CONSTRUCTION LOAN AGREEMENT

EXHIBIT 10.22

CONSTRUCTION LOAN AGREEMENT

This Construction Loan Agreement (the "AGREEMENT") is dated as of the 19 ^th day of December, 2006, and is by and between CARDINAL ETHANOL, LLC , an Indiana limited liability company ("BORROWER"), and FIRST NATIONAL BANK OF OMAHA ("BANK"), a national banking association headquartered at Omaha, Nebraska.

WHEREAS, BORROWER has requested BANK to lend to BORROWER up to the sum of the lesser of (i) Eighty-Three Million and No/100 Dollars ($83,000,000.00) or (ii) fifty-five percent (55%) of the TOTAL PROJECT COST as shown in the TOTAL PROJECT COST STATEMENT (the "CONSTRUCTION LOAN"), for the purpose of partially funding the cost of the construction of an ethanol plant on the real estate described in Exhibit F attached hereto and by this reference made a part hereof (the "PROPERTY") together with a Ten Million and No/100 Dollars ($10,000,000.00) revolving line of credit ("REVOLVING LOAN"), up to Three Million and No/100 Dollars ($3,000,000.00) to support the issuance of Letters of Credit, and SWAP CONTRACTS with an additional exposure to BANK. The foregoing may be collectively referred to in this AGREEMENT as the "LOANS" and singly referred to as a "LOAN".

WHEREAS, BANK is willing to provide such credit facilities to BORROWER upon the terms and conditions herein set forth.

SECTION 1 Definitions .

1.1 " ADJUSTED EBITDA" means EBITDA less taxes, less capital expenditures and less TAX DISTRIBUTIONS and other distributions permitted under this AGREEMENT, all experienced for the applicable reporting period.

1.2 "ASSIGNMENT OF CONSTRUCTION CONTRACT" means the assignment of that certain Lump Sum Design-Build Agreement ("CONSTRUCTION CONTRACT") between BORROWER and Fagen, Inc. (the "DESIGN-BUILDER") dated December 14, 2006 for construction of the PROJECT in accordance with PLANS, by which BORROWER assigns, as additional security for repayment of the OBLIGATIONS, BORROWER’s interest in the CONSTRUCTION CONTRACT in a form acceptable to BANK.

1.3 [RESERVED].

1.4 "BANKING DAY" means a day on which BANK is open for substantially all of its business. "EURODOLLAR BUSINESS DAY" means a BANKING DAY on which commercial banks are open for international business (including dealings in U.S. Dollar deposits) in London, England.

1.5 "BORROWING BASE" means the lesser of:

(i) $10,000,000.00,

or

(ii) The aggregate of (i) 75% of BORROWER’s corn inventory at current value on the date reported, plus (ii) 75% of the amount of BORROWER’s Ethanol and Distillers Grains Accounts aged thirty (30) days or less, excluding any such Accounts reasonably deemed ineligible by BANK, plus (iii) 75% of the amount of BORROWER’s USDA Commodity Credit Corporation Bioenergy Program Accounts or payments due BORROWER aged less than one hundred twenty (120) days, excluding any such Accounts or payments reasonably deemed ineligible by BANK, plus (iv) 75% of BORROWER’s Finished Goods-Ethanol and Distillers Grains Inventory (both wet and dry), valued at the lower of cost or market.

1.6 "CLOSING" shall mean the date on which BANK receives this AGREEMENT, executed by BORROWER, together with the CONSTRUCTION NOTE, the REVOLVING NOTE and the other LOAN DOCUMENTS which must be delivered by the CLOSING as provided for in this Agreement.

1.7 "CONSTRUCTION LOAN TERMINATION DATE" means the earlier of (i) April 8, 2009, or (ii) such earlier date upon which BANK’s commitment to make a disbursement under the CONSTRUCTION LOAN is terminated in accordance with the terms of the CONSTRUCTION NOTE or this AGREEMENT.

1.8 "COMPLETION DATE" means the earlier of January 1, 2009, or the date BANK determines following a proper inspection and in the exercise of BANK’s reasonable discretion, that the PROJECT has been completed in accordance with the PLANS.

1.9 "CONSTRUCTION NOTE" means the promissory note of BORROWER in the form of Exhibit A evidencing borrowings under the CONSTRUCTION LOAN of up to a maximum amount of Eighty-Three Million and No/100 Dollars ($83,000,000.00).

1.10 "DRAW REQUEST" means forms acceptable to BANK to be submitted to BANK by BORROWER when an advance is requested under the CONSTRUCTION NOTE.

1.11 "EBITDA" means Earnings Before Interest, Taxes, Depreciation and Amortization, all experienced during the applicable reporting period, all as determined in accordance with GAAP.

1.12 "EVENT OF DEFAULT" has the meaning provided for in Section 7 of this AGREEMENT.

1.13 "EXCESS CASH FLOW" means ADJUSTED EBITDA, less scheduled payments on OBLIGATIONS, all experienced for the applicable reporting period.

1.14 "FIXED CHARGE COVERAGE RATIO" means the ratio derived when comparing (i) ADJUSTED EBITDA to (ii) BORROWER’s scheduled payments on the principal and interest of the OBLIGATIONS made during the applicable reporting period, excluding any principal repaid on REVOLVING LOAN and LONG TERM REVOLVING NOTE.

1.15 "GAAP" means generally accepted accounting principles in the United States, applied on a basis consistent with the accounting principles applied in the preparation of the annual financial

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statements of BORROWER referred to in Section 6.1 of this AGREEMENT and the PROJECTIONS described in Section 5.7 of this AGREEMENT. All accounting terms not otherwise defined in this AGREEMENT have the meaning assigned to them in accordance with GAAP.

1.16 "INDEBTEDNESS" means all indebtedness for borrowed money from any lender including long-term debt, short-term debt, the NEGATIVE TERMINATION VALUE of SWAP CONTRACTS, and capital leases.

1.17 "INDEPENDENT INSPECTOR" means the firm which will be retained by BANK, at BORROWER’s cost, to conduct on site inspections of the work-in-progress on the PROJECT, and to issue periodic reports to BANK as to the progress of construction of the PROJECT and adherence to the PLANS.

1.18 "INTEREST PERIOD" means for the FIXED RATE NOTE and VARIABLE RATE NOTE a period of three (3) months, and for the CONSTRUCTION NOTE, LONG TERM REVOLVING NOTE and REVOLVING NOTE a period of one (1) month; provided that:

     1.18.1 subject to clause 1.18.2 below, any INTEREST PERIOD which would otherwise end on a day which is not a EURODOLLAR BUSINESS DAY shall be extended to the next succeeding EURODOLLAR BUSINESS DAY; and

     1.18.2 no INTEREST PERIOD shall extend beyond the LOAN TERMINATION DATE applicable to such NOTE.

