    
    
    
    14,075,943
    
    
    
    14,707,683
    
    
    
    15,352,484
    
    
    
    16,010,651DSRA Contribution (Funding)
    
    
    369,333
    
    
    
    363,833
    
    
    
    323,787
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash Flow Available for Cash Sweep
    
    
    11,334,779
    
    
    
    11,959,939
    
    
    
    11,657,235
    
    
    
    10,874,790
    
    
    
    9,023,276
    
    
    
    10,016,224
    
    
    
    11,087,348
    
    
    
    11,178,831
    
    
    
    11,690,769
    
    
    
    12,850,467
    
    
    
    13,456,968
    
    
    
    14,075,943
    
    
    
    14,707,683
    
    
    
    15,352,484
    
    
    
    16,010,651Fourth Quarter: (Oct-Dec)Cash Available for Sr. Debt
    
    $
    14,465,214
    
    
    $
    14,491,542
    
    
    $
    13,622,131
    
    
    $
    11,344,790
    
    
    $
    9,493,276
    
    
    $
    10,486,224
    
    
    $
    11,557,348
    
    
    $
    11,648,831
    
    
    $
    12,160,769
    
    
    $
    13,320,467
    
    
    $
    13,926,968
    
    
    $
    14,545,943
    
    
    $
    15,177,683
    
    
    $
    15,822,484
    
    
    $
    16,480,651C/T Loan (Interest & Scheduled Principal)
    
    
    2,881,174
    
    
    
    2,270,410
    
    
    
    1,659,656
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Working Capital (Interest & Repayment)
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250Subordinated Debt (Interest)
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750Before DSRA Adjustment
    
    
    11,114,040
    
    
    
    11,751,132
    
    
    
    11,492,476
    
    
    
    10,874,790
    
    
    
    9,023,276
    
    
    
    10,016,224
    
    
    
    11,087,348
    
    
    
    11,178,831
    
    
    
    11,690,769
    
    
    
    12,850,467
    
    
    
    13,456,968
    
    
    
    14,075,943
    
    
    
    14,707,683
    
    
    
    15,352,484
    
    
    
    16,010,651DSRA Contribution (Funding)
    
    
    369,319
    
    
    
    354,517
    
    
    
    1,691,948
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash Flow Available for Cash Sweep
    
    
    11,483,358
    
    
    
    12,105,649
    
    
    
    13,184,424
    
    
    
    10,874,790
    
    
    
    9,023,276
    
    
    
    10,016,224
    
    
    
    11,087,348
    
    
    
    11,178,831
    
    
    
    11,690,769
    
    
    
    12,850,467
    
    
    
    13,456,968
    
    
    
    14,075,943
    
    
    
    14,707,683
    
    
    
    15,352,484
    
    
    
    16,010,651
 WestLB AG
    
    Strictly Private and Confidential




---



##### 



1
    
    
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    1
    
    
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    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    11
    
    
    2
    
    
    3
    
    
    4
    
    
    5
    
    
    6
    
    
    7
    
    
    8
    
    
    9
    
    
    10
    
    
    11
    
    
    12
    
    
    13
    
    
    14
    
    
    15FY 2009
    
    
    FY 2010
    
    
    FY 2011
    
    
    FY 2012
    
    
    FY 2013
    
    
    FY 2014
    
    
    FY 2015
    
    
    FY 2016
    
    
    FY 2017
    
    
    FY 2018
    
    
    FY 2019
    
    
    FY 2020
    
    
    FY 2021
    
    
    FY 2022
    
    
    FY 2023Construction/Term LoanLibor (WestLB Trading Desk)
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %Spread
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %All-in Rate
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %First Quarter: (Jan-Mar)Beginning Balance
    
    $
    99,350,000
    
    
    $
    63,345,170
    
    
    $
    33,576,813
    
    
    $
    3,694,782
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Interest Expense
    
    
    1,899,544
    
    
    
    1,230,905
    
    
    
    618,357
    
    
    
    38,102
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mandatory Amortization
    
    
    1,500,000
    
    
    
    1,500,000
    
    
    
    1,500,000
    
    
    
    1,500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash Sweep
    
    
    8,002,913
    
    
    
    5,829,888
    
    
    
    5,691,701
    
    
    
    2,194,782
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Additional Sweep (Target Balance Adjustment)
    
    
    4,998,922
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    End Balance
    
    
    84,848,165
    
    
    
    56,015,281
    
    
    
    26,385,112
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Target Balance
    
    
    80,000,000
    
    
    
    75,000,000
    
    
    
    55,000,000
    
    
    
    35,000,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    % Cash Sweep
    
    
    50.0
    %
    
    
    50.0
    %
    
    
    50.0
    %
    
    
    20.2
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %% Cash Sweep (wl Target Balance Adjustment)
    
    
    81.2
    %
    
    
    50.0
    %
    
    
    50.0
    %
    
    
    20.2
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Second Quarter: (April-June)Beginning Balance
    
    $
    84,848,165
    
    
    $
    56,015,281
    
    
    $
    26,385,112
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Interest Expense
    
    
    1,676,837
    
    
    
    1,078,944
    
    
    
    469,226
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mandatory Amortization
    
    
    1,500,000
    
    
    
    1,500,000
    
    
    
    1,500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash Sweep
    
    
    5,593,927
    
    
    
    5,905,674
    
    
    
    5,769,501
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Additional Sweep (Target Balance Adjustment)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    End Balance
    
    
    77,754,238
    
    
    
    48,609,607
    
    
    
    19,115,612
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Target Balance
    
    
    80,000,000
    
    
    
    70,000,000
    
    
    
    50,000,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    % Cash Sweep
    
    
    50.0
    %
    
    
    50.0
    %
    
    
    50.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %% Cash Sweep (wl Target Balance Adjustment)
    
    
    50.0
    %
    
    
    50.0
    %
    
    
    50.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Third Quarter: (July-Sep)Beginning Balance
    
    $
    77,754,238
    
    
    $
    48,609,607
    
    
    $
    19,115,612
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Interest Expense
    
    
    1,529,767
    
    
    
    925,436
    
    
    
    318,683
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mandatory Amortization
    
    
    1,500,000
    
    
    
    1,500,000
    
    
    
    1,500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash Sweep
    
    
    5,667,390
    
    
    
    5,979,969
    
    
    
    5,828,618
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Additional Sweep (Target Balance Adjustment)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    End Balance
    
    
    70,586,849
    
    
    
    41,129,637
    
    
    
    11,786,994
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Target Balance
    
    
    80,000,000
    
    
    
    65,000,000
    
    
    
    45,000,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    % Cash Sweep
    
    
    50.0
    %
    
    
    50.0
    %
    
    
    50.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %% Cash Sweep (wl Target Balance Adjustment)
    
    
    50.0
    %
    
    
    50.0
    %
    
    
    50.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Fourth Quarter: (Oct-Dec)Beginning Balance
    
