Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
     
þ   Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the fiscal quarter ended June 30, 2008

OR
     
o   Transition report under Section 13 or 15(d) of the Exchange Act.
For the transition period from                      to                      .

Commission file number 000-53036
CARDINAL ETHANOL, LLC
(Exact name of small business issuer as specified in its charter)
     
Indiana
(State or other jurisdiction of
incorporation or organization)
  20-2327916
(I.R.S. Employer Identification No.)
1554 N. County Road 600 E., Union City, IN 47390
(Address of principal executive offices)
(765) 964-3137
(Issuer’s telephone number)
Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No
State the number of shares outstanding for each of the issuer’s classes of common equity as of the latest practicable date: As of August 1, 2008 there were 14,606 units outstanding.
Transitional Small Business Disclosure Format (Check one): o Yes þ No
 
 

 

 


 

INDEX
         
    Page No.  
 
       
    3  
 
       
    3  
 
       
    11  
 
       
    22  
 
       
    23  
 
       
    23  
 
       
    23  
 
       
    23  
 
       
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    23  
 
       
    24  
 
       
    25  
 
       
  Exhibit 10.1
  Exhibit 10.2
  Exhibit 10.2
  Exhibit 10.4
  Exhibit 31.1
  Exhibit 31.2
  Exhibit 32.1
  Exhibit 32.2

 

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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CARDINAL ETHANOL, LLC
(A Development Stage Company)
Condensed Balance Sheet
         
    June 30,  
    2008  
    (Unaudited)  
 
       
ASSETS
       
 
       
Current Assets
       
Cash and cash equivalents
  $ 32,480  
Prepaid and other current assets
    42,680  
 
     
Total current assets
    75,160  
 
       
Property and Equipment
       
Office equipment
    101,160  
Vehicles
    31,928  
Building
    619,615  
Construction in process
    120,616,810  
Land
    2,657,484  
 
     
 
    124,026,997  
Less accumulated depreciation
    (18,905 )
 
     
Net property and equipment
    124,008,092  
 
       
Other Assets
       
Deposits
    639,000  
Financing costs, net of amortization
    816,406  
 
     
Total other assets
    1,455,406  
 
     
 
       
Total Assets
  $ 125,538,658  
 
     
 
       
LIABILITIES AND EQUITY
       
 
       
Current Liabilities
       
Accounts payable
  $ 6,657,662  
Construction retainage payable
    5,706,585  
Accrued expenses
    170,529  
Derivative instruments
    1,040,233  
 
     
Total current liabilities
    13,575,009  
 
       
Long-Term Debt
    40,659,969  
 
       
Commitments and Contingencies
       
 
       
Members’ Equity
       
Members’ contributions, net of cost of raising capital, 14,606 units outstanding
    70,912,213  
Accumulated other comprehensive loss; net unrealized loss on derivative instruments
    (1,040,233 )
Income accumulated during development stage
    1,431,700  
 
     
Total members’ equity
    71,303,680  
 
     
 
       
Total Liabilities and Members’ Equity
  $ 125,538,658  
 
     
Notes to Condensed Unaudited Financial Statements are an integral part of this Statement.

 

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CARDINAL ETHANOL, LLC
(A Development Stage Company)
Condensed Statements of Operations
                         
    Three Months Ended     Three Months Ended     From Inception  
    June 30,     June 30,     (February 7, 2005)  
    2008     2007     to June 30, 2008  
    (Unaudited)     (Unaudited)     (Unaudited)  
 
                       
Revenues
  $     $     $  
 
                       
Operating Expenses
                       
Professional fees
    68,552       64,897       961,874  
General and administrative
    144,318       100,017       1,127,739  
 
                 
Total
    212,870       164,914       2,089,613  
 
                 
 
                       
Operating Loss
    (212,870 )     (164,914 )     (2,089,613 )
 
                       
Other Income
                       
Grant income
    32,223       36,517       754,840  
Interest and dividend income
          749,485       2,742,660  
Miscellaneous income
    459       450       23,813  
 
                 
Total
    32,682       786,452       3,521,313  
 
                 
 
                       
Net Income (Loss)
  $ (180,188 )   $ 621,538     $ 1,431,700  
 
                 
 
                       
Weighted Average Units Outstanding — basic and diluted
    14,606       14,606       6,921  
 
                 
 
                       
Net Income (Loss) Per Unit — basic and diluted
  $ (12.34 )   $ 42.55     $ 206.86  
 
                 
Notes to Condensed Unaudited Financial Statements are an integral part of this Statement.

 

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CARDINAL ETHANOL, LLC
(A Development Stage Company)
Condensed Statements of Operations
                 
    Nine Months Ended     Nine Months Ended  
    June 30,     June 30,  
    2008     2007  
    (Unaudited)     (Unaudited)  
 
               
Revenues
  $     $  
 
               
Operating Expenses
               
Professional fees
    217,914       354,075  
General and administrative
    361,426       378,329  
 
           
Total
    579,340       732,404  
 
           
 
               
Operating Loss
    (579,340 )     (732,404 )
 
               
Other Income
               
Grant income
    123,702       497,797  
Interest and dividend income
    108,440       2,076,559  
Miscellaneous income
    5,126       950  
 
           
Total
    237,268       2,575,306  
 
           
 
               
Net Income (Loss)
  $ (342,072 )   $ 1,842,902  
 
           
 
               
Weighted Average Units Outstanding — basic and diluted
    14,606       11,157  
 
           
 
               
Net Income (Loss) Per Unit — basic and diluted
  $ (23.42 )   $ 165.18  
 
           
Notes to Condensed Unaudited Financial Statements are an integral part of this Statement.

 

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CARDINAL ETHANOL, LLC
(A Development Stage Company)
Condensed Statements of Cash Flows
                         
    Nine Months Ended     Nine Months Ended     From Inception  
    June 30,     June 30,     (February 7, 2005)  
    2008     2007     to June 30, 2008  
    (Unaudited)     (Unaudited)     (Unaudited)  
 
                       
Cash Flows from Operating Activities
                       
Net income (loss)
  $ (342,072 )   $ 1,842,902     $ 1,431,700  
Adjustments to reconcile net income (loss) to net cash from operations:
                       
Depreciation
    10,399       4,635       18,955  
Loss on sale of investments
                712  
Gain on sale of asset
          (50 )     (50 )
Unexercised land options
                16,800  
Change in assets and liabilities:
                       
Grant receivable
    4,540       (129,680 )      
Interest receivable
    21,618       (114,366 )      
Prepaid expenses
    (22,881 )     (576 )     (42,680 )
Deposits
          (639,000 )     (639,000 )
Accounts payable
    171,888       (100,148 )     206,188  
Accrued expenses
    16,461       12,793       32,539  
 
                 
Net cash provided by (used in) operating activities
    (140,047 )     876,510       1,025,164  
 
                       
Cash Flows from Investing Activities
                       
Capital expenditures
    (702,843 )     (32,827 )     (752,703 )
Purchase of land
          (2,647,484 )     (2,647,484 )
Payments for construction in process
    (21,562,638 )     (11,229,427 )     (68,886,810 )
Payments for land options
                (26,800 )
Proceeds from (purchases of) investments, net
    20,600,000             (712 )
 
                 
Net cash used in investing activities
    (1,665,481 )     (13,909,738 )     (72,314,509 )
 
                       
Cash Flows from Financing Activities
                       
Costs related to capital contributions
          (25,209 )     (637,787 )
Payments for financing costs
    (49,411 )     (756,645 )     (838,306 )
Proceeds from construction loan
    1,247,918             1,247,918  
Member contributions
          70,190,000       71,550,000  
 