1.19 "LIBOR RATE" shall mean, for each INTEREST PERIOD, the London Interbank Offered Rate for U.S. Dollar Deposits for such INTEREST PERIODS as quoted by the Bloomberg service or such other vendor chosen by BANK for the purpose of determining the London Interbank Offered Rate for U.S. Dollar Deposits for each INTEREST PERIOD.

1.20 "LOAN DOCUMENTS" means this AGREEMENT and each agreement or instrument referred to in Section 4 of this AGREEMENT which is executed by or on behalf of BORROWER to govern, evidence or secure the OBLIGATIONS.

1.21 "LOAN TERMINATION DATE" means the earliest to occur of the following: (i) as to the CONSTRUCTION NOTE, the CONSTRUCTION LOAN TERMINATION DATE, as to the REVOLVING NOTE, December 18, 2007, as to the FIXED RATE NOTE, the VARIABLE RATE NOTE, and as to the LONG TERM REVOLVING NOTE, a date which is five years subsequent to the CONSTRUCTION LOAN TERMINATION DATE, (ii) the date the OBLIGATIONS are accelerated pursuant to this AGREEMENT, and (iii) the date BANK has received (a) notice in writing from BORROWER of BORROWER’s election to terminate this AGREEMENT and (b) indefeasible payment in full of the OBLIGATIONS.

1.22 "MATERIAL ADVERSE EFFECT" means any event or circumstance that is reasonably likely to materially impair the ability of BORROWER to perform and pay the OBLIGATIONS and to perform and comply with the terms and provisions of the LOAN DOCUMENTS.

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1.23 MARKETING AND RISK MANAGEMENT CONTRACTS" means the contracts between BORROWER and the entities named below (or any other entity contracting with BORROWER for similar purposes)

1.24 "MAXIMUM AVAILABILITY" means the maximum principal amount on the LONG TERM REVOLVING NOTE available to BORROWER for borrowing on the date of determination (which shall initially be $10,000,000.00) as such MAXIMUM AVAILABILITY is reduced by (i) $250,000.00 on each REDUCTION DATE and (ii) the EXCESS CASH FLOW calculation provided for in Section 6.2.3 of this AGREEMENT on each EXCESS CASH FLOW REDUCTION DATE as defined in Section 6.2.3 of this AGREEMENT.

1.25 "MORTGAGE" means the Construction Loan Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing Statement between BORROWER as mortgagor and BANK as mortgagee, creating a first lien on the PROPERTY and a security interest in all of the personal property located on the PROPERTY as security for payment of the OBLIGATIONS, and all modifications and amendments thereof.

1.26 "NEGATIVE TERMINATION VALUE" means, with respect to any SWAP CONTRACT of BORROWER, the amount (if any) that BORROWER would be required to pay if such SWAP CONTRACT were terminated by reason of a default by or other termination event relating to BORROWER, such amount to be determined on the basis of a good faith estimate made by BANK, in consultation with BORROWER. The NEGATIVE TERMINATION VALUE of any such SWAP CONTRACT at any date shall be determined (i) as of the end of the most recent fiscal quarter ended on or prior to such date if such SWAP CONTRACT was then outstanding or (ii) as of the date such SWAP CONTRACT is terminated. However, if an applicable agreement between BORROWER and the relevant counterparty provides that, upon any such termination by such counterparty, one or more other SWAP CONTRACTS (if any exist) between BORROWER and such counterparty would also terminate and the amount (if any) payable by BORROWER would be a net amount reflecting the termination of all the SWAP CONTRACTS so terminated, then the NEGATIVE TERMINATION VALUE of all the SWAP CONTRACTS subject to such netting shall be, at any date, a single amount equal to such net amount (if any) payable by BORROWER, determined as of the later of (i) the end of the most recently ended fiscal quarter or (ii) the date on which the most recent SWAP CONTRACT subject to such netting was terminated.

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1.27 "NET WORTH" means, as to BORROWER as of any date, total assets less total liabilities and less the following types of assets: (1) leasehold improvements; (2) receivables (other than those created by sale of goods) to a member and other investments in or amounts due from any member, employee or other person or entity related to or affiliated with BORROWER); (3) goodwill, patents, copyrights, mailing lists, trade names, trademarks, servicing rights, organizational and franchise costs, bond underwriting costs and other like assets properly classified as intangible, and (4) treasury stock or equity interests, all as determined in accordance with GAAP; provided, however, (x) NET WORTH shall not include any debt due to BORROWER not acceptable to BANK in the exercise of its reasonable discretion, and (y) any TIF Grant funds actually received by BORROWER may be included in the determination of total assets.

1.28 "OBLIGATIONS" means all obligation of BORROWER to BANK of any nature, direct and indirect, absolute or contingent, and however evidenced, including, without limitation, the following:

1.28.1 To pay the principal of, and interest on, the CONSTRUCTION NOTE, the TERM NOTES and the REVOLVING NOTE in accordance with the terms thereof , to pay any fees owed to BANK under this Agreement , and to satisfy all of its other liabilities to BANK whether hereunder or otherwise, whether now existing or hereafter incurred, matured or unmatured, direct or contingent, joint or several, including any extensions, modifications, renewals thereof, and substitutions therefore and including, but not limited to, any obligations under letter of credit agreements and SWAP CONTRACTS;

1.28.2 To repay to BANK all amounts advanced by BANK hereunder, under any other LOAN DOCUMENT (including, without limitation, any protective advance made under the MORTGAGE) or otherwise on behalf of BORROWER, including, but without limitation, advances for principal or interest payments to prior secured parties, mortgagees, or licensors, or taxes, levies, insurance, rent, or repairs to, or maintenance or storage of, any of the real or personal property securing BORROWER’s payment and performance of this AGREEMENT; and

1.28.3 To reimburse BANK, on demand, for BANK’s reasonable and necessary out of pocket expenses and costs, including the reasonable fees and expenses of its counsel, in connection with the preparation, administration, amendment, modification, or enforcement of this AGREEMENT and the LOAN DOCUMENTS required hereunder, including, without limitation, any proceeding brought or threatened, to enforce payment of any of the OBLIGATIONS referred to in this section of the AGREEMENT.

1.29 "PERMIT" or "PERMITS" means any and all licenses, consents or permits required under any federal, state or local law or regulation, including, but not limited to any environmental law or regulation, required to construct and operate the facility on the PROPERTY after completion of the PROJECT at its operational capacity, including without limitation the following:

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1.29.1 An air emissions permit, which PERMIT will allow BORROWER after the COMPLETION DATE to operate the ethanol plant on the PROPERTY after construction of the PROJECT at maximum capacity.

1.29.2 All permits required in connection with the construction and operation of all above or below ground storage tanks included in the PLANS for the ethanol plant.

1.29.3 A National Pollution Discharge Elimination System Construction Permit for any storm water that is discharged during construction and after construction of the PROJECT.

