Filed by Bowne Pure Compliance



 




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




 




 


 









 





TABLE OF CONTENTS




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






 


ii 









 





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






 


iii 









 





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






 


iv 









 





	 	 	 	 	 
	 	 	 	Page	 
	 
	Section 10.09 Interest Rate Limitation
	 	 	111	 
	Section 10.10 No Waiver; Cumulative Remedies
	 	 	112	 
	Section 10.11 Notices and Other Communications
	 	 	112	 
	Section 10.12 Patriot Act Notice
	 	 	115	 
	Section 10.13 Payments Set Aside
	 	 	115	 
	Section 10.14 Non-Recourse
	 	 	116	 
	Section 10.15 Right of Setoff
	 	 	116	 
	Section 10.16 Severability
	 	 	116	 
	Section 10.17 Survival
	 	 	117	 
	Section 10.18 Treatment of Certain Information; Confidentiality
	 	 	117	 
	Section 10.19 Waiver of Consequential Damages, Etc
	 	 	118	 
	Section 10.20 Waiver of Litigation Payments
	 	 	 	 






SCHEDULES




	 	 	 
	Schedule 2.01
	 	Commitments
	Schedule 5.03
	 	Necessary Project Approvals
	Part A
	 	First Funding Project Approvals
	Part B
	 	Deferred Approvals
	Schedule 5.11
	 	Existing Contracts
	Part A
	 	Necessary Project Contracts
	Part B
	 	Deferred Contracts
	Schedule 5.12(c)
	 	Security Filings
	Schedule 5.13
	 	Site Description
	Schedule 5.14
	 	Tax Returns Not Filed or Taxes Not Paid
	Schedule 5.19
	 	Exceptions to Environmental Warranties
	Schedule 5.24
	 	Required LLC Provisions
	Schedule 5.29
	 	Finder’s, Advisory, Broker’s or Investment Banking Fees
	Schedule 6.01(v)
	 	Construction Budget
	Schedule 6.02(a)(v)
	 	Drawdown Schedule
	Schedule 7.01(h)
	 	Insurance
	Schedule 10.11(a)
	 	Notice Information






EXHIBITS




	 	 	 
	Exhibit A
	 	Defined Terms
	Exhibit B
	 	Form of Construction Notes
	Exhibit C
	 	Form of Term Notes
	Exhibit D
	 	Form of Working Capital Notes
	Exhibit E
	 	Form of Construction Loan Funding Notice
	Exhibit F
	 	Form of Conversion Date Funding Notice
	Exhibit G
	 	Form of Working Capital Loan Funding Notice






 


v 









 





	 	 	 
	Exhibit H
	 	Lender Statement—Section 881(c)(3)(A) of the Code
	Exhibit I
	 	Form of Insurance Consultant’s Certificate
	Exhibit J-1
	 	Form of Independent Engineer’s Closing Certificate
	Exhibit J-2
	 	Form of Independent Engineer’s Certificate
	Exhibit K
	 	Financial Model
	Exhibit L
	 	Form of Operating Statement
	Exhibit M
	 	Form of Blocked Account Agreement
	Exhibit N
	 	Form of Borrowing Base Certificate
	Exhibit O
	 	Form of Interest Period Notice
	Exhibit P
	 	Form of Debt Service LC Waiver Letter
	Exhibit Q-1
	 	Form of Final Completion Certificate by Independent Engineer
	Exhibit Q-2
	 	Form of Final Completion Certificate by Borrower
	Exhibit R
	 	Form of Lender Assignment Agreement






 


vi 









 





This SENIOR CREDIT AGREEMENT (this “Agreement”), dated as of November 20, 2007, is by
and among SOUTHWEST GEORGIA ETHANOL, LLC, a Georgia limited liability company (“Borrower”),
each of the Lenders from time to time party hereto, 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.



RECITALS




WHEREAS, the Borrower has requested that the Lenders establish a credit facility the proceeds
of which are to be used to finance the ownership, development, engineering, construction, testing
and operation of an ethanol plant to be located in Camilla, Georgia, which is designed to produce
approximately one hundred (100) million gallons-per-year of denatured ethanol, together with
distillers grains and carbon dioxide, fund certain reserves and pay interest during construction
and certain fees and expenses associated with this Agreement and the Loans, in each case as further
described herein; and



WHEREAS, the Lenders are willing to make such credit facility available to the Borrower upon
and subject to the terms and conditions hereinafter set forth;



NOW, THEREFORE, the parties hereto agree as follows:



ARTICLE I




DEFINITIONS AND INTERPRETATION




Section 1.01 Defined Terms. Capitalized terms used in this Agreement, including its
preamble and recitals, shall, except as otherwise defined herein have the meanings provided in
Exhibit A.



Section 1.02 Principles of Interpretation. (a) Unless otherwise defined, terms for
which meanings are provided in this Agreement shall have the same meanings when used in each other
Financing Document and each other notice or other communication delivered from time to time in
connection with any Financing Document.



(b) Any reference in this Agreement to any Transaction Document shall mean such Transaction
Document and all schedules, exhibits and attachments thereto.



 


 









 




 (c) All agreements, contracts or documents defined or referred to herein shall mean such
agreements, contracts or documents as the same may from time to time be
supplemented, amended or replaced or the terms thereof waived or modified to the extent
permitted by, and in accordance with, the terms thereof and this Agreement, and shall disregard any
supplement, amendment, replacement, waiver or modification made in violation of this Agreement.



(d) Any reference in any Financing Document relating to a Default or an Event of Default that
has occurred and is continuing (or words of similar effect) shall be understood to mean that such
Default or Event of Default, as the case may be, has not been cured or remedied to the satisfaction
of, or has not been waived by, the Required Lenders.



(e) The
term “knowledge” in relation to the Borrower, and any other similar expression, shall
mean knowledge, after due inquiry, of the chief executive officer, chief financial officer, general
manager, production manager, controller, plant manager, commodity specialist or any other
Authorized Officer of the Borrower.



(f) Defined terms in this Agreement shall include in the singular number the plural and in the
plural number the singular.



(g) The words “herein,” “hereof” and “hereunder” and words of similar import when used in this
Agreement shall, unless otherwise expressly specified, refer to this Agreement as a whole and not
to any particular provision of this Agreement and all references to Articles, Sections, Exhibits
and Schedules shall be references to Articles, Sections, Exhibits and Schedules of this Agreement,
unless otherwise specified.




(h) The words “include,” “includes” and “including” are not limiting.



(i) Any reference to any Person shall include its permitted successors and permitted assigns
in the capacity indicated, and in the case of any Governmental Authority, any Person succeeding to
its functions and capacities.



Section 1.03 UCC Terms. Unless otherwise defined herein, terms used herein that are
defined in the UCC shall have the respective meanings given to those terms in the UCC.



Section 1.04 Accounting and Financial Determinations. Unless otherwise specified, all
accounting terms used in any Financing Document shall be interpreted, all accounting determinations
and computations hereunder or thereunder shall be made, and all financial statements required to be
delivered hereunder or thereunder shall be prepared, in accordance with GAAP.


 


2









 





ARTICLE II




COMMITMENTS AND FUNDING




On the terms, subject to the conditions and relying upon the representations and warranties
herein set forth:



Section 2.01 Construction Loans. (a) Each Construction/Term Lender agrees, severally
and not jointly, on the terms and conditions of this Agreement, to make loans (each such loan, a
“Construction Loan”) to the Borrower for Project Costs, from time to time but not more
frequently than two (2) times each calendar month and eighteen (18) times each calendar year
(except in each case for Loans made on the Conversion Date), until the Construction Loan Maturity
Date in an aggregate principal amount not in excess of the Construction Loan Commitment of such
Construction/Term Lender; provided, that the aggregate principal amount of the Construction
Loans shall not exceed the Aggregate Construction Loan Commitment.



(b) Proceeds of each Construction Loan shall be deposited into the Construction Account
(except to the extent applied directly to the payment of Debt Service or other Obligations),
applied solely in accordance with this Agreement and the Accounts Agreement and used solely for the
payment of Project Costs.



(c) Construction Loans repaid or prepaid may not be reborrowed.



Section 2.02 Term Loans. (a) Each Construction/Term Lender agrees, severally and not
jointly, on the terms and conditions of this Agreement, to make loans (each such loan, a “Term
Loan”) to the Borrower for the repayment of the Construction Loans, on the Conversion Date, in
an aggregate principal amount not in excess of such Construction/Term Lender’s Term Loan
Commitment; provided, however, that the aggregate principal amount of the Term
Loans shall not exceed the Aggregate Term Loan Commitment or the aggregate outstanding Construction
Loans (including each Construction Loan made on the Conversion Date).



(b) Proceeds of the Term Loans shall be used solely for the payment of amounts due in respect
of the Construction Loans (including all Construction Loans made on the Conversion Date).



(c) Term Loans repaid or prepaid may not be reborrowed.


 


3









 





Section 2.03 Working Capital Loans. (a) Each Working Capital Lender agrees,
severally and not jointly, on the terms and conditions of this Agreement, to make loans (each such
loan, a “Working Capital Loan”) to the Borrower for Working Capital
Expenses, from time to time but not more frequently than two (2) times each calendar month,
until the last Business Day immediately preceding the Working Capital Loan Maturity Date in an
aggregate principal amount from time to time outstanding not in excess of the Working Capital Loan
Commitment of such Lender or of such Lender’s Working Capital Loan Commitment Percentage of the
Working Capital Available Amount; provided, however, that the aggregate principal
amount of the Working Capital Loans at any one time outstanding shall not exceed the Working
Capital Available Amount.



(b) Each Funding of Working Capital Loans shall be in the minimum amount of two hundred fifty
thousand Dollars ($250,000) and in integral multiples of fifty thousand Dollars ($50,000) in excess
thereof.



(c) Proceeds of each Working Capital Loan for (i) prior to the Conversion Date, Project Costs
shall be deposited into the Construction Account, (ii) Operation and Maintenance Expenses shall be
deposited into the Operating Account, and (iii) Maintenance Capital Expenses shall be deposited
into the Maintenance Capital Expense Account, and in each such case shall be applied solely in
accordance with this Agreement and the Accounts Agreement and shall be used solely for the payment
of Working Capital Expenses. Fundings of Working Capital Loans for Operation and Maintenance
Expenses and for Maintenance Capital Expenses shall be subject to the restrictions with respect to
such expenses set forth in this Agreement and the Accounts Agreement.



(d) Within the limits set forth in Section 2.03(a), the Borrower may pay or prepay and
reborrow Working Capital Loans.



Section 2.04 Notice of Fundings. (a) From time to time, but not more frequently than
(i) in the case of Construction Loans (except for Construction Loans made on the Conversion Date),
two (2) times each calendar month and eighteen (18) times each calendar year, (ii) in the case of
Working Capital Loans, two (2) times per calendar month and (iii) once with respect to Term Loans
to be made on the Conversion Date, the Borrower may propose a Funding by delivering to the
Administrative Agent a properly completed Funding Notice not later than 2:00 p.m., New York City
time, five (5) Business Days prior to the proposed Funding Date. Each Funding Notice delivered
pursuant to this Section 2.04 shall be irrevocable and shall refer to this Agreement and
specify (v) whether such Funding is requested to be of Eurodollar Loans and/or Base Rate Loans,
(w) the requested Funding Date (which shall be a Business Day), (x) the amount of such requested
Funding, (y) the type(s) of Loan(s) with respect to which such Funding is requested (and, in the
case of Funding on the Conversion Date, may include Construction Loans, Term Loans and Working
Capital Loans) and (z) the initial Interest Period for the Loans requested.


 


4









 





(b) The Administrative Agent shall promptly advise (i) each Construction/Term Lender of any
Construction Loan Funding Notice or the Conversion Date Funding Notice as applicable and (ii) each
Working Capital Lender of any Working Capital Loan Funding Notice, in each such case given pursuant
to this Section 2.04, together with each such Lender’s portion of the requested Funding.



Section 2.05 Funding of Loans. (a) Subject to Section 2.05(d), each Funding
shall consist of Loans made by the Lenders ratably in accordance with their respective applicable
Commitment Percentages and shall consist of Eurodollar Loans or Base Rate Loans as the Borrower may
request, or as otherwise provided, pursuant to Section 2.04 (Notice of Fundings);
provided, however, that the failure of any Lender to make any Loan shall not in
itself relieve any other Lender of its obligation to lend hereunder (it being understood, however,
that no Lender shall be responsible for the failure of any other Lender to make any Loan required
to be made by such other Lender).



(b) Subject to Section 4.04 (Obligation to Mitigate), each Lender may (without
relieving the Borrower of its obligation to repay a Loan in accordance with the terms of this
Agreement and the Notes) at its option fulfill its Commitment with respect to any such Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such Loan.



(c) Subject to Section 2.05(d), (i) each Construction/Term Lender shall make a Loan in
the amount of its applicable Commitment Percentage of each Construction Loan Funding or Term Loan
Funding, as applicable, hereunder on the proposed Funding Date by (in the case of each
Construction Loan Funding) wire transfer of immediately available funds to the Administrative
Agent, not later than 11:00 a.m., New York City time, and (A) the Administrative Agent shall in the
case of Construction Loans, deposit the amounts so received (except to the extent applied directly
to the payment of Debt Service) into the Construction Account, (B) in the case of Term Loans, the
proceeds of such Term Loan shall be applied solely to repay outstanding Construction Loans (and the
Lenders shall not be obligated to pay the proceeds of any Term Loan to, or upon the direction of,
the Borrower, and the Borrower shall not be entitled to receive such proceeds) and (ii) each
Working Capital Lender shall make a Loan in the amount of its applicable Commitment Percentage of
each Working Capital Loan Funding hereunder on the proposed Funding Date by wire transfer of
immediately available funds to the Administrative Agent, not later than 11:00 a.m. New York City
time, and the Administrative Agent shall deposit the amounts so received into the Account specified
in the relevant Funding Notice; provided, in the case of (i) or (ii) above, that if a
Funding does not occur on the proposed Funding Date because any condition precedent to such
requested Funding herein specified has not been met, the Administrative Agent shall return the
amounts so received to the respective Lenders without interest.


 


5









 





(d) Unless the Administrative Agent has been notified in writing by any Lender prior to a
proposed Funding Date that such Lender will not make available to the Administrative Agent its
portion of the Funding proposed to be made on such date, the Administrative Agent may assume that
such Lender has made such amounts available to the Administrative Agent on such date and the
Administrative Agent in its sole discretion may, in reliance upon such assumption, make available
to the Borrower a corresponding amount. If such corresponding amount is not in fact made available
to the Administrative Agent by such Lender and the Administrative Agent has made such amount
available to the Borrower, the Administrative Agent shall be entitled to recover such corresponding
amount on demand from such Lender and, if such Lender pays such amount (together with the interest
noted below), then the amount so paid shall constitute such Lender’s Loan included in such Funding.
If such Lender does not pay such corresponding amount upon the Administrative Agent’s demand or
within two (2) Business Days from the date of such Funding, the Administrative Agent shall promptly
notify the Borrower and the Borrower shall repay such corresponding amount to the Administrative
Agent within two (2) Business Days of the Administrative Agent’s written request. The
Administrative Agent shall also be entitled to recover from such Lender or the Borrower, as the
case may be, interest on such corresponding amount in respect of each day from the date such
corresponding amount was made available by the Administrative Agent to the Borrower to the date
such corresponding amount is recovered by the Administrative Agent, at an interest rate per annum
equal to (i) in the case of a payment made by such Lender, the Federal Funds Effective Rate and
(ii) in the case of a payment made by the Borrower, the Base Rate plus the Applicable Margin.
Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its commitment
hereunder. Notwithstanding anything to the contrary in this Agreement or any other Financing
Document, the Administrative Agent may, subject to the rights of the other Senior Secured Parties
under the Security Documents, apply all funds and proceeds of Collateral available for the payment
of any Obligation to repay any amount owing by any Lender to the Administrative Agent as a result
of such Lender’s failure to fund its applicable share of any Funding. A notice by the
Administrative Agent to any Lender or the Borrower with respect to any amounts owing under this
Section 2.05(d) shall be conclusive, absent manifest error.



Section 2.06 Evidence of Indebtedness. (a) Each Loan made by each Lender shall be
evidenced by one or more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business, including the Register for the recordation of the Loans
maintained by the Administrative Agent in accordance with the provisions of Section
10.03(c) (Assignments). The accounts or records maintained by the Administrative Agent and
each Lender shall be conclusive evidence, absent manifest error, of the amount of the Loans made by
the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any
error in
doing so shall not, however, limit or otherwise affect the obligation of the Borrower
hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict
between the accounts and records maintained by any Lender and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control, absent manifest error.


 


6









 





(b) The Borrower agrees that in addition to the Register and any other accounts and records
maintained pursuant to Section 2.06(a), the Loans made by each Lender may, if requested by
the Lenders, be evidenced by a Note or Notes duly executed on behalf of the Borrower. Construction
Notes and Working Capital Notes shall be dated the Closing Date (or, if later, the date of any
request therefor by a Lender). Term Notes shall be dated the Conversion Date (or, if later, the
date of any request therefor by a Lender). Each such Note shall be payable to the order of such
Lender in a principal amount equal to such Lender’s Construction Loan Commitment, Term Loan
Commitment or Working Capital Loan Commitment, as applicable. Each Lender may attach schedules to
its Note and endorse thereon the date and amount of its Loan and payments with respect thereto.



Section 2.07 Termination or Reduction of Commitments. (a) Any unused Construction
Loan Commitments shall be automatically and permanently terminated on the earlier to occur of the
Conversion Date and the Conversion Date Certain, in either case after giving effect to all
Construction Loans, if any, to be made on such day.



(b) Any unused Term Loan Commitments shall be automatically and permanently terminated on the
earlier to occur of the Conversion Date and the Conversion Date Certain, in either case after
giving effect to all Term Loans, if any, to be made on such day.



(c) If the Conversion Date does not occur on or before the Conversion Date Certain, all
Working Capital Loan Commitments shall be automatically and permanently terminated on the
Conversion Date Certain.



(d) Upon any prepayment of the Construction Loans pursuant to Section 3.09 (Optional
Prepayment) or Section 3.10 (Mandatory Prepayment), or any reduction in Construction
Loan Commitments, the Term Loan Commitments shall be automatically and permanently reduced in an
amount equal to such prepayment or reduction.



(e) Any unused Construction Loan Commitments, Term Loan Commitments or Working Capital Loan
Commitments shall be terminated upon the occurrence of an Event of Default if and to the extent
required pursuant to Section 8.02 (Action Upon Bankruptcy) or Section 8.03 (Action Upon
Other Event of Default) in accordance with the terms thereof.


 


7









 





(f) Any Working Capital Loan Commitments shall be automatically and permanently terminated in
full on the earlier of (i) the date that is ninety (90) days after the date on which all
outstanding Construction Loans and Term Loans have been paid in full and (ii) the Final Maturity
Date.



(g) Any Working Capital Loan Commitments may be terminated or reduced, in whole or in part (in
integral multiples of one hundred thousand Dollars ($100,000)), by the Borrower upon no less than
three (3) Business Days’ prior written notice to the Administrative Agent; provided, upon
any such termination or reduction, the sum of (x) the amounts on deposit in or standing to the
credit of the Working Capital Reserve Account plus (y) the Aggregate Working Capital Loan
Commitment is equal to or greater than the Working Capital Reserve Required Amount.



(h) The Aggregate Working Capital Loan Commitment and the Working Capital Available Amount
shall be automatically reduced to the extent of, and in the amount of, any prepayment of the
Working Capital Loans that is applied, at the Borrower’s option, to the Working Capital Reserve
Account pursuant to Section 3.09(d)(ii)(B) (Optional Prepayment).



(i) The Aggregate Working Capital Loan Commitment and the Working Capital Available Amount
shall be automatically reduced to the extent of, and in the amount of, any prepayment of the
Working Capital Loans pursuant to Section 3.10(f)(ii) or (iii) (Mandatory Prepayment).



(j) All of the Commitments shall be automatically and permanently terminated in full if the
initial Funding Date has not occurred on or before December 31, 2007.



Section 2.08 Renewal of Working Capital Loan commitments. At borrower’s request, the
parties hereto acknowledge that any Working Capital Lender may, in its sole discretion (but shall
not be obligated to) decide to renew and extend its Working Capital Loan Commitment. In the event
any Working Capital Lender decides to renew and extend its Working Capital Loan Commitment, such
renewal and extension will be implemented pursuant to an amendment to this Agreement in accordance
with Section 10.01 (Amendments, Etc.). The Borrower acknowledges and agrees that this
Section 2.08 does not constitute a commitment or obligation on the part of any Lender to
provide funding for any such renewed or extended Working Capital Loan Commitment.


 


8









 





ARTICLE III




REPAYMENTS, PREPAYMENTS, INTEREST AND FEES




Section 3.01 Repayment of Construction Loan Fundings. (a) The Borrower
unconditionally and irrevocably promises to pay to the Administrative Agent for the ratable account
of each Construction/Term Lender the aggregate outstanding principal amount of the Construction
Loans in accordance with this Section 3.01.



(b) The Construction Loans shall be repaid in full on the Conversion Date with the proceeds of
the Term Loans or, if earlier, on the Conversion Date Certain in accordance with Section
3.01(c).



(c) If the Conversion Date does not occur prior to the Conversion Date Certain, on the
Conversion Date Certain, (i) each outstanding Construction Loan shall automatically and without
further action become due and payable, (ii) all amounts in any Project Accounts shall be promptly
applied at the written instruction of the Administrative Agent to Obligations then outstanding in
accordance with Section 8.04 (Application of Proceeds) of this Agreement, and (iii) the
Borrower shall pay all accrued interest on and repay the entire remaining principal amount of all
outstanding Construction Loans to the Administrative Agent, for the pro rata
account of the Construction/Term Lenders (based on their respective Construction Loan Commitment
Percentages), together with any and all Fees and other Obligations owed to the Senior Secured
Parties.



Section 3.02 Repayment of Term Loan Fundings. (a) The Borrower unconditionally and
irrevocably promises to pay to the Administrative Agent for the ratable account of each
Construction/Term Lender the aggregate outstanding principal amount of the Term Loans, on the
Initial Quarterly Payment Date and on each Quarterly Payment Date thereafter, in the respective
amounts set forth below opposite each such Quarterly Payment Date (which amounts shall be reduced
in inverse order of maturity as a result of any prepayments of the Term Loans made in accordance
with Section 3.09 (Optional Prepayment) or Section 3.10 (Mandatory Prepayment) in
accordance with the terms set forth therein or as a result of any reduction in the Term Loan
Commitments pursuant to Section 2.07(b) or (e) (Termination or Reduction of Commitments).
The first Quarterly Payment Date in each table below corresponds to Initial Quarterly Payment Date.


 


9









 





Term Loans




	 	 	 	 	 
	Quarterly Payment	 	 
	Date	 	        Principal Amount
	1	 	US$	1,500,000	 
	2	 	US$	1,500,000	 
	3	 	US$	1,500,000	 
	4	 	US$	1,500,000	 
	5	 	US$	1,500,000	 
	6	 	US$	1,500,000	 
	7	 	US$	1,500,000	 
	8	 	US$	1,500,000	 
	9	 	US$	1,500,000	 
	10	 	US$	1,500,000	 
	11	 	US$	1,500,000	 
	12	 	US$	1,500,000	 
	13	 	US$	1,500,000	 
	14	 	US$	1,500,000	 
	15	 	US$	1,500,000	 
	16	 	US$	1,500,000	 
	17	 	US$	1,500,000	 
	18	 	US$	1,500,000	 
	19	 	US$	1,500,000	 
	20	 	US$	1,500,000	 
	21	 	US$	1,500,000	 
	22	 	US$	1,500,000	 
	23	 	US$	1,500,000	 
	Final Maturity Date
	 	US$	65,500,000	 






(b) Notwithstanding anything to the contrary set forth in Section 3.02(a), the final
principal repayment installment on the Final Maturity Date shall in any event be in an amount equal
to the aggregate principal amount of all Term Loans outstanding on such date.



Section 3.03 Repayment of Working Capital Loan Fundings. (a) The Borrower
unconditionally and irrevocably promises to pay to the Administrative Agent for the ratable account
of each Working Capital Lender the aggregate outstanding principal amount of the Working Capital
Loans in accordance with this Section 3.03.


 


10









 





(b) The Working Capital Loans shall be repaid in full on the Working Capital Loan Maturity
Date.



(c) If the Conversion Date does not occur on or prior to the Conversion Date Certain, then on
the Conversion Date Certain, (i) each outstanding Working Capital Loan shall automatically and
without further action become due and payable, (ii) all amounts in any Project Accounts shall be
promptly applied to the Obligations then outstanding in accordance with Section 8.04
(Application of Proceeds) of this Agreement, and (iii) the Borrower shall pay all accrued
interest on and repay the entire remaining principal amount of all outstanding Working Capital
Loans to the Administrative Agent, for the pro rata account of the Lenders (based
on their respective Working Capital Loan Commitment Percentages), together with any and all Fees
and other Obligations owed to the Senior Secured Parties.



Section 3.04 Interest Payment Dates. (a) Interest accrued on each Loan shall be
payable, without duplication:




	 	(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.





(b) Interest accrued on the Loans or other monetary Obligations after the date such amount is
due and payable (whether on the Maturity Date for such Loan, any Quarterly Payment Date, any
Interest Payment Date, upon acceleration or otherwise) shall be payable upon demand.



(c) Interest hereunder shall be due and payable in accordance with the terms hereof, before
and after judgment, regardless of whether an Insolvency or Liquidation Proceeding exists in respect
of the Borrower, and, to the fullest extent permitted by law, the Lenders shall be entitled to
receive post-petition interest during the pendency of an Insolvency or Liquidation Proceeding.



Section 3.05 Interest Rates. (a) Pursuant to each properly delivered Funding Notice
and Interest Period Notice, (i) each Eurodollar Loan shall accrue interest at a rate per annum
during each Interest Period applicable thereto equal to the sum of the Eurodollar Rate for such
Interest Period plus the Applicable Margin and (ii) each Base Rate Loan shall accrue interest at a
rate per annum during each Quarterly Period equal to the sum of the Base Rate for such Quarterly
Period plus the Applicable Margin.


 


11









 





(b) On or before 2:00 p.m., New York City time, at least five (5) Business Days prior to the
end of each Interest Period for each Eurodollar Loan, and at least three (3) Business Days prior to
the end of any Quarterly Period for any Base Rate Loans, the Borrower shall deliver to the
Administrative Agent an Interest Period Notice setting forth the Borrower’s election (i) to
continue any such Eurodollar Loan as (or convert any such Base Rate Loan to) a Eurodollar Loan and
setting forth the Borrower’s election with respect to the duration of the next Interest Period
applicable to such continued or converted Eurodollar Loan, which Interest Period shall be one (1),
two (2), three (3) or six (6) months in length or (ii) to convert any such Eurodollar Loan to a
Base Rate Loan at the end of the then-current Interest Period; provided, that if an Event of
Default has occurred and is continuing, all Eurodollar Loans shall automatically convert into Base
Rate Loans at the end of the then-current Interest Periods. Upon the waiver or cure of such Event
of Default, the Borrower shall have the option to continue such Loans as Base Rate Loans and/or to
convert such Loans to Eurodollar Loans (by delivery of an Interest Period Notice), subject to the
notice periods set forth above. Notwithstanding anything to the contrary, any portion of the Loans
maturing in less than one month may not be continued as, or converted to, Eurodollar Loans and will
automatically convert to Base Rate Loans at the end of the then-current Interest Period.



(c) If the Borrower fails to deliver an Interest Period Notice in accordance with Section
3.05(b), (i) with respect to any Eurodollar Loan, such Eurodollar Loan shall automatically
continue as a Eurodollar Loan with an Interest Period of one (1) month or (ii) with respect to any
Base Rate Loan, such Base Rate Loan shall automatically continue as a Base Rate Loan.



(d) All Eurodollar Loans shall bear interest from and including the first day of the
applicable Interest Period to (and excluding) the last day of such Interest Period at the interest
rate determined as applicable to such Eurodollar Loan.



(e) Notwithstanding anything to the contrary, the Borrower shall have, in the aggregate, no
more than eight (8) separate Eurodollar Loans outstanding at any one time prior to the Conversion
Date or five (5) separate Eurodollar Loans outstanding at any one time after the Conversion Date.
For purposes of the foregoing, (i) Eurodollar Loans having different Interest Periods, regardless
of whether they commence on the same date, shall be considered separate Eurodollar Loans and (ii)
all Eurodollar Loans having the same Interest Period and commencing on the same date shall be
considered to be a single Eurodollar Loan.



(f) All Base Rate Loans shall bear interest from and including the first day of each Quarterly
Period (or the day on which Eurodollar Loans are converted to Base Rate Loans as required under
Section 3.05(b) or under ARTICLE IV (Eurodollar Rate and Tax Provisions)) to (and including)
the next succeeding Quarterly Payment Date at the
interest rate determined as applicable to such Base Rate Loan.


 


12









 





Section 3.06 Default Interest Rate.



(a) If (i) all or a portion of the principal amount of or interest on any Loan is not paid
when due (whether on the Maturity Date for such Loan, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum equal to the rate that would otherwise be applicable
thereto plus two percent (2%), or (ii) any Obligation (other than principal or interest on the
Loans) is not paid when due (whether on the due date thereof, by acceleration or otherwise), such
overdue amount shall bear interest at a rate per annum equal to the rate then applicable to Base
Rate Loans plus two percent (2%), in each case, with respect to clauses (i) and (ii) above, from
the date of such non-payment until such amount is paid in full (before as well as after judgment).



(b) Upon the occurrence and during the continuance of any Event of Default (other than an
Event of Default under Section 8.01(a) (Events of Default — Nonpayment), for which
provision is made in Section 3.06(a)), the Borrower shall pay, in addition to the interest
then payable on any Loan, additional interest (before as well as after judgment) on the Loans at
two percent (2%) per annum (the rate in effect plus such two percent (2%) per annum, the
“Default Rate”) until such Event of Default is cured or waived.



Section 3.07 Interest Rate Determination. The Administrative Agent shall determine
the interest rate applicable to the Loans in accordance with the terms of this Agreement, and shall
give prompt notice to the Borrower and the Lenders of such determination, and its determination
thereof shall be conclusive, absent manifest error.



Section 3.08 Computation of Interest and Fees. (a) All computations of interest for
Base Rate Loans when the Base Rate is determined by WestLB’s “prime rate” shall be made on the
basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All computations
of interest for Eurodollar Loans and for Base Rate Loans when the Base Rate is determined by the
Federal Funds Effective Rate shall be made on the basis of a 360-day year and actual days elapsed.



(b) Interest shall accrue on each Loan for the day on which the Loan is made, and shall not
accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid;
provided, that any Loan (other than a Construction Loan made on the Conversion Date that is
repaid with proceeds of the Term Loan) that is repaid on the same day on which it is made shall
bear interest for one (1) day.


 


13









 





(c) Each determination by the Administrative Agent of an interest rate or fee hereunder shall
be conclusive and binding for all purposes, absent manifest error.



Section 3.09 Optional Prepayment. (a) The Borrower shall have the right at any time,
and from time to time, to prepay the Construction Loans, the Term Loans or the Working Capital
Loans, in whole or in part, upon not fewer than three (3) Business Days’ prior written notice to
the Administrative Agent.



(b) Any partial prepayment of the Loans shall be in a minimum amount of five hundred thousand
Dollars ($500,000) and in integral multiples of one hundred thousand Dollars ($100,000) in excess
thereof.



(c) Each notice of prepayment given by the Borrower under this Section 3.09 shall
specify the prepayment date and the portion of the principal amount of Loans to be prepaid. All
prepayments under this Section 3.09 shall be made by the Borrower to the Administrative
Agent for the account of the Lenders and shall be accompanied by accrued interest on the principal
amount being prepaid to but excluding the date of payment and by any additional amounts required to
be paid under Section 4.05 (Funding Losses).



(d) Amounts of principal prepaid under this Section 3.09 shall be applied by the
Administrative Agent:




	 	(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









 










(e) Amounts of Construction Loans and Term Loans prepaid pursuant to this Section 3.09
may not be reborrowed.



Section 3.10 Mandatory Prepayment. (a) The Borrower shall be required:




	 	(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.





(b) The Borrower shall be required to prepay the Loans on each Quarterly Payment Date after
the Conversion Date as required pursuant to priorities tenth and twelfth of Section 6.01(b) of the
Accounts Agreement;



(c) The Borrower shall be required to prepay the Loans on any Quarterly Payment Date after the
Conversion Date, if the Historical Debt Service Coverage Ratio on such Quarterly Payment Date is
less than 1.5:1.0, as required pursuant to priority thirteenth of Section 6.01(b) of the Accounts
Agreement.



(d) Within three (3) Business Days following the delivery of a Borrowing Base Certificate
demonstrating that the then-outstanding principal amount of the Working Capital Loans exceeds the
then-effective Working Capital Commitment or the
Working Capital Available Amount, the Borrower shall be required to prepay the Working Capital
Loans in the amount of such excess.


 


15









 





(e) All prepayments under this Section 3.10 shall be made by the Borrower to the
Administrative Agent for the account of the applicable Lenders and shall be accompanied by accrued
interest on the principal amount being prepaid to but excluding the date of payment and by any
additional amounts required to be paid under Section 4.05 (Funding Losses).



(f) Amounts of principal prepaid under this Section 3.10 (other than pursuant to
Section 3.10(d)) shall be allocated by the Administrative Agent:




	 	(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).





(g) Amounts of Construction Loans and Term Loans prepaid pursuant to this Section 3.10
(other than pursuant to Section 3.10(d)) may not be reborrowed.



Section 3.11 Time and Place of Payments. (a) The Borrower shall make each payment
(including any payment of principal of or interest on any Loan or any Fees or other Obligations)
hereunder and under any other Financing Document without setoff, deduction or counterclaim not
later than 12:00 p.m., New York City time on the date when due in Dollars in immediately available
funds to the Administrative Agent at the following account: JPMorgan Chase Bank (Swift ID:
CHASUS33XXX), Account Number: 920-1-060663 for the Account of WESTLB AG-NY Branch (Swift ID: CHASUS33XXX), ABA
#021-000-021, Ref: Southwest Georgia Ethanol, LLC, Attention: Loan Administration, or at such other
office or account as may from time to time be specified by the Administrative Agent in writing to
the Borrower. Funds received after 12:00 p.m. New York City time shall be deemed to have been
received by the Administrative Agent on the next succeeding Business Day.


 


16









 










(b) The Administrative Agent shall promptly remit in immediately available funds to each
Senior Secured Party its share, if any, of any payments received by the Administrative Agent for
the account of such Senior Secured Party.



(c) Whenever any payment (including any payment of principal of or interest on any Loan or any
Fees or other Obligations) hereunder or under any other Financing Document shall become due, or
otherwise would occur, on a day that is not a Business Day, such payment shall (except as otherwise
required by the proviso to the definition of “Interest Period” with respect to Eurodollar Loans) be
made on the immediately succeeding Business Day, and such increase of time shall in such case be
included in the computation of interest or Fees, if applicable.



Section 3.12 Fundings and Payments Generally. (a) Unless the Administrative Agent has
received notice from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such
payment, the Administrative Agent may assume that the Borrower has made such payment on such date
in accordance with this Agreement and may, in reliance upon such assumption, distribute to the
Lenders the amount due. If the Borrower has not in fact made such payment, then each of the
Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender in immediately available funds with interest thereon, for each day from
and including the date such amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the Federal Funds Effective Rate. A notice by the Administrative Agent to
any Lender with respect to any amount owing under this Section 3.12Section 3.12 shall be conclusive,
absent manifest error.



(b) Nothing herein shall be deemed to obligate any Lender to obtain funds for any Loan in any
particular place or manner or to constitute a representation by any Lender that it has obtained or
will obtain funds for any Loan in any particular place or manner.



(c) The Borrower hereby authorizes each Lender, if and to the extent payment owed to such
Lender is not made when due under this Agreement or under the Notes held by such Lender, to charge
from time to time against any or all of the Borrower’s accounts with such Lender (other than, in
the event that the Accounts Bank or any bank
holding a Local Account is also a Lender, any Project Account or Local Account) any amount so
due.


 


17









 





Section 3.13 Fees. (a) From and including the date hereof until the Final Maturity
Date, the Borrower agrees to pay to the Administrative Agent, for the account of the Lenders, on
each Quarterly Payment Date, a commitment fee (a “Commitment Fee”) equal to one-half of one
percent (0.50%) per annum on the average daily amount by which (i) the Aggregate Construction Loan
Commitment exceeds the aggregate outstanding principal amount of Construction Loans and (ii) the
Aggregate Working Capital Loan Commitment exceeds the aggregate outstanding principal amount of
Working Capital Loans. All Commitment Fees shall be computed on the basis of the actual number of
days elapsed in a year of 365 or 366 days, as pro-rated for any partial quarter, as applicable.



(b) The Borrower agrees to pay to the Administrative Agent for the account of the Lead
Arranger, the Lenders and the Agents additional fees in the amounts and at the times from time to
time agreed in writing by the Borrower and the Agents, including pursuant to the Fee Letters.



(c) All Fees shall be paid on the dates due, in immediately available funds. Once paid, none
of the Fees shall be refundable under any circumstances.



Section 3.14 Pro Rata Treatment. (a) Except as otherwise expressly provided
herein (including Section 4.01 (Eurodollar Rate Lending Unlawful)), each Funding of Loans
and each reduction of commitments of any type shall be allocated by the Administrative Agent pro
rata among the Lenders holding Loans of such type in accordance with their respective applicable
Commitment Percentages.



(b) Except as required under Section 3.09 (Optional Prepayment), Section 3.10
(Mandatory Prepayment) or ARTICLE IV (Eurodollar Rate and Tax Provisions), (i) each
payment or prepayment of principal of the Loans shall be allocated by the Administrative Agent pro
rata among the applicable Lenders in accordance with the respective principal amounts of their
outstanding Loans of the type being repaid, (ii) each payment of interest on the Loans shall be
allocated by the Administrative Agent pro rata among the applicable Lenders in accordance with the
respective interest amounts outstanding on their outstanding Loans of the type in respect of which
interest is being paid, and (iii) each payment of fees on the Commitments shall be allocated by the
Administrative Agent pro rata among the applicable Lenders in accordance with their respective
Commitments of the type to which such fees relate.


 


18









 





(c) Each Lender agrees that in computing such Lender’s portion of any Funding to be made
hereunder, the Administrative Agent may, in its discretion, round
each Lender’s percentage of such Funding to the next higher or lower whole Dollar amount in
accordance with market convention.



Section 3.15 Sharing of Payments. (a) If any Lender obtains any payment or other
recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any
Loan (other than pursuant to the terms of ARTICLE IV (Eurodollar Rate and Tax Provisions))
in excess of its pro rata share of payments then or therewith obtained by all Lenders holding Loans
of such type, such Lender shall purchase from the other Lenders, holding Loans of such type, such
participations in Loans of such type made by them as shall be necessary to cause such purchasing
Lender to share the excess payment or other recovery ratably with each of them; provided, however,
that if all or any portion of the excess payment or other recovery is thereafter recovered from
such purchasing Lender, the purchase shall be rescinded and each Lender that has sold a
participation to the purchasing Lender shall repay to the purchasing Lender the purchase price to
the ratable extent of such recovery together with an amount equal to such selling Lender’s ratable
share (according to the proportion of (x) the amount of such selling Lender’s required repayment to
the purchasing Lender to (y) the total amount so recovered from the purchasing Lender) of any
interest or other amount paid or payable by the purchasing Lender in respect of the total amount so
recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender
pursuant to this Section 3.15 may, to the fullest extent permitted by law, exercise all of
its rights of payment (including pursuant to Section 10.15 (Right of Setoff)) with
respect to such participation as fully as if such Lender were the direct creditor of the Borrower
in the amount of such participation.



(b) If under any applicable bankruptcy, insolvency or other similar Law, any Lender receives a
secured claim in lieu of a setoff to which this Section 3.15 applies, such Lender shall, to
the extent practicable, exercise its rights in respect of such secured claim in a manner consistent
with the rights of the Lenders entitled under this Section 3.15 to share in the benefits of
any recovery on such secured claim.



Section 3.16 Termination of Interest Rate Protection Agreement in Connection with Any
Prepayment. The Borrower shall, in connection with any prepayment of Construction Loans or
Term Loans made by the Borrower pursuant to Section 3.09 (Optional Prepayment) or
Section 3.10 (Mandatory Prepayment), terminate an aggregate notional amount under the
Interest Rate Protection Agreements equal to the amount (if any) by which the aggregate notional
amount under the Interest Rate Protection Agreements would exceed the aggregate outstanding
principal amount of the Construction Loans or Term Loans, as the case may be, immediately after
giving effect to such prepayment; and in each case, such termination shall be made within five
(5) Business Days of the date of such prepayment.


 


19









 





ARTICLE IV




EURODOLLAR RATE AND TAX PROVISIONS




Section 4.01 Eurodollar Rate Lending Unlawful. (a) If any Lender reasonably
determines (which determination shall, upon notice thereof to the Borrower and the Administrative
Agent, be conclusive and binding on the Borrower absent manifest error, but only if such Lender has
complied with its obligations under Section 4.04 (Obligation to Mitigate)) that the
introduction of or any change in or in the interpretation of any Law after the date hereof makes it
unlawful, or any central bank or other Governmental Authority asserts after the date hereof that it
is unlawful, for such Lender to make, maintain or fund any Loan as a Eurodollar Loan, the
obligations of such Lender to make, maintain or fund any Loan as a Eurodollar Loan shall, upon such
determination, forthwith be suspended until such Lender notifies the Administrative Agent that the
circumstances causing such suspension no longer exist, and all Eurodollar Loans of such Lender
shall automatically convert into Base Rate Loans at the end of the then-current Interest Periods
with respect thereto or sooner, if required by such Law or assertion. Upon any such conversion the
Borrower shall pay any accrued interest on the amount so converted and, if such conversion occurs
on a day other than the last day of the then-current Interest Period for such affected Eurodollar
Loans, such Lender shall be entitled to make a request for, and the Borrower shall pay,
compensation for breakage costs under Section 4.05 (Funding Losses).



(b) If such Lender notifies the Borrower that the circumstances giving rise to the suspension
described in Section 4.01(a) no longer apply, the Borrower may elect (by delivering an
Interest Period Notice) to convert the principal amount of any such Base Rate Loan to a Eurodollar
Loan in accordance with this Agreement.



(c) Each Lender shall be entitled to fund and maintain all or any part of a Loan in any manner
it deems fit, it being understood, however, that for the purposes of this Agreement all
determinations hereunder shall be made as if such Lender had actually funded and maintained amounts
bearing interest at a Eurodollar Rate through the purchase of deposits having a maturity
corresponding to the applicable Interest Periods and bearing an interest rate equal to the
appropriate Eurodollar Rate for such Interest Periods.


 


20









 





Section 4.02 Inability to Determine Eurodollar Rates. (a) In the event, and on each
occasion, that the Administrative Agent shall have determined in good faith that for any Eurodollar
Loan (i) Dollar deposits in the amount of such Loan and with an Interest Period similar to such
Interest Period are not generally available in the London interbank market, or (ii) the rate at
which such Dollar deposits are being offered will not adequately and fairly reflect the cost to any
Lender of making, maintaining or funding the
principal amount of such Loan during such Interest Period, or (iii) adequate and reasonable
means do not exist for ascertaining LIBOR, the Administrative Agent shall forthwith notify the
Borrower and the Lenders of such determination, whereupon each such Eurodollar Loan will
automatically, on the last day of the then-existing Interest Period for such Eurodollar Loan,
convert into a Base Rate Loan. In the event of any such determination pursuant to Section
4.02(a)(i) or (iii), any Funding Notice delivered by the Borrower shall be deemed to be
a request for a Base Rate Loan until the Administrative Agent determines that the circumstances
giving rise to such notice no longer exist. In the event of any determination pursuant to
Section 4.02(a)(ii), each affected Lender shall, and is hereby authorized by the Borrower
to, fund its portion of the Loans as a Base Rate Loan. Each determination by the Administrative
Agent hereunder shall be conclusive, absent manifest error.



(b) Upon the Administrative Agent’s determination that the condition that was the subject of a
notice under Section 4.02(a) has ceased, the Administrative Agent shall forthwith notify
the Borrower and the Lenders of such determination, whereupon the Borrower may elect (by delivering
an Interest Period Notice) to convert any such Base Rate Loan to a Eurodollar Loan on the last day
of the then-current Quarterly Period in accordance with this Agreement.



Section 4.03 Increased Eurodollar Loan Costs. If, after the date hereof, the adoption
of any applicable Law or any change therein, or any change in the interpretation or administration
thereof by any Governmental Authority charged with the interpretation or administration thereof, or
compliance by any Lender (or its Eurodollar Office) with any request or directive (whether or not
having the force of law) of any Governmental Authority increases the cost (other than with respect
to Taxes, which are addressed in Section 4.07 (Taxes)) to such Lender of, or results in any
reduction in the amount of any sum receivable by such Lender (whether of principal, interest or any
other amount) in respect of, making, maintaining or funding (or of its obligation to make, maintain
or fund) the Loans as Eurodollar Loans, then the Borrower agrees to pay to the Administrative Agent
for the account of such Lender the amount of any such increase or reduction. Such Lender shall
promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such
event, such notice to state, with accompanying support, the additional amount required to
compensate fully such Lender for such increased cost or reduced amount. Such additional amounts
shall be payable by the Borrower directly to such Lender within five (5) Business Days of delivery
of such notice, and such notice and determination shall be binding on the Borrower, absent manifest
error. Notwithstanding anything to the contrary in this Section 4.03, the Borrower shall
not be required to pay a Lender pursuant to this Section 4.03 for any such increase or
reduction incurred more than 120 days prior to the date that such Lender notifies the Borrower, or
notifies the Borrower of its intention to demand compensation, in accordance with this Section
4.03; provided that, if the circumstance giving rise to
such increase or reduction is retroactive, then such 120-day period shall be extended to
include the period of retroactive effect.


 


21









 





Section 4.04 Obligation to Mitigate. (a) Each Lender agrees that, after it becomes
aware of the occurrence of an event that would entitle it to give notice pursuant to Section
4.01 (Eurodollar Rate Lending Unlawful), Section 4.03 (Increased Eurodollar Loan Costs)
or Section 4.06 (Increased Capital Costs) or to receive additional amounts pursuant to
Section 4.07 (Taxes), such Lender shall use reasonable efforts to make, fund or maintain
its affected Loan through another lending office (i) if as a result thereof the increased costs
would be avoided or materially reduced or the illegality would thereby cease to exist and (ii) if,
in the opinion of such Lender, the making, funding or maintaining of such Loan through such other
lending office would not be disadvantageous to such Lender, contrary to such Lender’s normal
banking practices or violate any applicable Law.



(b) No change by a Lender in its Domestic Office or Eurodollar Office made for such Lender’s
convenience shall result in any increased cost to the Borrower.



(c) If any Lender demands compensation pursuant to Section 4.03 (Increased Eurodollar Loan
Costs) or Section 4.06 (Increased Capital Costs) with respect to any Eurodollar Loan,
the Borrower may, at any time upon at least three (3) Business Days’ prior notice to such Lender
through the Administrative Agent, elect to convert such Loan to a Base Rate Loan. Thereafter,
unless and until such Lender notifies the Borrower that the circumstances giving rise to such
notice no longer apply, all such Eurodollar Loans by such Lender shall bear interest as Base Rate
Loans. If such Lender notifies the Borrower that the circumstances giving rise to such notice no
longer apply, the Borrower may elect (by delivering an Interest Period Notice) to convert the
principal amount of each such Base Rate Loan to a Eurodollar Loan in accordance with this
Agreement.



Section 4.05 Funding Losses. In the event that any Lender incurs any loss or expense
(including any loss or expense incurred by reason of the liquidation or redeployment of deposits or
other funds acquired by such Lender to make, continue or maintain any portion of the principal
amount of any Loan as a Eurodollar Loan, and any customary administrative fees charged by such
Lender in connection with the foregoing) as a result of (a) any conversion or repayment or
prepayment of the principal amount of any Loans on a date other than the scheduled last day of the
Interest Period applicable thereto, whether pursuant to Section 3.09 (Optional Prepayment),
Section 3.10 (Mandatory Prepayment), Section 4.01(a) Eurodollar Rate Lending
Unlawful) or otherwise, or (b) the Borrower failing to make a Funding
in accordance with any
Funding Notice; then, upon the written notice of such Lender to the Borrower (with a copy to the
Administrative Agent) together with accompanying support, the Borrower shall, within five
(5) Business Days of receipt thereof, pay to the Administrative Agent for the account
of such Lender such amount as will (in the reasonable determination of such Lender) reimburse
such Lender for such loss or expense. Such written notice and determination shall be binding on
the Borrower, absent manifest error.



 


22









 







Section 4.06 Increased Capital Costs. If after the date hereof any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any
applicable Law, guideline or request (whether or not having the force of law) of any Governmental
Authority, affects the amount of capital required to be maintained by any Lender, and such Lender
reasonably determines that the rate of return on its capital as a consequence of its Loan is
reduced to a level below that which such Lender could have achieved but for the occurrence of any
such circumstance, then, in any such case upon notice from time to time by such Lender to the
Borrower, the Borrower shall pay, within five (5) Business Days after such demand, directly to such
Lender additional amounts sufficient to compensate such Lender for such reduction in rate of
return. A statement of such Lender as to any such additional amount or amounts, with accompanying
support, shall be binding on the Borrower, absent manifest error.



Section 4.07 Taxes.



(a) Payments Free of Taxes. Any and all payments by or on account of any Obligations
shall be made free and clear of, and without deduction for, any Taxes, unless required by Law;
provided that if the Borrower shall be required to deduct any Indemnified Taxes from any
such payment, then (i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable under this
Section 4.07) the Agent or Lender (as the case may be) receives an amount equal to the sum
it would have received had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable Law.



(b) Payment of Other Taxes by the Borrower. In addition, the Borrower shall timely
pay any Indemnified Taxes arising from any payment made under any Financing Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Financing Document and not
collected by withholding at the source as contemplated by Section 4.07(a) to the relevant
Governmental Authority in accordance with applicable Law.


 


23









 





(c) Indemnification by the Borrower. The Borrower shall indemnify each Agent and each
Lender, within five (5) Business Days after written demand therefor, for the full amount of any
Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts
payable under this Section 4.07) paid by such Agent or Lender, as the case may be, and any
penalties, interest, additions to tax and
reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or
Agent, as the case may be, shall be conclusive, absent manifest error.



(d) Evidence of Payments. As soon as practicable after any payment of Indemnified
Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative
Agent the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other evidence of such
payment reasonably satisfactory to the Administrative Agent.



(e) Foreign Lenders. Each Lender (including any Participant and any other Person to
which any Lender transfers its interests in this Agreement as provided under Section 10.03
(Assignments)) that is not a United States Person (a “Non-U.S. Lender”) shall deliver
to the Borrower and the Administrative Agent two (2) copies of U.S. Internal Revenue Service
Form W-8ECI, Form W-8BEN or Form W-8IMY (with supporting documentation and any other certificate or
statements required for exemption from, or reduction of, U.S. federal withholding tax), or any
subsequent versions thereof or successors thereto, properly completed and duly executed by such
Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding
tax on all payments of interest by the Borrower under the Financing Documents if such Lender is
legally entitled to so claim, together with, in the case of a Non-U.S. Lender that is relying on an
exemption pursuant to Section 871(h) or 881(c) of the Code, a certificate substantially in the form
of Exhibit H certifying that such Lender is not a bank described in Section 881(c)(3)(A) of
the Code. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a
party to this Agreement. In addition, to the extent that it is in a position to legally do so,
each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any
form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the
Borrower and the Administrative Agent at any time it determines that it is no longer in a position
to provide any previously delivered certificate to the Borrower (or any other form of certification
adopted by U.S. taxing authorities for such purpose). The Borrower shall not be obligated to pay
any additional amounts in respect of U.S. federal income taxes pursuant to this Section
4.07 (or make an indemnification payment pursuant to this Section 4.07) to any Lender
(or any Participant or other Person to which any Lender transfers its interests in this Agreement
as provided under Section 10.03 (Assignments)) if the obligation to pay such additional
amounts (or such indemnification) would not have arisen but for a failure by such Lender to comply
with this Section 4.07(e).


 


24









 





Section 4.08 Replacement of Lender. The Borrower shall be permitted to replace (with
one or more replacement Lenders) any Lender that requests reimbursement for amounts owing pursuant
to Section 4.03 (Increased Eurodollar Loan Costs), Section 4.06 (Increased Capital
Costs) or Section 4.07(a) (Taxes — Payments Free of Taxes); provided, that
(i) such replacement does not conflict with any Law or any determination of an arbitrator or a
court or other Governmental Authority, in each case applicable to the Borrower or such Lender or to
which the Borrower or such Lender or any of their respective property is subject, (ii) no Default
or Event of Default shall have occurred and be continuing at the time of such replacement,
(iii) prior to any such replacement, the Lender to be replaced shall not have withdrawn such
request for reimbursement, or shall not have taken any action under Section 4.04 (Obligation To
Mitigate) so as to eliminate the need for payment of amounts owing pursuant to Section 4.03
(Increased Eurodollar Loan Costs), Section 4.06 (Increased Capital Costs) or
Section 4.07(a) (Taxes — Payments Free of Taxes), (iv) the replacement Lender shall
purchase, at par, the Loans and all other amounts owing to such replaced Lender prior to the date
of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 4.05
(Funding Losses) if any Eurodollar Loan owing to such replaced Lender is be prepaid (or
purchased) other than on the last day of the Interest Period relating thereto, (vi) the replacement
Lender is an Eligible Assignee, (vii) such replacement is made in accordance with the provisions of
Section 10.03(b) (Assignments) (provided, that the Borrower shall be obligated to pay the
registration and processing fee), (viii) until such time as such replacement is consummated, the
Borrower shall pay all additional amounts (if any) required pursuant to Section 4.03 (Increased
Eurodollar Loan Costs), Section 4.06 (Increased Capital Costs) or Section 4.07(a)
(Taxes — Payments Free of Taxes), as the case may be, and (ix) any such replacement shall not
be deemed to be a waiver of any rights that the Borrower, any Agent or any other Lender may have
against the replaced Lender.



ARTICLE V




REPRESENTATIONS AND WARRANTIES




In order to induce each Agent, each Lender and each other party hereto (other than the
Borrower) to enter into this Agreement and to induce each Lender to make the Loans hereunder, the
Borrower represents and warrants to each Senior Secured Party as set forth in this ARTICLE
V on the date hereof (except for the representations and warranties in Section 5.12(a)
(Collateral) and Section 5.12(b)(i)(B) (Collateral), on the Closing Date, on each
Funding Date and on the Conversion Date (except as otherwise provided).


 


25









 





Section 5.01 Organization; Power; Compliance with Law and Contractual Obligations.
The Borrower (a) is a limited liability company duly formed, validly
existing and in good standing under the laws of the State of Georgia, (b) is duly qualified to
do business as is now being conducted and as is proposed to be conducted and is in good standing as
a foreign limited liability company in each jurisdiction where the nature of its business requires
such qualification, (c) has all requisite limited liability company power and authority required as
of the date this representation is made or deemed repeated to enter into and perform its
obligations under each Transaction Document to which it is a party and to conduct its business as
currently conducted by it and (d) is in compliance in all material respects with all Laws and
Contractual Obligations applicable to it, except to the extent that any non-compliance with clause
(b) of this Section 5.01 could not reasonably be expected to result in a Material Adverse
Effect.



Section 5.02 Due Authorization; Non-Contravention. The execution, delivery and
performance by the Borrower of each Transaction Document to which it is a party are within the
Borrower’s limited liability company powers, have been duly authorized by all necessary limited
liability company action, and do not:



(a) contravene the Borrower’s Organic Documents (including the Borrower LLC Agreement);



(b) contravene in any material respect any Law binding on or affecting the Borrower;



(c) (i) in the case of any Financing Document, contravene any Contractual Obligation binding
on or affecting the Borrower or (ii) in the case of any Project Document, contravene in any
material respect any Contractual Obligation binding on or affecting the Borrower;



(d) require any consent or approval under the Borrower’s Organic Documents or under any
Contractual Obligation binding on or affecting the Borrower that has not been obtained; or



(e) result in, or require the creation or imposition of, any Lien on any of the Borrower’s
properties or Equity Interests other than Permitted Liens.




 


26









 




Section 5.03 Governmental Approvals.



(a) As of the Closing Date:




	 	(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.





(b) On each Funding Date all Necessary Project Approvals (including all Deferred Approvals)
which as of such Funding Date are required to be obtained have been obtained, are in full force and
effect, are properly in the name of the Borrower, are properly issued and are final and
Non-Appealable.



(c) The Borrower may update and correct, with the approval of the Administrative Agent, which
approval will not be unreasonably withheld, conditioned or delayed, any reference to a Necessary
Project Approval on Schedule 5.03 that has been replaced in accordance with applicable Law.


 


27









 





(d) The information set forth in each application (including any updates or supplements
thereto) submitted by or on behalf of the Borrower in connection with each Necessary Project
Approval that has been submitted as of the date this representation is made or deemed repeated, was
accurate and complete at the time of submission and continues to be accurate and complete in all
material respects, in each case to the extent required for the issuance or continued effectiveness
of such Necessary Project Approval (except, with respect to continued effectiveness, for Necessary
Project Approvals that
are subject to a supplemental filing shown on Part B of Schedule 5.03 that has
not yet been filed, or except to the extent such inaccuracy or incompleteness has been or can be
cured by the submission of a supplemental filing within fifteen (15) days of its discovery), and
the Borrower does not have any knowledge of any event, act, condition or state of facts
inconsistent with such information.



(e) The Borrower has no reason to believe that each Necessary Project Approval that remains to
be obtained will not be obtained in a final and Non-Appealable form in the ordinary course without
undue delay or material expense and without unanticipated expensive or burdensome conditions prior
to the time it is required to be obtained under applicable Law. There is no action, suit,
investigation or proceeding pending or, to the knowledge of the Borrower, threatened that would
reasonably be expected to result in the modification, rescission, termination, or suspension of any
material Governmental Approval referred to in Schedule 5.03 obtained prior to the date this
representation is made or deemed made.



Section 5.04 Investment Company Act. The Borrower is not, and after giving effect to
the Loans and the application of the proceeds of the Loans as described herein will not be, an
“investment company” or a company “controlled” by an “investment company,” within the meaning of
the Investment Company Act of 1940, as amended.



Section 5.05 Validity. Each Transaction Document to which the Borrower is a party has
been duly authorized, validly executed and delivered, and constitutes the legal, valid and binding
obligations of the Borrower enforceable against the Borrower and, to the Borrower’s knowledge,
enforceable against each other party thereto (other than the Senior Secured Parties), in each case
in accordance with its respective terms, except as the enforceability hereof or thereof may be
limited by (a) bankruptcy, insolvency, reorganization, or other similar laws affecting the
enforcement of creditors’ rights generally and (b) general equitable principles (whether considered
in a proceeding in equity or at law).



Section 5.06 Financial Information. Each of the financial statements of the Borrower
delivered pursuant hereto has been prepared in accordance with GAAP, and fairly presents in all
material respects the financial condition of the Borrower as at the dates thereof and the results
of their operations for the period then ended (subject, in the case of unaudited financial
statements, to changes resulting from audit and normal year-end adjustments and the absence of
footnotes).


 


28









 





Section 5.07 No Material Adverse Effect. Since the date of formation of the Borrower,
no Material Adverse Effect has occurred and is continuing.



Section 5.08 Project Compliance. (a) The Project is and will continue to be owned,
developed, constructed and maintained in compliance in all material respects with all applicable
Laws and in compliance in all material respects with the requirements of all Necessary Project
Approvals (including all Deferred Approvals) then required to have been obtained.



(b) The Project is and will continue to be owned, developed, constructed and maintained in
compliance in all material respects with all of the Borrower’s Contractual Obligations (including
the Project Documents).



Section 5.09 Litigation. (a) No material action, suit, proceeding or investigation
has been instituted or, to the knowledge of the Borrower, threatened, against the Borrower or the
Project (including in connection with any Necessary Project Approval then required); and



(b) to the knowledge of the Borrower, no action, suit, proceeding or investigation has been
instituted or threatened against the Pledgor or any Major Project Party or that, individually or in
the aggregate, has had or could reasonably be expected to have a Material Adverse Effect.



Section 5.10 Sole Purpose Nature; Business. The Borrower has not conducted and is not
conducting any business or activities other than businesses and activities relating to the
ownership, development, testing, financing, construction, operation and maintenance of the Project
as contemplated by the Transaction Documents.



Section 5.11 Contracts.



(a) As of the Closing Date:




	 	(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.





(b) As of each date this representation and warranty is made or deemed repeated:




	 	(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.





(c) On each Funding Date, all Necessary Project Contracts (including all Deferred Contracts)
which as of such Funding Date are required to be in place, have been duly executed and delivered
and are in full force and effect.



(d) The Borrower may update and correct, with approval of the Administrative Agent, which
approval will not be unreasonably withheld, conditioned or delayed, any reference to a Necessary
Project Contract on Schedule 5.11 that has been replaced in accordance with applicable Law.




 


31









 





Section 5.12 Collateral. (a) The Collateral includes all of the Equity Interests in,
and all of the tangible and intangible assets of, the Borrower.


(b) The Liens and security interests granted by the Borrower to the Collateral Agent (for the
benefit of the Senior Secured Parties) pursuant to the Security Documents
in effect on each date this representation is made or deemed repeated (i) constitute, as to
personal property included in the Collateral, (A) a valid first-priority security interest in such
personal property, (B) a valid first-priority security interest in such personal property and (ii)
constitute, as to the Mortgaged Property included in the collateral, a valid first-priority Lien of
record in the Mortgaged Property, in each case subject only to Permitted Liens.



(c) The security interest granted to the Collateral Agent (for the benefit of the Senior
Secured Parties) pursuant to the Security Documents in the Collateral consisting of personal
property will be perfected (i) with respect to any property that can be perfected by filing, upon
the filing of UCC financing statements in the filing offices identified in Schedule 5.12(c)
and, in the case of any Rail Car Lease, any other necessary filings, (ii) with respect to any
Account Collateral or any Blocked Account Collateral that can be perfected solely by control, upon
execution of the Accounts Agreement or a Blocked Account Agreement and (iii) with respect to any
property (if any) that can be perfected solely by possession, upon the Collateral Agent receiving
possession thereof, and in each case such security interest will be, as to Collateral perfected
under the UCC or otherwise as aforesaid, superior and prior to the rights of all third Persons now
existing or hereafter arising whether by way of mortgage, lien, security interest, encumbrance,
assignment or otherwise, in each case subject only to Permitted Liens. After giving effect to the
filings, registrations and giving of notice referred to in the prior sentence, all such action as
is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to the
Collateral covered by the Security Documents in effect on the date this representation is made or
deemed repeated to the extent the Collateral Agent’s security interest can be perfected by filing,
including any recordation, filing, registration, giving of notice or other similar action. No
filing, recordation, re-filing or re-recording other than those listed on Schedule 5.12(c)
(as the same may be updated at the written request of the Borrower, with the written agreement of
the Administrative Agent (which will not be unreasonably withheld, conditioned or delayed),
following any change in applicable Law) is necessary to perfect (or maintain the perfection of) the
interest, title or Liens of the Security Documents (to the extent the Collateral Agent’s security
interest can be perfected by filing or recording), and on and as of each relevant date on which
this representation and warranty is made or deemed repeated, all such filings or recordings have
been made with respect to Collateral then existing. The Borrower and the Pledgor have properly
delivered or caused to be delivered to the Collateral Agent, or provided the Collateral Agent
control of, all Collateral relating to assets of or equity in the Borrower that requires perfection
of the Liens and security interests described above by possession or control. All or substantially
all of the Collateral relating to assets of or equity in the Borrower (other than the Account
Collateral, Blocked Account Collateral, certificates, securities,
investments, chattel paper, books and records and general intangibles), including the
Mortgaged Property, is or will (when acquired) be located on the Site.


 


32









 





Section 5.13 Ownership of Properties. (a) The Borrower has a good and valid fee
ownership interest in the Site, subject to Permitted Liens.



(b) The Borrower has a good and valid ownership interest, leasehold interest, license interest
or other right of use in all other property and assets (tangible and intangible) included in the
Collateral relating to assets of or equity in the Borrower under each Security Document, other than
the collateral pledged pursuant to the Pledge Agreement. Such ownership interests, leasehold
interest, license interest or other rights of use will be at all times on and after the Closing
Date, together with any other assets or interests contemplated to be acquired pursuant to the
Construction Budget for the Project, sufficient to permit construction and operation of the
Project, substantially in accordance with the Project Documents. To the knowledge of Borrower,
none of said properties or assets are subject to any other claims of any Person, including any
easements, rights of way or similar agreements affecting the use or occupancy of the Project or the
Site, other than Permitted Liens.




(c) All Equity Interests in the Borrower are owned by the Pledgor.



(d) The properties and assets of the Borrower are separately identifiable from, are not
commingled with, and are readily distinguishable from, the property and assets of any other Person.



(e) The Borrower does not have any leasehold interest in, and is not lessee of, any real
property.



(f) There are no easements, rights of way or similar agreements affecting the use or occupancy
of the Project or the Site other than Permitted Liens.



Section 5.14 Taxes. (a) Except as disclosed on Schedule 5.14, the Borrower
has (i) filed all income Tax Returns and all other material Tax Returns required by Law to have
been filed by it and (ii) has paid all Taxes thereby shown to be owing, as and when the same are
due and payable, other than Taxes that are subject to a Contest.



(b) The Borrower is not and will not be taxable as a corporation for federal tax purposes, and
the Borrower has not and will not take any action to cause it to be treated as a corporation for
state or local tax purposes if it would, in the absence of such action, not be taxable as a
corporation for state or local purposes.


 


33









 





(c) The Borrower is not a party to any tax sharing agreement with any Person (including the
Pledgor or any other Affiliate of the Borrower).



(d) The Borrower has not agreed to extend the statute of limitations period applicable to the
assessment or collection of any Tax.



(e) The Borrower is not currently under any governmental audit with respect to any Tax for any
period, there are no claims for additional Tax being pursued by any Governmental Authority with
respect to the business, income or activities of the Borrower, and the Borrower is not aware of any
such claims that have not yet been asserted but are likely to be asserted by a Governmental
Authority.



Section 5.15 Patents, Trademarks, Etc. The Borrower has obtained and holds in full
force and effect all patents, trademarks, copyrights and other such rights or adequate licenses
therein, free from unduly burdensome restrictions, that are necessary for the ownership,
construction, operation and maintenance of the Project.



Section 5.16 ERISA Plans. None of the Borrower nor any ERISA Affiliate has (or within
the five year period immediately preceding the Closing Date had) sponsored, maintained,
participated in or incurred any liability in respect of any Plan or Multiemployer Plan. The
Borrower does not have any contingent liability with respect to any post-retirement benefit under
any “welfare plan” (as defined in Section 3(1) of ERISA), other than liability for continuation
coverage under Part 6 of Title I of ERISA or similar state laws.



Section 5.17 Property Rights, Utilities, Supplies Etc. (a) All material property
interests, utility services, means of transportation, facilities and other materials necessary for
the development, engineering, construction, testing, start-up, use and operation of the Project
(including, as necessary, gas, roads, rail transport, electrical, water and sewage services and
facilities) are, or will be when needed, available to the Project, and arrangements in respect
thereof have been made on, or will be made when needed on, commercially reasonable terms.



(b) There are no material supplies, materials or equipment necessary for construction,
operation or maintenance of the Project that are not expected to be available at the Site on
commercially reasonable terms consistent with the Construction Budget, or the Operating Budget, as
applicable.



Section 5.18 No Defaults. No Default or Event of Default has occurred and is
continuing.


 


34









 






Section 5.19 Environmental Warranties. Except as disclosed on Schedule 5.19:



(a) (i) The Borrower and its Environmental Affiliates are in compliance in all material
respects with all applicable Environmental Laws and all Environmental Approvals, (ii) the Borrower
and its Environmental Affiliates have all Environmental Approvals required (or the Loan Parties
have taken all actions necessary for the transfer or reissuance to the Borrower of such
Environmental Approvals as set forth in Schedule 5.03) to operate their businesses as
presently conducted or as reasonably anticipated to be conducted and are in compliance in all
material respects with the terms and conditions thereof and the permit transfer and reissuance
procedures in connection thereiwth, (iii) neither the Borrower nor any of its Environmental
Affiliates has received any written communication from a Governmental Authority that alleges that
the Borrower or any Environmental Affiliate is not in compliance in all material respects with all
Environmental Laws and Environmental Approvals, and (iv) there are no circumstances that could
reasonably be expected to prevent or interfere in the future with the Borrower’s compliance in all
material respects with all applicable Environmental Laws and Environmental Approvals.



(b) There is no Environmental Claim pending or, to the knowledge of the Borrower, threatened
against the Borrower or the Project. To the knowledge of the Borrower, there is no Environmental
Claim pending or threatened against any Environmental Affiliate.