                 
Net cash provided by financing activities
    1,198,507       69,408,146       71,321,825  
 
                 
 
                       
Net Increase (Decrease) in Cash and Cash Equivalents
    (607,021 )     56,374,918       32,480  
 
                       
Cash and Cash Equivalents — Beginning of Period
    639,501       330,836        
 
                 
 
                       
Cash and Cash Equivalents — End of Period
  $ 32,480     $ 56,705,754     $ 32,480  
 
                 
 
                       
Supplemental Cash Flow Information
                       
Interest paid, net of $783,001 capitalized
  $     $     $  
 
                 
 
                       
Supplemental Disclosure of Noncash Investing and Financing Activities
                       
 
                       
Construction costs in construction retainage and accounts payable
  $ 12,152,059     $ 1,356,175     $ 12,152,059  
 
                 
Construction in process aquired with loan proceeds
    39,412,051             39,412,051  
 
                 
Financing costs in accounts payable
    6,000             6,000  
 
                 
Deferred offering costs netted against member’s equity
          613,135       637,787  
 
                 
Land option applied to land purchase
          10,000       10,000  
 
                 
Gain on derivative instruments included in other comprehensive income
    1,040,233       547,700       1,040,233  
 
                 
Accrued interest capitalized in construction in process
    137,990             137,990  
 
                 
Amortization of financing costs capitalized
    27,900             27,900  
 
                 
Notes to Condensed Unaudited Financial Statements are an integral part of this Statement.

 

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CARDINAL ETHANOL, LLC
(A Development Stage Company)
Notes to Condensed Unaudited Financial Statements
June 30, 2008
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted as permitted by such rules and regulations. These financial statements and related notes should be read in conjunction with the financial statements and notes thereto included in the Company’s audited financial statements for the year ended September 30, 2007, contained in the Company’s annual report on Form 10-KSB.
In the opinion of management, the interim condensed financial statements reflect all adjustments considered necessary for fair presentation. The adjustments made to these statements consist only of normal recurring adjustments. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2008.
Nature of Business
Cardinal Ethanol, LLC, (an Indiana Limited Liability Company) was organized in February 2005 to pool investors to build a 100 million gallon annual production ethanol plant near Harrisville, Indiana. The Company was formed on February 7, 2005 to have a perpetual life. The Company was originally named Indiana Ethanol, LLC and changed its name to Cardinal Ethanol, LLC effective September 27, 2005. Construction is anticipated to take 18-20 months with expected completion in October 2008. As of June 30, 2008, the Company is in the development stage with its efforts being principally devoted to organizational and construction activities.
Accounting Estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.
Derivative Instruments
The Company enters into derivative instruments to hedge the variability of expected future cash flows related to interest rates. The Company does not typically enter into derivative instruments other than for hedging purposes. All derivative instruments are recognized on the June 30, 2008 balance sheet at their fair market value. Changes in the fair value of a derivative instrument, that is designated as and meets all of the required criteria for a cash flow hedge, are recorded in accumulated other comprehensive loss and reclassified into earnings as the underlying hedged items affect earnings. Changes in the fair value of a derivative instrument that is not designated as, and accounted for, as a cash flow or fair value hedge are recorded in current period earnings.
At June 30, 2008, the Company had an interest rate swap with a fair value of $1,040,233 recorded as a liability and as a deferred loss in accumulated other comprehensive loss. The interest rate swap is designated as a cash flow hedge.
Fair Value of Financial Instruments
The carrying value of cash and equivalents and derivative instruments approximates their fair value. The Company estimates that the fair value of all financial instruments at June 30, 2008 does not differ materially from the aggregate carrying values of the financial instruments recorded in the accompanying balance sheet. The estimated fair value amounts have been determined by the Company using appropriate valuation methodologies.

 

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CARDINAL ETHANOL, LLC
(A Development Stage Company)
Notes to Condensed Unaudited Financial Statements
June 30, 2008
Capitalization of interest
The Company capitalizes interest cost on construction in progress and capitalized development costs in accordance with the requirements of Statement of Financial Accounting Standards (“SFAS”) No. 34, Capitalization of Interest Cost. This standard requires that a certain portion of interest cost be capitalized as part of the historical cost of developing or constructing an asset. The Company capitalized approximately $467,000 and $783,000 of incurred interest for the three and nine month periods ending June 30, 2008, respectively.
Net income (loss) per unit
Basic net income (loss) per unit is computed by dividing net income (loss) by the weighted average number of members’ units outstanding during the period. Diluted net income per unit is computed by dividing net income by the weighted average number of members’ units and members’ unit equivalents outstanding during the period. There were no member unit equivalents outstanding during the periods presented; accordingly, the Company’s basic and diluted net loss per unit are the same.
2. BANK FINANCING
On December 19, 2006, the Company entered into a definitive loan agreement with a financial institution for a construction loan of up to $83,000,000, a revolving line of credit of $10,000,000 and letters of credit of $3,000,000. In connection with this agreement, the Company also entered into an interest rate swap agreement to fix the interest rate on $41,500,000 of debt. The construction loan will be converted into multiple term loans, one of which will be for $41,500,000, which will be applicable to the interest rate swap agreement. The term loans are expected to have a maturity of five years with a ten-year amortization and a balloon payment due at maturity. The construction loan offers a variable rate of 1-month or 3-month LIBOR plus 300 basis points. The variable rate following the construction period is equal to 3-month LIBOR plus 300 basis points. The construction period is 18 months from loan closing or the completion of the construction project. Outstanding borrowings on the construction loan totaled approximately $40,660,000 at June 30, 2008. Prior to April 8, 2009, the loan shall accrue interest at a rate equal to 1-month LIBOR plus 300 basis points. After the termination date, the loan shall convert into a term loan which will accrue interest at the 3-month LIBOR rate plus 300 basis points with equal quarterly payments due. Payments on the term loan will commence in July 2009. The Company will continue to increase their borrowings on the construction loan as plant construction progresses.
In July 2008, the Company amended the construction loan agreement to include a new loan up to a maximum amount of $3,600,000 for the purchase and installation of the corn oil extraction system, discussed in Note 4. Prior to April 8, 2009, interest only is payable on the principal balance outstanding on the loan and is payable quarterly and shall accrue at a rate equal to the 1-month LIBOR plus 300 basis points. On April 8, 2009 the loan shall convert to a Term Note, provided no event of default has occurred, which shall accrue interest equal to the 3-month LIBOR plus 300 basis points. Principal on the Term Note shall be payable in equal quarterly installments of $90,000, plus accrued interest, commencing in July 2009.
3. LEASES
In July 2008, the Company entered into a five-year lease agreement with an unrelated party for 175 covered hopper cars. The Company will pay approximately $480 per car per month beginning on delivery of the cars. In addition, a surcharge of $0.03 per mile will be assessed for each mile in excess of 36,000 miles per year a car travels.