1.30 "PLANS" means the plans, specifications and materials listing prepared by Fagen Engineering, LLC ("FAGEN ENGINEERING") on behalf of BORROWER for the PROJECT and certified to BANK as the plans for the PROJECT by the DESIGN-BUILDER, FAGEN ENGINEERING and BORROWER.

1.31 "PROJECT" means collectively the design and construction of an ethanol plant, administration building and railroad spur, together with all necessary and appropriate fixtures, equipment, attachments, and accessories, as described in the PLANS and the plans, specifications and materials listing relating to the administration building and railroad spur, to be constructed on the PROPERTY.

1.32 "REDUCTION DATE" means the date of any scheduled quarterly payment on the Term Loans as provided for in Section 2.5 below, on which dates the MAXIMUM AVAILABILITY on the LONG TERM REVOLVING NOTE shall reduce by $250,000.00.

1.33 "REVOLVING NOTE" means that promissory note of BORROWER to BANK evidencing the revolving credit facility described in Section 2.8 of this AGREEMENT, its renewals, modifications and extensions.

1.34 "SECURITY AGREEMENT" means the SECURITY AGREEMENT between BORROWER, as debtor, and BANK, as secured party, creating a first priority security interest in all of BORROWER’s assets, including general intangibles and payment intangibles, securing the OBLIGATIONS.

1.35 "SUBCONTRACTOR" means any person who contracts with the DESIGN-BUILDER, the general contractor of the administration building, the general contractor of the railroad spur or BORROWER to perform any work or supply any of the materials or equipment necessary to complete the PROJECT.

1.36 "SWAP CONTRACT" or "SWAP CONTRACTS" means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross currency rate

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swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc. Provided, however, the term SWAP CONTRACT shall not, for the purposes of this AGREEMENT, include commodity hedging or commodity risk management contracts. The term "commodity" includes ethanol, grain, natural gas and other traded commodities.

1.37 "TAX DISTRIBUTIONS" means cash distributions to each of BORROWER’s members in an amount equal to such member’s estimated combined federal, state and local tax liability, after application of all available federal, state and local tax credits allocable to such members, in respect of BORROWER’s income, gain and/or earnings.

1.38 "TERM NOTES" means collectively the FIXED RATE NOTE, VARIABLE RATE NOTE and LONG TERM REVOLVING NOTE to be executed by BORROWER in favor of BANK which evidence permanent financing to pay the CONSTRUCTION NOTE as described in Section 2.5 of this AGREEMENT, their renewals, modifications and extensions.

1.39 "TOTAL PROJECT COST" means the aggregate total cost to acquire the PROPERTY and construct the PROJECT, including all hard and soft costs, as shown in the TOTAL PROJECT COST STATEMENT.

1.40 "TOTAL PROJECT COST STATEMENT" means the budget detailing by category the TOTAL PROJECT COST to acquire the PROPERTY and construct the PROJECT in accordance with the PLANS, as attached hereto as Exhibit G, which has been approved by BANK, as such TOTAL PROJECT COST STATEMENT may be modified, amended or supplemented by "CONSTRUCTION VARIANCE REPORTS" submitted by BORROWER to BANK in connection with a DRAW REQUEST. The "CONSTRUCTION COST STATEMENT" shall be the portion of the TOTAL PROJECT COST STATEMENT applicable to the costs incurred under the CONSTRUCTION CONTRACT with the DESIGN-BUILDER. The TOTAL PROJECT COST STATEMENT includes a "SOURCES AND USES OF FUNDS" which demonstrates the source of funds to be applied to the TOTAL PROJECT COST as shown in the TOTAL PROJECT COST STATEMENT.

1.41 "WORKING CAPITAL" means current assets (less investments in or other amounts due from any member, manager, employee or any person or entity related to or affiliated with BORROWER and prepayments), plus the amount available to BORROWER for drawing under the LONG TERM REVOLVING NOTE, less current liabilities.

SECTION 2 Amount and Terms of the LOANS .

2.1 CONSTRUCTION LOAN . BANK agrees, on the terms and subject to the conditions hereinafter set forth, to make, from time to time during the period from the date of execution of this

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AGREEMENT to and including the CONSTRUCTION LOAN TERMINATION DATE disbursements to BORROWER pursuant to that certain Disbursing Agreement dated of even date with this AGREEMENT among BANK, BORROWER, the TITLE COMPANY (as defined in Section 4.1.11 below) and Homestead Escrow and Exchange Company (the "DISBURSING AGREEMENT"), in an aggregate principal amount not to exceed the amount of the CONSTRUCTION LOAN for the sole purpose of paying approved construction costs of the PROJECT. If, prior to the COMPLETION DATE, there is paid to BANK a third party payment (a grant payment, for example), which is applied to the CONSTRUCTION LOAN, BANK will advance such amount, or a lesser sum, as in BANK’s reasonable discretion is necessary to complete the PROJECT. Approved construction costs are costs actually incurred in connection with the construction of the PROJECT, which shall include but not be limited to costs of PERMITS, licenses, labor, supplies, materials, services, equipment, insurance premiums, real estate taxes and interest on disbursements, and BANK approved operating costs of the ethanol plant. Construction costs do not include the cost associated with payment of lost profits connected with termination under Article 15 of the CONSTRUCTION CONTRACT.

2.2 The CONSTRUCTION NOTE . The obligation of BORROWER to repay the CONSTRUCTION LOAN shall be evidenced by the CONSTRUCTION NOTE. Notwithstanding any provisions of the CONSTRUCTION NOTE, interest shall be payable at the rate provided therein only on such portions of the CONSTRUCTION LOAN proceeds as actually have been disbursed pursuant to this AGREEMENT and the DISBURSING AGREEMENT.

2.3 Interest on the CONSTRUCTION LOAN . Prior to maturity, interest on the principal balance outstanding on the CONSTRUCTION LOAN shall accrue at a rate equal to the one month LIBOR RATE plus 300 hundred basis points, as more particularly set forth in the CONSTRUCTION NOTE. The interest rate on the CONSTRUCTION LOAN shall initially be set two (2) EURODOLLAR BUSINESS DAYS prior to the date of the CONSTRUCTION LOAN, and shall adjust on the 8 ^th day of each month thereafter. After maturity, whether by acceleration or otherwise, interest shall accrue on the CONSTRUCTION LOAN at a rate equal to the one month LIBOR RATE plus nine hundred (900) basis points.

2.4 Repayment of the CONSTRUCTION NOTE . Interest only shall be payable quarterly on the CONSTRUCTION NOTE as more particularly provided for in the CONSTRUCTION NOTE. All outstanding principal and accrued but unpaid interest shall be payable on the LOAN TERMINATION DATE applicable to the CONSTRUCTION NOTE.

