Exhibit 10.45
SECOND
SUPPLEMENT
TO THE MASTER LOAN
AGREEMENT
(TERM REVOLVING
LOAN)
THIS SECOND
SUPPLEMENT TO THE MASTER LOAN AGREEMENT (this “Second
Supplement”), dated as of February 27, 2007, is between
AGSTAR FINANCIAL SERVICES, PCA (the
“Lender” ) and INDIANA BIO-ENERGY, LLC,
an Indiana limited liability company (the
“Borrower” ), and supplements and incorporates
all of the provisions of that certain Master Loan Agreement, dated
as of even date herewith, between the Lender and the Borrower (as
the same may be amended, modified, supplemented, extended or
restated from time to time, the “MLA”
).
1.
Definitions
.
As used in this Second
Supplement, the following terms shall have the following meanings.
Capitalized terms used and not otherwise defined in this Second
Supplement shall have the meanings attributed to such terms in the
MLA. Terms not defined in either this Second Supplement or the MLA
shall have the meanings attributed to such terms in the Uniform
Commercial Code, as enacted in the State of Minnesota and as
amended from time to time.
“ Availability
Date ” shall have the meaning specified in Section 6 of
this Second Supplement.
“ Maximum
Rate ” shall have the meaning specified in Section 9 of
this Second Supplement.
“ Monthly
Payment Date” mean s the first (1 5t) day of each
calendar month.
“ Outstanding
Credit” means, at any time of determination, the
aggregate amount of Advances then outstanding.
“ Outstanding
Revolving Advance” means the total Outstanding Credit
under this Second Supplement and the Term Revolving
Note.
“Request for
Advance ” shall have the meaning
specified in Section 7(a) of this Second Supplement.
“ Revolving
Advance” means an advance under this Second Supplement
and the Revolving Note.
“ Revolving
Letters of Credit ” shall have the meaning specified in
Section 8.
“ Revolving
Letter of Credit Liabilities” means, at any time, the
aggregate maximum amount available to be drawn under all
outstanding Revolving Letters of Credit (in each case, determined
without regard to whether any conditions to drawing could then be
met) and all unreimbursed drawings under Revolving Letters of
Credit.
“Term Revolving
Note ”
means that certain promissory note to be executed and delivered to
the Lender by the Borrower on the Closing Date pursuant to the
terms and conditions provided for in this Second Supplement and the
MLA.
“Term Revolving
Loan Commitment ” shall have the meaning
specified in Section 3 of this Second Supplement.
“Term Revolving
Loan Termination Date ” shall have the meaning
specified in Section 3 of this Second Supplement.
“Unused
Commitment Fee ” shall have the meaning
specified in Section 7(d) of this Supplement.
2.
Conversion of
Construction Loan into Term Revolving Loan
.
Pursuant to the terms
and conditions contained in the MLA and this Second Supplement, on
the Conversion Date a portion of the Construction Loan shall be
converted into a Term Revolving Loan to be used for cash and
inventory management purposes.
(a)
Conditions
Precedent . In addition to the terms and
conditions set forth in the MLA, this Second Supplement and as
incorporated from the Disbursing Agreement, the Lender shall not be
obligated to convert any part of the Construction Loan into a Term
Revolving Loan unless and until:
(i)
Amount of Term
Revolving Loan . The maximum amount of the
Construction Loan that is converted into a Term Revolving Loan
shall be at Borrower’s option, but in any event not greater
than $20,000,000.00;
(ii)
Completion
Certificate . The Lender shall have received a
Completion Certificate in a form and substance satisfactory to the
Lender in its sole discretion;
(iii)
No
Defaults . There shall be no uncured and
continuing Events of Default under the MLA or any of the Loan
Documents as of the Conversion Date;
(iv)
Representations
and Warranties . The representations and warranties
contained in the MLA and this Second Supplement are correct on and
as of the Conversion Date, except to the extent that they relate
solely to an earlier date; and
(v)
Marketing
Agreements . The Borrower has executed marketing
agreements for ethanol and distiller’s grains to be produced
at the Project and provided Lender with collateral assignments of
all such agreements in form and content which is satisfactory to
Lender and its counsel and acknowledged by the non-Borrower party
to all such agreements.
3.
Term Revolving
Loan Commitment. Lender agrees, on the terms and
conditions set forth in the MLA and this Second Supplement, to
convert, at Borrower’s option but in any event not greater
than $20,000,000.00 of the Construction Loan into a Term Revolving
Loan on the Conversion Date, and to make one or more advances to
the Borrower, during the period beginning on the Conversion Date
and ending on the Business Day immediately preceding the Maturity
Date (the “ Term Revolving Loan Termination Date
”), in an aggregate principal amount outstanding at anyone
time not to exceed $20,000,000.00 (the “Term Revolving Loan
Commitment”). The Term Revolving Loan Commitment shall expire
at 12:00 noon Central time on the Matur