 

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CARDINAL ETHANOL, LLC
(A Development Stage Company)
Notes to Condensed Unaudited Financial Statements
June 30, 2008
4. COMMITMENTS AND CONTINGENCIES
Plant Construction Contract
The total cost of the project, including the construction of the ethanol plant and start-up expenses, is expected to approximate $161,337,000. The Company anticipates funding the development of the ethanol plant with $71,550,000 of equity, of which $70,190,000 was raised through an inter-state registered offering, and securing debt financing, grants, and other incentives of approximately $89,787,000.
In December 2006, the Company signed a lump-sum design-build agreement with a general contractor for a fixed contract price of approximately $109,000,000, which includes approximately $3,000,000 in change orders. Due to increases in the Construction Cost Index through June 2007, when the notice to proceed was given, the contract price increased by approximately $5,598,000, which was included in the budget for the total project cost of $161,337,000. Monthly applications will be submitted for work performed in the previous period. Final payment will be due when final completion has been achieved. The design-build agreement includes a provision whereby the general contractor receives an early completion bonus of $10,000 per day for each day the construction is complete prior to 575 days, not to exceed $1,000,000. The contract may be terminated by the Company upon a ten day written notice subject to payment for work completed, termination fees, and any applicable costs and retainage. As of June 30, 2008 the Company has incurred costs of approximately $102,807,000 of which approximately $5,580,000 is included in construction retainage payable and $6,353,000 is included in accounts payable at June 30, 2008. In addition, there are several other contracts that supplement this design-build agreement.
In July 2007, the Company entered into a railroad construction contract with an unrelated company to construct railroad access for approximately $3,956,000, with work scheduled to be completed by August 31, 2008. As of June 30, 2008, the Company has incurred costs of approximately $3,673,000 of which $100,000 is included in construction retainage payable.
In April 2008, the Company entered into an agreement with an unrelated company for installation of an electric distribution system for approximately $992,000. Work commenced in May 2008 and was completed in July 2008. As of June 30, 2008, the Company has incurred costs of approximately $731,000.
In May 2008, the Company entered into a private sidetrack agreement with an unrelated party to detail the provisions of the construction, maintenance and use of private sidetrack rail. The Company’s total commitment will be approximately $1,097,000 which will be advanced and applied to the portion of the sidetrack that the unrelated party will construct. The advance and the costs incurred by the Company for its portion of the sidetrack construction will be subject to a refund based on qualifying railcar outbound shipments. The agreement shall continue until terminated by either party for specific causes as detailed in the agreement for the first five years. After this date, either party may terminate the agreement upon thirty days notice.
In June 2008, the Company entered into an agreement with an unrelated party for the construction and installation of a tricanter oil separation system for approximately $3,017,000. The Company will pay 50% at the time of signing the agreement, 40% upon delivery of the equipment and the remaining 10% upon the completion of the performance testing. The Construction will be financed by the amendment to the construction loan agreement as discussed in Note 2.
In addition there are less significant site contracts that will be entered into to complete the plant within the estimated total price of $161,337,000.
Corn Procurement
In July 2008, the Company entered into an agreement with an unrelated party to procure 100% of the corn to be used for production at the Company’s ethanol production facility. The Company will pay an agency fee which shall be equal to a set monthly amount for the first two years. In following years, the agency fee shall be equal to an amount per bushel of corn delivered subject to an annual minimum amount. The initial term of the agreement is for five years to automatically renew for successive three-year periods unless properly terminated by one of the parties. In addition, the agreement may be terminated if the Company does not require corn for use at its facility by March 1, 2009.

 

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CARDINAL ETHANOL, LLC
(A Development Stage Company)
Notes to Condensed Unaudited Financial Statements
June 30, 2008
Grants
In September 2006, the Company was awarded a $300,000 Value-Added Producer Grant from the United States Department of Agriculture. The Company will match the grant funding with an amount equal to $300,000. The matching funds will be spent at a rate equal to or in advance of grant funds.
The grant was amended to have the expenditure of matching funds not to occur before January 1, 2007. In March 2008, the Company was given an extension to extend the funding period to September 30, 2008, previously June 30, 2008. The grant funds and matching funds shall be used for working capital expenses. Grant revenue from this grant as of June 30, 2008 totaled $235,757, of which $32,223 and $79,619 is included in grant income for the three and nine month periods ending June 30, 2008, respectively.
The Company was awarded a $90,000 grant from the Industrial Development Grant Fund from the Indiana Economic Development Corp. Grant revenue from this grant for the nine month period ending June 30, 2008 totaled $44,083.
5. EMPLOYEE BENEFIT PLAN
In July 2008, the Company approved a defined contribution plan available to all of its qualified employees. The Company will contribute up to 100% of the contributions of the employee and up to a Company determined amount of the eligible salary of each employee.

 

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Item 2. Management’s Discussion and Analysis or Plan of Operations.
Forward Looking Statements
This report contains forward-looking statements that involve future events, our future performance and our expected future operations and actions. In some cases you can identify forward-looking statements by the use of words such as “may,” “will”, “should,” “anticipate,” “believe,” “expect,” “plan,” “future,” “intend,” “could,” “estimate,” “predict,” “hope,” “potential,” “continue,” or the negative of these terms or other similar expressions. These forward-looking statements are only our predictions and involve numerous assumptions, risks and uncertainties. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including the following factors:
   
Changes in our business strategy, capital improvements or development plans;
   
Construction delays and technical difficulties in constructing and operating the plant;
   
Changes in the environmental regulations that apply to our plant site and operations;
   
Changes in general economic conditions or the occurrence of certain events causing an economic impact in the agriculture, oil or automobile industries;
   
Changes in the availability and price of corn and natural gas and the market for ethanol and distillers grains;
   
Changes in federal and/or state laws (including the elimination of any federal and/or state ethanol tax incentives);
   
Changes and advances in ethanol production technology; and
   
Competition from alternative fuel additives.
We cannot guarantee future results, levels of activity, performance or achievements. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report. You should read this report and the documents that we reference in this report and have filed as exhibits completely and with the understanding that our actual future results may be materially different from what we currently expect. We qualify all of our forward-looking statements by these cautionary statements.
Overview
Cardinal Ethanol, LLC is a development-stage Indiana limited liability company. It was formed on February 7, 2005 with the name of Indiana Ethanol, LLC. On September 27, 2005, we changed our name to Cardinal Ethanol, LLC. We were formed for the purpose of raising capital to develop, construct, own and operate a 100 million gallon per year ethanol plant in east central Indiana near Union City, Indiana. We have not yet engaged in the production of ethanol and distillers grains. Based upon engineering specifications from Fagen, Inc., we expect the ethanol plant, once completed, will process approximately 36 million bushels of corn per year into 100 million gallons of denatured fuel grade ethanol, 320,000 tons of dried distillers grains with solubles and 220,500 tons of raw carbon dioxide gas.
In addition, we have entered into an agreement with ICM, Inc. for the construction and installation of a tricanter oil separation system which will extract corn oil for sale.

 