2.5 TERM LOANS . The existing balance on the CONSTRUCTION LOAN, including any advance made to increase WORKING CAPITAL, as of CONSTRUCTION LOAN TERMINATION DATE will be restated and said balance will be paid by the TERM NOTES in the forms attached hereto as Exhibits B, C, and D, respectively, and are by this reference made a part hereof. The TERM NOTES evidence the "TERM LOANS". The TERM NOTES shall be amortized on a ten (10) year basis and repaid as follows:

     On the eighth (8th) day of every third (3 ^rd ) month, commencing three (3) months after the CONSTRUCTION LOAN TERMINATION DATE, BORROWER shall pay to BANK the

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scheduled principal payment on the FIXED RATE NOTE shown in Schedule I, attached hereto and by this reference made a part hereof, plus accrued interest on the FIXED RATE NOTE.

     In addition, on the eighth (8th) day of every third (3 ^rd ) month, commencing three (3) months after the CONSTRUCTION LOAN TERMINATION DATE, BORROWER shall pay $1,546,162.02 to BANK, which payment shall be allocated to the TERM LOANS as follows:

After the VARIABLE RATE NOTE has been fully paid, such quarterly payments shall be allocated first to accrued interest on the LONG TERM REVOLVING NOTE, and thence to principal outstanding on the LONG TERM REVOLVING NOTE; provided, however, that, if there is no outstanding interest or principal on the LONG TERM REVOLVING NOTE, or the MAXIMUM AVAILABILITY on the LONG TERM REVOLVING NOTE has been reduced to zero dollars ($0), then such quarterly payment shall no longer be required.

     In addition, on each REDUCTION DATE and EXCESS CASH FLOW REDUCTION DATE, BORROWER shall pay and apply to the then outstanding principal balance of the LONG TERM REVOLVING NOTE, if any, the amount necessary to reduce the outstanding principal balance of the LONG TERM REVOLVING NOTE so that it is within the MAXIMUM AVAILABILITY applicable on each such REDUCTION DATE and EXCESS CASH FLOW REDUCTION DATE.

     All unpaid principal and accrued interest under the TERM LOANS shall be due and payable on the LOAN TERMINATION DATE applicable thereto, if not sooner paid.

2.6 Interest on the TERM LOANS . Prior to maturity, interest shall accrue on the TERM LOANS as follows:

(a). FIXED RATE NOTE. Interest on the principal balance outstanding on the FIXED RATE NOTE shall accrue at a rate equal to the three month LIBOR RATE plus 300 hundred basis points, as more particularly set forth in the FIXED RATE NOTE. The interest rate on the FIXED RATE NOTE shall initially be set two (2) EURODOLLAR BUSINESS DAYS prior to the date of the FIXED RATE NOTE, and shall adjust on the 8th day of every third month thereafter. After maturity, whether by acceleration or otherwise, interest shall accrue on the FIXED RATE NOTE at a rate equal to the three month LIBOR RATE plus nine hundred (900) basis points.

(b). VARIABLE RATE NOTE. Subject to the incentive pricing provisions contained in Section 2.15 of this AGREEMENT, interest on the principal balance outstanding on the VARIABLE RATE NOTE shall accrue at a rate equal to the three month LIBOR RATE plus 300 hundred basis points, as more particularly set forth in the VARIABLE RATE NOTE. The interest rate on the VARIABLE RATE NOTE shall initially be set two (2)

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EURODOLLAR BUSINESS DAYS prior to the date of the VARIABLE RATE NOTE, and shall adjust on the 8th day of every third month thereafter. After maturity, whether by acceleration or otherwise, interest shall accrue on the VARIABLE RATE NOTE at a rate equal to the three month LIBOR RATE plus nine hundred (900) basis points.

(c). LONG TERM REVOLVING NOTE. Subject to the incentive pricing provisions contained in Section 2.15 of this AGREEMENT, interest on the principal balance outstanding on the LONG TERM REVOLVING NOTE shall accrue at a rate equal to the one month LIBOR RATE plus 300 hundred basis points, as more particularly set forth in the LONG TERM REVOLVING NOTE. The interest rate on the LONG TERM REVOLVING NOTE shall initially be set two (2) EURODOLLAR BUSINESS DAYS prior to the date of the LONG TERM REVOLVING NOTE, and shall adjust on the 8th day of every month thereafter. After maturity, whether by acceleration or otherwise, interest shall accrue on the LONG TERM REVOLVING NOTE at a rate equal to the one month LIBOR RATE plus nine hundred (900) basis points.

2.7 LONG TERM REVOLVING NOTE . BANK agrees to lend $10,000,000.00 to BORROWER pursuant to this facility (reducing on each REDUCTION DATE and EXCESS CASH FLOW REDUCTION DATE as provided for above). BANK will credit proceeds of this revolving loan ("LONG TERM REVOLVING LOAN") to BORROWER’s deposit account with BANK, bearing number 110118921.

2.7.1 Subject to the terms hereof, BANK will lend BORROWER, from time to time until the LOAN TERMINATION DATE such sums as BORROWER may request by reasonable same day notice to BANK, received by BANK not later than 11:00 A.M. of such day, but which shall not exceed in the aggregate principal amount at any one time outstanding, the MAXIMUM AVAILABILITY in effect on the date of any requested advance. BORROWER may borrow, repay without penalty or premium and reborrow hereunder, from the date of this AGREEMENT until the LOAN TERMINATION DATE, either the full amount of the MAXIMUM AVAILABILITY or any lesser sum.

2.8 REVOLVING LOAN . BANK agrees to lend $10,000,000.00 to BORROWER pursuant to this facility. BANK will credit proceeds of this revolving loan ("REVOLVING LOAN") to BORROWER’s deposit account with BANK, bearing number 110118921.

2.8.1 Subject to the terms hereof, BANK will lend BORROWER, from time to time until the LOAN TERMINATION DATE, such sums as BORROWER may request by reasonable same day notice to BANK, received by BANK not later than 11:00 A.M. of such day, but which shall not exceed in the aggregate principal amount at any one time outstanding, the lesser of (i) $10,000,000.00 or (ii) the BORROWING BASE (the "REVOLVING LOAN COMMITMENT"). BORROWER may borrow, repay without penalty or premium and reborrow hereunder, from the date of this AGREEMENT until the LOAN TERMINATION DATE, either the full amount of the REVOLVING LOAN COMMITMENT or any lesser sum. It is the intention of the parties that the outstanding balance of the REVOLVING LOAN shall not exceed the BORROWING BASE, as required in Section 6.1.9, and if at any

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time said balance exceeds the BORROWING BASE, BORROWER shall forthwith pay BANK sufficient funds to reduce the balance of the REVOLVING LOAN until it is in compliance with this requirement.

2.9 THE REVOLVING NOTE . The REVOLVING LOAN COMMITMENT shall be evidenced by a REVOLVING NOTE having stated maturity on the LOAN TERMINATION DATE applicable thereto, in the form attached hereto as Exhibit E.

