ACCORDANCE WITH SECTION
8.02 OF THE MASTER AGREEMENT:
(A)
LENDER HAS RECEIVED ALL FEES AND OTHER
AMOUNTS DUE AND PAYABLE ON OR PRIOR TO THE DATE HEREOF, INCLUDING THE FEES SET
FORTH IN THE FEE LETTER BETWEEN BORROWER AND LENDER DATED MAY 21, 2007, AND ALL
OTHER FEES AND AMOUNTS FOR REIMBURSEMENT OR PAYMENT OF ALL OUT-OF-POCKET
EXPENSES REQUIRED TO BE REIMBURSED OR PAID BY BORROWER PURSUANT TO ANY LOAN
DOCUMENT OR ANY OTHER AGREEMENT WITH LENDER;
(B)
LENDER HAS RECEIVED THIS BORROWER'S
COUNTERPART OF THIS THIRD SUPPLEMENT AND THE 2007 EXPANSION LOAN NOTE DULY
EXECUTED AND DELIVERED BY BORROWER;
(C)
LENDER HAS RECEIVED THE DISBURSING
AGREEMENT DULY EXECUTED AND DELIVERED BY BORROWER AND DISBURSING AGENT;
(D)
LENDER HAS RECEIVED BORROWER'S COUNTERPARTS
OF THE MASTER AGREEMENT AND ALL LOAN DOCUMENTS CONTEMPLATED THEREBY, IN EACH
CASE DULY EXECUTED AND DELIVERED BY BORROWER, AS WELL AS ALL OTHER DULY EXECUTED
AND DELIVERED INSTRUMENTS, AGREEMENTS, OPINION LETTERS, AND DOCUMENTS AS LENDER
MAY REQUIRE;
(E)
BORROWER HAS PROVIDED DOCUMENTS AND
EVIDENCE SATISFACTORY TO LENDER THAT THE SUM OF (1) AND (2) BELOW IS EQUAL TO AT
LEAST $23,000,000:
(1)
INDEBTEDNESS PERMITTED UNDER SECTION 6.01(C) OF
THE MASTER AGREEMENT WHICH IS FULLY, UNCONDITIONALLY, AND IRREVOCABLY COMMITTED;
AND
(2)
AMOUNTS PREVIOUSLY EXPENDED ON PROJECT COSTS.
4
(F)
THE REPRESENTATIONS AND WARRANTIES SET
FORTH IN THE MASTER AGREEMENT ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS
OF THE DATE HEREOF;
(G)
ALL CONDITIONS PRECEDENT IN THE MASTER
AGREEMENT AND EACH OTHER LOAN DOCUMENT HAVE BEEN SATISFIED;
(H)
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING; AND
(I)
LENDER HAS RECEIVED IN FORM, SUBSTANCE,
AND DETAIL SATISFACTORY TO LENDER IN ALL RESPECTS AN EXECUTED COPY OF THE
CONSTRUCTION AGREEMENT AND EACH AGREEMENT WITH A SUBCONTRACTOR (TO THE EXTENT
SEPARATELY REQUESTED BY LENDER), TOGETHER WITH (A) A COPY OF THE SITE PLAN, (B)
A SCHEDULE LISTING ALL SUBCONTRACTS RELATING TO THE PROJECT, AND SUCH OTHER
CONTRACTS, SUBCONTRACTS AND SCHEDULES AS LENDER MAY REQUEST, (C) A WORK PROGRESS
SCHEDULE SHOWING ESTIMATED COMPLETION TIME FOR EACH PHASE OF THE PROJECT
CONSTRUCTION, (D) THE SWORN CONSTRUCTION COST STATEMENT, DULY EXECUTED BY
BORROWER, INCLUDING A RECONCILIATION OF ACTUAL COSTS INCURRED TO-DATE AGAINST
BUDGETED AMOUNTS, (E) A COPY OF EACH PERMIT AND EACH OTHER BUILDING PERMIT,
LICENSE AND OTHER AGREEMENT THAT BORROWER IS REQUIRED BY LAW TO OBTAIN IN
CONNECTION WITH THE PROJECT, TOGETHER WITH A SCHEDULE OF ALL OTHER NECESSARY
LICENSES AND PERMITS WHICH MUST BE OBTAINED IN ORDER TO OCCUPY AND OPERATE A DRY
MILL ETHANOL PRODUCTION FACILITY (AT MAXIMUM CAPACITY IN ACCORDANCE WITH THE
CONSTRUCTION PLANS) ON THE REAL ESTATE WHERE THE PROJECT WILL BE BUILT, AND (F)
A SOIL REPORT RELATED TO THE REAL ESTATE WHERE THE PROJECT WILL BE BUILT,
CERTIFIED BY A REGISTERED ENGINEER ACCEPTABLE TO LENDER, INCLUDING STRUCTURAL
DESIGN RECOMMENDATIONS IN FORM AND SUBSTANCE SATISFACTORY TO LENDER;
4.
BASIC TERMS.
DURING THE FUNDING PERIOD, BORROWER MAY BORROW AND PREPAY, BUT MAY NOT
RE-BORROW, IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE