Loan No. RI0355T02
CONSTRUCTION AND REVOLVING TERM LOAN SUPPLEMENT
THIS SUPPLEMENT to the Master Loan Agreement dated January 30, 2006,
(the "MLA"), is entered into as of January 30, 2006, and effective February 1,
2007 (the "Effective Date") between FARM CREDIT SERVICES OF AMERICA, FLCA ("Farm
Credit") and GREEN PLAINS RENEWABLE ENERGY, INC., Shenandoah, Iowa (the
"Company").
SECTION 1. The Construction and Revolving Term Loan Commitment. On the
terms and conditions set forth in the MLA and this Supplement, Farm Credit
agrees to make loans to the Company from time to time during the period set
forth below in an aggregate principal amount not to exceed, at any one time
outstanding, $17,000,000.00 less the amounts scheduled to be repaid during the
period set forth below in Section 6 (the "Commitment"). Requests for advances
which are for the purpose of paying the costs to construct the ethanol plant
described below shall be accompanied by documentation evidencing such costs.
Within the limits of the Commitment, the Company may borrow, repay and reborrow.
The Company may, in its sole discretion, elect to permanently reduce the amount
of the Commitment by giving Agent (as that term is defined in the MLA) ten (10)
days prior written notice. Said election shall be made only if the Company is
not in default at the time of the election and will remain in compliance with
all fmancial covenants after such reduction. Any such reduction shall be treated
as an early, voluntary reduction of the Commitment amount and shall not delay or
reduce the amount of any scheduled Commitment reduction under Section 6 hereof
(which reductions shall continue in the increments and on the dates determined
in accordance with Section 6), but rather shall result in an earlier expiration
of the Commitment and final maturity of the loans.
SECTION 2. Purpose. The purpose of the Commitment is to partially
fmance the Company's construction of a 50 million gallon (annual) dry mill
ethanol plant, (the "Improvements") identified in the plans and specifications
provided to and approved by Agent pursuant to Section 7(A)(xiv) of the MLA (as
the same may be amended pursuant to Section 12(A) herein, the "Plans"), on real
property owned by the Company near Shenandoah, Iowa (the "Property") and to
provide working capital to the Company. The Company agrees to utilize the
proceeds of the Commitment for these purposes only.
SECTION 3. Term. The term of the Commitment shall be from the Effective
Date hereof (or, if requested by Company, such earlier date as Agent may, in its
sole discretion, authorize in writing), up to and including November 1, 2017, or
such later date as Agent may, in its sole discretion, authorize in writing.
SECTION 4. Disbursements of Proceeds.
(A) Disbursement Procedures.
(1) Limits on Construction Related Advances. Agent shall not
be required to advance funds: (i) for any category or line item of acquisition
or construction cost an amount greater than the amount specified therefor in the
Project Budget (as defined in Section 7(A)(xiv) of the MLA); or (ii) for any
services not yet performed or for materials or goods not yet incorporated into
the Improvements or delivered to and properly stored on the Property. No advance
hereunder shall exceed 100% of the aggregate costs actually paid or currently
due and payable and represented by invoices accompanying a Request for
Construction Loan Advance submitted pursuant to Section 9(A) herein less the
Construction and Revolving Term Loan Supplement RI0355T02 2
Green Plains Renewable Energy, Inc.
Shenandoah, Iowa
amount of retainage ("Retainage") set out in the construction contract dated
January 17, 2006, between the Company and Fagen, Inc., and other construction
contracts of the Company for the Improvements.
(2) Advance of Retainage. The Retainage (but in no case
greater than the unused balance of the Commitment allocated for construction)
will be advanced by Agent to the Company pursuant to the conditions set forth in
such construction contracts, upon written request by the Company certifying the
satisfaction of such conditions precedent for payment of Retainage.
(3) Advances for Working Capital Purposes. Company may request
advances for pre-production expenses or working capital purposes at any time
upon written verification to Agent of the purpose of such advance request.
(B) Payments to Third Parties. At its option and without further
authorization from the Company, Agent is authorized to make advances under the
Commitment by paying, directly or jointly with the Company, any person to whom
Agent in good faith determines payment is due and any such advance shall be
deemed made as of the date on which Agent makes such payment and shall be
secured under the deed of trust/mortgage securing the Commitment and any other
loan documents securing the Commitment as fully as if made directly to the
Company.
SECTION 5. Interest and Fees.
(A) Interest. The Company agrees to pay interest on the unpaid
principal balance of the loans in accordance with one or more of the following
interest rate options, as selected by the Company:
(1) Agent Base Rate. At a rate per annum equal at all times to
the rate of interest established by Agent from time to time as its Agent Base
Rate, which Rate is intended by Agent to be a reference rate and not its lowest
rate plus the Performance Pricing Adjustments, if any, set forth in Section
5(A)(4) below. The Agent Base Rate will change on the date established by Agent
as the effective date of any change therein and Agent agrees to notify the
Company of any such change.
(2) Quoted Rate. At a fixed rate per annum to be quoted by
Agent in its sole discretion in each instance. Under this option, rates may be
fixed on such balances and for such periods, as may be agreeable to Agent in its
sole discretion in each instance, provided that: (1) the minimum fixed period
shall be 30 days; (2) amounts may be fixed in increments of $100,000.00 or
multiples thereof; and (3) the maximum number of fixes in place at any one time
shall be five (5).
(3) LIBOR. At a fixed rate per annum equal to "LIBOR" (as
hereinafter defined) plus the Performance Pricing Adjustments, if any, set forth
in Section 5(A)(4) below. Under this option: (1) rates may be fixed for
"Interest Periods" (as hereinafter defined) of 1, 3, 6 or 9 months as selected
by the Company; (2) amounts may be fixed in increments of $100,000.00 or
multiples thereof; (3) the maximum number of fixes in place at any one time
shall be five; and (4) rates may only be fixed on a "Banking Day" (as
hereinafter defined) on 3 Banking Days' prior written notice. For purposes
hereof: (a) "LIBOR" shall mean the rate (rounded upward to the nearest sixteenth
and adjusted for reserves required on "Eurocurrency Liabilities" (as hereinafter
defined) for banks subject to "FRB Regulation D" (as herein defined) or required
by any other federal law or regulation) quoted by the British Bankers
Association (the "BBA") at 11:00 a.m. London time 2 Banking Days before the
Construction and Revolving Term Loan Supplement RI0355T02 3
Green Plains Renewable Energy, Inc.
Shenandoah, Iowa
commencement of the Interest Period for the offering of U.S. dollar deposits in
the London interbank market for the Interest Period designated by the Company;
as published by Bloomberg or another major information vendor listed on BBA's
official website; (b) "Banking Day" shall mean a day on which Agent is open for
business, dealings in U.S. dollar deposits are being carried out in the London
interbank market, and banks are open for business in New York City and London,
England; (c) "Interest Period" shall mean a period commencing on the date this
option is to take effect and ending on the numerically corresponding day in the
next calendar month or the month that is 3, 6 or 9 months thereafter, as the
case may be; provided, however, that: (i) in the event such ending day is not a
Banking Day, such period shall be extended to the next Banking Day unless such
next Banking Day falls in the next calendar month, in which case it shall end on
the preceding Banking Day; and (ii) if there is no numerically corresponding day
in the month, then such period shall end on the last Banking Day in the relevant
month; (d) "Eurocurrency Liabilities" shall have meaning as set forth in "FRB
Regulation D"; and (e) "FRB Regulation D" shall mean Regulation D as promulgated
by the Board of Governors of the Federal Reserve System, 12 CFR Part 204, as
amended.
