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THIRD SUPPLEMENT AND FORBEARANCE TO THE MASTER CREDIT AGREEMENT

Default Notice Forbearance Agreement

THIRD SUPPLEMENT AND                                FORBEARANCE TO THE MASTER CREDIT AGREEMENT | Document Parties: NEDAK ETHANOL, LLC You are currently viewing:
This Default Notice Forbearance Agreement involves

NEDAK ETHANOL, LLC

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Title: THIRD SUPPLEMENT AND FORBEARANCE TO THE MASTER CREDIT AGREEMENT
Governing Law: North Dakota     Date: 4/15/2008

THIRD SUPPLEMENT AND                                FORBEARANCE TO THE MASTER CREDIT AGREEMENT, Parties: nedak ethanol  llc
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                                THIRD SUPPLEMENT
                                       AND
                                   FORBEARANCE
                                     TO THE
                             MASTER CREDIT AGREEMENT


     THIS  THIRD  SUPPLEMENT  AND  FORBEARANCE  TO THE MASTER 
CREDIT  AGREEMENT
("
Third Supplement
") is made and entered into as of ______________, 
2008, by and between NEDAK ETHANOL, LLC, a  Nebraska  limited 
liability company  
("Borrower"),  and  AGCOUNTRY FARM CREDIT SERVICES,  FCA (formerly 
Farm  Credit 
Services of Grand Forks,  FLCA)("

Lender
").

                                   
RECITALS:


     A.  Lender and  Borrower  have  entered  into that  certain 
Master  Credit
Agreement  dated as of February 14, 2007 (the "
Master Credit  Agreement
"),  that
certain First  Supplement to Master  Credit  Agreement  dated as of
February 14,
2007 (the "
First  Supplement
"),  and that certain  Second  Supplement  to Master
Credit   Agreement   dated  as  of  February  14,  2007  ("
Second   Supplement
")
(collectively,   the  Master  Credit  Agreement,  First  Supplement
 and  Second
Supplement, as amended, replaced,  restated, modified, or
supplemented from time
to time, are referred to as the "
Master Agreement
") pursuant to which Lender has
extended  certain  credit  facilities to Borrower under the terms
and conditions
set forth in the Master Agreement.

     B. The Project Costs have exceeded the  projected  budget by 
approximately
$20.0 million.

     C. The excess  Project  Costs have created one or more 
defaults  under the
Master Agreement and that certain Disbursing  Agreement dated as of
February 14,
2007 by and  among  Borrower,  Lender  and  Disbursing  Agent  (the
 "
Disbursing
Agreement
").

     D. In the letter dated April __, 2008,  Lender has agreed to
forebear  from
declaring a default,  but Lender is not precluded from subsequently
 declaring a
default at any time it elects to do so in Lender's sole discretion.

     E. As a  condition  to  advancing  any  portion of the Loan to
Lender on or
subsequent  to the Effective  Date,  Borrower and Lender desire to
further amend
the Master  Agreement  as set forth in this  Third  Supplement  to 
provide  for
additional terms and conditions.


                                   AGREEMENT:


     Now,  therefore,  in  consideration  of the mutual covenants
and agreements
herein  contained  and other good and  valuable  consideration, 
the receipt and
adequacy of which are hereby  acknowledged,  the parties  hereto
hereby agree as
follows:



A. 
Amendments to Master Agreement.
 The Master Agreement is amended as follows:


     1. Section 1.01 is amended to add the following definitions:


     
Definitions
. Capitalized terms used and not otherwise defined in this Third
Supplement  have  the  meanings  attributed  to  them  below  or in
 the  Master
Agreement.  Definitions  in this  Third  Supplement  control  over 
inconsistent
definitions  in the Master  Agreement,  but only to the extent the
defined terms
apply to Loans under this Third Supplement.  Definitions set forth
in the Master
Agreement control for all other purposes. As used in this Third
Supplement,  the
following terms have the following meanings:

     "
Bank of America LOC
" means the Letter of Credit from Bank of America dated
November 28, 2006 in the amount of $5,000,000.

     
"Bank of  Virginia  LOC
" means the Letter of Credit  from Bank of  Virginia
dated December 10, 2007 in the amount of $513,000.

     "
Bank  Hapoalim  LOC
" means the Letter of Credit from Bank  Hapoalim  dated
April _, 2008 in the amount of $8,000,000.

     "
Bateman
" means Bateman Litwin N.V.

     "
Bateman   Guarantee
"   means  the  guarantee   from  Bateman  to  Borrower
guaranteeing Delta-T Corporation's performance of the Construction
Agreement.

     "
Construction Lien
" means the Construction Lien filed against
Borrower on February 22, 2008 by Plant Performance  Services,  LLC
with the Holt
County Register of Deeds.

     "
Earnings
" means NEDAK's net income for the quarterly periods ending
March 31,  June 30,  September  30 and  December  31 as  determined
 by  NEDAK's
financial   statements  prepared  according  to  generally 
accepted  accounting
principles.

     "
FNBO
" means First National Bank of Omaha.

     "
LOC's
"  means the Bank of America  LOC,  the Bank of Virginia  LOC and
the
Bank Hapoalim LOC.

     
2. Article II,  Section 2.01 II is amended to add the following 
Conditions
Precedent.


         In  addition  to the  Conditions  Precedent  set  forth 
in the  Master
Agreement,  Lender will have no  obligation  under this Third 
Supplement or any
other  Loan  Document  until  each  of the  following  conditions 
precedent  is
satisfied or waived in accordance with Section 8.02 of the Master
Agreement:

          
(a)
 Bateman  shall have  delivered the executed  Bateman  Guarantee to
     Borrower  in the form that is  attached  to the  Letter of 
Commitment  and
     Intent dated January 28, 2008;



          
(b)
  Borrower  shall have  assigned  the Bateman  Guarantee  to Lender
     pursuant to the Collateral  Assignment of Bateman  Guarantee
in a form that
     is acceptable to Lender;

          
(c)
 The LOC's shall have been delivered to Borrower;

          
(d)
 The  Bank  Hapoalim  LOC  shall  have  been  confirmed  by FNBO as
     evidenced in writing satisfactory to Lender;

          
(e)
  Borrower  shall  have  assigned  the  LOCs  to  Lender  in a form
     acceptable to Lender;

          
(f)
 Borrower and Delta-T  shall have  executed the  Amendment No. 3 to
     Engineering,  Procurement and Construction Services Contract
dated April _,
     2008 in substantially in a form acceptable to Lender;

          
(g)
 Delta-T,  NEDAk and Bateman shall have executed the Amended Letter
     of  Commitment  and  Intent  dated  April _, 2008 (the 
"Amended  Letter of
     Commitment");

          
(h)
 Borrower  shall have assigned the Amended  Letter of Commitment to
     Lender 

     

 
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