(c) There are no present or past actions, activities, circumstances, conditions, events or
incidents, including the release, emission, discharge, presence or disposal of any Material of
Environmental Concern, that could reasonably be expected to form the basis of any Environmental
Claim against the Borrower or any Environmental Affiliate.



(d) Without in any way limiting the generality of the foregoing, (i) there are no on-site or
off-site locations in which the Borrower or any Environmental Affiliate has stored, disposed or
arranged for the disposal of Materials of Environmental Concern that could reasonably be expected
to form the basis of an Environmental Claim, (ii) there are no underground storage tanks located or
to be located on property owned or leased by the Borrower, (iii) there is no asbestos or lead paint
contained in or forming part of any building, building component, structure or office space owned
or leased by the Borrower, and (iv) no polychlorinated biphenyls (PCBs) are or will be used or
stored at any property owned or leased by the Borrower, except in such form, condition and quantity
as could not reasonably be expected to result in an Environmental Claim.



(e) The Borrower has not received any letter or request for information under Section 104 of
the CERCLA, or comparable state laws, and to the knowledge of the
Borrower, none of the operations of the Borrower is the subject of any investigation by a
Governmental Authority evaluating whether any remedial action is needed to respond to a release or
threatened release of any Material of Environmental Concern at the Project or at any other
location, including any location to which the Borrower has transported, or arranged for the
transportation of, any Material of Environmental Concern with respect to the Project.


 


35









 





Section 5.20 Regulations T, U and X. The Borrower is not engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any
Loan will be used for any purpose that violates, or would be inconsistent with, F.R.S. Board
Regulation T, U or X. Terms for which meanings are provided in F.R.S. Board Regulation T, U or X
or any regulations substituted therefor, as from time to time in effect, are used in this
Section 5.20 with such meanings.



Section 5.21 Accuracy of Information. (a) All factual information heretofore or
contemporaneously furnished by or on behalf of the Borrower or Pledgor in this Agreement, in any
other Transaction Document or otherwise in writing to any Senior Secured Party, any Consultant, or
counsel for purposes of or in connection with this Agreement and the other Financing Documents or
any transaction contemplated hereby or thereby (other than projections, budgets and other
“forward-looking” information that have been prepared on a reasonable basis and in good faith by or
on behalf of the Borrower) is, when taken as a whole, after giving effect to any supplemental
information, as of the date furnished, true and accurate in every material respect and such
information is not, when taken as a whole, after giving effect to any supplemental information, as
of the date furnished, incomplete by omitting to state any material fact necessary to make such
information not misleading in any material respect.



(b) The assumptions constituting the basis on which the Borrower prepared the Construction
Budget and the Financial Model that are in effect on each date this representation is made or
deemed repeated, and the numbers set forth therein, were developed and consistently utilized in
good faith and are reasonable and represent the Borrower’s reasonable judgment as of the date
prepared as to the matters contained therein, based on all information known to the Borrower.



(c) The Borrower reasonably believes that the Conversion Date will occur on or before the
Conversion Date Certain and that the cost to complete the Project will not exceed the funds
available to the Borrower (including funds available under this Agreement and the Accounts
Agreement, the Required Equity Contribution and the Subordinated Debt).


 


36









 





(d) The Borrower reasonably believes that the development, engineering, construction, testing,
start-up, use, ownership, operation and maintenance of the Project are economically feasible and
technically feasible.



Section 5.22 Indebtedness. (a) The Obligations are, after giving effect to the
Financing Documents and the transactions contemplated thereby, the only outstanding Indebtedness of
the Borrower other than Permitted Indebtedness. The Obligations rank at least pari
passu with all other Indebtedness of the Borrower.



(b) On the Closing Date, after giving effect to the Financing Documents and the transactions
contemplated thereby, the Borrower will have no outstanding Indebtedness other than Permitted
Indebtedness, and all Liens (other than Permitted Liens) against assets of the Borrower will have
been released.



Section 5.23 Separateness. (a) The Borrower maintains separate bank accounts and
separate books of account from the Pledgor. The separate liabilities of the Borrower are readily
distinguishable from the liabilities of each Affiliate of the Borrower, including the Pledgor.



(b) The Borrower conducts its business solely in its own name in a manner not misleading to
other Persons as to its identity.



(c) The Borrower is in compliance with the separateness provisions set forth on
Schedule 5.24.



Section 5.24 Required LLC Provisions. The Borrower LLC Agreement includes each of the
terms (collectively, the “Required LLC Provisions”) set forth in Schedule 5.24.



Section 5.25 Subsidiaries. The Borrower has no Subsidiaries.



Section 5.26 Foreign Assets Control Regulations, Etc. (a) The use of the proceeds of
the Loans by the Borrower will not violate the Trading with the Enemy Act, as amended, or any of
the foreign assets control regulations of the United States Treasury Department (31 C.F.R.,
Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.



(b) The Borrower:




	 	(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









 






Section 5.27 Solvency. The Borrower is and, upon the incurrence of any Obligations by
the Borrower and after giving effect to the transactions contemplated hereby, will be Solvent.



Section 5.28 Legal Name and Place of Business. (a) The exact legal name and
jurisdiction of formation of the Borrower is: Southwest Georgia Ethanol, LLC, a limited liability
company organized and existing under the laws of the State of Georgia, and the Borrower has not had
any other legal names in the previous five (5) years.




(b) The sole place of business of the Borrower is the Site.



Section 5.29 No Brokers. The Borrower has no obligation to pay any finder’s,
advisory, broker’s or investment banking fee, except for the fees payable pursuant to Section
3.13 (Fees) and the fees set forth in Schedule 5.29.



Section 5.30 Insurance. All insurance required to be obtained and maintained pursuant
to the Transaction Documents by the Borrower is in full force and effect as of each date this
representation is made or deemed repeated and complies with the insurance requirements set forth on
Schedule 7.01(h) (and, in the case of insurance required under any Project Document, also
complies in all material respects with the insurance requirements in such Project Document). All
premiums then due and payable on all such insurance have been paid. To the knowledge of the
Borrower, all insurance required to be obtained and maintained by any Major Project Party with
respect to the Project to protect, directly or indirectly, against loss or liability to the
Borrower, the Project or any Senior Secured Party (including in connection with construction
obligations of such Major Project Party), as of the date this representation is made or deemed
repeated, pursuant to any Project Document has been obtained, is in full force and effect and
complies with the insurance requirements set forth on Schedule 7.01(h) and is otherwise in
all material respects in accordance with such Project Document.



Section 5.31 Accounts. The Borrower does not have, and is not the beneficiary of, any
bank account other than (a) the Project Accounts, (b) on or after the Closing Date, Local Accounts
with respect to which Blocked Account Agreements have been duly executed and delivered and (c) the
Bond Funds.


 


38









 





Section 5.32 Reorganization. (a) The Reorganization has occurred, (b) all consents
and approvals required in connection with the Reorganization have been
obtained (other than those that 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
(c) each of the Assignment Agreement and each other document and agreement necessary to effect the
Reorganization has been duly executed and delivered (with a copy to the Administrative Agent) by
each party thereto in form and substance reasonably satisfactory to the Administrative Agent, and
the transactions contemplated thereby have been consummated.



Section 5.33 Securities Acts. The Borrower and the Pledgor are in compliance with the
Securities Act of 1033, as amended, the Securities and Exchange Act of 1934, as amended, all
applicable rules and regulations promulgated under such Acts by the U.S. Securities and Exchange
Commission, and with all applicable state “blue sky” laws and regulations.



ARTICLE VI




CONDITIONS PRECEDENT




Section 6.01 Conditions to Closing and First Funding of Construction Loans. In
addition to the conditions set forth in Section 6.02 (Conditions to All Construction Loan
Fundings) and Section 6.05 (Conditions to All Fundings), the occurrence of the Closing
Date and the initial Construction Loan Funding are subject to the satisfaction of each of the
following conditions precedent:



(a) Delivery of Financing Documents. The Administrative Agent shall have received
each of the following fully executed documents, each of which shall be originals, portable document
format (“pdf”) or facsimiles (followed promptly by originals), duly executed and delivered by each
party thereto and in form and substance reasonably satisfactory to each Lender:




	 	(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.





(b) Project Documents; Contracts; Consents. (i) The Administrative Agent shall have
received true, correct and complete copies of each Project Document, which shall be in form and
substance reasonably satisfactory to the Administrative Agent and the Independent Engineer.




	 	(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.





(c) Delivery of Documents Evidencing Subordinated Debt Documents. The Administrative
Agent shall have received true, correct and complete copies of all Subordinated Debt Documents, and
such Subordinated Debt Documents shall be on terms and conditions reasonably satisfactory to the
Administrative Agent.



(d) Officer’s Certificates. The Administrative Agent shall have received the
following certificates, dated as of the Closing Date, upon which the Administrative Agent and each
Senior Secured Party may conclusively rely:




	 	(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









 





	 	(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).




 


41









 










(e) Resolutions, Incumbency, Organic Documents. The Administrative Agent shall have
received from each of the Borrower and the Pledgor a certificate of an Authorized Officer dated as
of the Closing Date, upon which the Administrative Agent and each Senior Secured Party may
conclusively rely, as to:




	 	(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.





(f) Authority to Conduct Business. The Administrative Agent shall have received
satisfactory evidence, including certificates of good standing from the Secretaries of State of
each relevant jurisdiction, dated no more than five (5) days (or such other time period reasonably
acceptable to the Administrative Agent) prior to the Closing Date, that:




	 	(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.




 


42









 





(g) Opinions of Counsel. Unless the Administrative Agent agrees otherwise in writing
with respect to any of the items in this Section 6.01(g), the Administrative Agent shall
have received the following legal opinions, addressed to the Senior Secured Parties, and each in
form and substance reasonably satisfactory to the Administrative Agent:




	 	(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;






 


43









 




(h) Lien Search; Perfection of Security. The Collateral Agent shall have been granted
a first priority (subject to Permitted Liens) perfected security interest in all Collateral, and
the Administrative Agent shall have received satisfactory copies or evidence, as the case may be,
of the following actions in connection with the perfection of the 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









 





(i) Base Case Projections. The Administrative Agent shall have received base case
projections with mutually agreed assumptions, demonstrating certain agreed minimum coverage levels,
as certified by the Independent Engineer.



(j) Financing Documents and Project Documents. The Borrower LLC Agreement, the
Financing Documents and the Project Documents shall be in full force and effect.



(k) Governmental Approvals. The Borrower shall have obtained all Necessary Project
Approvals listed on Part A of Schedule 5.03 or the Loan Parties shall 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, and the Administrative Agent
shall have received a duly executed certificate of an Authorized Officer of the Borrower certifying
that (i) attached to such certificate are true, correct and complete copies of each such Necessary
Project Approval, (ii) each such Necessary Project Approval was duly obtained, is in full force and
effect, is final and Non-Appealable and (A) is 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 each such Necessary Project Approval as set forth in Part A of Schedule
5.03, (iii) all Necessary Project Approvals required for the Project at a later date will be
obtained in due course prior to the time when needed and without conditions that would impose undue
burdens or material expense on the Project, and (iv) Schedule 5.03 accurately identifies
all Necessary Project Approvals.



(l) Equator Principles. The Administrative Agent shall have received all
documentation requested by the Administrative Agent that is necessary to evidence compliance with,
and otherwise required in connection with, the Equator Principles.



(m) Third Party Approvals. The Administrative Agent shall have received reasonably
satisfactory documentation of any approval by any Person required in connection with any
transaction contemplated by this Agreement or any other Financing Document that the Administrative
Agent has reasonably requested in connection herewith.



(n) Fees; Expenses. The Administrative Agent shall have received for its own account,
or for the account of each Senior Secured Party entitled thereto, all fees due and payable on the
Closing Date pursuant to Section 3.13 (Fees), and all costs and expenses (including costs,
fees and expenses of legal counsel and Consultants) for which invoices have been presented.



(o) Establishment of Project Accounts. Each of the Project Accounts shall have been
established to the reasonable satisfaction of the Administrative Agent.


 


45









 





(p) Insurance. The Administrative Agent shall have received:




	 	(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.





(q) Independent Engineer’s Report. The Administrative Agent shall have received a
report of the Independent Engineer with respect to the Project, accompanied by a duly executed
certificate of the Independent Engineer in the form of Exhibit J-1, each in form and
substance reasonably satisfactory to each Lender, discussing:




	 	(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;




 


46









 











	 	(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.





(r) Environmental Site Assessment Report. The Administrative Agent shall have
received an Environmental Site Assessment Report with respect to the Site, the Phase I
Environmental Site Assessment (ESA) Update dated November 2007 and a reliance letter for the
benefit of the Senior Secured Parties corresponding to such report and update.



(s) Ethanol Market Report. The Administrative Agent shall have received a report of
the Ethanol Market Consultant, in form and substance reasonably satisfactory to each Lender.



(t) Agricultural Market Report. The Administrative Agent shall have received a report
of the Agricultural Market Consultant, in form and substance reasonably satisfactory to each
Lender.



(u) Appraisal. The Administrative Agent shall have received an appraisal with respect
to the Project, in form and substance reasonably satisfactory to the Required Lenders.



(v) Construction Budget. The Administrative Agent shall have received (i) the
Construction Budget in form and substance reasonably satisfactory to the Required Lenders, and
(ii) a certificate of a Financial Officer of the Borrower certifying as to the reasonableness of
the underlying assumptions and the conclusions on which the Construction Budget is based and
demonstrating aggregate Project Costs equal to or less than the amount provided for in the
Construction Budget.


 


47









 





(w) Survey. The Administrative Agent shall have received a current survey of the Site
conforming with ALTA/ACSM 2005 survey standards, including Table A, items 6, 8, 10 and 11(a), and
otherwise acceptable to the Administrative Agent (a “Survey”) prepared by Larry Grogan &
Associates, Inc., or another registered or licensed surveyor acceptable to the Administrative Agent
and the Title Insurance Company, certified to the Senior Secured Parties and such Title Insurance
Company.



(x) 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).





(y) Confidential Information Memorandum. An Authorized Officer of the Borrower shall
have certified that, as of the date of the Confidential Information Memorandum, (i) the information
contained in the Confidential Information Memorandum (other than forward-looking statements or
projections), taken as a whole, does not contain any untrue statement of material fact or omit to
state a material fact necessary in order to make the statements contained therein, in light of the
circumstances under which they were made, not materially misleading, and (ii) any projections or
forward-looking statements included therein are based on assumptions and estimates developed by the
Borrower in good faith, and that such assumptions and estimates are reasonable.


 


48









 





(z) Design-Build Bonds. The Collateral Agent shall have been designated as dual
obligee and the payee under, and received a collateral assignment of, the Performance Bond and the
Payment Bond.



(aa) Bank Regulatory Requirements. The Administrative Agent shall have received at
least five (5) Business Days prior to the Closing Date (or such shorter period as is satisfactory
to the Administrative Agent) all documentation and other information required by bank regulatory
authorities under applicable “know your customer” and anti-money-laundering rules and regulations,
including the Patriot Act.



(bb) Process Agent. The Administrative Agent shall have received, in form and
substance reasonably satisfactory to the Administrative Agent, acceptances from the Process Agent
for the Borrower and the Pledgor appointed under Section 10.02(d) (Applicable Law;
Jurisdiction; Etc. — Appointment of Process Agent and Service of Process) and as required under
each other Financing Document in effect on the Closing Date.



(cc) Financial Model. The Administrative Agent shall have received a certificate of a
Financial Officer of the Borrower, dated as of the Closing Date, certifying that the Financial
Model attached as Exhibit K has not been amended or modified and certifying as to the
reasonableness of the underlying assumptions and the conclusions on which the Financial Model is
based.



(dd) Auditors. The Administrative Agent shall have received reasonably satisfactory
evidence of the appointment of the Auditors.



(ee) Equity; Subordinated Debt. The Administrative Agent shall have received
reasonably satisfactory evidence that (i) the Required Equity Contribution and (ii) the
Subordinated Debt in an amount of eight million one hundred sixty-two thousand four hundred
seventy-nine Dollars and seventy-seven cents ($8,162,479.77) have been funded and applied to pay
Project Costs (as verified by the Independent Engineer).



(ff) Notice to Proceed. The duly executed Notice to Proceed shall have been properly
issued and delivered by the Borrower to the Design-Build Contractor, and validly accepted by the
Design-Build Contractor, to the satisfaction of the Independent Engineer, and all conditions to the
issuance of such Notice to Proceed shall have been satisfied (and such satisfaction has been
acknowledged by the Design-Build Contractor) or have been waived by the Design-Build Contractor, in
each case in a manner reasonably satisfactory to the Administrative Agent and the Independent
Engineer.


 


49









 





(gg) Existing Plant Debt Payoff. The Existing Plant Debt shall have been or shall
simultaneously be repaid in full or, if no Existing Plant Debt is outstanding,
the commitment therefor shall have been terminated, and the Administrative Agent shall have
received (i) a payoff letter from the lenders of such debt, in form and substance reasonably
satisfactory to the Administrative Agent, confirming such repayment and (ii) evidence reasonably
satisfactory to the Administrative Agent that all Liens against assets of the Borrower in respect
of such debt have been released.



(hh) Environmental Sampling. The Administrative Agent shall have received, in each
case in form reasonably satisfactory to the Administrative Agent, all sampling reports and results
from investigative activities performed and provided in connection with the Georgia Brownfields
Program Corrective Action Plan accepted by the Georgia Department of Natural Resources, and such
results individually and in the aggregate shall be reasonably satisfactory to the Administrative
Agent.



(ii) Reorganization. (a) The Reorganization shall have occurred, (b) all consents and
approvals required in connection with the Reorganization shall have been obtained, and (c) the
Assignment Agreement and each other document and agreement necessary to effect the Reorganization
shall have been duly executed and delivered (with a copy to the Administrative Agent) by each party
thereto in form and substance reasonably satisfactory to the Administrative Agent, and the
transactions contemplated thereby shall have been consummated.



Section 6.02 Conditions to All Construction Loan Fundings. In addition to the
conditions set forth in Section 6.01 (Conditions to Closing and First Funding of Construction
Loans) (with respect to the first Funding) and Section 6.05 (Conditions to All
Fundings), the obligation of each Construction/Term Lender to make available each Funding of
its Construction Loans shall be subject to the fulfillment of the following conditions precedent:



(a) Funding Notice. The Administrative Agent shall have received a duly executed
Funding Notice, as required by and in accordance with Section 2.04 (Notice of Fundings),
together with each of the documents described below, which shall certify that:




	 	(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









 











	 	(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




 


51









 











	 	(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).





(b) Independent Engineer’s Certification. The Administrative Agent shall have
received an Independent Engineer’s Certificate in respect of such Funding Notice duly executed by
the Independent Engineer and in the form attached as Exhibit J-2.



(c) Title Insurance. The Administrative Agent shall have received lien waivers in the
form attached to the Design-Build Agreement and subordination agreements from the Design-Build
Contractor and all other contractors, subcontractors and materialmen that have performed work in
connection with the Project, and the Administrative Agent shall have received a Title Continuation
and an endorsement to the Title Insurance Policy, which endorsement shall have the effect of
(i) updating the date of the Title Insurance Policy to the date of the requested Funding and
(ii) providing full mechanics’ lien coverage.



(d) Updated Survey. If the Borrower owns or acquires any land (leasehold, fee or
easement) not shown on the then-current Survey, the Administrative Agent shall have received an
updated Survey of the Site including such new leasehold, fee or easement areas.



(e) Mechanic’s Liens. There are no mechanic’s, workmen’s, materialmen’s, construction
or other like Liens encumbering the Collateral (other than Permitted Liens), regardless of whether
such Liens appear as an exception to the Title Insurance Policy or the Title Continuation.



Section 6.03 Conditions to Term Loan Funding. In addition to the conditions set forth
in Section 6.05 (Conditions to All Fundings), the obligation of each Construction/Term
Lender to make its Term Loans shall be subject to the fulfillment of the following conditions
precedent.



(a) Term Notes. If requested by any Construction/Term Lender, each such
Construction/Term Lender shall have received a Term Note payable to such Lender in the amount of
such Lender’s Term Loan Commitment, duly executed by the Borrower and otherwise complying with the
provisions of Section 2.06 (Evidence of Indebtedness).


 


52









 





(b) Construction Loan Payoff. All of the Construction Loans shall have been or shall
simultaneously be repaid with the proceeds of such Term Loans.



(c) Final Completion. Final Completion shall have occurred.



(d) Final Completion Certificate. The Administrative Agent shall have received the
Final Completion Certificate in the form of Exhibit Q-1 duly executed by the Independent
Engineer and a Final Completion Certificate in the form of Exhibit Q-2 duly executed by the
Borrower.



(e) Insurance. The Administrative Agent shall have received binders or certificates
evidencing the commitment of insurers to provide the insurance policies required by Section
7.01(h) (Affirmative Covenants — Insurance), together with evidence of the payment of all
premiums then due and payable in respect of such insurance policies and a certificate of the
Borrower’s insurance broker (or insurance carrier) certifying that all such insurance policies are
in full force and effect, and the Administrative Agent shall have received a certificate of the
Insurance Consultant in substantially the form of Exhibit I with respect thereto.



(f) Security. The Administrative Agent shall have received evidence that (i) the
Collateral Agent continues to have a perfected first priority security interest in all right, title
and interest of the Borrower and the Pledgor in and to the Collateral prior to all other Liens
thereon and subject only to Permitted Liens, and (ii) all Governmental Approvals that are necessary
or desirable in order to establish, protect, preserve and perfect the Collateral Agent’s Liens have
been duly made or taken and are in full force and effect.



(g) Updated Operating Budget and Plan. The Administrative Agent shall have received a
copy of the Operating Budget, in form and substance reasonably satisfactory to the Administrative
Agent.



(h) Project Accounts. The Project Accounts shall continue to be maintained in
accordance with this Agreement and the Accounts Agreement and shall contain all amounts, if any,
required to be deposited therein as of the Conversion Date, including the amounts on deposit in or
standing to the credit of each of the Debt Service Reserve Account and the Working Capital Reserve
Account, which shall be at, or shall be funded on the Conversion Date up to, a level no less than
(i) fifty percent (50%) of the Debt Service Reserve Required Amount and (ii) the Working Capital
Reserve Required Amount, respectively.


 


53









 





(i) Legal Opinions. The Administrative Agent shall have received legal opinions from
counsel to the Loan Parties, each in form and substance reasonably
satisfactory to the Administrative Agent, addressing those matters relating to the Project,
the Transaction Documents and the transactions contemplated therein, and the Collateral, as the
Administrative Agent may reasonably request.



(j) Title Insurance. The Administrative Agent shall have received lien waivers in the
form attached to the Design-Build Agreement and subordination agreements from the Design-Build
Contractor and all other contractors, subcontractors and materialmen that have performed work in
connection with the Project, and the Administrative Agent shall have received a Title Continuation
and an endorsement to the Title Insurance Policy, which endorsement shall have the effect of
(i) updating the date of the Title Insurance Policy to the date of the requested Funding and
(ii) providing full mechanics’ lien coverage.



(k) Final Survey. The Administrative Agent shall have received a satisfactory final
as-built Survey of the Project demonstrating that the Project has all real property interests
required by the Financing Documents and showing no Liens other than Permitted Liens.



(l) Mechanic’s Liens. There are no mechanic’s, workmen’s, materialmen’s, construction
or other like Liens encumbering the Collateral (other than Permitted Liens), regardless of whether
such Liens appear as an exception to the Title Insurance Policy or the Title Continuation.



(m) Commodity Risk Management Plan. The Administrative Agent shall have received the
approved Commodity Risk Management Plan.



Section 6.04 Conditions to Working Capital Loan Fundings. In addition to the
conditions set forth in Section 6.05 (Conditions to All Fundings), the obligation of each
Working Capital Lender to make available each Funding of its Working Capital Loans shall be subject
to the fulfillment of the following conditions precedent:




(a) Timing. The initial Funding of the Construction Loans shall have occurred.



(b) Funding Notice. The Administrative Agent shall have received (i) a Working
Capital Loan Funding Notice, as required by and in accordance with Section 2.04 (Notice of
Fundings), together with certified evidence of the Working Capital Expenses then due and
payable with respect to which such Funding has been requested, and (ii) the most recent Borrowing
Base Certificate required to be delivered pursuant to Section 7.03(n) (Reporting Requirements -
Borrowing Base Certificate), executed by an Authorized Officer of the Borrower, together with
supporting schedules, which certificate shall be attached and in substance satisfactory to the
Administrative Agent.


 


54









 





(c) Payment of Project Costs. To the extent that the Working Capital Loans are to be
used for Project Costs as described in Section 2.03(c)(i), the Contingency Line Item shall
have been reduced to zero.



Section 6.05 Conditions to All Fundings. The obligation of each Lender to make
available each Funding of its Loans shall be subject to the fulfillment of the following conditions
precedent:



(a) Borrower’s Certifications. The Administrative Agent shall have received a duly
executed certificate of an Authorized Officer of the Borrower certifying that:




	 	(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.





(b) Governmental Approvals. The Administrative Agent shall have received evidence
reasonably satisfactory to it that:




	 	(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;




 


55









 





	 	(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.





(c) Additional Project Documents. An Authorized Officer of the Borrower shall have
certified that the Borrower has provided to the Administrative Agent copies of any Additional
Project Document entered into by the Borrower since the date of this Agreement, together with all
amendments, supplements, schedules and exhibits thereto and the Ancillary Documents relating
thereto, each of which (i) shall have been duly
authorized, executed and delivered by each Person party thereto, and (ii) shall be in full
force and effect.


 


56









 





(d) No Default or Event of Default. No Event of Default or Default has occurred and
is continuing, or would result from, such Funding.



(e) 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.





(f) Abandonment, Taking, Total Loss. (i) No Event of Abandonment or Event of Total
Loss shall have occurred and be continuing with respect to the Project, (ii) no Event of Taking
relating to any Equity Interests in the Borrower shall have occurred and be continuing, or (iii) no
Event of Taking with respect to a material part of the Project shall have occurred.



(g) Fees; Expenses. The Administrative Agent shall have received for its own account,
or for the account of each Senior Secured Party entitled thereto, all fees due and payable as of
the date of such Funding pursuant to Section 3.13 (Fees), and all costs and expenses
(including costs, fees and expenses of legal counsel) for which invoices have been presented.



(h) Satisfactory Legal Form. All documents executed or submitted in accordance with
this Section 6.05 with respect to such Funding by or one behalf of the Borrower or any
other Project Party shall be reasonably satisfactory in form and substance to the Administrative
Agent.



(i) Material Adverse Effect. Since the date of formation of the Borrower, no Material
Adverse Effect has occurred and is continuing.


 


57









 





ARTICLE VII




COVENANTS




Section 7.01 Affirmative Covenants. The Borrower agrees with each Senior Secured
Party that, until the Security Discharge Date, the Borrower will perform the obligations set forth
in this Section 7.01.



(a) Compliance with Laws. The Borrower shall comply in all material respects with all
Laws (other than Environmental Laws) applicable to it or to its business or property.



(b) 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.





(c) Operations and Maintenance. The Borrower shall own, construct, operate and
maintain (or cause to be operated and maintained) the Project in all material respects in
accordance with (i) the terms and provisions of the Transaction Documents, (ii) all applicable
Governmental Approvals and (iii) Prudent Ethanol Operating Practice.


 


58









 





(d) Construction and Completion of the Project; Maintenance of Properties. (i) The
Borrower shall apply the proceeds of the Loans to the purposes specified in Section 7.01(g)
(Affirmative Covenants — Use of Proceeds and Cash Flow) and in each Funding Notice and shall
duly construct and complete, or cause the construction and completion of, the Project and shall
cause the Final Completion Date with respect thereto to occur, substantially in accordance with
(A) the scope of work and other specifications set forth in the Design-Build Agreement (including
any Change Orders permitted under this Agreement) and (B) the Construction Budget.




	 	(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.




 


59









 











	 	(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.





(e) Payment of Obligations. The Borrower shall pay and discharge as the same shall
become due and payable all of its obligations and liabilities, including (i) all tax liabilities,
assessments and governmental charges or levies upon it or its properties or assets, unless the same
are subject to a Contest, (ii) all of its obligations and liabilities under its Contractual
Obligations and (iii) all lawful claims that, if unpaid, would by law become a Lien upon its
properties (other than Permitted Liens), unless the same are subject to a Contest.



(f) Governmental Approvals. The Borrower shall maintain in full force and effect, in
the name of the Borrower, all Necessary Project Approvals then required to have been obtained and
obtain all Deferred Approvals (all of which shall be reasonably satisfactory to the Administrative
Agent), including as set forth on Part B of Schedule 5.03, but in any event no
later than the date required to be obtained under applicable Law.



(g) 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.




 


60









 







(h) Insurance. Without cost to any Senior Secured Party, the Borrower shall at all
times obtain and maintain, or cause to be obtained and maintained, the types and amounts of
insurance listed and described on Schedule 7.01(h), in accordance with the terms and
provisions set forth therein for the Project and the Borrower, and shall obtain and maintain such
other insurance as may be required pursuant to the terms of any Transaction Document. The Borrower
shall cause each such insurance to be in place no less than ten (10) days prior to the date
required, and each required insurance policy shall be renewed or replaced no less than thirty
(30) days prior to the expiration thereof. In the event the Borrower fails to take out or maintain
the full insurance coverage required by this Section 7.01(h), the Administrative Agent may
(but shall not be obligated to) take out the required policies of insurance and pay the premiums on
the same. All amounts so advanced by the Administrative Agent shall become an Obligation, and the
Borrower shall forthwith pay such amounts to the Administrative Agent, together with interest from
the date of payment by the Administrative Agent at the Default Rate.



(i) Books and Records; Inspections. The Borrower shall keep proper books of record
and account in which complete, true and accurate entries in conformity with GAAP and all
requirements of Law shall be made of all financial transactions and matters involving the assets
and business of the Borrower, and shall maintain such books of record and account in material
conformity with applicable requirements of any Governmental Authority having regulatory
jurisdiction over the Borrower. The Borrower shall keep books and records separate from the books
and records of any other Person (including any Affiliates of the Borrower) that accurately reflect
all of its business affairs, transactions and the documents and other instruments that underlie or
authorize all of its limited liability company actions. The Borrower shall permit officers and
designated representatives of the Agents, Lenders and Consultants to visit and inspect any of the
properties of the Borrower (including the Project), to examine its limited liability company,
financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its
affairs, finances and accounts with its members, managers, directors, officers and independent
public accountants, all at the expense of the Borrower (provided that so long as no Event of
Default has occurred and is continuing, such visits or inspections shall be at the expense of the
Borrower only once per fiscal quarter) and at such reasonable times during normal business hours
and as often as may be reasonably desired, upon reasonable advance notice to the Borrower;
provided that if an Event of Default has occurred and is continuing, any Agent, Lender or
Consultant (or any of their respective officers or designated representatives) may do
any of the foregoing at the expense of the Borrower at any time during normal business hours
and without advance notice.


 


61









 






(j) 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.




 


62









 











	 	(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.






(k) 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).




 


63









 











	 	(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.






(l) 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.






 


64









 




(m) 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.






(n) 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.




 


65









 











	 	(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.





(o) Certificate of Formation. The Borrower shall observe all of the separateness and
other provisions and procedures of its certificate of formation and Borrower LLC Agreement.



(p) Separateness. The Borrower shall comply at all times with the separateness
provisions set forth on Schedule 5.24.



(q) Further Assurances. Upon written request of the Administrative Agent, the
Borrower shall promptly perform or cause to be performed any and all acts and execute or cause to
be executed any and all documents (including UCC financing statements and UCC continuation
statements):




	 	(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.





(r) First Priority Ranking. The Borrower shall cause its payment obligations with
respect to the Loans to constitute direct senior secured obligations of the Borrower and to rank no
less than pari passu (except with respect to Permitted Liens) in priority of payment, in right of
security and in all other respects to all other Indebtedness of the Borrower.



 


66









 




(s) Quarterly Calculations. Not more than three (3) Business Days prior to each
Quarterly Payment Date,




	 	(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.





Each such calculation pursuant to this Section 7.01(s) shall be subject to review by
the Administrative Agent.




(t) 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).





 


67









 





	 	(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.




 


68









 










(u) Interest Rate Protection Agreement. Within thirty (30) days after the Closing
Date, and at all times thereafter, the Borrower shall have in place Interest Rate Protection
Agreements with respect to at least fifty percent (50%) of the aggregate principal amount of all
Construction Loans and Term Loans projected to be outstanding from time to time; provided,
that the Borrower may not enter into Interest Rate Protection Agreements for notional amounts, in
the aggregate at the time of the execution thereof, in excess of the aggregate principal amount of
Loans outstanding on the date of such transaction.



(v) Commodity Hedging Programs. On or before the date that is two (2) months prior to
the date on which Substantial Completion (as defined in the Design-Build Agreement) occurs, the
Borrower shall propose a Commodity Risk Management Plan which shall be approved by the
Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed). The
Borrower may, from time to time, amend the Commodity Risk Management Plan; provided that
any material changes thereto shall require the prior written approval of the Administrative Agent,
which approval shall not be unreasonably withheld, conditioned or delayed. The Borrower at all
times shall comply in all material respects with, and shall ensure that all Commodity Hedging
Arrangements comply with, the Commodity Risk Management Plan.



(w) Debt Service Reserve. The Borrower shall ensure that the Debt Service Reserve
Account (i) is fully funded to the Debt Service Reserve Required Amount within one (1) year
following the Conversion Date, and (ii) thereafter remains fully funded at the Debt Service Reserve
Required Amount.



(x) Carbon Dioxide Agreement. On or before June 1, 2008, the Borrower will execute
and deliver the Carbon Dioxide Agreement and the Ancillary Documents relating thereto, in each case
in form and substance satisfactory to the Administrative Agent.



(y) Rail Car Lease. On or before June 1, 2008, the Borrower will (i) execute and
deliver the Rail Car Lease and the Ancillary Documents relating thereto, (ii) make all appropriate
filings in order to perfect the first-priority security interest granted to the Collateral Agent
(for the benefit of the Senior Secured Parties) pursuant to the Security Documents in the Rail Car
Lease and (iii) will deliver to the Administrative Agent an opinion of counsel to the Borrower
addressed to the Senior Secured Parties with respect to such security interest and the perfection
thereof, in each case in form and substance satisfactory to the Administrative Agent.



 


69











 



Section 7.02.
Negative Covenants.
The Borrower agrees with each Senior Secured Party that, until the
Security Discharge Date, the Borrower will perform the obligations
set forth in this Section 7.02.





(a) Restrictions on Indebtedness of the Borrower. The Borrower will not create,
incur, assume or suffer to exist any Indebtedness except:




	 	(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.





(b) Liens. The Borrower shall not create, incur, assume or suffer to exist any Lien
upon any of its property, revenues or assets (including its Equity Interests), whether now owned or
hereafter acquired, except:




	 	(i)	 	Liens in favor, or for the benefit, of the Collateral
Agent pursuant to the Security Documents;




 


70









 











	 	(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.





(c) Permitted Investments. The Borrower will not make any investments, loans or
advances (whether by purchase of stocks, bonds, notes or other securities, loans, extensions of
credit, advances or otherwise) other than (i) investments in Cash Equivalents, (ii) investments by
the Borrower in the Interest Rate Protection Agreements, (iii) Restricted Payments made as loans or
advances and (iv) pursuant to the Commodity Risk Management Plan.


 


71









 





(d) Change in Business. The Borrower shall not (i) enter into or engage in any
business other than the ownership, operation, maintenance, development, start-up,
testing, use and financing of the Project and all activities reasonably related thereto or
(ii)  change in any material respect the scope of the Project from that which is contemplated as of
the date hereof.



(e) Equity Issuances. The Borrower shall not issue any Equity Interests unless such
Equity Interests are immediately pledged to the Collateral Agent (for the benefit of the Senior
Secured Parties) on a first-priority perfected basis pursuant to the Pledge Agreement or, if
necessary, a supplement thereto or a pledge and security agreement in substantially the form of the
Pledge Agreement.



(f) Asset Dispositions. The Borrower shall not sell, lease, assign, transfer or
otherwise dispose of assets of the Project or the Borrower (other than Products or otherwise
pursuant to the Commodity Risk Management Plan), whether now owned or hereafter acquired, except:




	 	(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.





(g) Consolidation, Merger. The Borrower will not (i) directly or indirectly
liquidate, wind up, terminate, reorganize or dissolve itself (or suffer any liquidation, winding
up, termination, reorganization or dissolution); or (ii) acquire (in one transaction or a series of
related transactions) all or any substantial part of the assets, property or business of, or any
assets that constitute a division or operating unit of, the business of any Person or otherwise
merge or consolidate with or into any other Person.



(h) Transactions with Affiliates. The Borrower shall not enter into or cause, suffer
or permit to exist any arrangement or contract with any of its Affiliates or any other Person that
owns, directly or indirectly, any Equity Interest in the Borrower unless such arrangement or
contract (i) is fair and reasonable to the Borrower and (ii) is an arrangement or contract that is
on an arm’s-length basis and contains terms no less favorable than those that would be entered into
by a prudent Person in the position of the Borrower with a Person that is not one of its
Affiliates.


 


72









 






(i) Accounts. (i) The Borrower shall not maintain, establish or use any deposit
account, securities account (as each such term is defined in the UCC) or other banking account
other than the Project Accounts and any Local Account with respect to which a Blocked Account
Agreement is entered.




	 	(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.





(j) Subsidiaries. The Borrower shall not create or acquire any Subsidiary or enter
into any partnership or joint venture.



(k) ERISA. The Borrower will not engage in any nonexempt prohibited transactions
under Section 406 of ERISA or under Section 4975 of the Code with respect to any Plan or any other
employee benefit plan subject to ERISA that could reasonably result in a material liability to the
Borrower. The Borrower will not incur any obligation or liability in respect of any Plan,
Multiemployer Plan or employee welfare benefit plan providing post-retirement welfare benefits
(other than a plan providing continuation coverage under Part 6 of Title I of ERISA or similar
state law).



(l) Taxes. The Borrower shall not make any election to be taxable as a corporation
for federal, state or local tax purposes.



(m) 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.




 


73









 











	 	(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;




 


74









 











	 	(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.





(n) Subordinated Debt Agreements. The Borrower shall not enter into any amendment,
modification or supplement of any Subordinated Debt Document unless such amendment, modification or
supplement does not require the consent of the Administrative Agent pursuant to the Intercreditor
Agreement, and the Borrower shall not enter into any agreement or provide any undertaking or
Guarantee with respect to the Subordinated Debt other than the Subordinated Debt Documents.



(o) Additional Project Documents. The Borrower shall not enter into any Additional
Project Document except with the prior written approval of the Administrative Agent, which approval
will not be unreasonably withheld, conditioned or delayed.



(p) Suspension or Abandonment. The Borrower shall not (i) permit or suffer to exist
an Event of Abandonment or (ii) order or consent to any suspension of work under any Major Project
Document, in each case without the prior written consent of the Administrative Agent, which will
not be unreasonably withheld, conditioned or delayed.



(q) Use of Proceeds; Margin Regulations. The Borrower shall not use any proceeds of
any Loan other than in accordance with the provisions of ARTICLE II (Commitments and
Funding) and Section 7.01(g) (Affirmative Covenants — Use of Proceeds and Cash Flow).
The Borrower shall not use any part of the proceeds of any Loan to purchase or carry any Margin
Stock (as defined in Regulation U) or to extend credit to others for the purpose of purchasing or
carrying any Margin Stock. The Borrower shall not use the proceeds of any Loan in a manner that
could violate or be inconsistent with the provisions of Regulations T, U or X.


 


75









 





(r) Environmental Matters. The Borrower shall not permit (i) any underground storage
tanks to be located on any property owned or leased by the Borrower, (ii) any asbestos to be
contained in or form part of any building, building component, structure or office space owned or
leased by the Borrower, (iii) any polychlorinated biphenyls (PCBs) to be used or stored at any
property owned or leased by the Borrower or (iv) any other Materials of Environmental Concern to be
used, stored or otherwise be present at any property owned or leased by the Borrower, other than
Materials of Environmental Concern necessary for the construction or operation of the Project and
used in accordance with all Laws.



(s) Restricted Payments. The Borrower shall not make any Restricted Payments unless
each of the conditions set forth below has been satisfied:




	 	(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.




 


76









 










(t) Construction Budget. The Borrower, without the prior written approval of the
Administrative Agent in consultation with the Independent Engineer (such approval not to be
unreasonably withheld, conditioned or delayed), may not reallocate any portion of any Line Item
except to (i) reallocate the Contingency Line Item to pay for Change Orders permitted under this
Agreement, or to pay for fees and expenses of advisors and consultants (including legal counsel)
incurred in connection with the transactions contemplated by the Transaction Documents in excess of
the amounts then budgeted, up to two hundred fifty thousand Dollars ($250,000), (ii) apply
cost-savings from any completed Line Item (which completion has been confirmed by the Independent
Engineer) to one or more other Line Items, (iii) with the prior written consent of the
Administrative Agent in consultation with the Independent Engineer (such consent not to be
unreasonably withheld, conditioned or delayed), reallocate cost savings from a fixed price line
item (based upon an executed contract for that fixed price item) to one or more other Line Items,
or (iv) in addition to the reallocation permitted pursuant to items (i), (ii) and (iii) above,
reallocate amounts from the Contingency Line Item to other Line Items with the prior written
consent of the Administrative Agent in consultation with the Independent Engineer (such consent not
to be unreasonably withheld, conditioned or delayed).



(u) Commodity Hedging Arrangements. The Borrower shall not enter into any Commodity
Hedging Arrangements that:




	 	(i)	 	are not in accordance with the Commodity Risk Management
Plan; or






	 	(ii)	 	are for speculative purposes.





(v) Accounting Changes. The Borrower shall not make any change in (i) its accounting
policies or reporting practices, except as required by GAAP or as otherwise notified to the
Administrative Agent in writing (provided that the Borrower shall provide a historical
reconciliation for the prior period addressing any such change in accounting practices) or (ii) its
Fiscal Year without the prior written consent of the Administrative Agent, which will not be
unreasonably withheld, conditioned or delayed.



Section 7.03 Reporting Requirements. The Borrower will furnish to the Administrative
Agent and, at the request of any Lender, the Administrative Agent will forward to any such Lender:



(a) Quarterly Financial Statements. As soon as available and in any event within
forty-five (45) days after the end of the first three (3) Fiscal Quarters of each Fiscal Year,
unaudited financial statements, including balance sheets and statements of income and cash flows of
the Borrower for such Fiscal Quarter and for the period
commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal
Quarter, prepared in accordance with GAAP.


 


77









 





(b) Annual Financial Statements. As soon as available and in any event within ninety
(90) days after the end of each Fiscal Year, a copy of the annual audit report for such Fiscal Year
for the Borrower including therein balance sheets as of the end of such Fiscal Year and statements
of income and cash flows of the Borrower for such Fiscal Year, and accompanied by an unqualified
opinion of the Auditors stating that such financial statements present fairly in all material
respects the financial position of the Borrower for the periods indicated in conformity with GAAP
applied on a basis consistent with prior periods, which report and opinion shall not be subject to
any “going concern” or like qualification or exception or any qualification or exception as to the
scope of such audit.



(c) Certificate of Financial Officer. Concurrently with the delivery of the financial
statements referred to in Section 7.03(a) and (b) (Reporting Requirements), a
certificate executed by a Financial Officer of the Borrower stating that:




	 	(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.





(d) Auditor’s Letters. Promptly upon receipt, copies of any detailed audit reports,
management letters or recommendations submitted to the Borrower (or the audit or finance committee
of the Borrower) by the Auditors in connection with the accounts or books of the Borrower, or any
audit of the Borrower.


 


78









 





(e) Notice of Default or Event of Default. As soon as possible and in any event
within five (5) days after such officer becomes or should have become aware of the occurrence of
any Default or Event of Default, a statement of an Authorized Officer of the Borrower setting forth
details of such Default or Event of Default and the action that the Borrower has taken and proposes
to take with respect thereto.



(f) Notice of Other Events. Within five (5) days after the Borrower obtains knowledge
thereof, a statement of an Authorized Officer of the Borrower setting forth details of:




	 	(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.





(g) Project Document or Additional Project Document Notice. Promptly after delivery
or receipt thereof, copies of all material notices or documents given or received (x) pursuant to
the Borrower LLC Agreement or (y) by the Borrower pursuant to any Project Document, any Additional
Project Document or any documentation evidencing the Subordinated Debt, including:




	 	(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.





 


79









 










(h) Design-Build Agreement Notice. Within three (3) Business Days following receipt
thereof, the Borrower shall deliver to the Administrative Agent and the Independent Engineer any
monthly or other periodic report provided to the Borrower under the Design-Build Agreement.



(i) ERISA Event. As soon as possible and in any event within five (5) days after the
Borrower knows, or has reason to know, that any of the events described below has occurred, a duly
executed certificate of an Authorized Officer of the Borrower setting forth the details of each
such event and the action that the Borrower proposes to take with respect thereto, together with a
copy of any notice or filing from the PBGC, Internal Revenue Service or Department of Labor or that
may be required by the PBGC or other U.S. Governmental Authority with respect to each such 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;




 


80









 











	 	(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.





(j) Notice of PBGC Demand Letter. As soon as possible and in any event within five
(5) days after the receipt by the Borrower of a demand letter from the PBGC notifying the Borrower
of its final decision finding liability and the date by which such liability must be paid, a copy
of such letter, together with a duly executed certificate of the president or chief financial
officer of the Borrower setting forth the action the Borrower proposes to take with respect
thereto.



(k) Notice of Environmental Event. Promptly and in any event within ten (10) days
after the existence of any of the following conditions not already disclosed herein, a duly
executed certificate of an Authorized Officer of the Borrower specifying in detail the nature of
such condition and, if applicable, the Borrower’s proposed response thereto:




	 	(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;




 


81









 











	 	(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.





(l) Materials of Environmental Concern. The Borrower will maintain and make available
for inspection by the Administrative Agent, the Consultants and, if an Event of Default has
occurred and is continuing, the Lenders, and each of their respective agents and employees, on
reasonable notice during regular business hours, accurate and complete records of all material
non-privileged correspondence, investigations, studies, sampling and testing conducted, and any and
all remedial actions taken, by the Borrower or, to the best of the Borrower’s knowledge and to the
extent obtained by the Borrower, by any Governmental Authority or other Person in respect of
Materials of Environmental Concern that could reasonably be expected to form the basis of an
Environmental Claim on or affecting the Project.



(m) Deferred Approvals. Promptly after receipt thereof, copies of each Deferred
Approval obtained by the Borrower, together with such documents relating thereto as the
Administrative Agent may request, certified as true, complete and correct by an Authorized Officer
of the Borrower.



(n) Borrowing Base Certificate. As soon as available, but not later than fifteen
(15) days after the end of each calendar month, the Borrower shall deliver to the Administrative
Agent a Borrowing Base Certificate as of the last Business Day of the immediately preceding
calendar month.


 


82









 





(o) Operating Statements. Within forty-five (45) days after the end of each Fiscal
Quarter, the Borrower shall furnish to the Administrative Agent an Operating Statement regarding
the operation and performance of the Project for each monthly, quarterly and, in the case of the
last quarterly Operating Statement for each Fiscal Year, annual period substantially in the form of
Exhibit L. Such Operating Statements shall contain (i) line items corresponding to each
Operating Budget Category of the then current Operating Budget showing in reasonable detail by
Operating Budget Category all actual expenses related to the operation and maintenance of the
Project compared to the budgeted expenses for each such Operating Budget Category for such period,
(ii) information showing the amount of ethanol and other Products produced by the Project during
such period and (iii) information showing (A) the amount of ethanol sold by the Borrower from the
Project to pursuant to the Ethanol Agreement, (B) the amount of Distillers Grains sold by the
Borrower from the Project pursuant to the DG Marketing Agreement, and (C) the amount, if any, of
other sales of ethanol and/or Distillers Grains sold by the Borrower from the Project, together
with an explanation of any such sale and identification of the purchaser, and (D) the amount, if
any, of other Products sold by the Borrower from the Project, together with an explanation of any
such sale and identification of the purchaser. The Operating Statements shall be certified as
complete and correct in all material respects by an Authorized Officer of the Borrower, subject to
auditing review who also shall certify that, the expenses reflected therein for the year to date
and for each month or quarter therein did not exceed the provision for such period contained in the
Operating Budget then in effect by more than ten percent (10%) or, if any of such certifications
cannot be given, stating in reasonable detail the necessary qualifications to such certifications.



(p) Other Information. Other information reasonably requested by the Administrative
Agent or any Lender (through the Administrative Agent).



ARTICLE VIII




DEFAULT AND ENFORCEMENT




Section 8.01 Events of Default. Each of the following events or occurrences described
in this Section 8.01 shall constitute an Event of Default.



(a) Nonpayment. (i) The Borrower fails to pay any amount of principal of any Loan
when the same becomes due and payable or (ii) the Borrower fails to pay any interest on any Loan or
any fee or other Obligation or amount payable hereunder or under any other Financing Document
within three (3) Business Days after the same becomes due and payable.


 


83









 





(b) Breach of Warranty. Any representation or warranty of any Loan Party, any Major
Project Party or any party (other than a Senior Secured Party) to the Intercreditor Agreement or
Accounts Agreement made or deemed to be repeated in any Financing Document is incorrect or
misleading in any material respect when made or deemed made; provided that if (i) such party was
not aware that such representation or warranty was incorrect or misleading at the time such
representation or warranty was made or deemed repeated, (ii) the fact, event or circumstance
resulting in such incorrect or misleading representation or warranty is capable of being cured,
corrected or otherwise remedied, (iii) such fact, event or circumstance resulting in such incorrect
or misleading representation or warranty is cured, corrected or otherwise remedied within thirty
(30) days from the date any Loan Party obtains, or should have obtained, knowledge thereof, and
(iv) no Material Adverse Effect shall have occurred as a result of such representation or warranty
being incorrect or misleading, then such incorrect representation or warranty shall not constitute
an Event of Default.



(c) Non-Performance of Certain Covenants and Obligations. (i) The Borrower defaults
in the due performance and observance of any of its obligations under 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) and Section 7.03(f) (Reporting Requirements -Notice of Other Events) of
this Agreement , or Section 5.02 (Limitation of Liens) or Section 5.07 (Name; Jurisdiction of
Organization) of the Security Agreement; (ii) the Borrower or the Pledgor defaults in the due
performance and observance of any of its obligations under Section 5.02 (Limitation of Liens),
Section 5.04 (No Sale of Collateral), Section 5.05 (No Impairment of Security), Section 5.06
(Filing of Bankruptcy Proceedings) or Section 5.09 (Name; Jurisdiction of Organization) of the
Pledge Agreement; or (iii) any party (other than a Senior Secured Party or Southwest Georgia Farm
Credit, ACA) to the Accounts Agreement or the Intercreditor Agreement defaults in the due
performance and observance of any of its obligations under such agreements.



(d) Non-Performance of Other Covenants and Obligations. Any Loan Party, any Project
Party or any party (other than a Senior Secured Party or Southwest Georgia Farm Credit, ACA) to the
Intercreditor Agreement or the Accounts Agreement defaults in the due performance and observance of
any covenant or agreement (other than covenants and agreements referred to in Section 8.01(a)
(Events of Default – Nonpayment) or Section 8.01(c) (Events of Default – Non-Performance of
Certain Covenants and Obligations)) contained in any Financing Document, and such default
continues unremedied for a period of thirty (30) days after the Borrower obtains, or
should have obtained, knowledge thereof; provided, that a breach of Section
7.03(c)(iii) (Reporting Requirements — Certificate of Financial Officer) arising due to the
existence of a Default shall not constitute an Event of Default unless such breach continues
unremedied for the number of days specified for such Default.


 


84









 





(e) Final Completion. Final Completion does not occur on or before the Conversion
Date Certain.



(f) Cross Defaults. Any one of the following occurs with respect to the Borrower, the
Pledgor or any Major Project Party with respect to any of its Indebtedness (other than the
Obligations):




	 	(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




 


85









 











	 	(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.





(g) Judgments. (i) Any judgment or order that has or could reasonably be expected to
have a Material Adverse Effect is rendered against any Loan Party or any Major Project Party, or
(ii) any judgment or order is rendered against the Borrower or the Pledgor in an amount in excess
of one million Dollars ($1,000,000) in the aggregate, and, in any such case, (x) enforcement
proceedings are commenced by any creditor upon such judgment or order or (y) there is a period of
thirty (30) consecutive days during which a stay of enforcement of such judgment is not in effect;
provided, that any such occurrence shall not constitute an Event of Default with respect to
any 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.



(h) ERISA Events. (i) Any Termination Event occurs, (ii) any Plan incurs an
“accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA),
(iii) the Borrower or an ERISA Affiliate engages in a transaction with respect to any Plan or any
other employee benefit plan subject to ERISA that is prohibited under Section 4975 of the Code or
Section 406 of ERISA for which there is no regulatory, statutory or administrative exemption,
(iv) the Borrower or any ERISA Affiliate fails to pay when due any amount it has become liable to
pay to the PBGC (other than premium payments), any Plan or a trust established under Title IV of
ERISA, (v) a condition exists by reason of which the PBGC would be entitled to obtain a decree
adjudicating that an ERISA Plan must be terminated or have a trustee appointed to administer it,
(vi) the Borrower or any ERISA Affiliate suffers a partial or complete withdrawal from a
Multiemployer Plan or is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to
payments to a Multiemployer Plan, (vii) a proceeding is instituted against the Borrower to enforce
Section 515 of ERISA, (viii) the aggregate amount of the then “current liability” (as defined in
Section 412(l)(7) of the Code, as amended) of all accrued benefits under a Plan exceeds the then
current value of the assets allocable to such benefits by more than one million Dollars
($1,000,000) at such time, or (ix) any other event or condition occurs or exists with respect to
any Plan
that would subject the Borrower to any material tax, material penalty or other material
liability.


 


86









 





(i) Bankruptcy, Insolvency. The Borrower, the Pledgor or any Major Project Party:




	 	(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);




 


87









 











	 	(v)	 	takes any action authorizing, or in furtherance of, any
of the foregoing; or






	 	(vi)	 	ceases to be Solvent;





provided, that such occurrence shall not constitute an Event of Default with respect to any
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.



(j) 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









 










(k) Governmental Approvals. The Borrower fails to obtain, renew, maintain or comply
in all material respects with any Necessary Project Approval then required to
be maintained, or any Necessary Project Approval then required to be maintained is revoked,
canceled, terminated, withdrawn or otherwise ceases to be in full force and effect, or any
Necessary Project Approval then required to be maintained is adversely modified without the consent
of the Required Lenders, or a proceeding is commenced which could reasonably produce any such
result.



(l) Unenforceability of Documentation. At any time after the execution and delivery
thereof:




	 	(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.





(m) Environmental Matters. (i) Any Environmental Claim has occurred with respect to
the Borrower, the Project or any Environmental Affiliate, (ii) any release, Threat of Release,
emission, discharge, disposal or presence of any Material of Environmental Concern occurs, and such
event could reasonably be expected to form the basis of an Environmental Claim against the
Borrower, the Project or any Environmental Affiliate, or (iii) any violation or alleged violation
of any Environmental Law or Environmental Approval occurs that would reasonably result in an
Environmental Claim against the Borrower or the Project or, to the extent the Borrower may have
liability, any Environmental Affiliate that, in the case of any of Section 8.01(m)(i),
(ii) or (iii), could reasonably be expected to result in liability for the Borrower
in an amount greater than two hundred fifty thousand Dollars ($250,000) for any single claim or
seven hundred fifty thousand Dollars ($750,000) for all such claims during any twelve (12) month
period or could otherwise reasonably be expected to result in a Material Adverse Effect.


 


89









 





(n) Loss of Collateral. Any portion of the Collateral (other than a portion that is
immaterial) is damaged, seized or appropriated; provided that such an occurrence shall not
constitute an Event of Default if the Borrower repairs, replaces, rebuilds or refurbishes such
damaged, seized or appropriated Collateral (i) in accordance with Section 12.01(d) of the Accounts
Agreement, or (ii) otherwise with the approval of the Required Lenders, in consultation with the
Independent Engineer (provided that such approval is obtained within sixty (60) days
thereof).



(o) Event of Abandonment. An Event of Abandonment occurs.



(p) Taking or Total Loss. An Event of Taking with respect to all or a material
portion of the Project or any Equity Interests in the Borrower occurs, or an Event of Total Loss
occurs.



(q) Change of Control. A Change of Control occurs.



Section 8.02 Action Upon Bankruptcy. If any Event of Default described in Section
8.01(i) (Events of Default – Bankruptcy, Insolvency) occurs with respect to the Borrower, any
outstanding Construction Loan Commitments, Term Loan Commitments or Working Capital Loan
Commitments (if not theretofore terminated) shall automatically terminate. The outstanding
principal amount of the outstanding Loans and all other Obligations shall automatically be and
become immediately due and payable, without notice, demand or further act of the Administrative
Agent, the Collateral Agent or any other Senior Secured Party.



Section 8.03 Action Upon Other Event of Default. (a) If any other Event of Default
occurs and is continuing for any reason, whether voluntary or involuntary, and is continuing, the
Administrative Agent may, or upon the direction of the Required Lenders shall, by written notice to
the Borrower, declare all or any portion of the outstanding principal amount of the Loans and other
Obligations to be due and payable and/or any outstanding Construction Loan Commitments, Term Loan
Commitments or Working Capital Loan Commitments (if not theretofore terminated) to be terminated,
whereupon the full unpaid amount of such Loans and other Obligations that has been declared due and
payable shall be and become immediately due and payable, without further notice, demand or
presentment and/or, as the case may be, any outstanding Construction Loan Commitments or Term Loan
Commitments shall terminate. During the continuance of an Event of Default, the Administrative
Agent may, or upon the direction of the Required Lenders shall, instruct the Collateral Agent to
exercise any or all remedies provided for under this Agreement or the other Financing Documents.


 


90









 





(b) Any declaration made pursuant to Section 8.03(a) may, should the Required Lenders
in their sole and absolute discretion so elect, be rescinded by written
notice to the Borrower at any time after the principal of the Loans has become due and
payable, but before any judgment or decree for the payment of the monies so due, or any part
thereof, has been entered; provided that no such rescission or annulment shall extend to or
affect any subsequent Event of Default or impair any right consequent thereon.



Section 8.04 Application of Proceeds. Any moneys received by the Collateral Agent
after the occurrence and during the continuance of an Event of Default may be held by the
Collateral Agent as Collateral and/or, at the direction of the Administrative Agent, may be applied
in the following order of priority:



(a) first, to payment of that portion of the Obligations constituting fees, costs and
expenses (including fees, costs and expenses of counsel) (and interest owing thereon (if any)) and
any other amounts (including fees, costs and expenses of legal counsel and amounts payable under
Section 3.13 (Fees)) payable to the Agents in their capacities as such ratably among them
in proportion to the amounts described in this clause first;



(b) second, to the payment of that portion of the Obligations constituting fees,
costs, expenses (and interest owing thereon (if any)) and any other amounts (including costs, fees
and expenses of legal counsel and amounts payable under ARTICLE IV (Eurodollar Rate and Tax
Provisions) of this Agreement, but excluding principal of and accrued interest on the Loans or
any Primary Swap Obligations) payable to the Lenders and the Interest Rate Protection Providers,
ratably among the Lenders and the Interest Rate Protection Providers in proportion to the amounts
described in this clause second payable to them;



(c) third, to payment of the portion of the Obligations constituting accrued and
unpaid interest (including default interest) with respect to the Loans and Net Swap Payments under
the Interest Rate Protection Agreements, ratably among the Lenders and the Interest Rate Protection
Providers in proportion to the respective amounts described in this clause third payable to
them;



(d) fourth, to the principal amount of the Loans and any Swap Termination Value
payable by the Borrower to the Lenders and the Interest Rate Protection Providers, ratably among
the Lenders and the Interest Rate Protection Providers in proportion to the respective amounts
described in this clause fourth held by them; and



(e) last, the balance, if any, after all of the Obligations have been indefeasibly
paid in full, to the Borrower or as otherwise required by applicable Law.


 


91









 





ARTICLE IX




THE AGENTS




Section 9.01 Appointment and Authority. (a) Each Lender (in its capacity as Lender
and on behalf of itself and its Affiliates as a potential Interest Rate Protection Provider) hereby
irrevocably appoints, designates and authorizes each Agent to take such action on its behalf under
the provisions of this Agreement and each other Financing Document and to exercise such powers and
perform such duties as are expressly delegated to such Agent by the terms of this Agreement or any
other Financing Document, together with such actions as are reasonably incidental thereto. The
provisions of this ARTICLE IX are solely for the benefit of the Agents and the Lenders, and
neither the Borrower nor any other Person shall have rights as a third party beneficiary of any of
such provisions.



(b) Each Lender (in its capacity as Lender and on behalf of itself and its Affiliates as a
potential Interest Rate Protection Provider) hereby appoints WestLB as its Administrative Agent
under and for purposes of each Financing Document to which it is a party. WestLB hereby accepts
this appointment and agrees to act as the Administrative Agent for the Lenders in accordance with
the terms of this Agreement. Each Lender appoints and authorizes the Administrative Agent to act
on behalf of such Lender under each Financing Document to which it is a party and, in the absence
of other written instructions from the Required Lenders received from time to time by the
Administrative Agent (with respect to which the Administrative Agent agrees that it will comply,
except as otherwise provided in this Section 9.01 or as otherwise advised by counsel), to
exercise such powers hereunder and thereunder as are specifically delegated to or required of the
Administrative Agent by the terms hereof and thereof, together with such powers as may be
reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere
in any Financing Document, the Administrative Agent shall not have any duties or responsibilities
except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to
have any fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into any Financing Document or
otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing
sentence, the use of the term “agent” in this Agreement with reference to the Administrative Agent
is not intended to connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market
custom, and is intended to create or reflect only an administrative relationship between
independent contracting parties.



 


92









 





(c) Each Lender (in its capacity as Lender and on behalf of itself and its Affiliates as a
potential Interest Rate Protection Provider) hereby appoints WestLB as its
Collateral Agent under and for purposes of each Financing Document to which it is a party.
WestLB hereby accepts this appointment and agrees to act as the Collateral Agent for the Senior
Secured Parties in accordance with the terms of this Agreement. Each of the Lenders hereby
irrevocably appoints and authorizes the Collateral Agent to act as the agent of such Lender for
purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the
Borrower or the Pledgor to the Collateral Agent in order to secure any of the Obligations, together
with such powers and discretion as are reasonably incidental thereto. In this connection any
co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to
Section 9.05 (Delegation of Duties) for purposes of holding or enforcing any Lien on the
Collateral (or any portion thereof) granted under the Security Documents, or for exercising any
rights and remedies thereunder at the direction of the Collateral Agent, as the case may be, shall
be entitled to the benefits of all provisions of this ARTICLE IX and ARTICLE X
(Miscellaneous Provisions) (including Section 10.08 (Indemnification by the Borrower),
as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the
Financing Documents. Notwithstanding any provision to the contrary contained elsewhere in any
Financing Document, the Collateral Agent shall not have any duties or responsibilities except those
expressly set forth herein or in the other Financing Documents to which the Collateral Agent is
party, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the
Borrower or any Senior Secured Party, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into any Financing Document or otherwise exist
against the Collateral Agent. Each of the Collateral Agent and the Administrative Agent shall have
the right at any time to seek instructions from the Required Lenders or, in the case of the
Collateral Agent, the Administrative Agent as to any discretionary actions contemplated hereby or
in any other Financing Document or if this Agreement or any other Financing Document is silent as
to any matter requiring action by the Collateral Agent and shall be fully protected in accordance
with Section 9.03 (Exculpatory Provisions) and Section 9.04 (Reliance by Agents)
when acting upon such instructions. Any action taken by the Collateral Agent or the Administrative
Agent under or in relation to this Agreement and any other Financing Document to which it is party
with requisite authority or on the basis of appropriate instructions received from the Lenders (or
otherwise as duly authorized) shall be binding on each Lender and, in the case of the Collateral
Agent, each Interest Rate Protection Provider. Without limiting the generality of the foregoing
sentence, the use of the term “agent” in this Agreement with reference to the Collateral Agent is
not intended to connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market
custom, and is intended to create or reflect only an administrative relationship between
independent contracting parties.


 


93









 





Section 9.02 Rights as a Lender or Interest Rate Protection Provider. Each Person
serving as Agent hereunder or under any other Financing Document shall have the same rights and
powers in its capacity as a Lender or Interest Rate Protection Provider, as the case may be, as any
other Lender or Interest Rate Protection Provider, as the case may be, and may exercise the same as
though it were not an Agent. Each such Person and its Affiliates may accept deposits from, lend
money to, act as the financial advisor for, or in any other advisory capacity for, and generally
engage in any kind of business with the Borrower or Affiliates of the Borrower as if such Person
were not an Agent hereunder and without any duty to account therefor to the Lenders, any other
Agent or the Interest Rate Protection Provider.



Section 9.03 Exculpatory Provisions. (a) No Agent nor any of its respective
directors, officers, employees or agents shall have any duties or obligations except those
expressly set forth herein and in the other Financing Documents to which it is party. Without
limiting the generality of the foregoing, no Agent shall:




	 	(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









 











(b) No Agent nor any of its respective directors, officers, employees or agents shall be
liable for any action taken or not taken by it (i) with the prior written consent or at the request
of the Required Lenders (or such other number or percentage of the Lenders as may be necessary, or
as such Agent may reasonably believe in good faith to be necessary, under the circumstances as
provided in Section 9.01 (Appointment and Authority)), (ii) in connection with any
amendment, consent, approval or waiver which it is permitted under the Financing Documents to enter
into, agree to or grant or (iii) in the absence of its own gross negligence or willful misconduct.
Each Agent shall be deemed not to have knowledge of any Default or Event of Default unless and
until notice describing such Default or Event of Default is given to such Agent in writing by the
Borrower or a Lender.



(c) No Agent nor any of its respective directors, officers, employees or agents shall be
responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Financing Document,
(ii) the contents of any certificate, report, opinion or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or observance of any of
the covenants, agreements or other terms or conditions set forth herein or therein (including the
use of proceeds) or the occurrence or continuance of any Default or Event of Default, (iv) the
execution, validity, enforceability, effectiveness, genuineness or admissibility into evidence of
this Agreement, any other Financing Document or any other agreement, instrument or document, or the
creation, perfection or priority of any Lien or security interest created or purported to be
created by any Security Document (or title to or rights in any Collateral under any Security
Document), or (v) the satisfaction of any condition set forth in ARTICLE VI (Conditions
Precedent) or elsewhere herein, other than to confirm receipt of items expressly required to be
delivered to any such Agent.



(d) Each Agent may, unless and until it shall have received directions from the Lenders, take
such action or refrain from taking such action in respect of a Default or Event of Default of which
such Agent has been advised in writing by the Lenders as it shall reasonably deem advisable in the
best interests of the Lenders (but shall not be obligated to do so).


 


95









 





(e) The Collateral Agent may refrain from acting in accordance with any instructions of the
Lenders to institute any legal proceedings arising out of or in connection with this Agreement or
any other Financing Document until it has been indemnified and/or secured to its satisfaction
against any and all costs, expenses or liabilities (including legal fees and expenses) which it
would or might reasonably be expected to incur as a result.



(f) No Agent shall be required to advance or expend any funds or otherwise incur any financial
liability in the performance of its duties or the exercise of its powers or rights hereunder or
under any Financing Document to which it is party unless it has been provided with security or
indemnity reasonably satisfactory to it against any and all liability or expense which may be
incurred by it by reason of taking or continuing to take such action.



Section 9.04 Reliance by Agents. Each Agent shall be entitled to rely upon, and shall
not (nor shall any of its directors, officers, employees or agents) incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document or other writing
(including any electronic message, internet or intranet website posting or other distribution)
reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by
the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone
and reasonably believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon. In determining compliance with any condition hereunder to the
making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, each Agent
may presume that such condition is satisfactory to such Lender unless such Agent shall have
received written notice to the contrary from such Lender prior to the making of such Loan. Each
Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants
and other experts reasonably selected by it, and shall not be liable for any action taken or not
taken by it in accordance with the advice of any such counsel, accountants or experts. Each Agent
may at any time and from time to time solicit written instructions in the form of directions from
the Required Lenders or an order of a court of competent jurisdiction as to any action that it may
be requested or required to take, or that it may propose to take, in the performance of any of its
obligations under this Agreement or any other Financing Document to which it is party.



Section 9.05 Delegation of Duties. Each Agent may perform any and all of its duties
and exercise any and all its rights and powers hereunder or under any other Financing Document by
or through any one or more sub-agents appointed by such Agent. Absent gross negligence or willful
misconduct in selecting a sub-agent, no Agent shall be responsible for any action of, or failure to
act by, any sub-agent that has been approved by the Required Lenders. Each Agent and any such
sub-agent may perform any and all of its duties and exercise its rights and powers by or through
their respective Related
Parties. The exculpatory provisions of this ARTICLE IX shall apply to any such
sub-agent and to the Related Parties of such Agent and any such sub-agent, and shall apply to their
respective activities in connection with their acting as Agent.