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Plant construction is progressing on schedule. We commenced site work in February 2007. Our notice to proceed with construction to Fagen, Inc. was signed on June 20, 2007. We anticipate completion of plant construction and start-up of operations on or before January 2009.
We are on budget and expect to have sufficient funding on hand to cover all our costs associated with the completion of construction and start-up of operations.
We are still in the development phase and, until the proposed ethanol plant is operational, we will generate no revenue. We anticipate incurring net losses until the plant is operational. Since we have not yet become operational, we do not yet have comparable income, production or sales data.
Plan of Operations for the Next 12 Months
We expect to spend the next 12 months focused on completing plant construction and start-up of operations. As a result of our successful completion of our registered offering and the related debt financing, we expect to have sufficient cash on hand to cover all costs associated with the completion of construction and start-up operations. We estimate that we will need approximately $161,337,000 to complete the project, which includes approximately $3,600,000 for our corn oil separation operation. Once we are operational, we expect to begin generating cash flows.
Project Capitalization
We are financing the development and construction of our ethanol plant with both equity and debt financing. We issued 496 units to our seed capital investors at a price of $2,500.00 per unit. In addition, we issued 72 units to our founders at a price of $1,666.67 per unit. We received total proceeds from our private placements of $1,360,000. We filed a registration statement on Form SB-2 with the Securities and Exchange Commission (“SEC”) which became effective on June 12, 2006. We closed the offering on November 6, 2006. We raised proceeds of approximately $70,190,000 in our registered offering. We then issued 14,038 registered units to our members which supplemented the 568 units issued in our private placement offerings to our founders and our seed capital investors.
On December 19, 2006, we entered into a loan agreement with First National Bank of Omaha establishing a senior credit facility for the construction of our plant. The credit facility is in the amount of $96,000,000, consisting of an $83,000,000 construction note, a $10,000,000 revolving line of credit and $3,000,000 letter of credit. We also entered into an interest rate swap agreement for $41,500,000 of the construction term loan in order to achieve a fixed rate on a portion of this loan. This interest rate swap helps protect our exposure to increases in interest rates and the swap effectively fixes the rate on the loan at 8.11% until April 2014. The construction loan offers a variable interest rate equal to the 1-month LIBOR plus 300 basis points. At the expiration of the construction period, the interest rate on the fixed rate note and variable rate note will be 3-month LIBOR plus 300 basis points. The interest rate on the revolving line of credit will be 1-month LIBOR plus 300 basis points over the applicable funding source. The construction note will be a five-year note, amortized on a ten-year basis with quarterly payments of principal and interest, and a balloon payment due at maturity. A portion of the construction note will be subject to an annual, mandatory prepayment, based on excess cash flow, capped at $4 million annually and $12 million over the life of the loan. The revolving line of credit is renewable annually with interest only payments due on a quarterly basis. Additionally, the revolving line of credit is subject to a quarterly reduction payment of $250,000. The letters of credit facility is renewable annually with fees on outstanding issuances payable on a quarterly basis.
Effective July 31, 2008, we entered into a Third Amendment of Construction Loan Agreement under which First National Bank of Omaha agreed to amend our Construction Loan Agreement to include a new loan up to the maximum amount of $3,600,000 for the purchase and installation of a corn oil extraction system and related equipment. Our obligation to repay the Corn Oil Separation Loan is set forth on a Corn Oil Extraction Note. Prior to April 8, 2009, interest only on the principal balance outstanding on the Corn Oil Extraction Loan shall be paid quarterly and shall accrue at a rate equal to the 1-month LIBOR plus 300 basis points. On April 8, 2009, the Corn Oil Extraction Note shall convert into a Term Note, provided no event of default has occurred, which shall accrue interest at a rate equal to 3-month LIBOR plus 300 basis points. Principal of the Term Note shall be payable in equal quarterly installments of $90,000, plus accrued interest, commencing in July 2009.

 

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The loans are secured by our assets and material contracts. In addition, during the term of the loans, we will be subject to certain financial covenants consisting of minimum working capital, minimum net worth, and maximum debt service coverage ratios. After our construction phase we will be limited to annual capital expenditures of $1,000,000 without prior approval of our lender. We may make distributions to our members to cover their respective tax liabilities. In addition, we may also distribute up to 70% of net income provided we maintain certain leverage ratios and are in compliance with all financial ratio requirements and loan covenants before and after any such distributions are made to our members.
We have exhausted our equity proceeds on plant construction and have begun to draw on our debt financing. As of June 30, 2008, we had outstanding borrowings totaling approximately $40,660,000 on our credit agreement. Subsequent to the quarter ended June 30, 2008, we continue to increase our borrowings on the construction loan as plant construction progresses. We had outstanding borrowings of approximately $53,031,800 on our construction note and $1,553,700 on our corn oil extraction note as of August 5, 2008.
In addition to our equity and debt financing we have applied for and received various grants. In December 2005, we were awarded a $100,000 Value-Added Producer Grant from the United States Department of Agriculture (“USDA”). Pursuant to the terms of the grant, we used the funds for our costs related to raising capital, marketing, risk management, and operational plans. In September 2006, we were awarded a $300,000 Value-Added Producer Grant from the USDA which we expect to use for working capital expenses. Grant revenue from this grant as of June 30, 2008 totaled $235,757 of which $32,223 and $79,619 is included in grant income for the three and nine month periods ending June 30, 2008. The grant funding period for the Value-Added Producer grant has been extended to September 30, 2008. We also received a $250,000 grant from Randolph County and a $125,000 grant from the city of Union City to locate the plant within the county and city boundaries. We have also been chosen to receive several grants from the Indiana Economic Development Corporation (IEDC). These grants include training assistance for up to $33,500 from the Skills Enhancement Fund; industrial development infrastructure assistance for $90,000 from the Industrial Development Grant Fund; tax credits over a ten-year period of up to $500,000 from the Economic Development for a Growing Economy; and Indiana income tax credits over a 9 year period up to $2,900,000 from the Hoosier Business Investment Tax Credit program. The tax credits will pass through directly to the members and will not provide any cash flow to the Company.
We have received reimbursement of funds spent on infrastructure which qualify for our Industrial Development Grant Fund from the state of Indiana. Grant revenue from this grant for the nine month period ended June 30, 2008 totaled $44,083.
Plant construction and start-up of plant operations
We anticipate completion of plant construction and start-up of operations on or before January 2009.
On December 14, 2006, we entered into a design-build contract with Fagen, Inc. for the design and construction of the ethanol plant for a total price of approximately $114,500,000 which includes approximately $3,000,000 in change orders and an increase of $5,598,000 due to a price adjustment made as a result of a change in the Construction Cost Index (“CCI”), which was included in our budget. We agreed that if the plant is substantially complete before January 16, 2009, 575 days (19 months) from June 20, 2007, the date Fagen, Inc. accepted our notice to proceed, we will pay Fagen, Inc. an early completion bonus of $10,000 per day for each day that substantial completion was achieved prior to January 16, 2009. However, in no event will we pay Fagen, Inc. an early completion bonus of more than $1,000,000. As of June 30, 2008, we have incurred costs of approximately $102,807,000 of which approximately $5,580,000 and $6,353,000 are included in construction retainage payable and accounts payable, respectively.
We also entered into a license agreement with ICM, Inc. for limited use of ICM, Inc.’s proprietary technology and information to assist us in operating, maintaining, and repairing the ethanol production facility. We are not obligated to pay a fee to ICM, Inc. for use of the proprietary information and technology because our payment to Fagen, Inc. for the construction of the plant under our design-build agreement is inclusive of these costs. Under the license agreement, ICM, Inc. retains the exclusive right and interest in the proprietary information and technology and the goodwill associated with that information. ICM, Inc. may terminate the agreement upon written notice if we improperly use or disclose the proprietary information or technology at which point all proprietary property must be returned to ICM, Inc.