(4) Performance Pricing Adjustments. The interest rate spread
parameters set forth in Subsections (A)(1) and (3) above shall be either
increased or decreased in accordance with the following schedule:
- ----------------------------------------------------------------------------------------------------------------------
Total Equity/ Total Equity/ Total Equity/
Total Assets Total Assets Total Assets
Less than 0.50 Greater than 0.50 to Less than 0.60 Greater than 0.60
- ----------------------------------------------------------------------------------------------------------------------
Agent Base Rate +50 BP +25 BP +0 BP
- ----------------------------------------------------------------------------------------------------------------------
LIBOR +335 BP +310 BP +285 BP
- ----------------------------------------------------------------------------------------------------------------------
The applicable interest rate adjustment shall:
(i) be considered as of each fiscal quarter end based on interim fmancial
information provided by the Company within 20 working days of quarter end;
(ii) become effective as of the first day of the month following receipt of
such information by Agent, and
(iii) shall be effective on a prospective basis only and shall not affect
existing fixed rate pricing.
The Company shall select the applicable rate option at the time it requests a
loan hereunder and may, subject to the limitations set forth above, elect to
convert balances bearing interest at the variable rate option to one of the
fixed rate options. Upon the expiration of any fixed rate period, interest shall
automatically accrue at the variable rate option unless the amount fixed is
repaid or fixed for an additional period in accordance with the terms hereof.
Notwithstanding the foregoing, rates may not be fixed in such a manner as to
cause the Company to have to break any fixed rate balance in order to pay any
installment of principal. All elections provided for herein shall be made
electronically (if applicable), telephonically or in writing and must be
received by Agent not later than 12:00 Noon Company's local time in order to be
considered to have been received on that day; provided, however, that in the
case of LIBOR rate loans, all such elections must be confirmed in writing upon
Agent's request. Interest shall be calculated on the actual number of days each
loan is outstanding on the basis of a year consisting of 360 days and shall be
payable monthly in arrears by the 20th day of the following month or on such
other day in such month as Agent shall require in a written notice to the
Company; provided, however, in the event the Company elects to fix all or a
portion of the indebtedness outstanding under the LIBOR interest rate option
above, at Agent's option upon written notice to the Company, interest shall be
payable at the maturity of the Interest Period and if the LIBOR interest rate
Construction and Revolving Term Loan Supplement RI0355T02 4
Green Plains Renewable Energy, Inc.
Shenandoah, Iowa
fix is for a period longer than 3 months, interest on that portion of the
indebtedness outstanding shall be payable quarterly in arrears on each
three-month anniversary of the commencement date of such Interest Period, and at
maturity.
(B) Commitment Fee. In consideration of the Commitment, the Company
agrees to pay to Agent a commitment fee on the average daily unused portion of
the Commitment (as permanently reduced by the Company, if applicable, under
Section 1 above) at a rate of 1/2 of 1% per annum (calculated on a 360 day
basis), payable monthly in arrears by the 20th day following each month. Such
fee shall be payable for each month (or portion thereof) occurring during the
original or any extended term of the Commitment.
SECTION 6. Promissory Note. The Company promises to repay on the dates
set forth below, the outstanding principal, if any, that is in excess of the
listed amounts:
Payment Date Reducing Commitment Amount
------------------------------------------------------
May 1, 2014 $14,600,000.00
November 1, 2014 $12,200,000.00
May 1, 2015 $ 9,800,000.00
November 1, 2015 $ 7,400,000.00
May 1,2016 $ 5,000,000.00
November 1, 2016 $ 2,600,000.00
May 1,2017 $ 200,000.00
November 1, 2017 $ 0.00
Provided, however, that if Construction and Term Loan Supplement No. RI0355T01
dated January 30, 2006, has been repaid prior to its maturity date of November
20, 2013, then repayment for this loan shall begin on the first day of the month
that is six months after the first day of the month following the repayment of
RI0355T01, and reductions in principal as noted above shall occur every six
months thereafter. If any installment due date is not a day on which Agent is
open for business, then such installment shall be due and payable on the next
day on which Agent is open for business. In addition to the above, the Company
promises to pay interest on the unpaid principal balance hereof at the times and
in accordance with the provisions set forth in Section 5 hereof.