    $
    70,586,849
    
    
    $
    41,129,637
    
    
    $
    11,786,994
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Interest Expense
    
    
    1,381,174
    
    
    
    770,410
    
    
    
    159,656
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mandatory Amortization
    
    
    1,500,000
    
    
    
    1,500,000
    
    
    
    1,500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash Sweep
    
    
    5,741,679
    
    
    
    6,052,824
    
    
    
    6,592,212
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Additional Sweep (Target Balance Adjustment)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    End Balance
    
    
    63,345,170
    
    
    
    33,576,813
    
    
    
    3,694,782
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Target Balance
    
    
    80,000,000
    
    
    
    60,000,000
    
    
    
    40,000,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    % Cash Sweep
    
    
    50.0
    %
    
    
    50.0
    %
    
    
    50.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %% Cash Sweep (wl Target Balance Adjustment)
    
    
    50.0
    %
    
    
    50.0
    %
    
    
    50.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %Total Interest
    
    
    6,467,322
    
    
    
    4,005,695
    
    
    
    1,565,923
    
    
    
    38,102
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Principal
    
    
    6,000,000
    
    
    
    6,000,000
    
    
    
    6,000,000
    
    
    
    1,500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Debt Service
    
    
    12,487,322
    
    
    
    10,005,695
    
    
    
    7,565,923
    
    
    
    1,538,102
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Principal + Cash Sweep
    
    
    36,004,830
    
    
    
    29,768,357
    
    
    
    29,882,031
    
    
    
    3,694,782
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding from Original Balance
    
    
    63
    %
    
    
    34
    %
    
    
    4
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Construction/Term Loan Average Life
    
    2.0 Years
 WestLB AG
    
    Strictly Private and Confidential




---



##### 



1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    11
    
    
    2
    
    
    3
    
    
    4
    
    
    5
    
    
    6
    
    
    7
    
    
    8
    
    
    9
    
    
    10
    
    
    11
    
    
    12
    
    
    13
    
    
    14
    
    
    15FY2009
    
    
    FY2010
    
    
    FY2011
    
    
    FY2012
    
    
    FY2013
    
    
    FY2014
    
    
    FY2015
    
    
    FY2016
    
    
    FY2017
    
    
    FY2018
    
    
    FY2019
    
    
    FY2020
    
    
    FY2021
    
    
    FY2022
    
    
    FY2023Subordinated DebtAll-in Rate
    
    
    8.75
    %
    
    
    8.75
    %
    
    
    8.75
    %
    
    
    8.75
    %
    
    
    8.75
    %
    
    
    8.75
    %
    
    
    8.75
    %
    
    
    8.75
    %
    
    
    8.75
    %
    
    
    8.75
    %
    
    
    8.75
    %
    
    
    8.75
    %
    
    
    8.75
    %
    
    
    8.75
    %
    
    
    8.75
    %First Quarter:(Jan-Mar)Beginning Balance
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000Interest Expense
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750Mandatory Amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash SweepEnd Balance
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000Second Quarter:(Apr-Jun)Beginning Balance
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000Interest Expense
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750Mandatory Amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash SweepEnd Balance
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000Third Quarter:((Jul-Sep)Beginning Balance
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000Interest Expense
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750Mandatory Amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash SweepEnd Balance
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000Fourth Quarter:((Oct-Dec)Beginning Balance
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000
    
    
    $
    10,000,000Interest Expense
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750
    
    
    
    218,750Mandatory Amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash SweepEnd Balance
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000Total Interest
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000Total Principal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Debt Service
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000Outstanding from Original Balance
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 WestLB AG
    
    Strictly Private and Confidential




---



##### 



Southwest Georgia Ethanol, LLC  Financial Model
    
    Opco Debt
 
 1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    3
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    11
    
    
    2
    
    
    3
    
    
    4
    
    
    5
    
    
    6
    
    
    7
    
    
    8
    
    
    9
    
    
    10
    
    
    11
    
    
    12
    
    
    13
    
    
    14
    
    
    15FY 2009
    
    
    FY 2010
    
    
    FY 2011
    
    
    FY 2012
    
    
    FY 2013
    
    
    FY 2014
    
    
    FY 2015
    
    
    FY 2016
    
    
    FY2017
    
    
    FY2018
    
    
    FY 2019
    
    
    FY 2020
    
    
    FY 2021
    
    
    FY 2022
    
    
    FY 2023Working Capital Facility
    
    
    80.00
    %Libor (WestLB Trading Desk)
    
    
    
    
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %Drawn Spread
    
    
    
    
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    3.75
    %Total Drawn Rate
    
    
    
    
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %
    
    
    8.25
    %Commitment Fee
    
    
    
    
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %First Quarter: (Jan-Mar)Beginning Balance
    
    
    
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    1l,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000Drawn
    
    
    
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000Undrawn
    
    
    
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000Interest & Commitment Fee
    
    
    
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250Amount Repaid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending Balance
    
    
    
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,635,000
    
    
    
    11,835,000Second Quarter (April-June)Beginning Balance
    
    
    
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,S35,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    
    S    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000Drawn
    
    
    
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000Undrawn
    
    
    
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000Interest & Commitment Fee
    
    
    
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251, 250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250Amount Repaid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending Balance
    
    
    
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000Third Ouarter: (Jul/-Sep)Beginning Balance
    
    
    
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000Drawn
    
    
    
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000Undrawn
    
    
    
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000Interest & Commitment Fee
    
    
    
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250Amount Repaid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending Balance
    
    
    
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000Fourth Quarter: (Oct-Dec)Beginning Balance
    
    
    
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000
    
    
    $
    11,835,000Drawn
    
    
    
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000Undrawn
    
    
    
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000
    
    
    
    3,000,000Interest & Commitment Fee
    
    
    
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250
    
    
    
    251,250Amount Repaid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending Balance
    
    
    
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000Total WCSize Debt Service
    
    
    
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
 WestLB AG
    
    Strictly Private and Confidential




---



##### 



Southwest Georgia Ethanol, LLC  Financial Model
 
  1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    11
    
    
    2
    
    
    3
    
    
    4
    
    
    5
    
    
    6
    
    
    7
    
    
    8
    
    
    9
    
    
    10
    
    
    11
    
    
    12
    
    
    13
    
    
    14
    
    
    15FY 2009
    
    
    FY 2010
    
    
    FY2011
    
    
    FY2012
    
    
    FY2013
    
    
    FY2014
    
    
    FY2015
    
    
    FY2016
    
    
    FY2017
    
    
    FY2018
    
    
    FY2019
    
    
    FY2020
    
    
    FY2021
    
    
    FY2022
    
    
    FY2023Debt Service Reserve AccountPre-Conversion Funding (C/T Loan)  CT Loan
    
    $
    3,539,440Debt Service Reserve Account  CashFirst
Quarter: (Jan-Mar)Requirement
    
    $
    6,709,105
    
    
    $
    5,506,880
    
    
    $
    4,290,409
    
    
    $
    502,500
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Beginning Balance
    