 


96









 





Section 9.06 Resignation or Removal of Agent. (a) Any Agent may resign from the
performance of all its functions and duties hereunder and/or under the other Financing Documents at
any time by giving thirty (30) days’ prior notice to the Borrower and the Lenders. Any Agent may
be removed at any time by the Required Lenders. Such resignation or removal shall take effect upon
the appointment of a successor Agent, in accordance with this Section 9.06.



(b) Upon any notice of resignation by any Agent or upon the removal of any Agent by the
Required Lenders, the Required Lenders shall appoint a successor Agent hereunder and under each
other Financing Document who shall be a commercial bank having a combined capital and surplus of at
least two hundred fifty million Dollars ($250,000,000).



(c) If no successor Agent has been appointed by the Required Lenders within thirty (30) days)
after the date such notice of resignation was given by such Agent or the Required Lenders elected
to remove such Agent, any Senior Secured Party may petition any court of competent jurisdiction for
the appointment of a successor Agent. Such court may thereupon, after such notice, if any, as it
may deem proper, appoint a successor Agent, as applicable, who shall serve as Agent hereunder and
under each other Financing Document until such time, if any, as the Required Lenders appoint a
successor Agent, as provided above.



(d) Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
(or removed) Agent, and the retiring (or removed) Agent shall be discharged from all of its duties
and obligations hereunder and under the other Financing Documents. After the retirement or removal
of any Agent hereunder and under the other Financing Documents, the provisions of this ARTICLE
IX shall continue in effect for the benefit of such retiring (or removed) Agent, its sub-agents
and their respective Related Parties in respect of any actions taken or omitted to be taken by any
of them while such Agent was acting as Agent.



(e) If a retiring (or removed) Agent is the Collateral Agent, such Collateral Agent will
promptly transfer any Collateral in the possession or control of such Collateral Agent to the
successor Collateral Agent and will, subject to payment of its reasonable costs and expenses
(including counsel fees and expenses), execute and deliver such notices, instructions and
assignments as may be reasonably necessary or
desirable to transfer the rights of the Collateral Agent with respect to such Collateral
property to the successor Collateral Agent.


 


97









 





Section 9.07 No Amendment to Duties of Agent Without Consent. No Agent shall be bound
by any waiver, amendment, supplement or modification of this Agreement or any other Financing
Document that affects its rights or duties hereunder or thereunder unless such Agent shall have
given its prior written consent, in its capacity as Agent, thereto.



Section 9.08 Non-Reliance on Agent and Other Lenders. Each Lender acknowledges that
it has, independently and without reliance upon any Agent or any other Lender or any of their
Related Parties and based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement and make its Loans. Each Lender also
acknowledges that it will, independently and without reliance upon any Agent or any other Lender or
any of their Related Parties and based on such documents and information as it shall from time to
time deem appropriate, continue to make its own decisions in taking or not taking action under or
based upon this Agreement, any other Financing Document or any related agreement or any document
furnished hereunder or thereunder.



Section 9.09 No Lead Arranger or Bookrunner Duties. Anything herein to the contrary
notwithstanding, no lead arranger or bookrunner shall have any powers, duties or responsibilities
under this Agreement or any of the other Financing Documents, except in its capacity, as
applicable, as an Agent or a Lender hereunder.



Section 9.10 Collateral Agent May File Proofs of Claim. (a) In case of the pendency
of any Insolvency or Liquidation Proceeding relative to the Borrower or the Pledgor (including any
event described in Section 8.01(i) (Events of Default – Bankruptcy, Insolvency), the
Collateral Agent (irrespective of whether the principal of any Loan shall then be due and payable
as herein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent
or any other Senior Secured Party shall have made any demand on the Borrower) shall be entitled and
empowered, but shall not be obligated, by intervention in such proceeding or otherwise:




	 	(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









 










(b) Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such judicial proceeding is hereby authorized by each Lender to make such payments
to the Collateral Agent and, in the event that the Collateral Agent consents to the making of such
payments directly to the Lenders, to pay to the Collateral Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of the Agents and their respective agents and
counsel, and any other amounts due the Agents under Section 3.13 (Fees), Section 10.06
(Costs and Expenses) and Section 10.08 (Indemnification by the Borrower).



(c) Nothing contained herein shall be deemed to authorize the Collateral Agent to authorize or
consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the
Collateral Agent to vote in respect of the claim of any Lender in any such proceeding.



Section 9.11 Collateral Matters. (a) The Lenders irrevocably authorize the
Collateral Agent to release any Lien on any property granted to or held by the Collateral Agent
under any Financing Document for the benefit of the Senior Secured Parties (i) upon the occurrence
of the Security Discharge Date, (ii) if approved, authorized or ratified in writing in accordance
with Section 10.01 (Amendments, Etc.) or (iii) as permitted pursuant to the terms of the
Financing Documents (including as contemplated by Section 7.02(f) (Negative Covenants — Asset
Dispositions)).



(b) Upon request by the Collateral Agent at any time and from time to time, the Lenders will
confirm in writing the Collateral Agent’s authority to release its interest in particular types or
items of property pursuant to this Section 9.11. In each case as specified in this
Section 9.11, the Collateral Agent will, at the Borrower’s expense, execute and deliver to
the Borrower or the Pledgor, as the case may be, such documents as such Person may reasonably
request to evidence the release of such item of Collateral from the assignment and security
interest granted under the Security Documents in accordance with the terms of the Financing
Documents and this Section 9.11.


 


99









 





(c) Except for the safe custody of any Collateral in its possession and the accounting for
moneys actually received by it hereunder or under any of the other Financing Documents to which it
is party, the Collateral Agent shall have no duty as to
any Collateral, as to ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the
Collateral Agent is deemed to have knowledge of such matters, or as to taking of any necessary
steps to preserve rights against any parties or any other rights pertaining to any Collateral
(including the filing of UCC continuation statements). The Collateral Agent shall be deemed to
have exercised appropriate and due care in the custody and preservation of any Collateral in its
possession if such Collateral is accorded treatment substantially equal to that which other
collateral agents accord similar property under financing similar to the Loans.



Section 9.12 Copies. Each Agent shall give prompt notice to each Lender of each
material notice or request required or permitted to be given to such Agent by the Borrower pursuant
to the terms of this Agreement or any other Financing Document (other than instructions for the
transfer of funds from Project Accounts pursuant to the Accounts Agreement or if otherwise
concurrently delivered to the Lenders by the Borrower). Each Agent will promptly distribute to
each Lender each document or instrument (including each document or instrument delivered by the
Borrower to such Agent pursuant to ARTICLE V (Representations and Warranties), ARTICLE
VI (Conditions Precedent) and ARTICLE VII (Covenants)) received for its account and
copies of all other communications received by such Agent from the Borrower for distribution to the
Lenders by such Agent in accordance with the terms of this Agreement or any other Financing
Document.



Section 9.13 No Liability for Clean-up of Materials of Environmental Concern. If the
Collateral Agent is required to acquire title to an asset for any reason, or take any managerial
action of any kind in regard thereto, in order to carry out any duty or obligation for the benefit
of another, which in the Collateral Agent’s sole discretion may cause the Collateral Agent to be
considered an “owner or operator” under any Environmental Laws or otherwise cause the Collateral
Agent to incur, or be exposed to, any environmental liabilities or any liability under any other
federal, state or local law, the Collateral Agent reserves the right, instead of taking such
action, either to resign as Collateral Agent or to arrange for the transfer of the title or control
of the asset to a court-appointed receiver. The Collateral Agent will not be liable to any Person
for any environmental liabilities or any environmental claims or contribution actions under any
federal, state or local law, rule or regulation by reason of the Collateral Agent’s action and
conduct as authorized, empowered or directed hereunder or relating to any kind of discharge or
release or threatened discharge or release of any Materials of Environmental Concern into the
environment.


 


100









 





ARTICLE X




MISCELLANEOUS PROVISIONS




Section 10.01 Amendments, Etc. No amendment or waiver of any provision of this
Agreement or any other Financing Document, and no consent to any departure by the Borrower, the
Pledgor or any party (other than a Senior Secured Party) to the Intercreditor Agreement or Accounts
Agreement therefrom, shall be effective unless in writing signed by the Required Lenders (or, if
expressly contemplated hereby, the Administrative Agent) and, in the case of an amendment, the
Borrower, the Pledgor or such party to the Intercreditor Agreement or Accounts Agreement, as the
case may be, and in each such case acknowledged by the Administrative Agent, and each such waiver
or consent shall be effective only in the specific instance and for the specific purpose for which
given; provided that no such amendment, waiver or consent shall:



(a) extend or increase the Aggregate Loan Commitment or the Commitment of any Lender (or
reinstate any Commitment terminated pursuant to Section 8.03(a) (Action Upon Other Event of
Default) without the prior written consent of such Lender (other than any Non-Voting Lender);



(b) postpone any date scheduled for any payment of principal or interest under Section
3.01 (Repayment of Construction Loan Fundings), Section 3.02 (Repayment of Term Loan
Fundings) or Section 3.03 (Repayment of Working Capital Loan Fundings) or Section
3.04 (Interest Payment Dates), or any date fixed by the Administrative Agent for the payment of
fees or other amounts due to the Lenders (or any of them) hereunder or under any other Financing
Document without the prior written consent of each Lender affected thereby (other than any
Non-Voting Lender);



(c) reduce the principal of, or the rate of interest specified herein on, any Loan, or any
Fees or other amounts (including the Required Cash Sweep or any other mandatory prepayments under
Section 3.10 (Mandatory Prepayment)) payable hereunder or under any other Financing
Document to any Lender without the prior written consent of each Lender directly affected thereby
(other than any Non-Voting Lender); provided that only the prior written consent of the
Required Lenders shall be necessary to amend the definition of Default Rate or to waive any
obligation of the Borrower to pay interest at the Default Rate;



(d) change the order of application of any reduction in the Commitments or any prepayment of
Loans from the application thereof set forth in the applicable provisions of Section 2.07
(Termination or Reduction of Commitments), Section 3.09 (Optional Prepayment) or
Section 3.10 (Mandatory Prepayment) in any manner without
the prior written consent of each Lender affected thereby (other than any Non-Voting Lender);


 


101









 





(e) change any provision of this Section 10.01, the definition of Required Lenders or
any other provision of any Financing Document specifying the number or percentage of Lenders
required to amend, waive or otherwise modify any rights under any Financing Document (including any
such provision specifying the number or percentage of Lenders required to waive any Event of
Default or forbear from taking any action or pursuing any remedy with respect to any Event of
Default), or make any determination or grant any consent under any Financing Document, without the
prior written consent of each Lender (other than any Non-Voting Lender);



(f) release (i) the Borrower from all or substantially all of its obligations (except for
obligations that are expressly covered in clauses (a) — (e) above or (g) below) under any Financing
Document, or (ii) Collateral with a fair market value, or a disposal price, of more than fifteen
million Dollars ($15,000,000) in any transaction or series of related transactions, without the
prior written consent of each Lender (other than any Non-Voting Lender);



and provided further that (i) no amendment, waiver or consent shall, unless in
writing and signed by an Agent in addition to the Lenders required above, affect the rights or
duties of, or any fees or other amounts payable to, such Agent under this Agreement or any other
Financing Document; and (ii) Section 10.03(h) (Assignments) may not be amended, waived or
otherwise modified without the prior written consent of each Granting Lender all or any part of
whose Loan is being funded by an SPV at the time of such amendment, waiver or other modification.



Notwithstanding the other provisions of this Section 10.01, the Borrower, the
Collateral Agent and the Administrative Agent may (but shall have no obligation to) amend or
supplement the Financing Documents without the consent of any Lender solely: (i) to cure any
ambiguity, defect or inconsistency; (ii) to make any change that would provide any additional
rights or benefits to the Lenders or (iii) to make, complete or confirm any grant of Collateral
permitted or required by this Agreement or any of the Security Documents or any release of any
Collateral that is otherwise permitted under the terms of this Agreement and the Security
Documents.



Section 10.02 Applicable Law; Jurisdiction; Etc. (a) GOVERNING LAW. THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, UNITED STATES OF AMERICA, WITHOUT REFERENCE TO CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW).


 


102









 





(b) SUBMISSION TO JURISDICTION. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS,
FOR ITSELF AND ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT
OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF
ANY JUDGMENT, AND THE BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF
ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. THE BORROWER AGREES THAT A
FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
AGREEMENT OR IN ANY OTHER FINANCING DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY SENIOR SECURED PARTY
MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER
FINANCING DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.



(c) WAIVER OF VENUE. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER FINANCING DOCUMENT IN ANY COURT REFERRED TO IN SECTION 10.02(b). THE BORROWER HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.



(d) Appointment of Process Agent and Service of Process. The Borrower hereby
irrevocably appoints C T Corporation System, with an office on the date hereof at 111 Eighth
Avenue, New York, New York 10011, as its agent to receive on behalf of itself services of copies of
the summons and complaint and any other process that may be served in any such action or proceeding
in the State of New York. If for any reason the Process Agent shall cease to act as such for any
Person, such Person hereby agrees to designate a new agent in New York City on the terms and for
the purposes of this Section 10.02 reasonably satisfactory to the Administrative Agent.
Such service may be



 


103









 





made by mailing or delivering a copy of such process to such Person in care of the Process
Agent at the Process Agent’s above address, and the Borrower hereby irrevocably authorizes and
directs the Process Agent to accept such service on its behalf. As an alternative method of
service, the Borrower also irrevocably consents to the service of any and all process in any such
action or proceeding by the air mailing of copies of such process to such Person at its then
effective notice addresses pursuant to Section 10.11 (Notices and Other Communications).
Nothing in this Agreement shall affect any right that any party may otherwise have to bring any
action or proceeding relating to this Agreement or any other Financing Document in the courts of
any jurisdiction.



(e) Immunity. To the extent that the Borrower has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether through service or
notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with
respect to itself or its property, the Borrower hereby irrevocably and unconditionally waives such
immunity in respect of its obligations under the Financing Documents and, without limiting the
generality of the foregoing, agrees that the waivers set forth in this Section 10.02(e)
shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the
United States and are intended to be irrevocable for purposes of such Act.



(f) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
FINANCING DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER FINANCING
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
10.02.


 


104









 





Section 10.03 Assignments. (a) The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights
or obligations hereunder without the prior written consent of each Agent and Lender, and no Lender
may assign or otherwise transfer any of its rights
or obligations hereunder except (i) to an Eligible Assignee in accordance with Section
10.03(b), (ii) by way of participation in accordance with Section 10.03(d), (iii) by
way of pledge or assignment of a security interest subject to the restrictions of Section
10.03(f), or (iv) to an SPV in accordance with the provisions of Section 10.03(h) (and
any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in
this Agreement, express or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby, Participants to the
extent provided in this Section 10.03 and, to the extent expressly contemplated hereby, the
Related Parties of each Agent and Lender) any legal or equitable right, remedy or claim under or by
reason of this Agreement.



(b) Any Lender may at any time after the date hereof assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Agreement (including all or a portion of
its Commitment and the Loans at the time owing to it); provided that (i) except in the case
of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans
at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or
an Approved Fund with respect to a Lender, the Commitment (which for this purpose includes the
Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal
outstanding balance of the Loans of the assigning Lender subject to each such assignment,
determined as of the date the Lender Assignment Agreement with respect to such assignment is
delivered to the Administrative Agent or, if “Trade Date” is specified in the Lender Assignment
Agreement, as of the Trade Date, shall not be less than three million Dollars ($3,000,000) and in
integral multiples of one million Dollars ($1,000,000) in excess thereof, unless the Administrative
Agent otherwise consents in writing; (ii) each partial assignment shall be made as an assignment of
a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with
respect to the Loan or the Commitment assigned; (iii) the parties to each assignment shall execute
and deliver to the Administrative Agent a Lender Assignment Agreement, together with a processing
and recordation fee of two thousand five hundred Dollars ($2,500); provided that (A) no
such fee shall be payable in the case of an assignment to a Lender, an Affiliate of a Lender or an
Approved Fund with respect to a Lender and (B) in the case of contemporaneous assignments by a
Lender to one or more Approved Funds managed by the same investment advisor (which Approved Funds
are not then Lenders hereunder), only a single such two thousand five hundred Dollar ($2,500) fee
shall be payable for all such contemporaneous assignments and (iv) the Eligible Assignee, if it is
not a Lender prior to such assignment, shall deliver to the Administrative Agent an administrative
questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to
Section 10.03(c), on and after the effective date specified in each Lender Assignment
Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent
of the interest



 


105









 





assigned by such Lender Assignment Agreement, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Lender Assignment Agreement, be released from its obligations under this Agreement
(and, in the case of a Lender Assignment Agreement covering all of the assigning Lender’s rights
and obligations under this Agreement, such Lender shall cease to be a party hereto but shall
continue to be entitled to the benefits of 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) and Section 10.08
(Indemnification by the Borrower) with respect to facts and circumstances occurring prior to
the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute
and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section 10.03(b) shall be
treated for purposes of this Agreement as a sale by such Lender of a participation in such rights
and obligations in accordance with Section 10.03(d).



(c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower,
shall maintain at the Administrative Agent’s office a copy of each Lender Assignment Agreement
delivered to it and a register for the recordation of the names and addresses of the Lenders, and
the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The entries in the Register shall be
conclusive, and the Borrower, the Agents and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrower at any reasonable time and from time to time upon reasonable prior
notice. In addition, at any time that a request for a consent for a material or other substantive
change to the Financing Documents is pending, any Lender may request and receive from the
Administrative Agent a copy of the Register.



(d) Any Lender may at any time, without the consent of, or notice to, the Borrower or any
Agent, sell participations to any Person (each, a “Participant”) in all or a portion of
such Lender’s rights and/or obligations under this Agreement (including all or a portion of its
Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under
this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and
the other Lenders shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or waiver of any
provision of this Agreement; provided that such agreement or instrument may provide


 


106









 





that such Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification described in the first proviso to Section 10.01 (Amendments,
Etc.) that directly affects such Participant. Subject to Section 10.03(e), the
Borrower agrees that each Participant shall be entitled to the benefits of Section 4.01
(Eurodollar Rate Lending Unlawful), Section 4.03 (Increased Eurodollar Loan Costs),
Section 4.05 (Funding Losses) and Section 4.07 (Taxes) to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to Section 10.03(b). To
the extent permitted by law, each Participant also shall be entitled to the benefits of Section
10.15 (Right of Setoff) as though it were a Lender; provided such Participant agrees to
be subject to Section 3.15 (Sharing of Payments) as though it were a Lender.



(e) A Participant shall not be entitled to receive any greater payment under Section 4.01
(Eurodollar Rate Lending Unlawful) or Section 4.03 (Increased Eurodollar Loan Costs)
than the applicable Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such participant is made with the
prior written consent of the Borrower.



(f) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement (including under its Notes, if any) to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank;
provided that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.



(g) The words “execution,” “signed,” “signature,” and words of like import in any Lender
Assignment Agreement shall be deemed to include electronic signatures or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system, as the case may be,
to the extent and as provided for in any applicable Law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and
Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.



(h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle identified as such in writing from time
to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPV”) the
option to provide all or any part of any Loan that such Granting Lender would otherwise be
obligated to make pursuant to this Agreement; provided that (i) nothing herein shall
constitute a commitment by any SPV to fund any Loan, and (ii) if an SPV elects not to exercise such
option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be
obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such
payment to the



 


107









 





Administrative Agent as is required under Section 3.15 (Sharing of Payments). Each
party hereto hereby agrees that (A) neither the grant to any SPV nor the exercise by any SPV of
such option shall increase the costs or expenses or otherwise increase or change the obligations of
the Borrower under this Agreement (including their obligations under Section 4.03 (Increased
Eurodollar Loan Costs), (B) no SPV shall be liable for any indemnity or similar payment
obligation under this Agreement for which a Lender would be liable, and (C) the Granting Lender
shall for all purposes, including the approval of any amendment, waiver or other modification of
any provision of any Financing Document, remain the lender of record hereunder. The making of a
Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent,
and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each
party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that,
prior to the date that is one (1) year and one (1) day after the payment in full of all outstanding
commercial paper or other senior debt of any SPV, it will not institute against, or join any other
Person in instituting against, such SPV any Insolvency or Liquidation Proceeding under the laws of
the United States or any State thereof. Notwithstanding anything to the contrary contained herein,
any SPV may (1) with notice to, but without prior consent of the Administrative Agent and without
paying any processing fee therefor, assign all or any portion of its right to receive payment with
respect to any Loan to the Granting Lender and (2) disclose on a confidential basis any non-public
information relating to its funding of any Loan to any rating agency, commercial paper dealer or
provider of any surety or Guarantee or credit or liquidity enhancement to such SPV.



Section 10.04 Benefits of Agreement. Except as expressly provided in the last
sentence of Section 10.08(b) (Indemnification by Borrower), nothing in this Agreement or
any other Financing Document, express or implied, shall give to any Person, other than the parties
hereto and thereto, and each of their successors and permitted assigns under this Agreement or any
other Financing Document, any benefit or any legal or equitable right or remedy under this
Agreement.



Section 10.05 Consultants. (a) The Required Lenders acting jointly or the
Administrative Agent may, in their sole discretion, appoint any Consultant for the purposes
specified herein. If any of the Consultants is removed or resigns and thereby ceases to act for
purposes of this Agreement and the other Financing Documents, the Required Lenders acting jointly
or the Administrative Agent, as the case may be, shall designate a Consultant in replacement.



(b) The Borrower shall reimburse each Consultant appointed hereunder for the reasonable fees
and documented expenses of such Consultant retained on behalf of the Lenders pursuant to this
Section 10.05.


 


108









 





(c) In all cases in which this Agreement provides for any Consultant to “agree,” “approve,”
“certify” or “confirm” any report or other document or any fact or circumstance, such Consultant
may make the determinations and evaluations required in connection therewith based upon information
provided by the Borrower or other sources reasonably believed by such Consultant to be
knowledgeable and responsible, without independently verifying such information; provided
that, notwithstanding the foregoing, such Consultant shall engage in such independent
investigations or findings as it may from time to time deem necessary in its reasonable discretion
to support the determinations and evaluations required of it.



Section 10.06 Costs and Expenses. The Borrower shall pay (a) all reasonable and
documented out-of-pocket expenses incurred by the Lead Arranger, the Lenders and the Agents
(including all reasonable fees, costs and expenses of counsel for any Agent and Southwest Georgia
Farm Credit, ACA), in connection with the preparation, negotiation, syndication, execution and
delivery of this Agreement and the other Financing Documents (whether or not the transactions
contemplated hereby or thereby are consummated); (b) all reasonable out-of-pocket expenses incurred
by the Lenders and the Agents (including all reasonable fees, costs and expenses of counsel for any
Agent), in connection with any amendments, modifications or waivers of the provisions of this
Agreement and the other Financing Documents (whether or not the transactions contemplated hereby or
thereby are consummated); (c) all reasonable out-of-pocket expenses incurred by the Agents
(including all reasonable fees, costs and expenses of counsel for any Agent), in connection with
the administration of this Agreement and the other Financing Documents (whether or not the
transactions contemplated hereby or thereby are consummated); and (d) all out-of-pocket expenses
incurred by the Agents or any Lender (including all fees, costs and expenses of counsel for any
Senior Secured Party), in connection with the enforcement or protection of its rights in connection
with this Agreement and the other Financing Documents, including its rights under this Section
10.06, including in connection with any workout, restructuring or negotiations in respect of
the Obligations.



Section 10.07 Counterparts; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement shall become effective when it has been executed by the Administrative Agent and
when the Administrative Agent has received counterparts hereof that, when taken together, bear the
signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature
page of this Agreement by telecopy or portable document format (“pdf”) shall be effective
as delivery of a manually executed counterpart of this Agreement.


 


109









 





Section 10.08 Indemnification by the Borrower. (a) In addition to the indemnity by
the Borrower set forth in Section 10.11(f) (Notices and Other Communications) and except
for Taxes (which are addressed in Section 4.07 (Taxes)), the Borrower hereby agrees to
indemnify each Agent (and any sub-agent thereof), each Lender and each Related Party of any of the
foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses
(including all reasonable fees, costs and expenses of counsel for any Indemnitee), incurred by any
Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of,
in connection with, or as a result of:




	 	(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 that such indemnity shall not, as to any Indemnitee, be available to the
extent that such losses, claims, damages, liabilities or related expenses are determined by a court
of competent jurisdiction by final and Non-Appealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee.



(b) To the extent that the Borrower for any reason fails to indefeasibly pay any amount
required under Section 10.08(a) to be paid by it to any Agent (or any sub-agent thereof) or
any Related Party of any of the foregoing, each Lender severally agrees to pay to such Agent (or
any such sub-agent), or such Related Party, as the case may be, such Lender’s ratable share
(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)
of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted against such Agent
(or any sub-agent thereof) in its capacity as such, or against any Related Party of any of the
foregoing acting for such Agent (or any sub-agent thereof) in connection with such capacity. The
obligations of the Lenders to make payments pursuant to this Section 10.08(b) are several
and not joint and shall survive the payment in full of the Obligations and the termination of this
Agreement. The failure of any Lender to make payments on any date required hereunder shall not
relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall
be responsible for the failure of any other Lender to do so. The Lenders agree and acknowledge
that the Accounts Bank is an intended third party beneficiary of this Section 10.08(b).



(c) Except as otherwise provided in ARTICLE VI (Conditions Precedent), all amounts due
under this Section 10.08 shall be payable not later than ten (10) Business Days after
demand therefor.



Section 10.09 Interest Rate Limitation. Notwithstanding anything to the contrary
contained in any Financing Document, the interest paid or agreed to be paid under the Financing
Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law
(the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that
exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if
it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest
contracted for, charged, or received by any Agent or any Lender exceeds the Maximum Rate, such
Person may, to
the extent permitted by applicable Law, (a) characterize any payment that is not principal as
an expense, fee, or premium rather than interest, (b) exclude prepayments and the effects thereof,
and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of
interest throughout the contemplated term of the Obligations hereunder.


 


111









 





Section 10.10 No Waiver; Cumulative Remedies. No failure by any Senior Secured Party
to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege
hereunder or under any other Financing Document shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or privilege. The
rights, remedies, powers and privileges herein provided, and provided under each other Financing
Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided
by law.



Section 10.11 Notices and Other Communications. (a)  Except in the case of notices
and other communications expressly permitted to be given by telephone (and except as provided in
Section 10.11(b)), all notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopier or electronic mail as follows, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:




	 	(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).





(b) Notices sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed
to have been given when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the next Business Day
for the recipient). Notices delivered
through electronic communications to the extent provided in Section 10.11(d) shall be
effective as provided in Section 10.11(d).


 


112









 





(c) Notices and other communications to the Lenders or any Agent hereunder may be delivered or
furnished by electronic communication (including e-mail and internet or intranet websites) pursuant
to procedures approved by the Administrative Agent, and in the case of notices to the Collateral
Agent, by the Collateral Agent as well; provided that the foregoing shall not apply to notices to
any Lender pursuant to ARTICLE II (Commitments and Funding) if such Lender has so notified
the Administrative Agent. Each of the Administrative Agent or the Borrower may, in its discretion,
agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.



(d) Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement); provided that if such notice or other
communication is not received during the normal business hours of the recipient, such notice or
communication shall be deemed to have been received at the opening of business on the next Business
Day for the recipient, and (ii) notices or communications posted to an internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in Section 10.11(d)(i) of notification that such notice or communication is
available and identifying the website address therefor.



(e) Each of the Borrower and the Agents may change its address, telecopier or telephone number
for notices and other communications hereunder by notice to the other parties hereto. Each Lender
may change its address, telecopier or telephone number for notices and other communications
hereunder by notice to the Borrower and each Agent.



(f) The Agents and the Lenders shall be entitled to rely and act upon any written notices
purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a
manner specified herein, were incomplete or were not preceded or followed by any other form of
notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Borrower shall indemnify each Lender and the Related Parties of each of
them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on
each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other
telephonic communications with any Agent may be recorded by such Agent, and each of the parties
hereto hereby consents to such recording.


 


113









 





(g) So long as WestLB is the Administrative Agent, the Borrower hereby agrees that it will
provide to the Administrative Agent all information, documents and other materials that it is
obligated to furnish to the Administrative Agent pursuant to the Financing Documents, including all
notices, requests, financial statements, financial and other reports, certificates and other
information materials, but excluding any such communication that (i) relates to the Funding,
(ii) relates to the payment of any principal or other amount due under this Agreement prior to the
scheduled date therefor, (iii) provides notice of any Default or Event of Default or (iv) is
required to be delivered to satisfy any condition precedent to Funding (all such non-excluded
communications being referred to herein collectively as “Communications”), by transmitting
the Communications in an electronic/soft medium in a format acceptable to the Administrative Agent
to nyc_agency_services@westlb.com. In addition, the Borrower agrees to continue to provide
the Communications to the Administrative Agent in the manner specified in the Financing Documents
but only to the extent requested by the Administrative Agent.



(h) So long as WestLB is the Administrative Agent, the Borrower further agrees that the
Administrative Agent may make the Communications available to the Lenders by posting the
Communications on http: www.intralinks.com (or any replacement or successor thereto) or a
substantially similar electronic transmission systems (the “Platform”).



(i) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENTS DO NOT WARRANT THE
ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY
DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS
MADE BY THE AGENTS IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE
ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY
LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND,
INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES
(WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE
AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF
ANY AGENT PARTY IS FOUND IN A FINAL NON-
APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH
AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.


 


114









 





(j) The Administrative Agent agrees that the receipt of the Communications by the
Administrative Agent at its e-mail address set forth in Schedule 10.11(a) shall constitute
effective delivery of the Communications to the Administrative Agent for purposes of the Financing
Documents. Each Lender agrees that notice to it (as provided in the next sentence) specifying that
the Communications have been posted to the Platform shall constitute effective delivery of the
Communications to such Lender for purposes of the Financing Documents. Each Lender agrees to
notify the Administrative Agent in writing (including by electronic communication) from time to
time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic
transmission and that the foregoing notice may be sent to such e-mail address.



(k) Notwithstanding clauses (g) to (j) above, nothing herein shall prejudice the right of any
Agent or Lender to give any notice or other communication pursuant to any Financing Document in any
other manner specified in such Financing Document.



Section 10.12 Patriot Act Notice. Each Lender and Agent (for itself and not on behalf
of any Lender or other Agent) hereby notifies the Borrower that pursuant to the requirements of the
Patriot Act, it is required to obtain, verify and record information that identifies the Borrower,
which information includes the name and address of the Borrower and other information that will
allow such Lender or Agent, as applicable, to identify the Borrower in accordance with the Patriot
Act.



Section 10.13 Payments Set Aside. To the extent that any payment by or on behalf of
the Borrower is made to any Agent or Lender, or any Agent or Lender exercises its right of setoff,
and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by such Agent or Lender in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any Insolvency or Liquidation Proceeding or
otherwise, then (a) to the extent of such recovery, the Obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment
had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to
each Agent upon demand its applicable share (without duplication) of any amount so recovered from
or repaid by such Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Effective Rate from time to time in
effect. The obligations of the Lenders under Section 10.13(b) shall survive the payment in
full of the Obligations and the termination of this Agreement.


 


115









 





Section 10.14 Non-Recourse. The Loans are the obligations solely of the Borrower, and
the Senior Secured Parties will have access only to the Borrower and the Collateral for repayment.
The Obligations of the other Loan Parties are limited to those specifically stated in the Security
Documents to which each such entity is a party and, except to the extent expressly set forth in
such Security Documents, the Loan Parties other than the Borrower have no direct obligation with
respect to the payment of the Loans.



Section 10.15 Right of Setoff. Each Lender and each of its respective Affiliates is
hereby authorized at any time and from time to time during the continuance of an Event of Default,
to the fullest extent permitted by applicable Law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever currency) at any time held
and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate
to or for the credit or the account of the Borrower against any and all of the obligations of the
Borrower now or hereafter existing under this Agreement or any other Financing Document to such
Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement
or any other Financing Document and although such obligations of the Borrower may be contingent or
unmatured or are owed to a branch or office of such Lender different from the branch or office
holding such deposit or obligated on such indebtedness. The rights of each Lender and their
respective Affiliates under this Section 10.15 are in addition to other rights and remedies
(including other rights of setoff) that such Lender or their respective Affiliates may have. Each
Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff
and application; provided that the failure to give such notice shall not affect the
validity of such setoff and application.



Section 10.16 Severability. If any provision of this Agreement or any other Financing
Document is held to be illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Agreement and the other Financing Documents
shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith
negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.




 


116









 





Section 10.17 Survival. Notwithstanding anything in this Agreement to the contrary,
Section 10.06 (Costs and Expenses) and Section 10.08 (Indemnification by the
Borrower) shall survive any termination of this Agreement. In addition, each representation
and warranty made hereunder and in any other Financing Document or other document delivered
pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and
delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender,
regardless of any investigation made by any Agent or any Lender or on their behalf and
notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default or
Event of Default at the time of the Funding, and shall continue in full force and effect as long as
any Loan or any other Obligation hereunder or under any other Financing Document shall remain
unpaid or unsatisfied.



Section 10.18 Treatment of Certain Information; Confidentiality. Each of the Agents
and the Lenders agrees to maintain the confidentiality of the Information, except that Information
may be disclosed (a) to its Affiliates and to its Affiliates’ respective partners, directors,
officers, employees, agents, advisors (including legal counsel and financial advisors) and
representatives (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information
confidential); (b) to the extent requested or required by any regulatory authority purporting to
have jurisdiction over it; (c) to the extent required by applicable Law or regulations or by any
subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with
the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder (including any actual or prospective purchaser of
Collateral); (f) subject to an agreement containing provisions substantially the same as those of
this Section 10.18, to (i) any Eligible Assignee of or Participant in, or any prospective
Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement,
(ii) any direct or indirect contractual counterparty or prospective counterparty (or such
contractual counterparty’s or prospective counterparty’s professional advisor) to any credit
derivative transaction relating to obligations of the Borrower or (iii) any Person (and any of its
officers, directors, employees, agents or advisors) that may enter into or support, directly or
indirectly, or that may be considering entering into or supporting, directly or indirectly, either
(A) contractual arrangements with such Agent or Lender, or any Affiliates thereof, pursuant to
which all or any portion of the risks, rights, benefits or obligations under or with respect to any
Loan or Financing Document is transferred to such Person or (B) an actual or proposed
securitization or collateralization of, or similar transaction relating to, all or a part of any
amounts payable to or for the benefit of any Lender under any Financing Document (including any
rating agency); (g) with the consent of the Borrower; (h) to the extent such Information
(i) becomes publicly available other than as a result of a breach of this Section 10.18 or
(ii) becomes available to any Agent, any Lender or any of their respective Affiliates on a
non-confidential basis from a source other than the Borrower; (i) to any state, federal or foreign
authority or examiner (including the National Association of Insurance Commissioners or any other
similar organization) regulating any Lender; or (j) to any rating agency when required by it (it
being understood that, prior to any such disclosure, such rating agency shall undertake to preserve
the confidentiality of any Information



 


117









 





relating to the Borrower received by it from such Lender). In addition, any Agent and the
Lenders may disclose the existence of this Agreement and information about this Agreement to market
data collectors, similar service providers to the lending industry, and service providers to the
Agents and the Lenders in connection with the administration and management of this Agreement, the
other Financing Documents, the Commitments, and the Funding. For the purposes of this Section
10.18, “Information” means written information that the Borrower furnishes to any Agent
or Lender after the date hereof (and designated at the time of delivery thereof in writing as
confidential) pursuant to or in connection with any Financing Document, relating to the assets and
business of the Borrower, but does not include any such information that (i) is or becomes
generally available to the public other than as a result of a breach by such Agent or Lender of its
obligations hereunder, (ii) is or becomes available to such Agent or Lender from a source other
than the Borrower that is not, to the knowledge of such Agent or Lender, acting in violation of a
confidentiality obligation with the Borrower or (iii) is independently compiled by any Agent or
Lender, as evidenced by their records, without the use of the Information. Any Person required to
maintain the confidentiality of Information as provided in this Section 10.18 shall be
considered to have complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such Person would accord to
its own confidential information.



Section 10.19 Waiver of Consequential Damages, Etc. Except as otherwise provided in
Section 10.08 (Indemnification by the Borrower) for the benefit of any Indemnitee, to the
fullest extent permitted by applicable Law, the Borrower shall not assert, and the Borrower hereby
waives, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Financing Document or any agreement
or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the
use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by
unintended recipients of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in connection with this
Agreement or the other Financing Documents or the transactions contemplated hereby or thereby.



[Remainder of page intentionally blank. Next page is signature page.]



 


118









 





IN WITNESS WHEREOF, the parties hereto have caused this Senior Credit Agreement to be executed
by their respective officers as of the day and year first above written.



	 	 	 	 	 
	 	SOUTHWEST GEORGIA ETHANOL, LLC,

as Borrower

 	 
	 	By:  	/s/ Anthony J. Flagg
 	 
	 	 	Name:  	Anthony J. Flagg 	 
	 	 	Title:  	Authorized Person 	 
	 



 


119









 





	 	 	 	 	 
	 	WESTLB AG, NEW YORK BRANCH,

as Sole Lead Arranger, Bookrunner and Syndication Agent

 	 
	 	By:  	/s/ James Anderson
 	 
	 	 	Name:  	James Anderson 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                          /s/ Paul Vastola
 	 
	 	 	Name:  	Paul Vastola 	 
	 	 	Title:  	Director 	 
	 
	 	WESTLB AG, NEW YORK BRANCH,

as Administrative Agent

 	 
	 	By:  	/s/ James Anderson
 	 
	 	 	Name:  	James Anderson 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                       /s/ Paul Vastola
 	 
	 	 	Name:  	Paul Vastola 	 
	 	 	Title:  	Director 	 
	 
	 	WESTLB AG, NEW YORK BRANCH,

as Collateral Agent

 	 
	 	By:  	/s/ James Anderson
 	 
	 	 	Name:  	James Anderson 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                      /s/ Paul Vastola
 	 
	 	 	Name:  	Paul Vastola 	 
	 	 	Title:  	Director 	 
	 



 


120









 





	 	 	 	 	 
	 	WESTLB AG, NEW YORK BRANCH,

as Lender

 	 
	 	By:  	/s/ James Anderson
 	 
	 	 	Name:  	James Anderson 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                     /s/ Paul Vestola
 	 
	 	 	Name:  	Paul Vestola 	 
	 	 	Title:  	Director 	 
	 



 


121









 





	 	 	 	 	 
	 	AGCOUNTRY FARM CREDIT SERVICES, FCLA,

as Lender

 	 
	 	By:  	/s/ Randolph L. Aberle
 	 
	 	 	Name:  	Randolph L. Aberle 	 
	 	 	Title:  	Vice President 	 
	 



 


122









 





	 	 	 	 	 
	 	AGFIRST FARM CREDIT BANK,

as Lender

 	 
	 	By:  	/s/ Tom Stallworth
 	 
	 	 	Name:  	Tom Stallworth 	 
	 	 	Title:  	Vice President 	 
	 








 


123









 










	 	 	 	 	 
	 	BANK OF CAMILLA,

as Lender

 	 
	 	By:  	/s/ Ray T. Muggridge, III
 	 
	 	 	Name:  	Ray T. Muggridge, III 	 
	 	 	Title:  	President 	 
	 



 


124









 





	 	 	 	 	 
	 	COBANK, ACB,

as Lender

 	 
	 	By:  	/s/ Penny Probasco
 	 
	 	 	Name:  	Penny Probasco 	 
	 	 	Title:  	Assistant Corporate Secretary 	 
	 








 


125









 










	 	 	 	 	 
	 	FARM CREDIT BANK OF TEXAS,

as Lender

 	 
	 	By:  	/s/ Horace R. Harrod
 	 
	 	 	Name:  	Horace R. Harrod 	 
	 	 	Title:  	Vice President 	 
	 








 


126









 










	 	 	 	 	 
	 	NORTHWEST FARM CREDIT SERVICES, PCA,

as Lender

 	 
	 	By:  	/s/ Casey Kinzer
 	 
	 	 	Name:  	Casey Kinzer 	 
	 	 	Title:  	Account Manager 	 
	 



 


127









 





	 	 	 	 	 
	 	PLANTERS AND CITIZENS BANK,

as Lender

 	 
	 	By:  	/s/ E. J. Vann IV
 	 
	 	 	Name:  	E. J. Vann IV 	 
	 	 	Title:  	President and CEO 	 
	 



 


128









 





Exhibit A




“Acceptable Bank” means a bank whose long-term unsecured and unguaranteed debt is
rated at least “A-” (or the then-equivalent rating) by S&P or at least “A3” (or the then-equivalent
rating) by Moody’s.



“Account Collateral” has the meaning provided in Section 2.05 (Grant of First-Priority
Security Interest) of the Accounts Agreement.



“Account Debtor” means the Person that is obligated on or under any Account owing to
the Borrower.



“Accounts” means all “accounts” as that term is defined in Section 9-102 of the UCC,
now or hereafter owned by the Borrower.



“Accounts Agreement” means that certain Accounts Agreement, dated as of the date
hereof, among the Borrower, the Accounts Bank as accounts bank and securities intermediary, the
Collateral Agent, the Administrative Agent, and the Bond Trustee on behalf of the Second Lien
Claimholders (as defined in the Intercreditor Agreement).



“Accounts Bank” means Amarillo National Bank, not in its individual capacity, but
solely as depositary bank and securities intermediary under the Accounts Agreement, and includes
each other Person that may, from time to time, be appointed as successor Accounts Bank pursuant to
and in accordance with the Accounts Agreement.



“Accounts Bank Fee Letter” means that certain Fee Letter between the Accounts Bank and
the Borrower, dated as of the date hereof, setting forth certain fees due and payable to the
Accounts Bank.



“Additional Project Document” means each contract, agreement, letter agreement or
other instrument to which the Borrower becomes a party after the date hereof, other than any
document under which the Borrower (a) could not reasonably be expected to have obligations or
liabilities in the aggregate in excess of two million Dollars ($2,000,000), or be entitled to
receive revenues in the aggregate in excess of two million Dollars ($2,000,000), in either case in
value in any twelve (12) month period and (b) a termination of which could not reasonably be
expected to result in a Material Adverse Effect; provided, that for the purposes of this
definition, any series of related transactions (other than transactions, including hedging
transactions, relating to the sale of Products or the purchase of feedstock and natural gas) shall
be considered as one transaction, and all contracts, agreements, letter agreements or other
instruments in respect of such transactions shall be considered as one contract, agreement, letter
agreement or other instrument, as applicable.



“Administrative Agent” means WestLB, not in its individual capacity but solely as
administrative agent for the Lenders hereunder and under the other Financing Documents, and
includes each other Person that may, from time to time, be appointed as successor Administrative
Agent pursuant to Section 9.06 (Resignation or Removal of Agent).


 


 









 





“Affiliate” of any Person means any other Person that, directly or indirectly,
controls, is controlled by or is under common control with such Person. A Person shall be deemed
to be “controlled by” any other Person if such other Person (a) possesses, directly or indirectly,
power to direct or cause the direction of the management and policies of such Person whether by
contract or otherwise or (b) owns at least ten percent (10%) of the Equity Interests in such
Person.



“Agent Parties” has the meaning provided in Section 10.11(i) (Notices and Other
Communications).



“Agents” means, collectively, the Administrative Agent, the Collateral Agent and the
Accounts Bank.



“Aggregate Construction Loan Commitment” means one hundred million Dollars
($100,000,000), as the same may be reduced in accordance with Section 2.07 (Termination or
Reduction of Commitments).



“Aggregate Loan Commitment” means one hundred and fifteen million Dollars
($115,000,000), as the same may be reduced in accordance with Section 2.07 (Termination
or Reduction of Commitments).



“Aggregate Term Loan Commitment” means one hundred million Dollars ($100,000,000), as
the same may be reduced in accordance with Section 2.07 (Termination or Reduction of
Commitments).



“Aggregate Working Capital Loan Commitment” means fifteen million Dollars
($15,000,000), as the same may be reduced in accordance with Section 2.07 (Termination or
Reduction of Commitments).



“Agreement” has the meaning set forth in the Preamble.



“Agreement for Engineering Services” means that certain Agreement for Engineering
Services dated as of June 19, 2007 between CDG Engineers and Associates, Inc. and the Borrower.



“Agricultural Market Consultant” means Muse, Stancil & Co., or any replacement
agricultural market consultant appointed by the Administrative Agent.



“Ancillary Documents” means, with respect to each Additional Project Document, the
following, each of which shall be in form and substance reasonably satisfactory to the
Administrative Agent and, in the case of items (i), (ii) and (iv), the Collateral Agent:



(i) each security instrument and agreement necessary or desirable to grant to the Collateral
Agent a first priority perfected Lien (subject only to Permitted Liens) in such Additional Project
Document and all property interests received by the Borrower in connection therewith;


 


2









 





(ii) all recorded UCC financing statements and other filings required to perfect such Lien;



(iii) if reasonably requested by the Administrative Agent, opinions of counsel for the
Borrower addressing such matters relating to such document, each applicable Security Document and
Lien as the Administrative Agent may reasonably request;



(iv) if reasonably requested by the Administrative Agent, the Borrower shall use its best
efforts to obtain a Consent with respect to such Additional Project Document from each Project
Party thereto, and shall use its best efforts to obtain an opinion of counsel to such Project Party
addressing matters relating to such Additional Project Document and such Consent as the
Administrative Agent may reasonably request; and



(v) certified evidence of the authorization of such Additional Project Document by the
Borrower.



“Applicable Margin” means, with respect to the Construction Loans or Term Loans, the
Construction/Term Applicable Margin and, with respect to the Working Capital Loans, the Working
Capital Applicable Margin.



“Application for Payment” means an “Application for Payment” as defined in the
Design-Build Agreement.



“Approved Fund” means, with respect to any Lender that is a fund that invests in
commercial loans, any other fund that invests in commercial loans and is managed or advised by the
same investment advisor as such Lender or by an Affiliate of such investment advisor.



“Auditors” means those nationally recognized independent auditors selected by the
Borrower and approved by the Administrative Agent; provided that any of Deloitte Touche
Tohmatsu, PricewaterhouseCoopers, Ernst & Young and KPMG shall be deemed approved.



“Authorized Officer” means (i) with respect to any Person that is a corporation, the
chief executive officer, the chief operating officer, the president, any vice president, the
treasurer or the chief financial officer of such Person, (ii) with respect to any Person that is a
partnership, an Authorized Officer of a general partner of such Person, (iii) with respect to any
Person that is a limited liability company, any manager, the president, any vice president, the
treasurer or the chief financial officer of such Person, or an Authorized Officer of the managing
member of such Person, or (iv) with respect to any Person, such other representative of such Person
that is approved by the Administrative Agent in writing who, in each such case, has been named as
an Authorized Officer on a certificate of incumbency of such Person delivered to the Administrative
Agent and the Accounts Bank on or after the date hereof.



“Base Rate” means, for any day, a fluctuating rate per annum equal to the higher of
(i) the Federal Funds Effective Rate plus one-half of one percent (0.50%) and (ii) the rate of
interest in effect for such day as publicly announced from time to time by WestLB as its “prime
rate.” The “prime rate” is a rate set by WestLB based upon various factors including WestLB’s
costs and desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by WestLB shall take effect at the opening of business on
the day specified in the public announcement of such change.


 


3









 





“Base Rate Loan” means any Loan bearing interest at a rate determined by reference to
the Base Rate and the provisions of Article II (Commitments and Funding).



“Blocked Account Agreement” means an agreement, in substantially the form attached
hereto as Exhibit M (or, if requested by the Borrower, such other form reasonably
satisfactory to the Administrative Agent and the Collateral Agent), with respect to a Local Account
among the Borrower, the bank with whom such Local Account was opened and the Collateral Agent.



“Blocked Account Collateral” has the meaning set forth in each Blocked Account
Agreement.



“Bond Collateral Documents” means (i) the Bond Indenture, (ii) the “Security
Agreement” (as defined in the Bond Indenture), and any documents granting, or relating to the
grant, of security for the payment of amounts due under the Subordinated Loan Agreement and the
Bonds.



“Bond Funds” means the “Bond Fund”, the “Costs of Issuance Fund”, the “Debt Service
Reserve Fund”, the “Project Fund” and the “Special Fund” (each as defined in the Bond Indenture),
together with such other funds, accounts or sub-accounts established by the Bond Trustee pursuant
to the Bond Indenture in administering the Trust Estate (as defined in the Bond Indenture).



“Bond Indenture” means the Trust Indenture, dated as of November 1, 2006, made and
entered into between the Issuer and the Bond Trustee, as amended by [        ]1.



“Bonds” means the Mitchell County Development Authority Revenue Bonds (First United
Ethanol, LLC Project), Series 2006.



“Bond Trustee” means Regions Bank, a banking corporation with a corporate trust office
in Atlanta, Georgia.



“Borrower” has the meaning set forth in the Preamble.





 





			
	1	 	B&M to advise.





 


4









 









“Borrower LLC Agreement” means the [Limited Liability Company Agreement of Southwest
Georgia Ethanol, LLC dated as of the date hereof and entered into by the Pledgor and the initial
Independent Member].



“Borrower’s Ethanol Market Consultant” means Eco-Energy, Inc., or any replacement
ethanol market consultant appointed by the Administrative Agent.



“Borrowing Base” means, on any given date, an amount equal to, eighty percent (80%) of
the sum of, without duplication:



(i) the face amount (less reserves, maximum discounts, credits and allowances that may be
taken by or granted to the Account Debtor thereof in connection therewith) of all Eligible Accounts
for the Project that are set forth in the Borrowing Base Certificate then most recently delivered
by the Borrower to the Administrative Agent; and



(ii) the Value of no more than sixty (60) days of Eligible Inventory for the Project (less
reserves, maximum discounts, credits and allowances that may be taken by or granted to the Account
Debtor thereof in connection therewith) as set forth in the Borrowing Base Certificate then most
recently delivered by the Borrower to the Administrative Agent.



“Borrowing Base Certificate” means a certificate setting forth the Borrowing Base as
of the date of such certificate, substantially in the form of Exhibit N.



“Business Day” means:



(i) any day that is neither a Saturday or Sunday nor a day on which commercial banks are
authorized or required to be closed in either Atlanta, Georgia or New York, New York; and



(ii) relative to the making, continuing, prepaying or repaying of any Eurodollar Loans, any
day on which dealings in Dollars are carried on in the London interbank market.



“Business Interruption Insurance Proceeds” means all proceeds of any insurance
policies required pursuant to this Agreement or otherwise obtained with respect to the Borrower or
the Project relating to business interruption or delayed start-up.



“Capitalized Lease Liabilities” of any Person means all monetary obligations of such
Person under any leasing or similar arrangement that, in accordance with GAAP, would be classified
as capitalized leases on a balance sheet of such Person or otherwise disclosed as such in a note to
such balance sheet and, for purposes of the Financing Documents, the amount of such obligations
shall be the capitalized amount thereof, determined in accordance with GAAP.



“Cash Equivalents” means:



(a) readily marketable direct obligations of the government of the United States or any agency
or instrumentality thereof, or obligations unconditionally guaranteed by the full
faith and credit of the government of the United States, in each case maturing within one
(1) year from the date of acquisition thereof;


 


5









 





(b) securities issued by any state of the United States of America or any political
subdivision of any such state or any public instrumentality thereof having maturities of not more
than one (1) year from the date of acquisition thereof and, at the time of acquisition, having a
rating of AA- or higher from S&P or Aa3 or higher from Moody’s (or, if at any time neither S&P nor
Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized
rating service);



(c) investments in commercial paper maturing within one hundred eighty (180) days from the
date of acquisition thereof and having, at such date of acquisition, a rating of at least A-1 or
P-1 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such
obligations, an equivalent rating from another nationally recognized rating service);



(d) investments in certificates of deposit, banker’s acceptances and time deposits maturing
within two hundred and seventy (270) days from the date of acquisition thereof issued or guaranteed
by or placed with, and money market deposit accounts issued or offered by, the Administrative Agent
or any domestic office of any commercial bank organized under the laws of the United States of
America, any State thereof, any country that is a member of the Organisation for Economic
Co-Operation and Development or any political subdivision thereof, that has a combined capital and
surplus and undivided profits of not less than five hundred million Dollars ($500,000,000);



(e) fully collateralized repurchase agreements with a term of not more than 30 days for
securities described in clause (a) above and entered into with a financial institution satisfying
the criteria of clause (d) of this definition; and



(f) investments in “money market funds” within the meaning of Rule 2a-7 of the Investment
Company Act of 1940, as amended, substantially all of whose assets are invested in investments of
the type described in clauses (a) through (e) of this definition.



“Cash Flow” means, for any period, the sum (without duplication) of the following:
(i) all cash paid to the Borrower during such period in connection with the Ethanol Agreement, DDG
Marketing Agreement and any other sales of Products, (ii) all interest and investment earnings paid
to the Borrower or the Project Accounts during such period on amounts on deposit in the Project
Accounts, (iii) all cash paid to the Borrower during such period as Business Interruption Insurance
Proceeds, and (iv) all other cash paid to the Borrower during such period; provided,
however, that Cash Flow shall not include any proceeds of the Loans or any other
Indebtedness incurred by the Borrower; Insurance Proceeds; Condemnation Proceeds; the Required
Equity Contribution; proceeds from any disposition of assets of the Project or the Borrower (other
than Products); tax refunds; amounts received, whether by way of a capital contribution or
otherwise, from any holders of Equity Interests of the Borrower; and any other extraordinary or
non-cash income or receipt of the Borrower under GAAP.


 


6









 





“Cash Flow Available for Debt Service” means, for any period, an amount equal to the
amount of Cash Flow deposited in the Revenue Account during such period minus all amounts
paid during such period pursuant to priorities first and second of Section 6.01(c) of the Accounts
Agreement.



“Casualty Event” means an event that causes the Project, or any material portion
thereof, to be damaged, destroyed or rendered unfit for normal use for any reason whatsoever.



“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability
Act (42 U.S.C. § 9604, et seq.), as amended, and rules, regulations, standards guidelines and
publications issued thereunder.



“Change of Control” means any transaction or series of related transactions (including
any merger or consolidation) the result of which is that the Pledgor fails to maintain, directly,
legally or beneficially, one hundred percent (100%) of the Equity Interests of the Borrower (other
than any such Equity Interests of the Independent Member of the Borrower).



“Change Order” means each “Change Order” (if any) as described in the Design-Build
Agreement.



“Closing Date” means the date on which all the conditions set forth in
Section 6.01 (Conditions to Closing and First Funding of Construction Loans) have been
satisfied or waived.



“Code” means the Internal Revenue Code of 1986, as amended.



“Collateral” means all assets of and Equity Interests in the Borrower, whether now
owned or hereinafter acquired, upon which a Lien is purported to be created by any Security
Document then in effect or contemplated to be in effect.



“Collateral Agent” means WestLB, not in its individual capacity but solely in its
capacity as collateral agent for the Senior Secured Parties under the Financing Documents, and
includes each other Person that may, from time to time, be appointed as successor Collateral Agent
pursuant to Section 9.06 (Resignation or Removal of Agent).



“Commitment Fee” has the meaning provided in Section 3.13(a) (Fees).



“Commitment Percentage” means, as to any Lender at any time, such Lender’s
Construction Loan Commitment Percentage, Term Loan Commitment Percentage or Working Capital
Commitment Percentage, as the context may require.



“Commitments” means, with respect to each Lender, as applicable, such Lender’s
Construction Loan Commitment, Term Loan Commitment or Working Capital Loan Commitment, as the
context may require.



“Commodity Hedging Arrangements” means any arrangement to hedge the price of corn
purchases, ethanol sales, Distillers Grains sales or natural gas purchases.


 


7









 





“Commodity Risk Management Plan” means the risk management plan prepared by the
Borrower and approved by the Administrative Agent pursuant to Section 7.01(v) (Affirmative
Covenants — Commodity Hedging Programs) setting forth terms and conditions relating to any
Commodity Hedging Arrangements from time to time proposed to be entered into by the Borrower,
including any updates made to such risk management plan with the approval of the Administrative
Agent.



“Communications” has the meaning provided in Section 10.11(g) (Notices and Other
Communications).



“Condemnation Proceeds” means any amounts and proceeds of any kind (including
instruments) payable in respect of any Event of Taking.



“Confidential Information Memorandum” means the information memorandum, dated
September 7, 2007, together with any updates related thereto, describing the Project.



“Consents” means each Consent and Agreement entered into among a Project Party, the
Borrower, and the Collateral Agent, each in form and substance reasonably satisfactory to the
Administrative Agent and the Collateral Agent.



“Construction Account” has the meaning provided in Section 3.01(a)(i) of the Accounts
Agreement.



“Construction Budget” means the budget attached hereto as Schedule 6.01(v)
that sets forth all categories of costs and expenses required in connection with the development,
construction, start-up, and testing of the Project, including all construction costs, all costs
under the Design-Build Agreement, all interest, taxes and other carrying costs related to the
Construction Loans, and costs related to the construction of the facilities described under the
Project Documents, as updated from time to time in accordance with Section 7.02(t) (Negative
Covenants — Construction Budget).



“Construction Loan” has the meaning provided in Section 2.01(a) (Construction
Loans).



“Construction Loan Commitment” means, with respect to each Lender, the commitment of
such Lender to make Construction Loans, as set forth opposite the name of such Lender in
Schedule 2.01, as the same may be reduced in accordance with Section 2.07 (Termination
or Reduction of Commitments).



“Construction Loan Commitment Percentage” means, as to any Lender at any time, the
percentage that such Lender’s Construction Loan Commitment then constitutes of the Aggregate
Construction Loan Commitment.



“Construction Loan Funding Notice” means each request for Funding of Construction
Loans in the form of Exhibit E delivered in accordance with Section 2.04 (Notice of
Fundings).


 


8









 





“Construction Loan Maturity Date” means the earlier of (a) the Conversion Date and
(b) the Conversion Date Certain.



“Construction Notes” means the promissory notes of the Borrower, substantially in the
form of Exhibit B, evidencing Construction Loans.



“Construction/Term Applicable Margin” means (a) with respect to the Eurodollar Loans,
three and one-half percent (3.50%) and (b) with respect to the Base Rate Loans, two and one-half
percent (2.50%).



“Construction/Term Lenders” means those Lenders of Construction Loans and Term Loans,
as identified on Schedule 2.01, and each other Person that acquires the rights and
obligations of any such Lender pursuant to Section 10.03 (Assignments).



“Consultants” means the Independent Engineer, the Insurance Consultant, the Borrower’s
Ethanol Market Consultant, the Environmental Consultant and the Agricultural Market Consultant.



“Contest” means, with respect to any matter or claim involving any Person, that such
Person is contesting such matter or claim in good faith and by appropriate proceedings timely
instituted; provided that the following conditions are satisfied: (a) unless waived by the
Administrative Agent, such Person has posted a bond or cash collateral for the full amount of such
claim or other security reasonably acceptable to the Administrative Agent; (b) during the period of
such contest, the enforcement of any contested item is effectively stayed; (c) none of such Person
or any of its officers, directors or employees, or any Senior Secured Party or its respective
officers, directors or employees, is or would reasonably be expected to become subject to any
criminal liability or sanction in connection with such contested items; and (d) such contest and
any resultant failure to pay or discharge the claimed or assessed amount during the pendency of
such contest does not, and could not reasonably be expected to (i) result in a Material Adverse
Effect or (ii) involve a material risk of the sale, forfeiture or loss of, or the creation,
existence or imposition of any Lien on, any of the Collateral.



“Contingency Line Item” means the Line Item in the Construction Budget identified as
“contingency” that is intended to cover the eventuality of unforeseen Project Costs.



“Contingent Liabilities” means any agreement, undertaking or arrangement by which any
Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or
indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or
otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness,
obligation or any other liability of any other Person (other than by endorsements of instruments in
the course of collection), or guarantees the payment of dividends or other distributions upon the
shares of any other Person. The amount of any Person’s obligation under any contingent liabilities
shall (subject to any limitation set forth therein) be deemed for purposes of this Agreement to be
the outstanding principal amount of the debt, obligation or other liability guaranteed thereby;
provided, however, that if the maximum amount of the debt, obligation or other
liability guaranteed thereby has not been established, the amount of such contingent
liability shall be the maximum reasonably anticipated amount of the debt, obligation or other
liability; provided, further, that any agreement to limit the maximum amount of
such Person’s obligation under such contingent liability shall not, of and by itself, be deemed to
establish the maximum reasonably anticipated amount of such debt, obligation or other liability.


 


9









 





“Contractual Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which such Person is a party
or by which it or any of its property is bound.



“Conversion Date” means the Business Day upon which (i) all the conditions precedent
set forth in Section 6.03 (Conditions to Term Loan Funding) shall have been satisfied (or
waived in accordance with the terms of this Agreement) and (ii) the Construction Loans are
converted to Term Loans.



“Conversion Date Certain” means the date that is fifteen (15) calendar months from the
date of this Agreement.



“Conversion Date Funding Notice” means the request for Funding on the Conversion Date
in the form of Exhibit F delivered in accordance with Section 2.04 (Notice of
Fundings).



“CSX Transportation Contract” means that certain CSX Transportation Contract effective
as of November 15, 2006, with amendment effective as of April 23, 2007, between CSX Transportation,
Inc., Georgia & Florida Railnet, Inc. and the Borrower.



“DDG” means dried distillers grains produced by the Borrower at the Project.



“Debt Service” means, for any period, the sum of (i) all fees (including Fees)
scheduled to become due and payable during such period to the Senior Secured Parties, (ii) interest
on the Loans (taking into account any Interest Rate Protection Agreements) scheduled to become due
and payable during such period to the Senior Secured Parties, (iii) principal payments of the Loans
(excluding the Required Cash Sweep and any other mandatory prepayments) scheduled to become due and
payable during such period to the Senior Secured Parties and (iv) all payments due by the Borrower
pursuant to Section 4.03 (Increased Eurodollar Loan Costs) and Section 4.07(a)
(Taxes) with respect to such scheduled principal, interest and fees.



“Debt Service LC Waiver Letter” means, with respect to any Debt Service Reserve Letter
of Credit, a waiver letter from the issuer thereof in substantially the form of Annex P-1 to
Exhibit P.



“Debt Service Reserve Account” has the meaning set forth in Section 3.01(a)(vii) of
the Accounts Agreement.



“Debt Service Reserve Letter of Credit” means an irrevocable, standby letter of credit
issued by an Acceptable Bank in favor of, and in form and substance reasonably satisfactory to,
the Collateral Agent and the Administrative Agent, and in respect of which a Debt Service LC
Waiver Letter in favor of, and satisfactory to, the Collateral Agent has been delivered.


 


10









 





“Debt Service Reserve Required Amount” means, as of any date, the amount equal to the
projected scheduled Debt Service payable in respect of the succeeding six (6) months.



“Default” means any condition, occurrence or event that, after notice or passage of
time or both, would be an Event of Default.



“Default Rate” has the meaning set forth in Section 3.06 (Default Interest
Rate).



“Deferred Approvals” has the meaning provided in Section 5.03(a)(iii)
(Representations and Warranties — Governmental Approvals).



“Deferred Contracts” has the meaning provided in Section 5.11(a)(iv)
(Representations and Warranties — Contracts).



“Design-Build Agreement” means that certain Lump Sum Design-Build Agreement dated as
of November 16, 2006, as amended on November 16, 2006, between the Design-Build Contractor and the
Borrower.



“Design-Build Contractor” means Fagen, Inc.



“Distillers Grains” means DDG, WDG, and any other form of distillers grain products
(including syrup) marketed by the Borrower from time to time.



“Dollar” and the sign “$” mean lawful money of the United States.



“Domestic Office” means, relative to any Lender, the office of such Lender designated
on Schedule 2.01 or designated in the Lender Assignment Agreement pursuant to which such
Lender became a Lender hereunder or such other office of a Lender (or any successor or assign of
such Lender) within the United States as may be designated from time to time by written notice from
such Lender, as the case may be, to the Borrower and the Administrative Agent that shall be making
or maintaining Loans of such Lender hereunder.



“Drawdown Schedule” means, with respect to each of the Construction Loans, the
schedule set forth on Schedule 6.02(a)(v), as the same may be amended from time to time
with the approval of the Administrative Agent in consultation with the Independent Engineer, which
approval will not be unreasonably withheld or delayed.


 


11









 





“Electric Service Contract” means that certain Electric Service Contract; Excess
Facilities Charge Agreement Standard Offer; and Initial Customer Baseline Load (CBL) Agreement,
each dated as of April 27, 2007 between the Electric Service Provider and the Borrower.



“Electric Service Provider” means Georgia Power Company.



“Eligible Accounts” means all Accounts of the Borrower each of which meets the
following requirements:




	 	(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.





An Account of the Borrower that is at any time an Eligible Account, but which subsequently fails to
meet any of the foregoing requirements, shall immediately cease to be an Eligible Account;
provided, that if such an ineligible Account subsequently meets all of the foregoing
requirements, it shall again be deemed an Eligible Account.



“Eligible Assignee” means (a) any Lender, (b) an Affiliate of any Lender, (c) an
Approved Fund, and (d) any other Person (other than a natural person) approved by the
Administrative Agent (such approval not to be unreasonably withheld or delayed).



“Eligible Inventory” means the Inventory of the Borrower that meets each of the
following requirements:



(i) in the case of Inventory consisting of corn or other grain feedstock, or denaturant, such
corn or other grain feedstock or denaturant that is readily usable for the operation of the Project
in the ordinary course of business;


 


13









 





(ii) in the case of Inventory consisting of Products, such Products that are readily
marketable by the Project in the ordinary course of business;



(iii) in the case of goods held for sale, the value thereof is adjusted to its then-current
market value;



(iv) it is owned by the Borrower and 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;



(v) it is not consigned Inventory;



(vi) it is located only at the Site or at such other location as is approved in writing by the
Administrative Agent; and



(vii) the Administrative Agent, in its reasonable judgment and in good faith, has not
determined that it is unacceptable or should be price-adjusted in any material respect due to age,
type, quality, category and/or quantity.



Any of the Inventory of the Borrower that is at any time Eligible Inventory, but which subsequently
fails to meet any of the foregoing requirements, shall immediately cease to be Eligible Inventory;
provided that if such ineligible Inventory subsequently meets all of the foregoing
requirements, it shall again be deemed Eligible Inventory.



“Environmental Affiliate” means any Person, only to the extent of, and only with
respect to matters or actions or inactions of such Person for which, the Borrower could reasonably
be expected to have liability as a result of the Borrower retaining, assuming, accepting or
otherwise being subject to liability for Environmental Claims relating to such Person, whether the
source of the Borrower’s obligation is by contract or operation of Law.



“Environmental Approvals” means any Governmental Approvals required under applicable
Environmental Laws or any Governmental Approvals in connection with any voluntary agreement entered
pursuant to any Environmental Law.



“Environmental Claim” means any written notice, claim, demand or similar written
communication by any Person alleging potential liability or requiring or demanding regulatory
compliance or remedial or responsive measures (including potential liability for investigatory
costs, cleanup, remediation and mitigation costs, governmental response costs, natural resources
damages, property damages, personal injuries, fines or penalties) in each such case (x) either
(i) with respect to environmental contamination-related liabilities or obligations with respect to
which the Borrower could reasonably be expected to be responsible that are, or could reasonably be
expected to be, in excess of two hundred thousand Dollars ($200,000) in the aggregate, or (ii) that
has or could reasonably be expected to result in a Material Adverse Effect and (y) arising out of,
based on or resulting from (i) the presence, release or threatened release into the environment, of
any Materials of Environmental Concern at any location, whether or not owned by such Person;
(ii) circumstances forming the basis of any violation, or alleged violation, of any
Environmental Laws or Environmental Approvals; or (iii) personal injury or damage to property
as a result of exposure to Materials of Environmental Concern.


 


14









 





“Environmental Consultant” means Harris Group, or any replacement environmental
consultant appointed by the Administrative Agent with the approval of the Required Lenders.



“Environmental Laws” means all Laws applicable to the Project relating to pollution or
protection of human health, safety or the environment (including ambient air, surface water, ground
water, land surface or subsurface strata), including Laws relating to the presence, emissions,
discharges, releases or threatened releases of Materials of Environmental Concern, or otherwise
applicable to the Project relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport, management, remediation or handling of Materials of Environmental
Concern.



“Environmental Site Assessment Report” means, a Phase I environmental site assessment
report prepared by an environmental consulting firm reasonably acceptable to the Administrative
Agent, which report shall comply with ASTM standard 1527-05 (with such modifications thereto as may
reasonably be requested by the Borrower and are reasonably acceptable to the Administrative Agent),
and a Phase II environmental site assessment or any other studies or investigations, in each case
reasonably acceptable to the Administrative Agent, addressing any recognized environmental
conditions or other areas of concern identified in the relevant Phase I report if in the reasonable
determination of the Administrative Agent, acting in consultation with the Independent Engineer, a
Phase II assessment is warranted.



“Equator Principles” means The Equator Principles – An Industry Framework for
Financial Institutions to Manage Environmental and Social Issues in Project Financing.



“Equity Interests” means, with respect to any Person, all of the shares of capital
stock of (or other ownership or profit interests in) such Person, all of the warrants, options or
other rights for the purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person
or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, and whether or not
such shares, warrants, options, rights or other interests are outstanding on any date of
determination, in each such case including all voting rights and economic rights related thereto.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any
successor statute of similar import, together with the regulations thereunder, in each case as in
effect from time to time. References to sections of ERISA also refer to any successor sections.



“ERISA Affiliate” means any Person, trade or business that, together with the
Borrower, is or was treated as a single employer under Section 414 of the Code or Section 4001 of
ERISA.


 


15









 





“ERISA Plan” means any Plan that is not a Multiemployer Plan.



“Ethanol Agreement” means that certain Ethanol Marketing Contract dated as of December
29, 2006, as amended on [                    ], between the Borrower’s Ethanol Market Consultant and the
Borrower.



“Ethanol Market Guarantor” means FCStone, or any replacement ethanol market consultant
appointed by the Administrative Agent.



“Ethanol Marketing Contract Guaranty” means that certain Ethanol Marketing Contract
Guaranty dated as of December 29, 2007 by the Ethanol Market Guarantor in favor of the Borrower.



“Eurodollar Loan” means any Loan bearing interest at a rate determined by reference to
the Eurodollar Rate and the provisions of Article II (Commitments and Funding) and
Article III (Repayments, Prepayments, Interest and Fees).



“Eurodollar Office” means, relative to any Lender, the office of such Lender
designated as such on Schedule 2.01 or designated in the Lender Assignment Agreement
pursuant to which such Lender became a Lender hereunder or such other office of a Lender as
designated from time to time by notice from such Lender to the Borrower and the Administrative
Agent pursuant to Section 4.04 (Obligation to Mitigate) that shall be making or maintaining
Eurodollar Loans of such Lender hereunder.



“Eurodollar Rate” means, for any Interest Period with respect to any Eurodollar Loan,
an interest rate per annum equal to the rate per annum obtained by dividing (x) LIBOR for such
Interest Period and such Eurodollar Loan, by (y) a percentage equal to (i) 100% minus (ii) the
Eurodollar Reserve Percentage for such Interest Period.



“Eurodollar Reserve Percentage” means, for any day during any Interest Period, the
reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such
day, whether or not applicable to any Lender, under regulations issued from time to time by the
F.R.S. Board for determining the maximum reserve requirement (including any emergency, supplemental
or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to
as “Eurocurrency Liabilities”). The Eurodollar Rate for each outstanding Eurodollar Loan shall be
adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.



“Event of Abandonment” means any of the following shall have occurred: (i) the
abandonment by the Borrower of the development, construction, operation or maintenance of the
Project for a period of more than sixty (60) consecutive days (other than as a result of force
majeure, an Event of Taking or a Casualty Event), (ii) the suspension of all or substantially all
of the Borrower’s activities with respect to the Project, other than as the result of a force
majeure, Event of Taking or Casualty Event, for a period of more than sixty (60) consecutive days,
or (iii) any written acknowledgement by the Borrower of a final decision to take any of the
foregoing actions.




 


16











 




“Event of Default” means any one of the events specified in Section 8.01 (Events
of Default).



“Event of Taking” means any taking, exercise of rights of eminent domain, public
improvement, inverse condemnation, condemnation or similar action of or proceeding by any
Governmental Authority relating to any material part of the Project with, any Equity Interests of
the Borrower, or any other assets thereof.



“Event of Total Loss” means the occurrence of a Casualty Event affecting all or
substantially all of the Project or the assets of the Borrower.



“Excluded Taxes” means, with respect to any Agent or any Lender or any other recipient
of any payment to be made by or on account of any Obligation of the Borrower hereunder, (a) income
or franchise Taxes imposed on (or measured by) such Agent’s, Lender’s or other recipient’s net
income by the United States, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any Lender, in which its
applicable office is located, or (b) any branch profits Tax imposed by the United States, or any
similar Tax imposed by any other jurisdiction described in clause (a) above or (c) any United
States withholding Tax to the extent that it is imposed on amounts payable to such Agent or such
Lender at the time such Agent or such Lender becomes a party to this Agreement or to the extent it
is imposed on amounts payable to such Agent or such Lender due to a merger, reorganization or
acquisition of such Agent or such Lender.



“Existing Plant Debt” means all outstanding payment obligations of the Borrower
pursuant to (a) the Loan Agreement, dated as of October 1, 2006, between First United Ethanol, LLC
and Mitchell County Development Authority as issuer of the Variable Rate Demand Solid Waste
Disposal Revenue Bonds (First United Ethanol, LLC Project), Series 2006, (b) the Loan Agreement,
dated as of October 1, 2006, between First United Ethanol, LLC and Mitchell County Development
Authority as issuer of the Variable Rate Demand Taxable Economic Development Revenue Bonds (First
United Ethanol, LLC Project), Series 2006, (c) the Reimbursement Agreement, dated as of November
30, 2006, between First United Ethanol, LLC and Southwest Georgia Farm Credit, ACA and (d) the
Credit Facility Agreement, dated as of November 30, 2006, between First United Ethanol, LLC and
Southwest Georgia Farm Credit, ACA.



“Extraordinary Proceeds Account” has the meaning provided in Section 3.01(a)(x) of the
Accounts Agreement.



“F.R.S. Board” means the Board of Governors of the Federal Reserve System or any
successor thereto.



“Federal Funds Effective Rate” means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System arranged by federal
funds brokers on such day, as published on the next succeeding Business Day by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day that is a
Business Day, the average of the quotations for such day for such transactions received by the
Administrative Agent from three federal funds brokers of recognized standing selected by the
Administrative Agent.


 


17









 





“Fee Letters” means (i) that certain Fee Letter among the Administrative Agent, the
Collateral Agent and the Borrower, (ii) the Accounts Bank Fee Letter, and (iii) that certain Fee
Letter between the Lead Arranger and the Borrower, each dated as of the date hereof and setting
forth certain fees that will, from time to time, become due and payable with respect to the Loans
and to the Agents.



“Fees” means, collectively, each of the fees payable by the Borrower for the account
of any Lender or Agent pursuant to Section 3.13 (Fees).



“Final Completion” has the meaning provided in the Design-Build Agreement.



“Final Completion Certificate” means (a) a certificate of the Independent Engineer, in
substantially the form of Exhibit Q-1, or (b) a certificate of the Borrower, in
substantially the form of Exhibit Q-2, in each case confirming that Final Completion has
occurred.



“Final Completion Date” means the date on which the Project has achieved Final
Completion, as certified by the Borrower and the Independent Engineer.



“Final Maturity Date” means, with respect to the Term Loans, the earlier to occur of
(a) the date that occurs six (6) years after the Conversion Date and (b) the date that occurs eight
(8) years after the Closing Date.



“Financial Model” means the projections of revenue and expenses and cash flows with
respect to the Borrower and the Project for the year ended December 31, 2007 through the year
ended December 31, 2023, attached hereto as Exhibit K, as the same may be updated by the
Borrower with the prior written approval of the Administrative Agent.



“Financial Officer” means, with respect to any Person, the controller, treasurer or
chief financial officer of such Person.



“Financing Documents” means:



(i) this Agreement;



(ii) the Accounts Agreement;



(iii) the Intercreditor Agreement;



(iv) the Notes;



(v) the Security Documents;



(vi) the Interest Rate Protection Agreements;


 


18









 





(vii) the Fee Letters;



(viii) the other financing and security agreements, documents and instruments delivered in
connection with this Agreement; and



(ix) each other document designated as a Financing Document by the Borrower and the
Administrative Agent.



“Fiscal Quarter” means any quarter of a Fiscal Year.



“Fiscal Year” means any period of twelve (12) consecutive calendar months ending on
September 30.



“Funding” means the incurrence of each Construction Loan, Term Loan or Working Capital
Loan made by the Lenders on a single date.



“Funding Date” means, with respect to each Funding, the date on which funds are
disbursed by the Administrative Agent, on behalf of the relevant Lenders, to the Borrower in
accordance with Section 2.05 (Funding of Loans).



“Funding Notice” means (i) in the case of a request for a Funding of Construction
Loans, a Construction Loan Funding Notice, (ii) in the case of a request for a Funding of Term
Loans, the Conversion Date Funding Notice, and (iii) in the case of a request for Funding of
Working Capital Loans, a Working Capital Loan Funding Notice.



“GAAP” means generally accepted accounting principles in effect from time to time in
the United States, applied on a consistent basis.



“Gas Facilities Agreement” means that certain Natural Gas Facilities Agreement dated
as of January 23, 2007 between the Gas Supplier and the Borrower.



“Gas Supplier” means the City of Camilla.



“Gas Supply Agreement” means that certain Natural Gas Supply and Capacity Agreement
dated as of January 23, 2007 between the Gas Supplier and the Borrower.



“Governmental Approval” means any authorization, consent, approval, agreement,
license, lease, ruling, permit, certification, exemption, filing for registration by or with any
Governmental Authority.



“Governmental Authority” means any nation, state, sovereign, or government, any
federal, regional, state, local or political subdivision and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining to government.



“Grain Brokerage Agreement” means that certain Grain Brokerage Agreement dated as of
November 3, 2006, as amended on [                    ], between the Grain Broker and the Borrower.


 


19









 





“Grain Broker” means Palmetto Grain Brokerage, LLC.



“Granting Lender” has the meaning provided in Section 10.03(h) (Assignments).



“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of
such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other
obligation payable or performable by another Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation, (ii) to purchase or lease property, securities or services for the purpose of
assuring the obligee in respect of such Indebtedness or other obligation of the payment or
performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in
respect of such Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any
assets of such Person securing any Indebtedness or other obligation of any other Person, whether or
not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such Lien).



“Historical Debt Service Coverage Ratio” or “HDSCR” means, as of any Quarterly
Payment Date, for the four (4) Fiscal Quarters immediately preceding (and not including the
then-current Fiscal Quarter) such Quarterly Payment Date (or, if less than four (4) Fiscal Quarters
have elapsed since the Conversion Date, for such number of full Fiscal Quarters that has elapsed
since the Conversion Date), the ratio of (i) Cash Flow Available for Debt Service during such
period to (ii) Debt Service during such period.



“Indebtedness” means, as to any Person at a particular time, without duplication, all
of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:



(a) all obligations of such Person for or in respect of moneys borrowed or raised, whether or
not for cash by whatever means (including acceptances, deposits, discounting, letters of credit,
factoring, and any other form of financing which is recognized in accordance with GAAP in such
Person’s financial statements as being in the nature of a borrowing or is treated as “off-balance
sheet” financing);



(b) all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or
other similar instruments;



(c) all obligations of such Person for the deferred purchase price of property or services;



(d) all obligations of such Person under conditional sale or other title retention agreements
relating to property or assets acquired by such Person (even though the rights and
remedies of the seller or lender under such agreement in the event of default are limited to
repossession or sale of such property or are otherwise limited in recourse);


 


20









 





(e) the maximum amount of all direct or contingent obligations of such Person arising under
letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety
bonds and similar instruments;



(f) all Capitalized Lease Liabilities;



(g) net obligations of such Person under any Swap Contract;



(h) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any
payment in respect of any Equity Interests in such Person or any other Person or any warrants,
rights or options to acquire such Equity Interests, valued, in the case of redeemable preferred
interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and
unpaid dividends; and




(i) all Guarantees of such Person in respect of any of the foregoing.



For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any
partnership or joint venture (other than a joint venture that is itself a corporation or limited
liability company) in which such Person is a general partner or a joint venturer, unless such
Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under
any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such
date.



“Indemnified Taxes” means Taxes other than Excluded Taxes.



“Indemnitee” has the meaning provided in Section 10.08 (Indemnification by the
Borrower).



“Independent Engineer” means Harris Group, or any replacement independent engineer
appointed by the Administrative Agent and, so long as no Default or Event of Default has occurred
and is continuing, reasonably acceptable to Borrower (which acceptance shall not be unreasonably
withheld or delayed).



“Independent Engineer’s Certificate” means a certificate of the Independent Engineer
in substantially the form of Exhibit J.




“Independent Member” means a Person, who is not at the time of initial
appointment as the Independent Member or at any time while serving as the
Independent Member and has not been at any time during the five (5) years preceding
such initial appointment:




(i) a direct or indirect owner of any Equity Interest in, member (with the exception
of serving as the Independent Member), officer, employee, partner,
director, manager or contractor, bankruptcy trustee, attorney or counsel of any
member of the Borrower or any Affiliate thereof;


 


21









 






(ii) a creditor, customer, supplier, or other person who derives any of its
purchases or revenues from its activities with the Borrower, any member of the
Borrower, or any member of any Affiliate of any of them (with the exception of its
activity of serving as the Independent Member);




(iii) a Person controlling or under common control with the Borrower, any member of
the Borrower, any member of any Affiliate of any of them or any Person excluded from
serving as Independent Member under clause (i) or (ii) of this definition;




(iv) a member of the immediate family by blood or marriage of any Person excluded
from being an Independent Member under clause (i) or (ii) of this definition; or




(v) a Person who received, or a member or employee of a firm or business that
received, fees or other income from the Borrower or any Affiliate thereof in the
aggregate in excess of five percent (5%) of the gross income, for any applicable
year, of such Person (with the exception of fees received for its activity of
serving as the Independent Member).



“Information” has the meaning provided in Section 10.18 (Treatment of Certain
Information; Confidentiality).



“Informational Report” means an “Informational Report” as defined in the Design-Build
Agreement.



“Initial Quarterly Payment Date” means the first Quarterly Payment Date that is not
less than forty-five (45) days following the Conversion Date.



“Insolvency or Liquidation Proceeding” has the meaning provided in the Intercreditor
Agreement.



“Insurance and Condemnation Proceeds Account” has the meaning provided in
Section 3.01(a)(ix) of the Accounts Agreement.



“Insurance Consultant” means Moore-McNeil, LLC, or any replacement insurance
consultant appointed by the Administrative Agent.



“Insurance Proceeds” means all proceeds of any insurance policies required pursuant to
this Agreement or otherwise obtained with respect to the Borrower or the Project that are paid or
payable to or for the account of the Borrower, or the Collateral Agent as loss payee, or additional
insured (other than Business Interruption Insurance Proceeds and proceeds of insurance policies
relating to third party liability).


 


22









 





“Intercreditor Agreement” means that certain Amended and Restated Subordination
Agreement, dated as of the date hereof, by and among the Borrower, the Collateral Agent as senior
collateral agent, Southwest Georgia Farm Credit, ACA as existing senior lender, the Issuer, the
Bond Trustee as subordinate bond trustee, and Wachovia Bank, National Association as subordinate
bondholder.



“Interest Payment Date” means (i) with respect to Eurodollar Loans, the last day of
each applicable Interest Period (and, if such Interest Period exceeds three months, on the day
three months after such Eurodollar Loan is made or continued) or, if applicable, any date on which
such Eurodollar Loan is converted to a Base Rate Loan and (ii) with respect to Base Rate Loans, on
each Quarterly Payment Date or, if applicable, any date on which such Base Rate Loan is converted
to a Eurodollar Loan.



“Interest Period” means, with respect to any Eurodollar Loan, the period beginning on
(and including) the date on which such Eurodollar Loan is made pursuant to Section 2.05
(Funding of Loans) or the date on which each successive interest period for each such
Eurodollar Loan is determined pursuant to Section 3.05 (Interest Rates) and ending on (and
including) the day that numerically corresponds to such date one (1), two (2), three (3) or six
(6) months thereafter, in either case as the Borrower may select in the relevant Funding Notice or
Interest Period Notice; provided, however, that (i) if such Interest Period would
otherwise end on a day that is not a Business Day, such Interest Period shall end on the next
following Business Day (unless such next following Business Day is in a different calendar month,
in which case such Interest Period shall end on the next preceding Business Day), (ii) any Interest
Period that begins on the last Business Day of a month (or on a day for which there is no
numerically corresponding day in the month at the end of such Interest Period) shall end on the
last Business Day of the month at the end of such Interest Period, (iii) the Borrower may not
select any Interest Period that ends after any Quarterly Payment Date unless, after giving effect
to such selection, the aggregate outstanding principal amount of Eurodollar Loans having Interest
Periods which end on or prior to such Quarterly Payment Date shall be at least equal to the
aggregate principal amount of Eurodollar Loans due and payable on or prior to such Quarterly
Payment Date, and (iv) no Interest Period may end later than the Maturity Date for the relevant
type of Loan.



“Interest Period Notice” means a notice in substantially the form attached hereto as
Exhibit O, executed by an Authorized Officer of the Borrower.



“Interest Rate Protection Agreement” means each interest rate swap, collar, put, or
cap, or other interest rate protection arrangement, with a Qualified Counterparty, in each such
case that is reasonably satisfactory to the Administrative Agent and is entered into in accordance
with Section 7.01(u) (Affirmative Covenants — Interest Rate Protection Agreement).



“Interest Rate Protection Provider” means a Qualified Counterparty that is party to an
Interest Rate Protection Agreement.



“Inventory” means inventory, as that term is defined in the UCC, now or hereafter
owned by the Borrower, including all products, goods, materials and supplies produced,
purchased or acquired by the Borrower for the purpose of sale or use in the Borrower’s
operations in the ordinary course of business.


 


23









 





“Issuer” means the Mitchell County Development Authority, a public body corporate and
politic created and existing under the laws of the State of Georgia.



“Law” means, with respect to any Governmental Authority, any constitutional provision,
law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, common law,
holding, injunction, Governmental Approval or requirement of such Governmental Authority. Unless
the context clearly requires otherwise, the term “Law” shall include each of the foregoing
(and each provision thereof) as in effect at the time in question, including any amendments,
supplements, replacements, or other modifications thereto or thereof, and whether or not in effect
as of the date of this Agreement.



“Lead Arranger” means WestLB in its capacity as sole lead arranger, bookrunner and
syndication agent hereunder.



“Lender Assignment Agreement” means a Lender Assignment Agreement, substantially in
the form of Exhibit R.



“Lenders” means the persons identified as “Lenders” and listed on the signature pages
of this Agreement and each other Person that acquires the rights and obligations of a Lender
hereunder pursuant to Section 10.03 (Assignments).



“Letter Agreement” means that certain Letter Agreement for Design and Construction of
Water Pre-Treatment System and Fire Protection System dated as of January 13, 2007 between the
Design-Build Contractor and the Borrower.



“LIBOR” means, for any Interest Period for any Eurodollar Loan:



(a) the rate per annum equal to the rate determined by the Administrative Agent to be the
offered rate that appears on the page of the Telerate screen (or any successor thereto) that
displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars
(for delivery on the first day of such Interest Period) with a term equivalent to such Interest
Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the
first day of such Interest Period; or



(b) if the rate referenced in the preceding clause (a) does not appear on such page or service
or such page or service is not available, the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate on such other page or other service that displays an
average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery
on the first day of such Interest Period) with a term equivalent to such Interest Period,
determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first
day of such Interest Period; or


 


24









 





(c) if the rates referenced in the preceding clauses (a) and (b) are not available, the rate
per annum determined by the Administrative Agent as the rate of interest at which deposits in
Dollars for delivery on the first day of such Interest Period in same day funds in the approximate
amount of the Eurodollar Loan being made, continued or converted and with a term equivalent to such
Interest Period would be offered by WestLB to major banks in the London interbank eurodollar market
at their request at approximately 4:00 p.m. (London time) two (2) Business Days prior to the first
day of such Interest Period.



“License Agreement” means that certain ICM License Agreement dated as of November 16,
2006 between the Technology License Provider and the Borrower.



“Lien” means any security interest, mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, bailment, conditional sales or title retention agreement, lien
(statutory or otherwise), charge against or interest in property, in each case of any kind, to
secure payment of a debt or performance of an obligation.



“Line Item” means a line item of cost or expense set forth in the Construction Budget.



“Liquidated Damages Account” has the meaning set forth in Section 3.01(a)(ii) of the
Accounts Agreement.



“Loan Parties” means, collectively, the Borrower and the Pledgor.



“Loans” means, collectively, the Construction Loans, the Term Loans and the Working
Capital Loans.



“Local Account” means any local bank account (other than the Project Accounts and the
Bond Accounts) in the name of the Borrower.



“Maintenance Capital Expense Account” has the meaning set forth in Section 3.01(a)(v)
of the Accounts Agreement.



“Maintenance Capital Expenses” means all expenditures by the Borrower for regularly
scheduled (or reasonably anticipated) major maintenance of the Project, Prudent Ethanol Operating
Practice and vendor and supplier requirements constituting major maintenance (including teardowns,
overhauls, capital improvements, replacements and/or refurbishments of major components of the
Project).



“Major Project Documents” means:




	 	(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” means each Person (other than the Borrower) who is a party to a
Major Project Document.



“Mandatory Prepayment” means a prepayment in accordance with Section 3.10
(Mandatory Prepayment).



“Master Transportation Contract” means that certain Master Transportation Contract
effective as of November 15, 2006 between Norfolk Southern Railway Company and the Borrower.



“Material Adverse Effect” means any event, development or circumstance that has had or
could reasonably be expected to have a material adverse effect on (i) the business, assets,
property, condition (financial or otherwise), prospects, or operations of the Borrower or the
Project, taken as a whole, (ii) the ability of the Borrower, the Pledgor, any Project Party or any
party (other than a Senior Secured Party) to the Intercreditor Agreement or Accounts Agreement to
perform its material obligations under any Transaction Document to which it is a party,
(iii) creation, perfection or priority of the Liens granted, or purported to be granted, in favor,
or for the benefit, of the Collateral Agent pursuant to the Security Documents or (iv) the rights
or remedies of any Senior Secured Party under any Financing Document.



“Materials of Environmental Concern” means chemicals, pollutants, contaminants,
wastes, toxic substances and hazardous substances, any toxic mold, radon gas or other naturally
occurring toxic or hazardous substance or organism and any material that is regulated in any way,
or for which liability is imposed, pursuant to an Environmental Law.



“Maturity Date” means, as the context may require, (a) with respect to the
Construction Loans, the Construction Loan Maturity Date (b) with respect to the Term Loans, the
Final Maturity Date and (c) with respect to the Working Capital Loans, the Working Capital Loan
Maturity Date.



“Maximum Rate” has the meaning provided in Section 10.09 (Interest Rate
Limitation).



“Moody’s” means Moody’s Investors Service Inc., and any successor thereto that is a
nationally recognized rating agency.



“Mortgage” means the Mortgage, Security Agreement, Financing Statement, Fixture Filing
and Assignment of Leases, Rents and Security Deposits, in form and substance reasonably
satisfactory to the Lenders, to be made by the Borrower to the Collateral Agent for the benefit of
the Senior Secured Parties.



“Mortgaged Property” means all real property right, title and interest of the Borrower
that is subject to the Mortgage in favor of the Collateral Agent.


 


26









 





“Multiemployer Plan” means a Plan that is a “multiemployer plan” as defined in
Section 4001(a)(3) of ERISA.



“Necessary Project Approvals” has the meaning set forth in Section 5.03(a)(i)
(Representations and Warranties — Governmental Approvals).



“Necessary Project Contracts” has the meaning set forth in Section 5.11(a)(ii)
(Representations and Warranties — Contracts).



“Net Swap Payment” means, with respect to any Interest Rate Protection Agreement and
for any period, all scheduled Obligations due and payable by the Borrower under such Interest Rate
Protection Agreement during such period, after giving effect to any netting applicable thereto.



“Non-Appealable” means, with respect to any specified time period allowing an appeal
of any ruling under any constitutional provision, Law, statute, rule, regulation, ordinance,
treaty, order, decree, judgment, decision, certificate, holding or injunction that such specified
time period has elapsed without an appeal having been brought.



“Non-U.S. Lender” has the meaning set forth in Section 4.07(e) (Taxes — Foreign
Lenders).



“Non-Voting Lender” means any Lender who (a) is also a Loan Party, a Project Party, a
party (other than a Senior Secured Party) to the Intercreditor Agreement or Accounts Agreement, or
any Affiliate or Subsidiary thereof, or (b) has sold a participation in the Loan held by it to any
such Person.



“Notes” means the Construction Notes, the Term Notes and the Working Capital Notes,
including any promissory notes issued by the Borrower in connection with assignments of any Loan of
a Lender, in each case substantially in the form of Exhibit B, Exhibit C or
Exhibit D as they may be amended, restated, supplemented or otherwise modified from time to
time.



“Notice to Proceed” means the “Notice to Proceed” as defined in, and issued in
accordance with the terms of, the Design-Build Agreement.



“Obligations” means and includes all loans, advances, debts, liabilities, Indebtedness
and obligations, howsoever arising, owed to the Agents, the Lenders or any other Senior Secured
Party of every kind and description (whether or not evidenced by any note or instrument and whether
or not for the payment of money), direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising and including
interest and fees that accrue after the commencement by or against the Borrower of any Insolvency
or Liquidation Proceeding naming the Borrower as the debtor in such proceeding, regardless of
whether such interest and fees are allowed claims in such proceeding, pursuant to the terms of this
Agreement or any of the other Financing Documents (including the Interest Rate Protection
Agreements), including all principal, interest, fees, charges, expenses,
attorneys’ fees, costs and expenses, accountants’ fees and Consultants’ fees payable by the
Borrower hereunder or thereunder.


 


27









 





“Operating Account” has the meaning provided in Section 3.01(a)(iv) of the Accounts
Agreement.



“Operating Budget” has the meaning set forth in Section 7.01(j) (Affirmative
Covenants — Operating Budgets).



“Operating Budget Category” means, at any time with respect to each Operating Budget,
each line item set forth in such Operating Budget in effect at such time.



“Operating Statement” means an operating statement with respect to the Project, in
substantially the form of Exhibit L.



“Operation and Maintenance Expenses” means, for any period, the sum without
duplication of all (i) reasonable and necessary expenses of administering, managing and operating,
and generating Products for sale from, the Project and maintaining it in good repair and operating
condition, (ii)  costs associated with the supply and transportation of all feedstock, natural gas,
electricity and other supplies and raw materials to the Project and distribution and sale of
Products from the Project that the Borrower is obligated to pay, (iii) all reasonable and necessary
insurance costs (other than insurance premiums that are paid as Project Costs), (iv) property,
sales and franchise taxes to the extent that the Borrower is liable to pay such taxes to the taxing
authority (other than taxes imposed on or measured by income or receipts) to which the Project, may
be subject (or payment in lieu of such taxes to which the Project may be subject), (v) reasonable
and necessary costs and fees incurred in connection with obtaining and maintaining in effect
Necessary Project Approvals, on or after the Final Completion Date for the Project, (vi) reasonable
and arm’s-length legal, accounting and other professional fees attendant to any of the foregoing
items during such period, (vii) the reasonable costs of administration and enforcement of the
Transaction Documents, (viii) costs incurred pursuant to the Permitted Commodity Hedging
Arrangements, and (ix) all other costs and expenses included in the then-current Operating Budget.
In no event shall Project Costs or Maintenance Capital Expenses be considered Operation and
Maintenance Expenses.



“Organic Documents” means, with respect to any Person that is a corporation, its
certificate of incorporation, its by-laws and all shareholder agreements, voting trusts and similar
arrangements applicable to any of its authorized shares of capital stock and, with respect to any
Person that is a limited liability company, its certificate of formation or articles of
organization and its limited liability agreement.



“Owner” means “Owner” as defined in the Design-Build Agreement.



“Owners Scope” means, with respect to the Project, all work relating to the
construction of the Project that is the responsibility of “Owner” (as defined in the Design-Build
Agreement) or any of Owner’s contractors (other than Design-Build Contractor), including work set
forth in Article IV of the Design-Build Agreement.


 


28









 





“Participant” has the meaning provided in Section 10.03(d) (Assignments).



“Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT)
of 2001, and the rules and regulations promulgated thereunder from time to time in effect.



“PBGC” means the Pension Benefit Guaranty Corporation and any entity succeeding to any
or all of its functions under ERISA.



“Performance Bond” means any performance bond provided for the benefit of the Borrower
under the Design-Build Agreement.



“Performance Test” has the meaning provided in the Design-Build Agreement.



“Performance Test Report” has the meaning provided in Section 7.01(k) (Affirmative
Covenants — Performance Tests).



“Permitted Commodity Hedging Arrangements” means those Commodity Hedging Arrangements
entered into by the Borrower in accordance with Section 7.02(u) (Negative Covenants — Commodity
Hedging Arrangements).



“Permitted Indebtedness” means Indebtedness identified in Section 7.02(a)
(Negative Covenants — Restrictions on Indebtedness of the Borrower).



“Permitted Liens” means Liens identified in Section 7.02(b) (Negative Covenants -
Liens).



“Permitted Tax Distribution” means, with respect to any distributee that is required
to pay tax as a result of its direct or indirect ownership of the Borrower, an amount equal to
(a) the Effective Tax Rate at such time multiplied by (b) such distributee’s estimated share of the
taxable income of the Borrower (after netting or otherwise taking account of a distributee’s shares
of the income, loss, deduction and credit associated with the distributee’s interest in the
Borrower) that the distributee is reasonably expected to have to report for income tax purposes for
the Fiscal Quarter distributed to the extent necessary to fund a distributee’s timely payment to a
Governmental Authority of tax liability (including estimated payments thereof) and subject to
correction as described below. “Effective Tax Rate” means, as of any date of calculation,
a percentage equal to the sum of (x) the maximum then-current federal marginal income tax rate plus
(y) [[          ]
percent ([     ]%)]2. Permitted Tax Distributions as estimated for purposes of a Quarterly Payment Date shall be subject to later correction to reflect amounts as actually
reported on an income tax return by a distributee for federal and state income tax purposes. Thus,
on any Quarterly Payment Date, the Permitted Tax Distribution means the amount calculated as the
product of (a) and (b), above, adjusted by the difference, if any, between the Permitted Tax
Distribution for the preceding Quarterly Payment Date as estimated for such date and the Permitted
Tax Distribution for that preceding Quarterly Payment Date as finally determined.





 




			
	2	 	Borrower to provide rate of current [Georgia] and City
of [                    ] (if any) marginal income tax rate applicable to such distributee.




 


29









 










“Person” means any natural person, corporation, partnership, limited liability
company, firm, association, trust, government, governmental agency or any other entity, whether
acting in an individual, fiduciary or other capacity.



“Plan” means an employee pension benefit plan (as defined in Section 3(2) of ERISA)
subject to Title IV of ERISA that is sponsored or maintained by the Borrower or any ERISA
Affiliate, or in respect of which the Borrower or any ERISA Affiliate has any obligation to
contribute or liability.



“Pledge Agreement” means the Pledge and Security Agreement, dated as of the date
hereof, among the Borrower, the Pledgor and the Collateral Agent, pursuant to which the Pledgor
pledges one hundred percent (100%) of its Equity Interests in the Borrower to the Collateral Agent.



“Pledgor” means First United Ethanol, LLC, a Georgia limited liability company.



“Prepayment Holding Account” has the meaning set forth in Section 3.01(a)(viii) of the
Accounts Agreement.



“Primary Swap Obligations” means, with respect to any Interest Rate Protection
Agreement, all scheduled obligations due and payable by any Person party to such Interest Rate
Protection Agreement (after giving effect to any netting applicable thereto) and all payments of
Swap Termination Value due and payable by any Person party to such Interest Rate Protection
Agreement, but excluding any amounts owed in respect of Taxes, expenses and indemnification
obligation which do not constitute payments of Swap Termination Value.



“Process Agent” means any Person appointed as agent by the Borrower, the Pledgor or
any party to the Intercreditor Agreement or Accounts Agreement, to the extent required under the
Financing Documents, to receive on behalf of itself and its property services of copies of summons
and complaint or any other process which may be served in connection with any action
or proceeding before any court arising out of or relating to this Agreement or any other
Financing Document to which it is a party, including [          ]3.





 




			
	3	 	Borrower to provide.




 


30









 





“Products” means ethanol, Distillers Grains, and any other co-product or by-product
produced in connection with the production of ethanol at the Project.



“Project” means, the ethanol production facility to be constructed and owned by the
Borrower and located in Camilla, Georgia, with a nameplate capacity of approximately 100 million
gallons-per-year of denatured ethanol, including the Site and all buildings, structures,
improvements, easements and other property related thereto.



“Project Accounts” has the meaning provided in Section 1.01 of the Accounts Agreement.



“Project Costs” means, the following costs and expenses incurred by the Borrower in
connection with the Project prior to the Final Completion Date and set forth in the Construction
Budget or otherwise approved in writing by the Required Lenders (in consultation with the
Independent Engineer):



(i) costs incurred by the Borrower under the Design-Build Agreement, and other costs related
to the acquisition, site preparation, design, engineering, construction, installation, start-up,
and testing of the Project;



(ii) through the Conversion Date, fees and expenses incurred by or on behalf of the Borrower
in connection with the development of the Project and the consummation of the transactions
contemplated by this Agreement, including financial, accounting, legal, surveying and consulting
fees, and the costs of preliminary engineering;



(iii) interest and Fees on the Construction Loans and Subordinated Debt until the Final
Completion Date;



(iv) financing fees and expenses in connection with the Loans and the fees, costs and expenses
of the Agents’ counsel, any Interest Rate Protection Provider’s counsel and the Consultants;



(v) insurance premiums with respect to the Title Insurance Policy and the insurance required
pursuant to Section 7.01(h) (Affirmative Covenants — Insurance);




 


31









 









(vi) costs of corn and natural gas utilized for commissioning, Performance Tests for, and
operation of, the Project prior to the Final Completion Date;



(vii) amounts required to fund the Debt Service Reserve Account to fifty percent (50%) of the
Debt Service Reserve Required Amount; and



(viii) all other costs and expenses included in the Construction Budget for the Project.



“Project Document Termination Payments” means all payments that are required to be
paid to or for the account of the Borrower as a result of the termination of any Project Document.



“Project Documents” means:




	 	(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” means each Person (other than the Borrower) who is a party to a
Project Document.



“Prospective Debt Service Coverage Ratio” or “PDSCR” means, for any Quarterly
Payment Date, for the Fiscal Quarter including such Quarterly Payment Date and the three (3) Fiscal
Quarters immediately following such Quarterly Payment Date, the ratio of (i) Cash Flow Available
for Debt Service projected for such period to (ii) Debt Service projected for such period, in each
case based on the then-current Operating Budget approved in accordance with Section 7.01(j)
(Affirmative Covenants — Operating Budgets), as the same has been updated (if necessary) to
reflect the then-current projections for commodity prices, and approved by the Administrative
Agent, which approval shall not be unreasonably withheld or delayed.



“Prudent Ethanol Operating Practice” means those reasonable practices, methods and
acts that (i) are commonly used to manage, operate and maintain ethanol production, distribution,
equipment and associated facilities of the size and type that comprise the Project safely,
reliably, and efficiently and in compliance with applicable Laws, manufacturers’ warranties and
manufacturers’ and licensor’s recommendations and guidelines, and (ii) in the exercise of
reasonable judgment, skill, diligence, foresight and care are expected of an ethanol plant
operator, in order to efficiently accomplish the desired result consistent with safety standards,
applicable Laws, manufacturers’ warranties, manufacturers’ recommendations and, in the case of the
Project, the Project Documents. Prudent Ethanol Operating Practice does not necessarily mean one
particular practice, method, equipment specifications or standard in all cases, but is instead
intended to encompass a broad range of acceptable practices, methods, equipment specifications and
standards.



“Qualified Counterparty” means any of the following: (i) any Person who is a Lender,
the Administrative Agent, or the Collateral Agent on the date the relevant Interest Rate Protection
Agreement is entered into or (ii) any Affiliate of any Person listed in clause (i).



“Quarterly Payment Date” means each of March 31, June 30, September 30 and
December 31.



“Quarterly Period” means each three (3) month period beginning on (and including) the
day immediately following a Quarterly Payment Date and ending on (and including) the next Quarterly
Payment Date.



“RCRA” means the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), as
amended, and all rules, regulations, standards, guidelines, and publications issued thereunder.



“Register” has the meaning set forth in Section 10.03(c) (Assignments).


 


33









 





“Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents and advisors of such Person and of such Person’s
Affiliates.



“Removal,” “Remedial” and “Response” actions shall include the types
of activities covered by CERCLA, RCRA, and other comparable Environmental Laws, and whether the
activities are those which might be taken by a Governmental Authority or those which a Governmental
Authority or any other Person might seek to require of potentially responsible parties, liable
parties, waste generators, handlers, distributors, processors, users, disposers, storers, treaters,
owners, operators, transporters, recyclers, reusers, disposers, or other Persons under “removal,”
“remedial,” or other “response” actions.



“Reportable Event” means a “reportable event” within the meaning of Section 4043(c) of
ERISA.



“Required Cash Sweep” means each mandatory prepayment of the Loans made pursuant to
Section 3.10 (Mandatory Prepayment).



“Required Equity Contribution” means the equity contributions to be made to the
Borrower on the Closing Date for Project Costs in the aggregate total amount of seventy-five
million Dollars ($75,000,000).



“Required Lenders” means (a) at any time prior to the Conversion Date, Lenders
(excluding all Non-Voting Lenders) holding Commitments in excess of fifty percent (50.00%) of the
Construction Loan Commitments and the Working Capital Loan Commitments (excluding the Construction
Loan Commitments and the Working Capital Loan Commitments of all Non-Voting Lenders) and (b) at any
time after the Conversion Date, Lenders (excluding all Non-Voting Lenders) holding Loans and
Commitments in excess of fifty percent (50.00%) of an amount equal to (x) the then aggregate
outstanding principal amount of the Loans plus (y) the undisbursed amount of the Aggregate Working
Capital Loan Commitment (excluding the principal amounts of any Loans made by, and any Working
Capital Loan Commitments of, any Non-Voting Lenders).



“Required LLC Provisions” has the meaning provided in Section 5.24
(Representations and Warranties — Required LLC Provisions).



“Required Working Capital Lenders” means Lenders (excluding all Non-Voting Lenders)
holding in excess of fifty percent (50.00%) of an amount equal to (x) the then aggregate
outstanding principal amount of the Working Capital Loans plus (y) the undisbursed amount of the
Aggregate Working Capital Loan Commitment (excluding the principal amounts of any Working Capital
Loans made by, and any Working Capital Loan Commitments of, any Non-Voting Lenders).



“Restricted Payment Certificate” has the meaning provided in the Accounts Agreement.


 


34









 





“Restricted Payments” means any (a) dividend or other distribution (whether in cash,
securities or other property), or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
defeasance, acquisition, cancellation or termination of any Equity Interests of the Borrower, or on
account of any return of capital to any holder of any such Equity Interest in, or any other
Affiliate of, the Borrower, or any option, warrant or other right to acquire any such dividend or
other distribution or payment, (b) any payment of any management, consultancy, administrative,
services, or other similar payments to any Person who owns, directly or indirectly, any Equity
Interest in the Borrower, or any Affiliate of any such Person, or (c) any payment of
indemnification obligations pursuant to Section[s] [ ] of the Borrower LLC Agreement;
provided that Permitted Tax Distributions shall not constitute Restricted Payments.



“Revenue Account” has the meaning set forth in Section 3.01(a)(iii) of the Accounts
Agreement.



“Risk Management Contract” means that certain Risk Management Contract dated as of
July 9, 2007 between the Ethanol Market Guarantor and the Borrower.



“S&P” means Standard & Poor’s Rating Services, a Division of the McGraw-Hill Companies
Inc.



“Securities Intermediary” means Amarillo National Bank, not in its individual
capacity, but solely as securities intermediary under the Accounts Agreement, and includes each
other Person that may, from time to time, be appointed as successor Securities Intermediary
pursuant to and in accordance with the Accounts Agreement.



“Security” means the security created in favor of the Collateral Agent pursuant to the
Security Documents.



“Security Agreement” means the Assignment and Security Agreement, dated as of the date
hereof, to be made by the Borrower in favor of the Collateral Agent.



“Security Discharge Date” means the date on which (i) all outstanding Commitments and
Interest Rate Protection Agreements have been terminated and (ii) all amounts payable in respect of
the Obligations have been irrevocably and indefeasibly paid in full in cash (other than obligations
under the Financing Documents that by their terms survive and with respect to which no claim has
been made by the Senior Secured Parties).



“Security Documents” means:



(i) the Mortgage;



(ii)
this Agreement (to the extent that it relates to the Project Accounts);



(iii) the Accounts Agreement;


 


35









 





(iv) the Consents;



(v) the Pledge Agreement;



(vi) the Security Agreement;



(vii)
the Blocked Account Agreements;



(viii)
any other document designated as a Security Document by the Borrower and the
Administrative Agent; and



(ix) any fixture filings, financing statements, notices, authorization letters, or other
certificates filed, recorded or delivered in connection with the foregoing.



“Senior Secured Parties” means the Lenders, the Agents, any Interest Rate Protection
Provider, and each of their respective successors, transferees and assigns.



“Site” means those certain parcels described on Schedule 5.13.



“Sitework Contract” means that certain Sitework Contract dated as of January 17, 2007,
between Folsom Construction Co. and the Borrower. 



“Solvent” means, with respect to any Person, that as of the date of determination both
(i) (A) the then fair saleable value of the property of such Person is (y) greater than the total
amount of liabilities (including Contingent Liabilities but excluding amounts payable under
intercompany loans or promissory notes) of such Person and (z) not less than the amount that will
be required to pay the probable liabilities on such Person’s then existing debts as they become
absolute and matured considering all financing alternatives and potential asset sales reasonably
available to such Person; (B) such Person’s capital is not unreasonably small in relation to its
business or any contemplated or undertaken transaction; and (C) such Person does not intend to
incur, or reasonably believe that it will incur, debts beyond its ability to pay such debts as they
become due; and (ii) such Person is “solvent” within the meaning given that term and similar terms
under applicable Laws relating to fraudulent transfers and conveyances. For purposes of this
definition, the amount of any Contingent Liability at any time shall be computed as the amount
that, in light of all of the facts and circumstances existing at such time, represents the amount
that can reasonably be expected to become an actual or matured liability.



“Specified Period” has the meaning set forth in Section 7.01(t) (Affirmative
Covenants — Financial Model).



“SPV” has the meaning provided in Section 10.03(h) (Assignments).



“Stated Amount” has the meaning specified for such term in any Debt Service Reserve
Letter of Credit.


 


36









 





“Subordinated Debt” means the payment obligations of the Borrower pursuant to the
Intercreditor Agreement.



“Subordinated Debt Documents” means (i) the Subordinated Loan Agreement, (ii) each of
the Bond Collateral Documents, (iii) the bond resolution adopted by the Issuer on October 6, 2006,
relating to the Bonds, (iv) the bond resolution adopted by the Issuer on [ ], relating to the
Bonds, (v) each of the Bonds, (vi) the “Bond Placement Agreement” (as defined in the Bond
Indenture) and (vi) each other document executed on or prior to the date hereof in connection with
the Bonds or the Subordinated Debt and (vii) each document executed after the date hereof in
connection with the Bonds or the Subordinated Debt in compliance with the Intercreditor Agreement.



“Subordinated Loan Agreement” means that certain Loan Agreement dated as of
November 1, 2006 between the Issuer and the Borrower, as assigned by the Issuer to the Bond Trustee
pursuant to the Bond Indenture (except with respect to the rights reserved by the Issuer in
Granting Clause I of the Bond Indenture), as amended by that certain [
 _____ 

], as assigned by that
certain [                    ].4



“Subsidiary” of any Person means a corporation, partnership, joint venture, limited
liability company or other business entity of which a majority of the shares of securities or other
Equity Interests having ordinary voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of the happening of a
contingency) are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.



“Survey” has the meaning provided in Section 6.01(w) (Conditions to Closing and
First Funding of Construction Loans — Survey).



“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest
rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, (b) any and all transactions of any kind, and the
related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International
Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or
any other master agreement, including any such obligations or liabilities under any such master
agreement and (c) for the avoidance of doubt, includes the Permitted Commodity Hedging Arrangements
and any Interest Rate Protection Agreements and excludes any contract for the physical sale or
purchase of any commodity.





 




			
	4	 	B&M to advise.




 


37









 










“Swap Termination Value” means, in respect of any one or more Swap Contracts
(including any Permitted Commodity Hedging Arrangements or any Interest Rate Protection
Agreements), after taking into account the effect of any legally enforceable netting agreement
relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have
been closed out and termination value(s) determined in accordance therewith, such termination
value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined
as the mark-to-market value(s) for such Swap Contracts, in accordance with the terms of the
applicable Swap Contract, or, if no provision is made therein, as determined based upon one or more
mid-market or other readily available quotations provided by any recognized dealer in such Swap
Contracts (which may include a Lender or any Affiliate of a Lender).



“Tax” or “Taxes” means any present or future taxes (including income, gross
receipts, license, payroll, employment, excise, severance, stamp, documentary, occupation, premium,
windfall profits, environmental, capital stock, franchise, profits, withholding, social security
(or similar), unemployment, disability, real property, personal property, sales, use, transfer,
registration, value-added, ad valorem, alternative or add-on minimum, estimated, or other tax of
any kind whatsoever), levies, imposts, duties, fees or charges (including any interest, penalty, or
addition thereof) imposed by any Governmental Authority.



“Tax Return” means all returns, declarations, reports, claims for refund and
information returns and statements of any Person required to be filed with respect to, or in
respect of, any Taxes, including any schedule or attachment thereto and any amendment thereof.



“Technology License Provider” means ICM, Inc.



“Termination Event” means (i) a Reportable Event with respect to any ERISA Plan,
(ii) the initiation of any action by the Borrower, any ERISA Affiliate or any ERISA Plan fiduciary
to terminate an ERISA Plan (other than a standard termination under Section 4041(b) of ERISA) or
the treatment of an amendment to an ERISA Plan as a termination under Section 4041(e) of ERISA
(other than treatment as a standard termination under Section 4041(b) of ERISA), (iii) the
institution of proceedings by the PBGC under Section 4042 of ERISA to terminate an ERISA Plan or to
appoint a trustee to administer any ERISA Plan, (iv) the withdrawal of the Borrower or any ERISA
Affiliate from a Multiemployer Plan during a plan year in which the Borrower or such ERISA
Affiliate was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or the cessation
of operations which results in the termination of employment of twenty percent (20%) of
Multiemployer Plan participants who are employees of the Borrower or any ERISA Affiliate, (v) the
partial or complete withdrawal of the Borrower or any ERISA Affiliate from a Multiemployer Plan, or
(vi) the Borrower or any ERISA Affiliate is
in default (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a
Multiemployer Plan.


 


38









 





“Term Loan” has the meaning provided in Section 2.02(a) (Term Loans).



“Term Loan Commitment” means, with respect to each Lender, the commitment of such
Lender to make Term Loans, as set forth opposite the name of such Lender in Schedule 2.01,
as the same may be reduced in accordance with Section 2.07 (Termination or Reduction of
Commitments).



“Term Loan Commitment Percentage” means, as to any Lender at any time, the percentage
that such Lender’s Term Loan Commitment then constitutes of the Aggregate Term Loan Commitment.



“Term Notes” means the promissory notes of the Borrower, substantially in the form of
Exhibit C, evidencing Term Loans.



“Threat of Release” shall mean “threat of release” as used in CERCLA.



“Title Continuation” means a written notice issued by the Title Insurance Company
(including their local title insurance abstractors) confirming the status of title as set forth in
the Title Insurance Policy, which indicates that, since the last preceding Funding Date (or, if the
current Funding is on the Closing Date, since the date hereof), there has been no change in the
title of title to the Mortgaged Property and no Liens or survey exceptions (in the case of any
updated or “as-built” survey that has been issued) not theretofore approved by the Required
Lenders, which written notice shall contain no recorded mechanic’s liens except as approved by the
Required Lenders or as otherwise subject to a Contest.



“Title Insurance Company” means [                    ]5, or such other title
insurance company or companies reasonably satisfactory to the Administrative Agent.



“Title Insurance Policy” has the meaning provided in Section 6.01(x) (Conditions
to Closing and First Funding of Construction Loans — Title Insurance).



“Transaction Documents” means, collectively, the Financing Documents and the Project
Documents.





 




			
	5	 	Borrower to provide.




 


39









 









“Unfunded Benefit Liabilities” means, with respect to any ERISA Plan at any time, the
amount (if any) by which (i) the present value of all accrued benefits calculated on an
accumulated benefit obligation basis and based upon the actuarial assumptions used for
accounting purposes (i.e., those determined in accordance with FASB statement No.
35 and used in preparing the ERISA Plan’s financial statements) exceeds (ii) the fair market value
of all ERISA Plan assets allocable to such benefits, determined as of the then most recent
actuarial valuation report for such ERISA Plan.



“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as in
effect from time to time in the State of New York; provided, however, in the event
that, by reason of mandatory provisions of law, any or all of the perfection or priority of the
security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of New York, the term “UCC” shall mean the
Uniform Commercial Code as in effect in such other jurisdiction for purposes of provisions relating
to such perfection or priority and for purposes of definitions related to such provisions.



“United States” or “U.S.” means the United States of America, its fifty States
and the District of Columbia.



“United States Person” means a “United States person” as defined in
Section 7701(a)(30) of the Code.



“Value” means, with respect to any inventory or other goods, the cost thereof to the
Borrower, calculated on a first-in first-out basis in accordance with GAAP.



“WDG” means wet distillers grains produced by the Borrower at the Project.



“WestLB” means WestLB AG, New York Branch.



“Working Capital Applicable Margin” means (a) with respect to the Eurodollar Loans,
three and one-half percent (3.50%) and (b) with respect to the Base Rate Loans, two and one-half
percent (2.50%).



“Working Capital Available Amount” means: (i) prior to the Conversion Date, up to one
million two hundred thousand Dollars ($1,200,000) for Project Costs; and (ii) on or after the
Conversion Date, up to fifteen million Dollars ($15,000,000); provided that the Working
Capital Available Amount shall not exceed the Borrowing Base on or after the Conversion Date, as
certified from time to time by the Borrower.



“Working Capital Expenses” means, collectively, Operation and Maintenance Expenses,
Maintenance Capital Expenses and Project Costs.



“Working Capital Lenders” means those Lenders of Working Capital Loans, as identified
on Schedule 2.01, and each other Person that acquires the rights and obligations of any
such Lender pursuant to Section 10.03 (Assignments).



“Working Capital Loan” has the meaning provided in Section 2.03(a) (Working
Capital Loans).


 


40









 





“Working Capital Loan Commitment” means, with respect to each Working Capital Lender,
the commitment of such Working Capital Lender to make Working Capital Loans, as set forth opposite
the name of such Working Capital Lender in Schedule 2.01, as the same may be reduced in
accordance with Section 2.07 (Termination or Reduction of Commitments).



“Working Capital Loan Commitment Percentage” means, as to any Working Capital Lender
at any time, the percentage that such Working Capital Lender’s Working Capital Loan Commitment then
constitutes of the Aggregate Working Capital Loan Commitment.



“Working Capital Loan Funding Notice” means each request for Funding of Working
Capital Loans in the form of Exhibit G delivered in accordance with Section 2.04
(Notice of Fundings).



“Working Capital Loan Maturity Date” means the date that occurs twelve (12) months
after the Conversion Date or, in any event, the date that is ninety (90) days after the date on
which all outstanding Construction Loans and Term Loans have been paid in full.



“Working Capital Notes” means the promissory notes of the Borrower, substantially in
the form of Exhibit D, evidencing Working Capital Loans.



“Working Capital Reserve Account” has the meaning set forth in Section 3.01(a)(vi) of
the Accounts Agreement.



“Working Capital Reserve Required Amount” means the amount necessary such that the sum
of (i) the Aggregate Working Capital Loan Commitment and (ii) the amount on deposit in the Working
Capital Reserve Account equals fifteen million Dollars ($15,000,000).




 


41












 




SCHEDULE 2.01

to Senior Credit Agreement




LENDERS, LOAN COMMITMENTS AND OFFICES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CONSTRUCTION	 	 	 	 	 	 	WORKING	 	 	 	 	 
	 	 	LOAN	 	 	TERM LOAN	 	 	CAPITAL LOAN	 	 	 	 	 
	LENDER	 	COMMITMENT	 	 	COMMITMENT	 	 	COMMITMENT	 	 	DOMESTIC OFFICE	 	EURODOLLAR OFFICE
	WestLB AG, New York Branch
	 	$	20,000,000.00	 	 	$	20,000,000.00	 	 	$	5,000,000.00	 	 	WestLB AG, New York Branch 	 	WestLB AG, New York Branch
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	1211 Avenue of the Americas	 	1211 Avenue of the Americas
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	New York, NY 10036	 	New York, NY 10036
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Attention: Cheryl Wilson	 	Attention: Cheryl Wilson
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Telephone: 212-852-6152	 	Telephone: 212-852-6152
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Facsimile: 212-302-7946	 	Facsimile: 212-302-7946
	AgFirst Farm Credit Bank
	 	$	51,500,000.00	 	 	$	51,500,000.00	 	 	$	5,000,000.00	 	 	AgFirst Farm Credit Bank	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	1401 Hampton Street	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Columbia, SC 29201	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Attention: Tom Stallworth	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Telephone: 803-753-2277	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Facsimile: 803-254-4219	 	 
	Bank of Camilla
	 	$	1,500,000.00	 	 	$	1,500,000.00	 	 	$	0	 	 	Bank of Camilla	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	50 E. Broad St./PO Box 111	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Camilla, GA 31730-0111	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Attention: Ray T. Muggridge,	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	III, President; Bill Cromer,	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Senior Lending Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Telephone: 229-336-5225	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Facsimile: 229-336-0479	 	 
	CoBank, ACB
	 	$	8,000,000.00	 	 	$	8,000,000.00	 	 	$	0	 	 	CoBank, ACB	 	CoBank, ACB
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	5500 South Quebec St.	 	5500 South Quebec St.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Greenwood Village, Colorado 80111	 	Greenwood Village, Colorado 80111
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Attention: Syndication’s	 	Attention: Syndication’s
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Telephone: 303-740-4000	 	Telephone: 303-740-4000
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Facsimile:  303-740-4002	 	Facsimile:  303-740-4002







 


2.01 -1









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CONSTRUCTION	 	 	 	 	 	 	WORKING	 	 	 	 	 
	 	 	LOAN	 	 	TERM LOAN	 	 	CAPITAL LOAN	 	 	 	 	 
	LENDER	 	COMMITMENT	 	 	COMMITMENT	 	 	COMMITMENT	 	 	DOMESTIC OFFICE	 	EURODOLLAR OFFICE
	Farm Credit Bank of Texas
	 	$	10,000,000.00	 	 	$	10,000,000.00	 	 	$	5,000,000.00	 	 	Farm Credit Bank of Texas	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	4801 Plaza on the Lake Drive	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Austin, TX  78746	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Attention:  Alan Robinson	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Telephone:  512-465-0627	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Facsimile:  512-465-1832	 	 
	AgCountry
Farm Credit Services, FCLA
	 	$	3,000,000.00	 	 	$	3,000,000.00	 	 	$	0	 	 	AgCountry Farm Credit Services,	 	N/A
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	FCLA	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	1900 44th Street South	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Fargo, North Dakota 58108	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Attention: Randolph Aberle	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Telephone:  701-499-2501	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Facsimile:  701-277-9054	 	 
	Northwest
Farm Credit Services, PCA
	 	$	5,000,000.00	 	 	$	5,000,000.00	 	 	$	0	 	 	Northwest Farm Credit Services,	 	N/A
	
	 	 	 	 	 	 	 	 	 	 	 	 	 	PCA	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	1700 South Assembly Street,	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Spokane, WA 99224	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Attention: Jim D. Allen	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Telephone: 509-340-5555	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Facsimile: 509-340-5503	 	 
	Planters
and Citizens Bank
	 	$	1,000,000.00	 	 	$	1,000,000.00	 	 	$	0	 	 	Planters and Citizens Bank	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	21 North Harney Street	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Camilla, GA  31730	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Attention: E. J. Vann IV	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Telephone: 229-336-5271	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Facsimile: 229-336-7930	 	 
	TOTAL
	 	$	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 Obtained
	 
	 	 	 	 
	1.

	 	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 operations
	 
	 	 	 	 
	2.

	 	Permit to Operate a Public Water System
	 	Prior to operations
	 
	 	 	 	 
	3.

	 	Clean Air Act Section 112(r) Risk Management Plan
	 	Prior to operations
	 
	 	 	 	 
	4.

	 	Notification of Status under the Georgia Hazardous Waste Management Act
(if applicable based on waste generated at the Facility)
	 	Prior to operations
	 
	 	 	 	 
	5.

	 	Department of Homeland Security, Chemical Facility Anti-terrorism
Standards “Top Screen” (if applicable based on the final regulations to be issued)
	 	Prior to operations
	 
	 	 	 	 
	6.

	 	Tobacco & Alcohol Permit
	 	Prior to operations
	 
	 	 	 	 
	7.

	 	Wastewater Discharge Permit
	 	Prior to operations






 


2









 






SCHEDULE 5.11

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 Obtained
	 
	 	 	 	 
	1.

	 	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 Date
	 
	 	 	 	 
	2.

	 	Operation and Maintenance Agreement, to be executed by and between
Southwest Georgia Ethanol, LLC and First United Ethanol, LLC
	 	Prior to First Funding Date
	 
	 	 	 	 
	3.

	 	Services Agreement, to be executed by and between Southwest Georgia
Ethanol, LLC and First United Ethanol, LLC 	 	Prior to First Funding Date
	 
	 	 	 	 
	4.

	 	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 Obtained
	 
	 	 	 	 
	5.

	 	Office Building Contract
	 	Prior to operations
	 
	 	 	 	 
	6.

	 	Construction of Wastewater System Contract
	 	Prior to operations
	 
	 	 	 	 
	7.

	 	Grain Car Lease
	 	Prior to operations
	 
	 	 	 	 
	8.

	 	Yard Engine Lease
	 	Prior to operations
	 
	 	 	 	 
	9.

	 	Omnitrax Master Agreement
	 	Prior to operations
	 
	 	 	 	 
	10.

	 	Omnitrax Service Agreement
	 	Prior to operations
	 
	 	 	 	 
	11.

	 	Omnitrax Lease
	 	Prior to operations
	 
	 	 	 	 
	12.

	 	Carbon Dioxide Agreement
	 	Prior to operations
	 
	 	 	 	 
	13.

	 	Construction of Wet Grain Handler Contract
	 	Prior to operations
	 
	 	 	 	 
	14.

	 	Dried Distillers Grain Contracts
	 	During operations
	 
	 	 	 	 
	15.

	 	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.




 


 









 










SCHEDULE 5.13

to Senior Credit Agreement




Site Description




Tract 1: All that tract or parcel of land situated, lying, and being in Land Lot No. 311
in the 10th Land District of Mitchell County, Georgia, containing 130.25 acres, more or
less, and being more particularly described as follows:



Begin at a point which marks the intersection of the northern edge of the right of way of Fairway
Road (R/W varies) with the western edge of the right of way of Back Nine Road (40’ maintained R/W),
which point is marked by an iron pin set, and with this point as the Point of Beginning, go thence
along the northern edge of the right of way of said Fairway Road a chord direction of south 86
degrees 31 minutes 59 seconds west a chord distance of 32.73 feet (an arc distance of 32.75 feet)
to a point, from thence continue along the northern edge of the right of way of said Fairway Road
north 89 degrees 51 minutes 31 seconds west a distance of 1872.49 feet to a point, from thence
continue along the northern edge of the right of way of said Fairway Road north 88 degrees 32
minutes 45 seconds west a distance of 333.44 feet to a point marked by an iron pin found located on
the eastern edge of the right of way of the Georgia & Florida Railnet (150’ R/W), from thence go
along the eastern edge of the right of way of the said Georgia & Florida Railnet a chord direction
of north 19 degrees 08 minutes 25 seconds east a chord distance of 141.77 feet (an arc distance of
141.78 feet) to a point, from thence continue along the eastern edge of the right of way of the
said Georgia & Florida Railnet north 20 degrees 35 minutes 55 seconds east a distance of 1504.56
feet to a point, from thence continue along the eastern edge of the right of way of the said
Georgia & Florida Railnet a chord direction of north 03 degrees 47 minutes 10 seconds west a chord
distance of 2415.96 feet (an arc distance of 2490.46 feet) to a point marked by an iron pin found,
from thence go north 84 degrees 40 minutes 21 seconds east a distance of 156.20 feet to a point
marked by an iron pin found, from thence go south 25 degrees 34 minutes 16 seconds east a distance
of 748.42 feet to a point marked by an iron pin set, from thence go south 89 degrees 48 minutes 54
seconds east a distance of 466.02 feet to a point marked by an iron pin set, from thence go south
70 degrees 48 minutes 03 seconds east a distance of 940.82 feet to a point marked by an iron pin
set, which point lies on the western edge of the right of way of said Back Nine Road, from thence
go along the western edge of the right of way of said Back Nine Road south 02 degrees 10 minutes 00
seconds east a distance of 414.26 feet to a point, from thence continue along the western edge of
the right of way of said Back Nine Road a chord direction of south 01 degree 16 minutes 52 seconds
west a chord distance of 130.26 feet (an arc distance of 130.34 feet) to a point, from thence
continue along the western edge of the right of way of said Back Nine Road south 04 degrees 43
minutes 44 seconds west a distance of 302.32 feet to a point, from thence continue along the
western edge of the right of way
of said Back Nine Road south 01 degree 46 minutes 36 seconds west a distance of 188.65 feet to a
point, from thence continue along the western edge of the right of way of said Back Nine Road south
00 degrees 50 minutes 41 seconds west a distance of 389.17 feet to a point, from thence continue
along the western edge of the right of way of said Back Nine Road south 00 degrees 19 minutes 39
seconds west a distance of 486.22 feet to a point, from thence continue along the western edge of
the right of way of said Back Nine Road south 00 degrees 21 minutes 05 seconds east a distance of
579.21 feet to a point, from thence continue along the western edge of the right of way of said
Back Nine Road south 00 degrees 25 minutes 59 seconds east a distance of 229.62 feet to a point,
from thence continue along the western edge of the right of way of said Back Nine Road south 02
degrees 10 minutes 05 seconds east a distance of 274.59 feet to a point marked by an iron pin set,
the Point of Beginning.


 


 









 







Said tract of land is more particularly described as Tract 1 on that certain Plat of Survey
prepared by Larry W. Grogan, Georgia Registered Land Surveyor No. 1649, entitled “ALTA/ASCM LAND
TITLE SURVEY FOR SOUTHWEST GEORGIA ETHANOL, LLC, ET. AL.”, Survey Date: November 9, 2007, Plat
Date: November 13, 2007, copy of which is recorded in Plat Book
 _____, page

 _____, in the Office
of the Clerk of the Superior Court of Mitchell County, Georgia, to which reference is hereby
particularly made.



Tract 2: All that tract or parcel of land situated, lying, and being in Land Lot No. 290
of the 10th Land District of Mitchell County, Georgia, containing 56.76 acres, more or
less, and being more particularly described as follows:



Begin at the point of intersection of the northern edge of the right of way of Industrial Park
Connector Road (80’ R/W) with the eastern edge of the right of way of Back Nine Road (40’
maintained R/W) which point is marked by an iron pin set, and with this point as the Point of
Beginning, go thence along the eastern edge of the right of way of said Back Nine Road north 00
degrees 25 minutes 59 seconds west a distance of 177.24 feet to a point, from thence continue along
the eastern edge of the right of way of said Back Nine Road north 00 degrees 21 minutes 05 seconds
west a distance of 578.94 feet to a point, from thence continue along the eastern edge of the right
of way of said Back Nine Road north 00 degrees 19 minutes 39 seconds east a distance of 485.80 feet
to a point, from thence continue along the eastern edge of the right of way of said Back Nine Road
north 00 degrees 50 minutes 41 seconds east a distance of 388.66 feet to a point, from thence
continue along the eastern edge of the right of way of said Back Nine Road north 01 degree 46
minutes 36 seconds east a distance of 187.30 feet
to a point, from thence continue along the eastern edge of the right of way of said Back Nine Road
north 04 degrees 43 minutes 44 seconds east a distance of 301.29 feet to a point, from thence
continue along the eastern edge of the right of way of said Back Nine Road a chord direction of
north 01 degree 16 minutes 52 seconds east a chord distance of 135.09 feet (an arc distance of
135.17 feet) to a point, from thence continue along the eastern edge of the right of way of said
Back Nine Road north 02 degrees 10 minutes 00 seconds west a distance of 194.33 feet to a point
marked by an iron pin found, from thence go north 88 degrees 38 minutes 40 seconds east a distance
of 858.22 feet to a point marked by an iron pin found, from thence go south 00 degrees 32 minutes
47 seconds west a distance of 1726.41 feet to a point marked by an axle found, from thence go south
01 degree 47 minutes 50 seconds west a distance of 800.67 feet to a point marked by an iron pin
found, from thence go south 88 degrees 44 minutes 54 seconds east a distance of 459.58 feet to a
point marked by an iron pin found, from thence go south 33 degrees 19 minutes 38 seconds east a
distance of 146.88 feet to a point marked by an iron pin found, which point


 


 









 





lies on the northern
edge of the right of way of said Industrial Park Connector Road, from thence go along the northern
edge of the right of way of said Industrial Park Connector Road a chord direction of south 74
degrees 56 minutes 00 seconds west a chord distance of 587.13 feet (an arc distance of 594.91 feet)
to a point, from thence continue along the northern edge of the right of way of said Industrial
Park Connector Road north 88 degrees 59 minutes 19 seconds west a distance of 237.39 feet to a
point, from thence continue along the northern edge of the right of way of said Industrial Park
Connector Road a chord direction of north 66 degrees 59 minutes 39 seconds west a chord distance of
456.91 feet (an arc distance of 468.33 feet) to a point, from thence continue along the northern
edge of the right of way of said Industrial Park Connector Road north 45 degrees 00 minutes 00
seconds west a distance of 228.59 feet to a point marked by an iron pin set, the Point of
Beginning.



LESS AND EXCEPT all that part of Tract 2, aforesaid, lying within the boundaries of the right of
way of Hog Haw Road as shown on the plat of survey aforesaid.



Said tract of land is more particularly described as Tract 2 on that certain Plat of Survey
prepared by Larry W. Grogan, Georgia Registered Land Surveyor No. 1649, entitled “ALTA/ACSM LAND
TITLE SURVEY FOR SOUTHWEST GEORGIA ETHANOL, LLC, ET. AL.”, Survey Date: November 9, 2007, Plat
Date: November 13, 2007, copy of which is recorded in Plat Book
 _____, page
 _____, in the Office
of the Clerk of the Superior Court of Mitchell County, Georgia, to which reference is hereby
particularly made.



Tract 3:




All that tract or parcel of land situated, lying, and being in Land Lot No. 290 in the
10th Land District of Mitchell County, Georgia, containing 0.31 acres, more or less, and
being more particularly described as follows:



Begin at a point which marks the intersection of the northern edge of the right of way of Fairway
Road (R/W varies) with the eastern edge of the right of way of Back Nine Road (40’ maintained R/W),
which point is marked by an iron pin set, and with this point as the Point of Beginning, go thence
along the eastern edge of the right of way of said Back Nine Road north 02 degrees 10 minutes 05
seconds west a distance of 203.10 feet to a point marked by an iron pin set on the southwestern
edge of the right of way of Industrial Park Connector Road (80’ R/W), from thence go along the
southwestern edge of the right of way of said Industrial Park Connector Road south 45 degrees 00
minutes 00 seconds east a distance of 144.60 feet to a point; from thence continue along the
southwestern edge of the right of way of said Industrial Park Connector Road a chord direction of
south 46 degrees 31 minutes 08 seconds east a chord distance of 36.58 feet (an arc distance of
36.58 feet) to a point marked by an iron pin set on the northern edge of the right of way of said
Fairway Road; from thence go along the northern edge of the right of way of said Fairway Road a
chord direction of south 58 degrees 02 minutes 56 seconds west a chord distance of 142.73 feet (an
arc distance of 144.59 feet) to a point marked by an iron pin set, the Point of Beginning.
 

Said tract of land is more particularly described as Tract 3 on that certain Plat of Survey
prepared by Larry W. Grogan, Georgia Registered Land Surveyor No. 1649, entitled “ALTA/ACSM LAND
TITLE SURVEY FOR SOUTHWEST GEORGIA ETHANOL, LLC, ET. AL.”, Survey Date: November 9, 2007, Plat
Date: November 13, 2007, copy of which is recorded in Plat Book
 _____, page
 _____, in the Office
of the Clerk of the Superior Court of Mitchell County, Georgia, to which reference is hereby
particularly made.


 


 









 





SCHEDULE 5.14

to Senior Credit Agreement




Tax Returns Not Filed or Taxes Not Paid




None


 


 









 





Schedule 5.19

Environmental Claims




1. We understand that one or more former temporary groundwater monitor wells at the Project Site
may have been covered over or damaged during initial construction at the Site without being
overseen a professional geologist or engineer during the abandonment of such monitor wells. On
October 26, 2007, CDG Engineers & Associates, on behalf of FUEL provided notice to EPD of the
inadvertent damages to this well and also provided notice to EPD that monitor well CDC-18 would be
re-installed at the Project Site and noting that all monitor well activities were being monitored
by a State of Georgia registered professional engineer.



2. The Design-Build Contractor may be required to file a Spill Prevention, Control and
Countermeasure Plan (“SPCC Plan”) if it is storing more than 1,320 gallons of diesel fuel on the
Project Site in connection with construction of the Project.