2.10 INTEREST ON THE REVOLVING NOTE . Prior to maturity and subject to the incentive pricing provisions contained in Section 2.15 of this AGREEMENT, interest on the principal balance outstanding on the REVOLVING NOTE shall accrue at a rate equal to the one month LIBOR RATE plus 300 hundred basis points, as more particularly set forth in the REVOLVING NOTE. The interest rate on the REVOLVING NOTE shall initially be set two (2) EURODOLLAR BUSINESS DAYS prior to the date of the REVOLVING NOTE, and shall adjust on the 8th day of each month thereafter. After maturity, whether by acceleration or otherwise, interest shall accrue on the REVOLVING NOTE at a rate equal to the one month LIBOR RATE plus nine hundred (900) basis points.

2.11 LETTERS OF CREDIT . BANK will issue its letters of credit at BORROWER’s request, on BORROWER’s account, pursuant to BANK’s customary policies and with its standardized documents, in amounts outstanding at no time exceeding $3,000,000.00 in the aggregate.

2.12 Payments and Prepayments . All principal, interest and fees due under the OBLIGATIONS and the LOAN DOCUMENTS shall be paid in immediately available funds as contracted in this AGREEMENT and no later than the payment due dates set forth in the applicable NOTES (and with regards to fees, the due dates set forth in the periodic statements mailed to BORROWER by BANK). Should a payment come due on a day other than a BANKING DAY, then the payment shall be made no later than the next BANKING DAY and interest shall continue to accrue during the extended period.

     On the occasion of any prepayment of the CONSTRUCTION NOTE or all TERM NOTES in full as a result of refinancing with a lender other than BANK, BORROWER will pay to BANK a prepayment fee calculated as follows: If the prepayment occurs during the construction of the PROJECT or within the first two (2) years of the TERM LOANS, a fee of one (1%) percent of the original amount or exposure of the LOANS.

     In the event that BORROWER pre-pays all of the FIXED RATE NOTE or VARIABLE RATE NOTE, where the rate is fixed in excess of one month, and except as to such payments as required by this AGREEMENT, BORROWER shall pay BANK a breakage fee sufficient to make BANK whole for any expenses actually incurred by BANK related to breaking fixed interest rates, which BANK shall apportion among its participants; provided, however, no payment of EXCESS CASH FLOW shall be the cause of a payment to BANK for interest rate breakage fees or otherwise result in any prepayment fee.

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2.13 Fees . BORROWER shall pay to BANK the fees and other amounts described and provided for in that certain fee letter of even date with this AGREEMENT between BORROWER and BANK (as it may be amended or modified and in effect from time to time, the "FEE LETTER") in accordance with the terms of the FEE LETTER.

In addition to the fees described and provided for in the FEE LETTER, BORROWER agrees to pay BANK an unused commitment fee equal to 35 basis points of the average unused portion of the REVOLVING LOAN COMMITMENT and of LONG TERM REVOLVING NOTE, calculated and payable on a quarterly basis in arrears; provided, however, the unused commitment fees on same shall not apply and be payable by BORROWER until the CONSTRUCTION LOAN TERMINATION DATE. BORROWER shall pay BANK commitment fees equal to Two and One-Quarter percent (2.25%) percent of outstanding Letters of Credit issued on BORROWER’s account, together with such other fees as are consistent with BANK’s then current International Trade Services Fee Schedule.

2.14 Appraisal . If BANK is required by any government entity with regulatory authority over BANK to obtain a real estate appraisal , BANK will obtain, at BORROWER’s expense, an appraisal of the PROJECT and PROPERTY providing values obtained by use of the cost approach, the income approach and the replacement cost approach. If such appraisal shows that the outstanding CONSTRUCTION LOAN amount at that time exceeds the value of the PROJECT and PROPERTY as determined by the appraisal, using the replacement cost approach, then BORROWER shall, within thirty (30) days of notice by BANK and without penalty or premium, pay the difference between the outstanding CONSTRUCTION LOAN amount and the appraised value amount of the PROJECT and PROPERTY as determined by such appraisal, and no further advances shall be made on the CONSTRUCTION LOAN thereafter until such time as the appraised value of the PROJECT and PROPERTY exceeds the CONSTRUCTION LOAN amount.

2.15 Incentive Pricing . The interest rate applicable to the REVOLVING LOAN, VARIABLE RATE NOTE and the LONG TERM REVOLVING NOTE is subject to reduction commencing six months subsequent to CONSTRUCTION LOAN TERMINATION DATE, based on the most recent interim financial statements delivered by or on behalf of BORROWER to BANK. In the event that BORROWER maintains the following ratios, measured quarterly, the interest rate will be reduced accordingly:

Provided, however, that if on or before the CONSTRUCTION LOAN TERMINATION DATE, BORROWER can demonstrate to BANK, and BANK in its discretion determines, that fifty percent

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(50%) of the TOTAL PROJECT COST was funded by BORROWER’S equity and not the CONSTRUCTION LOAN, then the following Incentive Pricing shall apply to the principal outstanding on the REVOLVING NOTE, VARIABLE RATE NOTE and the LONG TERM REVOLVING NOTE, commencing six months subsequent to the CONSTRUCTION LOAN TERMINATION DATE, based on the most recent interim financial statements delivered by or on behalf of BORROWER to BANK (with the INDEBTEDNESS to NET WORTH ratio measured quarterly):

SECTION 3 Disbursement Procedures .

3.1 Submission of DRAW REQUESTS . BORROWER has submitted to BANK, and BANK has approved, the TOTAL PROJECT COST STATEMENT. Whenever BORROWER desires a disbursement under the CONSTRUCTION LOAN, which shall be no more often than three (3) times a month, unless BANK agrees otherwise, BORROWER shall submit to BANK a DRAW REQUEST, duly executed on behalf of BORROWER setting forth the information requested therein. Each DRAW REQUEST shall be delivered to BANK at least ten (10) days before the date the disbursement is desired.

3.2 Amount of DRAW REQUEST . Each DRAW REQUEST shall be limited to amounts equal to (i) the total of costs actually incurred and paid or owing by BORROWER to the date of such DRAW REQUEST for work performed or materials incorporated in the PROJECT as described in the PLANS, plus (ii) the cost of materials and equipment not incorporated in the PROJECT, but delivered to and suitably stored at the PROJECT site, plus (iii) prepayments for equipment when prepayment is required by the manufacturer or supplier or, with BANK’s prior written approval, when such prepayment results in a material financial benefit to BORROWER; plus (iv) any other hard or soft costs which are consistent with the TOTAL PROJECT COST STATEMENT approved by BANK, as modified or supplemented by any CONSTRUCTION VARIANCE REPORT approved by BANK, for which a disbursement under the CONSTRUCTION LOAN is available as demonstrated in the SOURCES AND USES OF FUNDS; less, (v) prior disbursements for such costs and from the CONSTRUCTION LOAN or BORROWER’s WORKING CAPITAL for such costs. Notwithstanding anything herein to the contrary, no disbursements for materials stored at the PROJECT site will be made by BANK unless BORROWER shall advise BANK of its intention to store materials prior to their delivery, and provide suitable security for such storage.

