Exhibit 10.31  


 


 


	 	BUSINESS LOAN AGREEMENT (ASSET BASED)	 	 
	 	 	 	 
	
        Principal

        $8,000,000.00
	Loan Date

10-13-2012	Maturity

10-13-2013	Loan No 

104403439	Call
    / Colt	Account	Officer

KWS	Initials
	References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.

Any item above containing “***” has been omitted due to text length limitations.


  


	Borrower:	JBGL Builder Finance
    LLC	Lender:	INWOOD NATIONAL BANK
	 	3131 Harvard
    Ave., Ste. 103	 	7621 INWOOD
    ROAD
	 	Dallas,
    TX 75205	 	DALLAS,
    TX 75209
	 	 	 	 


  


THIS
BUSINESS LOAN AGREEMENT (ASSET BASED) dated October 13, 2012, is made and executed between JBGL Builder Finance LLC (“Borrower”)
and INWOOD NATIONAL BANK (“Lender”) on the following terms and conditions. Borrower has received prior commercial
loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which
may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting,
renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth
in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s
sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.


 


TERM.
This Agreement shall be effective as of October 13, 2012, and shall continue in full force and effect until such time as all of
Borrower’s Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys’
fees, and other fees and charges, or until such time as the parties may agree in writing to terminate this Agreement.


 


ADVANCE
AUTHORITY. The following person or persons are authorized to request advances and authorize payments under the line of credit
until Lender receives from Borrower, at Lender’s address shown above, written notice of revocation of such authority: James
R. Brickman, Manager of JBGL Builder Finance LLC.


 


LINE
OF CREDIT. Lender agrees to make Advances to Borrower from time to time from the date of this Agreement to the Expiration Date,
provided the aggregate amount of such Advances outstanding at any time does not exceed the Borrowing Base. Within the foregoing
limits, Borrower may borrow, partially or wholly prepay, and reborrow under this Agreement as follows:


 


Conditions
Precedent to Each Advance. Lender’s obligation to make any Advance to or for the account of Borrower under this Agreement
is subject to the following conditions precedent, with all documents, Instruments, opinions, reports, and other items required
under this Agreement to be in form and substance satisfactory to Lender:


 


(1)  Lender
shall have received evidence that this Agreement and all Related Documents have been duly authorized, executed, and delivered by
Borrower to Lender.


 


(2)  Lender
shall have received such opinions of counsel, supplemental opinions, and documents as Lender may request.


 


(3)  The
security interests in the Collateral shall have been duly authorized, created, and perfected with first lien priority and shall
be in full force and effect.


 


(4)  All
guaranties required by Lender for the credit facility(ies) shall have been executed by each Guarantor, delivered to Lender, and
be in full force and effect.


 


(5)  Lender,
at its option and for its sole benefit, shall have conducted an audit of Borrower’s books, records, and operations, and Lender
shall be satisfied as to their condition.


 


(6)  Borrower
shall have paid to Lender all fees, costs, and expenses specified in this Agreement and the Related Documents as are then due and
payable.


 


(7)  There
shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement, and Borrower
shall have delivered to Lender the compliance certificate called for in the paragraph below titled “Compliance Certificate.”


 


Making
Loan Advances. Advances under this credit facility, as well as directions for payment from Borrower’s accounts, may be
requested orally or in writing by authorized persons. Lender may, but need not, require that all oral requests be confirmed in
writing. Each Advance shall be conclusively deemed to have been made at the request of and for the benefit of Borrower (1) when
credited to any deposit account of Borrower maintained with Lender or (2) when advanced in accordance with the instructions of
an authorized person. Lender, at its option, may set a cutoff time, after which all requests for Advances will be treated as having
been requested on the next succeeding Business Day.


 


Mandatory
Loan Repayments. If at any time the aggregate principal amount of the outstanding Advances shall exceed the applicable Borrowing
Base, Borrower, immediately upon written or oral notice from Lender, shall pay to Lender an amount equal to the difference between
the outstanding principal balance of the Advances and the Borrowing Base. On the Expiration Date, Borrower shall pay to Lender
in full the aggregate unpaid principal amount of all Advances then outstanding and all accrued unpaid interest, together with all
other applicable fees, costs and charges, if any, not yet paid.


 


Loan
Account. Lender shall maintain on its books a record of account in which Lender shall make entries for each Advance and such
other debits and credits as shall be appropriate in connection with the credit facility. Lender shall provide Borrower with periodic
statements of Borrower’s account, which statements shall be considered to be correct and conclusively binding on Borrower
unless Borrower notifies Lender to the contrary within thirty (30) days after Borrower’s receipt of any such statement which
Borrower deems to be incorrect.


 


COLLATERAL.
To secure payment of the Primary Credit Facility and performance of all other Loans, obligations and duties owed by Borrower to
Lender, Borrower (and others, if required) shall grant to Lender Security Interests in such property and assets as Lender may require.
Lender’s Security Interests in the Collateral shall be continuing liens and shall include the proceeds and products of the
Collateral, including without limitation the proceeds of any insurance. With respect to the Collateral, Borrower agrees and represents
and warrants to Lender:


 


Perfection
of Security Interests. Borrower agrees to execute all documents perfecting Lender’s Security Interest and to take whatever
actions are requested by Lender to perfect and continue Lender’s Security Interests in the Collateral. Upon request of Lender,
Borrower will deliver to Lender any and all of the documents evidencing or constituting the Collateral, and Borrower will note
Lender’s interest upon any and all chattel paper and instruments if not delivered to Lender for possession by Lender. Contemporaneous
with the execution of this Agreement, Borrower will execute one or more UCC financing statements and any similar statements as
may be required by applicable law, and Lender will file such financing statements and all such similar statements in the appropriate
location or locations. Borrower hereby appoints Lender as its irrevocable attorney-in-fact for the purpose of executing any documents
necessary to perfect or to continue any Security interest. Lender may at any time, and without further authorization from Borrower,
file a carbon, photograph, facsimile, or other reproduction of any financing statement for use as a financing statement. Borrower
will reimburse Lender for all expenses for the perfection, termination, and the continuation of the perfection of Lender’s
security interest in the Collateral. Borrower promptly will notify Lender before any change in Borrower’s name including
any change to the assumed business names of Borrower. Borrower also promptly will notify Lender before any change in Borrower’s
Social Security Number or Employer Identification Number. Borrower further agrees to notify Lender in writing prior to any change
in address or location of Borrower’s principal governance office or should Borrower merge or consolidate with any other entity.


 


Collateral
Records. Borrower does now, and at all times hereafter shall, keep correct and accurate records of the Collateral, all of which
records shall be available to Lender or Lender’s representative upon demand for inspection and copying at any reasonable
time. The above is an accurate and complete list of all locations at which Borrower keeps or maintains business records concerning
Borrower’s collateral.


 


Collateral
Schedules. Concurrently with the execution and delivery of this Agreement, Borrower shall execute and deliver to Lender schedules
of any and all collateral related to the credit facility as defined in the Borrowing Base paragraph, in form and substance satisfactory
to the Lender. Thereafter supplemental schedules shall be delivered according to the following schedule: AT EACH ADVANCE.


 


CONDITIONS
PRECEDENT TO EACH ADVANCE. Lender’s obligation to make the initial Advance and each subsequent Advance under this Agreement
shall be subject to the fulfillment to Lender’s satisfaction of all of the conditions set forth in this Agreement and in
the Related Documents.


 


Loan
Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting
to Lender security interests in the Collateral; (3) financing statements and all other documents perfecting Lender’s Security
Interests; (4) evidence of insurance as required below; (5) together with all such Related Documents as Lender may require for
the Loan; all in form and substance satisfactory to Lender and Lenders counsel.


 


Borrower’s
Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly
authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have
provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require.


 




    	 



    	 



    

 


	 	BUSINESS LOAN AGREEMENT (ASSET BASED)	 
	Loan No: 104403439	(Continued)	Page 2


 


Fees
and Expenses Under This Agreement. Borrower shall have paid to Lender all fees, costs, and expenses specified in this Agreement
and the Related Documents as are then due and payable.


 


Representations
and Warranties. The representations and warranties set forth in this Agreement, In the Related Documents, and in any document
or certificate delivered to Lender under this Agreement are true and correct.


 


No
Event of Default. There shall not exist at the time of any Advance a condition which would constitute an Event of Default under
this Agreement or under any Related Document.


 


REPRESENTATIONS
AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement
of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists:


 


Organization.
Borrower is a limited liability company which is, and at all times shall be, duly organized, validly existing, and in good standing
under and by virtue of the laws of the State of Texas. Borrower is duly authorized to transact business in all other states in
which Borrower is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in
which Borrower is doing business. Specifically, Borrower is, and at all times shall be, duly qualified as a foreign limited liability
company in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition.
Borrower has the full power and authority to own its properties and to transact the business in which it is presently engaged or
presently proposes to engage. Borrower maintains an office at 3131 Harvard Ave., Ste. 103, Dallas, TX 75205. Unless Borrower has
designated otherwise in writing, the principal office is the office at which Borrower keeps its books and records including its
records concerning the Collateral. Borrower will notify Lender prior to any change in the location of Borrower’s state of
organization or any change in Borrower’s name. Borrower shall do all things necessary to preserve and to keep in full force
and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and
decrees of any governmental or quasi-governmental authority or court applicable to Borrower and Borrower’s business activities.


 


Assumed
Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names
used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower
does business: None.


 


Authorization.
Borrower’s execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized
by all necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any provision
of (a) Borrower’s articles of organization or membership agreements, or (b) any agreement or other instrument binding upon
Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower’s properties.


 


Financial
Information. Each of Borrower’s financial statements supplied to Lender truly and completely disclosed Borrower’s
financial condition as of the date of the statement, and there has been no material adverse change In Borrower’s financial
condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent
obligations except as disclosed in such financial statements.