 

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On July 16, 2007, we entered into a Railroad Construction Contract with Amtrac of Ohio, Inc. (“Amtrac”) under which Amtrac agreed to provide all the labor, materials, tools, equipment, supervision and services necessary to construct our railroad in exchange for a total price of approximately $3,956,000. Amtrac commenced work on the railroad in September 2007. Work under the contract is substantially complete. As of June 30, 2008, we have incurred costs of approximately $3,673,000 for services performed under the contract of which $100,000 is included in construction retainage payable.
In April 2008, we entered into a contract with Culy Construction & Excavating, Inc. for the installation of an electric distribution system at our site for approximately $992,000. As of June 30, 2008, we have incurred costs of approximately $731,000. The work under the contract was completed in July 2008.
In May 2008, we entered into a private sidetrack agreement with CSX Transportation, Inc. (“CSX”) under which CSX will construct, own and maintain the portion of the sidetrack rail connected to the main rail line and we will construct, own and maintain the remainder of the sidetrack, which is anticipated to be connected to the ethanol plant. We advanced approximately $1,097,000 to be applied to the portion of the sidetrack that CSX will construct. The advance and the costs incurred by Cardinal for our portion of the sidetrack construction will be subject to a refund based on qualifying railcar outbound shipments. The agreement will continue until terminated by either party for specific causes set forth in the agreement for the first five years. After this date, the agreement may be terminated by either party upon 30 days notice.
In July 2008, we entered into a five-year lease agreement with Trinity Industries Leasing Company for 175 covered hopper rail cars. We will pay approximately $480 per car per month beginning on delivery of the cars. In addition, a surcharge of $0.03 per mile will be assessed for each mile in excess of 36,000 miles per year a car travels.
Plant construction is progressing on schedule. Status to date on the construction is as follows:
   
Administration Building — The Administration Building is structurally complete. Final trim and clean up work is being finished. The water has been turned on. The electric transformer has been placed. We are still waiting for the gas line to be constructed to the building. Power to the septic lift station has yet to be completed. Office equipment is being ordered as needed.
   
Electric — Transformers and switch gears are being installed with most of them already set in place. A switch gear required by the electric company has yet to arrive and it will be the final piece needed to have full power at the facility.
   
Water Main — The water main and fire loop have been charged with water and have undergone hydro testing. The phase II portion of the water area is complete.
   
Fermentation/Process Area — Additional piping and wiring is being completed. Much of the equipment has been placed. More tie-ins are scheduled to be completed over the next few weeks. We expect initial commissioning of pumps and motors will begin within the next fiscal quarter. The process center offices have drywall in place in most areas and we anticipate they will be complete within the next fiscal quarter.
   
Energy Center — The stack is built and most of the ductwork and piping is being completed. Additional cooling/process water piping is being placed. The conveyors in the wet cake pad are being completed. Natural gas lines are complete per our Phase II requirements. The vapor flare is in place and additional pipe rack support stands have been built.
   
Water Treatment Area — Water lines have been tested and the tie-in to the building is being completed. Additional R/O equipment has been placed. The Motor Control Center room and Pump room are being completed.
   
Tank Farm — Piping is continuing to be installed along with pumps and motors. Pipe supports and pipe rack have been placed. Concrete has been set in the truck ethanol load out area and spill containment has been connected.

 

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Dried Distiller Grains (DDG) Area — Conveying equipment is being placed on top of the silos. The bulk weigher is placed. The transfer conveyor inside the DDG building has yet to be placed and work on the cyclone and delivery system to the DDG building has begun.
   
Grain Receiving — DDG loadout swing arms and conveyors have been placed. Overhead doors are being constructed. The rail spur through the west side of the building has been placed. Rail on both sides of the building has been completed except for final dressing and the tie-in to the grain hopper unloading pit.
   
Rail Loop — All of the dirt work is completed for the rail loop. The rail contractor has completed the west end of the rail connection except for final dressing. CSX is on site doing their switch work and we expect they will begin the tie-in around the time of this report. The east end rail work has ties placed and some rail has been set in place. CSX has electrical work for the switches that has to be completed. Final track inspection should take place the first week or two of August. We expect to begin receiving DDG hopper cars the first of September.
   
Road & Driveway — We are taking bids for both concrete and asphalt, which have been coming in over budget. A telephone optic needs to be moved at State Road 32 in order to begin work on the road and driveway, however the survey work is complete.
   
Gas Line — The gas line has been completed per our phase II requirement. However, additional infrastructure to Ohio Valley Gas’ distribution is still in process. The main line to the plant is installed and we expect the meter station will be completed in August 2008.
Corn Oil Separation
In August 2008, we entered into an agreement with ICM, Inc. for the construction and installation of a tricanter oil separation system for approximately $3,017,000. Under the agreement, we paid 50% of the total price at the time of signing the agreement and 40% upon delivery of the equipment and the remaining 10% upon the completion of the performance testing.
The corn oil separation system separates corn oil from the post-fermentation syrup stream as it leaves the evaporators of the ethanol plant. The corn oil is routed to storage tanks, and the remaining concentrated syrup is routed to the plant’s syrup tank. Syrup from the plant contains 5 – 7 % corn oil by volume, averaging 0.4 – 0.5 pounds per bushel of corn processed. Depending on our end users, the corn oil can be marketed as either a feed additive or a biodiesel feedstock. Because of the process we will be utilizing, the corn oil is not viable as a food grade commodity without further processing. The corn oil recovery system is a skid mounted system that contains all the necessary piping, electrical components and controls for a “plug-in” installation, and thus, “plugs” right into our ethanol plant.
We expect the total cost of the corn oil separation operation to be approximately $3,600,000, which includes approximately $600,000 for the tank farm associated with the operation. We are financing this operation with additional debt financing from First National Bank of Omaha. We expect the corn oil separation system to be operational on or before January 2009.
Natural Gas and Electric Energy Agreements
On March 20, 2007, we entered into a Long-Term Transportation Service Contract for Redelivery of Natural Gas with Ohio Valley. Under the contract, Ohio Valley agrees to receive, transport and redeliver natural gas to us for all of our natural gas requirements up to a maximum of 100,000 therms per purchase gas day and our estimated annual natural gas requirements of 34,000,000 therms. For all gas received for and redelivered to us by Ohio Valley, we agreed to pay a throughput rate in the amount of $0.0138 per therm for the first five years of the contract term, and $0.0138 increased by the compounded inflation rate as established and determined by the U.S. Consumer Price Index — All Urban Consumers for Transportation for the following five years. In addition, we agreed to pay a service charge for all gas received for and redelivered to us by Ohio Valley in the amount of $750 per delivery meter per billing cycle per month for the first five years of the contract term and $750 increased by the compounded inflation rate over the initial rate as established and determined by the U.S. Consumer Price Index — All Urban Consumers for Transportation for the following five years. The initial term of the contract is ten years commencing on the earlier date on which we begin commercial operations or the actual date on which service under the contract commences. Provided neither party terminates the contract, the contract will automatically renew for a series of not more than three consecutive one year periods.

 