3.3 Other Documents . At the time of submission of each DRAW REQUEST, BORROWER shall submit or cause to be submitted to BANK the following:

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3.3.1. A written lien waiver from the DESIGN-BUILDER and each SUBCONTRACTOR for work done and materials supplied by it which were paid for pursuant to the next preceding DRAW REQUEST with copies of all invoices supporting the DRAW REQUEST.

3.3.2. A document from BORROWER and DESIGN-BUILDER or SUBCONTRACTOR (as applicable), and if applicable, the INDEPENDENT INSPECTOR requesting and/or approving payment of the relevant DRAW REQUEST.

3.3.3. Such other supporting evidence as may be reasonably requested by BANK to substantiate all payments which are to be made out of the relevant DRAW REQUEST and/or to substantiate all payments then made with respect to the PROJECT.

3.3.4. Subject to the provisions of Section 3.4 below, if BORROWER desires to reallocate funds from one budget category to another or modify, amend or supplement the TOTAL PROJECT COST STATEMENT, then BORROWER shall submit to BANK for BANK’S approval a CONSTRUCTION VARIANCE REPORT showing the details of such reallocation, modification, amendment or supplement. BANK may approve or disapprove of such CONSTRUCTION VARIANCE REPORT in BANK’s discretion, but BANK’s approval shall not be unreasonably withheld.

3.4 Cost Over Runs . BORROWER agrees that all cost over runs on the PROJECT shall be paid solely by BORROWER and that BORROWER shall deliver additional funds to BANK in accordance with Section 3.6 of this AGREEMENT to pay any cash required to fund cost over runs on the PROJECT. Notwithstanding the foregoing, BORROWER shall be entitled to apply any previously achieved savings in any completed category of the TOTAL PROJECT COST STATEMENT to pay for any such cost over runs. In addition, BORROWER may from time to time request that the contingency fund line item in the TOTAL PROJECT COST STATEMENT be reallocated to pay needed costs of the PROJECT. Such requests shall be subject to BANK’s written approval in its reasonable discretion, which shall not be unreasonably withheld. Notwithstanding the foregoing, BORROWER shall be entitled to advances from the contingency fund line item in the TOTAL PROJECT COST STATEMENT so long as at all times there are sufficient funds remaining from all sources identified in the SOURCES AND USES OF FUNDS to complete the construction of the PROJECT in accordance with the PLANS in the discretion of BANK.

3.5 Making the Disbursements . If on the date a DRAW REQUEST is received by BANK, BORROWER has performed all of its agreements and complied with all requirements therefore to be performed or complied with hereunder including satisfaction of all applicable conditions precedent contained in Section 4 of this AGREEMENT and, if required by BANK, BANK has received a current report from the INDEPENDENT INSPECTOR documenting compliance with the PLANS for those portions of the PROJECT indicated as completed in the DRAW REQUEST and otherwise confirming the acceptability of the PROJECT work represented by the DRAW REQUEST, BANK shall pay to the ESCROW COMPANY (as defined in the DISBURSING AGREEMENT) for disbursement to BORROWER in accordance with the DISBURSING AGREEMENT the amount of the requested disbursement. Each disbursement disbursed to BORROWER under the

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CONSTRUCTION LOAN shall bear interest at the rate provided in the CONSTRUCTION NOTE evidencing the disbursement from the date such disbursement is so disbursed to BORROWER or deposited into BORROWER’s account.

3.6 Deposit of Funds by BORROWER . If the INDEPENDENT INSPECTOR shall at any time in good faith determine that the undisbursed amount of the CONSTRUCTION LOAN is less than the amount required to pay all cash required to pay costs and expenses of any kind which reasonably may be anticipated in connection with the completion of the PROJECT after application of all funds received from BORROWER’s equity and shall thereupon send written notice thereof to BORROWER specifying the amount required to be deposited by BORROWER with BANK to provide sufficient funds to complete the PROJECT, BORROWER agrees that it will, within forty-five (45) calendar days of receipt of any such notice, deposit with BANK, the amount of funds specified in BANK’s notice. BORROWER agrees that any such funds deposited with BANK may be disbursed before any further disbursement of CONSTRUCTION LOAN proceeds from BANK, to pay any and all costs and expenses of any kind in connection with completion of the PROJECT.

3.7 Disbursements Without Receipt of DRAW REQUEST . Notwithstanding anything herein to the contrary, BANK shall have the irrevocable right at any time and from time to time to apply funds which it agrees to disburse hereunder to pay interest on the CONSTRUCTION NOTE as and when such interest becomes due, and to pay any and all of the expenses of BANK related to the PROJECT and the CONSTRUCTION LOAN, all without receipt of a DRAW REQUEST.

3.8 Miscellaneous Procedures . BANK may establish additional procedures regarding disbursements as are reasonable to assure the proceeds of the CONSTRUCTION LOAN are paid only to those persons and entities entitled to the same, and that the liens securing the OBLIGATIONS are in all cases first and paramount liens on the PROPERTY.

3.9 Appointment of INDEPENDENT INSPECTOR . No DRAW REQUEST shall be honored after commencement of construction unless BORROWER has acknowledged the appointment of an INDEPENDENT INSPECTOR.

SECTION 4 Conditions of Lending .

4.1 Conditions Precedent to the Initial Disbursement . The obligation of BANK to make the initial disbursement under the CONSTRUCTION LOAN is subject to the condition precedent that BORROWER shall be in compliance with the conditions set forth in Section 4.2 of this AGREEMENT and to the further condition precedent that, unless waived by BANK in writing in the post-closing letter agreement, BANK shall have received on or before the CLOSING all of the following, each dated (unless otherwise indicated) the day of CLOSING, in form and substance satisfactory to BANK:

4.1.1 This AGREEMENT, and the CONSTRUCTION NOTE, duly executed on behalf of BORROWER and delivered to BANK.

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4.1.2 The MORTGAGE duly executed on behalf of BORROWER and in form acceptable for recording in Randolph County, Indiana.

4.1.3 The FEE LETTER duly executed by BORROWER and delivered to BANK.

4.1.4 The SECURITY AGREEMENT, duly executed on behalf of BORROWER and delivered to BANK.

4.1.5 A financing statement or statements sufficient when filed to perfect the security interests granted under the MORTGAGE, the SECURITY AGREEMENT, and the ASSIGNMENT OF CONSTRUCTION CONTRACT, to the extent such security interests are capable of being perfected by filing, and a deposit account control agreement in form and substance acceptable to BANK to perfect BANK’s security interest in any deposit accounts maintained by BORROWER with financial institutions other than BANK.

4.1.6 A copy of the PLANS, certified by FAGEN ENGINEERING, DESIGN-BUILDER and BORROWER.

4.1.7 The ASSIGNMENT OF CONSTRUCTION CONTRACT, duly executed by BORROWER and consented to by the DESIGN-BUILDER and a copy of the CONSTRUCTION CONTRACT, together with the General Conditions of Contract referred to therein, if any, and an assignment of the general construction contract for the administration building and railroad spur and a copy of such general contracts.

4.1.8 A TOTAL PROJECT COST STATEMENT on the PROJECT duly executed by BORROWER, setting forth the anticipated total cost of the PROJECT’s completion, and a CONSTRUCTION COST STATEMENT duly executed by the DESIGN-BUILDER, setting forth its anticipated construction costs of the PROJECT.

4.1.9 An ALTA/ACSM Land Title Survey prepared in accordance with the current accuracy standards jointly adopted by ALTA (American Land Title Association), ACSM (American Congress on Surveying and Mapping) and NSPS (National Society of Professional Surveyors) together with optional survey requirements #2 (vicinity map showing the property surveyed in reference to nearby highway(s) or major street intersections); #6 (identify setbacks); #7 (identify exterior dimensions of all existing and proposed buildings "As-Built", including square footage of exterior footprint of all buildings, gross floor area of all buildings); and #11 (location of utilities). The survey shall show the location of all easements and encroachments onto or from the PROPERTY that are visible on the PROPERTY, known to the surveyor preparing the survey or of record, identifying easements of record by recording data. Such surveyor shall certify there are no easements or encroachments upon the PROPERTY except as shown on the survey.

4.1.10 An as built appraisal based upon the PLANS to be performed by Natwick Associates Appraisal Services which shows the as-completed value of the PROPERTY and PROJECT addressed to and otherwise acceptable to BANK.

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4.1.11 A title binder, issued by Stewart Title Services of Indiana, Inc. as agent of Stewart Title Guaranty Company (the "TITLE COMPANY") at BORROWER’s expense, constituting a commitment by the TITLE COMPANY to issue a mortgagee’s title policy in favor of BANK as mortgagee under the MORTGAGE and an owner’s title policy to BORROWER, that will be free from all standard exceptions, including mechanics’ liens and all other exceptions not previously approved by BANK and that will insure the MORTGAGE to be a valid first lien on the PROPERTY. Such loan policy shall include additional rider coverage as may be requested by BANK, including, without limitation, the following ALTA endorsement forms:

4.1.12 A soil report on the PROPERTY certified by a registered engineer including structural design recommendations in form and substance satisfactory to BANK. Such report shall include soil borings and geo-technical analyses.

4.1.13 A Phase I Environmental Report of the PROPERTY, as well as any subsequent Limited Environmental Site Assessments issued prior to CLOSING, and such other environmental testing and due diligence as may be reasonably required by BANK, all in form and content satisfactory to BANK and establishing the environmental condition of the PROPERTY as satisfactory to BANK.

4.1.14 An assignment of any License Agreements with ICM, INC., and ICM, INC.’s consent to any such assignment.

4.1.15 Copies of all PERMITS from the applicable regulatory agencies from whom a permit or license is required as of the then current stage of the PROJECT.

4.1.16 Copies of documents from the appropriate state, federal, city or county authority having jurisdiction over the PROPERTY and the PROJECT that provide to the reasonable satisfaction of BANK that the PROJECT when constructed in accordance with the PLANS will comply in all material respects with all applicable ordinances, zoning, subdivision, platting, environmental and land use requirements, without special variance or exception, and such other evidence as BANK shall reasonably request to establish that the PROJECT and the contemplated use thereof are permitted by and comply in all material respects with

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all applicable use or other restrictions and requirements in prior conveyances, zoning ordinances, environmental laws and regulations, water shed district regulations and all other applicable laws or regulations, and governmental authorities having jurisdiction over the PROJECT. BORROWER is not required to obtain advance confirmation from any governmental body that the PROJECT will comply with such ordinances, regulations and requirements.

4.1.17 Copies of certificates of insurance demonstrating the types, levels, deductibles, endorsements and other coverage parameter issues to the satisfaction of BANK for builder’s risk insurance, commercial general liability, an umbrella policy, business automobile liability insurance, environmental liability insurance, worker’s compensation insurance, and permanent all risk property insurance thirty days prior to completion of construction, all as required under Section 6.3 of this AGREEMENT, with all such insurance in full force and effect and approved by BANK, in the exercise of its reasonable discretion, and naming BANK as an additional insured and loss payee together with appropriate flood insurance, if the PROPERTY is in a flood hazard area. Notwithstanding the foregoing, BORROWER is not required to obtain worker’s compensation insurance until required by applicable law. In addition, BORROWER shall provide to BANK proof of insurance for business interruption/extra expense coverage for six months of operating expenses, and also directors/officers errors and omissions coverage in a minimum amount of $3,000,000.00.

4.1.18 A signed opinion of counsel for BORROWER, addressed to BANK, in form and substance acceptable to BANK and BANK’s counsel.

4.1.19 A Certificate of Authority or Secretary’s Certificate executed by such person or persons authorized by BORROWER’s organizational documents and/or agreements to do so, certifying the incumbency and signatures of the officers or other persons authorized to execute the LOAN DOCUMENTS to which it is a party, and authorizing the execution of the LOAN DOCUMENTS to which it is a party and performance in accordance with their terms.

4.1.20 A recently certified copy of BORROWER’s Second Amended and Restated Operating Agreement, and any amendments thereto, if applicable.

4.1.21 A recently certified copy of BORROWER’s Articles of Organization and any amendments, if applicable.

4.1.22 A certificate of existence for BORROWER from the office of the Indiana Secretary of State.

4.1.23 Proof of injection of equity capital into BORROWER of no less than $70,000,000.00 and any funds actually received from tax increment financing or TIF programs.

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4.1.24 A copy of any MARKETING AND RISK MANAGEMENT CONTRACTS, together with assignments in favor of BANK in form satisfactory to BANK, as well as control agreements reasonably requested by BANK, in form reasonably acceptable to BANK.

4.1.25 A copy of any existing contracts for BORROWER’s natural gas, electricity, water service and grain procurement and assignments of such contracts along with the consent of BORROWER’s vendors under such contracts.

4.1.26 Evidence satisfactory to BANK that BORROWER has acquired marketable fee simple title to the PROPERTY subject only to the Permitted Exceptions identified in the MORTGAGE, and an easement to discharge water over an adjoining landowner’s property.