 


 









 





SCHEDULE 5.24

to Senior Credit Agreement




Required LLC Provisions




The Borrower LLC Agreement must include each of the following terms (collectively, the
“Required LLC Provisions”):



Definitions




“Independent Member” means a Person, who is not at the time of initial appointment as
the Independent Member or at any time while serving as the Independent Member and has not been at
any time during the five (5) years preceding such initial appointment:




(i) a direct or indirect owner of any Equity Interest in, member (with the
exception of serving as the Independent Member), officer, employee, partner,
director, manager or contractor, bankruptcy trustee, attorney or counsel of the
Borrower (the “Company”), any member of the Company, or any Affiliate of any of
them;




(ii) a creditor, customer, supplier, or other person (including each Project
Party) who derives any of its purchases or revenues from its activities with the
Company, any member of the Company or any Affiliate of any of them;




(iii) a Person controlling or under common control with the Company, any member
of the Company or any Affiliate of any of them or any Person excluded from serving
as Independent Member under clause (i) or (ii) of this definition;




(iv) a member of the immediate family by blood or marriage of any Person excluded
from being an Independent Member under clause (i) or (ii) of this definition; or




(v) a Person who received, or a member or employee of a firm or business that
received, fees or other income from the Company, any member of the Company or any
Affiliate of any of them in the aggregate in excess of five percent (5%) of the
gross income, for any applicable year, of such Person.


 


 









 







“Material Action” means (i) to file any insolvency or reorganization case or
proceeding, to institute proceedings to have the Company be adjudicated bankrupt or insolvent, to
institute proceedings under any applicable insolvency law, to seek any relief under any law
relating to relief from debts or the protection of debtors, to consent to the filing or institution
of bankruptcy or insolvency proceedings against the Company, to file a petition seeking, or consent
to, reorganization, liquidation or relief with respect to the Company under any applicable federal
or state law relating to bankruptcy, reorganization or insolvency, to seek or consent to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian, or any similar
official of or for the Company or a substantial part of its property, to make any assignment for
the benefit of creditors of the Company, to admit in writing the Company’s inability to pay its
debts generally as they become due, (ii) to merge, consolidate or combine the Company or any
subsidiary of any of them with any other entity, to dissolve or wind-up the Company, to sell,
transfer or otherwise dispose of all or substantially all of the Company’s assets or to approve any
plan or agreement to engage in any of the foregoing actions, or (iii) to amend, alter or change the
Required LLC Provisions, or (iv) to take action in furtherance of any of the foregoing.



Other Required Provisions




(a) Independent Member. So long as any Obligation remains outstanding, the Company at
all times shall have one Independent Member. To the fullest extent permitted by law, the
Independent Member shall consider only the interests of the Company and its creditors in acting or
otherwise voting on any Material Action with respect to the Company. No removal of the Independent
Member, and no appointment of a successor Independent Member, shall be effective until such
successor shall have accepted his, her or its appointment as Independent Member by a written
instrument. In the event of a vacancy in the position of Independent Member, the Sponsor shall, as
soon as practicable, appoint a successor Independent Member.



(b) all interests in the Company shall be securities governed by Article 8 of the Uniform
Commercial Code and shall be evidenced by certificates. The certificated interests shall be in
registered form within the meaning of Article 8 of the Uniform Commercial Code.



(c) the Company shall not conduct any business or activities other than businesses and
activities relating to the ownership, development, testing, financing, construction, operation and
maintenance of the Project as contemplated by the Transaction Documents.



(d) the Company shall not take any Material Action (i) without the unanimous written approval
of all members (including the Independent Member) or (ii) so long as it has no Independent Member.


 


2









 





(e) Separateness Provisions. So long as any Obligation remains outstanding, the board
of directors shall cause the Company, and the Company shall:




(1) maintain full and complete financial records in accordance with generally accepted
accounting principles and maintain its books, records and bank accounts as official
records separate from those of any other Person;




(2) maintain separate financial statements, showing its assets and liabilities separate
and apart from those of any other Person and not have its assets listed on any financial
statement of any other Person; provided, however, that the Company’s assets may be
included in a consolidated financial statement of its Affiliate provided that (A)
appropriate notation shall be made on such consolidated financial statements to indicate
the separateness of the Company from such Affiliate and to indicate that the Company’s
assets and credit are not available to satisfy the debts and other obligations of such
Affiliate or any other Person and (B) such assets shall also be listed on the Company’s
own separate balance sheets;




(3) at all times hold itself out to the public and all other Persons as a legal entity
separate from its members and from any other Person (including any Affiliate);




(4) conduct its business only in its own name and strictly comply with all
organizational formalities to maintain its separate existence, including maintaining its
own records, books, resolutions and other entity documents;




(5) not use any trade names, fictitious names, assumed names or “doing business” names
that are similar to any used by any Affiliate and not share any common logo with any
Affiliate;




(6) correct any known misunderstanding regarding its separate identity and not identify
itself as a department or division of any other Person;




(7) not hold itself out to be responsible for or have its credit or assets available to
satisfy the debts or obligations of any other Person;




(8) file its own tax returns separate from those of any other Person (except to the
extent that the Company is treated as a “disregarded entity” for tax purposes and is not
required to file tax returns under applicable law) and pay any taxes required to be paid
under applicable law;


 


3









 






(9) not commingle its assets with assets of any other Person (including not
participating in any cash management system with any Person) and hold its own assets in
its own name (except to the extent otherwise provided in the Financing Documents);




(10) maintain its assets in such a manner that it will not be costly or difficult to
segregate, ascertain or identify its individual assets from those of any Person;




(11) pay its own liabilities and expenses only out of its own funds;




(12) not share with any other Person any expenses for personnel, overhead or office
space;




(13) pay the salaries of its own employees, if any, only from its own funds;




(14) not enter into any transaction with any Affiliate of the Company except on
commercially reasonable terms similar to those available to unaffiliated parties in an
arm’s-length transaction, other than capital contributions or capital distributions
permitted under the terms and conditions of the Credit Agreement;




(15) use separate stationery, invoices and checks bearing its own name;




(16) except for Permitted Liens, not pledge its assets for the benefit of any other
Person;




(17) not make loans or advances to any Person or buy or hold evidence of indebtedness
issued by any other Person (other than cash or investment-grade securities or to
employees for business expenses incurred in the ordinary course of business);




(18) not assume or guarantee any obligation of any Person, including any Affiliate or
become obligated for the debts of any other Person;




(19) be solvent and maintain adequate capital and a sufficient number of employees in
light of its contemplated business purpose, transactions and liabilities;


 


4









 






(20) not acquire any obligation or securities of any member or any Affiliate of the
Company;




(21) not form, acquire or hold any subsidiary (whether corporate, partnership, limited
liability company or other) or own any equity interest in any entity;




(22) not become involved in the day-to-day management of any other Person;




(23) have a board of directors separate from that or those of its members and any other
Person;




(24) cause its board of directors to meet at least annually or act pursuant to written
consent and keep minutes of such meetings and actions and observe all other Georgia
limited liability company formalities;




(25) cause its members, officers, agents and other representatives to act at all times
in a manner consistent with and in furtherance of the foregoing and in the best
interests of itself;




(26) not incur any indebtedness that is not Permitted Indebtedness, as defined in the
Credit Agreement;




(27) to the extent restricted by the Financing Documents, not amend, alter or change the
terms of its Organic Documents in any material respect unless the Administrative Agent
consents.


 


5









 





Schedule 5.29

Finder’s, Advisory, Broker’s or Investment Banking Fees




Fees pursuant to fee letter dated November 19, 2007, addressed to Southwest Georgia Ethanol,
LLC from Morgan Keegan & Company, Inc.


 


 









 












Schedule 6.01(v)

Construction Budget




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Development / Construction	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	2007	 	 	 	 	 	 	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	 	 	15	 	 	 	 
	 	 	Project 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 2009	 
	Project 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	 	 	 	0	 	 	 	 	 
	Owner’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	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hard 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	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Legal/ Public Relations/ Consulting
	 	 	0.3	%	 	 	606	 	 	 	565	 	 	 	41	 	 	 	5	 	 	 	5	 	 	 	4	 	 	 	4	 	 	 	3	 	 	 	4	 	 	 	3	 	 	 	2	 	 	 	3	 	 	 	2	 	 	 	1	 	 	 	1	 	 	 	3	 	 	 	0	 	 	 	0	 	 	 	 	 
	Organization & 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	 	 	 	0	 	 	 	 	 
	Insurance Costs
	 	 	0.2	%	 	 	379	 	 	 	354	 	 	 	25	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	1	 	 	 	2	 	 	 	1	 	 	 	1	 	 	 	1	 	 	 	2	 	 	 	0	 	 	 	0	 	 	 	 	 
	Rail Cars
	 	 	0.6	%	 	 	1,040	 	 	 	0	 	 	 	1,040	 	 	 	120	 	 	 	135	 	 	 	104	 	 	 	104	 	 	 	81	 	 	 	91	 	 	 	72	 	 	 	56	 	 	 	81	 	 	 	39	 	 	 	32	 	 	 	38	 	 	 	88	 	 	 	0	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Soft Costs
	 	 	3.2	%	 	 	5,979	 	 	 	2,218	 	 	 	3,761	 	 	 	432	 	 	 	486	 	 	 	376	 	 	 	376	 	 	 	292	 	 	 	331	 	 	 	259	 	 	 	202	 	 	 	292	 	 	 	143	 	 	 	117	 	 	 	137	 	 	 	317	 	 	 	0	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Construction Contingency
	 	 	0.4	%	 	 	650	 	 	 	0	 	 	 	650	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	 	 
	Construction Performance Bond
	 	 	0.4	%	 	 	677	 	 	 	677	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	 	 
	Debt 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	 	 	 	3,539	 	 	 	 	 
	Transaction Expenses
	 	 	5.2	%	 	 	9,586	 	 	 	4,586	 	 	 	5,000	 	 	 	0	 	 	 	5,000	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other Costs
	 	 	9.1	%	 	 	16,761	 	 	 	14,114	 	 	 	2,647	 	 	 	0	 	 	 	(1,542	)	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	3,539	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total 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	 	 	 	3,539	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest 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	 	 	 	1,583	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total 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	 	 	 	3,539	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cumulative 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 / Construction	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	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	 	 	15	 	 	 	 
	 	 	Project 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 2009	 
	 
	 	 	 	 	 	 	 	 	 	 	10,156	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Priority of Funding
	 	Available	 	Total Used	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Equity
	 	 	74,916	 	 	 	74,916	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	 	 
	Cumulative
	 	 	—	 	 	 	—	 	 	 	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	 	 	 	74,916	 	 	 	 	 
	Subordinated Debt
	 	 	10,000	 	 	 	10,000	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	 	 
	Cumulative
	 	 	—	 	 	 	—	 	 	 	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	 	 	 	10,000	 	 	 	 	 
	C/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	 	 	 	3,539	 	 	 	 	 
	Cumulative
	 	 	—	 	 	 	—	 	 	 	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	 	 	 	99,350	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Monthly 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	 	 	 	3,539	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cumulative
	 	 	 	 	 	 	 	 	 	 	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




1.0 GENERAL PROVISIONS




1.1 The Borrower shall at all times carry and maintain or cause to be carried and maintained,
at its own expense, the minimum insurance coverage set forth in this Schedule 7.01(h). The terms
and conditions of all insurance policies (including the amount, scope of coverage, deductibles, and
self-insured retentions) shall be acceptable in all respects to the Administrative Agent. From
Closing Date and until the Security Discharge Date, the terms and conditions of all insurance
policies (including the amount, scope of coverage, deductibles, and self-insured retentions) shall
be acceptable in all respects in the reasonable judgment of the Administrative Agent, and the
Administrative Agent may require that such terms be modified if (i) a state of facts exists with
respect to the Project that was not foreseen by the Administrative Agent on the and which, in the
reasonable judgment of the Administrative Agent, renders such coverage inadequate, (ii) insurance
coverage becomes available that was not otherwise available on the Closing Date and (iii) the
requested coverage is available on commercially reasonable terms.



All insurance carried pursuant to this Schedule 7.01(h) shall conform to the relevant
provisions of the Transaction Documents and be with insurance companies which are authorized to do
business in Georgia and rated “A-, X” or better by A. M. Best’s Insurance Guide and Key Ratings, or
other insurance companies of recognized responsibility satisfactory to the Administrative Agent.
None of the Senior Secured Parties shall have any obligation or liability for premiums,
commissions, assessments or calls in connection with any insurance policy required under this
Schedule 7.01(h)



1.2 Capitalized terms used in this Schedule 7.01(h) not otherwise defined herein shall have
the meanings set forth in this Agreement, or if not defined therein, as such terms are used in the
common practice of the insurance industry.



The insurance carried in accordance with this Schedule 7.01(h) shall be endorsed as follows
unless prohibited by law:




(a) With respect to loss payee and additional insured:




	 	(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);




 


 









 





(b) With respect to Sections 3.1, 3.2, 3.3, 4.1, and 4.2 hereof, the interest of the Senior
Secured Parties shall not be invalidated by any action or inaction of the Borrower and shall insure
the Senior Secured Parties regardless of any breach or violation by the Borrower of any warranties,
declarations or conditions in such policies or any foreclosure or change in ownership of the
Project;



(c) The insurer thereunder shall waive all rights of subrogation against the Senior Secured
Parties and their respective officers, employees, agents, successors and assigns and shall waive
any right of setoff and counterclaim and any other right to deduction whether by attachment or
otherwise;



(d) Such insurance shall be primary without right of contribution of any other insurance
carried by or on behalf of any of the Senior Secured Parties with respect to its interest as such
in the Project and each policy insuring against liability to third parties shall contain a
severability of interests or cross liability provision;



(e) The builder’s risk, delay in startup and marine cargo insurance required under Section 3.0
below shall be non-cancelable unless premiums have not been paid within 10 days after receipt by
the Administrative Agent of written notice of cancellation sent by registered mail from the
insurer. If, at any time, any other insurance required under this Schedule 7.01(h) is canceled or
reduced, such cancellation or reduction shall not take effect for 45 days (or, where such
cancellation results from nonpayment of premiums, 10 days) after receipt by the Administrative
Agent of written notice of such cancellation or reduction sent by registered mail from the insurer.



(f) Any insurance carried hereunder that is written to cover more than one insured shall
provide that all terms, conditions, insuring agreements and endorsements, with the exception of
limits of liability (which shall be applicable to all insureds as a group) and liability for
premiums (which shall be solely a liability of the Borrower), shall operate in the same manner as
if there were a separate policy covering such insured.




1.3 Adjustment of Losses.



(a) Any loss under any insurance required to be carried hereunder shall be adjusted with the
insurance companies or otherwise collected, including the filing in a timely manner of appropriate
proceedings, by the Borrower, subject to the approval of the Administrative Agent as it pertains to
losses in excess of $1,000,000 under Section 3.1, 3.2, 3.3, 4.1, and 4.2 hereof only. In addition,
the Borrower shall take all other steps necessary or requested by the Administrative Agent to
collect from insurers any loss covered by any of the insurance policies herein. All such policies
shall provide that the loss, if any, and coverage afforded under such insurance shall be adjusted
and paid as provided in this Schedule 7.01(h)


 


 









 





(b) The Borrower shall promptly notify the Administrative Agent of any loss in excess of
$500,000 covered by any insurance maintained pursuant to Sections 3.1, 3.2, 3.3, 4.1, and 4.2. The
Borrower and the Administrative Agent shall cooperate and
consult with each other in all matters pertaining to the settlement or adjustment of any and all
claims and demands for damages on account of any taking or condemnation of the Project or
pertaining to the settlement, compromising or arbitration of any claim on account of any damage or
destruction of the Project or any portion thereof. Without the prior written consent of the
Administrative Agent, the Borrower shall not settle, or consent to the settlement of losses in
excess of $1,000,000, any proceeding arising out of any damage, destruction or condemnation of the
Project or any portion thereof.



1.4 Application of Payments. Until the Security Discharge Date, (a) all payments with
respect to the insurance required under Sections 3.1, 3.3 and 4.1 hereof for the account of the
Collateral Agent or the Borrower from any insurer shall promptly be deposited in the Insurance and
Condemnation Proceeds Account, and (b) all payments with respect to Sections 3.2 and 4.2 hereof for
the account of the Collateral Agent or the Borrower from any insurer shall promptly be deposited in
the Revenue Account, in each case for application in accordance with the provisions of this
Agreement and the Accounts Agreement.



1.5 Evidence of Insurance. Prior to the Closing Date and within 10 days after each
renewal date of each policy, the Borrower shall furnish to the Administrative Agent approved
certification of all required insurance. An authorized representative of each insurer shall
execute such certificates. Such certificates shall identify underwriters, the type of insurance,
the insurance limits, the risks covered thereby and the policy term, and shall specifically state
that the special provisions enumerated for such insurance herein are provided by such insurance.
The Borrower shall certify that the premiums on all such policies have been paid in full for the
current year or will be paid when due. Upon request, the Borrower will promptly furnish to the
Administrative Agent copies of all insurance policies, binders and cover notes or other evidence of
such insurance relating to the Project.



1.6 No Duty to Verify. No provision of this Schedule 7.01(h) or any provision of any
Transaction Document shall impose on any of the Senior Secured Parties any duty or obligation to
verify the existence or adequacy of the insurance coverage maintained by the Borrower, nor shall
any of the Senior Secured Parties be responsible for any representations or warranties made by or
on behalf of the Borrower to any insurance company or underwriter.



1.7 Duty to Inform the Agent of Unavailability of Deductibles. In the event that any
deductible required by this Schedule 7.01(h) becomes unavailable on commercially reasonable terms,
then the Borrower shall inform the Administrative Agent of deductibles that are available on
commercially reasonable terms, and, within 10 days after the Administrative Agent in consultation
with the Insurance Consultant has approved any such available deductible, shall procure such
available deductible.


 


 









 





2.0 INSURANCE FOR THE FULL TERM OF THE LOAN



The Borrower shall maintain in full force and effect at all times on and after the Closing Date
(unless otherwise specified below) and continuing through the Security Discharge
Date (unless otherwise specified below) the following insurance policies with limits and coverage
provisions sufficient to satisfy the requirements set forth in each of the Project Contracts, but
in no event less than the limits and coverage provisions set forth below.





2.1 Commercial General Liability.



Commercial general liability insurance for the Project, written on an “occurrence” policy
form, including coverage for premises / operations, products / completed operations, broad form
property damage, blanket contractual liability, independent contractors and personal injury, sudden
and accidental pollution (unless provided under a separate policy as described in Section 3.4),
with no exclusions for explosion, collapse and underground perils, with limits of no less than
$1,000,000 per occurrence for bodily injuries (including death) and property damage and a
$2,000,000 annual aggregate limit for products / completed operations coverage. The commercial
general liability policy shall also include a severability of interest clause and a cross liability
clause in the event more than one entity is an “insured” under the liability policy. Deductibles
in excess of $25,000 shall be subject to review and approval by the Administrative Agent. This
policy shall also include fire legal liability and the definition of insured contract shall be
amended to remove any exclusion or other limitation for any work being done within 50 feet of
railroad property.




2.2 Automobile Liability.



Automobile liability insurance, including coverage for owned, non-owned and hired automobiles
(as applicable) for both bodily injury and property damage in accordance with statutory legal
requirements, with a combined single limit of no less than $1,000,000 per accident with respect to
bodily injury (including death) and property damage. Automobile insurance shall include the Motor
Carrier Act Endorsement encompassing Hazardous Materials Cleanup (MCS-90), if the exposure exists.




2.3 Workers Compensation.



Prior to hiring employees, workers compensation insurance providing statutory limits and
employer’s liability with a limit of not less than $500,000 and such other forms of insurance which
Borrower is required by law to provide covering loss resulting from injury, sickness, disability or
death of the employees of Borrower.




2.4 Umbrella or Excess Liability.



Umbrella or excess liability insurance of not less than $20,000,000 per occurrence and in the
aggregate with respect to products and completed operations liability. Such coverages shall be
written on an occurrence policy form or “claims first made” policy form and excess of coverage
provided by the policies described in Sections 2.1, 2.2 and 2.3.


 


 









 






2.5 Directors and Officers Insurance



Upon election of its board of directors and until the Security Discharge Date, the Borrower
shall maintain, or cause to be maintained, Directors and Officers Insurance (including Employment
Practices Liability) with limits representative of industry practice but in any event no less than
$5,000,000.




2.6 Aircraft Liability.



Aircraft liability insurance, if any aircraft are used in connection with the construction or
operation of the Project, in an amount of not less than $10,000,000 for all owned, non-owned and
hired fixed wing or rotary wing aircraft.



3.0 CONSTRUCTION PERIOD INSURANCE



The Borrower shall have placed or shall have caused to be placed the following coverages on or
prior to the date of Notice to Proceed and such coverages shall be maintained in effect at all
times until the Final Completion Date:





3.1 Builder’s Risk.



From the date of Notice to Proceed until such time as coverage is replaced under Operating
Insurance (property “all risk”) as set forth in Section 4.0 hereof, builder “all risk” insurance
providing coverage for the Project, on a replacement cost basis and on a form acceptable to the
Administrative Agent, including, but not limited to, the perils of fire, lightning, explosion,
windstorm, flood and earthquake (including sinkhole and subsidence), strike, riot, civil commotion,
vandalism and malicious mischief insuring the buildings, structures, machinery, equipment,
facilities, fixtures and other properties constituting a part of the Project and property of
others, such as grain storage facilities, and rail cars for which the Borrower has responsibility
to insure. Sub limits are permitted, but for not less than standard industry practice, for inland
transit (for full replacement cost of the single transit), removal of debris/cost of cleanup,
offsite storage (for full replacement cost of equipment in storage), expediting expense, flood (for
not less than $100,000,000), earthquake (for not less than $100,000,000) and seepage and pollution
remediation. The builder’s all risk policy shall include coverage for testing and commissioning at
full replacement cost for a period of at least three (3) months or more if required by the
Design-Build Contractor,



All such policies shall have deductibles of not greater than $100,000 for physical damage
except $250,000 for testing and commissioning and $250,000 for acts of nature (such as flood and
earthquake). This coverage shall not include any annual or term aggregate limits of liability or a
clause requiring the payment of additional premium to reinstate the limits after a loss except for
losses caused by the perils of flood and earthquake.


 


 









 






3.2 Delay in Startup.



Delay in startup insurance, on an “all risks” basis including testing, commissioning and
startup (machinery breakdown and electrical injury) coverage during the construction period with
limits of not less than 12 months of projected revenues less
non-continuing expenses (estimated to be $30,000,000), with the 12 months’ indemnification
period being exclusive of the deductible waiting period. The deductible or waiting period shall
not exceed thirty (30) days from the Final Completion Date. Borrower shall also maintain or cause
to be maintained contingent delay in startup as respects an insured loss at either facility of any
single major supplier or customer which would significantly delay the Project’s completion or going
into operation.




3.3 Marine Cargo (to the extent such transportation is used).



At least ten (10) days prior to the shipment of equipment manufactured outside the United
States, ocean cargo coverage shall be secured in an amount not less than the full replacement costs
of equipment shipped with certificates of insurance being evidenced to the Administrative Agent.
Such coverage shall apply to all equipment destined for the Project which is valued in excess of
$250,000 and/or is considered critical and has a lead time to replace exceeding six (6) months.
The ocean cargo policy shall attach coverage at the point of loading for departure from the
premises of the manufacturer and shall continue in force until the shipment arrives at the Project
including 60 days’ storage, or until it is insured under the builder’s all risk policy. Delay in
startup (advanced loss of profits) shall be insured in an amount sufficient to cover continuing
expenses and Debt Service during the lead time to replace the equipment (12 months) subject to a
deductible of 30 days commencing from the scheduled completion date as defined in the policy.
Physical damage deductibles applying to marine cargo shall not exceed $50,000.




3.4 Contractors Pollution Legal Liability.



Sudden and accidental pollution legal liability insurance with a limit commensurate with
industry practice for similar construction projects but not less than $5,000,000. Such coverage
can be included in the commercial general liability and umbrella or excess liability covers or
provided separately. Claims made coverage forms and deductibles of up to $100,000 are acceptable
and the requirement for this coverage can be satisfied by the Design-Build Contractor when Borrower
is named as an additional insured on its policy.




3.5 Insurance Required of Contractors and Subcontractors.



All contractors and subcontractors prior to performing work for the Project, shall arrange and
maintain and certify on a form acceptable to the Borrower the types of insurance as set forth in
Sections 2.1, 2.2, 2.3 and 2.4 with the same limits except the umbrella limits shall be no less
than $20,000,000. Contractors shall be responsible for insuring their own materials and equipment.
Such insurance supplied by the parties shall:




	 	(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.






3.6 Professional Liability.



Professional Liability insurance with respect to the design and engineering of the Project
shall be carried by the Design-Build Contractor as per contractual requirements but not for less
than $5,000,000 per occurrence.



4.0 OPERATING INSURANCE



The Borrower shall arrange or cause to be arranged the following coverages which are to be placed
into effect at the earlier of the expiration of the build “all risk” insurance policy required
under Section 3.1 hereof or completion and handover of the Project to Borrower ensuring that there
is no gap in coverage, and shall be maintained in effect at all times until the Security Discharge
Date.





4.1 Property / Machinery Breakdown.



Property “all risk” insurance on a form acceptable to the Administrative Agent, providing
coverage for the Project, on a replacement cost basis (with no deduction for depreciation or
coinsurance clause) and for, but not limited to, the perils of fire, lightning, explosion,
windstorm, flood and earthquake (including sinkhole and subsidence), terrorism, strike, riot, civil
commotion, vandalism and malicious mischief insuring the buildings, structures, machinery,
equipment, facilities, fixtures and other properties constituting a part of the Project and
property of others, such as grain storage facilities, and rail cars for which the Borrower has
responsibility to insure. Sub limits are permitted, but for not less than standard industry
practice, for inland transit (for full replacement cost of the single transit), removal of
debris/cost of cleanup, offsite storage (for full replacement cost of equipment or
product/feedstock in storage), expediting expense, flood (for not less than $100,000,000) and
earthquake (for not less than $100,000,000) and such other coverages customarily sub-limited in
reasonable amounts consistent with current industry practice with respect to similar risks and
acceptable to the Administrative Agent.



The Property “all risk” policy shall include, unless provided under a separate policy,
machinery breakdown (boiler and machinery) coverage on a “comprehensive” basis with limits of not
less than the full replacement cost on all the insured objects. In the event “all risk” property
coverage and the machinery breakdown coverage are not written in the same policy, each policy shall
contain a joint loss agreement.



All such policies shall have deductibles of not greater than $100,000 for physical damage
except $250,000 for machinery breakdown and $250,000 for acts of nature (such as flood and
earthquake). This coverage shall not include any annual or term
aggregate limits of liability or a clause requiring the payment of additional premium to
reinstate the limits after a loss except for losses caused by the perils of flood and earthquake.


 


 









 






4.2 Business Interruption.



Borrower shall also maintain or caused to be maintained, with respect to the Project, business
interruption insurance as part of the property “all risk” insurance and machinery breakdown
insurance policy with limits of not less than 12 months of projected revenues less non-continuing
expenses (estimated to be $30,000,000), with the 12 months’ indemnification period being exclusive
of the deductible waiting period. The deductible or waiting period shall not exceed thirty (30)
days.



Borrower shall also maintain or cause to be maintained contingent business interruption as
respects an insured loss at either facility of any single major supplier or customer which would
significantly affect the financial health of the Project.




4.3 Subcontractors Insurance



Any subcontractor, prior to performing work for the Project shall arrange and maintain
insurance at limits as set forth in Section 2.1, 2.2 and 2.3 (or higher if so required by the
Project Documents). Such insurance supplied by the subcontractor shall:




	 	(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.





5.0 GENERAL CONDITIONS APPLYING TO ALL INSURANCE




5.1 The Borrower shall promptly notify the Administrative Agent of any claim in excess of
$500,000 covered by any insurance maintained pursuant to this Schedule 7.01(h).



5.2 All policies of insurance required to be maintained pursuant to Sections 3.1, 3.2, 3.3,
4.1, and 4.2 shall include a standard first mortgage endorsement substantially equivalent to the
Lenders Loss Payable Endorsement 438BFU or New York Standard Mortgage Endorsement without
contribution. All policies (other than in respect to workers compensation insurance) shall insure
the interests of the Senor Secured Parties regardless of any breach or violation by the Borrower of
warranties, declarations or conditions contained in such policies, any action or inaction of the
Borrower or others, or any foreclosure relating to the Project or any change in ownership of all or
any portion of
the Project (the foregoing may be accomplished by the use of the Lender Loss Payable Endorsement
438BFU required above).


 


 









 





6.0 INDEPENDENT INSURANCE BROKER’S REPORT



On the Closing Date and annually thereafter upon renewal of each policy, the Borrower shall furnish
the Administrative Agent with a report from an independent insurance broker, signed by an officer
of the broker, stating that all premiums then due have been paid and that, in the opinion of such
broker, the insurance then carried or to be renewed is in accordance with the terms of this
Schedule 7.01(h). In addition the Borrower will advise the Administrative Agent in writing
promptly of any default in the payment of any premium and of any other act or omission on the part
of the Borrower which may invalidate or render unenforceable, in whole or in part, any insurance
being maintained by the Borrower pursuant to this Schedule 7.01(h).




7.0 FAILURE TO MAINTAIN INSURANCE



In the event the Borrower fails, or fails to cause the Design-Build Contractor or any operator, to
take out or maintain the full insurance coverage required by this Schedule, or any of the
Transaction Documents, the Administrative Agent, upon 30 days’ prior notice (unless the
aforementioned insurance would lapse within such period, in which event notice should be given as
soon as reasonably possible) to the Borrower of any such failure, may (but shall not be obligated
to) take out the required policies of insurance and pay the premiums on the same. All amounts so
advanced by the Administrative Agent shall become an additional Obligation of the Borrower to the
Administrative Agent and the Borrower shall forthwith pay such amounts to the Administrative Agent,
together with interest thereon at the Default Rate from the date so advanced.




8.0 MAINTENANCE OF INSURANCE



The Borrower shall at all times maintain the insurance coverage required under the terms of the
Transaction Documents and may include any operator as an insured under such insurance.




9.0 “CLAIMS MADE” POLICIES FOR CERTAIN TYPES OF INSURANCE



If any liability insurance required under the provisions of this Schedule 7.01(h) is allowed to be
written on a “claims made” basis, then such insurance shall include the following:





9.1 The retroactive date shall be no later than the date of Notice to Proceed.



9.2 Whenever a policy written on a “claims made” basis is not renewed or the retroactive date
of such policy is moved forward, the Borrower shall obtain or cause to be obtained the broadest
extended reporting period coverage, or “tail coverage”, available on a commercially reasonable
basis for such policy.


 


 









 





10.0 UNAVAILABILITY OF INSURANCE



If any insurance required herein is not available on a commercially reasonable basis, the
Administrative Agent shall not unreasonably withhold its agreement to waive such requirement;
provided, however, that the Borrower shall first request any such waiver in writing to the
Administrative Agent, which request shall be accompanied by a written report prepared by an
insurance broker of nationally recognized standing, certifying that such insurance required is not
available on a commercially reasonable basis (and, in any case where the insurance is available but
the required amount is not so available, certifying as to the maximum amount which is so available)
and explaining in detail the basis for such conclusion. If, after reviewing such report with the
Insurance Consultant, the Administrative Agent concurs with such report, the Borrower shall not be
required to maintain such insurance until such insurance is again available on commercially
reasonable terms. At any time after the granting of any such waiver, but not more often than once
a year, the Administrative Agent may request, and the Borrower shall furnish to the Administrative
Agent within fifteen (15) days after such request, a supplemental report reasonably acceptable to
the Administrative Agent from an independent insurance broker or the Insurance Consultant updating
the prior report and reaffirming the conclusion thereof. It is understood that the failure of the
Borrower to timely furnish any such supplemental report shall be conclusive evidence that such
waiver is no longer effective because such condition no longer exists, but that such failure is not
the only way to establish that such condition no longer exists. For the purposes of this
subsection, insurance will be considered “not available on a commercially reasonably basis” when it
is obtainable only at excessive costs which are not justified in terms of the risk to be insured
and is generally not being carried by or applicable to projects or operations similar to the
Project because of such excessive costs.




 


 









 






SCHEDULE
10.11(a)
to Senior Credit Agreement





NOTICE INFORMATION





	I.	 	BORROWER:
	 
	 	 	SOUTHWEST GEORGIA ETHANOL, LLC





	 	 	 	 	 
	 

	 	Mailing Address:
	 	P.O. Box 386
	 

	 	 	 	Camilla, GA 31730
	 
	 	 	 	 
	 

	 	Physical Address:
	 	4615 Back Nine Road
	 

	 	 	 	Pelham, GA 31779
	 
	 	 	 	 
	 

	 	Attention:
	 	Larry Kamp, Chief Financial Officer
	 

	 	Telephone:
	 	(229) 522-2822
	 

	 	Facsimile:
	 	(229) 522-2824
	 

	 	E-mail
	 	larry@firstunitedethanol.com







	II.	 	ADMINISTRATIVE AGENT, LEAD ARRANGER AND SOLE BOOKRUNNER:
	 
	 	 	WESTLB AG, NEW YORK BRANCH





	 	 	 	 	 
	 	 	1211 Avenue of the Americas
	 

	 	New York, NY 10036	 	 
	 

	 	Attention:
	 	Andrea Bailey
	 

	 	Phone:
	 	212-597-1158
	 

	 	Facsimile:
	 	212-302-7946
	 

	 	E-mail:
	 	NYC_Agency_Services@WestLB.com







	III.	 	COLLATERAL AGENT:
	 
	 	 	WESTLB AG, NEW YORK BRANCH





	 	 	 	 	 
	 	 	1211 Avenue of the Americas
	 

	 	New York, NY 10036	 	 
	 

	 	Attention:
	 	Andrea Bailey
	 

	 	Telephone:
	 	212-597-1158
	 

	 	Facsimile:
	 	212-302-7964
	 

	 	E-mail:
	 	NYC_Agency_Services@WestLB.com





 


10.11(a)-1









 






	IV.	 	INTEREST RATE PROTECTION PROVIDER:
	 
	 	 	WESTLB AG, NEW YORK BRANCH





	 	 	 	 	 
	 	 	1211 Avenue of the Americas
	 

	 	New York, NY 10036	 	 
	 

	 	Attention:
	 	Lawrence Vassallo
	 

	 	Telephone:
	 	212-597-8500
	 

	 	Fax:
	 	212-789-0039
	 

	 	E-mail:
	 	Lawrence_Vassallo@westlb.com
	 

	 	Group E-mail:
	 	NYC_DerivMktg@westlb.com







	V.	 	ACCOUNTS BANK
	 
	 	 	AMARILLO NATIONAL BANK





	 	 	 	 	 
	 

	 	P.O. Box 1	 	 
	 

	 	Amarillo, Texas 79105	 	 
	 	 	(or, for delivery by overnight courier, to:
	 

	 	410 S. Taylor	 	 
	 

	 	Amarillo, Texas 79101)	 	 
	 

	 	Attention:
	 	Craig Sanders, Executive Vice President
	 

	 	Telephone:
	 	806-378-8244
	 

	 	Facsimile:
	 	806-345-1663
	 

	 	E-mail:
	 	craig.sanders@anb.com





 


10.11(a)-2 









 




EXECUTION VERSION


Exhibit
A





“Acceptable Bank” means a bank whose long-term unsecured and unguaranteed debt is
rated at least “A-” (or the then-equivalent rating) by S&P or at least “A3” (or the then-equivalent
rating) by Moody’s.



“Account Collateral” has the meaning provided in Section 2.05 (Grant of First-Priority
Security Interest) of the Accounts Agreement.



“Account Debtor” means the Person that is obligated on or under any Account owing to
the Borrower.



“Accounts” means all “accounts” as that term is defined in Section 9-102 of the UCC,
now or hereafter owned by the Borrower.



“Accounts Agreement” means that certain Accounts Agreement, dated as of the date
hereof, among the Borrower, the Accounts Bank as accounts bank and securities intermediary, the
Collateral Agent and the Administrative Agent.



“Accounts Bank” means Amarillo National Bank, not in its individual capacity, but
solely as depositary bank and securities intermediary under the Accounts Agreement, and includes
each other Person that may, from time to time, be appointed as successor Accounts Bank pursuant to
and in accordance with the Accounts Agreement.



“Accounts Bank Fee Letter” means that certain Fee Letter between the Accounts Bank and
the Borrower, dated as of the date hereof, setting forth certain fees due and payable to the
Accounts Bank.



“Additional Project Document” means each contract, agreement, letter agreement or
other instrument to which the Borrower becomes a party after the date hereof, other than any
document under which the Borrower (a) could not reasonably be expected to have obligations or
liabilities in the aggregate in excess of two million Dollars ($2,000,000), or be entitled to
receive revenues in the aggregate in excess of two million Dollars ($2,000,000), in either case in
value in any twelve (12) month period and (b) a termination of which could not reasonably be
expected to result in a Material Adverse Effect; provided, that for the purposes of this
definition, any series of related transactions (other than transactions, including hedging
transactions, relating to the sale of Products or the purchase of feedstock and natural gas) shall
be considered as one transaction, and all contracts, agreements, letter agreements or other
instruments in respect of such transactions shall be considered as one contract, agreement, letter
agreement or other instrument, as applicable.



“Administrative Agent” means WestLB, not in its individual capacity but solely as
administrative agent for the Lenders hereunder and under the other Financing
Documents, and includes each other Person that may, from time to time, be appointed as
successor Administrative Agent pursuant to Section 9.06 (Resignation or Removal of Agent).


 


 









 





“Affiliate” of any Person means any other Person that, directly or indirectly,
controls, is controlled by or is under common control with such Person. A Person shall be deemed
to be “controlled by” any other Person if such other Person (a) possesses, directly or indirectly,
power to direct or cause the direction of the management and policies of such Person whether by
contract or otherwise or (b) owns at least ten percent (10%) of the Equity Interests in such
Person.



“Agent Parties” has the meaning provided in Section 10.11(i) (Notices and Other
Communications).



“Agents” means, collectively, the Administrative Agent, the Collateral Agent and the
Accounts Bank.



“Aggregate Construction Loan Commitment” means one hundred million Dollars
($100,000,000), as the same may be reduced in accordance with Section 2.07 (Termination or
Reduction of Commitments).



“Aggregate Loan Commitment” means one hundred and fifteen million Dollars
($115,000,000), as the same may be reduced in accordance with Section 2.07 (Termination
or Reduction of Commitments).



“Aggregate Term Loan Commitment” means one hundred million Dollars ($100,000,000), as
the same may be reduced in accordance with Section 2.07 (Termination or Reduction of
Commitments).



“Aggregate Working Capital Loan Commitment” means fifteen million Dollars
($15,000,000), as the same may be reduced in accordance with Section 2.07 (Termination or
Reduction of Commitments).



“Agreement” has the meaning set forth in the Preamble.



“Agricultural Market Consultant” means Muse, Stancil & Co., or any replacement
agricultural market consultant appointed by the Administrative Agent.



“Ancillary Documents” means, with respect to each Additional Project Document, the
following, each of which shall be in form and substance reasonably satisfactory to the
Administrative Agent and, in the case of items (i), (ii) and (iv), the Collateral Agent:


 


2









 





(i) each security instrument and agreement necessary or desirable to grant to the Collateral
Agent a first priority perfected Lien (subject only to Permitted Liens) in such Additional Project
Document and all property interests received by the Borrower in connection therewith;



(ii) all recorded UCC financing statements and other filings required to perfect such Lien;



(iii) if reasonably requested by the Administrative Agent, opinions of counsel for the
Borrower addressing such matters relating to such document, each applicable Security Document and
Lien as the Administrative Agent may reasonably request;



(iv) if reasonably requested by the Administrative Agent, the Borrower shall use its best
efforts to obtain a Consent with respect to such Additional Project Document from each Project
Party thereto, and shall use its best efforts to obtain an opinion of counsel to such Project Party
addressing matters relating to such Additional Project Document and such Consent as the
Administrative Agent may reasonably request; and



(v) certified evidence of the authorization of such Additional Project Document by the
Borrower.



“Applicable Margin” means, with respect to the Construction Loans or Term Loans, the
Construction/Term Applicable Margin and, with respect to the Working Capital Loans, the Working
Capital Applicable Margin.



“Application for Payment” means an “Application for Payment” as defined in the
Design-Build Agreement.



“Approved Fund” means, with respect to any Lender that is a fund that invests in
commercial loans, any other fund that invests in commercial loans and is managed or advised by the
same investment advisor as such Lender or by an Affiliate of such investment advisor.



“Approved Management Fees” means any fees payable pursuant to Section 4.2(b) and
Section 5.1 of the Operation and Maintenance Agreement that are expressly identified as such and
(i) are included in an Operating Budget that has been approved by the Administrative Agent pursuant
to Section 7.01(j) (Affirmative Covenants — Operating Budget) or (ii) have been expressly
approved by the Administrative Agent in writing.



“Assignment Agreement” means that certain Assignment Agreement, dated as of November
20, 2007, between the Pledgor and the Borrower.


 


3









 





“Auditors” means those nationally recognized independent auditors selected by the
Borrower and approved by the Administrative Agent; provided that any of Deloitte Touche
Tohmatsu, PricewaterhouseCoopers, Ernst & Young and KPMG shall be deemed approved.



“Authorized Officer” means (i) with respect to any Person that is a corporation, the
chief executive officer, the chief operating officer, the president, any vice president, the
treasurer or the chief financial officer of such Person, (ii) with respect to any Person that is a
partnership, an Authorized Officer of a general partner of such Person, (iii) with respect to any
Person that is a limited liability company, any manager, the president, any vice president, the
treasurer or the chief financial officer of such Person, or an Authorized Officer of the managing
member of such Person, or (iv) with respect to any Person, such other representative of such Person
that is approved by the Administrative Agent in writing who, in each such case, has been named as
an Authorized Officer on a certificate of incumbency of such Person delivered to the Administrative
Agent and the Accounts Bank on or after the date hereof.



“Base Rate” means, for any day, a fluctuating rate per annum equal to the higher of
(i) the Federal Funds Effective Rate plus one-half of one percent (0.50%) and (ii) the rate of
interest in effect for such day as publicly announced from time to time by WestLB as its “prime
rate.” The “prime rate” is a rate set by WestLB based upon various factors including WestLB’s
costs and desired return, general economic conditions and other factors, and is used as a reference
point for pricing some loans, which may be priced at, above, or below such announced rate. Any
change in such rate announced by WestLB shall take effect at the opening of business on the day
specified in the public announcement of such change.



“Base Rate Loan” means any Loan bearing interest at a rate determined by reference to
the Base Rate and the provisions of Article II (Commitments and Funding).



“Blocked Account Agreement” means an agreement, in substantially the form attached
hereto as Exhibit M (or, if requested by the Borrower, such other form reasonably
satisfactory to the Administrative Agent and the Collateral Agent), with respect to a Local Account
among the Borrower, the bank with whom such Local Account was opened and the Collateral Agent.



“Blocked Account Collateral” has the meaning set forth in each Blocked Account
Agreement.



“Bond Collateral Documents” means (i) the Bond Indenture, (ii) the “Security
Agreement” (as defined in the Bond Indenture), and any documents granting, or relating
to the grant, of security for the payment of amounts due under the Subordinated Loan Agreement
and the Bonds.


 


4









 





“Bond Funds” means the “Bond Fund”, the “Costs of Issuance Fund”, the “Debt Service
Reserve Fund”, the “Project Fund” and the “Special Fund” (each as defined in the Bond Indenture),
together with such other funds, accounts or sub-accounts established by the Bond Trustee pursuant
to the Bond Indenture in administering the Trust Estate (as defined in the Bond Indenture).



“Bond Indenture” means the Trust Indenture, dated as of November 1, 2006, made and
entered into between the Issuer and the Bond Trustee, as amended by the Omnibus Assignment and
Amendment Agreement.



“Bonds” means the Mitchell County Development Authority Revenue Bonds (First United
Ethanol, LLC Project), Series 2006.



“Bond Trustee” means Regions Bank, a banking corporation with a corporate trust office
in Atlanta, Georgia.



“Borrower” has the meaning set forth in the Preamble.



“Borrower LLC Agreement” means the Limited Liability Company Agreement of Southwest
Georgia Ethanol, LLC dated as of October 22, 2007 and entered into by the Pledgor and the initial
Independent Member.



“Borrowing Base” means, on any given date, an amount equal to, eighty percent (80%) of
the sum of, without duplication:



(i) the face amount (less reserves, maximum discounts, credits and allowances that may be
taken by or granted to the Account Debtor thereof in connection therewith) of all Eligible Accounts
for the Project that are set forth in the Borrowing Base Certificate then most recently delivered
by the Borrower to the Administrative Agent; and



(ii) the Value of no more than sixty (60) days of Eligible Inventory for the Project (less
reserves, maximum discounts, credits and allowances that may be taken by or granted to the Account
Debtor thereof in connection therewith) as set forth in the Borrowing Base Certificate then most
recently delivered by the Borrower to the Administrative Agent.



“Borrowing Base Certificate” means a certificate setting forth the Borrowing Base as
of the date of such certificate, substantially in the form of Exhibit N.


 


5









 





“Business Day” means:



(i) any day that is neither a Saturday or Sunday nor a day on which commercial banks are
authorized or required to be closed in either Atlanta, Georgia or New York, New York; and



(ii) relative to the making, continuing, prepaying or repaying of any Eurodollar Loans, any
day on which dealings in Dollars are carried on in the London interbank market.



“Business Interruption Insurance Proceeds” means all proceeds of any insurance
policies required pursuant to this Agreement or otherwise obtained with respect to the Borrower or
the Project relating to business interruption or delayed start-up.



“Capitalized Lease Liabilities” of any Person means all monetary obligations of such
Person under any leasing or similar arrangement that, in accordance with GAAP, would be classified
as capitalized leases on a balance sheet of such Person or otherwise disclosed as such in a note to
such balance sheet and, for purposes of the Financing Documents, the amount of such obligations
shall be the capitalized amount thereof, determined in accordance with GAAP.



“Carbon Dioxide Agreement” means an agreement between the Borrower and a third party
for the sale of carbon dioxide produced by the Project.



“Cash Equivalents” means:



(a) readily marketable direct obligations of the government of the United States or any agency
or instrumentality thereof, or obligations unconditionally guaranteed by the full faith and credit
of the government of the United States, in each case maturing within one (1) year from the date of
acquisition thereof;



(b) securities issued by any state of the United States of America or any political
subdivision of any such state or any public instrumentality thereof having maturities of not more
than one (1) year from the date of acquisition thereof and, at the time of acquisition, having a
rating of AA- or higher from S&P or Aa3 or higher from Moody’s (or, if at any time neither S&P nor
Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized
rating service);



(c) investments in commercial paper maturing within one hundred eighty (180) days from the
date of acquisition thereof and having, at such date of acquisition, a rating of at least A-1 or
P-1 from either S&P or Moody’s (or, if at any time neither S&P
nor Moody’s shall be rating such obligations, an equivalent rating from another nationally
recognized rating service);


 


6









 





(d) investments in certificates of deposit, banker’s acceptances and time deposits maturing
within two hundred and seventy (270) days from the date of acquisition thereof issued or guaranteed
by or placed with, and money market deposit accounts issued or offered by, the Administrative Agent
or any domestic office of any commercial bank organized under the laws of the United States of
America, any State thereof, any country that is a member of the Organisation for Economic
Co-Operation and Development or any political subdivision thereof, that has a combined capital and
surplus and undivided profits of not less than five hundred million Dollars ($500,000,000);



(e) fully collateralized repurchase agreements with a term of not more than 30 days for
securities described in clause (a) above and entered into with a financial institution satisfying
the criteria of clause (d) of this definition; and



(f) investments in “money market funds” within the meaning of Rule 2a-7 of the Investment
Company Act of 1940, as amended, substantially all of whose assets are invested in investments of
the type described in clauses (a) through (e) of this definition.



“Cash Flow” means, for any period, the sum (without duplication) of the following:
(i) all cash paid to the Borrower during such period in connection with the Ethanol Agreement, DDG
Marketing Agreement and any other sales of Products, (ii) all interest and investment earnings paid
to the Borrower or the Project Accounts during such period on amounts on deposit in the Project
Accounts, (iii) all cash paid to the Borrower during such period as Business Interruption Insurance
Proceeds, and (iv) all other cash paid to the Borrower during such period; provided,
however, that Cash Flow shall not include any proceeds of the Loans or any other
Indebtedness incurred by the Borrower; Insurance Proceeds; Condemnation Proceeds; the Required
Equity Contribution; proceeds from any disposition of assets of the Project or the Borrower (other
than Products); tax refunds; amounts received, whether by way of a capital contribution or
otherwise, from any holders of Equity Interests of the Borrower; and any other extraordinary or
non-cash income or receipt of the Borrower under GAAP.



“Cash Flow Available for Debt Service” means, for any period, an amount equal to the
amount of Cash Flow deposited in the Revenue Account during such period minus all amounts
paid during such period pursuant to priorities first and second of Section 6.01(c) of the Accounts
Agreement.


 


7









 





“Casualty Event” means an event that causes the Project, or any material portion
thereof, to be damaged, destroyed or rendered unfit for normal use for any reason whatsoever.



“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability
Act (42 U.S.C. § 9604, et seq.), as amended, and rules, regulations, standards guidelines and
publications issued thereunder.



“Change of Control” means any transaction or series of related transactions (including
any merger or consolidation) the result of which is that the Pledgor fails to maintain, directly,
legally or beneficially, one hundred percent (100%) of the Equity Interests of the Borrower (other
than any such Equity Interests of the Independent Member of the Borrower).



“Change Order” means each “Change Order” (if any) as described in the Design-Build
Agreement.



“Closing Date” means the date on which all the conditions set forth in
Section 6.01 (Conditions to Closing and First Funding of Construction Loans) have been
satisfied or waived.



“Code” means the Internal Revenue Code of 1986, as amended.



“Collateral” means all assets of and Equity Interests in the Borrower, whether now
owned or hereinafter acquired, upon which a Lien is purported to be created by any Security
Document then in effect or contemplated to be in effect.



“Collateral Agent” means WestLB, not in its individual capacity but solely in its
capacity as collateral agent for the Senior Secured Parties under the Financing Documents, and
includes each other Person that may, from time to time, be appointed as successor Collateral Agent
pursuant to Section 9.06 (Resignation or Removal of Agent).



“Commitment Fee” has the meaning provided in Section 3.13(a) (Fees).



“Commitment Percentage” means, as to any Lender at any time, such Lender’s
Construction Loan Commitment Percentage, Term Loan Commitment Percentage or Working Capital
Commitment Percentage, as the context may require.



“Commitments” means, with respect to each Lender, as applicable, such Lender’s
Construction Loan Commitment, Term Loan Commitment or Working Capital Loan Commitment, as the
context may require.


 


8









 





“Commodity Hedging Arrangements” means any arrangement to hedge the price of corn
purchases, ethanol sales, Distillers Grains sales or natural gas purchases.



“Commodity Risk Management Plan” means the risk management plan prepared by the
Borrower and approved by the Administrative Agent pursuant to Section 7.01(v) (Affirmative
Covenants — Commodity Hedging Programs) setting forth terms and conditions relating to any
Commodity Hedging Arrangements from time to time proposed to be entered into by the Borrower,
including any updates made to such risk management plan with the approval of the Administrative
Agent.



“Communications” has the meaning provided in Section 10.11(g) (Notices and Other
Communications).



“Condemnation Proceeds” means any amounts and proceeds of any kind (including
instruments) payable in respect of any Event of Taking.



“Confidential Information Memorandum” means the information memorandum, dated
September 7, 2007, together with the Addendum to the Confidential Information Memorandum dated
November 2007 and any updates related thereto, describing the Project.



“Consents” means each Consent and Agreement entered into among a Project Party, the
Borrower, and the Collateral Agent, each in form and substance reasonably satisfactory to the
Administrative Agent and the Collateral Agent.



“Construction Account” has the meaning provided in Section 3.01(a)(i) of the Accounts
Agreement.



“Construction Budget” means the budget attached hereto as Schedule 6.01(v)
that sets forth all categories of costs and expenses required in connection with the development,
construction, start-up, and testing of the Project, including all construction costs, all costs
under the Design-Build Agreement, all interest, taxes and other carrying costs related to the
Construction Loans, and costs related to the construction of the facilities described under the
Project Documents, as updated from time to time in accordance with Section 7.02(t) (Negative
Covenants — Construction Budget).



“Construction Loan” has the meaning provided in Section 2.01(a) (Construction
Loans).



“Construction Loan Commitment” means, with respect to each Lender, the commitment of
such Lender to make Construction Loans, as set forth opposite the name
of such Lender in Schedule 2.01, as the same may be reduced in accordance with
Section 2.07 (Termination or Reduction of Commitments).


 


9









 





“Construction Loan Commitment Percentage” means, as to any Lender at any time, the
percentage that such Lender’s Construction Loan Commitment then constitutes of the Aggregate
Construction Loan Commitment.



“Construction Loan Funding Notice” means each request for Funding of Construction
Loans in the form of Exhibit E delivered in accordance with Section 2.04 (Notice of
Fundings).



“Construction Loan Maturity Date” means the earlier of (a) the Conversion Date and
(b) the Conversion Date Certain.



“Construction Notes” means the promissory notes of the Borrower, substantially in the
form of Exhibit B, evidencing Construction Loans.



“Construction/Term Applicable Margin” means (a) with respect to the Eurodollar Loans,
three and one-half percent (3.75%) and (b) with respect to the Base Rate Loans, two and one-half
percent (2.75%).



“Construction/Term Lenders” means those Lenders of Construction Loans and Term Loans,
as identified on Schedule 2.01, and each other Person that acquires the rights and
obligations of any such Lender pursuant to Section 10.03 (Assignments).



“Consultants” means the Independent Engineer, the Insurance Consultant, the Ethanol
Market Consultant, the Environmental Consultant and the Agricultural Market Consultant.



“Contest” means, with respect to any matter or claim involving any Person, that such
Person is contesting such matter or claim in good faith and by appropriate proceedings timely
instituted; provided that the following conditions are satisfied: (a) unless waived by the
Administrative Agent, such Person has posted a bond or cash collateral for the full amount of such
claim or other security reasonably acceptable to the Administrative Agent; (b) during the period of
such contest, the enforcement of any contested item is effectively stayed; (c) none of such Person
or any of its officers, directors or employees, or any Senior Secured Party or its respective
officers, directors or employees, is or would reasonably be expected to become subject to any
criminal liability or sanction in connection with such contested items; and (d) such contest and
any resultant failure to pay or discharge the claimed or assessed amount during the pendency of
such contest does not, and could not reasonably be expected to (i) result in a Material
Adverse Effect or (ii) involve a material risk of the sale, forfeiture or loss of, or the
creation, existence or imposition of any Lien on, any of the Collateral.


 


10









 





“Contingency Line Item” means the Line Item in the Construction Budget identified as
“contingency” that is intended to cover the eventuality of unforeseen Project Costs.



“Contingent Liabilities” means any agreement, undertaking or arrangement by which any
Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or
indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or
otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness,
obligation or any other liability of any other Person (other than by endorsements of instruments in
the course of collection), or guarantees the payment of dividends or other distributions upon the
shares of any other Person. The amount of any Person’s obligation under any contingent liabilities
shall (subject to any limitation set forth therein) be deemed for purposes of this Agreement to be
the outstanding principal amount of the debt, obligation or other liability guaranteed thereby;
provided, however, that if the maximum amount of the debt, obligation or other
liability guaranteed thereby has not been established, the amount of such contingent liability
shall be the maximum reasonably anticipated amount of the debt, obligation or other liability;
provided, further, that any agreement to limit the maximum amount of such Person’s
obligation under such contingent liability shall not, of and by itself, be deemed to establish the
maximum reasonably anticipated amount of such debt, obligation or other liability.



“Contractual Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which such Person is a party
or by which it or any of its property is bound.



“Conversion Date” means the Business Day upon which (i) all the conditions precedent
set forth in Section 6.03 (Conditions to Term Loan Funding) shall have been satisfied (or
waived in accordance with the terms of this Agreement) and (ii) the Construction Loans are
converted to Term Loans.



“Conversion Date Certain” means the date that is fifteen (15) calendar months from the
date of this Agreement.



“Conversion Date Funding Notice” means the request for Funding on the Conversion Date
in the form of Exhibit F delivered in accordance with Section 2.04 (Notice of
Fundings).


 


11









 





“CSX Transportation Contract” means that certain CSX Transportation Contract effective
as of November 15, 2006, with amendment effective as of April 23, 2007, between CSX Transportation,
Inc., Georgia & Florida Railnet Inc. n/k/a Georgia & Florida Railway, Inc. and the Borrower.



“DDG” means dried distillers grains produced by the Borrower at the Project.



“Debt Service” means, for any period, the sum of (i) all fees (including Fees)
scheduled to become due and payable during such period to the Senior Secured Parties, (ii) interest
on the Loans (taking into account any Interest Rate Protection Agreements) scheduled to become due
and payable during such period to the Senior Secured Parties, (iii) principal payments of the Loans
(excluding the Required Cash Sweep and any other mandatory prepayments) scheduled to become due and
payable during such period to the Senior Secured Parties and (iv) all payments due by the Borrower
pursuant to Section 4.03 (Increased Eurodollar Loan Costs) and Section 4.07(a)
(Taxes) with respect to such scheduled principal, interest and fees.



“Debt Service LC Waiver Letter” means, with respect to any Debt Service Reserve Letter
of Credit, a waiver letter from the issuer thereof in substantially the form of Annex P-1 to
Exhibit P.



“Debt Service Reserve Account” has the meaning set forth in Section 3.01(a)(vii) of
the Accounts Agreement.



“Debt Service Reserve Letter of Credit” means an irrevocable, standby letter of credit
issued by an Acceptable Bank in favor of, and in form and substance reasonably satisfactory to, the
Collateral Agent and the Administrative Agent, and in respect of which a Debt Service LC Waiver
Letter in favor of, and satisfactory to, the Collateral Agent has been delivered.



“Debt Service Reserve Required Amount” means, as of any date, the amount equal to the
projected scheduled Debt Service payable in respect of the succeeding six (6) months.



“Default” means any condition, occurrence or event that, after notice or passage of
time or both, would be an Event of Default.



“Default Rate” has the meaning set forth in Section 3.06 (Default Interest
Rate).



“Deferred Approvals” has the meaning provided in Section 5.03(a)(iii)
(Representations and Warranties — Governmental Approvals).


 


12









 





“Deferred Contracts” has the meaning provided in Section 5.11(a)(iv)
(Representations and Warranties — Contracts).



“Design-Build Agreement” means that certain Lump Sum Design-Build Agreement dated as
of November 16, 2006 between the Design-Build Contractor and the Borrower.



“Design-Build Contractor” means Fagen, Inc.



“Distillers Grains” means DDG, WDG, and any other form of distillers grain products
(including syrup) marketed by the Borrower from time to time.



“Dollar” and the sign “$” mean lawful money of the United States.



“Domestic Office” means, relative to any Lender, the office of such Lender designated
on Schedule 2.01 or designated in the Lender Assignment Agreement pursuant to which such
Lender became a Lender hereunder or such other office of a Lender (or any successor or assign of
such Lender) within the United States as may be designated from time to time by written notice from
such Lender, as the case may be, to the Borrower and the Administrative Agent that shall be making
or maintaining Loans of such Lender hereunder.



“Drawdown Schedule” means, with respect to each of the Construction Loans, the
schedule set forth on Schedule 6.02(a)(v), as the same may be amended from time to time
with the approval of the Administrative Agent in consultation with the Independent Engineer, which
approval will not be unreasonably withheld or delayed.



“Electric Service Contract” means that certain Contract for Electric Service, dated
April 27, 2007, between the Electric Service Provider and the Borrower.



“Electric Service Provider” means Georgia Power Company.



“Eligible Accounts” means all Accounts of the Borrower each of which meets the
following requirements:




	 	(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.




An Account of the Borrower that is at any time an Eligible Account, but which subsequently fails to
meet any of the foregoing requirements, shall immediately cease to be an Eligible Account;
provided, that if such an ineligible Account subsequently meets all of the foregoing
requirements, it shall again be deemed an Eligible Account.




“Eligible Assignee” means (a) any Lender, (b) an Affiliate of any Lender, (c) an
Approved Fund, and (d) any other Person (other than a natural person) approved by the
Administrative Agent (such approval not to be unreasonably withheld or delayed).



“Eligible Inventory” means the Inventory of the Borrower that meets each of the
following requirements:



(i) in the case of Inventory consisting of corn or other grain feedstock, or denaturant, such
corn or other grain feedstock or denaturant that is readily usable for the operation of the Project
in the ordinary course of business;



(ii) in the case of Inventory consisting of Products, such Products that are readily
marketable by the Project in the ordinary course of business;




 


15












 





(iii) in the case of goods held for sale, the value thereof is adjusted to its then-current
market value;



(iv) it is owned by the Borrower and 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;



(v) it is not consigned Inventory;



(vi) it is located only at the Site or at such other location as is approved in writing by the
Administrative Agent; and



(vii) the Administrative Agent, in its reasonable judgment and in good faith, has not
determined that it is unacceptable or should be price-adjusted in any material respect due to age,
type, quality, category and/or quantity.



Any of the Inventory of the Borrower that is at any time Eligible Inventory, but which subsequently
fails to meet any of the foregoing requirements, shall immediately cease to be Eligible Inventory;
provided that if such ineligible Inventory subsequently meets all of the foregoing
requirements, it shall again be deemed Eligible Inventory.



“Environmental Affiliate” means any Person, only to the extent of, and only with
respect to matters or actions or inactions of such Person for which, the Borrower could reasonably
be expected to have liability as a result of the Borrower retaining, assuming, accepting or
otherwise being subject to liability for Environmental Claims relating to such Person, whether the
source of the Borrower’s obligation is by contract or operation of Law.



“Environmental Approvals” means any Governmental Approvals required under applicable
Environmental Laws or any Governmental Approvals in connection with any voluntary agreement entered
pursuant to any Environmental Law.



“Environmental Claim” means any written notice, claim, demand or similar written
communication by any Person alleging potential liability or requiring or demanding regulatory
compliance or remedial or responsive measures (including potential liability for investigatory
costs, cleanup, remediation and mitigation costs, governmental response costs, natural resources
damages, property damages, personal injuries, fines or penalties) in each such case (x) either
(i) with respect to environmental contamination-related liabilities or obligations with respect to
which the Borrower could reasonably be expected to be responsible that are, or could reasonably be
expected to be, in excess of two hundred thousand Dollars ($200,000) in the aggregate, or (ii) that
has or could reasonably be expected to result in a Material Adverse
Effect and (y) arising out of,
based on or resulting from (i) the presence, release or threatened release into the
environment, of any Materials of Environmental Concern at any location, whether or not owned by
such Person; (ii) circumstances forming the basis of any violation, or alleged violation, of any
Environmental Laws or Environmental Approvals; or (iii) personal injury or damage to property as a
result of exposure to Materials of Environmental Concern.




 


16









 







“Environmental Consultant” means Harris Group, or any replacement environmental
consultant appointed by the Administrative Agent with the approval of the Required Lenders.



“Environmental Laws” means all Laws applicable to the Project relating to pollution or
protection of human health, safety or the environment (including ambient air, surface water, ground
water, land surface or subsurface strata), including Laws relating to the presence, emissions,
discharges, releases or threatened releases of Materials of Environmental Concern, or otherwise
applicable to the Project relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport, management, remediation or handling of Materials of Environmental
Concern.



“Environmental Site Assessment Report” means, a Phase I environmental site assessment
report prepared by an environmental consulting firm reasonably acceptable to the Administrative
Agent, which report shall comply with ASTM standard 1527-05 (with such modifications thereto as may
reasonably be requested by the Borrower and are reasonably acceptable to the Administrative Agent),
and a Phase II environmental site assessment or any other studies or investigations, in each case
reasonably acceptable to the Administrative Agent, addressing any recognized environmental
conditions or other areas of concern identified in the relevant Phase I report if in the reasonable
determination of the Administrative Agent, acting in consultation with the Independent Engineer, a
Phase II assessment is warranted.



“Equator Principles” means The Equator Principles – An Industry Framework for
Financial Institutions to Manage Environmental and Social Issues in Project Financing.



“Equity Interests” means, with respect to any Person, all of the shares of capital
stock of (or other ownership or profit interests in) such Person, all of the warrants, options or
other rights for the purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person
or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust
interests therein), whether voting or nonvoting, and whether or not such shares, warrants,
options, rights or other interests are outstanding on any date of determination, in each such case
including all voting rights and economic rights related thereto.


 


17









 





“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any
successor statute of similar import, together with the regulations thereunder, in each case as in
effect from time to time. References to sections of ERISA also refer to any successor sections.



“ERISA Affiliate” means any Person, trade or business that, together with the
Borrower, is or was treated as a single employer under Section 414 of the Code or Section 4001 of
ERISA.



“ERISA Plan” means any Plan that is not a Multiemployer Plan.



“Ethanol Agreement” means that certain Ethanol Marketing Contract dated as of December
29, 2006, between the Ethanol Marketer and the Borrower.



“Ethanol Market Consultant” means Muse, Stancil & Co., or any replacement ethanol
market consultant appointed by the Administrative Agent.



“Ethanol Marketer” means Eco-Energy, Inc., or any replacement ethanol marketer
approved by the Administrative Agent.



“Ethanol Market Guarantor” means FCStone, or any replacement guarantor approved by the
Administrative Agent with respect to the Ethanol Agreement.



“Ethanol Marketing Contract Guaranty” means that certain Ethanol Marketing Contract
Guaranty dated as of December 29, 2006 by the Ethanol Market Guarantor in favor of the Borrower.



“Eurodollar Loan” means any Loan bearing interest at a rate determined by reference to
the Eurodollar Rate and the provisions of Article II (Commitments and Funding) and
Article III (Repayments, Prepayments, Interest and Fees).



“Eurodollar Office” means, relative to any Lender, the office of such Lender
designated as such on Schedule 2.01 or designated in the Lender Assignment Agreement
pursuant to which such Lender became a Lender hereunder or such other office of a Lender as
designated from time to time by notice from such Lender to the Borrower and the Administrative
Agent pursuant to Section 4.04 (Obligation to Mitigate) that shall be making or maintaining
Eurodollar Loans of such Lender hereunder.


 


18









 





“Eurodollar Rate” means, for any Interest Period with respect to any Eurodollar Loan,
an interest rate per annum equal to the rate per annum obtained by dividing (x) LIBOR for such
Interest Period and such Eurodollar Loan, by (y) a percentage equal to (i) 100% minus (ii) the
Eurodollar Reserve Percentage for such Interest Period.



“Eurodollar Reserve Percentage” means, for any day during any Interest Period, the
reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such
day, whether or not applicable to any Lender, under regulations issued from time to time by the
F.R.S. Board for determining the maximum reserve requirement (including any emergency, supplemental
or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to
as “Eurocurrency Liabilities”). The Eurodollar Rate for each outstanding Eurodollar Loan shall be
adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.



“Event of Abandonment” means any of the following shall have occurred: (i) the
abandonment by the Borrower of the development, construction, operation or maintenance of the
Project for a period of more than sixty (60) consecutive days (other than as a result of force
majeure, an Event of Taking or a Casualty Event), (ii) the suspension of all or substantially all
of the Borrower’s activities with respect to the Project, other than as the result of a force
majeure, Event of Taking or Casualty Event, for a period of more than sixty (60) consecutive days,
or (iii) any written acknowledgement by the Borrower of a final decision to take any of the
foregoing actions.



“Event of Default” means any one of the events specified in Section 8.01 (Events
of Default).



“Event of Taking” means any taking, exercise of rights of eminent domain, public
improvement, inverse condemnation, condemnation or similar action of or proceeding by any
Governmental Authority relating to any material part of the Project with, any Equity Interests of
the Borrower, or any other assets thereof.



“Event of Total Loss” means the occurrence of a Casualty Event affecting all or
substantially all of the Project or the assets of the Borrower.



“Excess Facilities Charge Agreement” means that certain Excess Facilities Charge
Agreement, dated April 27, 2007, between the Electric Service Provider and the Borrower.


 


19









 





“Excluded Taxes” means, with respect to any Agent or any Lender or any other recipient
of any payment to be made by or on account of any Obligation of the
Borrower hereunder, (a) income or franchise Taxes imposed on (or measured by) such Agent’s,
Lender’s or other recipient’s net income by the United States, or by the jurisdiction under the
laws of which such recipient is organized or in which its principal office is located or, in the
case of any Lender, in which its applicable office is located, or (b) any branch profits Tax
imposed by the United States, or any similar Tax imposed by any other jurisdiction described in
clause (a) above or (c) any United States withholding Tax to the extent that it is imposed on
amounts payable to such Agent or such Lender at the time such Agent or such Lender becomes a party
to this Agreement or to the extent it is imposed on amounts payable to such Agent or such Lender
due to a merger, reorganization or acquisition of such Agent or such Lender.