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In addition, on May 2, 2007, we entered into an agreement with Indiana Michigan Power Company to furnish our electric energy. The initial term of the contract is 30 months from the time service is commenced and continues thereafter unless terminated by either party with 12 months written notice. We agreed to pay Indiana Michigan Power Company monthly pursuant to their standard rates.
Corn Procurement
On July 15, 2008, we entered into a Corn Feedstock Agency Agreement with Bunge North America, Inc. (“Bunge”) under which Bunge will serve as our exclusive third-party agent to procure corn to be used as feedstock at our ethanol production facility. Pursuant to the agreement, Bunge will provide two grain originators to work at our facility to negotiate and execute contracts on our behalf and arrange the shipping and delivery of the corn required for ethanol production. In return for providing these services, Bunge will receive an agency fee which shall be equal to a set monthly amount for the first two years. In following years, the agency fee shall be equal to an amount per bushel of corn delivered subject to an annual minimum amount. Cardinal may also directly procure corn to be used for its feedstock. The initial term of the agreement is for five years to automatically renew for successive three-year periods unless properly terminated by one of the parties. The parties also each have the right to terminate the agreement in certain circumstances including, but not limited to, material breach by, bankruptcy and insolvency of, or change in control of, the other party. In addition, Bunge may terminate the agreement if we do not require corn for use at our facility by March 1, 2009.
Marketing and Risk Management Agreements
On December 20, 2006 we entered into an Ethanol Purchase and Sale Agreement with Murex, N.A., Ltd. (“Murex”) for the purpose of marketing and distributing all of the ethanol we produce at the plant. The initial term of the agreement is five years with automatic renewal for one year terms thereafter unless otherwise terminated by either party. The agreement may be terminated due to the insolvency or intentional misconduct of either party or upon the default of one of the parties as set forth in the agreement. Under the terms of the agreement, Murex will market all of our ethanol unless we chose to sell a portion at a retail fueling station owned by us or one of our affiliates. Murex will pay to us the purchase price invoiced to the third-party purchaser less all resale costs, taxes paid by Murex and Murex’s commission of 0.90% of the net purchase price. Murex has agreed to purchase on its own account and at market price any ethanol which it is unable to sell to a third party purchaser. Murex has promised to use its best efforts to obtain the best purchase price available for our ethanol. In addition, Murex has agreed to promptly notify us of any and all price arbitrage opportunities. Under the agreement, Murex will be responsible for all transportation arrangements for the distribution of our ethanol.
On December 13, 2006, we entered into a Distillers Grains Marketing Agreement with Commodity Specialist Company (“CSC”) for the purpose of marketing and distributing all of the distillers grains we produce at our plant. On August 28, 2007, we entered into a Consent to Assignment and Assumption of Marketing Agreement with CSC under which we agreed to the assignment by CSC of all the rights, title and interest in and duties, obligations and liabilities under our distillers grains marketing agreement to CHS, Inc. CHS, Inc. is a diversified energy, grains and foods company owned by farmers, ranchers and cooperatives. CHS, Inc. provides products and services ranging from grain marketing to food processing to meet the needs of its customers around the world. Pursuant to the consent, all other terms of the agreement will remain unchanged. CHS, Inc. will market our distillers grains and we receive a percentage of the selling price actually received by CHS, Inc. in marketing our distillers grains to its customers. Under the agreement, CHS, Inc. will pay to us a price equal to 98% of the FOB plant price actually received by CHS, Inc. for all dried distillers grains removed by CHS, Inc. from our plant and a price equal to 96% of the FOB plant price actually received by CHS, Inc. for all our wet distillers grains. The term of our agreement with CHS, Inc. is for one year commencing as of the completion and start-up of the plant. Thereafter, the agreement will remain in effect unless otherwise terminated by either party with 120 days notice. Under the agreement, CHS, Inc. will be responsible for all transportation arrangements for the distribution of our distillers grains.

 

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On July 16, 2007, we entered into a Risk Management Agreement with John Stewart & Associates (“JS&A”) under which JS&A agreed to provide risk management and related services pertaining to grain hedging, grain pricing information, aid in purchase of grain, and assistance in risk management as it pertains to ethanol and our byproducts. In exchange for JS&A’s risk management services, we agreed to pay JS&A a fee of $2,500 per month provided that the monthly fee will not begin to accrue more than 90 days prior to start up of the ethanol plant and no fees will be due and owing to JS&A until the plant is operational. The term of the Agreement is for one year and will continue on a month to month basis thereafter. The Agreement may be terminated by either party at any time upon written notice.
Permitting and Regulatory Activities
We will be subject to extensive air, water and other environmental regulations and we will need to obtain a number of environmental permits to operate the plant. Fagen, Inc. and RTP Environmental Associates, Inc. are coordinating and assisting us with obtaining certain environmental permits, and advising us on general environmental compliance. In addition, we will retain consultants with expertise specific to the permits being pursued to ensure all permits are acquired in a cost efficient and timely manner.
Our facility is expected to be considered a minor source of regulated air pollutants. There are a number of emission sources that are expected to require permitting. These sources include the boiler, ethanol process equipment, storage tanks, scrubbers, and baghouses. The types of regulated pollutants that are expected to be emitted from our plant include particulate matter (“PM10”), carbon monoxide (“CO”), nitrous oxides (“NOx”) and volatile organic compounds (“VOCs”). The activities and emissions mean that we are expected to obtain a minor source construction permit for the facility emissions. Because of regulatory requirements, we anticipate that we will agree to limit production levels to a certain amount, which may be slightly higher than the production levels described in this document (currently projected at 100 million gallons per year at the nominal rate with the permit at a slightly higher rate) in order to avoid having to obtain Title V air permits. These production limitations will be a part of the New Source Construction/Federally Enforceable State Operating Permit (FESOP) “synthetic minor” in Indiana. If we exceed these production limitations, we could be subjected to very expensive fines, penalties, injunctive relief and civil or criminal law enforcement actions.
We have received the permits required for construction of the plant. The remaining permits will be required shortly before or shortly after we begin to operate the plant. If for any reason any of these permits are not granted, construction costs for the plant may increase, or we may unable to commence operations of the plant. Currently, we do not anticipate problems in obtaining the required permits; however, such problems may arise in which case our plant may not be allowed to operate.
Trends and Uncertainties Impacting the Ethanol Industry and Our Future Operations
We are subject to industry-wide factors that we expect will affect our future operating and financial performance. Ethanol prices trended upwards during the latter part of calendar year 2007 and the beginning of 2008 but prices have declined recently. However, management expects that the supply of ethanol in the market may continue to increase which may have a negative effect on the price of ethanol. As of July 24, 2008, the Renewable Fuels Association reports that the total United States ethanol production capacity will grow by more than 4 billion gallons, through new or expanding ethanol plants beginning production. According to the Renewable Fuels Association, the current capacity of approximately 162 ethanol facilities in the United Sates is over 13 million gallons per year. The current production capacity of the ethanol industry surpasses the 2007 ethanol demand significantly. If demand for ethanol does not grow in relation to the increase in supply, the price of ethanol may trend lower which would negatively impact our earnings.
The principal purchasers of ethanol are petroleum terminals located throughout the United States. The Renewable Fuels Standard (the “RFS”) has led to significant new investment in ethanol production across the country. The RFS is a national flexible program that does not require that any renewable fuels be used in any particular area or state, allowing refiners to use renewable fuel blends in those areas where it is most cost-effective. In addition to demand created by the RFS, some blenders may be motivated to reduce the cost of gasoline by blending additional ethanol into the gasoline.

 