    
    3,539,440
    
    
    
    5,812,349
    
    
    
    4,590,084
    
    
    
    2,040,602
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance
    
    
    3,169,664
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest Earned
    
    
    57,648
    
    
    
    63,671
    
    
    
    49,953
    
    
    
    14,305
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Contribution
    
    
    57,648
    
    
    
    369,139
    
    
    
    349,627
    
    
    
    1,552,407
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Withdrawal (Funding) DSRA
    
    
    (3,112,016
    )
    
    
    369,139
    
    
    
    349,627
    
    
    
    1,552,407
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending Balance
    
    
    6,709,105
    
    
    
    5,506,880
    
    
    
    4,290,409
    
    
    
    502,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Second
Quarter: (April-June)Requirement
    
    $
    6,413,441
    
    
    $
    5,198,346
    
    
    $
    3,980,839
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Beginning Balance
    
    
    6,709,105
    
    
    
    5,506,880
    
    
    
    4,290,409
    
    
    
    502,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest Earned
    
    
    73,814
    
    
    
    60,217
    
    
    
    46,526
    
    
    
    2,827
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Contribution
    
    
    369,478
    
    
    
    368,751
    
    
    
    356,096
    
    
    
    505,327
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Withdrawal (Funding) DSRA
    
    
    369,478
    
    
    
    368,751
    
    
    
    356,096
    
    
    
    505,327
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending Balance
    
    
    6,413,441
    
    
    
    5,198,346
    
    
    
    3,980,839
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third
Quarter: (July-Sep)Requirement
    
    $
    6,114,579
    
    
    $
    4,891,268
    
    
    $
    3,700,258
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Beginning Balance
    
    
    6,413,441
    
    
    
    5,198,346
    
    
    
    3,980,839
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest Earned
    
    
    70,470
    
    
    
    56,754
    
    
    
    43,206
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Contribution
    
    
    369,333
    
    
    
    363,833
    
    
    
    323,787
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Withdrawal (Funding) DSRA
    
    
    369,333
    
    
    
    363,833
    
    
    
    323,787
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending Balance
    
    
    6,114,579
    
    
    
    4,891,268
    
    
    
    3,700,258
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Fourth
Quarter: (Oct-Dec)Requirement
    
    $
    5,812,349
    
    
    $
    4,590,084
    
    
    $
    2,040,602
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Beginning Balance
    
    
    6,114,579
    
    
    
    4,891,268
    
    
    
    3,700,258
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest Earned
    
    
    67,089
    
    
    
    53,333
    
    
    
    32,292
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Contribution
    
    
    369,319
    
    
    
    354,517
    
    
    
    1,691,948
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Withdrawal (Funding) DSRA
    
    
    369,319
    
    
    
    354,517
    
    
    
    1,691,948
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending Balance
    
    
    5,812,349
    
    
    
    4,590,084
    
    
    
    2,040,602
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 WestLB AG Strictly Private and
Confidential




---



##### 



Southwest Georgia Ethanol, LLC  Financial Model
    
    OpCo Debt
 
 1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    1
    
    
    11
    
    
    2
    
    
    3
    
    
    4
    
    
    5
    
    
    6
    
    
    7
    
    
    8
    
    
    9
    
    
    10
    
    
    11
    
    
    12
    
    
    13
    
    
    14
    
    
    15FY
2009
    
    

FY
2010
    
    

FY
2011
    
    

FY
2012
    
    

FY
2013
    
    

FY
2014
    
    

FY
2015
    
    

FY
2016
    
    

FY
2017
    
    

FY
2018
    
    

FY
2019
    
    

FY
2020
    
    

FY
2021
    
    

FY
2022
    
    

FY
2023SUMMARYCash Available for Debt Service
    
    
    57,860,855
    
    
    
    57,966,169
    
    
    
    54,488,526
    
    
    
    45,379,160
    
    
    
    37,973,103
    
    
    
    41,944,895
    
    
    
    46,229,392
    
    
    
    46,595,323
    
    
    
    48,643,074
    
    
    
    53,281,867
    
    
    
    55,707,872
    
    
    
    58,183,773
    
    
    
    60,710,731
    
    
    
    63,289,936
    
    
    
    65,922,605Cash Available for Equity Distribution
    
    
    14,345,343
    
    
    
    20,672,329
    
    
    
    18,418,443
    
    
    
    38,304,378
    
    
    
    36,093,103
    
    
    
    40,064,895
    
    
    
    44,349,392
    
    
    
    44,715,323
    
    
    
    46,763,074
    
    
    
    51,401,867
    
    
    
    53,827,872
    
    
    
    56,303,773
    
    
    
    58,830,731
    
    
    
    61,409,936
    
    
    
    64,042,605Construction / Term LoanInterest
    
    
    6,487,322
    
    
    
    4,005,695
    
    
    
    1,565,923
    
    
    
    38,102
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mandatory Principal
    
    
    6,000,000
    
    
    
    6,000,000
    
    
    
    6,000,000
    
    
    
    1,500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash Sweep
    
    
    30,004,830
    
    
    
    23,768,357
    
    
    
    23,882,031
    
    
    
    2,194,782
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending Balance
    
    
    63,345,170
    
    
    
    33,576,813
    
    
    
    3,694,782
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Subordinted DebtInterest
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000
    
    
    
    875,000Mandatory Principal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash Sweep
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending Balance
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,000,000Working CapitalInterest &Commitment Fee
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000
    
    
    
    1,005,000Drawn
    
    
    48,000,000
    
    
    
    48,000,000
    
    
    
    48,000,000
    
    
    
    48,000,000
    
    
    
    48,000,000
    
    
    
    48,000,000
    
    
    
    48,000,000
    
    
    
    48,000,000
    
    
    
    48,000,000
    
    
    
    48,000,000
    
    
    
    48,000,000
    
    
    
    48,000,000
    
    
    
    48,000,000
    
    
    
    48,000,000
    
    
    
    48,000,000Undrawn
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000
    
    
    
    12,000,000Amount Repaid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending Balance
    
    
    ##########
    
    
    
    11,835,000,000
    
    
    
    11,835,000,000
    
    
    
    11,835,000,000
    
    
    
    ##########
    
    
    
    ##########
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000
    
    
    
    11,835,000Annual DSRA
Adjustment (Sr-Debt)Cash Available far Equity DistributionOpening Cash Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (+) CADS
    
    
    57,860,855
    
    
    
    57,966,169
    
    
    
    54,488,526
    
    
    
    45,379,160
    
    
    
    37,973,103
    
    
    
    41,944,895
    
    
    
    46,229,392
    
    
    
    46,595,323
    
    
    
    48,643,074
    
    
    
    53,281,867
    
    
    
    55,707,872
    
    
    
    58,183,773
    
    
    
    60,710,731
    
    
    
    63,289,936
    
    
    
    65,922,605() Interest Expense
    
    
    7,880,000
    
    
    
    7,880,000
    
    
    