SECTION 7. Prepayment. Subject to the broken funding surcharge
provision of the MLA, prepayment of any outstanding principal balance due to
refinancing, or refinancing of any =advanced Commitment, up to and including
January 1, 2009, will result in a 3% prepayment charge in addition to any broken
funding surcharges which may be applicable, based on the amounts prepaid and on
the total amount of the Commitments in effect at such time.
SECTION 8. Security. Security is set forth in the MLA.
SECTION 9. Additional Conditions Precedent. Agent's obligation to make
each advance hereunder, including the initial advance, is subject to the
satisfaction of each of the following additional conditions precedent on or
before the date of such advance:
(A) Request for Loan Advance. That Agent receives an executed request
for loan advance from the Company in the form of Exhibit A attached hereto (the
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Green Plains Renewable Energy, Inc.
Shenandoah, Iowa
"Request for Loan Advance"), together with all items called for therein
including a designation therein if the advance is for construction or working
capital purposes.
(B) Construction Advances. If one of the purposes in a Request for
Loan Advance is for construction, the following additional conditions precedent
shall be applicable:
(1) Construction Certificate. If an independent inspector has
been employed by Agent pursuant to Section 14(D), a certificate or report of
such inspector to the effect that the construction of the Improvements to the
date thereof has been performed in a good and workmanlike manner and in
accordance with the Plans, stating the estimated total cost of construction of
the Improvements, stating the percentage of in-place construction of the
Improvements, and stating that the remaining non-disbursed portion of the
Commitment is adequate to complete the construction of the Improvements.
(2) List of Permits. Receipt by Agent of a detailed list of
all permits required for both the construction of the improvements and the
operation of the facility setting forth for each listed permit whether such
permit is required for commencement of construction or required for commencement
of operation, and identifying to Agent's satisfaction whether such permits have
been issued or can reasonably be expected to be issued. This additional
condition shall be required only with any initial construction advance
hereunder.
(3) Construction Permits. Receipt by Agent of evidence of
issuance of all permits that are required to be obtained prior to the
commencement of construction of the improvements. This additional condition
shall be required only with any initial construction advance hereunder.
SECTION 10. Representations and Warranties. In addition to the
representations and warranties contained in the MLA, the Company represents and
warrants as follows:
(A) Project Approvals; Consents; Compliance. The Company has obtained
all Project Approvals relating to the construction and operation of the
Improvements, except those the Company has disclosed to Agent in writing. All
such Project Approvals heretofore obtained remain in full force and effect and
the Company has no reason to believe that any such Project Approval not
heretofore obtained will not be obtained by the Company in the ordinary course
during or following completion of the construction of the Improvements. To the
extent that any Project Approval may terminate or become void or voidable or
terminable, upon any sale, transfer or other disposition of the Property or the
Improvements, including any transfer pursuant to foreclosure sale under the
Mortgage, the Company will cooperate with Agent to obtain any replacement
Project Approvals. No consent, permission, authorization, order, or license of
any governmental authority is necessary in connection with the execution,
delivery, performance, or enforcement of the loan documents to which the Company
is a parry, except such as have been obtained and are in full force and effect.
The Company is in compliance in all material respects with all Project Approvals
having application to the Property or the Improvements except as the Company has
disclosed to Agent in writing. Without limiting the foregoing, there are no
unpaid or outstanding real estate or other taxes or assessments on or against
the Property or the Improvements or any part thereof (except only real estate
taxes not yet due and payable). The Company has received no notice nor has any
knowledge of any pending or contemplated assessments against the Property or the
Improvements which have not been disclosed to Agent in writing.
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Green Plains Renewable Energy, Inc.