 


Legal
Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when
delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their
respective terms.


 


Properties.
Except as contemplated by this Agreement or as previously disclosed in Borrower’s financial statements or in writing to Lender
and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good
title to all of Borrower’s properties free and clear of all Security Interests, and has not executed any security documents
or financing statements relating to such properties. All of Borrower’s properties are titled in Borrower’s legal name,
and Borrower has not used or filed a financing statement under any other name for at least the last five (5) years.


 


Hazardous
Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During
the period of Borrower’s ownership of the Collateral, there has been no use, generation, manufacture, storage, treatment,
disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from any of the Collateral.
(2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws;
(b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on,
under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened
litigation or claims of any kind by any person relating to such matters. (3) Neither Borrower nor any tenant, contractor, agent
or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous
Substance on, under, about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable
federal, state, and local laws, regulations, and ordinances, including without limitation all Environmental Laws. Borrower authorizes
Lender and its agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine
compliance of the Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower’s
expense and for Lender’s purposes only and shall not be construed to create any responsibility or liability on the part of
Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower’s due
diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives
any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs
under any such laws, and (2) agrees to indemnity, defend, and hold harmless Lender against any and all claims, losses, liabilities,
damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section
of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a
hazardous waste or substance on the Collateral. The provisions of this section of the Agreement, including the obligation to indemnity
and defend, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and
shall not be affected by Lender’s acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise.


 


Litigation
and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes)
against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s
financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged
by Lender in writing.


 


Taxes.
To the best of Borrower’s knowledge, all of Borrower’s tax returns and reports that are or were required to be filed,
have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being
or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided.


 


Lien
Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security
Agreements, or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly
securing repayment of Borrower’s Loan and Note, that would be prior or that may in any way be superior to Lender’s
Security Interests and rights in and to such Collateral.


 


Binding
Effect. This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers
thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective
terms.


 


AFFIRMATIVE
COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will:


 


Notices
of Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower’s financial
condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions
affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition
of any Guarantor.


 


Financial
Records. Maintain Its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine
and audit Borrower’s books and records at all reasonable times.


 


Financial
Statements. Furnish Lender with the following:


 


Annual
Statements. As soon as available, but in no event later than ninety (90) days after the end of each fiscal year, Borrower’s
balance sheet and income statement for the year ended, compiled by a certified public accountant satisfactory to Lender.


 


Interim
Statements. As soon as available, but in no event later than sixty (60) days after the end of each month, Borrower’s
balance sheet and profit and loss statement for the period ended, prepared by Borrower.


 


Tax
Returns. As soon as available, but in no event later than 45 days after the applicable filing date for the tax reporting period
ended, Borrower’s Federal and other governmental tax returns, prepared by Borrower.


 


Additional
Requirements. BORROWER WILL PROVIDE A DETAILED NOTE RECEIVABLE LISTING, WHICH WILL BE DUE WITHIN 60 DAYS AFTER EACH MONTH.


 


All
financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a
consistent basis,
and certified by Borrower as being true and correct.


 




    	 



    	 



    

  


	 	BUSINESS LOAN AGREEMENT (ASSET BASED)	 
	Loan No: 104403439	(Continued)	Page 3


  


Additional
Information. Furnish such additional information and statements, as Lender may request from time to time.


 


Financial
Covenants and Ratios. Comply with the following covenants and ratios:


 


Tangible
Net Worth Requirements. Other Net Worth requirements are as follows: BORROWER WILL MAINTAIN A NET WORTH GREATER THAN 9X
THE OUTSTANDING LOAN BALANCE OF THE SUBJECT REVOLVING LINE OF CREDIT.


 


Except
as provided above, all computations made to determine compliance with the requirements contained in this paragraph shall be made
in accordance with generally accepted accounting principles, applied on a consistent basis, and certified by Borrower as being
true and correct.


 


Insurance.
Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect
to Borrower’s properties and operations, in form, amounts, and coverages reasonably acceptable to Lender and by Insurance
companies authorized to transact business in Texas. BORROWER MAY FURNISH THE INSURANCE REQUIRED BY THIS AGREEMENT WHETHER THROUGH
EXISTING POLICIES OWNED OR CONTROLLED BY BORROWER OR THROUGH EQUIVALENT COVERAGE FROM ANY INSURANCE COMPANY AUTHORIZED TO TRANSACT
BUSINESS IN TEXAS. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates
of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without
at least fifteen (15) days prior written notice to Lender. Each Insurance policy also shall Include an endorsement providing that
coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. In
connection with all policies covering assets in which Lender holds or Is offered a security Interest for the Loans, Borrower will
provide Lender with such lender’s loss payable or other endorsements as Lender may require.


 


Insurance
Reports. Furnish to Lender, upon request of Lender, reports on each existing Insurance policy showing such information as
Lender may reasonably request, including without limitation the following; (1) the name of the insurer; (2) the risks
Insured; (3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of
which insurance has been obtained, and the manner of determining those values; and (6) the expiration date of the policy. In
addition, upon request of Lender (however not more often than annually), Borrower will have an independent appraiser
satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of
such appraisal shall be paid by Borrower.