4.1.27 Documentation of the SWAP CONTRACTS in form satisfactory to BANK.

4.2 Conditions Precedent to All Disbursements on the CONSTRUCTION LOAN . The obligation of BANK to make any advances under the CONSTRUCTION LOAN (including the initial disbursement) is subject to the further conditions precedent that BORROWER shall remain in compliance with the conditions precedent contained in Section 4.1 of this AGREEMENT and, unless waived by BANK in writing in the post-closing letter agreement, BANK shall have received on or before the submission of a DRAW REQUEST for such advance all of the following in form and substance satisfactory to BANK:

4.2.1 The disbursement requirements of Section 3 of this AGREEMENT have been satisfied.

4.2.2 That the INDEPENDENT INSPECTOR, based upon on-site inspections of the PROJECT, has reported to BANK that the portion of the PROJECT completed as of the date of last inspection by the INDEPENDENT INSPECTOR has been completed in accordance with the PLANS and that the PROJECT can be completed by the CONSTRUCTION LOAN TERMINATION DATE in accordance with the PLANS for the remaining funds available for construction of the PROJECT.

4.2.3 The TITLE COMPANY shall have issued an endorsement to the loan policy of title insurance reflecting the amount of all previous advances on the CONSTRUCTION LOAN, insuring the continued priority of the MORTGAGE over mechanics’ liens and similar liens and showing no exceptions to title other than those previously approved by BANK and the TITLE COMPANY will issue an endorsement insuring the requested advance on the CONSTRUCTION LOAN upon compliance with the terms of the DISBURSING AGREEMENT.

4.2.4 Construction of the PROJECT to the date of the request for the advance has been completed in accordance with all applicable laws, rules, restrictions, regulations and PERMITS, and BORROWER has complied with all applicable PERMITS and such PERMITS remain valid and have not been terminated, revoked or restricted, or modified, altered, restated or amended without the prior written consent of BANK.

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4.2.5 BORROWER, DESIGN-BUILDER and each SUBCONTRACTOR have each materially complied with all of their respective obligations under the CONSTRUCTION CONTRACT and other general contracts for the construction of the railroad spur and administration building and the CONSTRUCTION CONTRACT and such other general contracts remain in full force and effect.

4.2.6 Evidence satisfactory to BANK that all then due installments of general real estate taxes, special assessments and other levies against the PROPERTY or the PROJECT have been paid in full.

4.2.7 BORROWER has expended the equity referenced in Section 4.1.23 above and any TIF and grant funds on the PROJECT in accordance with the SOURCES AND USES OF FUNDS.

4.2.8 The representations and warranties contained in Section 5 of this AGREEMENT are correct in all material respects on and as of the date of such disbursement as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date and except to the extent of changes permitted under the terms of this AGREEMENT.

4.2.9 No event has occurred and is continuing, or would result from such disbursement, which constitutes an EVENT OF DEFAULT.

4.2.10 No determination shall have been made by BANK that the undisbursed amount of the CONSTRUCTION LOAN is less than the amount required to pay all costs and expenses of any kind which reasonably may be anticipated in connection with the completion of the PROJECT; or, if such a determination has been made and notice thereof sent to BORROWER in accordance with this AGREEMENT, BORROWER shall have deposited the necessary funds with BANK in accordance with the Section 3.6 of this AGREEMENT.

4.2.11 If required by BANK, BANK shall be furnished with a statement from BORROWER and the DESIGN-BUILDER, in form and substance satisfactory to BANK, in the exercise of its reasonable discretion, setting forth the names, addresses and amounts due or to become due, as well as the amounts previously paid, to every SUBCONTRACTOR whose charges exceed $20,000.00.

4.2.12 No PERMIT necessary for the construction of the PROJECT shall have been revoked or the issuance thereof subjected to challenge before any court or other governmental authority having or asserting jurisdiction as to the PROJECT.

4.2.13 The parties intend that the CONSTRUCTION LOAN is available to fund the lesser of fifty-five percent (55%) of the TOTAL PROJECT COST as shown in the TOTAL PROJECT COST STATEMENT, including all other approved expenses as set forth in the final version of the SOURCES AND USES OF FUNDS document furnished to BANK by BORROWER prior to CLOSING, or $83,000,000.00. No advances or disbursements under

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the CONSTRUCTION LOAN shall exceed such levels, unless BANK consents in writing to the same.

4.3 Conditions Precedent to the Final Disbursements . The obligation of BANK to make the final disbursement on the CONSTRUCTION LOAN shall be subject to the condition precedent that BORROWER shall be in compliance with all conditions set forth in Sections 4.1 and 4.2 of this AGREEMENT and, further, that the following conditions shall have been satisfied on or prior to the CONSTRUCTION LOAN TERMINATION DATE:

4.3.1 The PROJECT has been completed in material compliance with the PLANS and BANK shall have received a certificate of completion from the DESIGN-BUILDER, certifying that (i) work on the PROJECT has been completed in material compliance with the PLANS and all labor, services, materials and supplies used in such work have been paid for and (ii) the completed PROJECT conforms in all material respects with all applicable zoning, land use planning, building and environmental laws and regulations of the governmental authorities having jurisdiction over the PROJECT.

4.3.2 BANK has received satisfactory evidence that all work requiring inspection by municipal or other governmental authorities having jurisdiction has been duly inspected and approved by such authorities and by the rating or inspection organization, bureau, corporation or office having jurisdiction.

4.3.3 BANK shall have received a lien waiver from each SUBCONTRACTOR whose charges exceed $20,000.00 and the DESIGN-BUILDER for all work done and for all materials furnished by it for the PROJECT.

4.3.4 BANK has received an itemized list from BORROWER of all material items of equipment and fixtures, which are at that time subject to BANK’s security interest.

4.3.5 BORROWER has hired a plant operations manager or general manager acceptable to BANK in the exercise of BANK’s reasonable discretion, with one or the other experienced in ethanol plant operations and management.

4.3.6 [RESERVED]

4.4 No Waiver . The making of any disbursement under the CONSTRUCTION LOAN prior to fulfillment of any condition thereto shall not be construed as a waiver of such condition, and BANK reserves the right to require fulfillment of any and all such conditions prior to making any subsequent disbursements under the CONSTRUCTION LOAN.

SECTION 5 Representations and Warranties .

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To induce BANK to enter into this AGREEMENT, BORROWER makes the following representations and warranties and agrees that each DRAW REQUEST and each request for an advance under the REVOLVING LOAN or LONG TERM REVOLVING LOAN constitutes a reaffirmation of these representations and warranties and that such representations and warranties shall survive until all of the OBLIGATIONS are fully and finally paid:

5.1 Existence and Power . BORROWER is a limited liability company duly organized and existing under the laws of the State of Indiana. BORROWER has accomplished all necessary actions required by a limited liability company under applicable law to own the PROPERTY and construct the PROJECT, and to execute and deliver, and to perform all of its obligations under the LOAN DOCUMENTS to which it is a party.

5.2 Authorization of Borrowing; No Conflict as to Law or Other Agreements . The execution, delivery and performance by BORROWER of the LOAN DOCUMENTS and the borrowings from time to time hereunder have been duly authorized by all necessary limited liability c