contingent claims for
which no claim has been asserted) and so long as the Lender has any unexpired
commitments under this Agreement or the Loan Documents. The expense
reimbursement, additional cost, capital adequacy and indemnification provisions
of this Agreement shall survive and remain in full force and effect regardless
of the consummation of the transactions contemplated hereby, the repayment of
the Loan Obligations or the termination of this Agreement or any provision
hereof.
Section 7.12. WAIVER OF JURY TRIAL. THE BORROWER AND THE LENDER HEREBY
IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT TO WHICH IT IS A
PARTY OR ANY INSTRUMENT OR DOCUMENT DELIVERED THEREUNDER.
Section 7.13. Entire Agreement. THIS AGREEMENT, THE NOTES, AND THE OTHER LOAN
DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE
PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE
SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE
PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES
THERETO.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers and duly authorized, as of the date first above
written.
BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT, AND
BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF THE DATE FIRST ABOVE
STATED.
[SIGNATURE PAGE ON FOLLOWING PAGE]
39
SIGNATURE PAGE TO:
AMENDED AND RESTATED
MASTER LOAN AGREEMENT
by and among
GREEN PLAINS BLUFFTON LLC
and
AGSTAR FINANCIAL SERVICES, PCA
Dated: September 30, 2011
BORROWER:
LENDER:
GREEN PLAINS BLUFFTON LLC, an Indiana
limited liability company
AGSTAR FINANCIAL SERVICES, PCA, a
United States instrumentality
/s/ Todd Becker
/s/ Mark Schmidt
By
By Mark Schmidt
Its President
Its Vice President
STATE OF Nebraska
)
) SS:
COUNTY OF Douglas
)
Before me the undersigned, a Notary Public in and for said County and State
personally appeared Todd Becker, the President of GREEN PLAINS BLUFFTON LLC, an
Indiana limited liability company, who executed the foregoing instrument on
behalf of such entity.
Witness my hand and Notarial Seal this 30 day of September, 2011.
My Commission Expires: October 28, 2014
/s/ Sharon Mize
Notary Public
My county of Residence: Douglas
40
EXHIBIT A
COMPLIANCE CERTIFICATE
TO:
AgStar Financial Services, PCA (the "Lender")
Pursuant to that certain Amended and Restated Master Loan Agreement dated
September 30, 2011, by and between GREEN PLAINS BLUFFTON LLC, an Indiana limited
liability company f/k/a INDIANA BIO-ENERGY, LLC (the "Borrower"), and the
Lender, and any amendments thereto and extensions thereof (the "Loan
Agreement"), the undersigned hereby represents, warrants and certifies to the
Lender as follows:
1. The financial statement(s) attached hereto are complete and correct in all
material respects and fairly present the financial condition of the Borrower as
of the date of said financial statement(s) and the