 


Other
Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower
and any other party and notify Lender immediately in writing of any default in connection with any other such agreements.


 


Loan
Proceeds. Use all Loan proceeds solely for the following specific purposes: TO MODIFY AND INCREASE AN EXISTING REVOLVING
LINE OF CREDIT #104403439 THAT IS USED TO SUPPORT BORROWER’S SHORT TERM FUNDING REQUIREMENTS NECESSARY FOR THE BORROWER TO
ADVANCE LOAN PROCEEDS TO HOMEBUILDERS.


 


Taxes,
Charges and Liens. Pay and discharge when due all of Its indebtedness and obligations, including without limitation all assessments,
taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits,
prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any
of Borrower’s properties, income, or profits. Provided however, Borrower will not be required to pay and discharge any such
assessment, tax, charge, levy, lien or claim so long as (1) the legality of the same shall be contested in good faith by appropriate
proceedings, and (2) Borrower shall have established on Borrower’s books adequate reserves with respect to such contested
assessment, tax, charge, levy, lien, or claim in accordance with GAAP.


 


Performance.
Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related
Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender Immediately in
writing of any default in connection with any agreement.


 


Operations.
Maintain executive and management personnel with substantially the same qualifications and experience as the present executive
and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business
affairs in a reasonable and prudent manner.


 


Environmental
Studies. Promptly conduct and complete, at Borrower’s expense, all such investigations, studies, samplings and testings
as may be requested by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance
defined as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive,
at or affecting any property or any facility owned, leased or used by Borrower.


 


Compliance
with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental
authorities applicable to the conduct of Borrower’s properties, businesses and operations, and to the use or occupancy of
the Collateral, including without limitation, the Americans With Disabilities Act. Borrower may contest in good faith any such
law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower
has notified Lender in writing prior to doing so and so long as, in Lender’s sole opinion, Lenders interests in the Collateral
are not jeopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender,
to protect Lender’s interest.


 


Inspection.
Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower’s
other properties and to examine or audit Borrower’s books, accounts, and records and to make copies and memoranda of Borrower’s
books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer
generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower,
upon request of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide
Lender with copies of any records it may request, all at Borrower’s expense.


 


Compliance
Certificates. Unless waived in writing by Lender, provide Lender within sixty (60) days after the end of each month, with a
certificate executed by Borrower’s chief financial officer, or other officer or person acceptable to Lender, certifying that
the representations and warranties set forth in this Agreement are true and correct as of the date of the certificate and further
certifying that, as of the date of the certificate, no Event of Default exists under this Agreement.


 


Environmental
Compliance and Reports. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist,
as a result of an intentional or unintentional action or omission on Borrower’s part or on the part of any third party, on
property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such
environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state
or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof
a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality
concerning any intentional or unintentional action or omission on Borrower’s part in connection with any environmental activity
whether or not there is damage to the environment and/or other natural resources.


 


Additional
Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments,
financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence
and secure the Loans and to perfect all Security Interests.


 


LENDER’S
EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest in the Collateral
or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower’s
failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents,
Lender on Borrower’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including
but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied
or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures
paid by Lender for such purposes will then bear interest at the Note rate from the date paid by Lender to the date of repayment
by Borrower. To the extent permitted by applicable law, all such expenses will become a part of the Indebtedness and, at Lender’s
option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any
installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of
the Note; or (C) be treated as a balloon payment which will be due and payable at the Note’s maturity.


 


NEGATIVE
COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the
prior written consent of Lender:


 


Indebtedness
and Liens. (1) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this
Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, (2) sell, transfer, mortgage, assign,
pledge, lease, grant a security interest in, or encumber any of Borrower’s assets (except as allowed as Permitted Liens),
or (3) sell with recourse any of Borrower’s accounts, except to Lender.


 


Continuity
of Operations. (1) Engage in any business activities substantially different than those in which Borrower is presently engaged,
(2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer
or sell Collateral out of the ordinary course of business, or (3) make any distribution with respect to any capital account, whether
by reduction of capital
or otherwise.


 




    	 



    	 



    

 


	 	BUSINESS LOAN AGREEMENT (ASSET BASED)	 
	Loan No: 104403439	(Continued)	Page 4


  


Loans,
Acquisitions and Guaranties. (1) Loan, invest in or advance money or assets to any other person, enterprise or entity, (2)
purchase, create or acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor
other than in the ordinary course of business.


 


Agreements.
Enter into any agreement containing any provisions which would be violated or breached by the performance of Borrower’s obligations
under this Agreement or in connection herewith.


 


CESSATION
OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other
agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor
is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor
has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or
similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s financial condition,
In the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims
or otherwise attempts to limit, modify or revoke such Guarantor’s guaranty of the Loan or any other loan with Lender; or
(E) Lender in good faith deems itself insecure, even though no Event of Default shall have occurred.


 


RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with
Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else
and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or
setoff all sums owing on the Indebtedness against any and all such accounts.


 


DEFAULT.
Each of the following shall constitute an Event of Default under this Agreement:


 


Payment
Default. Borrower fails to make any payment when due under the Loan.


 


Other
Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement
or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any
other agreement between Lender and Borrower.


 


False
Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf
under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or
furnished or becomes false or misleading at any time thereafter.


 


Death
or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from
Borrower, or any other termination of Borrower’s existence as a going business or the death of any member, the Insolvency
of Borrower, the appointment of a receiver for any part of Borrower’s property, any assignment for the benefit of creditors,
any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.


 


Defective
Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure
of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason.


 


Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by Judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the
Loan. This includes a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event
of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which
is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture
proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined
by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.


 


Events
Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor
dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.


 


Adverse
Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment
or performance of the Loan is impaired.


 


Insecurity.
Lender in good faith believes itself insecure.


 


Right
to Cure. If any default, other than a default on indebtedness, is curable and if Borrower or Grantor, as the case may be, has
not been given a notice of a similar default within the preceding twelve (12) months, it may be cured if Borrower or Grantor, as
the case may be, after Lender sends written notice to Borrower or Grantor, as the case may be, demanding cure of such default:
(1) cure the default within twenty (20) days; or (2) if the cure requires more than twenty (20) days, immediately initiate steps
which Lender deems in Lender’s sole discretion to be sufficient to cure the default and thereafter continue and complete
all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.


 


EFFECT
OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related
Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately
will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender’s option, all Indebtedness
immediately will become due and payable, all without notice of any kind to Borrower. In addition, Lender shall have all the rights
and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable
law, all of Lender’s rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by
Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action
to perform an obligation of Borrower or of any Grantor shall not affect Lender’s right to declare a default and to exercise
its rights and remedies.


 


MISCELLANEOUS
PROVISIONS. The following miscellaneous provisions are a part of this Agreement:


 


Amendments.
This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the
matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing
and signed by the party or parties sought to be charged or bound by the alteration or amendment.


 


Attorneys’
Fees; Expenses. Borrower agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s reasonable
attorneys’ fees and Lender’s legal expenses, incurred in connection with the enforcement of this Agreement. Lender
may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement.
Costs and expenses include Lender’s reasonable attorneys’ fees and legal expenses whether or not there is a lawsuit,
Including Lender’s reasonable attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify
or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall
pay all court costs and such additional fees as may be directed by the court.


 


Caption
Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define
the provisions of this Agreement.


 


Consent
to Loan Participation. Borrower agrees and consents to Lender’s sale or transfer, whether now or later, of one or more
participation interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without
any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have
about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have
with respect to such matters. Borrower additionally waives any and all notices of sale of participation interests, as well as all
notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any such participation interests
will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation
agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim
that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees
that either Lender or such purchaser may enforce Borrower’s obligation under the Loan irrespective of the failure or insolvency
of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce
its interests irrespective of any personal claims or defenses that Borrower may have against Lender.


 


Governing
Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws
of the State of Texas without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State
of Texas.


 


Choice
of Venue. If there is a lawsuit, and if the transaction evidenced by this Agreement occurred in DALLAS County, Borrower agrees
upon Lender’s request to submit to the jurisdiction of the courts of DALLAS County, State of Texas.


  




    	 



    	 



    

 


	 	BUSINESS LOAN AGREEMENT (ASSET BASED)	 
	Loan No: 104403439	(Continued)	Page 5


 


No
Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in
writing and
signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or
any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender’s
right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender,
nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender’s
rights or of any of Borrower’s or any Grantor’s obligations as to any future transactions. Whenever the consent of
Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing
consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the
sole discretion of Lender.


 


Notices.
Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered,
when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight
courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid,
directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement
by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party’s
address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower’s current address. Unless
otherwise provided or required by law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed
to be notice given to all Borrowers.


 


Payment
of Interest and Fees. Notwithstanding any other provision of this Agreement or any provision of any Related Document, Borrower
does not agree or intend to pay, and Lender does not agree or intend to charge, collect, take, reserve or receive (collectively
referred to herein as “charge or collect”), any amount in the nature of interest or in the nature of a fee for the
Loan which would in any way or event (Including demand, prepayment, or acceleration) cause Lender to contract for, charge or collect
more for the Loan than the maximum Lender would be permitted to charge or collect by any applicable federal or Texas state law.
Any such excess interest or unauthorized fee will, instead of anything stated to the contrary, be applied first to reduce the unpaid
principal balance of the Loan, and when the principal has been paid in full, be refunded to Borrower.


 


Severability.
If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance,
that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible,
the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision
cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity,
or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision
of this Agreement.


 


Subsidiaries
and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without
limitation any representation, warranty or covenant, the word “Borrower” as used in this Agreement shall include all
of Borrower’s subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement
be construed to require Lender to make any Loan or other financial accommodation to any of Borrower’s subsidiaries or affiliates.


 


Successors
and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents
shall bind Borrower’s successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower
shall not, however, have the right to assign Borrower’s rights under this Agreement or any interest therein, without the
prior written consent of Lender.


 


Survival
of Representations and Warranties. Borrower understands and agrees that in extending Loan Advances, Lender is relying on all
representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered
by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation
made by Lender, all such representations, warranties and covenants will survive the extension of Loan Advances and delivery to
Lender of the Related Documents, shall be continuing in nature, shall be deemed made and redated by Borrower at the time each
Loan Advance is made, and shall remain in full force and effect until such time as Borrower’s Indebtedness shall be paid
in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur.


 


Time
is of the Essence. Time is of the essence in the performance of this Agreement.


 


DEFINITIONS.
The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated
to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and
terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words
and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code.
Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with
generally accepted accounting principles as in effect on the date of this Agreement:


 


Advance.
The word “Advance” means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower’s behalf
under the terms and conditions of this Agreement.


 


Agreement.
The word “Agreement” means this Business Loan Agreement (Asset Based), as this Business Loan Agreement (Asset Based)
may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement
(Asset Based) from time to time.


 


Borrower.
The word “Borrower” means JBGL Builder Finance LLC and includes all co-signers and co-makers signing the Note and all
their successors and assigns.


 


Borrowing
Base. The words “Borrowing Base” mean THE REVOLVING LINE OF CREDIT WILL BE GOVERNED BY A BORROWING BASE OF 75%
OF THE OUTSTANDING FACE VALUE OF THE BORROWER’S NOTES RECEIVABLE.


 


Business
Day. The words “Business Day” mean a day on which commercial banks are open in the State of Texas.


 


Collateral.
The word “Collateral” means all property and assets granted as collateral security for a Loan, whether real or personal
property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security
interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage,
chattel trust, factor’s lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract,
lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law,
contract, or otherwise. The word Collateral also includes without limitation all collateral described in the Collateral section
of this Agreement.


 


Environmental
Laws. The words “Environmental Laws” mean any and all state, federal and local statutes, regulations and ordinances
relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments
and Reauthorization Act of 1986, Pub. L. No. 99-499 (“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C.
Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state
or federal laws, rules, or regulations adopted pursuant thereto.


 


Event
of Default. The words “Event of Default” mean any of the events of default set forth in this Agreement in the default
section of this Agreement.


 


Expiration
Date. The words “Expiration Date” mean the date of termination of Lender’s commitment to lend under this
Agreement.


 


GAAP.
The word “GAAP” means generally accepted accounting principles.


 


Grantor.
The word “Grantor” means each and all of the persons or entities granting a Security Interest in any Collateral for
the Loan, including without limitation all Borrowers granting such a Security Interest.


 


Guarantor.
The word “Guarantor” means any guarantor, surety, or accommodation party of any or all of the Loan.


 


Guaranty.
The word “Guaranty” means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or
part of the Note.


 


Hazardous
Substances. The words “Hazardous Substances” mean materials that, because of their quantity, concentration or physical,
chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when
improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words “Hazardous
Substances” are used in their very broadest sense and include without limitation any and all hazardous or toxic substances,
materials or waste as defined by or listed under the Environmental Laws. The term “Hazardous Substances” also includes,
without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos.


 


Indebtedness.
The word “Indebtedness” means the indebtedness evidenced by the Note or Related Documents, including all principal
and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement
or under any of the Related Documents.


 


Lender.
The word “Lender” means INWOOD NATIONAL BANK, its successors and assigns.


 


Loan.
The word “Loan” means any and all loans and financial accommodations from Lender to Borrower whether now or
hereafter existing,
and however evidenced, including without limitation those loans and financial accommodations described herein or described on any
exhibit or schedule attached to this Agreement from time to time.


 




    	 



    	 



    




  


	 	BUSINESS LOAN AGREEMENT (ASSET BASED)	 
	Loan No: 104403439	(Continued)	Page 6


 


Note.
The word “Note” means the Note dated October 13, 2012 and executed by JBGL Builder Finance LLC in the principal
amount of $8,000,000.00, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and
substitutions for the note or credit agreement.


 


Permitted
Liens. The words “Permitted Liens” mean (1) liens and security interests securing Indebtedness owed by Borrower
to Lender; (2) liens for taxes, assessments, or similar charges
either not yet due or being contested in good faith; (3) liens of materialmen, mechanics, warehousemen, or carriers, or other like
liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (4) purchase money liens
or purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course of business to
secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement
titled “Indebtedness and Liens”; (5) liens and security interests which, as of the date of this Agreement, have been
disclosed to and approved by the Lender in writing; and (6) those liens and security Interests which In the aggregate constitute
an immaterial and insignificant monetary amount with respect to the net value of Borrower’s assets.