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The RFS requirement for 2008 is 9 billion gallons. The RFS will progressively increase to a 36 billion gallon requirement by 2022, 15 billion of which must be corn-based ethanol with the remainder from non-corn based ethanol sources. The Energy Independence and Security Act of 2007 (the “Act”) includes provisions for a variety of studies focusing on the optimization of flex fuel vehicles and the feasibility of the construction of pipelines dedicated to the transportation of ethanol. While the provisions in the Act are intended to stimulate an increase in the usage and price of ethanol, there is no guarantee or assurance that this legislation will have the desired impact on the ethanol industry or that it will not be amended or repealed in the future.
The Act authorizes $500 million annually for 2008 to 2015 for the production of advanced biofuels that have at least an 80% reduction in GHG emissions. In addition, the Act authorizes $25 million annually in 2008, 2009 and 2010 for research and development and commercial application of biofuels production in states with low rates of ethanol and cellulosic ethanol production.
Due to the current high corn prices, discussion of cellulose based ethanol has recently increased. Public criticism of the ethanol industry may lead to more pressure to produce ethanol from sources other than corn due to this negative public sentiment regarding the use of corn for ethanol production. Cellulosic ethanol is ethanol that is produced using cellulose as the feedstock instead of corn. Cellulose is the main component of plant cell walls and is the most common organic compound on earth. Cellulose is found in wood chips, corn stalks, rice straw, amongst other common plants. Currently, production of cellulosic ethanol is in its infancy. It is technology that is as yet unproven on a commercial scale.
Several companies and researchers have commenced pilot projects to study the feasibility of commercially producing cellulosic ethanol. If this technology can be profitably employed on a commercial scale, it could potentially lead to ethanol that is less expensive to produce than corn based ethanol, especially if corn prices remain high. Cellulosic ethanol may also capture more government subsidies and assistance than corn based ethanol. This could decrease demand for our product or result in competitive disadvantages for our ethanol production process as our plant is not designed to produce cellulosic ethanol. Our plant would likely not be easily converted to producing ethanol from cellulose.
On May 22, 2008 the United States Congress voted to override the President’s veto of the Food, Conservation and Energy Act of 2008, otherwise known as the Farm Bill. The proposed Farm Bill reduces the current $.51 per gallon ethanol blender tax credit to $.45 per gallon. Some of the savings generated by the reduction will be used to help fund an increase in the cellulosic ethanol credit to $1.01 per gallon. These tax credits are intended to provide additional incentive for ethanol facilities to move more quickly toward cellulosic production. Additionally, the Farm Bill includes a two-year extension of the current ethanol tariff, which had been set to expire at the end of 2008.
Challenges to current ethanol incentives may decrease the demand and profitability of ethanol production in the future. In April, the Texas governor requested a 50% waiver of the RFS mandate for 2008 from the U.S. Environmental Protection Agency (the “EPA”). In his request the governor stated that the soaring costs of corn due to increased demand for ethanol production has led to higher food costs within the state and suggested that a partial waiver of the RFS mandate in Texas would help alleviate the higher food prices. The EPA denied the Texas governors’ request on August 7, 2008. However, there is no guarantee that similar requests won’t be made in the future. Such requests, if granted, could significantly hinder the demand for ethanol throughout the country. Also, in July 2008, several news reports indicated that Brazil was considering challenging the U.S. ethanol tariffs by filing a complaint with the World Trade Organization. The U.S. currently charges a $0.54 tariff on ethanol imported from Brazil. Reduction of the tariff could increase imports of ethanol into the U.S. which could reduce the demand for ethanol produced domestically and possibly reduce the price at which we may be able to sell ethanol produced at our plant.
Consumer resistance to the use of ethanol may affect the demand for ethanol which could affect our ability to market our product and reduce the value of your investment. According to media reports in the popular press, some consumers believe the use of ethanol will have a negative impact on retail gasoline prices. Many also believe that ethanol adds to air pollution and harms car and truck engines, and that the process of producing ethanol actually uses more fossil energy than is produced. In addition, recent high corn prices have added to consumer backlash against ethanol, as many blame ethanol for high food prices. These consumer beliefs could potentially be wide-spread. If consumers choose not to buy ethanol, it could negatively affect our ability to sell our product and may negatively impact our profitability.

 

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Trends and Uncertainties Impacting the Corn and Natural Gas Markets and Our Cost of Goods Sold
We expect our future cost of goods sold will consist primarily of costs relating to the corn and natural gas supplies necessary to produce ethanol and distillers grains for sale. Corn prices have continued to trend higher. As of July 11, 2008, United States Department of Agriculture estimated that 2008 planted corn acres will be down 6.7% from 2007 when corn acreage planted was the highest since 1944. With less acreage anticipated, we expect the price of corn to continue to rise. Although we do not expect to begin operations until this winter, we expect continued volatility in the price of corn, which could significantly impact our cost of goods sold. The number of operating and planned ethanol plants in our immediate surrounding area and nationwide will also significantly increase the demand for corn. This increase will likely drive the price of corn upwards in our market which will impact our ability to operate profitably.
In addition, the cost of financing hedge positions seems to be causing a credit crunch for grain operations as the increase in market volatility is not only increasing initial margins but is making it difficult to obtain the financial capital necessary to maintain a hedge position.
There is no assurance that a corn shortage will not develop, particularly if there are other ethanol plants competing for corn, an extended drought or other production problems. Historical grain pricing information indicates that the price of grain has fluctuated significantly in the past and may fluctuate significantly in the future. Ethanol producers are generally not able to compensate for increases in the cost of grain feedstock through adjustments in prices charged for their ethanol. We, therefore, anticipate that our plant’s profitability will be negatively impacted during periods of high corn prices.
Natural gas is also an important input commodity to our manufacturing process. We estimate that our natural gas usage will be approximately 15% to 20% of our annual total production cost. We intend to use natural gas to dry our distillers grain products to moisture contents at which they can be stored for extended periods of time and transported greater distances. Natural gas prices have continued to rise as a result of increasing oil prices. We expect continued volatility in the natural gas market. Any ongoing increases in the price of natural gas will increase our cost of production and may negatively impact our future profit margins.
Operating Expenses
When the ethanol plant nears completion, we expect to incur various operating expenses, such as supplies, utilities and salaries for administration and production personnel. Along with operating expenses, we anticipate that we will have significant expenses relating to financing and interest. We have allocated funds in our budget for these expenses, but cannot assure that the funds allocated will be sufficient to cover actual expenses. We may need additional funding to cover these costs if sufficient funds are not available or if costs are higher than expected.
Employees
We currently have nine full-time employees. On January 22, 2007, we entered into an Employment Agreement with Jeff Painter to serve as our general manager. The initial term of the Agreement is for a period of three years unless we terminate Mr. Painter’s employment “for cause” as defined in the Agreement. For all services rendered by Mr. Painter, we have agreed to pay to Mr. Painter an annual base salary of $156,000. At the time the ethanol plant first begins producing ethanol, Mr. Painter will receive a 10% increase to his base salary. In addition, to his base salary, Mr. Painter may be eligible for an incentive performance bonus during the term of his employment as determined by our board of directors in its sole discretion.

 

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On April 28, 2008, Techia Brewer began her employment with Cardinal Ethanol as our Chief Financial Officer (CFO). We agreed to pay Ms. Brewer a base salary of $90,000 per year in exchange for her services as CFO. In addition, we agreed to pay Ms. Brewer a $5,000 signing bonus after the completion of one week of employment. Ms. Brewer has taken over the duties and responsibilities of the CFO, previously held by our treasurer, Dale Schwieterman.
We have also hired a plant manager, commodity manager, process manager, lab manager and maintenance manager. In addition, we have two other full time office employees.
Prior to completion of plant construction and commencement of operations, we intend to hire approximately 39 additional full-time employees. Approximately nine of our employees will be involved primarily in management and administration and the remainder will be involved primarily in plant operations. We expect to fully staff the plant in the next fiscal quarter.
Our other executive officers, Troy Prescott, Tom Chalfant and Steven Snider are not employees and they do not currently receive any compensation for their services as officers. Steven Snider is currently serving as our secretary. Effective May 19, 2008, Jeremey Herlyn resigned from our board of directors and his position of secretary. He is currently serving as our full-time plant manager.
The following table represents some of the anticipated positions within the plant and the minimum number of individuals we expect will be full-time personnel:
         
     
    # Full-Time  
Position   Personnel  
Chief Financial Officer
    1  
General Manager
    1  
Plant Manager
    1  
Production Manager
    1  
EHS Manager
    1  
Commodities Manager
    1  
Lab Manager
    1  
Lab Technician
    2  
Secretary/Clerical
    3  
Shift Supervisors
    4  
Office Manager
    1  
Maintenance Manager
    1  
Maintenance Craftsmen
    6  
Plant Operators
    24  
TOTAL
    48  
Liquidity and Capital Resources
Estimated Sources of Funds
The following schedule sets forth estimated sources of funds to build our ethanol plant near Union City, Indiana and begin start-up operations. This schedule could change in the future depending on whether we receive additional grants.
                 