Shenandoah, Iowa
(B) Environmental Compliance. Without limiting the provisions of the
MLA, all property owned or leased by the Company, including, without limitation,
the Property and the Improvements, and all operations conducted by it are in
compliance in all material respects with all Laws and all Project Approvals
relating to environmental protection, the failure to comply with which could
have a material adverse effect on the condition, fmancial or otherwise,
operations, properties, or business of the Company, or on the ability of the
Company to perform its obligations under the loan documents except as the
Company has disclosed to Agent in writing.
(C) Feasibility. Each of the Project Budget, the Project Schedule and
the Disbursement Schedule is realistic and feasible.
SECTION 11. Affirmative Covenants. In addition to the affirmative
covenants contained in the MLA, the Company agrees to:
(A) Reports and Notices. Furnish to Agent:
(1) Regulatory and Other Notices. Promptly after receipt
thereof, copies of any notices or other communications received from any
governmental authority with respect to the Property, the Improvements, or any
matter or proceeding the effect of which could have a material adverse effect on
the condition, financial or otherwise, operations, properties, or business of
the Company, or the ability of the Company to perform its obligations under the
loan documents.
(2) Notice of Nonpayment. Promptly after the filing or receipt
thereof, a description of or a copy of any lien filed by or any notice, whether
oral or written, from any laborer, contractor, subcontractor or materialman to
the effect that such laborer, contractor, subcontractor or materialman has not
been paid when due for any labor or materials furnished in connection with the
construction of the Improvements.
(3) Notice of Suspension of Work. Prompt notice of any
suspension in the construction of the Improvements, regardless of the cause
thereof, in excess of ten (10) days and a description of the cause for such
suspension.
(B) Construction Liens. Pay or cause to be removed, within fifteen (15)
days after notice from Agent, any lien on the Improvements or Property,
provided, however, that Company shall have the right to contest in good faith
and with reasonable diligence the validity of any such lien or claim.
(C) Identity of Contractors, etc. Furnish to Agent from time to time on
request by Agent, in a form acceptable to Agent, correct lists of all
contractors, subcontractors and suppliers of labor and material supplied in
connection with construction of the Improvements and true and correct copies of
all executed contracts, subcontracts and supply contracts. Agent may contact any
contractor, subcontractor or supplier to verify any facts disclosed in the lists
and contracts. All contracts and subcontracts relating to construction of the
Improvements must contain provisions authorizing or not prohibiting the Company
to supply to Agent the listed information and copies of contracts or not
otherwise prohibiting any transfers.
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Green Plains Renewable Energy, Inc.
Shenandoah, Iowa
(D) Lien Waivers. Furnish to Agent, at any time and from time to time
upon the request of Agent, lien waivers bearing a then current date and prepared
on a form satisfactory to Agent from such contractor, subcontractor, or supplier
as Agent shall designate.
(E) Operating Permits. Furnish to Agent, unless as otherwise consented
to in writing by Agent, as soon as possible but prior to the commencement of
operation of the constructed facility, evidence of the issuance of all necessary
permits for such operation.
SECTION 12. Negative Covenants. In addition to the negative covenants
contained in the MLA, the Company will not:
(A) Change Orders. Allow any substantial deviation, addition, extra, or
change order to the Plans, Project Budget or Project Schedule the cost of which
in the aggregate exceeds $100,000.00, without Agent's prior written approval.
All requests for substantial changes shall be made using a Change Order Request
in the form of Exhibit B attached hereto. Agent will have a reasonable time to
evaluate any requests for its approval of any changes referred to in this
covenant, and will not be required to consider approving any changes unless all
other approvals that may be required have been obtained. Agent may approve or
disapprove changes in its discretion. All contracts and subcontracts relating to
the construction of the Improvements must contain provisions satisfactory to
Agent implementing the above provisions of this covenant. Company shall promptly
provide to Agent copies of all change orders that, pursuant to the above
described procedures, did not require Agent's prior written approval.