 


Primary
Credit Facility. The words “Primary Credit Facility” mean the credit facility described in the Line of Credit section
of this Agreement.


 


Related
Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other Instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Loan.


 


Security
Agreement. The words “Security Agreement” mean and include without limitation any agreements, promises, covenants,
arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing,
or creating a Security Interest.


 


Security
Interest. The words “Security Interest” mean, without limitation, any and all types of collateral security, present
and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop
pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor’s lien, equipment trust, conditional sale, trust
receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest
whatsoever whether created by law, contract, or otherwise.


 


BORROWER
ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT (ASSET BASED) AND BORROWER AGREES TO ITS TERMS. THIS
BUSINESS LOAN AGREEMENT (ASSET BASED) IS DATED OCTOBER 13, 2012.


 


BORROWER:


 


JBGL
BUILDER FINANCE LLC


 


	BY:	/s/ James R. Brickman	 
	 	James R. Brickman, Manager of JBGL
Builder Finance LLC	 


 


LENDER:


 


INWOOD
NATIONAL BANK


 


	BY:		 
	 	Authorized Signer	 





	 	 



 


LASER PRO
Landing, Ver, 12.3.10.002 Copr. Harland Financial Solution. Inc. 1997, 2012, All Rights Reserved. -TX R:\HARLAND\CFILPL\C40.FC
TR-21018 PR-34


 


*The
attached Addendum to Business Loan Agreement is hereby incorporated by reference and Borrower would not execute this document and
enter into the Loan without the attached Addendum being made a part hereof.


 




    	 



    	 



    

 


Addendum


Business
Loan Agreement


JBGL
Builder Finance, LLC


Inwood
National Bank loan #1044034-39


 


This
Addendum is attached to and made a part of that certain Business Loan Agreement dated October 13, 2012, between JBGL Builder
Finance, LLC, as Borrower and Inwood National Bank, as Lender (the “Loan Agreement”). The Loan Agreement is
hereby modified and amended in the following respects:


 


LINE
OF CREDIT


 


Conditions
Precedent to Each Advance - line 3, between “substance” & “satisfactory” insert “reasonable”


 


(1)- at
the beginning of sentence insert “For the initial advance,”


 


(2)- at
the beginning of sentence insert “For the initial advance,” between “may” & “request” insert
“reasonably”


 


(4) - delete
in its entirety


 


(6)- between
“paid” & “to” insert “or simultaneously with the funding of the requested advance, will pay”


 


(7)- line
1, delete “a condition which would constitute” after “Agreement” insert “which has not been cured
within the timeframe specified in the Note,”


 


Making Loan
Advances - line 2, delete “orally or” and “Lender may, but need not, require that all oral requests be confirmed
in writing.” line 5 - between “time” & “,after” insert “of 3:00 PM Central Standard Time”


 


Mandatory
Loan Repayments - line 2, delete “upon” and replace with “within ten (10) days of” line 2, delete “or
oral”


 


Loan Account
- line 4, delete “within thirty (30) days after Borrower’s receipt of any such statement which Borrower deems to
be incorrect”


 


COLLATERAL


 


Perfection
of Security Interests - line 5, delete “execute” and replace with “deliver” line 5 - between “statements”
& “as” insert “evidencing Lender’s Security Interest in the Collateral” line 6 - between “locations.”
 & “Borrower” insert “Following the occurrence and during the continuance of an Event of Default,”
line 9 - between “all” & “expenses” insert “out-of-pocket”


 


Collateral
Records - line 2, after “reasonable time” insert “upon reasonable prior notice.”


 


Collateral
Schedules - line 2, delete “collateral related to the credit facility” and replace with “Collateral”


 


CONDITIONS
PRECEDENT TO EACH ADVANCE - line 1, between “subsequent” & “advance” insert “revolving”


-at the
end of paragraph, insert “Borrower may borrow, partially or wholly prepay, and re-borrow under this Agreement.”


 


Loan Documents
- at beginning of paragraph insert “Prior to initial advance,”


 


Fees and
Expenses Under This Agreement - between “paid” & “to” insert “or simultaneously with funding
of the requested advance, will pay,”


 


Representation
and Warranties - at the end of sentence add “in all material respects.”


 


No Event
of Default - line 1, delete “a condition which would constitute”


- at end of
sentence insert, “which has not been cured within the timeframe specified in the Note.”


 




    	1



    	 



    

 


REPRESENTATION
AND WARRANTIES - line 2, delete “disbursement of loan proceeds” and replace with “Advance, and line 2,
delete “and at all times any Indebtedness exists”


 


Authorization
- line 2, between “default” & “under” insert “(beyond any applicable Notice & Cure)”


 


Financial
Information - line 1, delete “completely” and replace with “accurately”





line
3 - after “Lender” insert “which would materially and adversely affect its ability to pay and perform its obligations
under the Note.”


 


Legal
Effect - at the end of sentence insert “subject to debtor relief laws.”