    7,880,000
    
    
    
    3,380,000
    
    
    
    1,880,000
    
    
    
    1,880,000
    
    
    
    1,880,000
    
    
    
    1,880,000
    
    
    
    1,880,000
    
    
    
    1,880,000
    
    
    
    1,880,000
    
    
    
    1,880,000
    
    
    
    1,880,000
    
    
    
    1,880,000
    
    
    
    1,880,000() Principal Repayment
    
    
    6,000,000
    
    
    
    6,000,000
    
    
    
    6,000,000
    
    
    
    1,500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (+) Interest Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    () Cash Sweep
    
    
    30,004,830
    
    
    
    23,768,357
    
    
    
    23,882,031
    
    
    
    2,194,782
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    () DSRA Funding (Withdrawal)
    
    
    (369,319
    )
    
    
    (354,517
    )
    
    
    (1,691,948
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    () Fagen Early Completion Bonus() Equity Distributions
    
    
    14,345,343
    
    
    
    20,672,329
    
    
    
    18,418,443
    
    
    
    38,304,378
    
    
    
    36,093,103
    
    
    
    40,064,895
    
    
    
    44,349,392
    
    
    
    44,715,323
    
    
    
    46,763,074
    
    
    
    51,401,867
    
    
    
    53,837,872
    
    
    
    56,303,773
    
    
    
    58,830,731
    
    
    
    61,409,936
    
    
    
    64,042,605Ending Cash Balance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    NPV of Equity Distributions 10%
    
    $
    283,770,914
    
    
    $
    297,802,663
    
    
    $
    306,910,600
    
    
    $
    319,183,217
    
    
    $
    312,797,160
    
    
    $
    307,983,773
    
    
    $
    298,717,256
    
    
    $
    284,239,589
    
    
    $
    267,948,225
    
    
    $
    247,979,973
    
    
    $
    221,376,103
    
    
    $
    189,685,841
    
    
    $
    152,350,653
    
    
    $
    108,754,967
    
    
    $
    58,220,550ANNUAL CREDIT STATSTerm LoanSenior DSCR
4.63x 5.88x
    
    
    4.63x
    
    
    
    5.79x
    
    
    
    7.20x
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NMEBITDA/ Interest
    
    
    8.92x
    
    
    
    14.47x
    
    
    
    34.80x
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NMEnding Balance Debt / EBITDA
    
    
    1.09x
    
    
    
    0.58x
    
    
    
    0.07x
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NMEBITDA / Gallons
    
    $
    0.58
    
    
    $
    0.58
    
    
    $
    0,54
    
    
    $
    0.45
    
    
    $
    0.38
    
    
    $
    0.42
    
    
    $
    0.46
    
    
    $
    0.47
    
    
    $
    0.49
    
    
    $
    0.53
    
    
    $
    0.66
    
    
    $
    0.58
    
    
    $
    0.61
    
    
    $
    0.63
    
    
    $
    0.66LTV Analysis
    
    
    0.26x
    
    
    
    0.14x
    
    
    
    0.02x
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NM
    
    
    NMTerm Loan & Working CapitalSenior DSCR 4.29x 40.62x
    
    
    4.29x
    
    
    
    5.26x
    
    
    
    6.36x
    
    
    
    17.84x
    
    
    
    37.78x
    
    
    
    41.74x
    
    
    
    46.00x
    
    
    
    46.36x
    
    
    
    48.40x
    
    
    
    53.02x
    
    
    
    55.43x
    
    
    
    57.89x
    
    
    
    60.41x
    
    
    
    62.98x
    
    
    
    65.59xEBITDA/ Interest
    
    
    7.72x
    
    
    
    11.57x
    
    
    
    21.19x
    
    
    
    43.50x
    
    
    
    37.78x
    
    
    
    41.74x
    
    
    
    46.00x
    
    
    
    46.36x
    
    
    
    48.40x
    
    
    
    53.02x
    
    
    
    55.43x
    
    
    
    57.89x
    
    
    
    60.41x
    
    
    
    62.98x
    
    
    
    65.59xEnding Balance Deb / EBITDA
    
    
    205.64x
    
    
    
    204.75x
    
    
    
    217.27x
    
    
    
    260.80x
    
    
    
    311.67x
    
    
    
    282.16x
    
    
    
    0.26x
    
    
    
    0.26x
    
    
    
    0.24x
    
    
    
    0.22x
    
    
    
    0.21x
    
    
    
    0.20x
    
    
    
    0.19x
    
    
    
    0.19x
    
    
    
    0,18xLTV Analysis
    
    
    49.58x
    
    
    
    49.45x
    
    
    
    49.33x
    
    
    
    49.31x
    
    
    
    49.31x
    
    
    
    49.31x
    
    
    
    0.05x
    
    
    
    0.05x
    
    
    
    0.05x
    
    
    
    0.05x
    
    
    
    0.05x
    
    
    
    0.05x
    
    
    
    0.05x
    
    
    
    0.05x
    
    
    
    0,05xQtrly Taxes
    
    
    3,003,990
    
    
    
    3,978,047
    
    
    
    3,874,260
    
    
    
    3,116,106
    
    
    
    2,379,310
    
    
    
    2,776,489
    
    
    
    3,204,939
    
    
    
    3,241,532
    
    
    
    3,446,307
    
    
    
    3,910,187
    
    
    
    4,152,787
    
    
    
    1,400,377
    
    
    
    4,653,073
    
    
    
    4,910,994
    
    
    
    5,174,261On
 WestLB AG Strictly Private and
Confidential




---



##### 



Southwest Georgia Ethanol, LLC  Financial Model
    
    Summary
 Year Ended December 31st (1)
    
    
    
    
    
    2007
    
    
    2008 (2)
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014Kev AssumptionsDenatured Fuel Ethanol (MGPY)
    
    
    
    
    
    
    
    
    
    
    16.67
    
    
    
    100.00
    
    
    
    100.00
    
    
    
    100.00
    
    
    
    100.00
    
    
    
    100.00
    
    
    
    100.00Ethanol ($/gal)
    
    
    
    
    
    
    
    
    
    $
    2.09
    
    
    $
    2.06
    
    
    $
    2.07
    
    
    $
    2.06
    
    
    $
    2.00
    
    
    $
    1.93
    
    
    $
    2.00DDGS ($/ton)
    
    
    
    
    
    
    
    
    
    
    116.44
    
    
    
    113.07
    
    
    
    114.80
    
    
    
    118.56
    
    
    
    122.84
    
    
    
    123.94
    
    
    
    126.21WDGS ($/ton)
    
    
    
    
    
    
    
    
    
    
    47.44
    
    
    
    48.32
    
    
    
    51.39
    
    
    
    54.60
    
    
    
    56.51
    
    
    
    57.07
    
    
    
    58.14Co2 ($/ton)
    
    
    
    
    
    
    
    
    
    
    10.23
    
    
    
    10.47
    
    
    
    10.71
    
    
    
    10.95
    
    
    