“Existing Plant Debt” means all outstanding payment obligations of the Borrower
pursuant to (a) the Loan Agreement, dated as of October 1, 2006, between First United Ethanol, LLC
and Mitchell County Development Authority as issuer of the Variable Rate Demand Solid Waste
Disposal Revenue Bonds (First United Ethanol, LLC Project), Series 2006, (b) the Loan Agreement,
dated as of October 1, 2006, between First United Ethanol, LLC and Mitchell County Development
Authority as issuer of the Variable Rate Demand Taxable Economic Development Revenue Bonds (First
United Ethanol, LLC Project), Series 2006, (c) the Reimbursement Agreement, dated as of November
30, 2006, between First United Ethanol, LLC and Southwest Georgia Farm Credit, ACA and (d) the
Credit Facility Agreement, dated as of November 30, 2006, between First United Ethanol, LLC and
Southwest Georgia Farm Credit, ACA.



“Extraordinary Proceeds Account” has the meaning provided in Section 3.01(a)(x) of the
Accounts Agreement.



“F.R.S. Board” means the Board of Governors of the Federal Reserve System or any
successor thereto.



“Federal Funds Effective Rate” means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System arranged by federal
funds brokers on such day, as published on the next succeeding Business Day by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day that is a Business Day, the
average of the quotations for such day for such transactions received by the Administrative Agent
from three federal funds brokers of recognized standing selected by the Administrative Agent.



“Fee Letters” means (i) that certain Fee Letter among the Administrative Agent, the
Collateral Agent and the Borrower, (ii) the Accounts Bank Fee Letter, and (iii) that certain Fee
Letter between the Lead Arranger and the Borrower, each dated as of the
date hereof and setting forth certain fees that will, from time to time, become due and
payable with respect to the Loans and to the Agents.


 


20









 





“Fees” means, collectively, each of the fees payable by the Borrower for the account
of any Lender or Agent pursuant to Section 3.13 (Fees).




“Final Completion” has the meaning provided in the Design-Build Agreement.



“Final Completion Certificate” means (a) a certificate of the Independent Engineer, in
substantially the form of Exhibit Q-1, or (b) a certificate of the Borrower, in
substantially the form of Exhibit Q-2, in each case confirming that Final Completion has
occurred.



“Final Completion Date” means the date on which the Project has achieved Final
Completion, as certified by the Borrower and the Independent Engineer.



“Final Maturity Date” means, with respect to the Term Loans, the earlier to occur of
(a) the date that occurs six (6) years after the Conversion Date and (b) the date that occurs eight
(8) years after the Closing Date.



“Financial Model” means the projections of revenue and expenses and cash flows with
respect to the Borrower and the Project for the year ended December 31, 2007 through the year
ended December 31, 2023, attached hereto as Exhibit K, as the same may be updated by the
Borrower with the prior written approval of the Administrative Agent.



“Financial Officer” means, with respect to any Person, the controller, treasurer or
chief financial officer of such Person.



“Financing Documents” means:



(i) this Agreement;



(ii) the Accounts Agreement;



(iii) the Intercreditor Agreement;



(iv) the Notes;



(v) the Security Documents;



(vi) the Interest Rate Protection Agreements;


 


21









 





(vii) the Fee Letters;



(viii) the other financing and security agreements, documents and instruments delivered in
connection with this Agreement; and



(ix) each other document designated as a Financing Document by the Borrower and the
Administrative Agent.



“Fiscal Quarter” means any quarter of a Fiscal Year.



“Fiscal Year” means any period of twelve (12) consecutive calendar months ending on
September 30.



“Funding” means the incurrence of each Construction Loan, Term Loan or Working Capital
Loan made by the Lenders on a single date.



“Funding Date” means, with respect to each Funding, the date on which funds are
disbursed by the Administrative Agent, on behalf of the relevant Lenders, to the Borrower in
accordance with Section 2.05 (Funding of Loans).



“Funding Notice” means (i) in the case of a request for a Funding of Construction
Loans, a Construction Loan Funding Notice, (ii) in the case of a request for a Funding of Term
Loans, the Conversion Date Funding Notice, and (iii) in the case of a request for Funding of
Working Capital Loans, a Working Capital Loan Funding Notice.



“GAAP” means generally accepted accounting principles in effect from time to time in
the United States, applied on a consistent basis.



“Gas Facilities Agreement” means that certain Natural Gas Facilities Agreement dated
as of January 23, 2007 between the Gas Supplier and the Borrower.



“Gas Supplier” means the City of Camilla.



“Gas Supply Agreement” means that certain Natural Gas Supply and Capacity Agreement
dated as of January 23, 2007 between the Gas Supplier and the Borrower.



“Governmental Approval” means any authorization, consent, approval, agreement,
license, lease, ruling, permit, certification, exemption, filing for registration by or with any
Governmental Authority.



“Governmental Authority” means any nation, state, sovereign, or government, any
federal, regional, state, local or political subdivision and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or pertaining to
government.


 


22









 





“Grain Brokerage Agreement” means that certain Grain Brokerage Agreement dated as of
November 3, 2006, between the Grain Broker and the Borrower.



“Grain Broker” means Palmetto Grain Brokerage, LLC.



“Granting Lender” has the meaning provided in Section 10.03(h) (Assignments).



“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of
such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other
obligation payable or performable by another Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation, (ii) to purchase or lease property, securities or services for the purpose of
assuring the obligee in respect of such Indebtedness or other obligation of the payment or
performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in
respect of such Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any
assets of such Person securing any Indebtedness or other obligation of any other Person, whether or
not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such Lien).



“Historical Debt Service Coverage Ratio” or “HDSCR” means, as of any Quarterly
Payment Date, for the four (4) Fiscal Quarters immediately preceding (and not including the
then-current Fiscal Quarter) such Quarterly Payment Date (or, if less than four (4) Fiscal Quarters
have elapsed since the Conversion Date, for such number of full Fiscal Quarters that has elapsed
since the Conversion Date), the ratio of (i) Cash Flow Available for Debt Service during such
period to (ii) Debt Service during such period.



“Indebtedness” means, as to any Person at a particular time, without duplication, all
of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:


 


23









 





(a) all obligations of such Person for or in respect of moneys borrowed or raised, whether or
not for cash by whatever means (including acceptances, deposits, discounting, letters of credit,
factoring, and any other form of financing which is recognized in accordance with GAAP in such
Person’s financial statements as being in the nature of a borrowing or is treated as “off-balance
sheet” financing);



(b) all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or
other similar instruments;



(c) all obligations of such Person for the deferred purchase price of property or services;



(d) all obligations of such Person under conditional sale or other title retention agreements
relating to property or assets acquired by such Person (even though the rights and remedies of the
seller or lender under such agreement in the event of default are limited to repossession or sale
of such property or are otherwise limited in recourse);



(e) the maximum amount of all direct or contingent obligations of such Person arising under
letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety
bonds and similar instruments;



(f) all Capitalized Lease Liabilities;



(g) net obligations of such Person under any Swap Contract;



(h) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any
payment in respect of any Equity Interests in such Person or any other Person or any warrants,
rights or options to acquire such Equity Interests, valued, in the case of redeemable preferred
interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and
unpaid dividends; and



(i) all Guarantees of such Person in respect of any of the foregoing.



For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any
partnership or joint venture (other than a joint venture that is itself a corporation or limited
liability company) in which such Person is a general partner or a joint venturer, unless such
Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under
any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such
date.



“Indemnified Taxes” means Taxes other than Excluded Taxes.


 


24









 





“Indemnitee” has the meaning provided in Section 10.08 (Indemnification by the
Borrower).



“Independent Engineer” means Harris Group, or any replacement independent engineer
appointed by the Administrative Agent and, so long as no Default or Event of Default has occurred
and is continuing, reasonably acceptable to Borrower (which acceptance shall not be unreasonably
withheld or delayed).



“Independent Engineer’s Certificate” means a certificate of the Independent Engineer
in substantially the form of Exhibit J.



“Independent Member” means a Person, who is not at the time of initial appointment as
the Independent Member or at any time while serving as the Independent Member and has not been at
any time during the five (5) years preceding such initial appointment:



(i) a direct or indirect owner of any Equity Interest in, member (with the exception of
serving as the Independent Member), officer, employee, partner, director, manager or contractor,
bankruptcy trustee, attorney or counsel of any member of the Borrower or any Affiliate thereof;



(ii) a creditor, customer, supplier, or other person who derives any of its purchases or
revenues from its activities with the Borrower, any member of the Borrower, or any member of any
Affiliate of any of them (with the exception of its activity of serving as the Independent Member);



(iii) a Person controlling or under common control with the Borrower, any member of the
Borrower, any member of any Affiliate of any of them or any Person excluded from serving as
Independent Member under clause (i) or (ii) of this definition;



(iv) a member of the immediate family by blood or marriage of any Person excluded from being
an Independent Member under clause (i) or (ii) of this definition; or



(v) a Person who received, or a member or employee of a firm or business that received, fees
or other income from the Borrower or any Affiliate thereof in the aggregate in excess of five
percent (5%) of the gross income, for any applicable year, of such Person (with the exception of
fees received for its activity of serving as the Independent Member).



“Information” has the meaning provided in Section 10.18 (Treatment of Certain
Information; Confidentiality).


 


25









 





“Informational Report” means an “Informational Report” as defined in the Design-Build
Agreement.



“Initial Quarterly Payment Date” means the first Quarterly Payment Date that is not
less than forty-five (45) days following the Conversion Date.



“Insolvency or Liquidation Proceeding” has the meaning provided in the Intercreditor
Agreement.



“Insurance and Condemnation Proceeds Account” has the meaning provided in
Section 3.01(a)(ix) of the Accounts Agreement.



“Insurance Consultant” means Moore-McNeil, LLC, or any replacement insurance
consultant appointed by the Administrative Agent.



“Insurance Proceeds” means all proceeds of any insurance policies required pursuant to
this Agreement or otherwise obtained with respect to the Borrower or the Project that are paid or
payable to or for the account of the Borrower, or the Collateral Agent as loss payee, or additional
insured (other than Business Interruption Insurance Proceeds and proceeds of insurance policies
relating to third party liability).



“Intercreditor Agreement” means that certain Amended and Restated Subordination
Agreement to be executed by and among the Borrower, the Collateral Agent as senior collateral
agent, Southwest Georgia Farm Credit, ACA as existing senior lender, the Issuer, the Bond Trustee
as subordinate bond trustee, and Wachovia Bank, National Association as subordinate bondholder.



“Interest Payment Date” means (i) with respect to Eurodollar Loans, the last day of
each applicable Interest Period (and, if such Interest Period exceeds three months, on the day
three months after such Eurodollar Loan is made or continued) or, if applicable, any date on which
such Eurodollar Loan is converted to a Base Rate Loan and (ii) with respect to Base Rate Loans, on
each Quarterly Payment Date or, if applicable, any date on which such Base Rate Loan is converted
to a Eurodollar Loan.



“Interest Period” means, with respect to any Eurodollar Loan, the period beginning on
(and including) the date on which such Eurodollar Loan is made pursuant to Section 2.05
(Funding of Loans) or the date on which each successive interest period for each such
Eurodollar Loan is determined pursuant to Section 3.05 (Interest Rates) and ending on (and
including) the day that numerically corresponds to such date one (1), two (2), three (3) or six
(6) months thereafter, in either case as the Borrower may select in the relevant Funding Notice or
Interest Period Notice; provided, however, that (i) if such Interest Period would
otherwise end on a day that is not a Business Day, such Interest



 


26









 






Period shall end on the next following Business Day (unless such next following Business Day
is in a different calendar month, in which case such Interest Period shall end on the next
preceding Business Day), (ii) any Interest Period that begins on the last Business Day of a month
(or on a day for which there is no numerically corresponding day in the month at the end of such
Interest Period) shall end on the last Business Day of the month at the end of such Interest
Period, (iii) the Borrower may not select any Interest Period that ends after any Quarterly Payment
Date unless, after giving effect to such selection, the aggregate outstanding principal amount of
Eurodollar Loans having Interest Periods which end on or prior to such Quarterly Payment Date shall
be at least equal to the aggregate principal amount of Eurodollar Loans due and payable on or prior
to such Quarterly Payment Date, and (iv) no Interest Period may end later than the Maturity Date
for the relevant type of Loan.



“Interest Period Notice” means a notice in substantially the form attached hereto as
Exhibit O, executed by an Authorized Officer of the Borrower.



“Interest Rate Protection Agreement” means each interest rate swap, collar, put, or
cap, or other interest rate protection arrangement, with a Qualified Counterparty, in each such
case that is reasonably satisfactory to the Administrative Agent and is entered into in accordance
with Section 7.01(u) (Affirmative Covenants — Interest Rate Protection Agreement).



“Interest Rate Protection Provider” means a Qualified Counterparty that is party to an
Interest Rate Protection Agreement.



“Inventory” means inventory, as that term is defined in the UCC, now or hereafter
owned by the Borrower, including all products, goods, materials and supplies produced, purchased or
acquired by the Borrower for the purpose of sale or use in the Borrower’s operations in the
ordinary course of business.



“Issuer” means the Mitchell County Development Authority, a public body corporate and
politic created and existing under the laws of the State of Georgia.



“Law” means, with respect to any Governmental Authority, any constitutional provision,
law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, common law,
holding, injunction, Governmental Approval or requirement of such Governmental Authority. Unless
the context clearly requires otherwise, the term “Law” shall include each of the foregoing
(and each provision thereof) as in effect at the time in question, including any amendments,
supplements, replacements, or other modifications thereto or thereof, and whether or not in effect
as of the date of this Agreement.


 


27









 





“Lead Arranger” means WestLB in its capacity as sole lead arranger, bookrunner and
syndication agent hereunder.



“Lender Assignment Agreement” means a Lender Assignment Agreement, substantially in
the form of Exhibit R.



“Lenders” means the persons identified as “Lenders” and listed on the signature pages
of this Agreement and each other Person that acquires the rights and obligations of a Lender
hereunder pursuant to Section 10.03 (Assignments).



“Letter Agreement” means that certain Letter Agreement for Design and Construction of
Water Pre-Treatment System and Fire Protection System dated as of January 13, 2007 between the
Design-Build Contractor and the Borrower.



“LIBOR” means, for any Interest Period for any Eurodollar Loan:



(a) the rate per annum equal to the rate determined by the Administrative Agent to be the
offered rate that appears on the page of the Telerate screen (or any successor thereto) that
displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars
(for delivery on the first day of such Interest Period) with a term equivalent to such Interest
Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the
first day of such Interest Period; or



(b) if the rate referenced in the preceding clause (a) does not appear on such page or service
or such page or service is not available, the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate on such other page or other service that displays an
average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery
on the first day of such Interest Period) with a term equivalent to such Interest Period,
determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first
day of such Interest Period; or



(c) if the rates referenced in the preceding clauses (a) and (b) are not available, the rate
per annum determined by the Administrative Agent as the rate of interest at which deposits in
Dollars for delivery on the first day of such Interest Period in same day funds in the approximate
amount of the Eurodollar Loan being made, continued or converted and with a term equivalent to such
Interest Period would be offered by WestLB to major banks in the London interbank eurodollar market
at their request at approximately 4:00 p.m. (London time) two (2) Business Days prior to the first
day of such Interest Period.


 


28









 





“License Agreement” means that certain ICM License Agreement dated as of November 16,
2006 between the Technology License Provider and the Borrower.



“Lien” means any security interest, mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, bailment, conditional sales or title retention agreement, lien
(statutory or otherwise), charge against or interest in property, in each case of any kind, to
secure payment of a debt or performance of an obligation.



“Line Item” means a line item of cost or expense set forth in the Construction Budget.



“Liquidated Damages Account” has the meaning set forth in Section 3.01(a)(ii) of the
Accounts Agreement.



“Loan Parties” means, collectively, the Borrower and the Pledgor.



“Loans” means, collectively, the Construction Loans, the Term Loans and the Working
Capital Loans.



“Local Account” means any local bank account (other than the Project Accounts and the
Bond Funds) in the name of the Borrower.



“Maintenance Capital Expense Account” has the meaning set forth in Section 3.01(a)(v)
of the Accounts Agreement.



“Maintenance Capital Expenses” means all expenditures by the Borrower for regularly
scheduled (or reasonably anticipated) major maintenance of the Project, Prudent Ethanol Operating
Practice and vendor and supplier requirements constituting major maintenance (including teardowns,
overhauls, capital improvements, replacements and/or refurbishments of major components of the
Project).



“Major Project Documents” means:




	 	(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” means each Person (other than the Borrower) who is a party to a
Major Project Document.



“Mandatory Prepayment” means a prepayment in accordance with Section 3.10
(Mandatory Prepayment).



“Master Transportation Contract” means that certain Master Transportation Contract
REG-NS-C-19452 effective as of November 15, 2006 between Norfolk Southern Railway Company and the
Borrower.



“Material Adverse Effect” means any event, development or circumstance that has had or
could reasonably be expected to have a material adverse effect on (i) the business, assets,
property, condition (financial or otherwise), prospects, or operations of the Borrower or the
Project, taken as a whole, (ii) the ability of the Borrower, the Pledgor, any Project Party or any
party (other than a Senior Secured Party) to the Intercreditor Agreement or Accounts Agreement to
perform its material obligations under any Transaction Document to which it is a party,
(iii) creation, perfection or priority of the Liens granted, or purported to be granted, in favor,
or for the benefit, of the Collateral Agent pursuant to the Security Documents or (iv) the rights
or remedies of any Senior Secured Party under any Financing Document.



“Materials of Environmental Concern” means chemicals, pollutants, contaminants,
wastes, toxic substances and hazardous substances, any toxic mold, radon gas or other naturally
occurring toxic or hazardous substance or organism and any material that is regulated in any way,
or for which liability is imposed, pursuant to an Environmental Law.



“Maturity Date” means, as the context may require, (a) with respect to the
Construction Loans, the Construction Loan Maturity Date (b) with respect to the Term Loans, the
Final Maturity Date and (c) with respect to the Working Capital Loans, the Working Capital Loan
Maturity Date.



“Maximum Rate” has the meaning provided in Section 10.09 (Interest Rate
Limitation).



“Moody’s” means Moody’s Investors Service Inc., and any successor thereto that is a
nationally recognized rating agency.



“Mortgage” means the Deed to Secure Debt, Security Agreement and Assignment of Leases,
Rents and Security Deposits, in form and substance reasonably satisfactory to the Lenders, to be
made by the Borrower to the Collateral Agent for the benefit of the Senior Secured Parties.


 


30









 





“Mortgaged Property” means all real property right, title and interest of the Borrower
that is subject to the Mortgage in favor of the Collateral Agent.



“Multiemployer Plan” means a Plan that is a “multiemployer plan” as defined in
Section 4001(a)(3) of ERISA.



“Necessary Project Approvals” has the meaning set forth in Section 5.03(a)(i)
(Representations and Warranties — Governmental Approvals).



“Necessary Project Contracts” has the meaning set forth in Section 5.11(a)(ii)
(Representations and Warranties — Contracts).



“Net Swap Payment” means, with respect to any Interest Rate Protection Agreement and
for any period, all scheduled Obligations due and payable by the Borrower under such Interest Rate
Protection Agreement during such period, after giving effect to any netting applicable thereto.



“Non-Appealable” means, with respect to any specified time period allowing an appeal
of any ruling under any constitutional provision, Law, statute, rule, regulation, ordinance,
treaty, order, decree, judgment, decision, certificate, holding or injunction that such specified
time period has elapsed without an appeal having been brought.



“Non-U.S. Lender” has the meaning set forth in Section 4.07(e) (Taxes — Foreign
Lenders).



“Non-Voting Lender” means any Lender who (a) is also a Loan Party, a Project Party, a
party (other than a Senior Secured Party or Southwest Georgia Farm Credit, ACA) to the
Intercreditor Agreement or Accounts Agreement, or any Affiliate or Subsidiary thereof, or (b) has
sold a participation in the Loan held by it to any such Person.



“Notes” means the Construction Notes, the Term Notes and the Working Capital Notes,
including any promissory notes issued by the Borrower in connection with assignments of any Loan of
a Lender, in each case substantially in the form of Exhibit B, Exhibit C or
Exhibit D as they may be amended, restated, supplemented or otherwise modified from time to
time.



“Notice to Proceed” means the “Notice to Proceed” as defined in, and issued in
accordance with the terms of, the Design-Build Agreement.


 


31









 





“Obligations” means and includes all loans, advances, debts, liabilities, Indebtedness
and obligations, howsoever arising, owed to the Agents, the Lenders or any other Senior Secured
Party of every kind and description (whether or not evidenced by
any note or instrument and whether or not for the payment of money), direct or indirect
(including those acquired by assumption), absolute or contingent, due or to become due, now
existing or hereafter arising and including interest and fees that accrue after the commencement by
or against the Borrower of any Insolvency or Liquidation Proceeding naming the Borrower as the
debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such
proceeding, pursuant to the terms of this Agreement or any of the other Financing Documents
(including the Interest Rate Protection Agreements), including all principal, interest, fees,
charges, expenses, attorneys’ fees, costs and expenses, accountants’ fees and Consultants’ fees
payable by the Borrower hereunder or thereunder.



“Omnibus Assignment and Amendment Agreement” means that certain Omnibus Assignment and
Amendment Agreement to be executed among the Pledgor, the Borrower, the Issuer, the Bond Trustee,
Southwest Georgia Farm Credit, ACA and Wachovia Bank, National Association.



“Operating Account” has the meaning provided in Section 3.01(a)(iv) of the Accounts
Agreement.



“Operating Budget” has the meaning set forth in Section 7.01(j) (Affirmative
Covenants — Operating Budgets).



“Operating Budget Category” means, at any time with respect to each Operating Budget,
each line item set forth in such Operating Budget in effect at such time.



“Operating Statement” means an operating statement with respect to the Project, in
substantially the form of Exhibit L.



“Operation and Maintenance Agreement” means that certain Operation and Maintenance
Agreement to be executed between the Borrower and the Pledgor.



“Operation and Maintenance Expenses” means, for any period, the sum without
duplication of all (i) reasonable and necessary expenses of administering, managing and operating,
and generating Products for sale from, the Project and maintaining it in good repair and operating
condition, (ii)  costs associated with the supply and transportation of all feedstock, natural gas,
electricity and other supplies and raw materials to the Project and distribution and sale of
Products from the Project that the Borrower is obligated to pay, (iii) all reasonable and necessary
insurance costs (other than insurance premiums that are paid as Project Costs), (iv) property,
sales and franchise taxes to the extent that the Borrower is liable to pay such taxes to the taxing
authority (other than taxes imposed on or measured by income or
receipts) to which the Project, may be subject (or payment in lieu of such taxes to which the Project may be subject),
(v) reasonable and necessary costs and fees incurred in connection with obtaining and maintaining
in effect Necessary Project Approvals, on or after the Final Completion Date for the Project,
(vi) reasonable and arm’s-length legal, accounting and other professional fees attendant to any of
the foregoing items during such period, (vii) the reasonable costs of administration and
enforcement of the Transaction Documents, (viii) costs incurred pursuant to the Permitted Commodity
Hedging Arrangements, and (ix) all other costs and expenses included in the then-current Operating
Budget. In no event shall Project Costs or Maintenance Capital Expenses be considered Operation
and Maintenance Expenses.



 


32









 






“Organic Documents” means, with respect to any Person that is a corporation, its
certificate of incorporation, its by-laws and all shareholder agreements, voting trusts and similar
arrangements applicable to any of its authorized shares of capital stock and, with respect to any
Person that is a limited liability company, its certificate of formation or articles of
organization and its limited liability agreement.



“Owner” means “Owner” as defined in the Design-Build Agreement.



“Owners Scope” means, with respect to the Project, all work relating to the
construction of the Project that is the responsibility of “Owner” (as defined in the Design-Build
Agreement) or any of Owner’s contractors (other than Design-Build Contractor), including work set
forth in Article IV of the Design-Build Agreement.



“Participant” has the meaning provided in Section 10.03(d) (Assignments).



“Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT)
of 2001, and the rules and regulations promulgated thereunder from time to time in effect.



“Payment Bond” means a “Payment Bond” as defined in the Design-Build Agreement.



“PBGC” means the Pension Benefit Guaranty Corporation and any entity succeeding to any
or all of its functions under ERISA.



“Performance Bond” means any performance bond provided for the benefit of the Borrower
under the Design-Build Agreement.



“Performance Test” has the meaning provided in the Design-Build Agreement.


 


33









 





“Performance Test Report” has the meaning provided in Section 7.01(k) (Affirmative
Covenants — Performance Tests).



“Permitted Commodity Hedging Arrangements” means those Commodity Hedging Arrangements
entered into by the Borrower in accordance with Section 7.02(u) (Negative Covenants — Commodity
Hedging Arrangements).



“Permitted Indebtedness” means Indebtedness identified in Section 7.02(a)
(Negative Covenants — Restrictions on Indebtedness of the Borrower).



“Permitted Liens” means Liens identified in Section 7.02(b) (Negative Covenants -
Liens).



“Permitted Tax Distribution” means, with respect to any distributee that is required
to pay tax as a result of its direct or indirect ownership of the Borrower, an amount equal to
(a) the Effective Tax Rate at such time multiplied by (b) such distributee’s estimated share of the
taxable income of the Borrower (after netting or otherwise taking account of a distributee’s shares
of the income, loss, deduction and credit associated with the distributee’s interest in the
Borrower) that the distributee is reasonably expected to have to report for income tax purposes for
the Fiscal Quarter distributed to the extent necessary to fund a distributee’s timely payment to a
Governmental Authority of tax liability (including estimated payments thereof) and subject to
correction as described below. “Effective Tax Rate” means, as of any date of calculation,
a percentage equal to the sum of (x) the maximum then-current federal marginal income tax rate plus
(y) six percent (6%). Permitted Tax Distributions as estimated for purposes of a Quarterly Payment
Date shall be subject to later correction to reflect amounts as actually reported on an income tax
return by a distributee for federal and state income tax purposes. Thus, on any Quarterly Payment
Date, the Permitted Tax Distribution means the amount calculated as the product of (a) and (b),
above, adjusted by the difference, if any, between the Permitted Tax Distribution for the preceding
Quarterly Payment Date as estimated for such date and the Permitted Tax Distribution for that
preceding Quarterly Payment Date as finally determined.



“Person” means any natural person, corporation, partnership, limited liability
company, firm, association, trust, government, governmental agency or any other entity, whether
acting in an individual, fiduciary or other capacity.



“Plan” means an employee pension benefit plan (as defined in Section 3(2) of ERISA)
subject to Title IV of ERISA that is sponsored or maintained by the Borrower or any ERISA
Affiliate, or in respect of which the Borrower or any ERISA Affiliate has any obligation to
contribute or liability.


 


34









 





“Pledge Agreement” means the Pledge and Security Agreement, dated as of the date
hereof, among the Borrower, the Pledgor and the Collateral Agent, pursuant to which the Pledgor
pledges one hundred percent (100%) of its Equity Interests in the Borrower to the Collateral Agent.



“Pledgor” means First United Ethanol, LLC, a Georgia limited liability company.



“Prepayment Holding Account” has the meaning set forth in Section 3.01(a)(viii) of the
Accounts Agreement.



“Primary Swap Obligations” means, with respect to any Interest Rate Protection
Agreement, all scheduled obligations due and payable by any Person party to such Interest Rate
Protection Agreement (after giving effect to any netting applicable thereto) and all payments of
Swap Termination Value due and payable by any Person party to such Interest Rate Protection
Agreement, but excluding any amounts owed in respect of Taxes, expenses and indemnification
obligation which do not constitute payments of Swap Termination Value.



“Process Agent” means any Person appointed as agent by the Borrower, the Pledgor or
any party to the Intercreditor Agreement or Accounts Agreement, to the extent required under the
Financing Documents, to receive on behalf of itself and its property services of copies of summons
and complaint or any other process which may be served in connection with any action or proceeding
before any court arising out of or relating to this Agreement or any other Financing Document to
which it is a party, including C T Corporation System.



“Products” means ethanol, Distillers Grains, and any other co-product or by-product
produced in connection with the production of ethanol at the Project.



“Project” means, the ethanol production facility to be constructed and owned by the
Borrower and located in Camilla, Georgia, with a nameplate capacity of approximately 100 million
gallons-per-year of denatured ethanol, including the Site and all buildings, structures,
improvements, easements and other property related thereto.




“Project Accounts” has the meaning provided in Section 1.01 of the Accounts Agreement.


 


35









 









“Project Costs” means, the following costs and expenses incurred by the Borrower in
connection with the Project prior to the Final Completion Date and set forth in the Construction
Budget or otherwise approved in writing by the Required Lenders (in consultation with the
Independent Engineer):



(i) costs incurred by the Borrower under the Design-Build Agreement, and other costs related
to the acquisition, site preparation, design, engineering, construction, installation, start-up,
and testing of the Project;



(ii) through the Conversion Date, fees and expenses incurred by or on behalf of the Borrower
in connection with the development of the Project and the consummation of the transactions
contemplated by this Agreement, including financial, accounting, legal, surveying and consulting
fees, and the costs of preliminary engineering;



(iii) until the Final Completion Date, interest on the Subordinated Debt and interest and Fees
on the Construction Loans;



(iv) financing fees and expenses in connection with the Loans and the fees, costs and expenses
of the Agents’ counsel, any Interest Rate Protection Provider’s counsel and the Consultants;



(v) insurance premiums with respect to the Title Insurance Policy and the insurance required
pursuant to Section 7.01(h) (Affirmative Covenants — Insurance);



(vi) costs of corn and natural gas utilized for commissioning, Performance Tests for, and
operation of, the Project prior to the Final Completion Date;



(vii) amounts required to fund the Debt Service Reserve Account to fifty percent (50%) of the
Debt Service Reserve Required Amount; and



(viii) all other costs and expenses included in the Construction Budget for the Project.



“Project Document Termination Payments” means all payments that are required to be
paid to or for the account of the Borrower as a result of the termination of any Project Document.



“Project Documents” means:




	 	(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” means each Person (other than the Borrower) who is a party to a
Project Document.


 


37









 





“Prospective Debt Service Coverage Ratio” or “PDSCR” means, for any Quarterly
Payment Date, for the Fiscal Quarter including such Quarterly Payment Date and the three (3) Fiscal
Quarters immediately following such Quarterly Payment Date, the ratio of (i) Cash Flow Available
for Debt Service projected for such period to
(ii) Debt Service projected for such period, in each case based on the then-current Operating
Budget approved in accordance with Section 7.01(j) (Affirmative Covenants — Operating
Budgets), as the same has been updated (if necessary) to reflect the then-current projections
for commodity prices, and approved by the Administrative Agent, which approval shall not be
unreasonably withheld or delayed.



“Prudent Ethanol Operating Practice” means those reasonable practices, methods and
acts that (i) are commonly used to manage, operate and maintain ethanol production, distribution,
equipment and associated facilities of the size and type that comprise the Project safely,
reliably, and efficiently and in compliance with applicable Laws, manufacturers’ warranties and
manufacturers’ and licensor’s recommendations and guidelines, and (ii) in the exercise of
reasonable judgment, skill, diligence, foresight and care are expected of an ethanol plant
operator, in order to efficiently accomplish the desired result consistent with safety standards,
applicable Laws, manufacturers’ warranties, manufacturers’ recommendations and, in the case of the
Project, the Project Documents. Prudent Ethanol Operating Practice does not necessarily mean one
particular practice, method, equipment specifications or standard in all cases, but is instead
intended to encompass a broad range of acceptable practices, methods, equipment specifications and
standards.



“Qualified Counterparty” means any of the following: (i) any Person who is a Lender,
the Administrative Agent, or the Collateral Agent on the date the relevant Interest Rate Protection
Agreement is entered into or (ii) any Affiliate of any Person listed in clause (i).



“Quarterly Payment Date” means each of March 31, June 30, September 30 and
December 31.



“Quarterly Period” means each three (3) month period beginning on (and including) the
day immediately following a Quarterly Payment Date and ending on (and including) the next Quarterly
Payment Date.



“Rail Car Lease” means, collectively, that certain Trinity Industries Leasing Company
Railroad Car Lease Agreement, dated November 5, 2007, between Trinity Industries Leasing Company
and the Borrower, and all other agreements between the Borrower and a lessor for the lease of rail
cars.



“RCRA” means the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), as
amended, and all rules, regulations, standards, guidelines, and publications issued thereunder.



“Register” has the meaning set forth in Section 10.03(c) (Assignments).


 


38









 





“Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents and advisors of such Person and of such Person’s
Affiliates.



“Reorganization” means the transfer and assignment by the Pledgor to the Borrower, and
the assumption by the Borrower, of all of the Pledgor’s right, title and interest in the Project,
including without limitation all of Pledgor’s Project-related assets, contractual rights and
obligations and Governmental Approvals (except for Governmental Approvals with respect to which the
Loan Parties have taken all actions necessary for the transfer or reissuance thereof to the
Borrower as set forth in Part A of Schedule 5.03).



“Removal,” “Remedial” and “Response” actions shall include the types
of activities covered by CERCLA, RCRA, and other comparable Environmental Laws, and whether the
activities are those which might be taken by a Governmental Authority or those which a Governmental
Authority or any other Person might seek to require of potentially responsible parties, liable
parties, waste generators, handlers, distributors, processors, users, disposers, storers, treaters,
owners, operators, transporters, recyclers, reusers, disposers, or other Persons under “removal,”
“remedial,” or other “response” actions.



“Reportable Event” means a “reportable event” within the meaning of Section 4043(c) of
ERISA.



“Required Cash Sweep” means each mandatory prepayment of the Loans made pursuant to
Section 3.10 (Mandatory Prepayment).



“Required Equity Contribution” means the equity contributions to be made to the
Borrower on the Closing Date for Project Costs in the aggregate total amount of seventy-five
million Dollars ($75,000,000).



“Required Lenders” means (a) at any time prior to the Conversion Date, Lenders
(excluding all Non-Voting Lenders) holding Commitments in excess of fifty percent (50.00%) of the
Construction Loan Commitments and the Working Capital Loan Commitments (excluding the Construction
Loan Commitments and the Working Capital Loan Commitments of all Non-Voting Lenders) and (b) at any
time after the Conversion Date, Lenders (excluding all Non-Voting Lenders) holding Loans and
Commitments in excess of fifty percent (50.00%) of an amount equal to (x) the then aggregate
outstanding principal amount of the Loans plus (y) the undisbursed amount of the Aggregate Working
Capital Loan Commitment (excluding the principal amounts of any Loans made by, and any Working
Capital Loan Commitments of, any Non-Voting Lenders).


 


39









 





“Required LLC Provisions” has the meaning provided in Section 5.24
(Representations and Warranties — Required LLC Provisions).



“Required Working Capital Lenders” means Lenders (excluding all Non-Voting Lenders)
holding in excess of fifty percent (50.00%) of an amount equal to (x) the then aggregate
outstanding principal amount of the Working Capital Loans plus (y) the undisbursed amount of the
Aggregate Working Capital Loan Commitment (excluding the principal amounts of any Working Capital
Loans made by, and any Working Capital Loan Commitments of, any Non-Voting Lenders).



“Restricted Payment Certificate” has the meaning provided in the Accounts Agreement.



“Restricted Payments” means any (a) dividend or other distribution (whether in cash,
securities or other property), or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
defeasance, acquisition, cancellation or termination of any Equity Interests of the Borrower, or on
account of any return of capital to any holder of any such Equity Interest in, or any other
Affiliate of, the Borrower, or any option, warrant or other right to acquire any such dividend or
other distribution or payment, (b) any payment of fees for any management, consultancy or
administrative services (including any fees payable under the Operation and Maintenance Agreement
or the Services Agreement), or other similar payments, to any Person who owns, directly or
indirectly, any Equity Interest in the Borrower, or any Affiliate of any such Person, or (c) any
payment of indemnification obligations pursuant to Article 8 of the Borrower LLC Agreement or under
the Operation and Maintenance Agreement or the Services Agreement; provided that Permitted
Tax Distributions and Approved Management Fees shall not constitute Restricted Payments.



“Revenue Account” has the meaning set forth in Section 3.01(a)(iii) of the Accounts
Agreement.



“Risk Management Contract” means that certain Risk Management Contract dated as of
July 9, 2007 between the Ethanol Market Guarantor and the Borrower.



“S&P” means Standard & Poor’s Rating Services, a Division of the McGraw-Hill Companies
Inc.



“Securities Intermediary” means Amarillo National Bank, not in its individual
capacity, but solely as securities intermediary under the Accounts Agreement, and includes each
other Person that may, from time to time, be appointed as successor Securities Intermediary
pursuant to and in accordance with the Accounts Agreement.


 


40









 





“Security” means the security created in favor of the Collateral Agent pursuant to the
Security Documents.



“Security Agreement” means the Assignment and Security Agreement, dated as of the date
hereof, between the Borrower and the Collateral Agent.



“Security Discharge Date” means the date on which (i) all outstanding Commitments and
Interest Rate Protection Agreements have been terminated and (ii) all amounts payable in respect of
the Obligations have been irrevocably and indefeasibly paid in full in cash (other than obligations
under the Financing Documents that by their terms survive and with respect to which no claim has
been made by the Senior Secured Parties).



“Security Documents” means:



(i) the Mortgage;



(ii)
this Agreement (to the extent that it relates to the Project Accounts);



(iii) the Accounts Agreement;



(iv) the Consents;



(v) the Pledge Agreement;



(vi) the Security Agreement;



(vii)
the Blocked Account Agreements;



(viii)
any other document designated as a Security Document by the Borrower and the
Administrative Agent; and



(ix) any fixture filings, financing statements, notices, authorization letters, or other
certificates filed, recorded or delivered in connection with the foregoing.



“Senior Secured Parties” means the Lenders, the Agents, any Interest Rate Protection
Provider, and each of their respective successors, transferees and assigns.



“Services Agreement” means that certain Services Agreement to be executed between the
Borrower and the Pledgor.



“Site” means those certain parcels described on Schedule 5.13.


 


41









 





“Solvent” means, with respect to any Person, that as of the date of determination both
(i) (A) the then fair saleable value of the property of such Person is (y) greater than the total
amount of liabilities (including Contingent Liabilities but excluding amounts payable under
intercompany loans or promissory notes) of such Person and (z) not less than the amount that will
be required to pay the probable liabilities on such Person’s then existing debts as they become
absolute and matured considering all financing alternatives and potential asset sales reasonably
available to such Person; (B) such Person’s capital is not unreasonably small in relation to its
business or any contemplated or undertaken transaction; and (C) such Person does not intend to
incur, or reasonably believe that it will incur, debts beyond its ability to pay such debts as they
become due; and (ii) such Person is “solvent” within the meaning given that term and similar terms
under applicable Laws relating to fraudulent transfers and conveyances. For purposes of this
definition, the amount of any Contingent Liability at any time shall be computed as the amount
that, in light of all of the facts and circumstances existing at such time, represents the amount
that can reasonably be expected to become an actual or matured liability.



“Specified Period” has the meaning set forth in Section 7.01(t) (Affirmative
Covenants — Financial Model).



“SPV” has the meaning provided in Section 10.03(h) (Assignments).



“Stated Amount” has the meaning specified for such term in any Debt Service Reserve
Letter of Credit.



“Subordinated Debt” means the payment obligations of the Borrower pursuant to the
Subordinated Debt Documents.



“Subordinated Debt Documents” means (i) the Subordinated Loan Agreement, (ii) each of
the Bond Collateral Documents, (iii) the bond resolution adopted by the Issuer on October 6, 2006,
relating to the Bonds, (iv) the bond resolution adopted by the Issuer on October 19, 2007, relating
to the Bonds, (v) each of the Bonds, (vi) the “Bond Placement Agreement” (as defined in the Bond
Indenture) and (vi) each other document executed on or prior to the date hereof in connection with
the Bonds or the Subordinated Debt and (vii) each document executed after the date hereof in
connection with the Bonds or the Subordinated Debt in compliance with the Intercreditor Agreement.



“Subordinated Loan Agreement” means that certain Loan Agreement dated as of
November 1, 2006 between the Issuer and the Pledgor (as assigned to the Borrower and amended
pursuant to the Omnibus Assignment and Amendment Agreement), pursuant to which the Issuer has lent
to the Borrower the proceeds of the Bonds in the aggregate principal amount of ten million Dollars
($10,000,000), which Loan Agreement
has been assigned by the Issuer to the Bond Trustee pursuant to the Bond Indenture (except
with respect to the rights reserved by the Issuer in Granting Clause I of the Bond Indenture).


 


42









 





“Subsidiary” of any Person means a corporation, partnership, joint venture, limited
liability company or other business entity of which a majority of the shares of securities or other
Equity Interests having ordinary voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of the happening of a
contingency) are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.



“Survey” has the meaning provided in Section 6.01(w) (Conditions to Closing and
First Funding of Construction Loans — Survey).



“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest
rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, (b) any and all transactions of any kind, and the
related confirmations, which are subject to the terms and conditions of, or governed by, any form
of master agreement published by the International Swaps and Derivatives Association, Inc., any
International Foreign Exchange Master Agreement, or any other master agreement, including any such
obligations or liabilities under any such master agreement and (c) for the avoidance of doubt,
includes the Permitted Commodity Hedging Arrangements and any Interest Rate Protection Agreements
and excludes any contract for the physical sale or purchase of any commodity.



“Swap Termination Value” means, in respect of any one or more Swap Contracts
(including any Permitted Commodity Hedging Arrangements or any Interest Rate Protection
Agreements), after taking into account the effect of any legally enforceable netting agreement
relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have
been closed out and termination value(s) determined in accordance therewith, such termination
value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined
as the mark-to-market value(s) for such Swap Contracts, in accordance with the terms of the
applicable Swap Contract, or, if no provision is made therein, as determined based upon one or more
mid-
market or other readily available quotations provided by any recognized dealer in such Swap
Contracts (which may include a Lender or any Affiliate of a Lender).


 


43









 





“Tax” or “Taxes” means any present or future taxes (including income, gross
receipts, license, payroll, employment, excise, severance, stamp, documentary, occupation, premium,
windfall profits, environmental, capital stock, franchise, profits, withholding, social security
(or similar), unemployment, disability, real property, personal property, sales, use, transfer,
registration, value-added, ad valorem, alternative or add-on minimum, estimated, or other tax of
any kind whatsoever), levies, imposts, duties, fees or charges (including any interest, penalty, or
addition thereof) imposed by any Governmental Authority.



“Tax Return” means all returns, declarations, reports, claims for refund and
information returns and statements of any Person required to be filed with respect to, or in
respect of, any Taxes, including any schedule or attachment thereto and any amendment thereof.



“Technology License Provider” means ICM, Inc.



“Termination Event” means (i) a Reportable Event with respect to any ERISA Plan,
(ii) the initiation of any action by the Borrower, any ERISA Affiliate or any ERISA Plan fiduciary
to terminate an ERISA Plan (other than a standard termination under Section 4041(b) of ERISA) or
the treatment of an amendment to an ERISA Plan as a termination under Section 4041(e) of ERISA
(other than treatment as a standard termination under Section 4041(b) of ERISA), (iii) the
institution of proceedings by the PBGC under Section 4042 of ERISA to terminate an ERISA Plan or to
appoint a trustee to administer any ERISA Plan, (iv) the withdrawal of the Borrower or any ERISA
Affiliate from a Multiemployer Plan during a plan year in which the Borrower or such ERISA
Affiliate was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or the cessation
of operations which results in the termination of employment of twenty percent (20%) of
Multiemployer Plan participants who are employees of the Borrower or any ERISA Affiliate, (v) the
partial or complete withdrawal of the Borrower or any ERISA Affiliate from a Multiemployer Plan, or
(vi) the Borrower or any ERISA Affiliate is in default (as defined in Section 4219(c)(5) of ERISA)
with respect to payments to a Multiemployer Plan.



“Term Loan” has the meaning provided in Section 2.02(a) (Term Loans).



“Term Loan Commitment” means, with respect to each Lender, the commitment of such
Lender to make Term Loans, as set forth opposite the name of such Lender in Schedule 2.01,
as the same may be reduced in accordance with Section 2.07 (Termination or Reduction of
Commitments).


 


44









 





“Term Loan Commitment Percentage” means, as to any Lender at any time, the percentage
that such Lender’s Term Loan Commitment then constitutes of the Aggregate Term Loan Commitment.



“Term Notes” means the promissory notes of the Borrower, substantially in the form of
Exhibit C, evidencing Term Loans.



“Threat of Release” shall mean “threat of release” as used in CERCLA.



“Title Continuation” means a written notice issued by the Title Insurance Company
(including their local title insurance abstractors) confirming the status of title as set forth in
the Title Insurance Policy, which indicates that, since the last preceding Funding Date (or, if the
current Funding is on the Closing Date, since the date hereof), there has been no change in the
title of title to the Mortgaged Property and no Liens or survey exceptions (in the case of any
updated or “as-built” survey that has been issued) not theretofore approved by the Required
Lenders, which written notice shall contain no recorded mechanic’s liens except as approved by the
Required Lenders or as otherwise subject to a Contest.



“Title Insurance Company” means Stewart Title Guaranty Co., or such other title
insurance company or companies reasonably satisfactory to the Administrative Agent.



“Title Insurance Policy” has the meaning provided in Section 6.01(x) (Conditions
to Closing and First Funding of Construction Loans — Title Insurance).



“Transaction Documents” means, collectively, the Financing Documents and the Project
Documents.



“Transportation Contract” means that certain Transportation Contract REG-NS-C-19477
effective as of October 1, 2008 between Norfolk Southern Railway Company and the Borrower.



“Unfunded Benefit Liabilities” means, with respect to any ERISA Plan at any time, the
amount (if any) by which (i) the present value of all accrued benefits calculated on an accumulated
benefit obligation basis and based upon the actuarial assumptions used for accounting purposes
(i.e., those determined in accordance with FASB statement No. 35 and used in
preparing the ERISA Plan’s financial statements) exceeds (ii) the fair market value of all ERISA
Plan assets allocable to such benefits, determined as of the then most recent actuarial valuation
report for such ERISA Plan.


 


45









 





“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as in
effect from time to time in the State of New York; provided, however, in the event
that, by reason of mandatory provisions of law, any or all of the perfection or priority of the
security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of New York, the term “UCC” shall mean the
Uniform Commercial Code as in effect in such other jurisdiction for purposes of provisions relating
to such perfection or priority and for purposes of definitions related to such provisions.



“United States” or “U.S.” means the United States of America, its fifty States
and the District of Columbia.



“United States Person” means a “United States person” as defined in
Section 7701(a)(30) of the Code.



“Value” means, with respect to any inventory or other goods, the cost thereof to the
Borrower, calculated on a first-in first-out basis in accordance with GAAP.



“WDG” means wet distillers grains produced by the Borrower at the Project.



“WestLB” means WestLB AG, New York Branch.



“Working Capital Applicable Margin” means (a) with respect to the Eurodollar Loans,
three and one-half percent (3.75%) and (b) with respect to the Base Rate Loans, two and one-half
percent (2.75%).



“Working Capital Available Amount” means: (i) prior to the Conversion Date, up to
three million one hundred fifty thousand Dollars ($3,150,000) for Project Costs; and (ii) on or
after the Conversion Date (or, prior to the Conversion Date, if needed for approved start-up costs
following the initial Funding of Construction Loans), up to fifteen million Dollars ($15,000,000);
provided that the Working Capital Available Amount shall not exceed the Borrowing Base on
or after the Conversion Date, as certified from time to time by the Borrower.



“Working Capital Expenses” means, collectively, Operation and Maintenance Expenses,
Maintenance Capital Expenses and Project Costs.



“Working Capital Lenders” means those Lenders of Working Capital Loans, as identified
on Schedule 2.01, and each other Person that acquires the rights and obligations of any
such Lender pursuant to Section 10.03 (Assignments).



“Working Capital Loan” has the meaning provided in Section 2.03(a) (Working
Capital Loans).


 


46









 





“Working Capital Loan Commitment” means, with respect to each Working Capital Lender,
the commitment of such Working Capital Lender to make Working Capital Loans, as set forth opposite
the name of such Working Capital Lender in Schedule 2.01, as the same may be reduced in
accordance with Section 2.07 (Termination or Reduction of Commitments).



“Working Capital Loan Commitment Percentage” means, as to any Working Capital Lender
at any time, the percentage that such Working Capital Lender’s Working Capital Loan Commitment then
constitutes of the Aggregate Working Capital Loan Commitment.



“Working Capital Loan Funding Notice” means each request for Funding of Working
Capital Loans in the form of Exhibit G delivered in accordance with Section 2.04
(Notice of Fundings).



“Working Capital Loan Maturity Date” means the date that occurs twelve (12) months
after the Conversion Date or, if earlier, the date that is ninety (90) days after the date on which
all outstanding Construction Loans and Term Loans have been paid in full.



“Working Capital Notes” means the promissory notes of the Borrower, substantially in
the form of Exhibit D, evidencing Working Capital Loans.



“Working Capital Reserve Account” has the meaning set forth in Section 3.01(a)(vi) of
the Accounts Agreement.



“Working Capital Reserve Required Amount” means (a) if the Aggregate Working Capital
Loan Commitment is greater than or equal to ten million Dollars ($10,000,000), zero Dollars ($0),
and (b) if the Aggregate Working Capital Loan Commitment is less than ten million Dollars
($10,000,000), the difference between ten million Dollars ($10,000,000) and the Aggregate Working
Capital Loan Commitment.


 


47









 





EXHIBIT B

to Senior Credit Agreement




[FORM OF CONSTRUCTION NOTE]




Construction Note




			
	 	 	 
	$[                    ]
	 	[                                        ]

[                    ], 2007






FOR VALUE RECEIVED, SOUTHWEST GEORGIA ETHANOL, LLC (the “Borrower”), HEREBY PROMISES TO PAY to
the order of [                                        ], a [                                
        ] (the “Lender”), at its offices located at
[                                        ], the principal sum of [                    ] Dollars ($[    
                ]) or, if less, the
aggregate unpaid principal amount of the Construction Loans made by the Lender to the Borrower
under the Senior Credit Agreement, dated as of November 20, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the “Senior Credit Agreement”) among
the Borrower, each of the Lenders from time to time party thereto, 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. Capitalized terms used herein but not otherwise defined herein shall have the
respective meanings set forth in the Senior Credit Agreement.



The Borrower also promises to pay (i) interest on the unpaid principal amount hereof from the
date hereof until paid in full at the rates and at the times provided in the Senior Credit
Agreement and (ii) fees at such times and at such rates and amounts as specified in the Senior
Credit Agreement.



Principal, interest and fees are payable in lawful money of the United States of America and
in immediately available funds, at the times and in the amounts provided in the Senior Credit
Agreement.



This Construction Note is entitled to the benefits and is subject to the terms and conditions
of the Senior Credit Agreement, and is entitled to the benefits of the security provided under the
Security Documents. As provided in the Senior Credit Agreement, this Construction Note is subject
to mandatory prepayment and voluntary prepayment, in whole or in part. The Borrower agrees to make
prepayment of principal on the dates and in the amounts specified in the Senior Credit Agreement.


 


B-1









 





The Senior Credit Agreement, among other things, contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events.



The Lender is hereby authorized, at its option, either (i) to endorse on the schedule attached
hereto (or on a continuation of such schedule attached to this Construction Note and made a part
hereof) an appropriate notation evidencing the date and amount of the Construction Loans evidenced
hereby and the date and amount of each principal payment in respect thereof, or (ii) to record such
Construction Loans and such payments in its books and records. Such schedule or such books and
records, as the case may be, shall constitute, absent manifest error, prima facie evidence of the
accuracy of the information contained therein, but in no event shall any failure by the Lender to
endorse or record pursuant to clauses (i) and (ii) be deemed to relieve any Borrower from any of
its obligations.



The Borrower hereby waives presentment, demand, protest or notice of any kind in connection
with this Construction Note.



The Borrower agrees to pay all costs and expenses, including without limitation attorneys’
fees, incurred in connection with the enforcement of this Construction Note, in accordance with and
to the extent provided by the Senior Credit Agreement.


 


B-2









 





THIS CONSTRUCTION NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT REFERENCE TO CONFLICTS OF LAWS (OTHER THAN
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).



	 	 	 	 	 
	 	SOUTHWEST GEORGIA ETHANOL, LLC,

a Georgia limited liability company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 


B-3









 





	 	 	 	 	 



Schedule to

Construction Note




LOANS AND PAYMENTS OF PRINCIPAL




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Amount of	 	Unpaid	 	 
	 	 	Amount of	 	Principal Paid	 	Principal	 	Notation
	Date	 	Loan	 	or Prepaid	 	Balance	 	Made By
	 
	 	 	 	 	 	 	 	 






 


B-4









 





EXHIBIT C

to Senior Credit Agreement




[FORM OF TERM NOTE]




Term Note




			
	 	 	 
	$[                    ]
	 	[                                        ]

[                    ], [                    ]






FOR VALUE RECEIVED, SOUTHWEST GEORGIA ETHANOL, LLC (the “Borrower”), HEREBY PROMISES TO PAY to
the order of [                                        ], a [                                
        ] (the “Lender”), at its offices located at
[                                        ], the principal sum of [                    ] Dollars ($[    
                ]) or, if less, the
aggregate unpaid principal amount of the Term Loans made by the Lender to the Borrower under the
Senior Credit Agreement, dated as of November 20, 2007 (as amended, restated, supplemented or
otherwise modified from time to time, the “Senior Credit Agreement”) among the Borrower,
each of the Lenders from time to time party thereto, 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.
Capitalized terms used herein but not otherwise defined herein shall have the respective meanings
set forth in the Senior Credit Agreement.



The Borrower also promises to pay (i) interest on the unpaid principal amount hereof from the
date hereof until paid in full at the rates and at the times provided in the Senior Credit
Agreement and (ii) fees at such times and at such rates and amounts as specified in the Senior
Credit Agreement.



Principal, interest and fees are payable in lawful money of the United States of America and
in immediately available funds, at the times and in the amounts provided in the Senior Credit
Agreement.



This Term Note is entitled to the benefits and is subject to the terms and conditions of the
Senior Credit Agreement, and is entitled to the benefits of the security provided under the
Security Documents. As provided in the Senior Credit Agreement, this Term Note is subject to
mandatory prepayment and voluntary prepayment, in whole or in part. The Borrower agrees to make
prepayment of principal on the dates and in the amounts specified in the Senior Credit Agreement.


 


C-1









 





The Senior Credit Agreement, among other things, contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events.



The Lender is hereby authorized, at its option, either (i) to endorse on the schedule attached
hereto (or on a continuation of such schedule attached to this Term Note and made a part hereof) an
appropriate notation evidencing the date and amount of the Term Loans evidenced hereby and the date
and amount of each principal payment in respect thereof, or (ii) to record such Term Loans and such
payments in its books and records. Such schedule or such books and records, as the case may be,
shall constitute, absent manifest error, prima facie evidence of the accuracy of the information
contained therein, but in no event shall any failure by the Lender to endorse or record pursuant to
clauses (i) and (ii) be deemed to relieve any Borrower from any of its obligations.



The Borrower hereby waives presentment, demand, protest or notice of any kind in connection
with this Term Note.



The Borrower agrees to pay all costs and expenses, including without limitation attorneys’
fees, incurred in connection with the interpretation or enforcement of this Term Note, in
accordance with and to the extent provided by the Senior Credit Agreement.


 


C-2









 





THIS TERM NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT REFERENCE TO CONFLICTS OF LAWS (OTHER THAN SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).



	 	 	 	 	 
	 	SOUTHWEST GEORGIA ETHANOL, LLC,

a Georgia limited liability company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 


C-3









 





	 	 	 	 	 



Schedule to

Term Note




LOANS AND PAYMENTS OF PRINCIPAL




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Amount of	 	Unpaid	 	 
	 	 	Amount of	 	Principal Paid	 	Principal	 	Notation
	Date	 	Loan	 	or Prepaid	 	Balance	 	Made By
	 
	 	 	 	 	 	 	 	 






 


C-4









 





EXHIBIT D

to Senior Credit Agreement




[FORM OF WORKING CAPITAL NOTE]




Working Capital Note




			
	 	 	 
	$[                    ]
	 	[                                        ]

[
 _____ 

], 2007






FOR VALUE RECEIVED, SOUTHWEST GEORGIA ETHANOL, LLC (the “Borrower”), HEREBY PROMISES TO PAY to
the order of [                                        ], a [                                
        ] (the “Lender”), at its offices located at
[                                        ], the principal sum of [                    ] Dollars ($[     
               ]) or, if less, the
aggregate unpaid principal amount of the Working Capital Loans made by the Lender to the Borrower
under the Senior Credit Agreement, dated as of November 20, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the “Senior Credit Agreement”) among
the Borrower, each of the Lenders from time to time party thereto, 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. Capitalized terms used herein but not otherwise defined herein shall have the
respective meanings set forth in the Senior Credit Agreement.



The Borrower also promises to pay (i) interest on the unpaid principal amount hereof from the
date hereof until paid in full at the rates and at the times provided in the Senior Credit
Agreement and (ii) fees at such times and at such rates and amounts as specified in the Senior
Credit Agreement.



Principal, interest and fees are payable in lawful money of the United States of America and
in immediately available funds, at the times and in the amounts provided in the Senior Credit
Agreement.



This Working Capital Note is entitled to the benefits and is subject to the terms and
conditions of the Senior Credit Agreement, and is entitled to the benefits of the security provided
under the Security Documents. As provided in the Senior Credit Agreement, this Working Capital
Note is subject to mandatory prepayment and voluntary prepayment, in whole or in part. The
Borrower agrees to make prepayment of principal on the dates and in the amounts specified in the
Senior Credit Agreement.


 


D-1









 





The Senior Credit Agreement, among other things, contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events.



The Lender is hereby authorized, at its option, either (i) to endorse on the schedule attached
hereto (or on a continuation of such schedule attached to this Working Capital Note and made a part
hereof) an appropriate notation evidencing the date and amount of the Working Capital Loans
evidenced hereby and the date and amount of each principal payment in respect thereof, or (ii) to
record such Working Capital Loans and such payments in its books and records. Such schedule or
such books and records, as the case may be, shall constitute, absent manifest error, prima facie
evidence of the accuracy of the information contained therein, but in no event shall any failure by
the Lender to endorse or record pursuant to clauses (i) and (ii) be deemed to relieve any Borrower
from any of its obligations.



The Borrower hereby waives presentment, demand, protest or notice of any kind in connection
with this Working Capital Note.



The Borrower agrees to pay all costs and expenses, including without limitation attorneys’
fees, incurred in connection with the enforcement of this Working Capital Note, in accordance with
and to the extent provided by the Senior Credit Agreement.


 


D-2









 





THIS WORKING CAPITAL NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT REFERENCE TO CONFLICTS OF LAWS (OTHER THAN
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).



	 	 	 	 	 
	 	SOUTHWEST GEORGIA ETHANOL, LLC,

a Georgia limited liability company

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 


D-3









 





	 	 	 	 	 



Schedule to

Working Capital Note




LOANS AND PAYMENTS OF PRINCIPAL




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Amount of	 	Unpaid	 	 
	 	 	Amount of	 	Principal Paid	 	Principal	 	Notation
	Date	 	Loan	 	or Prepaid	 	Balance	 	Made By
	 
	 	 	 	 	 	 	 	 






 


D-4









 





EXHIBIT E

to Senior Credit Agreement




[FORM OF]

CONSTRUCTION LOAN FUNDING NOTICE




This funding notice for a Construction Loan (this “Construction Loan Funding Notice”),
dated as of [                    ], 200[_], is delivered to WestLB AG, New York Branch, as administrative agent
(the “Administrative Agent”), pursuant to Section 2.04 (Notice of Fundings) of the Senior
Credit Agreement, dated as of November 20, 2007 (as amended, restated, supplemented or otherwise
modified from time to time, the “Senior Credit Agreement”), among SOUTHWEST GEORGIA
ETHANOL, LLC, as Borrower (the “Borrower”), each of the Lenders from time to time party
thereto, the Administrative Agent, 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. This Construction Loan Funding Notice sets forth certain undertakings of the Borrower with
respect to the transactions contemplated by the Senior Credit Agreement. Capitalized terms used
herein but not otherwise defined herein shall have the respective meanings set forth in the Senior
Credit Agreement.



WHEREAS, the Borrower wishes to propose a Funding of Construction Loans under the Senior
Credit Agreement in accordance with Section 2.04 (Notice of Fundings) of the Senior Credit
Agreement and on the terms and conditions set forth therein and herein; and



WHEREAS, to induce the Lenders to extend credit under the Senior Credit Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower hereby agrees as follows:



Section 1. Funding Request. [Note: each Construction Loan Funding Notice should only
include those provisions applicable to the requested Funding.]



The Borrower hereby irrevocably proposes a Funding of a Construction Loan (the “Proposed
Construction Loan Funding”) under each of the Loans set forth below in the amounts set forth
below:




[([a]) [                    ] Dollars ($[                    ]) of Construction Loans requested to be funded as
[Eurodollar Loans] [and [                    ] Dollars ($[                    ]) of Construction Loans requested to be
funded as] [Base Rate Loans], for Project Costs and as permitted otherwise pursuant to the
Senior Credit Agreement;]


 


E-1









 





The funding date proposed for such Proposed Construction Loan Funding is [                    ], 200[_]
(the “Proposed Construction Loan Funding Date”). The Borrower hereby certifies that this
Construction Loan Funding Notice is being delivered to the Administrative Agent not later than
2:00 p.m. New York City time five (5) Business Days prior to the Proposed Construction Loan Funding
Date, and that the Proposed Construction Loan Funding Date is a Business Day.



[The duration of the initial Interest Period for the Eurodollar Loans requested as [part of]
the Proposed Construction Loan Funding is [                    ] ([                    ]) months.]



The Borrower hereby requests that on the Proposed Construction Loan Funding Date the
Administrative Agent deliver by wire transfer, in immediately available funds, the proceeds of such
Proposed Construction Loan Funding in the following amounts as specified below:



[The Proposed Construction Loan Funding Date is a date other than the Conversion Date, and the
proceeds of the Proposed Construction Loan Funding are requested to be disbursed in the manner set
forth below:





[(a) [                    ] Dollars ($[                    ]) to the Construction Account, Account No. 130966; [and]]



([b]) [                    ] Dollars ($[                    ]) to the Administrative Agent, for the account of the Lenders,
for the payment of Debt Service or other Obligations.



Section 2. Use of Proceeds. [The Proposed Construction Loan Funding Date is a date
other than the Conversion Date, and the Borrower shall use the proceeds of the Proposed
Construction Loan Funding as set forth below:



(a) [                    ] Dollars ($[                    ]) for the payment of Project Costs payable under the Applications
for Payment attached hereto as Exhibit A;



(b) [                    ] Dollars ($[                    ]) for the payment of Project Costs payable under invoices
attached hereto as Exhibit B;



(d) [                    ] Dollars ($[                    ]) for the payment of Fees due and owing on the Loans;



(e) [                    ] Dollars ($[                    ]) for the payment of interest due and owing on the Loans; and



(f) [                    ] Dollars ($[                    ]) for the payment of the additional Project Costs set forth below
in the amounts set forth below:


 


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]



Section 3. Certifications. The Borrower certifies that on the date hereof, and as of
the Proposed Construction Loan Funding Date: [Note: each Construction Loan Funding Notice should
only include those provisions applicable to the requested Funding.]



(a) each of the conditions to the Proposed Construction Loan Funding set forth in [Section
6.01 (Conditions to Closing and First Funding of Construction Loans),]1 Section 6.02
(Conditions to All Construction Loan Fundings) and Section 6.05 (Conditions to All Fundings) of
the Senior Credit Agreement that are required to be satisfied as of the date of this certification,
before and after giving effect to such Proposed Construction Loan Funding and to the application of
the proceeds therefrom, has been satisfied;



(b) except with respect to representations and warranties that expressly refer to an earlier
date, each of the representations and warranties made by the Borrower or the Pledgor in the
Financing Documents is true and correct in all material respects (or, in the case of any
representation and warranty containing any materiality qualification, in all respects), before and
after giving effect to the Proposed Construction Loan Funding and to the application of the
proceeds therefrom;



(c) no Default or Event of Default has occurred and is continuing or would occur as a result
of the Proposed Construction Loan Funding;



(d) 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;





 




			
	1	 	First Funding only.




 


E-3









 









(e) the Borrower has no reason to believe that the Final Completion Date will not occur on or
prior to the Conversion Date Certain;



(f) the Proposed Construction Loan Funding, when considered on its own and when considered on
an aggregate basis with the cumulative amount of 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);



(g) sufficient funds remain available to the Borrower, including under the Senior Credit
Agreement and the Accounts Agreement, the Required Equity Contribution and the Subordinate Debt, to
complete the Project substantially in accordance with the applicable Construction Schedule and the
Transaction Documents;



(h) the amounts of all previous Fundings of Construction Loans have been (or will be) applied
to approved Project Costs and for other purposes permitted by the Senior Credit Agreement, in each
case in a manner consistent with the relevant Construction Loan Funding Notice(s);



(i) each of the statements contained in this Construction Loan Funding Notice is true and
correct; and



(j) The Borrower has provided to the Administrative Agent copies of any Additional Project
Document entered into by the Borrower since the date of the Senior Credit Agreement (including any
Project Documents required to be executed on or before the date of the Proposed Construction Loan
Funding Date), together with all amendments, supplements, schedules and exhibits thereto and the
Ancillary Documents relating thereto, each of which (a) has been duly authorized, executed and
delivered by each Person party thereto, and (b) is in full force and effect.



Section 4. Delivery of Additional Documents. On the date hereof, together with this
Construction Loan Funding Notice, the Borrower is delivering to the Administrative Agent the
following documents as additional conditions precedent to the Proposed Construction Loan Funding:



[(a) attached hereto as Exhibit A, the Applications for Payment with respect to which
the Proposed Construction Loan Funding is requested together with the corresponding Informational
Report(s) covering the period since [the date of the Design-
Build Agreement]2[the preceding Funding], each of which has been certified as true
and complete by the Borrower and substantiated by the Independent Engineer;]3





 





			
	2	 	Applies to the initial Funding only.
	 
	3	 	Applies only to Fundings for Project Costs.
	 


 


E-4









 





[(b) attached hereto as Exhibit B, invoices for all Project Costs (other than interest
and Fees on the Loans) that are not included in the Applications for Payment attached hereto as
Exhibit A and that are proposed to be paid with the proceeds of the Proposed Construction
Loan Funding, each of which has been certified as true and complete by the Borrower;]4



[(c) the amount of proceeds of the Proposed Construction Loan Funding to be used for the
payment of additional Project Costs for which invoices are not yet available does not exceed
$1,000,000;]5



(d) attached hereto as Exhibit C, 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, and all other Persons [who were paid from the proceeds
of the then last preceding Funding of Construction Loans][with respect to all payments paid or due
and payable by the Borrower to such Persons since the date of the Design-Build Agreement]. Each
such Lien waiver statement (i) is dated on or prior to the date of this Construction Loan Funding
Notice, and (ii) covers all work done and all sums received by such contractor through the date [of
the then last preceding Funding of Construction Loans] [under the Design-Build Agreement], each of
which is hereby certified as true and correct and complete by the Borrower to its knowledge and the
applicable contractor and has been verified by the Independent Engineer;



[(e) attached hereto as Exhibit D, a list of (A) all Change Orders that have not yet
been submitted to the Administrative Agent, copies of which have been submitted to the Independent
Engineer prior to the date of this Funding Notice, (B) all Change Orders under the Design-Build Agreement to the date of this Funding Notice, and (C) all
contemplated Change Orders, each of which is in compliance with Section 7.02(m)(iii) (Negative
Covenants – Project Documents) of the Senior Credit Agreement;]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









 









[(f) attached hereto as Exhibit E, a detailed receipt for payment itemized by Line
Item in the Construction Budget [evidencing 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]7[evidencing 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
the Credit Agreement]8]9;



(f) attached hereto as Exhibit F, a Title Continuation and an endorsement to the Title
Insurance Policy, which endorsement shall have the effect of (i) updating the date of the
Title Insurance Policy to the date of the requested Funding and (ii) providing full mechanics’ lien
coverage.



Section 5. Governing Law. THIS CONSTRUCTION LOAN FUNDING NOTICE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA,
WITHOUT REFERENCE TO CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW).



The undersigned is executing this Construction Loan Funding Notice not in its individual
capacity but in its respective capacity as an Authorized Officer of the Borrower.



[The remainder of this page is intentionally blank. The next page is the signature page.]






 




			
	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, the undersigned has caused this Construction Loan Funding Notice to be
duly executed and delivered as of the day and year first written above.