 


Properties
- line 3, delete “all of Borrower’s properties free and clear of all Security Interests;” and replace with
“the Collateral free and clear of security interest other than to Lender;”


-
line 4, word 4, delete “properties” and replace with “Collateral other than in favor of Lender.”


-
line 4, words 7 & 8, delete “Borrower’s properties” and replace with “the Collateral”


 


Hazardous
Substances - delete this section in its entirety


 


Litigation
and Claims - line 2, delete “may” and replace with “would”


-
line 3, after “properties” insert “in a manner which would materially and adversely affect Borrower’s ability
to pay and perform its obligations under the Note,”


 


Binding
Effect - at the end of the sentence insert “, subject to debtor relief laws.”


 


AFFIRMATIVE
COVENANTS


 


Notices
of Claims and Litigation - line 1, after “financial condition” insert “which would materially and adversely
affect its ability to pay and perform its obligations under the Note,”


-
line 2 & 3, delete “or any Guarantor” and “or the financial condition of any Guarantor”


-
line 3, at end of sentence insert “which would materially and adversely affect its ability to pay and perform its obligations
under the Note.”


 


Financial
Records - at end of sentence insert “, upon reasonable prior notice.”


 


Additional
Information - between “may” & “request” insert “reasonably”


 


Insurance
- line 2, delete “properties and operations” and replace with “operations and the Collateral”


 


Other
Agreements - line 2, between “default” & “in” insert “continuing beyond any Notice and Cure”


 


Performance
- line 3, delete “default” and replace with “Event of Default”


 


Environmental
Studies - delete this section in its entirety


 


Inspection
- line 1, between “time” & “to” insert “upon reasonable prior notice”





-
lines 1 & 2, delete “or Loans and Borrower’s other properties”





-
line 5, between “times” & “and” insert “upon reasonable prior notice”


 


Additional
Assurances - at the end of sentence add “, provided the foregoing do not expand Borrower’s obligations hereunder
or limit Lender’s obligations to Advance.”


 


LENDER’S
EXPENDITURES - at the beginning of the paragraph, delete Line 1, Line 2, and Line 3 through the words “Related Documents”
and replace with “During the continuance of an Event of Default that is continuing beyond all Notice and Cure Period,”


 


NEGATIVE
COVENANTS


 


Continuity
of Operations - at the end of paragraph, insert “, that would decrease net worth less
than 9x outstanding loan balance.”


 




    	2



    	 



    

 


Loans,
Acquisitions and Guaranties - delete section (1) of (3)


 


CESSATION
OF ADVANCES - should read in its entirety as follows: “If Lender has made any commitment to make any Loan to Borrower,
whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse
Loan Proceeds if an Event of Default has occurred and is continuing beyond any applicable Notice and Cure Periods set forth in
the Note and Related Documents.”


 


RIGHT OF
SETOFF - line 4, at beginning of sentence insert “During the continuance of an Event of Default beyond notice and cure
periods,”


 


DEFAULT
- delete the entire sections and subsections in its entirety and replace with “As defined in Promissory Note.”


 


EFFECT OF
AN EVENT OF DEFAULT - line 1, after “occur” insert “and continuing beyond Cure Periods provided in Note.”


-line
4, between “without” & “notice” insert “further written”


 


MISCELLANEOUS
PROVISIONS


 


Attorneys’
Fees; Expenses - line 1, between “Lender’s” & “costs” insert “out-of- pocket”


line 3 - between
“enforcement.” & “Costs” insert “Out-of-pocket”


 


No Waiver
by Lender - at the end of paragraph insert “, unless expressly noted to be reasonable.”


 


DEFENITIONS


 


Collateral
- line l, delete “for a” and replace with “under this” line 5 - at the end of sentence insert
“as evidenced by the Security Agreement and UCC-1 Financing Statement.”


 


Expiration
Date - delete “date of termination of’ and replace with “Maturity Date, unless” at the end of sentence,
add “has been terminated due to an Event of Default which is continuing and remains uncured following the cure periods specified
in the Note.”


 


Guarantor
- delete this section in its entirety


 


Guaranty
- delete this section in its entirety


 


Loan
- should read in its entirety “The word “Loan” means that certain line of Credit loan for up to $8 million, evidenced
by the Note.”


 


Security
Agreement - line 1, delete “without limitation any agreements, promises, covenants, arrangements, understandings or other
agreements, whether created by law, contract, or otherwise” and replace with “that certain Commercial Security Agreement
dated 09/28/2012 executed by Borrower and Lender,”





line 3 - at
end of sentence add “, in the Collateral.”


 


Security
Interest - at end of sentence add “, as evidenced by the Security Agreement.”


 


If any conflicts
exist between the provisions of the Loan Agreement and this Addendum, the terms of the Addendum shall control.


 


Borrower:


 


JBGL Builder
Finance, LLC


 


	By:	/s/ James R. Brickman	 
	 	James R. Brickman,	 
	 	Manager of JBGL Builder Finance, LLC	 


 




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Lender:


 


Inwood National
Bank


 


	By:		 
	 	Authorized Signer	 







 








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