    11.20
    
    
    
    11.46
    
    
    
    11.73Corn ($/bushel)
    
    
    
    
    
    
    
    
    
    
    3.31
    
    
    
    3.26
    
    
    
    3.31
    
    
    
    3.42
    
    
    
    3.54
    
    
    
    3.57
    
    
    
    3.64RevenuesEthanol
    
    
    
    
    
    
    
    
    
    $
    34,863
    
    
    $
    205,949
    
    
    $
    207,297
    
    
    $
    205,875
    
    
    $
    199,780
    
    
    $
    193,127
    
    
    $
    200.265DDGS
    
    
    
    
    
    
    
    
    
    
    5,511
    
    
    
    32,112
    
    
    
    32,604
    
    
    
    33,670
    
    
    
    34,885
    
    
    
    35,198
    
    
    
    35,8430
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Co2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    129
    
    
    
    536
    
    
    
    876
    
    
    
    896
    
    
    
    917
    
    
    
    938Drying
    
    
    
    
    
    
    
    
    
    
    150
    
    
    
    209
    
    
    
    214
    
    
    
    219
    
    
    
    224
    
    
    
    229
    
    
    
    235Total Operating Revenues
    
    
    
    
    
    
    
    
    
    
    40,524
    
    
    
    238,400
    
    
    
    240,651
    
    
    
    240,641
    
    
    
    235,786
    
    
    
    229,471
    
    
    
    237,281Cost of Goods SoldCorn
    
    
    
    
    
    
    
    
    
    $
    19,720
    
    
    $
    116,441
    
    
    $
    118,226
    
    
    $
    122,004
    
    
    $
    126,333
    
    
    $
    127,499
    
    
    $
    129,928Chemicals and Enzymes
    
    
    
    
    
    
    
    
    
    
    1,023
    
    
    
    6,279
    
    
    
    6,424
    
    
    
    6,571
    
    
    
    6,722
    
    
    
    6,877
    
    
    
    7,035Denaturant
    
    
    
    
    
    
    
    
    
    
    1,502
    
    
    
    9,220
    
    
    
    9,432
    
    
    
    9,649
    
    
    
    9,871
    
    
    
    10,098
    
    
    
    10,330Electricity
    
    
    
    
    
    
    
    
    
    
    1,194
    
    
    
    7,326
    
    
    
    7,494
    
    
    
    7,667
    
    
    
    7,843
    
    
    
    8,023
    
    
    
    8,208Natural Gas
    
    
    
    
    
    
    
    
    
    
    5,145
    
    
    
    30,668
    
    
    
    30,464
    
    
    
    29,580
    
    
    
    28,832
    
    
    
    27,982
    
    
    
    28,628Variable operating expenses
    
    
    
    
    
    
    
    
    
    
    28,584
    
    
    
    169,934
    
    
    
    172,040
    
    
    
    175,471
    
    
    
    179,602
    
    
    
    180,479
    
    
    
    184,129Operating ExpensesFixed operating expenses
    
    
    
    
    
    
    
    
    
    $
    1,396
    
    
    $
    8,470
    
    
    $
    8,625
    
    
    $
    8,784
    
    
    $
    8,946
    
    
    $
    9,112
    
    
    $
    9,282Gen & Administrative ExpensesCorporate Overhead
    
    
    
    
    
    
    
    
    
    
    656
    
    
    
    4,030
    
    
    
    4,108
    
    
    
    4,187
    
    
    
    4,269
    
    
    
    4,352
    
    
    
    4,437EBITDA
    
    
    
    
    
    
    
    
    
    $
    10,178
    
    
    $
    57,861
    
    
    $
    57,966
    
    
    $
    54,489
    
    
    $
    45,379
    
    
    $
    37,973
    
    
    $
    41,945Construction / Term Loan Interest
    
    
    
    
    
    
    
    
    
    $
    1,345
    
    
    $
    6,487
    
    
    $
    4,006
    
    
    $
    1,566
    
    
    
    38
    
    
    
    
    
    
    
    Mandatory Principal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,000
    
    
    
    6,000
    
    
    
    6,000
    
    
    
    1,500
    
    
    
    
    
    
    
    Cash Sweep
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,005
    
    
    
    23,768
    
    
    
    23,882
    
    
    
    2,195
    
    
    
    
    
    
    
    Ending Balance
    
    
    
    
    
    
    30,927
    
    
    
    99,350
    
    
    
    63,345
    
    
    
    33,577
    
    
    
    3,695
    
    
    
    
    
    
    
    
    
    
    
    
 C / T Loan Credit Metrics
    
    Min
    
    
    AverageDSCR
    
    
    4.63
    x
    
    
    5.88
    x
    
    
    4.63
    x
    
    
    5.79
    x
    
    
    7.20
    x
    
    NM
    
    
    NM
    
    
    NMEBITDA / Interest
    
    
    8.92
    x
    
    
    19.40
    x
    
    
    8.92
    x
    
    
    14.47
    x
    
    
    34.80
    x
    
    NM
    
    
    NM
    
    
    NMEBITDA / Gallon
    
    $
    0.38
    
    
    $
    0.51
    
    
    $
    0.58
    
    
    $
    0.58
    
    
    $
    0.54
    
    
    $
    0.45
    
    
    $
    0.38
    
    
    $
    0.42Ending Balance Debt / EBITDA
    
    
    1.09
    x
    
    
    0.58
    x
    
    
    1.09
    x
    
    
    0.58
    x
    
    
    0.07
    x
    
    NM
    
    
    NM
    
    
    NMDebt / Gallon
    
    
    0.63
    x
    
    
    0.34
    x
    
    $
    0.63
    
    
    $
    0.34
    
    
    $
    0.04
    
    
    NM
    
    
    NM
    
    
    NMLoan-To-Value (3)
    
    
    0.26
    x
    
    
    0.14
    x
    
    
    0.26
    x
    
    
    0.14
    x
    
    
    0.02
    x
    
    NM
    
    
    NM
    
    
    NM
 (1)
    
    All key assumptions provided by Lenders Independent
Consultants and all numbers are in
nominal terms(2)
    
    Ethanol facility comes online in 4Q2008 and cash flow is
trapped at the Project level until
conversion(3)
    
    Relative to Verasuns $725 million acquisition
of ASAlliances (300 MGPY) closed on August
20, 2007 that was valued at approximately $2.4 per gallon




---



##### 



Southwest Georgia Ethanol, LLC
 Financial Model
    
    Taxes
 First United Eltanol, LLC
    
    
    
    
    
    3
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12
    
    
    12WestLB Model
    
    
    
    
    
    1
    
    
    2
    
    
    3
    
    
    4
    
    
    5
    
    
    6
    
    
    7
    
    
    8
    
    
    9
    
    
    10
    
    
    11
    
    
    12
    
    
    13
    
    
    14
    
    
    15
    
    
    16Tax
Calculation
    
    
    
    
    

FY 2008
    
    

FY 2009
    
    

FY 2010
    
    