	 	 	 	 	 
	 	SOUTHWEST GEORGIA ETHANOL, LLC,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 


E-7









 





	 	 	 	 	 



Exhibit A

to Construction Loan Funding Notice




APPLICATIONS FOR PAYMENT




 












 







Exhibit B

to Construction Loan Funding Notice




INVOICES




 












 







Exhibit C

to Construction Loan Funding Notice




LIEN WAIVER STATEMENTS




 












 







Exhibit D

to Construction Loan Funding Notice




CHANGE ORDERS




 












 







Exhibit E

to Construction Loan Funding Notice




RECEIPTS OF PAYMENT




 












 







Exhibit F

to Construction Loan Funding Notice




TITLE INSURANCE





 














 






EXHIBIT F

to Senior Credit Agreement




[FORM OF]

CONVERSION DATE FUNDING NOTICE




This Conversion Date Funding Notice (this “Conversion Date Funding Notice”), dated as
of [                    ], 200[_], is delivered to WESTLB AG, NEW YORK BRANCH, as administrative agent (the
“Administrative Agent”), pursuant to Section 2.04 (Notice of Fundings) of the Senior Credit
Agreement, dated as of November 20, 2007 (as amended, restated, supplemented or otherwise modified
from time to time, the “Senior Credit Agreement”), among SOUTHWEST GEORGIA ETHANOL, LLC, as
Borrower (the “Borrower”), each of the Lenders from time to time party thereto, the
Administrative Agent, 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. This
Conversion Date Funding Notice sets forth certain undertakings of the Borrower with respect to the
transactions contemplated by the Senior Credit Agreement. Capitalized terms used herein but not
otherwise defined herein shall have the respective meanings set forth in the Senior Credit
Agreement.



WHEREAS, the Borrower wishes to propose a Funding of [Construction Loans,] Term Loans [and
Working Capital Loans] under the Senior Credit Agreement in accordance with Section 2.04(a) (Notice
of Fundings) of the Senior Credit Agreement and on the terms and conditions set forth therein and
herein; and



WHEREAS, to induce the Lenders to extend credit under the Senior Credit Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower hereby agrees as follows:



Section 1. Funding Request. The Borrower hereby irrevocably proposes a Funding on the
Conversion Date (the “Proposed Conversion Date Funding”) under each of the Loans set forth
below in the amounts set forth below:




(a) [[                    ] Dollars ($[                    ])] of Construction Loans, which amount does not exceed
the aggregate unused portion of the Aggregate Construction Loan Commitment on the Conversion
Date;




(b) [                    ] Dollars ($[                    ]) of Term Loans, requested to be funded as [Eurodollar
Loans][Base Rate Loans], to the Administrative Agent for the repayment in full of the
Construction Loans on the Conversion Date;




[([c]) [                    ] Dollars ($[                    ]) of Working Capital Loans, requested to be funded as
[Eurodollar Loans][Base Rate Loans], on the Conversion Date, for Operation and Maintenance
Expenses;][and]


 


F-1








 






[([d]) Dollars ($[                    ]) of Working Capital Loans, requested to be funded as
[Eurodollar Loans][Base Rate Loans], on the Conversion Date, for Maintenance Capital
Expenses.]



The Funding Date proposed for such Proposed Conversion Date Funding is [                    ], 200[_] (the
“Proposed Conversion Date Funding Date”), which date will occur on the Conversion Date.
The Borrower hereby certifies that this Conversion Date Funding Notice is being delivered to the
Administrative Agent not later than 2:00 p.m. New York City time five (5) Business Days prior to
the Proposed Conversion Date Funding Date, and that the Proposed Conversion Date Funding Date is a
Business Day.



[The duration of the initial Interest Period for the Term Loans requested to be funded as
Eurodollar Loans as [part of] the Proposed Conversion Date Funding is [                    ] ([
 _____ 

]) months.]



[The duration of the initial Interest Period for the Working Capital Loans requested to be
funded as Eurodollar Loans as part of the Proposed Conversion Date Funding is [                    ] ([
 _____ 

])
months.]



Section 2. Requested Funding Transfers. The Borrower hereby requests that on the
Proposed Conversion Date Funding Date, the Administrative Agent deliver by wire transfer, in
immediately available funds, the proceeds of such Proposed Conversion Date Funding in the following
amounts as specified below:



[(a) From the proceeds of the Construction Loans requested in Section 1 above, [                    ] Dollars
($[                    ]) to the Construction Account, Account No. 130966;]



[([b]) From the proceeds of the Construction Loans requested in Section 1 above, [                    ]
Dollars ($[                    ]) to the Administrative Agent, for the account of the Lenders, for the payment of
Debt Service or other Obligations;]



[([c]) From the proceeds of the Funding of Working Capital Loans requested in Section 1 above,
[                    ] Dollars ($[                    ]) to the Operating Account, Account No. 130982;]



[([d]) From the proceeds of the Funding of Working Capital Loans requested in Section 1 above,
[                    ] Dollars ($[                    ]) to the Maintenance Capital Expense Account, Account No. 130990;]



Section 3. Certifications. The Borrower certifies that on the date hereof, and as of
the Proposed Conversion Date Funding Date:




(a) each of the conditions to the proposed Funding of [Construction Loans,] Term Loans
[and Working Capital Loans] set forth in [Section 6.02 (Conditions to All Construction Loan
Fundings),] Section 6.03 (Conditions to Term Loan Funding), [Section 6.04 (Conditions to
Working Capital Loan Fundings)] and Section 6.05 (Conditions to All Fundings), has been
satisfied, and the Borrower is in compliance with all such conditions on and as of the
Proposed Conversion Date Funding Date, before and
after giving effect to such Proposed Conversion Date Funding and to the application of
the proceeds therefrom;


 


F-2









 








(b) Except with respect to representations and warranties that expressly refer to an
earlier date, each of the representations and warranties made by the Borrower in the
Financing Documents is true and correct in all material respects (or, in the case of any
representation and warranty containing any materiality qualification, in all respects),
before and after giving effect to the Proposed Conversion Date Funding and to the
application of the proceeds of such Proposed Conversion Date Funding;




(c) no Default or Event of Default has occurred and is continuing or would occur as a
result of the Proposed Conversion Date Funding;




(d) 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;




(e) each of the statements contained in this Conversion Date Funding Notice are true
and correct; and




(f) the Borrower has provided to the Administrative Agent copies of any Additional
Project Document entered into by the Borrower since the date of the Senior Credit Agreement
(including any Project Documents required to be executed on or before the date of the
Proposed Conversion Date Funding Date), together with all amendments, supplements, schedules
and exhibits thereto and the Ancillary Documents relating thereto, each of which (a) has
been duly authorized, executed and delivered by each Person party thereto, and (b) is in
full force and effect.



Section 4. [Additional Certification for Construction Loans. The Borrower certifies
that on the date hereof, and as of the Proposed Conversion Date Funding Date, that the amounts of
all previous Fundings of Construction Loans have been (or will be) applied to approved Project
Costs and other purposes permitted by the Senior Loan Agreement, in each case in a manner
consistent with the relevant Construction Loan Funding Notice(s) or otherwise as permitted pursuant
to the Financing Documents.]



Section 5. Additional Certifications for Term Loans. The Borrower certifies that on
the date hereof, and as of the Proposed Conversion Date Funding Date:




(a) all Construction Loans shall have been or shall simultaneously be repaid in full
with the proceeds of the Term Loans requested pursuant to this Conversion Date Funding
Notice;




(b) Final Completion shall have occurred; and




(c) the Administrative Agent shall have received (A) from the Independent Engineer a
Final Completion Certificate in the form of Exhibit Q-1 to the Senior Credit Agreement and
(B) from the Borrower a Final Completion Certificate in the form of Exhibit Q-2 to the
Senior Credit Agreement.


 


F-3









 







Section 6. [Additional Certifications for Working Capital Loans. The Borrower
certifies that on the date hereof, and as of the Proposed Conversion Date Funding Date:




(a) the amounts of all previous Fundings of Working Capital Loans have been (or will
be) applied in a manner consistent with the relevant Working Capital Loan Funding Notice(s);




(b) the Borrower has delivered to the Administrative Agent the most recent Borrowing
Base Certificate required to be delivered pursuant to Section 7.03(n) (Reporting
Requirements) of the Senior Credit Agreement on [insert date];




(c) [the Working Capital Loans requested pursuant to Section 1([c]) above are equal to
amounts due and owing for Operation and Maintenance Expenses; it being hereby certified that
adequate funds are not available for the payment of such Operation and Maintenance Expenses
in the Operating Account and that the aggregate amounts transferred (other than amounts
transferred to cover the cost of corn and natural gas) for all calendar months in the
current Fiscal Year (or, if the Conversion Date occurred during the current Fiscal Year, all
calendar months since the Conversion Date), including amounts proposed to be transferred to
the Operating Account for the immediately succeeding calendar month, pursuant to Section
6.01(b)(i) of the Accounts Agreement (other than amounts transferred to cover the cost of
corn and natural gas), does not exceed the Permitted Budgeted Operating Expenses Level for
such immediately succeeding calendar month with respect to Operation and Maintenance
Expenses;]




(d) [the Working Capital Loans requested pursuant to Section 1([d]) above are equal to
amounts due and owing for Maintenance Capital Expenses; it being hereby certified that
adequate funds are not available for the payment of such Maintenance Capital Expenses in the
Maintenance Capital Expense Account [and that attached as a schedule hereto is the written
approval of the Independent Engineer allowing payment of such Maintenance Capital
Expenses]1;] and






				
	 	 
	
 	 
	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).






(Cont’d on following Page)



 


F-4









 









(e) after giving effect to the Working Capital Loans requested hereunder, the aggregate
principal amount of the Working Capital Loans outstanding, will not exceed either (A) the
Aggregate Working Capital Loan Commitment or (B) the Working Capital Available Amount as of
the Proposed Conversion Date Funding Date.]



Section 7. [Delivery of Additional Documents for Construction Loans. On the date
hereof, together with this Conversion Date Funding Notice, the Borrower is delivering to the
Administrative Agent the following documents as additional conditions precedent to the proposed
Funding of Construction Loans:




[(a) attached hereto as Exhibit A, the Applications for Payment with respect to
which the proposed Funding of Construction Loans is requested together with the
corresponding Informational Report(s) covering the period since the preceding Funding, each
of which has been certified as true and complete by the Borrower and substantiated by the
Independent Engineer;]2




[(b) attached hereto as Exhibit B, invoices for all Project Costs (other than
interest and Fees on the Loans) that are not included in the Applications for Payment
attached hereto as Exhibit A and that are proposed to be paid with the proceeds of
the proposed Funding of Construction Loans, each of which has been certified as true and
complete by the Borrower;]3




[(c) the amount of proceeds of the Proposed Construction Loan Funding to be used for
the payment of additional Project Costs for which invoices are not yet available does not
exceed $1,000,000;]4




(d) attached hereto as Exhibit C, 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, and all other Persons who were paid from
the proceeds of the then last preceding Construction Loan Funding. Each such Lien waiver
statement (i) is dated on or prior to the date of this Conversion Date Funding Notice, and
(ii) covers all work done and all sums received by such contractor through the date of the
then last preceding Construction Loan Funding, each of which is hereby certified as true and
correct and complete by the Borrower to its knowledge and the applicable contractor and has been verified by the Independent
Engineer;






				
	
 	 
	(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









 





[(e) attached hereto as Exhibit D, a list of (A) all Change Orders that have
not yet been submitted to the Administrative Agent, copies of which have been submitted to
the Independent Engineer prior to the date of this Funding Notice, (B) all Change Orders to
the date of this Conversion Date Funding Notice, and (C) all contemplated Change Orders,
each of which is in compliance with Section 7.02(m)(iii) (Negative Covenants – Project
Documents) of the Senior Credit Agreement;]5




[(f) attached hereto as Exhibit E, a detailed receipt for payment itemized by
Line Item in the Construction Budget evidencing 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 the Credit Agreement]6;




(g) attached hereto as Exhibit F, a Title Continuation and an endorsement to
the Title Insurance Policy, which endorsement shall have the effect of (i) updating the date
of the Title Insurance Policy to the date of the requested Funding and (ii) providing full
mechanics’ lien coverage.]



Section 8. Governing Law. THIS CONVERSION DATE FUNDING NOTICE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA,
WITHOUT REFERENCE TO CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW).



[The remainder of this page is intentionally blank.

The next page is the signature page.]







				
	 	 







			
	5	 	Applies only to Fundings for Project Costs.
	 
	6	 	Applies only to Fundings for Project Costs.





 


F-6









 









IN WITNESS WHEREOF, the undersigned have caused this Conversion Date Funding Notice to be duly
executed and delivered as of the day and year first written above.



	 	 	 	 	 
	 	SOUTHWEST GEORGIA ETHANOL, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	ACCEPTED AND AGREED:




WESTLB AG, NEW YORK BRANCH,


as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 


F-7









 







Exhibit A

to Conversion Date Funding Notice




APPLICATIONS FOR PAYMENT





 


 









 







Exhibit B

to Conversion Date Funding Notice




INVOICES




 


 









 







Exhibit C

to Conversion Date Funding Notice




LIEN WAIVER STATEMENTS




 


 









 







Exhibit D

to Conversion Date Funding Notice




CHANGE ORDERS




 


 









 







Exhibit E

to Conversion Date Funding Notice




RECEIPTS OF PAYMENT




 


 









 







Exhibit F

to Conversion Date Funding Notice




TITLE INSURANCE




 


 











 




EXHIBIT G

to Senior Credit Agreement




[FORM OF]

WORKING CAPITAL LOAN FUNDING NOTICE




This Working Capital Loan Funding Notice (this “Working Capital Loan Funding Notice”),
dated as of [_____], 20[__], is delivered to WestLB AG, New York Branch, as administrative agent
(the “Administrative Agent”), pursuant to Section 2.04 (Notice of Fundings) of the Senior
Credit Agreement, dated as of November 20, 2007 (as amended, restated, supplemented or otherwise
modified from time to time, the “Senior Credit Agreement”) among SOUTHWEST GEORGIA ETHANOL,
LLC, as Borrower (the “Borrower”), each of the Lenders from time to time party thereto,
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. This Working Capital Loan Funding Notice sets forth
certain undertakings of the Borrower with respect to the transactions contemplated by the Senior
Credit Agreement. Capitalized terms used herein but not otherwise defined herein shall have the
respective meanings set forth in the Senior Credit Agreement.



WHEREAS, the Borrower wishes to propose a Funding of Working Capital Loans under the Senior
Credit Agreement in accordance with Section 2.04 (Notice of Fundings) of the Senior Credit
Agreement and on the terms and conditions set forth therein and herein; and



WHEREAS, to induce the Lenders to extend credit under the Senior Credit Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower hereby agrees as follows:



Section 1. Funding Request. The Borrower hereby irrevocably proposes a
Funding of Working Capital Loans (the “Proposed Working Capital Loan Funding”) under each
of the Loans set forth below in the amounts set forth below:



[(a) [_____] Dollars ($[_____]) requested to be funded as [Eurodollar
Loans] [and [_____]
Dollars ($[_____]) requested to be funded as] [Base Rate Loans] for Project Costs;]1




 




			
	1	 	Prior to Conversion Date only.




 


G-1









 










[(b) [_____] Dollars
($[_____]) requested to be funded as [Eurodollar Loans] [and [_____]
Dollars ($[_____]) requested to be funded as] [Base Rate Loans] for Operation and Maintenance
Expenses;]



[(c) [_____] Dollars
($[_____]) requested to be funded as [Eurodollar Loans] [and [_____]
Dollars ($[_____]) requested to be funded as] [Base Rate Loans] for Maintenance Capital Expenses.]



The Funding Date proposed for such Proposed Working Capital Loan Funding is [_____], 20[__]
(the “Proposed Working Capital Loan Funding Date”). The Borrower hereby certifies that
this Working Capital Loan Funding Notice is being delivered to the Administrative Agent not later
than 2:00 p.m. New York City time five (5) Business Days prior to the Proposed Working Capital Loan
Funding Date, and that the Proposed Working Capital Loan Funding Date is a Business Day.



[The duration of the initial Interest Period for the Eurodollar Loans requested as [part of]
the Proposed Working Capital Loan Funding is
[_____] ([_____]) months.]



Section 2. Requested Transfers. The Borrower hereby requests that on the
Proposed Working Capital Loan Funding Date the Administrative Agent deliver by wire transfer, in
immediately available funds, the proceeds of such Proposed Working Capital Loan Funding in the
following amounts, which are subject to the limits set forth in Section 2.03(a) and (b) (Working
Capital Loans) of the Senior Credit Agreement, as specified below:




[(a) 
[_____] Dollars ($[_____]) to the Construction Account, Account No. 130966;]




(b) [_____] Dollars
($[_____]) to the Operating Account, Account No. 130982; and




(c) [_____] Dollars
($[_____]) to the Maintenance Capital Expense Account, Account
No. 130990.


 


G-2









 





Section 3. Certifications. The Borrower certifies that as of the Proposed
Working Capital Loan Funding Date:



(i) each of the conditions to the proposed Funding set forth in Section 6.04 (Conditions to
Working Capital Loan Fundings) and Section 6.05 (Conditions to All Fundings) of the Senior Credit
Agreement has been satisfied;



(ii) the Borrower is in compliance with all conditions set forth in Section 6.04 (Conditions
to Working Capital Loan Fundings) and Section 6.05 (Conditions to All Fundings) of the Senior
Credit Agreement, on and as of the Proposed Working Capital Loan Funding Date, before and after
giving effect to such Proposed Working Capital Loan Funding and to the application of the proceeds
therefrom;



(iii) each of the representations and warranties made by each of the Borrower and the Pledgor
in the Financing Documents is 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 any representation and warranty that expressly refers to
an earlier date), before and after giving effect to the Proposed Working Capital Loan Funding and
to the application of the proceeds of such Proposed Working Capital Loan Funding;



(iv) the Borrower has delivered to the Administrative Agent the most recent Borrowing Base
Certificate required to be delivered pursuant to Section 7.03(n) (Borrowing Base Certificate) of
the Senior Credit Agreement on [insert date];



(v) no Default or Event of Default has occurred and is continuing or would occur as a result
of the Proposed Working Capital Loan Funding;



(vi) since the date of formation of the Borrower, no Material Adverse Effect has occurred and
is continuing;



(vii) [the Working Capital Loans requested pursuant to Section 1(a) above will be used to pay
to Project Costs]2;





 




			
	2	 	Prior to Conversion Date only.




 


G-3









 









(viii) the Working Capital Loans requested pursuant to Section 1(b) above are equal to amounts
due and owing for Operation and Maintenance Expenses; it
being hereby certified that adequate funds are not available for the payment of such Operation
and Maintenance Expenses in the Operating Account and that the aggregate amounts transferred (other
than amounts transferred to cover the cost of corn and natural gas) for all calendar months in the
current Fiscal Year (or, if the Conversion Date occurred during the current Fiscal Year, all
calendar months since the Conversion Date), including amounts proposed to be transferred to the
Operating Account for the immediately succeeding calendar month, pursuant to Section 6.01(b)(i) of
the Accounts Agreement (other than amounts transferred to cover the cost of corn and natural gas),
do not exceed the Permitted Budgeted Operating Expenses Level for such immediately succeeding
calendar month with respect to Operation and Maintenance Expenses;



(ix) the Working Capital Loans requested pursuant to Section 1(c) above are equal to amounts
due and owing for Maintenance Capital Expenses; it being hereby certified that adequate funds are
not available for the payment of such Maintenance Capital Expenses in the Maintenance Capital
Expense Account [and that attached as a schedule hereto is the written approval of the Independent
Engineer allowing payment of such Maintenance Capital Expenses]3;



(x) after giving effect to the Working Capital Loans requested hereunder, the aggregate
principal amount of the Working Capital Loans outstanding will not exceed either (A) the Aggregate
Working Capital Loan Commitment or (B) the Working Capital Available Amount as of the Proposed
Working Capital Loan Funding Date;





 




			
	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









 









(xi) the Borrower has no reason to believe that the Final Completion Date will not occur on or
prior to the Conversion Date Certain;



(xii) all and each of the statements contained in this Working Capital Loan Funding Notice are
true and correct; and



(xiii) the Borrower has provided to the Administrative Agent copies of any Additional Project
Document entered into by the Borrower since the date of the Senior Credit Agreement (including any
Project Documents required to be executed on or before the date of the Proposed Working Capital
Loan Funding Date), together with all amendments, supplements, schedules and exhibits thereto and
the Ancillary Documents relating thereto, each of which (a) has been duly authorized, executed and
delivered by each Person party thereto, and (b) is in full force and effect.



Section 4. Governing Law. THIS WORKING CAPITAL LOAN FUNDING NOTICE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF
AMERICA, WITHOUT REFERENCE TO CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW).



The undersigned is executing this Working Capital Loan Funding Notice not in its individual
capacity but in its capacity as an Authorized Officer of the Borrower.



[The remainder of this page is intentionally blank. The next page is the signature page.]




 


G-5









 







IN WITNESS WHEREOF, the undersigned have caused this Working Capital Loan Funding Notice to be
duly executed and delivered as of the day and year first written above.



	 	 	 	 	 
	 	SOUTHWEST GEORGIA ETHANOL, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 


G-6











 




EXHIBIT H

to Senior Credit Agreement




FORM OF NON-U.S. LENDER STATEMENT




Reference is made to the Senior Credit Agreement (as amended, modified or otherwise
supplemented from time to time in accordance with its terms, the “Senior Credit
Agreement”), dated as of November 20, 2007, by and among SOUTHWEST GEORGIA ETHANOL, LLC, a
Georgia limited liability company, as Borrower, each of the Lenders from time to time party
thereto, 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. Capitalized terms used herein but not otherwise
defined herein shall have the respective meanings set forth in the Senior Credit Agreement.




The undersigned Non-U.S. Lender hereby certifies as follows:



1. The Non-U.S. Lender is the beneficial owner of any and all interests in the Obligations
that it holds.



2. The Non-U.S. Lender is not a “United States person” as defined in Code Section 7701(a)(30).
Code Section 7701(a)(30) defines a United States person as a citizen or resident of the United
States; a domestic partnership; a domestic corporation; an estate (other than a foreign estate);
and a trust if a court within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have the authority to control all
substantial decisions of the trust.




3. The Non-U.S. Lender is not a “bank” described in Section 881(c)(3)(A) of the Code.



4. The Non-U.S. Lender undertakes to notify the Borrower and Administrative Agent promptly
upon the obsolescence or invalidity of this Non-U.S. Lender Statement if, following the execution
date hereof, any statement herein ceases to be true at any time while the Non-U.S. Lender is
entitled to payments of interest by the Borrower under the Financing Documents.



 


H-1









 






The undersigned Non-U.S. Lender acknowledges that this Non-U.S. Lender Statement is executed
and delivered in order to substantiate its entitlement to an exemption from U.S. withholding tax
under the Code. Further, the undersigned
individual certifies that it has the requisite authority to execute and deliver this document
for the Non-U.S. Lender.



	 	 	 	 	 
	 	[NAME OF NON-U.S. LENDER]

 	 
	 	By:  	 	 
	 	Print Name:  	 
	 	Title:  	 	 
	 	Date:  	 	 
	 




 


H-2











 




EXHIBIT I

to Senior Credit Agreement




[FORM OF]

INSURANCE CONSULTANT’S CERTIFICATE




November 20, 2007




WestLB AG, New York Branch,

as Administrative Agent for the Lenders

1211 Avenue of the Americas

New York, NY 10036

Attention: Andrea Bailey

Phone: 212-597-1158

Facsimile: 212-302-7946

E-mail Address: NYC_Agency_Services@WestLB.com




Re: SOUTHWEST GEORGIA ETHANOL, LLC




Ladies and Gentlemen:




The undersigned, a duly authorized officer of Moore-McNeil, LLC (the “Insurance
Consultant”), hereby provides this letter to you in accordance with Section 6.01(p) of
that certain Senior Credit Agreement (as amended, supplemented or otherwise modified from time to
time, the “Senior Credit Agreement”), dated as of November 20, 2007, by and among SOUTHWEST
GEORGIA ETHANOL, LLC (the “Borrower”), each of the Lenders from time to time party hereto,
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. Capitalized terms used herein but not defined herein
shall have the respective meanings assigned to such terms in the Senior Credit Agreement or, if not
defined therein, in the common practice of the insurance industry.



The Insurance Consultant acknowledges that pursuant to the Senior Credit Agreement, the
Lenders will be providing financing to the Borrower for the construction of the Project and in so
doing will be relying on this certificate, the Insurance Consultant’s report dated November 15,
2006 and the Insurance Consultant’s Opinion dated October 3, 2007. The Insurance Consultant
certifies that attached hereto as Attachment 1 is a true, correct and complete copy of each
of such report and such opinion, and each of such report and such opinion represents the Insurance
Consultant’s professional opinion as of the date thereof. Further, since the date of such report,
nothing has come to our attention that would cause us to change that report.


 


I-1









 





The Insurance Consultant hereby further certifies to the Administrative Agent that:




	 	(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;





The Borrower’s insurance broker has evidenced binders and has confirmed that:




	 	•	 	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









 










It is our opinion that on the basis of the binders and information evidenced to us by the
Borrower and its insurance broker, the insurance evidenced is in compliance with the
material insurance requirements of the Project Documents and with the requirements of the
Senior Credit Agreement.



A copy of the Borrower’s insurance broker’s certificate confirming the matters set forth above
is attached hereto as Attachment 2.



[The remainder of this page is intentionally blank. The next page is the signature page.]




 


I-3









 







IN WITNESS WHEREOF, the undersigned has caused this Insurance Consultant’s Certificate to be
duly executed by an authorized offer as of the date first above written.



	 	 	 	 	 
	 	MOORE-MCNEIL, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 


I-4









 





	 	 	 	 	 



ATTACHMENT 1

to Insurance Consultant’s Certificate




INSURANCE CONSULTANT’S REPORT AND OPINION




 


 









 





ATTACHMENT 2

to Insurance Consultant’s Certificate




CERTIFICATE OF BORROWER’S INSURANCE BROKER





	To: Moore-McNeil, LLC
	 
	 	 	[                                          ]
	 
	 	 	[                                          ]
	 
	 	 	[                                          ]
	 
	 	 	Attention: [                                          ]





The undersigned has acted as insurance broker for SOUTHWEST GEORGIA ETHANOL, LLC, a Georgia
limited liability company (the “Borrower”) in connection with that certain Senior Credit
Agreement (as amended, supplemented or otherwise modified from time to time, the “Senior Credit
Agreement”), dated as of November 20, 2007, by and among the Borrower, each of the Lenders from
time to time party hereto, 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.



The undersigned confirms that:




	 	(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.





IN WITNESS WHEREOF, the undersigned has caused this Certificate of Borrower’s Insurance Broker
to be duly executed by an authorized offer as of the date first above written.



	 	 	 	 	 
	 	[Insurance Broker]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 


2











 

`


EXHIBIT J-1

to Senior Credit Agreement




[FORM OF]

INDEPENDENT ENGINEER’S CLOSING CERTIFICATE




[Letterhead of Independent Engineer]




[____________] __, 2007




WestLB AG, New York Branch,

as Administrative Agent for the Lenders

1211 Avenue of the Americas

New York, NY 10036





	 	Re:  	 	Independent Engineer’s Report
Southwest Georgia Ethanol, LLC Project





Ladies and Gentlemen:




This letter is furnished pursuant to Section 6.01(q) of that certain Senior Credit Agreement
(as amended, supplemented or otherwise modified from time to time, the “Senior Credit
Agreement”), dated as of November 20, 2007, by and among SOUTHWEST GEORGIA ETHANOL, LLC, as
Borrower (the “Borrower”), each of the Lenders from time to time party thereto, 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. Capitalized terms used herein but not otherwise defined herein
shall have the respective meanings set forth in the Senior Credit Agreement.



The Independent Engineer has been retained by the Administrative Agent as the Independent
Engineer and it has prepared an Independent Engineer’s Report dated [_____], 2007 (the
“Report”), a copy of which is attached hereto as Exhibit A. The Report was prepared
pursuant to the scope of services under our Professional Services Agreement with the
Administrative Agent, acting as Agent for the Lenders and those services were provided in
accordance with the standards of care normally practiced by professional engineers and consultants
performing the same or similar services on like projects. In connection with preparation of the
Report, the Independent Engineer participated in meetings or telephone discussions with
representatives of the Borrower, the Administrative Agent and their respective counsels, the
Design-Build Contractor and other third parties in regard to the Project (the “Facility”).


 


J-1-1









 





For purposes of this certificate, the Independent Engineer has, at the request of the
Administrative Agent, carried out certain limited procedures for the period commencing
[_____]1, 2007 and ending on [_____]2, 2007, consisting solely of
the making of inquiries of the Borrower, the Design-Build Contractor and any other third party
deemed appropriate, as to whether there has been any material change in the information provided
by them, and upon which the Independent Engineer relied, for purposes of the Report. These
procedures would not be sufficient under the standards of care normally practiced by professional
engineers and consultants performing the same or similar services on like projects to enable the
Independent Engineer to express an opinion as to the matters covered by the Report and would not
necessarily reveal matters of significance with respect to the statement in the last sentence of
this paragraph. The Independent Engineer, therefore, expresses no opinion as to the matters
covered by the Report as of any date subsequent to the date of the Report and makes no
representations as to the sufficiency of the foregoing procedures for the Administrative Agent’s
purposes. Nothing has come to the attention of the Independent Engineer as a result of the
foregoing procedures, however, that caused the Independent Engineer to believe that, as of
[_____], 2007, the opinions of the Independent Engineer set forth in the Report were not
correct.



The Independent Engineer disclaims any obligation to update this letter. This letter is not
intended to, and may not, be relied on by any party other than the Administrative Agent and the
Senior Secured Parties.



[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









 









IN WITNESS WHEREOF, the undersigned authorized representatives have caused this Independent
Engineer’s Certificate to be duly executed as of the date first above written.



	 	 	 	 	 
	 	Harris Group Inc.

 	 
	 	By:  	 	 
	 	 	Name:  
Title:	 	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



J-1-3





 


 









 







EXHIBIT A

to Independent Engineer’s Closing Certificate




INDEPENDENT ENGINEER’S REPORT







Exhibit A









 







EXHIBIT J-2

to Senior Credit Agreement




[FORM OF]

INDEPENDENT ENGINEER’S CERTIFICATE




[Letterhead of Independent Engineer]




[DATE]




WestLB AG, New York Branch,

as Administrative Agent for the Lenders

1211 Avenue of the Americas

New York, NY 10036





	 	 	 	Re: SOUTHWEST GEORGIA ETHANOL, LLC





Ladies and Gentlemen:



The undersigned, a duly authorized representative of Harris Group Inc. (“We” or the
“Independent Engineer”), hereby provides this certificate to you in accordance with Section
6.02(b) of that certain Senior Credit Agreement (as amended, supplemented or otherwise modified
from time to time, the “Senior Credit Agreement”), dated as of November 20, 2007, by and
among SOUTHWEST GEORGIA ETHANOL, LLC, as Borrower (the “Borrower”), each of the Lenders
from time to time party thereto, 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. Capitalized terms
used herein but not otherwise defined herein shall have the respective meanings set forth in the
Senior Credit Agreement.



The Independent Engineer certifies that it has reviewed the Funding Notice dated [
_____

,
200[_]] (the “Current Funding Notice”) and the reports and documents attached thereto and
other material relating to the Project as it believes are necessary to establish the accuracy of
this certificate. The Independent Engineer’s review and observations were performed within the
scope of our professional services agreement with the Administrative Agent and in accordance with
standards of care normally practiced by professional engineers and consultants performing the same
or similar services on like projects, including such investigations, observations and review as We
in our professional capacity deemed necessary under the circumstances. We have visited the Project
periodically and have observed the progress of construction activities. We last visited the
Project on [ date ]. Based on the foregoing review and review procedures and on the
understanding and assumption that We have been provided true, correct, and complete information
from the Borrower (including all information provided
by contractors or subcontractors and attached to the Current Funding Notice) as to the matters
covered by the Current Funding Notice, as of the date of the Current Funding Notice, We certify in
our professional opinion that:


 


J-2-1









 





(i) the Independent Engineer has no reason to believe that the Final Completion Date will not
occur on or prior to the Conversion Date Certain;



(ii) it is the opinion of the Independent Engineer that sufficient funds remain available to
the Borrower, including under the Senior Credit Agreement and under the Accounts Agreement, to
complete the Project in accordance with the applicable construction schedule, the Design-Build
Agreement and the Senior Credit Agreement[, except as set forth in Exhibit J-1 hereto];



(iii) while We have not conducted a comprehensive examination, in the course of our normal and
routine work, nothing has come to our attention which would give us reason to believe that the
statements contained in the Current Funding Notice are not true and correct[, except as set forth
on Exhibit J-1 hereto];



(iv) in addition, the Independent Engineer further certifies that, [except as set forth in
Exhibit J-1 hereto,] it has no knowledge of any event of force majeure under any Project
Document nor of any Default or Event of Default that has occurred and is continuing.



(v)  [the Funding requested pursuant to the Current Funding Notice is in compliance with the
applicable Drawdown Schedule(s)] [the Funding requested pursuant to the Current Funding Notice is
in excess of the applicable Drawdown Schedule(s) in the amount and for the reasons set forth on
Exhibit J-1 hereto, and the Independent Engineer recommends approval of such variations];



(vi)  the amount of all previous Fundings have been applied to Project Costs in a manner
consistent with the relevant Funding Notice.



[The remainder of this page is intentionally blank. The next page is the signature page.]




 


J-2-2









 







IN WITNESS WHEREOF, the undersigned authorized representatives have caused this Independent
Engineer’s Certificate to be duly executed as of the date first above written.



	 	 	 	 	 
	 	Harris Group Inc.

 	 
	 	By:  	 	 
	 	 	Name:  

Title:	 	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



J-2-3




 


 









 





EXHIBIT J-1

to Independent Engineer’s Certificate




EXCEPTIONS





 


Exhibit J-1











 




			
	Southwest Georgia Ethanol, LLC — Financial Model
	 	Disclaimer






DISCLAIMER




CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS



This financial model and the other materials provided by the Company contain forward-looking
statements. These statements relate to anticipated future events, future results of operations or
future financial performance. These forward-looking statements include, but are not limited to,
statements relating to the market and prices for ethanol and distillers grains, the availability
and price of corn, the price of natural gas, the prices of water, electricity and other utilities,
the marginal benefits, if any, of the Company’s price hedging strategies, and future legislation
and policy initiatives affecting ethanol supply and demand. In some cases, you can identify
forward-looking statements by terminology such as “may,” “might,” “will,” “should,” “intends,”
“expects,” “plans,” “goals,” “projects,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential,” or “continue” or the negative of these terms or other comparable terminology.



These forward-looking statements are only illustrations using assumptions provided by or reviewed
by independent consultants, are uncertain and involve substantial known and unknown risks,
uncertainties and other factors which may cause the Company (or the U.S. ethanol industry’s) actual
results, levels of activity or performance to be materially different from any future results,
levels of activity or performance expressed or implied by these forward-looking statements.



The Company cannot guarantee future results, levels of activity or performance. Prospective
investors should not place undue reliance on these forward-looking statements, which speak only as
of the date that they were made. These cautionary statements should be considered with any written
or oral forward-looking statements that the Company may issue in the future. Except as required by
applicable law, the Company does not presently intend to update any of these illustrative
forward-looking statements to conform these statements to reflect actual results, later events or
circumstances or to reflect the occurrence of unanticipated events.



This financial model was designed by the Company as an illustration using assumptions provided or
reviewed by independent consultants to demonstrate the relationships among the economic factors
which these independent consultants expect to be principally responsible for the Company’s future
results of operations and financial performance. However, the assumptions underlying this financial
model are necessarily subjective. The Company cannot be sure that these assumptions are correct or
predict whether they will be correct in the future, and these assumptions are not indicative of the
Company’s own assumptions and projections. Accordingly, the Company cannot guarantee that this
financial model fully or correctly demonstrates the relationships among the economic factors
comprised by this financial model. The Company also does not represent or warrant that the
financial model is without flaws in its logic or mechanics, although the Company has used its best
efforts to design and build the financial model to demonstrate forecasted financial operations and
financial performance based on the stated assumptions.




	 	 	 
	

	 	






			
	WestLB AG
	 	Strictly Private and Confidential









 


 








 








			
	Southwest Georgia Ethanol, LLC — Financial Model
	 	Summary and Assumptions






First United Ethanol, LLC

WestLB Model

Summary & Assumptions




	 	 	 	 	 
	Construction / Development	 	 	 	 
	EPC Cost
	 	$	131,642,000	 
	Total Project Cost
	 	$	184,915,709	 
	Notice to Proceed
	 	Jun-07	 
	Substantial Completion
	 	Oct-08	 
	Commercial Operations
	 	Nov-08	 
	Final Completion
	 	Dec-08	 
	Conversion
	 	Dec-08	 
	Contingency / (Projected Hard & Soft Costs)
	 	 	4.2	%
	C/T Contingency ($)
	 	$	650,000	 
	W/C Contingency (S)
	 	$	3,150,000	 
	Total Contingency
	 	$	3,800,000	 






	 	 	 	 	 
	Process Inputs	 	 	 	 
	Operating Days per year
	 	 	353	 
	Hours per day
	 	 	24	 
	Yield (denat.gal / bushel)
	 	 	2.80	 
	BTU Natural Gas Usuage
	 	 	3,400,000	 
	Electrical Consumption (kWh/gal)
	 	 	1.00	 
	Escalation
	 	 	2.30	%
	Ethanol
	 	 	 	 
	Yield ( gal / bushel)
	 	 	2.80	 
	Denatured Fuel Ethanol (GPY)
	 	 	100,000,000	 
	% Contracted
	 	 	100.0	%
	Corn
	 	 	 	 
	Bushels Required (MM/yr)
	 	 	35,714,286	 
	% Contracted
	 	 	100.0	%
	Corn Commission Costs ($/bushel)
	 	$	0.00	 
	Tons per year
	 	 	284,000	 
	Tons per year
	 	 	284,000	 
	WDGS
	 	 	 	 
	Tons per year
	 	 	63,000	 
	Carbon Dioxide Gas
	 	 	 	 
	Capacity (tons per year)
	 	 	220.000	 
	Contracted (tons per year)
	 	 	80,000	 






	 	 	 	 	 
	Size of Facilities	 	 	 	 
	Senior Debt
	 	 	 	 
	C/T Loan
	 	$	100,000,000	 
	Working Capital
	 	$	15,000,000	 
	Subordinated Debt
	 	$	10,000,000	 
	Equity
	 	$	74,915,709	 






	 	 	 	 	 
	Credit Spreads	 	 	 	 
	C/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. & Sweeps	 	 	 	 
	Mandatory Amortization
	 	 	 	 
	C/T Loan
	 	 	6.0	%
	Subordinated Debt
	 	 	0.0	%
	Cash Sweep
	 	 	 	 
	C/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 Amount	 
	Year 1 Post Conversion
	 	 	80.00	%	 	 	5.00	%	 	$	5,000,000	 
	Year 2 Post Conversion
	 	 	60.00	%	 	 	5.00	%	 	$	5,000,000	 
	Year 3 Post Conversion
	 	 	40.00	%	 	 	5.00	%	 	$	5,000,000	 
	Year 4 Post Conversion
	 	 	20.00	%	 	 	5.00	%	 	$	5,000,000	 
	Year 5 Post Coversion
	 	 	0.00	%	 	 	5.00	%	 	$	5,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Subordinated Debt
	 	 	100.00	%	 	 	0.00	%	 	$	—	 






Target Balance Analysis (in $ millions)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	C/T Loan Amount	 	Target Balance Amount	 	 	Base Case Ending Balance	 	 	Over /(Under) achievement	 
	Year 1 Post Conversion
	 	 	80.0	 	 	 	63.3	 	 	 	16.7	 
	Year 2 Post Conversion
	 	 	60.0	 	 	 	33.6	 	 	 	26.4	 
	Year 3 Post Conversion
	 	 	40.0	 	 	 	3.7	 	 	 	36.3	 
	Year 4 Post Conversion
	 	 	20.0	 	 	 	0.0	 	 	 	20.0	 
	Year 5 Post Coversion
	 	 	0.0	 	 	 	0,0	 	 	 	0.0	 
	Subordinated 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	 	 	$/gal	 
	C/T Loan
	 	$	100,000,000	 	 	 	54.1	%	 	 	1.00	 
	Subordinated Debt
	 	 	10,000,000	 	 	 	5.4	%	 	 	0.10	 
	Equity
	 	 	74,915,709	 	 	 	40.5	%	 	 	0.75	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Funded Sources
	 	$	184,915,709	 	 	 	100.00	%	 	 	1.85	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Working Capital Facility
	 	$	15,000,000	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	Total Unfunded Sources
	 	$	15,000,000	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Uses	 	Amount	 	 	Capitalization	 	 	$/gal	 
	Construction Cost Incurred to Date
	 	$	76,746,800	 	 	 	41.5	%	 	 	0.77	 
	Remaining Hard & Soft Costs
	 	 	89,866,700	 	 	 	48.6	%	 	 	0.90	 
	Transaction Expenses
	 	 	5,000,000	 	 	 	2.7	%	 	 	0.05	 
	Interest During Construction
	 	 	6,803,792	 	 	 	3.7	%	 	 	0.07	 
	Contingency
	 	 	650,000	 	 	 	0.4	%	 	 	0.01	 
	Debt Service Reserve
	 	 	5,848,417	 	 	 	3.2	%	 	 	0.06	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	Total Funded Uses
	 	$	184,915,709	 	 	 	100.00	%	 	 	1.85	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Working Capital
	 	$	11,850,000	 	 	 	 	 	 	 	 	 
	Contingency
	 	$	3,150,000	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	Total Unfunded Uses
	 	$	15,000,000	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 






			
	 	 	 
	WestLB AG
	 	Strictly Private and Confidential







 


 










 






			
	 	 	 
	Southwest Georgia Ethanol, LLC — Financial Model
	 	Funding Schedule






First United Ethanol, LLC

WestLB Model

Development / Construction




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Development/Construction	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	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	 	 	15	 	 	 	 
	 	 	Project 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 2009	 
	Project 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	 	 	 	0	 	 	 	 	 
	Owner’s Scope
	 	 	11.7	%	 	 	21,619	 	 	 	1,402	 	 	 	1,084	 	 	 	1,084	 	 	 	841	 	 	 	953	 	 	 	748	 	 	 	582	 	 	 	841	 	 	 	411	 	 	 	336	 	 	 	395	 	 	 	914	 	 	 	0	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hard 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	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Legal Public Relations/Consulting
	 	 	0.3	%	 	 	606	 	 	 	5	 	 	 	4	 	 	 	4	 	 	 	3	 	 	 	4	 	 	 	3	 	 	 	2	 	 	 	3	 	 	 	2	 	 	 	1	 	 	 	1	 	 	 	3	 	 	 	0	 	 	 	0	 	 	 	 	 
	Organization & Pre-Production Costs
	 	 	2.1	%	 	 	3,954	 	 	 	343	 	 	 	266	 	 	 	266	 	 	 	206	 	 	 	234	 	 	 	183	 	 	 	142	 	 	 	206	 	 	 	101	 	 	 	82	 	 	 	97	 	 	 	224	 	 	 	0	 	 	 	0	 	 	 	 	 
	Insurance Costs
	 	 	0.2	%	 	 	379	 	 	 	3	 	 	 	3	 	 	 	3	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	1	 	 	 	2	 	 	 	1	 	 	 	1	 	 	 	1	 	 	 	2	 	 	 	0	 	 	 	0	 	 	 	 	 
	Rail Cars
	 	 	0.6	%	 	 	1,040	 	 	 	135	 	 	 	104	 	 	 	104	 	 	 	81	 	 	 	91	 	 	 	72	 	 	 	56	 	 	 	81	 	 	 	39	 	 	 	32	 	 	 	38	 	 	 	88	 	 	 	0	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Soft Costs
	 	 	3.2	%	 	 	5,979	 	 	 	486	 	 	 	376	 	 	 	376	 	 	 	292	 	 	 	331	 	 	 	259	 	 	 	202	 	 	 	292	 	 	 	143	 	 	 	117	 	 	 	137	 	 	 	317	 	 	 	0	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Construction Contingency
	 	 	0.4	%	 	 	650	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	 	 
	Construction Performance Bond
	 	 	0.4	%	 	 	677	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	 	 
	Debt Service Reserve
	 	 	3.2	%	 	 	5,848	 	 	 	(6,542	)	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	3,539	 	 	 	 	 
	Transaction Expenses
	 	 	5.2	%	 	 	9,586	 	 	 	5,000	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other Costs
	 	 	9.1	%	 	 	16,761	 	 	 	(1,542	)	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	3,539	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total 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	 	 	 	3,539	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest During Construction
	 	 	4.8	%	 	 	8,914	 	 	 	73	 	 	 	692	 	 	 	73	 	 	 	73	 	 	 	1,208	 	 	 	73	 	 	 	73	 	 	 	1,612	 	 	 	73	 	 	 	73	 	 	 	1,892	 	 	 	816	 	 	 	73	 	 	 	1,583	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total 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	 	 	 	3,539	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cumulative 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	 	 	 	184,266	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Initial Inventory
	 	 	 	 	 	 	8,379	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	8,379	 	 	 	0	 	 	 	0	 	 	 	 	 
	Initial Working Capital
	 	 	 	 	 	 	3,456	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	3,456	 	 	 	0	 	 	 	0	 	 	 	 	 
	Contingency
	 	 	 	 	 	 	3,150	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Working Capital
	 	 	—	 	 	 	14,985	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	11,835	 	 	 	0	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash Flow from Operations
	 	 	—	 	 	 	10,178,127	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	5,089,063	 	 	 	5,089,063	 	 	 	 	 
	Cumulative
	 	 	 	 	 	 	 	 	 	 	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






First United Ethanol, LLC

WestLB Model

Development/Construction




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	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	 	 	15	 	 	 	 
	 	 	Project 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 2009	 
	Funding for the Development/Construction :
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Availability of Funding
	 	Amount	 	Availability	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Equity
	 	 	74,916	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	 	 
	Subordinated Debt
	 	 	10,000	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	 	 
	C/T Loan
	 	 	100,000	 	 	 	1	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sources of Funds
	 	 	184,916	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cumulative Sources of Funds
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	10,516	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Priority of Funding
	 	Available	 	Total Used	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Equity
	 	 	74,916	 	 	 	74,916	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	 	 
	Cumulative
	 	 	—	 	 	 	—	 	 	 	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	 	 	 	74,916	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subordinated Debt
	 	 	10,000	 	 	 	10,000	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	 	 
	Cumulative
	 	 	—	 	 	 	—	 	 	 	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	 	 	 	10,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	C/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	 	 	 	3,539	 	 	 	 	 
	Cumulative
	 	 	—	 	 	 	—	 	 	 	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	 	 	 	99,350	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Monthly 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	 	 	 	3,539	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cumulative
	 	 	 	 	 	 	 	 	 	 	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	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest 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	 	 	 	10,000	 	 	 	 	 
	Amount outstanding
	 	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	 	 
	Amount Held in Reserve
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest Expense
	 	Monthly	 	 	8.25	%	 	 	73	 	 	 	73	 	 	 	73	 	 	 	73	 	 	 	73	 	 	 	73	 	 	 	73	 	 	 	73	 	 	 	73	 	 	 	73	 	 	 	73	 	 	 	73	 	 	 	73	 	 	 	73	0	 	 	 	 
	Interest Income
	 	Monthly	 	 	5.25	%	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	0	 	 	 	 
	L/C Fee
	 	Monthly	 	 	8.09	%	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	0	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Interest During Construction
	 	 	 	 	 	 	 	 	 	 	73	 	 	 	73	 	 	 	73	 	 	 	73	 	 	 	73	 	 	 	73	 	 	 	73	 	 	 	73	 	 	 	73	 	 	 	73	 	 	 	73	 	 	 	73	 	 	 	73	 	 	 	73	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cumulative Interest During Construction
	 	 	 	 	 	 	 	 	 	 	146	 	 	 	219	 	 	 	292	 	 	 	365	 	 	 	438	 	 	 	510	 	 	 	583	 	 	 	656	 	 	 	729	 	 	 	802	 	 	 	875	 	 	 	948	 	 	 	1,021	 	 	 	1,094	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	C/T Loan
	 
	Amount 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	 	 	 	99,350	 	 	 	 	 
	Amount 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	 	 	 	650	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LIBOR 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	 	 	 	1,342	 	 	 	 	 
	Commitment Fee
	 	Monthly	 	 	 	 	 	 	0	 	 	 	99	 	 	 	0	 	 	 	0	 	 	 	65	 	 	 	0	 	 	 	0	 	 	 	39	 	 	 	0	 	 	 	0	 	 	 	21	 	 	 	2	 	 	 	0	 	 	 	3	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Interest During Construction
	 	 	 	 	 	 	 	 	 	 	0	 	 	 	534	 	 	 	0	 	 	 	0	 	 	 	1,050	 	 	 	0	 	 	 	0	 	 	 	1,453	 	 	 	0	 	 	 	0	 	 	 	1,734	 	 	 	660	 	 	 	0	 	 	 	1,345	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cumulative 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	 	 	 	6,775	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Working Capital Facility
	 	Available	 	page Utilization of WC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest Inventory
	 	 	8,379	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	8,379	 	 	 	8,379	 	 	 	8,379	 	 	 	 	 
	Interest 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	 	 	 	3,456	 	 	 	 	 
	Continquency
	 	 	3,180	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	 	 
	Amount 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	 	 	$	11,835	 	 	 	 	 
	Amount 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	 	 	$	3,165	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LIBOR 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	 	 	 	163	 	 	 	 	 
	Commitment Fee
	 	Monthly	 	 	 	 	 	 	0	 	 	 	14	 	 	 	0	 	 	 	0	 	 	 	14	 	 	 	0	 	 	 	0	 	 	 	14	 	 	 	0	 	 	 	0	 	 	 	14	 	 	 	1	 	 	 	0	 	 	 	3	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net Interest During Construction
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	86	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	83	 	 	 	0	 	 	 	165	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cumulative Interest During Construction
	 	 	 	 	 	 	 	 	 	 	0	 	 	 	86	 	 	 	86	 	 	 	86	 	 	 	86	 	 	 	86	 	 	 	86	 	 	 	86	 	 	 	86	 	 	 	86	 	 	 	86	 	 	 	168	 	 	 	168	 	 	 	334	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest Expense
	 	 	 	 	 	 	 	 	 	 	73	 	 	 	579	 	 	 	73	 	 	 	73	 	 	 	1,129	 	 	 	73	 	 	 	73	 	 	 	1,558	 	 	 	73	 	 	 	73	 	 	 	1,856	 	 	 	813	 	 	 	73	 	 	 	1,577	 	 	 	 	 
	Interest Income
	 	 	 	 	 	 	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	 	 
	Commitment Fee
	 	 	 	 	 	 	 	 	 	 	0	 	 	 	113	 	 	 	0	 	 	 	0	 	 	 	80	 	 	 	0	 	 	 	0	 	 	 	54	 	 	 	0	 	 	 	0	 	 	 	36	 	 	 	3	 	 	 	0	 	 	 	6	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Monthly Total
	 	 	 	 	 	 	 	 	 	 	73	 	 	 	692	 	 	 	73	 	 	 	73	 	 	 	1,208	 	 	 	73	 	 	 	73	 	 	 	1,612	 	 	 	73	 	 	 	73	 	 	 	1,892	 	 	 	816	 	 	 	73	 	 	 	1,583	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cumulative 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






Muse
Stancil


0 — Management Case, 1 — Base Case, 2 — High Case, 3 - Low Case, 4 — Sensitivity Case

Pricing Scenarios            All Price Converted to Nominal Values




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Case	 	Escalation	 	 	Base Year	 	 	1	 	 	2	 	 	3	 	 	4	 	 	5	 	 	6	 	 	7	 	 	8	 	 	9	 	 	10	 	 	11	 	 	12	 	 	13	 	 	14	 	 	15	 	 	16	 
	   2	 	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 2023	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Revenue Inputs
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ethanol 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	 	 	$	2.10	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2 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	 	 	$	1.80	 
	3 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	 	 	 	1.89	 
	4 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	 	 	 	1.71	 
	5 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	 	 	 	1.75	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Current
	 	 	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	 	 	$	2.36	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Muse Ethanol Price Forecast
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Netback 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	 	 	$	1.81	 
	Netback 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	 	 	$	1.78	 
	Channel 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	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Base
	 	 	 	 	 	$	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	 	 	$	1.80	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ethanol Tax Credit
	 	 	0.51	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DDGS 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	 	 	$	244.34	 
	2 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	 	 	$	122.20	 
	3 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	 	 	 	128.31	 
	4 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	 	 	 	116.09	 
	5 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	 	 	$	122.20	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Current
	 	 	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	 	 	$	122.20	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Muse 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	 	 	$	127.35	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WDGS 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	 	 	$	76.26	 
	2 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	 	 	$	56.74	 
	3 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	 	 	 	59.58	 
	4 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	 	 	 	53.90	 
	5 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	 	 	$	56.74	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Current
	 	 	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	 	 	$	56.74	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Muse 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	 	 	$	59.13	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Carbon 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	 	 	$	10.00	 
	2 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	 	 	$	10.00	 
	3 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	 	 	 	10.50	 
	4 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	 	 	 	9.50	 
	5 Sensitivity Case
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Current
	 	 	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	 	 	$	14.39	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Drying [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	 	 	$	200,000	 
	2 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	 	 	 	200,000	 
	3 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	 	 	 	210,000	 
	4 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	 	 	 	190,000	 
	5 Sensitivity Case
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Current
	 	 	—	 	 	$	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






Muse
Stancil


0 — Management Case, 1 — Base Case, 2 — High Case, 3 - Low Case, 4 — Sensitivity Case

Pricing Scenarios           All Price Converted to Nominal Values




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Case	 	Escalation	 	 	Base Year	 	 	1	 	 	2	 	 	3	 	 	4	 	 	5	 	 	6	 	 	7	 	 	8	 	 	9	 	 	10	 	 	11	 	 	12	 	 	13	 	 	14	 	 	15	 	 	16	 
	   2	 	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 2023	 
	Cost Inputs
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Corn 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	 	 	$	5.76	 
	2 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	 	 	$	3.61	 
	3 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	 	 	 	3.79	 
	4 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	 	 	 	3.43	 
	5 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	 	 	$	3.67	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Current
	 	 	 	 	 	$	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	 	 	$	3.61	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Muse 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	 	 	 	3.76	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Corn 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	 	 	$	5.76	 
	2 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	 	 	$	2.77	 
	3 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	 	 	 	2.91	 
	4 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	 	 	 	2.63	 
	5 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	 	 	$	3.67	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Current
	 	 	 	 	 	$	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	 	 	$	2.77	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Muse 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	 	 	 	2.89	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Corn 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	 	 	$	3.61	 
	Local 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	 	 	 	2.77	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Weighted 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	 	 	$	3.55	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Chemicals 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	 	 	$	0.06	 
	2 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	 	 	$	0.06	 
	3 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	 	 	 	0.06	 
	4 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	 	 	 	0.06	 
	5 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	 	 	$	0.06	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Current
	 	 	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	 	 	$	0.09	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Denaturant ($/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	 	 	$	0.09	 
	2 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	 	 	$	0.09	 
	3 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	 	 	 	0.09	 
	4 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	 	 	 	0.08	 
	5 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	 	 	 	0.09	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Current
	 	 	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






Muse Stancil

0 – Management Case, 1 – Base Case, 2 – High Case, 3 – Low Case, 4 – Sensitivity Case

Pricing Scenarios All Prices Converted to Nominal Values




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Case	 	Escalation	 	 	Base Year	 	 	1	 	 	2	 	 	3	 	 	4	 	 	5	 	 	6	 	 	7	 	 	8	 	 	9	 	 	10	 	 	11	 	 	12	 	 	13	 	 	14	 	 	15	 	 	16	 
	2	 	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 2023	 
	Electricity
(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	 	 	$	0.07	 
	2 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	 	 	$	0.07	 
	3 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	 	 	 	0.07	 
	4 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	 	 	 	0.07	 
	5 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	 	 	 	0.07	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Current
	 	 	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	 	 	$	0.10	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Natural 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	 	 	$	12.83	 
	2 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	 	 	$	10.11	 
	3 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	 	 	 	10.61	 
	4 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	 	 	 	9.60	 
	5 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	 	 	 	10.11	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Current
	 	 	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	 	 	$	10.11	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Corn 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	 	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Current
	 	 	 	 	 	$	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	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ethanol 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	 	 	$	0.012	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Current
	 	 	 	 	 	$	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	 	 	$	0.01	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DDGS & 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	 	 	$	0.000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Current
	 	 	 	 	 	$	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
	 	Operations
	First United Ethanol, LLC
	 	 
	westt B Model
	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2	 	 	12	 	 	12	 	 	12	 	 	12	 	 	12	 	 	12	 	 	12	 	 	12	 	 	12	 	 	12	 	 	12	 	 	12	 	 	12	 	 	12	 	 	12	 
	 	 	1	 	 	2	 	 	3	 	 	4	 	 	5	 	 	6	 	 	7	 	 	8	 	 	9	 	 	10	 	 	11	 	 	12	 	 	13	 	 	14	 	 	15	 	 	16	 
	 	 	FY 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 2023	 
	 
	Operations
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inputs
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Revenue
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ethanol ($/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	 	 	$	2.36	 
	DDGS ($/ton)
	 	 	116.44	 	 	 	113.07	 	 	 	114.80	 	 	 	118.56	 	 	 	122.84	 	 	 	123.94	 	 	 	126.21	 	 	 	128.53	 	 	 	129.97	 	 	 	126.64	 	 	 	123.79	 	 	 	123.47	 	 	 	123.15	 	 	 	122.84	 	 	 	122.52	 	 	 	122.20	 
	WDGS ($/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	 	 	 	56.74	 
	CO2 ($/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	 	 	 	14.39	 
	Drying
	 	 	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	 	 	 	287,766.43	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Costs
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Corn ($/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	 	 	$	3.55	 
	Chemicals and Enzymes ($/gallon)
	 	 	0.06	 	 	 	0.06	 	 	 	0.06	 	 	 	0.07	 	 	 	0.07	 	 	 	0.07	 	 	 	0.07	 	 	 	0.07	 	 	 	0.07	 	 	 	0.08	 	 	 	0.08	 	 	 	0.08	 	 	 	0.08	 	 	 	0.08	 	 	 	0.08	 	 	 	0.09	 
	Denaturant ($/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	 	 	 	0.13	 
	Electricity ($/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	 	 	 	0.10	 
	Natural 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	 	 	 	10.11	 
	Corn 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	 	 	 	0.00	 
	Ethanol 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	 	 	 	0.01	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Production Days
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Month of Operation
	 	 	2	 	 	 	12	 	 	 	12	 	 	 	12	 	 	 	12	 	 	 	12	 	 	 	12	 	 	 	12	 	 	 	12	 	 	 	12	 	 	 	12	 	 	 	12	 	 	 	12	 	 	 	12	 	 	 	12	 	 	 	12	 
	Ethanol days of potential operation
	 	 	61	 	 	 	365	 	 	 	365	 	 	 	365	 	 	 	365	 	 	 	365	 	 	 	365	 	 	 	365	 	 	 	365	 	 	 	365	 	 	 	365	 	 	 	365	 	 	 	365	 	 	 	365	 	 	 	365	 	 	 	365	 
	Downtime Days
	 	 	2	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	10	 	 	 	10	 
	Holidays
	 	 	0	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 	 	 	2	 
	Ethanol days of actual operation
	 	 	59	 	 	 	353	 	 	 	353	 	 	 	353	 	 	 	353	 	 	 	353	 	 	 	353	 	 	 	353	 	 	 	353	 	 	 	353	 	 	 	353	 	 	 	353	 	 	 	353	 	 	 	353	 	 	 	353	 	 	 	353	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Annual Capacity
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ethanol
	 	 	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	 	 	 	100,000,000	 
	Distillers 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	 	 	 	284.000	 
	Wet 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	 	 	 	63.000	 
	Carbon 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	 	 	 	80.000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Operating Revenues
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ethanol
	 	$	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	 	 	$	236,163,312	 
	DDGS
	 	 	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	 	 	 	34,705,738	 
	WDGS
	 	 	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	 	 	 	3,574,641	 
	CO2
	 	 	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	 	 	 	1,151,066	 
	Drying
	 	 	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	 	 	 	287,766.43	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total 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
	 	Operations
	First United Ethanel, LLC
	 	 
	westt B Model
	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2	 	 	12	 	 	12	 	 	12	 	 	12	 	 	12	 	 	12	 	 	12	 	 	12	 	 	12	 	 	12	 	 	12	 	 	12	 	 	12	 	 	12	 	 	12	 
	 	 	1	 	 	2	 	 	3	 	 	4	 	 	5	 	 	6	 	 	7	 	 	8	 	 	9	 	 	10	 	 	11	 	 	12	 	 	13	 	 	14	 	 	15	 	 	16	 
	 	 	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 2023	 
	 
	Operations
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cost of Sales
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Corn
	 	$	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	 	 	$	126,771,617	 
	Corn 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	 	 	$	50,000	 
	DDGS Broker Fees
	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 
	WDGS Broker Fees
	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	0	 
	Chemicals 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	 	 	 	8,632,993	 
	Denaturant
	 	 	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	 	 	 	12,676,111	 
	Electricity
	 	 	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	 	 	 	10,071,825	 
	Natural 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	 	 	 	34,360,828	 
	Ethanol 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	 	 	 	1,100,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Variable 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	 	 	$	193,663,375	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payroll & 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	 	 	 	3,221,676	 
	Rail 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	 	 	 	1,331,500	 
	Tanker 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	 	 	 	1,341,000	 
	Eco-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	 	 	 	-1,250,000	 
	Geam 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	 	 	 	1,300,500	 
	NS 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	 	 	 	-60,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Direct 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	 	 	 	4,788,327	 
	Indirect 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	 	 	 	1,267,959	 
	Process 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	 	 	 	150,000	 
	Chemicals for Potable Water
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	Maintence 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	 	 	 	240,000	 
	Other 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	 	 	 	6,446,286	 
	Fixed 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	 	 	 	10,999,462	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total 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	 	 	$	204,662,837	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Corporate 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	 	 	 	5,297,081	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	General & 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	 	 	 	5,297,081	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EBITDA
	 	$	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	 	 	$	65,922,605	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Capex
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Annual 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	 	 	$	65,922,605	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Quarterly 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
	 	$	115,000,000	 
	C&T Loan
	 	$	100,000,000	 
	Working Capital
	 	$	15,000,000	 
	 
	 	 	 	 
	Subordinted 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 Amortization
	 	 	 	 
	C&T Loan
	 	 	6.00	%
	Subordinted Debt
	 	 	0.00	%
	Cash Sweep
	 	 	 	 
	C&T Loan
	 	 	50.00	%






Target Balance Amount




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Qtrly Reduction	 	 	Qtrly Reduction	 	 	 	 
	 	 	Amount	 	 	Rate	 	 	O/S Balance	 
	Mandatory Amortization
	 	 	 	 	 	 	 	 	 	 	 	 
	Year 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	%






Partial Year Factor

Number of Years

First United Ethanol, LLC

Debt Sizing




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 
	 	 	1	 	 	2	 	 	3	 	 	4	 	 	5	 	 	6	 	 	7	 	 	8	 	 	9	 	 	10	 	 	11	 	 	12	 	 	13	 	 	14	 	 	15	 
	 	 	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 2023	 
	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	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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	 	 	 	65,922,605	 
	Capex
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Annual 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	 	 	 	65,922,605	 
	Quarterly 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	 	 	 	16,480,651	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash Sweep
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	First 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	 	 	$	16,480,651	 
	C/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	 	 	 	251,250	 
	Subordinated 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	 	 	 	218,750	 
	Before 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	 	 	 	16,010,651	 
	DSRA 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	 	 	 	16,010,651	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Second 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	 	 	$	16,480,651	 
	C/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	 	 	 	251,250	 
	Subordinated 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	 	 	 	218,750	 
	Before 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	 	 	 	16,010,651	 
	DSRA 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	 	 	 	16,010,651	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Third 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	 	 	$	16,480,651	 
	C/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	 	 	 	251,250	 
	Subordinated 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	 	 	 	218,750	 
	Before 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	 	 	 	16,010,651	 
	DSRA 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	 	 	 	16,010,651	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fourth 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	 	 	$	16,480,651	 
	C/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	 	 	 	251,250	 
	Subordinated 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	 	 	 	218,750	 
	Before 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	 	 	 	16,010,651	 
	DSRA 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







 














 






Southwest Georgia Ethanol, LLC — Financial Model


OpCo Debt


Partial Year Factor 
Number of Years 
First United Ethanol, LLC





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 
	 	 	1	 	 	2	 	 	3	 	 	4	 	 	5	 	 	6	 	 	7	 	 	8	 	 	9	 	 	10	 	 	11	 	 	12	 	 	13	 	 	14	 	 	15	 
	 	 	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 2023	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Construction/Term Loan
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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	%
	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






 


 









 







Southwest Georgia-Ethanol, LLC-Financial Model


OpCo Debt



Partial Year Factor 
Number of Years 
First United Ethanol, LLC




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 
	 	 	1	 	 	2	 	 	3	 	 	4	 	 	5	 	 	6	 	 	7	 	 	8	 	 	9	 	 	10	 	 	11	 	 	12	 	 	13	 	 	14	 	 	15	 
	 	 	FY2009	 	 	FY2010	 	 	FY2011	 	 	FY2012	 	 	FY2013	 	 	FY2014	 	 	FY2015	 	 	FY2016	 	 	FY2017	 	 	FY2018	 	 	FY2019	 	 	FY2020	 	 	FY2021	 	 	FY2022	 	 	FY2023	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subordinated Debt
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	All-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	 	 	$	10,000,000	 
	Interest 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	 	 	 	218,750	 
	Mandatory Amortization
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	Cash Sweep
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	End 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	 	 	 	10,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Second 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	 	 	$	10,000,000	 
	Interest 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	 	 	 	218,750	 
	Mandatory Amortization
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	Cash Sweep
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	End 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	 	 	 	10,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Third 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	 	 	$	10,000,000	 
	Interest 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	 	 	 	218,750	 
	Mandatory Amortization
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	Cash Sweep
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	End 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	 	 	 	10,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fourth 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	 	 	$	10,000,000	 
	Interest 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	 	 	 	218,750	 
	Mandatory Amortization
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	Cash Sweep
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	End 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	 	 	 	10,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total 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	 	 	 	875,000	 
	Total 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	 	 	 	875,000	 
	Outstanding 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




Partial Year Factor
 Number of Years

 First United Ethanol, LLC



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	3	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 
		 	 	 	 	 	1	 	 	2	 	 	3	 	 	4	 	 	5	 	 	6	 	 	7	 	 	8	 	 	9	 	 	10	 	 	11	 	 	12	 	 	13	 	 	14	 	 	15	 
	 	 	 	 	 	 	FY 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 2023	 
	Working 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	 	 	$	11,835,000	 
	Drawn
	 	 	 	 	 	 	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	 	 	 	12,000,000	 
	Undrawn
	 	 	 	 	 	 	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	 	 	 	3,000,000	 
	Interest & 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	 	 	 	251,250	 
	Amount 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	 	 	 	11,835,000	 
	Second 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	 	 	$	11,835,000	 
	Drawn
	 	 	 	 	 	 	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	 	 	 	12,000,000	 
	Undrawn
	 	 	 	 	 	 	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	 	 	 	3,000,000	 
	Interest & 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	 	 	 	251,250	 
	Amount 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	 	 	 	11,835,000	 
	Third 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	 	 	$	11,835,000	 
	Drawn
	 	 	 	 	 	 	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	 	 	 	12,000,000	 
	Undrawn
	 	 	 	 	 	 	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	 	 	 	3,000,000	 
	Interest & 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	 	 	 	251,250	 
	Amount 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	 	 	 	11,835,000	 
	Fourth 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	 	 	$	11,835,000	 
	Drawn
	 	 	 	 	 	 	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	 	 	 	12,000,000	 
	Undrawn
	 	 	 	 	 	 	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	 	 	 	3,000,000	 
	Interest & 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	 	 	 	251,250	 
	Amount 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	 	 	 	11,835,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total 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
	 	 





Partial Year Factor

Number of Years



First United Ethanol, LLC



OpCo
Debt



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 
		 	1	 	 	2	 	 	3	 	 	4	 	 	5	 	 	6	 	 	7	 	 	8	 	 	9	 	 	10	 	 	11	 	 	12	 	 	13	 	 	14	 	 	15	 
		 	FY 2009	 	 	FY 2010	 	 	FY2011	 	 	FY2012	 	 	FY2013	 	 	FY2014	 	 	FY2015	 	 	FY2016	 	 	FY2017	 	 	FY2018	 	 	FY2019	 	 	FY2020	 	 	FY2021	 	 	FY2022	 	 	FY2023	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Debt Service Reserve Account
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pre-Conversion Funding (C/T Loan) — CT Loan
	 	$	3,539,440	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Debt Service Reserve Account — Cash
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	First
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





Partial Year Factor

Number of Years



First United Ethanol, LLC







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 	 	1	 
		 	1	 	 	2	 	 	3	 	 	4	 	 	5	 	 	6	 	 	7	 	 	8	 	 	9	 	 	10	 	 	11	 	 	12	 	 	13	 	 	14	 	 	15	 
		 	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
2023	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SUMMARY
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash 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	 	 	 	65,922,605	 
	Cash 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	 	 	 	64,042,605	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Construction / Term Loan
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest
	 	 	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 Debt
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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	 	 	 	875,000	 
	Mandatory 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	 	 	 	10,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Working Capital
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest & 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	 	 	 	1,005,000	 
	Drawn
	 	 	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	 	 	 	48,000,000	 
	Undrawn
	 	 	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	 	 	 	12,000,000	 
	Amount 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	 	 	 	11,835,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Annual DSRA
Adjustment (Sr-Debt)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cash Available far Equity Distribution
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Opening 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	 	 	 	64,042,605	 
	Ending 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	 	 	$	58,220,550	 
	ANNUAL CREDIT STATS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Term Loan
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Senior DSCR
4.63x 5.88x
	 	 	4.63x	 	 	 	5.79x	 	 	 	7.20x	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 
	EBITDA/ Interest
	 	 	8.92x	 	 	 	14.47x	 	 	 	34.80x	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 
	Ending Balance Debt / EBITDA
	 	 	1.09x	 	 	 	0.58x	 	 	 	0.07x	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 
	EBITDA / 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	 	 	$	0.66	 
	LTV Analysis
	 	 	0.26x	 	 	 	0.14x	 	 	 	0.02x	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 	 	NM	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Term Loan & Working Capital
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Senior 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	 	 	 	65.59x	 
	EBITDA/ 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	 	 	 	65.59x	 
	Ending 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	 	 	 	0,18x	 
	LTV 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	 	 	 	0,05x	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Qtrly 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	 	 	 	5,174,261	 
	On
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







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	 	 	2014	 
	Kev Assumptions
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Denatured Fuel Ethanol (MGPY)
	 	 	 	 	 	 	 	 	 	 	16.67	 	 	 	100.00	 	 	 	100.00	 	 	 	100.00	 	 	 	100.00	 	 	 	100.00	 	 	 	100.00	 
	Ethanol ($/gal)
	 	 	 	 	 	 	 	 	 	$	2.09	 	 	$	2.06	 	 	$	2.07	 	 	$	2.06	 	 	$	2.00	 	 	$	1.93	 	 	$	2.00	 
	DDGS ($/ton)
	 	 	 	 	 	 	 	 	 	 	116.44	 	 	 	113.07	 	 	 	114.80	 	 	 	118.56	 	 	 	122.84	 	 	 	123.94	 	 	 	126.21	 
	WDGS ($/ton)
	 	 	 	 	 	 	 	 	 	 	47.44	 	 	 	48.32	 	 	 	51.39	 	 	 	54.60	 	 	 	56.51	 	 	 	57.07	 	 	 	58.14	 
	Co2 ($/ton)
	 	 	 	 	 	 	 	 	 	 	10.23	 	 	 	10.47	 	 	 	10.71	 	 	 	10.95	 	 	 	11.20	 	 	 	11.46	 	 	 	11.73	 
	Corn ($/bushel)
	 	 	 	 	 	 	 	 	 	 	3.31	 	 	 	3.26	 	 	 	3.31	 	 	 	3.42	 	 	 	3.54	 	 	 	3.57	 	 	 	3.64	 
	 
	Revenues
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ethanol
	 	 	 	 	 	 	 	 	 	$	34,863	 	 	$	205,949	 	 	$	207,297	 	 	$	205,875	 	 	$	199,780	 	 	$	193,127	 	 	$	200.265	 
	DDGS
	 	 	 	 	 	 	 	 	 	 	5,511	 	 	 	32,112	 	 	 	32,604	 	 	 	33,670	 	 	 	34,885	 	 	 	35,198	 	 	 	35,843	 
	 
	 	 	0	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	Co2
	 	 	 	 	 	 	 	 	 	 	—	 	 	 	129	 	 	 	536	 	 	 	876	 	 	 	896	 	 	 	917	 	 	 	938	 
	Drying
	 	 	 	 	 	 	 	 	 	 	150	 	 	 	209	 	 	 	214	 	 	 	219	 	 	 	224	 	 	 	229	 	 	 	235	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Operating Revenues
	 	 	 	 	 	 	 	 	 	 	40,524	 	 	 	238,400	 	 	 	240,651	 	 	 	240,641	 	 	 	235,786	 	 	 	229,471	 	 	 	237,281	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cost of Goods Sold


	
Corn
	 	 	 	 	 	 	 	 	 	$	19,720	 	 	$	116,441	 	 	$	118,226	 	 	$	122,004	 	 	$	126,333	 	 	$	127,499	 	 	$	129,928	 
	Chemicals and Enzymes
	 	 	 	 	 	 	 	 	 	 	1,023	 	 	 	6,279	 	 	 	6,424	 	 	 	6,571	 	 	 	6,722	 	 	 	6,877	 	 	 	7,035	 
	Denaturant
	 	 	 	 	 	 	 	 	 	 	1,502	 	 	 	9,220	 	 	 	9,432	 	 	 	9,649	 	 	 	9,871	 	 	 	10,098	 	 	 	10,330	 
	Electricity
	 	 	 	 	 	 	 	 	 	 	1,194	 	 	 	7,326	 	 	 	7,494	 	 	 	7,667	 	 	 	7,843	 	 	 	8,023	 	 	 	8,208	 
	Natural Gas
	 	 	 	 	 	 	 	 	 	 	5,145	 	 	 	30,668	 	 	 	30,464	 	 	 	29,580	 	 	 	28,832	 	 	 	27,982	 	 	 	28,628	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Variable operating expenses
	 	 	 	 	 	 	 	 	 	 	28,584	 	 	 	169,934	 	 	 	172,040	 	 	 	175,471	 	 	 	179,602	 	 	 	180,479	 	 	 	184,129	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Operating Expenses
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fixed operating expenses
	 	 	 	 	 	 	 	 	 	$	1,396	 	 	$	8,470	 	 	$	8,625	 	 	$	8,784	 	 	$	8,946	 	 	$	9,112	 	 	$	9,282	 
	 
	Gen & Administrative Expenses
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Corporate Overhead
	 	 	 	 	 	 	 	 	 	 	656	 	 	 	4,030	 	 	 	4,108	 	 	 	4,187	 	 	 	4,269	 	 	 	4,352	 	 	 	4,437	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	EBITDA
	 	 	 	 	 	 	 	 	 	$	10,178	 	 	$	57,861	 	 	$	57,966	 	 	$	54,489	 	 	$	45,379	 	 	$	37,973	 	 	$	41,945	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Construction / 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	 	 	 Average	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DSCR
	 	 	4.63	x	 	 	5.88	x 	 	 	4.63	x	 	 	5.79	x	 	 	7.20	x	 	NM	 	 	NM	 	 	NM	 
	EBITDA / Interest
	 	 	8.92	x	 	 	19.40	x	 	 	8.92	x	 	 	14.47	x	 	 	34.80	x	 	NM	 	 	NM	 	 	NM	 
	EBITDA / Gallon
	 	$	0.38	 	 	$	0.51	 	 	$	0.58	 	 	$	0.58	 	 	$	0.54	 	 	$	0.45	 	 	$	0.38	 	 	$	0.42	 
	Ending Balance Debt / EBITDA
	 	 	1.09	x 	 	 	0.58	x 	 	 	1.09	x 	 	 	0.58	x 	 	 	0.07	x 	 	NM	 	 	NM	 	 	NM	 
	Debt / Gallon
	 	 	0.63	x 	 	 	0.34	x 	 	$	0.63	 	 	$	0.34	 	 	$	0.04	 	 	NM	 	 	NM	 	 	NM	 
	Loan-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







Strictly
Private and Confidential

 WestLB
AG














 









			
	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	 	 	12	 
	WestLB Model	 	 	 	 	 	1	 	 	2	 	 	3	 	 	4	 	 	5	 	 	6	 	 	7	 	 	8	 	 	9	 	 	10	 	 	11	 	 	12	 	 	13	 	 	14	 	 	15	 	 	16	 
	Tax
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
2023	 
	 
	EBITDA
	 	 	 	 	 	 	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	 	 	 	65,922,605	 
	Interest
	 	 	 	 	 	 	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	 	 	 	1,880,000	 
	Depreciation
	 	 	 	 	 	 	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	 	 	 	8,500,000	 
	Amortization
	 	 	 	 	 	 	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	 	 	 	3,800,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pretax 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	 	 	$	51,742,605	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other Income
	 	 	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net 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	 	 	$	51,742,605	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loss 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	 	 	 	20,697,042	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net 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







 














 




EXHIBIT L

to Senior Credit Agreement




[FORM OF]

OPERATING STATEMENT




	 	 	 
	WestLB AG, New York Branch
	1211 Avenue of the Americas
	New York, NY 10036
	Attention:

	 	Andrea Bailey
	Telephone:

	 	(212) 597-1158 
	Facsimile:

	 	(212) 302-7946 
	E-mail:

	 	NYC_Agency_Services@WestLB.com






Date: [                    ]




Reference is hereby made to that certain Senior Credit Agreement (as amended, supplemented or
otherwise modified from time to time, the “Senior Credit Agreement”), dated as of November
20, 2007, by and among SOUTHWEST GEORGIA ETHANOL, LLC, (the “Borrower”), each of the
Lenders from time to time party hereto, 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. Capitalized terms
used herein but not defined herein shall have the respective meanings assigned to such terms in the
Senior Credit Agreement.