(B) Materials. Purchase or install any materials, equipment, fixtures
or articles of personal property for the Improvements if such shall be covered
under any security agreement or other agreement where the seller reserves or
purports to reserve title or the right of removal or repossession, or the right
to consider them personal property after their incorporation in the
Improvements.
SECTION 13. Casualties.
(A) Right to Elect To Apply Proceeds. In case of material loss or
damage to the Property or to the Improvements by fire, by a taking by
condemnation for public use or the action of any governmental authority or
agency, or the transfer by private sale in lieu thereof, either temporarily or
permanently, or otherwise, if in the sole judgment of Agent there is reasonable
doubt as to Company's ability to complete construction of the Improvements on or
before May 1, 2007, by reason of such loss or damage or because of delays in
making settlements with governmental agencies or authorities or with insurers,
Agent may terminate its obligations to make advances hereunder and elect to
collect, retain and apply to the Commitment all proceeds of the taking or
insurance after deduction of all expense of collection and settlement, including
attorneys' and adjusters' fees and charges. In the event such proceeds are
insufficient to pay the Commitment in full, Agent may declare the balance
remaining unpaid on the Commitment to be due and payable forthwith and avail
itself on any of the remedies afforded thereby as in any case of default.
(B) Election Not To Apply Proceeds. In case Agent does not elect to
apply such proceeds to the Commitment, Company will:
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Green Plains Renewable Energy, Inc.
Shenandoah, Iowa
(1) Settle. Proceed with diligence to make settlement with the
governmental agencies or authorities or the insurers and cause the proceeds of
insurance to be paid to Company.
(2) Resume Construction. Promptly proceed with the resumption
of construction of the Improvements, including the repair of all damage
resulting from such fire or other cause and restoration to its former condition.
(C) Use of Proceeds. All such proceeds shall be fully used before the
disbursement of any further proceeds of the Commitment.
SECTION 14. Other Rights of Agent.
(A) Right to Inspect. Agent or its agent may enter on the Property at
any time and inspect the Improvements. If the construction of the Improvements
is not reasonably satisfactory to Agent, Agent may reasonably and in good faith
stop the construction and order its replacement or the correction thereof or
additions thereto, whether or not said unsatisfactory construction has been
incorporated in the Improvements, and withhold all advances hereunder until such
construction is satisfactory to Agent. Such construction shall promptly be made
satisfactory to Agent.
(S) Obligation of Agent. Neither Agent nor any inspector hired pursuant
to Subsection (D) below is obligated to construct or supervise construction of
the Improvements. Inspection by Agent or such inspector thereof is for the sole
purpose of protecting Agent's security and is not to be construed as a
representation that there will be compliance on anyone's part with the Plans or
that the construction will be free from faulty material or workmanship. Neither
Agent nor such inspector shall be liable to the Company or any other person
concerning the quality of construction of the Improvements or the absence
therefrom of defects. The Company will make or cause to be made such other
independent inspections as it may desire for its own protection.
(C) Right to Complete Upon Event of Default. Upon any Event of Default
hereunder, Agent may complete construction of the Improvements, subject to
Agent's right at any time to discontinue any work without liability, and apply
the proceeds of the Commitment to such completion, and may demand such
additional sums from the Company as may be necessary to complete construction,
which sums the Company shall promptly pay to Agent. In connection with any
construction of the Improvements undertaken by Agent pursuant to this
Subsection, Agent may (i) enter upon the Property; (ii) employ existing
contractors, architects, engineers and subcontractors or terminate them and
employ others; (iii) make such addition, changes and corrections in the Plans as
shall, in the judgment of Agent, be necessary or desirable; (iv) take over and
use any personal property, materials, fixtures, machinery, or equipment of the
Company to be incorporated into or used in connection with the construction or
operation of the Improvements; (v) pay, settle, or compromise all existing or
future bills and claims which are or may be liens against the Property or the
Improvements; and (vi) take such other action, as Agent may in its sole
discretion determine, to complete the construction of the Improvements. The
Company shall be liable to Agent for all costs paid or incurred for construction
of the Improvements, and all payments made hereunder shall be deemed advances by
Agent, shall be evidenced by the Note and shall be secured by the Mortgage and
any other loan document securing the Commitment (including any amounts in excess
of the Commitment).
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Green Plains Renewable Energy, Inc.
Shenandoah, Iowa
(D) Right to Employ Independent Engineer. Agent reserves the right to
employ an independent construction engineer, among other things, to review the
Project Budget, the Project Schedule and the Plans, inspect all construction of
the Improvements and the periodic progress of the same, and review all Draw
Requests and change orders, the cost therefor to be the sole responsibility of
the Company and shall be paid by the Company upon demand by Agent.
(E) Indemnification and Hold Harmless. The Company shall indemnify and
hold Farm Credit and Agent harmless from and against all liability, cost or
damage arising out of this Agreement or any other loan document or the
transactions contemplated hereby and thereby, including, without limitation, (i)
any alleged or actual violation of any Law or Project Approval relating to the
Property or the Improvements and (ii) any condition of the Property or the
Improvements whether relating to the quality of construction or otherwise and
whether Agent elects to complete construction upon an Event of Default or
discontinues or suspends construction pursuant to this Section 14. Agent may
commence, appear in or defend any such action or proceeding or any other action
or proceeding purporting to affect the rights, duties or liabilities of the
parties hereunder, or the Improvements, or the Property, or the payment of the
Commitment, and the Company agrees to pay all of Agent's costs and expenses,
including its reasonable attorneys' fees, in any such actions. The obligations
of the Company under this Subsection 14(E) shall survive the termination of this
Agreement. As to any action or inaction taken by Agent hereunder, Agent shall
not be liable for any error of judgment or mistake of fact or law, absent gross
negligence or willful misconduct on its part. The Company's obligation to
indemnify and hold Agent harmless hereunder will exclude any liability, cost, or
damage related to Agent's breach of this Agreement or for Agent's gross
negligence or willful misconduct.
SECTION 15. Notice of Completion. Company irrevocably appoints Agent as
Company's agent to file of record any notice of completion, cessation of labor
or any other notice that Agent deems necessary to file to protect any of the
interests of Agent. Agent, however, shall have no duty to make such filing.
SECTION 16. Signs and Publicity. At Farm Credit's and Agent's request,
Company will allow Farm Credit and Agent to post signs on the Property at the
construction site for the purpose of identifying Farm Credit and Agent as the
"Construction Lenders". At the request of Farm Credit and Agent, Company will
use its best efforts to identify Farm Credit and Agent as the construction
lenders in publicity concerning the project.
SECTION 17. Cooperation. Company will cooperate at all times with Agent
in bringing about the timely completion of the Improvements, and Company will
resolve all disputes arising during the work of construction in a manner which
will allow work to proceed expeditiously.
SECTION 18. Events of Default. In addition to the events of default set
forth in the MLA, each of the following shall constitute an "Event of Default"
hereunder:
(A) Cessation of Construction. Any cessation at any time in the
construction of the Improvements for more than thirty (30) consecutive days,
except for strikes, acts of God, or other causes beyond the Company's control,
or any cessation at any time in construction of the Improvements for more than
thirty (30) consecutive days, regardless of the cause.
(B) Insufficiency of Loan Proceeds. Agent, in its sole discretion shall
determine that the remaining undisbursed portion of the Commitment is or will be
insufficient to fully complete Improvements in accordance with the Plans.
FARM CREDIT SERVICES
OF AMERICA, FLCA GREEN PLAINS RENEWABLE ENERGY, INC.
By: /s/ Gary Mazour By: /s/ Barry A. Ellsworth
-------------------- -----------------------------
Its: V.P. Its: CEO & President