FY 2011
    
    

FY 2012
    
    

FY 2013
    
    

FY 2014
    
    

FY 2015
    
    

FY 2016
    
    

FY 2017
    
    

FY 2018
    
    

FY 2019
    
    

FY
2020
    
    

FY 2021
    
    

FY 2022
    
    

FY
2023EBITDA
    
    
    
    
    
    
    10,178,127
    
    
    
    57,860,855
    
    
    
    57,966,169
    
    
    
    54,488,526
    
    
    
    45,379,160
    
    
    
    37,973,103
    
    
    
    41,944,895
    
    
    
    46,229,392
    
    
    
    46,595,323
    
    
    
    48,643,074
    
    
    
    53,281,867
    
    
    
    55,707,872
    
    
    
    58,183,773
    
    
    
    60,710,731
    
    
    
    63,289,936
    
    
    
    65,922,605Interest
    
    
    
    
    
    
    1,656
    
    
    
    8,367,322
    
    
    
    5,885,695
    
    
    
    3,445,923
    
    
    
    1,918,102
    
    
    
    1,880,000
    
    
    
    1,880,000
    
    
    
    1,880,000
    
    
    
    1,880,000
    
    
    
    1,880,000
    
    
    
    1,880,000
    
    
    
    1,880,000
    
    
    
    1,880,000
    
    
    
    1,880,000
    
    
    
    1,880,000
    
    
    
    1,880,000Depreciation
    
    
    
    
    
    
    2,200,000
    
    
    
    8,500,000
    
    
    
    8,500,000
    
    
    
    8,500,000
    
    
    
    8,500,000
    
    
    
    8,500,000
    
    
    
    8,500,000
    
    
    
    8,500,000
    
    
    
    8,500,000
    
    
    
    8,500,000
    
    
    
    8,500,000
    
    
    
    8,500,000
    
    
    
    8,500,000
    
    
    
    8,500,000
    
    
    
    8,500,000
    
    
    
    8,500,000Amortization
    
    
    
    
    
    
    900,000
    
    
    
    3,800,000
    
    
    
    3,800,000
    
    
    
    3,800,000
    
    
    
    3,800,000
    
    
    
    3,800,000
    
    
    
    3,800,000
    
    
    
    3,800,000
    
    
    
    3,800,000
    
    
    
    3,800,000
    
    
    
    3,800,000
    
    
    
    3,800,000
    
    
    
    8,500,000
    
    
    
    3,800,000
    
    
    
    3,800,000
    
    
    
    3,800,000Pretax Income
    
    
    
    
    
    $
    7,076,471
    
    
    $
    37,193,532
    
    
    $
    39,780,474
    
    
    $
    38,742,603
    
    
    $
    31,161,058
    
    
    $
    23,793,103
    
    
    $
    27,764,895
    
    
    $
    32,049,392
    
    
    $
    32,415,323
    
    
    $
    34,463,074
    
    
    $
    39,101,867
    
    
    $
    41,527,872
    
    
    $
    44,003,773
    
    
    $
    46,530,731
    
    
    $
    49,109,936
    
    
    $
    51,742,605Other Income
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Net Income
    
    
    
    
    
    $
    7,076,471
    
    
    $
    37,193,532
    
    
    $
    39,780,474
    
    
    $
    38,742,603
    
    
    $
    31,161,058
    
    
    $
    23,793,103
    
    
    $
    27,754,895
    
    
    $
    32,049,392
    
    
    $
    32,415,323
    
    
    $
    34,463,074
    
    
    $
    39,101,867
    
    
    $
    41,527,872
    
    
    $
    44,003,773
    
    
    $
    46,530,731
    
    
    $
    49,109,936
    
    
    $
    51,742,605Loss Carried Forward from Contraction
    
    
    
    
    
    
    14,230,099
    
    
    
    7,153,628
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Taxes @
    
    
    40
    %
    
    
    
    
    
    
    12,015,962
    
    
    
    15,912,190
    
    
    
    15,497,041
    
    
    
    12,464,423
    
    
    
    9,517,241
    
    
    
    11,105,958
    
    
    
    12,819,757
    
    
    
    12,966,129
    
    
    
    13,785,230
    
    
    
    15,640,747
    
    
    
    16,611,149
    
    
    
    17,601,509
    
    
    
    18,612,292
    
    
    
    19,643,974
    
    
    
    20,697,042Net Income After Taxes
    
    
    
    
    
    
    7,076,470.90
    
    
    
    25,177,570.51
    
    
    
    23,868,284.33
    
    
    
    23,425,562.09
    
    
    
    18,696,634.54
    
    
    
    14,275,861.80
    
    
    
    16,658,936.94
    
    
    
    19,229,635.42
    
    
    
    19,449,193.94
    
    
    
    20,677,844.54
    
    
    
    23,461,120.05
    
    
    
    24,916,723.28
    
    
    
    26,402,263.63
    
    
    
    27,918,438.47
    
    
    
    29,465,961.59
    
    
    
    31,045,563.08
 WestLB AG
    
    Strictly Private and Confidential




---



##### 



to Senior Credit Agreement
 [FORM OF]  OPERATING STATEMENT
 WestLB AG, New York Branch1211 Avenue of the AmericasNew York, NY 10036Attention:
    
    Andrea BaileyTelephone:
    
    (212) 597-1158Facsimile:
    
    (212) 302-7946E-mail:
    
    NYC_Agency_Services@WestLB.com
 [  ]
 Senior Credit Agreement Borrower
  Operating
Statements
  [ ], [_____]
   L-1




---



##### 



[if this certification cannot be made, Borrower to provide detailed
explanation]
   L-2




---



##### 



A. PRODUCTION AND SALES OF ETHANOL, DISTILLERS GRAINS AND OTHER PRODUCTS
 Year-to-DateMonth 1 of Most
    
    
    Month 2 of Most
    
    
    Month 3 of Most
    
    
    [Note: only forMost Recent
    
    
    Recent Fiscal
    
    
    Recent Fiscal
    
    
    Recent Fiscal
    
    
    year-endFiscal Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    statements]Actual
    
    
    Budget
    
    
    Actual
    
    
    Budget
    
    
    Actual
    
    
    Budget
    
    
    Actual
    
    
    Budget
    
    
    Actual
    
    
    Budget
    
    
    VarianceETHANOL PRODUCEDDISTILLERS GRAINS
PRODUCEDOTHER PRODUCTS
PRODUCEDETHANOL SOLD
PURSUANT TO ETHANOL
AGREEMENTDISTILLERS GRAINS
SOLD PURSUANT TO DG
MARKETING AGREEMENTOTHER SALES OF
ETHANOL1OTHER SALES OF
DISTILLERS
GRAINS2SALES OF OTHER
PRODUCTS3
 
 1
    
    Borrower to provide explanation of such sales and
identification of purchaser(s) with respect thereto.2
    
    Borrower to provide explanation of such sales and
identification of purchaser(s) with respect thereto.3
    