The Borrower hereby represents and certifies as follows:



1. This Operating Statement is the Operating Statement described in the Senior Credit
Agreement, and it is delivered to the Administrative Agent pursuant to Section 7.03(o) (Operating
Statements) of the Senior Credit Agreement.



2. The individual executing this Operating Statement is an Authorized Officer of the Borrower.



3. This Operating Statement is being delivered to the Administrative Agent within forty-five
(45) days after the end of the Fiscal Quarter ending on [_____], 20[_____].



4. The ethanol, Distillers Grains, and other products produced and sold by the Project during
the period covered by this Operating Statement are reflected in
the chart below entitled “Production and Sales of Ethanol, Distillers Grains and Other
Products”.


 


L-1









 





5. Each of the expenses reflected in the chart below entitled “Actual to Budgeted Operating
Expenses” for the year to date, and for each month or quarter in such year, did not exceed the
provision for each such period contained in the Operating Budget then in effect by more than ten
percent (10%) in the aggregate [if this certification cannot be made, Borrower to provide detailed
explanation].



6. Subject to auditing review, this Operating Statement is complete and correct in all
material respects.


 


L-2









 





A. PRODUCTION AND SALES OF ETHANOL, DISTILLERS GRAINS AND OTHER PRODUCTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Year-to-Date	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Month 1 of Most	 	 	Month 2 of Most	 	 	Month 3 of Most	 	 	[Note: only for	 	 	 	 
	 	 	Most Recent	 	 	Recent Fiscal	 	 	Recent Fiscal	 	 	Recent Fiscal	 	 	year-end	 	 	 	 
	 	 	Fiscal Quarter	 	 	Quarter	 	 	Quarter	 	 	Quarter	 	 	statements]	 	 	 	 
	 	 	Actual	 	 	Budget	 	 	Actual	 	 	Budget	 	 	Actual	 	 	Budget	 	 	Actual	 	 	Budget	 	 	Actual	 	 	Budget	 	 	Variance	 
	ETHANOL PRODUCED
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DISTILLERS GRAINS
PRODUCED
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OTHER PRODUCTS
PRODUCED
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ETHANOL SOLD
PURSUANT TO ETHANOL
AGREEMENT
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DISTILLERS GRAINS
SOLD PURSUANT TO DG
MARKETING AGREEMENT
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OTHER SALES OF
ETHANOL1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OTHER SALES OF
DISTILLERS
GRAINS2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SALES 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 EXPENSES4




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Year-to-Date	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Month 1 of Most	 	 	Month 2 of Most	 	 	Month 3 of Most	 	 	[Note: only for	 	 	 	 
	 	 	Most Recent Fiscal	 	 	Recent Fiscal	 	 	Recent Fiscal	 	 	Recent Fiscal	 	 	year-end	 	 	 	 
	 	 	Quarter	 	 	Quarter	 	 	Quarter	 	 	Quarter	 	 	statements]	 	 	 	 
	 	 	Actual	 	 	Budget	 	 	Actual	 	 	Budget	 	 	Actual	 	 	Budget	 	 	Actual	 	 	Budget	 	 	Actual	 	 	Budget	 	 	Variance	 
	OPERATION AND MAINTENANCE
EXPENSES FOR THE PROJECT
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Expenses of administering,
managing and operating the
Project
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Expenses for maintaining the
Project in good repair and
operating condition
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Costs associated with supply
and transportation of all
supplies and raw materials to
the Project
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Costs associated with
distribution and sale of
ethanol for the Project
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Insurance 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 EXPENSES4




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Year-to-Date	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Month 1 of Most	 	 	Month 2 of Most	 	 	Month 3 of Most	 	 	[Note: only for	 	 	 	 
	 	 	Most Recent Fiscal	 	 	Recent Fiscal	 	 	Recent Fiscal	 	 	Recent Fiscal	 	 	year-end	 	 	 	 
	 	 	Quarter	 	 	Quarter	 	 	Quarter	 	 	Quarter	 	 	statements]	 	 	 	 
	 	 	Actual	 	 	Budget	 	 	Actual	 	 	Budget	 	 	Actual	 	 	Budget	 	 	Actual	 	 	Budget	 	 	Actual	 	 	Budget	 	 	Variance	 
	Property, 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 Project
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Costs and fees regarding
Necessary Project Approvals
incurred on or after the
Closing Date for Project
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Legal, accounting and other
professional fees attendant
to any of the foregoing items
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Costs incurred pursuant to
Interest Rate Protection
Agreements and Commodity Risk
Management Plan
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other costs and expenses
included in the Operating
Budget
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MAINTENANCE CAPITAL EXPENSES
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	REVENUE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Revenue
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COST OF GOODS SOLD
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inputs
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total [      ] Cost
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Other Inputs
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 


L-5









 





B. ACTUAL TO BUDGETED OPERATING EXPENSES4




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Year-to-Date	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Month 1 of Most	 	 	Month 2 of Most	 	 	Month 3 of Most	 	 	[Note: only for	 	 	 	 
	 	 	Most Recent Fiscal	 	 	Recent Fiscal	 	 	Recent Fiscal	 	 	Recent Fiscal	 	 	year-end	 	 	 	 
	 	 	Quarter	 	 	Quarter	 	 	Quarter	 	 	Quarter	 	 	statements]	 	 	 	 
	 	 	Actual	 	 	Budget	 	 	Actual	 	 	Budget	 	 	Actual	 	 	Budget	 	 	Actual	 	 	Budget	 	 	Actual	 	 	Budget	 	 	Variance	 
	Change in Inventory
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Inputs
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Labor
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Process/Tech Labor
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Maintenance Labor
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Labor
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other Project Overhead
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Maintenance Parts and
Supplies
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Safety Supplies
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other Operating Supplies
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Contract Labor
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Plant Management and
Administration Labor
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Office Supplies
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Communication Expense
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Travel
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Training & Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fuel
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Rental Equipment
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Environmental Testing
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Plant Level Consultants
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Other Project Overhead
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Cost of Goods Sold
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sales Expenses
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Marketing Fees (Including
Discounts)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 


L-6









 





B. ACTUAL TO BUDGETED OPERATING EXPENSES4




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Year-to-Date	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Month 1 of Most	 	 	Month 2 of Most	 	 	Month 3 of Most	 	 	[Note: only for	 	 	 	 
	 	 	Most Recent Fiscal	 	 	Recent Fiscal	 	 	Recent Fiscal	 	 	Recent Fiscal	 	 	year-end	 	 	 	 
	 	 	Quarter	 	 	Quarter	 	 	Quarter	 	 	Quarter	 	 	statements]	 	 	 	 
	 	 	Actual	 	 	Budget	 	 	Actual	 	 	Budget	 	 	Actual	 	 	Budget	 	 	Actual	 	 	Budget	 	 	Actual	 	 	Budget	 	 	Variance	 
	Cost of Goods Sold
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Sales Expenses
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SG&A
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Corporate Salaries
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Corporate (Plant Level) -
Salaries
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Corporate Expense
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Plant Mgmt Expense (PECA)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mgmt Fees
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Prop Taxes
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total SG&A
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest and Depreciation
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest Expense
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Depreciation & Amortization
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 


L-7









 







IN WITNESS WHEREOF, the undersigned has caused this Operating Statement to be duly executed as of
the date first above written.



	 	 	 	 	 	 	 
	 	 	SOUTHWEST GEORGIA ETHANOL, LLC,

as Borrower	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 





 


L-8









 





EXHIBIT M

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




This BLOCKED ACCOUNT AGREEMENT (this “Agreement”), dated as of [                    ], is entered
into by and among WESTLB AG, NEW YORK BRANCH, as collateral agent (the “Collateral Agent”),
SOUTHWEST GEORGIA ETHANOL, LLC, a Georgia limited liability company (the “Debtor”), and
[                    ], a bank organized and existing under the laws of [                    ], as depositary bank (the
“Bank”).



RECITALS




WHEREAS, the Debtor has entered into that certain Senior Credit Agreement, dated as of
November 20, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the
“Senior Credit Agreement”), among the Debtor, each of the Lenders from time to time party
thereto, WestLB AG, New York Branch, as Administrative Agent for the Lenders, the Collateral Agent,
and WestLB AG, New York Branch, as Lead Arranger, Sole Bookrunner, Syndication Agent, pursuant to
which, among other things, the Lenders have committed to make loans to, and for the benefit of, the
Debtor;



WHEREAS, pursuant to the Senior Credit Agreement, Debtor has agreed to execute and deliver
this Agreement in order to perfect a first-priority security interest in all of Debtor’s rights,
title and interest in, to and under the Account (as defined below) in favor of the Collateral
Agent, for the benefit of the Senior Secured Parties (as defined in the Senior Credit Agreement);



WHEREAS, pursuant to that certain Indenture of Trust dated as of November 1, 2006 (the
“Bond Indenture”) between the Mitchell County Development Authority (“Mitchell
County”) as bond issuer and Regions Bank, in its capacity as trustee (the “Bond
Trustee”) of the Mitchell County Development Authority Revenue Bonds (First United Ethanol, LLC
Project), Series 2006 (the “Bonds”), Mitchell County has issued and delivered the Bonds;



WHEREAS, Mitchell County has lent the proceeds of the Bonds (the “Subordinated Debt”)
to First United Ethanol, LLC (“FUEL”) pursuant to that certain Loan Agreement dated as of
November 1, 2006 (the “Subordinated Loan Agreement”) between FUEL and Mitchell County, and
pursuant to the Bond Indenture, Mitchell County has assigned to the Bond Trustee its rights and
obligations under the Subordinated Loan Agreement, except for the rights reserved in Granting
Clause I of the Bond Indenture, and FUEL has assigned to Debtor, and Debtor has assumed, all of
FUEL’s rights and obligations under the Subordinated Loan Agreement; and



WHEREAS, the Debtor is the owner of Account No. [                    ] in the Bank’s branch in [                    ],
[                    ] (currently located at [                    ]) (the “Account”), and the Account is a Local Account
as defined in and under the terms of the Senior Credit Agreement;



NOW, THEREFORE, in consideration of the promises and the agreements contained herein and in
the Senior Credit Agreement and other good and valuable consideration, including, without
limitation, the benefits that the Debtor will receive from advances of credit to it contemplated
thereby, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
set forth in this Agreement.


 


 









 





ARTICLE I

DEFINITIONS




As used in this Agreement, the term “UCC” shall mean the Uniform Commercial Code as in
effect from time to time in the State of New York; provided, however, in the event
that, by reason of mandatory provisions of law, any or all of the perfection or priority of the
security interest of the Collateral Agent in the Account and the Blocked Account Collateral (as
defined below) is governed by the Uniform Commercial Code as in effect in a jurisdiction other than
the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect
in such other jurisdiction for purposes of provisions relating to such perfection or priority and
for purposes of definitions related to such provisions as the context requires. All terms used in
this Agreement that are defined in the UCC shall have the respective meanings given to those terms
in the UCC, except where the context otherwise requires.



ARTICLE II

GRANT OF SECURITY INTEREST




Section 2.1. First-Priority Security Interest of Collateral Agent. As security for
the prompt and complete payment and performance when due (whether at stated maturity, by
acceleration, or otherwise) of any and all of the Obligations (as defined in the Senior Credit
Agreement) now existing or hereafter arising, and howsoever evidenced, the Debtor, in accordance
with the terms of the Assignment and Security Agreement dated as of [ ], 2007 between the Debtor
and the Collateral Agent (as the same may be amended, restated, modified or supplemented from time
to time, the “Security Agreement”), has collaterally assigned, conveyed, pledged,
hypothecated, and transferred to the Collateral Agent, and granted and created a lien on and
first-priority security interest in favor of the Collateral Agent in, for the equal and ratable
benefit of the Senior Secured Parties, all right, title, and interest of the Debtor in, to and
under the Account, together with all permitted investments, monies, credit balances, funds, cash,
cash equivalents, investments, investment property, financial assets, and instruments at any time
on deposit in, or credited to, the Account and any and all interest and dividends or other income
derived from any such permitted investments, monies, credit balances, funds, cash, cash
equivalents, investments, investment property, financial assets and instruments, and any proceeds
of any and all of the foregoing (including, without limitation, “proceeds” (including proceeds of
proceeds) as defined in Section 9-102(a) of the UCC), now or in the future deposited in or credited
to the Account (collectively, the “Blocked Account Collateral”).



Section 2.2. Second-Priority Security Interest of Bond Trustee. As security for the
prompt and complete payment and performance when due (whether at stated maturity, by acceleration
or otherwise) of any and all of the obligations under the Bond Indenture and the Subordinated Loan
Agreement now existing or hereafter arising, and howsoever evidenced, the Debtor, in accordance
with the terms of the Subordinate Security Agreement dated as of [                    ] between the Debtor and
the Bond Trustee (as the same may be amended, restated, modified or supplemented from time to time,
the “Subordinate Security Agreement”), has collaterally assigned, conveyed, pledged,
hypothecated, and transferred to the Bond Trustee, and granted and created a lien (subject to the
terms of the Intercreditor Agreement (as defined in the
Senior Credit Agreement)), on and second-priority security interest in favor of the Bond
Trustee, in, for the equal and ratable benefit of the Bondholders, all right, title, and interest
of the Debtor in, to and under the Account and the Blocked Account Collateral.


 


2









 





Section 2.3. Bank Acknowledgement of Security Interests. The Bank hereby acknowledges
that the Debtor has granted to the Collateral Agent a first-priority security interest in the
Account and the Blocked Account Collateral pursuant to this Agreement and the Security Agreement,
and has granted to the Bond Trustee a second-priority security interest in the Account and the
Blocked Account Collateral pursuant to this Agreement and the Subordinate Security Agreement.



Section 2.4. Control by Collateral Agent. The Account and the Blocked Account
Collateral shall, except as otherwise provided in this Agreement, be subject to the exclusive
dominion and control of the Collateral Agent. The Debtor shall not have any rights with respect to
the Blocked Account Collateral, except as expressly provided in this Agreement. The Debtor shall
not make, or consent to the making of, any disbursement from the Account, except in strict
adherence with the terms of this Agreement.



ARTICLE III

APPOINTMENT AND ACCEPTANCE OF BANK




The Collateral Agent appoints the Bank to act as, and the Bank agrees to act as, a “securities
intermediary” (as defined in the UCC) and as a “bank” (as defined in the UCC), as applicable, with
respect to the Account and shall have such powers as are expressly delegated to the Bank by the
terms of this Agreement. The Debtor acknowledges and agrees that the Bank shall act as a
securities intermediary and as a bank, as applicable, with respect to the Account and pursuant to
this Agreement.



ARTICLE IV

THE ACCOUNT AND THE BANK




Section 4.1. Treatment of Account.



(a) All parties to this Agreement agree that (i) the Account is and shall be maintained as a
“securities account” (as defined in the UCC) and all Blocked Account Collateral deposited in or
credited to the Account shall be treated as a financial asset for the purposes of
Section 8-102(a)(9)(iii) of the UCC; (ii) to the extent that any Blocked Account Collateral
deposited in or credited to the Account is deemed not to constitute a financial asset, the Account
is and shall be maintained as a “deposit account” (as defined in the UCC) with respect to such
Blocked Account Collateral; (iii) the Bank is acting as a securities intermediary with respect to
the Account for any Blocked Account Collateral consisting of a financial asset deposited therein or
credited thereto, and as a bank with respect to the Account for any Blocked Account Collateral
deemed not to constitute a financial asset deposited therein or credited thereto; and (iv) the Bank
shall not change the name of, account number for, or location of the Account without the prior
written consent of the Collateral Agent.


 


3









 





(b) The Collateral Agent, on behalf and for the benefit of the Senior Secured Parties, is the
entitlement holder in any security entitlements with respect to any financial assets deposited in
or credited to the Account, and the Collateral Agent may issue entitlement orders with respect
thereto. If at any time the Bank receives an entitlement order or any other order from the
Collateral Agent directing the transfer, redemption or liquidation of any financial asset carried
in the Account or any instruction originated by the Collateral Agent directing the disbursement,
deposit and/or transfer of any funds or other property held in the Account, the Bank shall comply
with such entitlement order, instruction or other order without further consent by the Debtor or
any other person. The Collateral Agent shall have control of the security entitlements carried in
the Account and of the financial assets carried in the Account, and the Debtor hereby disclaims any
entitlement to claim control of such security entitlements.



(c) No financial asset deposited in or credited to the Account shall be registered in the name
of, payable to the order of, or specially endorsed to any person or entity other than the
Collateral Agent, unless endorsed to the Bank or in blank.



(d) To the extent the Account is deemed to be a deposit account, the Collateral Agent, on
behalf and for the benefit of the Senior Secured Parties, shall be deemed to have control of the
Account, the Bank shall comply written instructions originated by the Collateral Agent directing
disposition of the Blocked Account Collateral deposited in or credited to the Accounts in
accordance with this Agreement without further consent of the Debtor, and the Debtor hereby
disclaims any entitlement to claim control of such deposit account.



(e) The Bank shall not have title to the funds on deposit in the Account and shall credit the
Account with all receipts of interest, dividends, and other income received on the Blocked Account
Collateral deposited in or credited to the Account. The Bank shall administer and manage the
Account in strict compliance with the terms of this Agreement and shall be subject to, and comply
with, all of the obligations that the Bank owes to the Collateral Agent, the Senior Secured
Parties, and the Debtor with respect to the Account, including, without limitation, all
subordination obligations, pursuant to the terms of this Agreement.



(f) In the event that the Account is not considered a securities account or a deposit account
under applicable law or a security interest cannot be granted and perfected in the Account under
the UCC, then the Account and all Blocked Account Collateral shall be deemed to be under the
exclusive dominion and control of the Collateral Agent, on behalf and for the benefit of the Senior
Secured Parties, and the Bank as its agent for such purpose, and the Bank shall act and shall be
deemed to be acting as the Collateral Agent’s agent in respect of the Account and the Blocked
Account Collateral for the purpose of maintaining such exclusive dominion and control for the
purpose of the creation and perfection of security interests in the Account and the Blocked Account
Collateral in favor of the Collateral Agent, on behalf and for the benefit of the Senior Secured
Parties.


 


4









 





Section 4.2. Instructions of Debtor. Unless and until a Notice of Block (as defined
below) is provided to the Bank in accordance with Section 4.3 of this Agreement, the Bank shall,
without need for any further inquiry to any other party, pay any and all amounts and take any
action concerning the withdrawal of funds from and the deposit of funds into the Account in
accordance with the instructions of any authorized representative of the Debtor. The Bank may rely
upon any instructions from any person that it reasonably believes to be an authorized
representative of the Debtor. Blocked Account Collateral shall be credited to and paid from the
Account in accordance with the terms of this Agreement, subject to the Bank’s policy for the
availability of funds for such Blocked Account Collateral. All notifications and instructions from
the Debtor to the Bank shall be made and shall become effective in the manner specified in
Section 5.7 of this Agreement.



Section 4.3. Instructions of Collateral Agent.



(a) The Collateral Agent may, but shall not be required to, suspend the right of the Bank and
the Debtor to withdraw or otherwise deal with any funds deposited in or credited to the Account at
any time during the occurrence and continuance of an Event of Default (as defined in the Senior
Credit Agreement) by delivering a notice to the Bank (with a copy to the Debtor) in the form of
Annex A (a “Notice of Block”). Such Notice of Block shall be made and shall be deemed
effective when properly given in the manner specified in Section 5.7 of this Agreement. The Bank
shall have no duty to investigate or make any determination with respect to any Notice of Block
received by it and shall comply with any Notice of Block given by the Collateral Agent. The Bank
may rely upon any instructions from any person that it reasonably believes to be an authorized
representative of the Collateral Agent.



(b) From and after the date a Notice of Block is delivered to the Bank pursuant to and in
accordance with the provisions of clause (a) above and until either (i) the Collateral Agent
delivers to the Bank a written notice rescinding such Notice of Block and re-appointing the Debtor
as authorized signatory on the Account in accordance with the Bank’s procedures or (ii) this
Agreement is terminated in accordance with Section 5.5 of this Agreement, no amount may be
withdrawn by the Bank from the Account, including for investment, without the express prior written
consent of the Collateral Agent (except as expressly provided for in Section 4.10 of this
Agreement).



Section 4.4. Subordination of Lien; Waiver of Set-Off; Account Shortfalls.



(a) In the event that the Bank has or subsequently obtains by agreement, operation of
applicable law or otherwise a right of recoupment or set-off or any lien in the Account or any
Blocked Account Collateral, the Bank hereby agrees that such right of recoupment or set-off and/or
any such lien shall be subordinate to the security interest of the Collateral Agent, on behalf of
and for the benefit of the Senior Secured Parties, and the Bond Trustee, on behalf of and for the
benefit of the Second Lien Claimholders (as defined in the Intercreditor Agreement). The Bank
agrees that, until the Bank receives a Notice of Block, it shall not assert or enforce any such
right of recoupment or set-off and/or any lien so long as this Agreement is in effect, except that
the Bank may set off against the Account all amounts due and payable to the Bank in respect of
customary fees and expenses for the routine maintenance and operation of the Account.


 


5









 





(b) None of the Collateral Agent or any of the Senior Secured Parties, or the Bond Trustee or
any of the Second Lien Claimholders (as defined in the Intercreditor Agreement), shall at any time
or for any reason be liable or responsible to either the Bank or the Debtor for any negative
balance of the Account or for any costs, fees, taxes or charges resulting from the Bank’s
activities relating to the Account or under this Agreement. Any other liability or responsibility
in connection with the Account, including, without limitation, all fees, taxes and other reasonable
charges incurred in connection with the Account, shall remain the obligation of the Debtor
regardless of whether a Notice of Block is effective. In the event there are not sufficient funds
in the Account to reimburse the Bank for all amounts due it in connection with the Account, the
Bank shall notify the Debtor and the Collateral Agent of the amount of such shortfall, and the
Debtor shall reimburse the Bank for any such insufficiency in the Account on the next Monthly Date
(as defined in, and as funds are released in accordance with, the terms of the Senior Credit
Agreement). The Bank has no obligation to extend any overdraft or other credit to the Debtor or
the Collateral Agent.



Section 4.5. Notice of Adverse Claims. If any person or entity asserts any lien,
encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment,
execution or similar process) against the Account or in any financial asset or other property
deposited therein or credited thereto of which the Bank has actual knowledge, the Bank shall
promptly notify the Collateral Agent, the Bond Trustee and the Debtor in writing thereof.



Section 4.6. Representations, Warranties and Covenants of the Bank. The Bank hereby
makes the following representations, warranties and covenants:



(a) Except for the claims, interest and rights of the Collateral Agent, the Bond Trustee and
the Debtor in the Account, the Bank does not know of any right or claim to, or interest in, the
Account or any of the Blocked Account Collateral, including, without limitation, with respect to
any financial asset credited to the Account or any security entitlement related to the Account
(including any “adverse claim” within the meaning of Section 8-102(a) of the UCC) by any person or
entity other than the Collateral Agent.



(b) This Agreement has been duly authorized and executed by, and is the valid and legally
binding obligation of, the Bank.



(c) The Bank has not entered into (and will not enter into) any agreement with any person or
entity (other than the Debtor and the Collateral Agent pursuant to this Agreement) relating to the
Account pursuant to which it has agreed (or will agree) to comply with payment orders of such
person or entity. The Bank has not entered into (and will not enter into) any other agreement with
the Debtor or any other person or entity purporting to limit or condition the obligation of the
Bank to comply with payment orders for the Account originated by the Collateral Agent as set forth
in this Agreement.


 


6









 





Section 4.7. Indemnification.



(a) The Debtor agrees to save and hold harmless, to defend and to indemnify, the Bank and its
officers, directors, employees and agents against all actions, proceedings, claims,
demands, losses, outlays, damages or actual expenses, (including reasonable legal fees) of
every nature and character as may arise or be made against the Bank in acting in accordance with
this Agreement except to the extent attributable to the Bank’s gross negligence or willful
misconduct.



(b) The Bank shall not incur any liability with respect to any action taken or omitted to be
taken by it in reasonable reliance upon any written notice, instructions or other document provided
for in, or otherwise submitted pursuant to, this Agreement, except as a result of the Bank’s gross
negligence or willful misconduct.



Section 4.8. Reliance by Bank. In performing its obligations under this Agreement,
the Bank shall be entitled to presume, without inquiry, the due execution, validity and
effectiveness of all written notices, instructions and other documents that it receives pursuant to
this Agreement. The Bank shall be under no duty or obligation to ascertain the identity,
authority, and/or the rights of the parties to this Agreement, the Senior Credit Agreement, the
Security Agreement, the Subordinated Loan Agreement or the Subordinate Security Agreement.



Section 4.9. Statements. At the end of each month, the Bank’s regular statement
covering deposits to and withdrawals from the Account will be delivered to the Debtor, with a copy
delivered to the Collateral Agent. Any cost or fee associated with the delivery of such copy of
the monthly statement to the Collateral Agent shall be charged or assessed in accordance with the
Bank’s standard operating procedures and shall be the sole obligation of the Debtor.



Section 4.10. Resignation of Bank. The Bank may resign from its obligations
hereunder, upon thirty (30) days’ prior written notice to the other parties to this Agreement. Any
funds remaining in the Account upon the resignation of the Bank shall be transferred in accordance
with the instructions received from the Debtor to a Project Account (as defined in the Senior
Credit Agreement) or another Local Account (as defined in the Senior Credit Agreement) subject to a
Blocked Account Agreement (as defined in the Senior Credit Agreement) or, during the effectiveness
of a Notice of Block, in accordance with the instructions received from the Collateral Agent. In
the event the Bank has not received such instructions from the Debtor or the Collateral Agent, as
applicable, prior to the effective date of the Bank’s resignation pursuant to this Section 4.10,
the Bank shall transfer the funds in the Account to the Revenue Account No. 129992 and deliver to
the Collateral Agent or its designee all other Blocked Account Collateral. The Bank’s resignation
shall not be effective until the transfers and deliveries have occurred in accordance with this
Section 4.10.



ARTICLE V

MISCELLANEOUS




Section 5.1. Entire Agreement; Conflict. This Agreement and the Bank’s standard
documentation relating to the Account, constitute the entire agreement and understanding among the
parties with respect to the subject matter hereof and supersede all prior agreements and
understandings, whether written or oral, relating to the subject matter hereof. Each of the Bank,
the Debtor and the Collateral Agent hereby agrees and acknowledges that, in the event of any
inconsistency or conflict between the terms of this Agreement and any such standard
documentation of the Bank relating to the Account concerning the establishment, maintenance or
operation of the Account (including, without limitation, the transfer of funds from the Account),
the terms of this Agreement shall control and prevail in all respects.


 


7









 





Section 5.2. Successors; Assignment. The terms of this Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and their respective successors and
permitted assigns. The Collateral Agent may assign its rights and obligations under this
Agreement, in accordance with the terms of the Financing Documents (as defined in the Senior Credit
Agreement), to any successor collateral agent for the Senior Secured Parties. The Bank may assign
its rights and obligations under this Agreement to any subsidiary or successor of the Bank upon
written notice of such assignment to the Debtor and the Collateral Agent; provided, that
any such subsidiary or successor assignee of the Bank’s rights and obligations hereunder shall
expressly agree in a writing, in form and substance reasonably satisfactory to the Collateral
Agent, to be bound by the terms and obligations of this Agreement in all respects. Except as
provided above, no party may assign any of its rights or obligations under this Agreement without
the prior written consent of the other parties.



Section 5.3. Amendments. No amendment to or modification of this Agreement or waiver
of any right hereunder shall be binding upon any party hereto unless it is in writing and is
executed and delivered by all of the parties to this Agreement.



Section 5.4. No Waiver; Remedies. No failure on the part of any party to exercise,
and no delay in exercising, any right under this Agreement shall operate as a waiver of such right,
and no single or partial exercise of any right by any party under this Agreement shall preclude any
other or further exercise of such right or the exercise of any other right. The remedies provided
in this Agreement are in addition to and not exclusive of any other remedies provided by law.



Section 5.5. Termination.



(a) The rights and powers granted in this Agreement to the Collateral Agent and the
obligations imposed upon the Bank to comply with orders from the Collateral Agent have been granted
or imposed in order to create and perfect the Collateral Agent’s security interest in the Account
and the Blocked Account Collateral, are powers coupled with an interest, and will not be affected
by the bankruptcy of the Debtor or the lapse of time. This Agreement shall continue in effect
until the security interests of the Collateral Agent in the Account and the Blocked Account
Collateral have been terminated pursuant to the terms of the Senior Credit Agreement and the
Security Agreement and the Collateral Agent has notified the Bank of such termination in writing,
or, with respect to the Bank, upon the effective date of the Bank’s resignation pursuant to Section
4.10 of this Agreement, whichever is earlier. Upon receipt of notice from the Collateral Agent
that its security interest in the Account and the Blocked Account Collateral has been released,
this Agreement shall terminate. This Agreement may be terminated at any time by the Collateral
Agent or, with the Collateral Agent’s written consent, by the Debtor. Any attempt by the Debtor to
terminate this Agreement without the prior written consent of the Collateral Agent shall be void.
Subject to the provisions of any new blocked
account agreement entered into pursuant to Section 5.5(b) of this Agreement, any funds
remaining in the Account upon the termination of this Agreement shall be transferred in accordance
with the instructions received from the Debtor or, during the effectiveness of a Notice of Block,
from the Collateral Agent.


 


8









 





(b) Prior to any termination of this Agreement pursuant to Section 5.5(a) of this Agreement,
the Bank shall enter into a new blocked account agreement with the Bond Trustee in respect of the
Account on terms satisfactory to the Bond Trustee. This Section 5.5(b) shall survive any
termination of this Agreement pursuant to Section 5.5(a).



Section 5.6. Severability. If any provision of this Agreement is held to be illegal,
invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions
of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in
good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the illegal, invalid
or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.



Section 5.7. Notices. All notices or other communications required or permitted to be
given under this Agreement shall be given to the following addresses:



If to the Bank:


[                    ]

Attention: [                    ]

Telephone: [                    ]

Facsimile: [                    ]




If to the Collateral Agent:


WestLB AG, New York Branch

1211 Avenue of the Americas

New York, NY 10036

Attention: Thomas Brensic

Telephone: 212 597 1153

Facsimile: 212 597 1490

E-mail: Thomas_Brensic@westlb.com

Group e-mail: NYC_Documents_Groups@WestLB.com





 


9









 







If to the Debtor:


Southwest Georgia Ethanol, LLC

Mailing Address:   P.O. Box 386

                     
        Camilla, GA 31730



Physical Address:  4615 Back Nine Road

                     
        Pelham, GA 31779



Attention: Larry Kamp, Chief Financial Officer

Telephone: (229) 522-2822

Facsimile: (229) 522-2824

E-mail: larry@firstunitedethanol.com




All notices or other communications required or permitted to be given under this Agreement shall be
in writing and shall be considered properly given when received by the addressee. Any party may
change its address or facsimile number for notices and other communications hereunder by notice to
the other parties hereto.



Section 5.8. Choice of Law. This agreement shall be governed by, and construed in
accordance with, the laws of the state of New York, United States of America, without reference to
conflicts of laws (other than section 5-1401 of the New York General Obligations Law);
provided, that regardless of any provision in any other agreement, for purposes of the UCC,
the “securities intermediary’s jurisdiction” (as defined in Section 8-110(e) of the UCC) and the
“bank’s jurisdiction” (as defined in Section 9-304(b) of the UCC) shall, in each case, be the State
of New York. Notwithstanding the foregoing, the operations of the Account under Articles 3 and 4
of the UCC and the payment of checks and other items against the Account shall be governed by and
construed in accordance with the laws of the state in which the account is located without regard
to conflicts of law principles.



Section 5.9. Third Party Beneficiaries. The Bond Trustee is an intended third party
beneficiary of Section 5.5(b) of this Agreement. Other than the parties hereto and, with respect
to Section 5.5(b), the Bond Trustee, no other Person shall have or be entitled to assert rights or
benefits hereunder.



Section 5.10. Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract.



[The remainder of this page was left blank intentionally and the signature page follows.]



 


10









 





IN WITNESS WHEREOF, the parties hereto have caused this Blocked Account Agreement to be
executed and acknowledged by their respective officers or representatives hereunto duly authorized,
as of the date first above written.



	 	 	 	 	 	 	 
	 	 	WESTLB AG, NEW YORK BRANCH,

as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	SOUTHWEST GEORGIA ETHANOL, LLC,

as Debtor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	[                                        ],

as Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 







 


11









 







Annex A

to Blocked Accounts Agreement




Form of Notice of Block




Letterhead of Collateral Agent




	 	 	 
	Date:
	 	 
	 
	 	 
	To:

	 	[BANK]
	 

	 	[ADDRESS]
	 

	 	Attention: [                    ]
	 
	 	 
	RE:

	 	Account No. [                    ]






This is to notify [BANK] that an Event of Default (as defined in the Senior Credit Agreement
identified in the Blocked Account Agreement referenced below) has occurred and is continuing, and
pursuant to Section 4.3 of the Blocked Account Agreement, dated as of [                    ] [
 _____ 

], 20[
 _____ 

](the
“Agreement”), by and among WESTLB AG, NEW YORK BRANCH, as collateral agent (the
“Collateral Agent”), SOUTHWEST GEORGIA ETHANOL, LLC, as Debtor (the “Debtor”), and
[                    ], as Bank, the above-referenced account (the “Account”) is now under the exclusive
control of the Collateral Agent. The Debtor’s signing authority and all other rights with respect
to the Account, including, without limitation, all rights to withdraw or transfer any Blocked
Account Collateral (as defined in the Agreement), are terminated as of the date of this notice and
[BANK] is hereby instructed to cease complying with any instructions given by or on behalf of the
Debtor relating to the Account, to cease distributing interest or any other amounts earned on or in
connection with any Blocked Account Collateral to the Debtor, and to refuse to accept any other
instructions from the Debtor intended to exercise any authority or control with respect to the
Account or any Blocked Account Collateral unless instructed otherwise in writing by the Collateral
Agent. Unless and until the Collateral Agent provides written notice to the contrary, all future
instructions with respect to the Account and the Blocked Account Collateral shall be given solely
by the Collateral Agent.



	 	 	 	 	 	 	 
	 	 	WESTLB AG, NEW YORK BRANCH,

as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 





 


 









 






EXHIBIT N

to Senior Credit Agreement




[FORM OF]

BORROWING BASE CERTIFICATE




[DATE]




WestLB AG, New York Branch,

as Administrative Agent for the Lenders

1211 Avenue of the Americas

New York, NY 10036

Attention: Andrea Bailey

Phone: 212-597-1158

Facsimile: 212-302-7946

E-mail Address: NYC_Agency_Services@WestLB.com




This Borrowing Base Certificate is furnished pursuant to Section 7.03(n) of the Credit
Agreement dated as of November 20, 2007 (the “Senior Credit Agreement”) by and among
SOUTHWEST GEORGIA ETHANOL, LLC, (the “Borrower”), each of the Lenders from time to time
party thereto, 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.



Capitalized terms used herein but not otherwise defined herein shall have the respective
meanings set forth in the Senior Credit Agreement.



This Borrowing Base Certificate sets forth the Borrowing Base for the Project as of the date
hereof.



	 	 	 	 	 
	ACCOUNTS:
	 	 	 	 
	1. All Eligible Accounts
	 	$	                    	 
	2. Less: ineligible accounts
	 	 	 	 
	a) 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 inventory
	 	 	 	 
	a) 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)
	 	$	                    	 






The undersigned hereby represents, warrants and certifies to the Administrative Agent that the
information set forth above is true and correct.



The undersigned officer is executing this Borrowing Base Certificate not in its individual capacity
but in its capacity as an Authorized Officer of the Borrower.



	 	 	 	 	 
	 	SOUTHWEST GEORGIA ETHANOL, LLC,

as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 


N-2









 







EXHIBIT O

to Senior Credit Agreement




[FORM OF]

INTEREST PERIOD NOTICE




WestLB AG, New York Branch,

as Administrative Agent for the Lenders

1211 Avenue of the Americas

New York, NY 10036

Attention: Andrea Bailey

Phone: 212-597-1158

Facsimile: 212-302-7946

E-mail Address: NYC_Agency_Services@WestLB.com




Re: Southwest Georgia Ethanol, LLC





Ladies and Gentlemen:



The undersigned, SOUTHWEST GEORGIA ETHANOL, LLC (the “Borrower”), refer to the Senior
Credit Agreement, dated as of November 20, 2007 (the “Credit Agreement”) by and among the
Borrower, each of the Lenders from time to time party thereto, 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. Capitalized terms used herein but not otherwise defined herein shall have the
respective meanings set forth in the Credit Agreement.



The Borrower hereby delivers to the Administrative Agent this irrevocable notice pursuant to
Section 3.05 of the Credit Agreement and irrevocably requests the duration set forth below [for the
immediately succeeding Interest Period, in the case of Eurodollar Loans][, and][for the immediately
succeeding Quarterly Period, in the case of Base Rate Loans,] for the Loans identified herein.



[The Borrower hereby elects to continue Eurodollar Loans as Eurodollar Loans for the next
Interest Period applicable to such continued Eurodollar Loans][[,] to convert Base Rate Loans to
Eurodollar Loans [and] [to convert Eurodollar Loans to Base Rate Loans at the end of the current
Interest Period for such Eurodollar Loans], in each case as set forth on Schedule 1 hereto.


 


O-1









 





The Borrower hereby certifies that this Interest Period Notice is being delivered [prior to
the Conversion Date and, after giving effect to the immediately succeeding Interest Periods set
forth on Schedule 1, there will be no more than eight (8) separate Eurodollar Loans
outstanding][, and][on and after the Conversion Date and, after giving effect to the immediately
succeeding Interest Periods set forth on Schedule 1, there will be no more than five (5)
separate Eurodollar Loans outstanding].



In connection herewith, the Borrower hereby further certifies that no Event of Default has
occurred and is continuing.



This Interest Period Notice is being delivered on or before 2:00 p.m. New York City time at
least five (5) Business Days [prior to the end of each Interest Period, in the case of Eurodollar
Loans][, and][prior to the end of the current Quarterly Period, in the case of Base Rate Loans] as
set forth on Schedule 1 hereto.



[The remainder of this page is intentionally blank. The next page is the signature page.]


 


O-2









 





IN WITNESS WHEREOF, the undersigned have caused this Interest Period Notice to be duly executed by
an Authorized Officer as of the date first above written.



	 	 	 	 	 	 	 
	 	 	SOUTHWEST GEORGIA ETHANOL, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 





 


O-3









 





Schedule 1

to Interest Period Notice




	 	 	 	 	 	 	 	 	 
	LOAN	 	 	 	 	 	 	 	DURATION OF
	(specify loan	 	 	 	CURRENT	 	CURRENT	 	IMMEDIATELY
	type, including	 	 	 	INTEREST	 	INTEREST	 	SUCCEEDING
	whether loan is	 	 	 	PERIOD	 	PERIOD OR	 	INTEREST
	Base Rate Loan	 	 	 	DURATION	 	QUARTERLY	 	PERIOD1
	or Eurodollar	 	PRINCIPAL	 	(for Eurodollar	 	PERIOD ENDS	 	(for Eurodollar
	Loan)	 	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









 









EXHIBIT P

to Credit Agreement




[FORM OF]

DEBT SERVICE LC WAIVER LETTER




To
[NAME OF ISSUING BANK]

[ADDRESS OF ISSUING BANK]



Ladies and Gentlemen:



We refer to (a) the Letter of Credit, No.                      (the “Letter of Credit”), issued by
[INSERT NAME OF ISSUING BANK] (the “Issuing Bank”) in favor of WestLB AG, New York Branch
as Collateral Agent and for the account of [                    ] (the “Account Party”), dated as of
[                    ]; and (b) the [                    ] letter of credit reimbursement agreement[s] listed on Schedule I
hereto (the “Reimbursement Agreement[s]”) executed by the Account Party.



The undersigned, SOUTHWEST GEORGIA ETHANOL, LLC, a Georgia limited liability company [that is
majority owned, directly or indirectly, by the Account Party], has entered into a Senior Credit
Agreement dated as of November 20, 2007 (as amended, restated, modified or otherwise supplemented
from time to time in accordance with its terms, the “Credit Agreement”), by and among
SOUTHWEST GEORGIA ETHANOL, LLC, (the “Borrower”), each of the Lenders from time to time
party thereto, WestLB AG, New York Branch, as administrative agent for the Lenders, WestLB AG, New
York Branch, as collateral agent for the Senior Secured Parties (the “Collateral Agent”)
and WestLB AG, New York Branch, as sole lead arranger, bookrunner and syndication agent.
Capitalized terms used herein but not otherwise defined herein shall have the respective meanings
set forth in the Credit Agreement.



As a condition to the provision or maintenance of the financing contemplated under the Credit
Agreement, the undersigned is required to obtain from the Issuing Bank a waiver of any and all
rights, powers and remedies against the undersigned and all of its property and assets (whether now
or hereinafter owned or acquired) in connection with (a) the Letter of Credit, (b) the obligation
of the Account Party under the Reimbursement Agreement[s], or (c) otherwise, including any and all
rights of the Issuing Bank pursuant to Section 5-117 of the Uniform Commercial Code as in effect in
the State of New York (“NYUCC”) or, if the NYUCC is revised, any successor provision
thereto. We hereby request that you waive any and all such
rights, powers and remedies by signing below in order to permit us to complete the
transactions contemplated by the Credit Agreement.


 


P-1









 





This Waiver Letter (the “Waiver Letter ”) shall become effective as of the date first
above written when, and only when, the Issuing Bank has countersigned this Waiver Letter.



The execution, delivery and effectiveness of this Waiver Letter shall not operate as a waiver
of any right, power or remedy of the Issuing Bank against the Account Party under the Reimbursement
Agreement[s].



If you agree to the terms and provisions of this Waiver Letter, please evidence such agreement
by executing and returning at least three (3) counterparts of this Waiver Letter.



This Waiver Letter may be executed in any number of counterparts and by the different parties
hereto in separate counterparts, each of which when so executed and delivered shall be an original,
but all the counterparts together shall constitute one and the same instrument. Delivery of an
executed counterpart of a signature page to this Waiver Letter by telecopy or portable document
format (“pdf”) shall be effective as delivery of a manually executed counterpart of this Waiver
Letter.



THIS WAIVER LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT REFERENCE TO CONFLICTS OF LAWS (OTHER THAN
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).



	 	 	 	 	 
	 	Very truly yours,



[                                        ]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 


P-2









 





Agreed as of the date first above written:



[NAME OF ISSUING BANK]




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






Attachment — Schedule I Reimbursement Agreement[s]





 


P-3









 







Schedule I to

Debt Service LC Waiver Letter




REIMBURSEMENT AGREEMENT[S]






 


 









 







EXHIBIT Q-1

to Senior Credit Agreement




[FORM OF]

INDEPENDENT ENGINEER’S FINAL COMPLETION CERTIFICATE




[DATE]




WestLB AG, New York Branch,

as Administrative Agent for the Lenders

1211 Avenue of the Americas

New York, NY 10036




Re: SOUTHWEST GEORGIA ETHANOL, LLC



Ladies and Gentlemen:



Reference is hereby made to the Senior Credit Agreement, dated as of November 20, 2007 (as
amended, supplemented or otherwise modified from time to time, the “Senior Credit
Agreement”), by and among SOUTHWEST GEORGIA ETHANOL, LLC (the “Borrower”), each of the
Lenders from time to time party thereto, 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. Capitalized
terms used herein but not otherwise defined herein shall have the respective meanings set forth in
the Senior Credit Agreement.



This Final Completion Certificate is the Final Completion Certificate for the Project, and is
delivered to the Administrative Agent pursuant to Section 6.03(d) of the Senior Credit Agreement.



We have reviewed provisions of the Senior Credit Agreement which identify the responsibilities
of the Independent Engineer related to providing this Certificate and the Borrower’s Final
Completion Certificate dated [Date] (the “Borrower’s Final Completion Certificate”) and the
reports and documents attached thereto. We have discussed all matters believed pertinent to this
Certificate with the Borrower, the Design Builder and any other third party deemed appropriate, and
have made such general observations, site visits, reviews and investigations as we believed were
reasonably necessary to establish the accuracy of this
Certificate. We have visited the Southwest Georgia Ethanol, LLC facility in Camilla, Georgia
(the “Facility”) periodically and have observed the progress of construction activities. We last
visited the Facility on [Date].


 


Q-1-1









 





Our review and observations were performed within the scope of our Professional Service
Agreement with the Administrative Agent and in accordance with standards of care normally practiced
by professional engineers and consultants performing the same or similar services on like projects.



Based on the foregoing review and review procedures and on the understanding and assumption
that we have been provided true, correct, and complete information from the Borrower.



The undersigned, on behalf of the Independent Engineer, hereby represents and certifies as
follows:



1. This Final Completion Certificate is the Final Completion Certificate of the Independent
Engineer for the Facility, and is delivered to the Administrative Agent pursuant to Section 6.03(d)
of the Senior Credit Agreement.



2. The individual executing this Final Completion Certificate on behalf of the Independent
Engineer is a duly authorized representative of the Independent Engineer.



3. Each of Substantial Completion and Final Completion, as defined in the Design-Build
Agreement, has occurred.



4. The construction of the Facility has been completed and all costs related thereto have been
fully paid.



5. There are no mechanic’s, workmen’s, materialmen’s or other similar Liens on any part of the
Expansion Plant, Site, or other related Project assets relating to the work or services for the
Project provided by the Design-Build Contractor or any of its subcontractors, other than Liens that
are subject to a Contest, and the undersigned has received satisfactory evidence thereof.



6. An updated survey for the Site has been prepared and is in form and substance satisfactory
to the undersigned.



7. Owners Scope for the Facility has been completed.



Each undersigned person is executing this Final Completion Certificate not in an individual
capacity but in its capacity as an authorized representative of the Independent Engineer.



[The remainder of this page is intentionally blank. The next page is the signature page.]




 


Q-1-2









 







IN WITNESS WHEREOF, the undersigned have caused this Final Completion Certificate to be duly
executed as of the date first above written.



	 	 	 	 	 
	 	Harris Group Inc.,

as Independent Engineer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 


Q-1-3









 





EXHIBIT Q-2

to Senior Credit Agreement




[FORM OF]

BORROWER’S FINAL COMPLETION CERTIFICATE




[DATE]




WestLB AG, New York Branch,

as Administrative Agent for the Lenders

1211 Avenue of the Americas

New York, NY 10036




Re: SOUTHWEST GEORGIA ETHANOL, LLC



Ladies and Gentlemen:



Reference is hereby made to the Senior Credit Agreement, dated as of November 20, 2007 (as
amended, supplemented or otherwise modified from time to time, the “Senior Credit
Agreement”), by and among SOUTHWEST GEORGIA ETHANOL, LLC (the “Borrower”), each of the
Lenders from time to time party thereto, 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. Capitalized
terms used herein but not otherwise defined herein shall have the respective meanings set forth in
the Senior Credit Agreement.



This Final Completion Certificate is the Final Completion Certificate for the Project, and is
delivered to the Administrative Agent pursuant to Section 6.03(d) of the Senior Credit Agreement.



The undersigned, on behalf of the Borrower, hereby represents and certifies as follows:



1. This Final Completion Certificate is the Final Completion Certificate of the Borrower for
the Project described in the Senior Credit Agreement, and is delivered to the Administrative Agent
pursuant to Section 6.03(d) of the Senior Credit Agreement.


 


Q-2-1









 





2. The individual executing this Final Completion Certificate on behalf of the Borrower is a
duly authorized representative of the Borrower.



3. Each of Substantial Completion and Final Completion, as defined in the Design-Build
Agreement, has occurred.



4. The construction of the Project has been completed and all costs related thereto have been
fully paid.



5. There are no mechanic’s, workmen’s, materialmen’s or other similar Liens on any part of the
Project, Site, or other related Project assets relating to the work or services for the Project
provided by the Design-Build Contractor or any of its subcontractors, other than Liens that are
subject to a Contest, and the undersigned has received satisfactory evidence thereof.



6. An updated survey for the Site has been prepared and is in form and substance satisfactory
to the undersigned.



7. Owners Scope for the Project has been completed to the reasonable satisfaction of the
undersigned.



Each undersigned person is executing this Final Completion Certificate not in an individual
capacity but in its capacity as an Authorized Officer of the Borrower.



[The remainder of this page is intentionally blank. The next page is the signature page.]




 


Q-2-2









 







IN WITNESS WHEREOF, the undersigned have caused this Final Completion Certificate to be duly
executed as of the date first above written.



	 	 	 	 	 
	 	SOUTHWEST GEORGIA ETHANOL, LLC,

as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 


Q-2-3









 





EXHIBIT R

to Senior Credit Agreement




[FORM OF]

LENDER ASSIGNMENT AGREEMENT




This LENDER ASSIGNMENT AGREEMENT (this “Agreement”), dated as of [                    ], is by and
between [                    ] (the “Assignor”) and [                    ] (the “Assignee”).



RECITALS




WHEREAS, the Assignor is party to the Senior Credit Agreement (as amended, restated,
supplemented or otherwise modified from time to time, the “Senior Credit Agreement”), dated
as of November 20, 2007, by and among SOUTHWEST GEORGIA ETHANOL, LLC (the “Borrower”), each
of the Lenders from time to time party thereto, 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 Lead Arranger, Sole Bookrunner and Syndication Agent;



WHEREAS, Assignor desires to assign certain of its interests under the Senior Credit Agreement
to Assignee in accordance with Section 10.03(b) thereof;



WHEREAS, as provided under the Senior Credit Agreement, Assignor is a Lender of [Construction
Loans][Working Capital Loans][Term Loans] and, as such, as of the date hereof has the outstanding
Commitments and has disbursed the outstanding Loans set forth in Annex R-1 hereto;



WHEREAS, Assignor proposes to sell, assign and transfer to the Assignee, and the Assignee
proposes to accept and assume from the Assignor, a [_____] percent ([_____]%) interest in all of the
rights and obligations of the Assignor under the Senior Credit Agreement and the other Financing
Documents, all on the terms and subject to the conditions of this Agreement (such interest in such
rights and obligations being hereinafter referred to as the “Assigned Interest”); and



WHEREAS, after giving effect to the assignment and assumption under this Agreement, the
respective Loans and Commitments of Assignor and Assignee shall be in the amounts set forth on
Annex R-1.



 


R-1









 






NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



Section 1. Definitions. All capitalized terms not otherwise defined herein shall
have the respective meanings set forth in the Senior Credit Agreement.



Section 2. Assignment.



(a) As of the effective date set forth on the signature page to this Agreement (the
“Effective Date”), subject to and in accordance with the Senior Credit Agreement, the
Assignor irrevocably sells, transfers, conveys and assigns, without recourse, representation or
warranty (except as expressly set forth herein), to Assignee, and the Assignee irrevocably
purchases from the Assignor, the Assigned Interest, which shall include (i) all of Assignor’s
rights and obligations in its capacity as a Lender with respect to the Assigned Interest under the
Senior Credit Agreement, each other Financing Document, and any other documents or instruments
delivered pursuant thereto or in connection therewith to the extent related to the Assigned
Interest and (ii) to the extent permitted to be assigned under applicable Law, all claims, suits,
causes of action and any other right of the Assignor (in its capacity as a Lender), to the extent
related to the Assigned Interest, against any Person, whether known or unknown, arising under or in
connection with the Senior Credit Agreement, each other Financing Document, and any other documents
or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way
based on or related to any of the foregoing, including, but not limited to, contract claims, tort
claims, malpractice claims, statutory claims and all other claims at law or in equity (the
foregoing rights, obligations and interests, collectively, the “Assigned Rights”).



(b) Upon acceptance and recording of the assignment and assumption made pursuant to this
Agreement by the Administrative Agent, from and after the Effective Date, the Administrative Agent
shall make all payments in respect of the Assigned Interest and the Assigned Rights (including all
payments of principal, interest, fees and other amounts) to the Assignor for amounts that have
accrued prior to the Effective Date and to the Assignee for amounts that have accrued from and
including the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments
in payments by the Administrative Agent for periods prior to the Effective Date or with respect to
the making of this assignment directly between themselves. Each of the Assignor and the Assignee
agrees that if it receives any amount under the Senior Credit Agreement or any other Financing
Document that is for the account of the other, it shall hold the same for the other to the extent
of the other’s interest therein and shall pay promptly the same to the other.



Section 3. Payments. As consideration for the sale, assignment and transfer
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor, on the Effective Date, in
the lawful currency of the United States and in immediately available funds, an amount equal to
[                    ] Dollars ($[                    ]), without set-off, counterclaim or deduction of any kind. As a
condition to the Effective Date, Assignee shall pay to the Administrative Agent in the lawful
currency of the United States and in immediately
available funds the processing and recordation fee of two thousand five hundred Dollars
($2,500), without set-off, counterclaim or deduction of any kind.


 


R-2









 





Section 4. Representations, Warranties and Undertakings.



(a) The Assignor (i) represents and warrants that (A) it is the legal and beneficial owner of
the Assigned Interest and such Assigned Interest is free and clear of any Lien or adverse claim and
(B) it has full power and authority, and has taken all action necessary, to execute and deliver
this Agreement and to consummate the transactions contemplated hereby; and (ii) makes no
representation or warranty and assumes no responsibility with respect to (A) any statements,
warranties or representations made in or in connection with the Senior Credit Agreement or the
other Financing Documents or the execution, legality, validity, enforceability or genuineness, or
sufficiency of value of the Senior Credit Agreement, the other Financing Documents, or any other
instrument or document furnished pursuant thereto or in connection therewith or (B) the financial
condition of the Borrower, any other Loan Party or any Project Party or the performance or
observance by the Borrower or any other Person of any of its obligations under the Senior Credit
Agreement, any other Financing Document, or any other instrument or document furnished pursuant
thereto or in connection therewith.



(b) The Assignee (i) represents and warrants that it (A) has full power and authority, and has
taken all action necessary, to execute and deliver this Agreement and to consummate the
transactions contemplated hereby and to become a Lender under the Senior Credit Agreement and the
other Financing Documents, and (B) meets all requirements of an Eligible Assignee,
(ii) acknowledges and confirms that it has received a copy of the Senior Credit Agreement, each
other Financing Document and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Agreement and to purchase the Assigned
Interest and assume the Assigned Rights, on the basis of which it has made such analysis and
decision independently and without reliance on the Administrative Agent or any other Senior Secured
Party, (iii) agrees that it will, independently and without reliance upon the Administrative Agent,
the Borrower, or any other Senior Secured Party and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under the Senior Credit Agreement or any other Financing Document, (iv) appoints and
authorizes each Agent to take such action as agent on its behalf and to exercise such powers under
the Senior Credit Agreement or the other Financing Documents as are delegated to such Agent by the
terms thereof, together with such powers as are reasonably incidental thereto and (v) will perform
in accordance with their terms all of the obligations that by the terms of the Financing Documents
are required to be performed by it as a Lender. The Assignee further confirms and agrees that in
becoming a Lender and in making its Loans under the Senior Credit Agreement, such actions have and
will be made without recourse to, or representation or warranty, by any Senior Secured Party.


 


R-3









 





(c) The Assignee further agrees to furnish the tax form required by Section 4.07(e) (if so
required) of the Senior Credit Agreement no later than the Effective Date.



Section 5. Effectiveness.



(a) The effectiveness of the sale, assignment and transfer hereunder is subject to (i) the due
execution and delivery of this Agreement by the Assignor and the Assignee, (ii) the receipt by the
Assignor of the payment provided for in Section 3(a) hereof, (iii) consent by the Administrative
Agent to this Agreement and the assignment contemplated hereby, (iv) the receipt by the
Administrative Agent of the processing and recordation fee provided for in Section 3(b) hereof, and
(v) the registration of such assignment by the Administrative Agent in the Register in accordance
with Section 10.03(c) of the Senior Credit Agreement.



(b) Simultaneously with the execution and delivery by the parties hereto of this Agreement to
the Administrative Agent for its recording in the Register, the Assignor shall deliver its Note (if
any) to the Administrative Agent and may request that new Notes be executed and delivered to [the
Assignor and] the Assignee and reflecting [the respective amounts of the reduced undisbursed
Commitment and outstanding principal of Assignor and] the assigned and assumed outstanding
principal and undisbursed Commitment of the Assignee (plus, if the Assignee is already a Lender,
the amount of its outstanding principal and undisbursed Commitment immediately prior to the
assignment effected hereby). Any such new Note shall carry the rights to unpaid accrued interest
that were carried by any applicable superseded Note(s) such that no loss of interest shall result
therefrom. Any applicable new Note executed and delivered in accordance with the foregoing shall
have set forth thereon a legend substantially in the following form:




“This Note is issued in replacement of [describe replaced note] and,
notwithstanding the date of this Note, this Note carries all of the
rights to unpaid interest that were carried by such replaced Note,
such that no loss of interest shall result from any such replacement.”



If the Assignee is already a Lender, it shall (promptly following its receipt of such new Note
payable to it) return to the Borrower the prior Note, if any, held by it.



(c) Except as otherwise provided in the Senior Credit Agreement, effective as of the Effective
Date:



(i) the Assignee shall be deemed automatically to have become a party to, and the Assignee
agrees that it will be bound by the terms and conditions set forth in, the Senior Credit Agreement,
and shall have all the rights and obligations of a “Lender” under the Senior Credit Agreement and
the other Financing Documents as if it were an
original signatory thereto or an original Lender thereunder with respect to the Assigned
Interest and the Assigned Rights; and


 


R-4









 





(ii) the Assignor shall relinquish its rights (but shall continue to be entitled to the
benefits of Sections 10.06 (Costs and Expenses) and 10.08 (Indemnification by the Borrower) of the
Senior Credit Agreement) and be released from its obligations under the Senior Credit Agreement and
the other Financing Documents to the extent specified herein.



Section 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT REFERENCE TO
CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).



Section 7. Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of this Agreement by
telecopy or portable document format (“pdf”) shall be effective as delivery of a manually executed
counterpart of this Agreement.



Section 8. Further Assurances. The Assignor and the Assignee hereby agree to execute
and deliver such other instruments, and take such other action, as either party or the
Administrative Agent may reasonably request in connection with the transactions contemplated by
this Agreement including, without limitation, the delivery of any notices to the Borrower or the
Agents that may be required in connection with the assignment contemplated hereby.



Section 9. Binding Effect; Amendment. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors and assigns, subject, however, to the
provisions of the Senior Credit Agreement. No provision of this Agreement may be amended, waived
or otherwise modified except by an instrument in writing signed by each party hereto and by the
Administrative Agent.



Section 10. Administrative Agent Enforcement. The Administrative Agent shall be
entitled to rely upon and enforce this Agreement against the Assignor and the Assignee in all
respects.



[The remainder of this page is intentionally blank. The next page is the signature page.]




 


R-5









 







IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Lender Assignment Agreement to
be executed by their duly authorized officers.



The effective date for this Agreement is [the date this Agreement is acknowledged and accepted by
the Administrative Agent [and the Borrower]] [                    , 20[ ] (the “Trade
Date”)].



	 	 	 	 	 
	 	[ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 

	 	Accepted and Acknowledged	 	 
	 

	 	this
 _____ 

day of                     , 20
 _____ 

	 	 
	 
	 	 	 	 
	WESTLB AG, NEW YORK BRANCH, 

as Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 







 


R-6









 







Annex R-1

to Lender Assignment Agreement




[Note: Include only those Loans that Assignor has an interest in.]




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Assignor’s	 	 	 	 	 	 	Percentage	 	 	Assignor’s	 	 	 	 	 	 	Assignee’s	 	 	 	 
	 	 	Undisbursed	 	 	Assignor’s	 	 	(of	 	 	Undisbursed	 	 	Assignor’s	 	 	Undisbursed	 	 	Assignee’s	 
	 	 	Commitment	 	 	Outstanding	 	 	Assignor’s	 	 	Commitment	 	 	Outstanding	 	 	Commitment	 	 	Outstanding	 
	 	 	Pre-	 	 	Loans Pre-	 	 	interests)	 	 	Post-	 	 	Loans Post-	 	 	Post-	 	 	Loans Post-	 
	Loan	 	Assignment	 	 	Assignment	 	 	Assigned	 	 	Assignment	 	 	Assignment	 	 	Assignment*	 	 	Assignment*	 
	Construction Loans
	 	$	 	 	 	$	 	 	 	 	%	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	Working Capital
	 	$	 	 	 	$	 	 	 	 	%	 	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	Loans
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Term 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.