    Borrower to provide explanation of such sales and
identification of purchaser(s) with respect thereto.  L-3




---



##### 



B. ACTUAL TO BUDGETED OPERATING EXPENSES 4
 Year-to-DateMonth 1 of Most
    
    
    Month 2 of Most
    
    
    Month 3 of Most
    
    
    [Note: only forMost Recent Fiscal
    
    
    Recent Fiscal
    
    
    Recent Fiscal
    
    
    Recent Fiscal
    
    
    year-endQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    statements]Actual
    
    
    Budget
    
    
    Actual
    
    
    Budget
    
    
    Actual
    
    
    Budget
    
    
    Actual
    
    
    Budget
    
    
    Actual
    
    
    Budget
    
    
    VarianceOPERATION AND MAINTENANCE
EXPENSES FOR THE PROJECTExpenses of administering,
managing and operating the
ProjectExpenses for maintaining the
Project in good repair and
operating conditionCosts associated with supply
and transportation of all
supplies and raw materials to
the ProjectCosts associated with
distribution and sale of
ethanol for the ProjectInsurance Costs [(other than
insurance premiums that are
paid as Project Costs)]
 
 4
    
    The categories set forth in this chart are by way of
example only, and will be updated or revised when this Operating Statement is
delivered from time to time to conform to the then-effective Operating Budget.  L-4




---



##### 



B. ACTUAL TO BUDGETED OPERATING EXPENSES 4
 Year-to-DateMonth 1 of Most
    
    
    Month 2 of Most
    
    
    Month 3 of Most
    
    
    [Note: only forMost Recent Fiscal
    
    
    Recent Fiscal
    
    
    Recent Fiscal
    
    
    Recent Fiscal
    
    
    year-endQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    statements]Actual
    
    
    Budget
    
    
    Actual
    
    
    Budget
    
    
    Actual
    
    
    Budget
    
    
    Actual
    
    
    Budget
    
    
    Actual
    
    
    Budget
    
    
    VarianceProperty, sales and franchise
taxes (other than taxes
imposed on or measured by
income or receipts) or
payment in lieu of such taxes
with respect to the ProjectCosts and fees regarding
Necessary Project Approvals
incurred on or after the
Closing Date for ProjectLegal, accounting and other
professional fees attendant
to any of the foregoing itemsCosts incurred pursuant to
Interest Rate Protection
Agreements and Commodity Risk
Management PlanOther costs and expenses
included in the Operating
BudgetMAINTENANCE CAPITAL EXPENSESREVENUETotal RevenueCOST OF GOODS SOLDInputsTotal [     ] CostTotal Other Inputs
  L-5




---



##### 



B. ACTUAL TO BUDGETED OPERATING EXPENSES 4
 Year-to-DateMonth 1 of Most
    
    
    Month 2 of Most
    
    
    Month 3 of Most
    
    
    [Note: only forMost Recent Fiscal
    
    
    Recent Fiscal
    
    
    Recent Fiscal
    
    
    Recent Fiscal
    
    
    year-endQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    statements]Actual
    
    
    Budget
    
    
    Actual
    
    
    Budget
    
    
    Actual
    
    
    Budget
    
    
    Actual
    
    
    Budget
    
    
    Actual
    
    
    Budget
    
    
    VarianceChange in InventoryTotal InputsLaborProcess/Tech LaborMaintenance LaborTotal LaborOther Project OverheadMaintenance Parts and
SuppliesSafety SuppliesOther Operating SuppliesContract LaborPlant Management and
Administration LaborOffice SuppliesCommunication ExpenseTravelTraining & OtherFuelRental EquipmentEnvironmental TestingPlant Level ConsultantsTotal Other Project OverheadTotal Cost of Goods SoldSales ExpensesMarketing Fees (Including
Discounts)
  L-6




---



##### 



B. ACTUAL TO BUDGETED OPERATING EXPENSES 4
 Year-to-DateMonth 1 of Most
    
    
    Month 2 of Most
    
    
    Month 3 of Most
    
    
    [Note: only forMost Recent Fiscal
    
    
    Recent Fiscal
    
    
    Recent Fiscal
    
    
    Recent Fiscal
    
    
    year-endQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    statements]Actual
    
    
    Budget
    
    
    Actual
    
    
    Budget
    
    
    Actual
    
    
    Budget
    
    
    Actual
    
    
    Budget
    
    
    Actual
    
    
    Budget
    
    
    VarianceCost of Goods SoldTotal Sales ExpensesSG&ACorporate SalariesCorporate (Plant Level) -
SalariesCorporate ExpensePlant Mgmt Expense (PECA)Mgmt FeesProp TaxesTotal SG&AInterest and DepreciationInterest ExpenseDepreciation & Amortization
  L-7




---



##### 



SOUTHWEST GEORGIA ETHANOL, LLC,
as BorrowerBy:Name:Title:
  L-8




---



##### 



to Senior Credit Agreement
 FORM OF BLOCKED ACCOUNT AGREEMENT
 
 BLOCKED ACCOUNT AGREEMENT
 by and among
 WESTLB AG, NEW YORK BRANCH
as Collateral Agent,
 SOUTHWEST GEORGIA ETHANOL, LLC,
as Debtor
 and
 [  ],
as Bank
 Dated as of [
 _____ 

], 2007




---



##### 



BLOCKED ACCOUNT AGREEMENT
 Agreement  Collateral Agent Debtor   Bank
 RECITALS
 Senior Credit Agreement
  Bond Indenture Mitchell
County Bond
Trustee Bonds
 Subordinated Debt FUEL Subordinated Loan Agreement
 Account




---



##### 



DEFINITIONS
 UCC provided however UCC
 GRANT OF SECURITY INTEREST
 First-Priority Security Interest of Collateral Agent Security Agreement Blocked Account Collateral
 Second-Priority Security Interest of Bond Trustee  Subordinate Security Agreement
  2




---



##### 



Bank Acknowledgement of Security Interests
 Control by Collateral Agent
 APPOINTMENT AND ACCEPTANCE OF BANK
  THE ACCOUNT AND THE BANK
 Treatment of Account
   3




---



##### 



4




---



##### 



Instructions of Debtor
 Instructions of Collateral Agent
 Notice of Block
  Subordination of Lien; Waiver of Set-Off; Account Shortfalls
   5




---



##### 



Notice of Adverse Claims
 Representations, Warranties and Covenants of the Bank
     6




---



##### 



Indemnification
   Reliance by Bank
 Statements
 Resignation of Bank
 MISCELLANEOUS
 Entire Agreement; Conflict.
  7




---



##### 



Successors; Assignment provided
 Amendments
 No Waiver; Remedies
 Termination
   8




---



##### 



Severability
 Notices
  
  
  9




---



##### 



Choice of Law provided
 Third Party Beneficiaries
 Counterparts
 [ ]
  10




---



##### 



WESTLB AG, NEW YORK BRANCH,
as Collateral AgentBy:Name:Title:By:Name:Title:SOUTHWEST GEORGIA ETHANOL, LLC,
as DebtorBy:Name:Title:[],
as BankBy:Name:Title:
  11




---



##### 



to Blocked Accounts Agreement
 Form of Notice of Block
  Date:To:
    
    [BANK][ADDRESS]Attention: []RE:
    
    Account No. []
 Agreement Collateral Agent Debtor  Account
 WESTLB AG, NEW YORK BRANCH,
as Collateral AgentBy:Name:Title:By:Name:Title:




---



##### 



to Senior Credit Agreement
 [FORM OF]  BORROWING BASE CERTIFICATE
 [ ]
 
 Senior Credit Agreement Borrower
   ACCOUNTS:1. All Eligible Accounts
    
    $2. Less: ineligible accountsa) reserves
    
    $b) maximum discounts
    
    $
  N-1




---



##### 



c) credits
    
    $d) allowances
    
    $3. Total ineligible accounts (sum of line 2a through 2d)
    
    $4. Total Eligible Accounts (line 1 - line 3)
    
    $INVENTORY:5. Value of no more than 60 days of Eligible Inventory
    
    $6. Less: ineligible inventorya) reserves
    
    $b) maximum discounts
    
    $c) credits
    
    $d) allowances
    
    $7. Total ineligible inventory (sum of line 6a through 6d)
    
    $8. Total Eligible Inventory (line 5 - line 7)
    
    $TOTAL BORROWING BASE:80% x (line 4 + line 8)
    
    $
   SOUTHWEST GEORGIA ETHANOL, LLC,
as BorrowerBy:Name:Title:  N-2




---



##### 



to Senior Credit Agreement
 [FORM OF]  INTEREST PERIOD NOTICE
 
   Borrower Credit Agreement
 [ ][ ][ ]
 [ ][[,] [ ] [ ] Schedule 1
  O-1




---



##### 



[ Schedule 1 ][ ][ Schedule 1 ]
  [ ][ ][ ] Schedule
 [ ]
  O-2




---



##### 



SOUTHWEST GEORGIA ETHANOL, LLCBy:Name:Title:
  O-3




---



##### 



to Interest Period Notice
 LOAN
    
    
    
    
    
    
    
    DURATION OF(specify loan
    
    
    
    CURRENT
    
    CURRENT
    
    IMMEDIATELYtype, including
    
    
    
    INTEREST
    
    INTEREST
    
    SUCCEEDINGwhether loan is
    
    
    
    PERIOD
    
    PERIOD OR
    
    INTERESTBase Rate Loan
    
    
    
    DURATION
    
    QUARTERLY
    
    PERIOD1or Eurodollar
    
    PRINCIPAL
    
    (for Eurodollar
    
    PERIOD ENDS
    
    (for EurodollarLoan)
    
    AMOUNT
    
    Loans only)
    
    ON
    
    Loans only)$$
 
 1
    
    At the Borrowers election, the duration of such
Interest Period shall be either one (1), two (2), three (3) or six (6) months.  O-4




---



##### 



to Credit Agreement
 [FORM OF]  DEBT SERVICE LC WAIVER LETTER
 [ ]
 [ ]
  Letter of Credit [ ] Issuing Bank  Account Party [  ] [  ] [ ] Reimbursement Agreement[s]
 [ ] Credit Agreement Borrower Collateral Agent
 [ ] NYUCC
  P-1




---



##### 



Waiver Letter
 [ ]
    Very truly yours,[]By:Name:Title:  P-2




---



##### 



[ ]
 By:Name:Title:
 [ ]
  P-3




---



##### 



Debt Service LC Waiver Letter
 REIMBURSEMENT AGREEMENT[S]




---



##### 



to Senior Credit Agreement
 [FORM OF]  INDEPENDENT ENGINEERS FINAL COMPLETION CERTIFICATE
 [ ]
 
   Senior Credit
Agreement Borrower
  [ Date ] [ Date ].
  Q-1-1




---



##### 



[ ]
  Q-1-2




---



##### 



Harris Group Inc.,
as Independent EngineerBy:Name:Title:  Q-1-3




---



##### 



to Senior Credit Agreement
 [FORM OF]  BORROWERS FINAL COMPLETION CERTIFICATE
 [ ]
 
   Senior Credit
Agreement Borrower
     Q-2-1




---



##### 



[ ]
  Q-2-2




---



##### 



SOUTHWEST GEORGIA ETHANOL, LLC,
as BorrowerBy:Name:Title:  Q-2-3




---



##### 



to Senior Credit Agreement
 [FORM OF]  LENDER ASSIGNMENT AGREEMENT
 Agreement [  ]  Assignor [  ] Assignee
 RECITALS
 Senior Credit Agreement Borrower
  [ ][ ][ ]
 [ ] [ ] Assigned Interest
   R-1




---



##### 



Definitions
 Assignment
 Effective Date Assigned Rights
  Payments [  ] [  ]
  R-2




---



##### 



Representations, Warranties and Undertakings
    R-3




---



##### 



Effectiveness
  [ ] [ ]
 [ ]
     R-4




---



##### 



Costs and Expenses Indemnification by the Borrower
 Governing Law
 Counterparts
 Further Assurances
 Binding Effect; Amendment
 Administrative Agent Enforcement
 [ ]
  R-5




---



##### 



[ [ ]] [  [  ] Trade
Date ]
 [ASSIGNOR]By:Name:Title:[ASSIGNEE]By:Name:Title: Accepted and Acknowledgedthis
 _____ 

day of , 20
 _____WESTLB AG, NEW YORK BRANCH, 
as Administrative AgentBy:Name:Title:By:Name:Title:
  R-6




---



##### 



to Lender Assignment Agreement
 [Note: Include only those Loans that Assignor has an interest in.]
 Assignors
    
    
    
    
    
    
    Percentage
    
    
    Assignors
    
    
    
    
    
    
    AssigneesUndisbursed
    
    
    Assignors
    
    
    (of
    
    
    Undisbursed
    
    
    Assignors
    
    
    Undisbursed
    
    
    AssigneesCommitment
    
    
    Outstanding
    
    
    Assignors
    
    
    Commitment
    
    
    Outstanding
    
    
    Commitment
    
    
    OutstandingPre-
    
    
    Loans Pre-
    
    
    interests)
    
    
    Post-
    
    
    Loans Post-
    
    
    Post-
    
    
    Loans Post-Loan
    
    Assignment
    
    
    Assignment
    
    
    Assigned
    
    
    Assignment
    
    
    Assignment
    
    
    Assignment*
    
    
    Assignment*Construction Loans
    
    $
    
    
    
    $
    
    
    
    
    %
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $Working Capital
    
    $
    
    
    
    $
    
    
    
    
    %
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $LoansTerm Loans
    
    $
    
    
    
    $
    
    
    
    
    %
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
 
 *
    
    If Assignee is already a Lender, this number should be
calculated taking into account only the Commitments and Loans assumed by
Assignee pursuant to this Agreement.