Sources of Funds (1)           Percent  
Offering Proceeds (2)
  $ 70,190,000       43.51 %
Seed Capital Proceeds (3)
  $ 1,360,000       0.84 %
Grants (4)
  $ 775,000       0.48 %
Interest Income
  $ 2,412,000       1.49 %
Senior Debt Financing (5)
  $ 86,600,000       53.68 %
 
           
 
               
Total Sources of Funds
  $ 161,337,000       100.00 %
 
           
     
(1)  
The amount of senior debt financing may be adjusted depending on the amount of grants we are able to obtain.
 
(2)  
We received proceeds for approximately $70,190,000 in our registered offering and issued 14,038 registered units to our investors.

 

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(3)  
We have issued 496 units to our seed capital investors at a price of $2,500.00 per unit and 72 units to our founders at a price of $1,666.67 for total proceeds of $1,360,000.
 
(4)  
Includes a $100,000 Value-Added Producer Grant from the United States Department of Agriculture (“USDA”); a $300,000 Value-Added Producer Grant from the USDA; a $250,000 grant from Randolph County and $125,000 from the city of Union City.
 
(5)  
On December 19, 2006, we closed our debt financing with First National Bank of Omaha. Our senior credit facility is in the amount of $96,000,000, consisting of a construction note of up to $83,000,000, a $10,000,000 revolving line of credit, up to $3,000,000 in letters of credit. In addition, we have entered into a Third Amendment of Construction Loan Agreement under which First National Bank of Omaha agreed to amend our Construction Loan Agreement to include a new loan up to the maximum amount of $3,600,000 for the purchase and installation of a corn oil extraction system.
Estimated Uses of Proceeds
The following table reflects our estimate of costs and expenditures for the ethanol plant being built near Union City, Indiana. These estimates are based on discussions with Fagen, Inc., our design-builder. The following figures are intended to be estimates only, and the actual use of funds may vary significantly from the descriptions given below due to a variety of factors described elsewhere in this report.
Estimate of Costs as of the Date of this Report.
                 
            Percent of  
Use of Proceeds   Amount     Total  
Plant construction cost
  $ 114,640,570       71.06 %
Corn oil separation system
    3,600,000       2.23 %
Land and development cost
    11,228,484       6.96 %
Office equipment
    290,000       0.18 %
Railroad
    4,500,000       2.79 %
Construction management costs
    736,150       0.46 %
Contingency
    1,501,249       0.93 %
Rolling stock
    579,000       0.36 %
Fire Protection/Water Supply
    5,695,000       3.53 %
Start up costs:
               
Financing costs
    3,744,785       2.32 %
Organization costs
    637,462       0.39 %
Operating costs
    1,504,300       0.93 %
Pre start-up costs
    680,000       0.42 %
Inventory — working capital
    5,000,000       3.10 %
Inventory — corn
    3,000,000       1.86 %
Inventory — chemicals and ingredients
    500,000       0.31 %
Inventory — Ethanol & DDGS
    3,000,000       1.86 %
Spare parts — process equipment
    500,000       0.31 %
 
           
Total
  $ 161,337,000       100.00 %

 

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We expect the total funding required for the plant to be approximately $161,337,000, which includes $114,640,570 to build the plant, $3,600,000 for the installation of the corn oil separation system and approximately $43,096,430 for other project development costs including land, site development, utilities, start-up costs, capitalized fees and interest, inventories and working capital. We initially expected the project to cost approximately $150,500,000 to complete. We increased our estimate to approximately $161,337,000 mainly as a result of changes to the design of our plant, including the addition of two load-out stations for rail and an additional ethanol storage tank as well as increases in the cost of labor and materials necessary to construct the plant and the addition of our corn oil separation system. In addition, the $161,337,000 includes an increase of $5,597,597 to Fagen, Inc. due to an adjustment to our contract price resulting from an increase in the CCI. Our use of proceeds is measured from our date of inception and we have already incurred some of the related expenditures.
Additionally, we have entered into an agreement with ICM, Inc. for the construction and installation of a tricanter oil separation system. We expect the total cost of the corn oil separation operation to be approximately $3,600,000. We have entered into a Third Amendment of Construction Loan Agreement under which First National Bank of Omaha agreed to amend our Construction Loan Agreement to include a new loan up to the maximum amount of $3,600,000 for the purchase and installation of the corn oil extraction system.
Quarterly Financial Results
As of June 30, 2008, we have total assets of approximately $125,539,000 consisting primarily of property and equipment, deposits and financing costs. We have current liabilities of approximately $13,575,000 consisting primarily of accounts payable, construction retainage payable and derivative instruments. We have long term debt of approximately $40,660,000. Total members’ equity as of June 30, 2008, was approximately $71,304,000. Since our inception, we have generated no revenue from operations. From inception to June 30, 2008, we had net income of approximately $1,432,000 consisting primarily of interest and dividend income.
Critical Accounting Estimates
We enter into derivative instruments to hedge the variability of expected future cash flows related to interest rates. We do not typically enter into derivative instruments other than for hedging purposes. All derivative instruments are recognized on the June 30, 2008 balance sheet at their fair market value. Changes in the fair value of a derivative instrument that is designated as and meets all of the required criteria for a cash flow hedge are recorded in accumulated other comprehensive income and reclassified into earnings as the underlying hedged items affect earnings.
At June, 2008, we had an interest rate swap with a fair value of $1,040,233 recorded as a liability and as a deferred loss in accumulated other comprehensive loss. The interest rate swap is designated as a cash flow hedge.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Item 3A(T). Controls and Procedures
Our management, including our President and Principal Executive Officer, Troy Prescott, along with our Chief Financial Officer and Principal Financial and Accounting Officer, Techia Brewer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a — 15(e) under the Securities Exchange Act of 1934, as amended) as of June 30, 2008. Based upon this review and evaluation, these officers have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods required by the forms and rules of the Securities and Exchange Commission; and to ensure that the information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management including our principal executive and principal financial officers, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

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Our management, including our principal executive officer and principal financial officer, have reviewed and evaluated any changes in our internal control over financial reporting that occurred as of June 30, 2008 and there has been no change that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time in the ordinary course of business, Cardinal Ethanol, LLC may be named as a defendant in legal proceedings related to various issues, including without limitation, workers’ compensation claims, tort claims, or contractual disputes. We are not currently involved in any material legal proceedings, directly or indirectly, and we are not aware of any claims pending or threatened against us or any of the directors that could result in the commencement of legal proceedings.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.

 

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Item 6. Exhibits
The following exhibits are filed as part of, or are incorporated by reference into, this report:
             
Exhibit       Method of
No.   Description   Filing
       
 
   
  10.1    
Tricanter Installation and Purchase Agreement between ICM, Inc. and Cardinal Ethanol, LLC dated June 27, 2008.
  *
       
 
   
  10.2    
Corn Oil Extraction Note between First National Bank of Omaha and Cardinal Ethanol, LLC dated July 31, 2008.
  *
       
 
   
  10.3    
First Amendment of Construction Loan Mortgage between First National Bank of Omaha and Cardinal Ethanol, LLC dated July 31, 2008.
  *
       
 
   
  10.4    
Third Amendment of Construction Loan Agreement between First National Bank of Omaha and Cardinal Ethanol, LLC dated July 31, 2008.
  *
       
 
   
  31.1    
Certificate pursuant to 17 CFR 240 13a-14(a)
  *
       
 
   
  31.2    
Certificate pursuant to 17 CFR 240 13a-14(a)
  *
       
 
   
  32.1    
Certificate pursuant to 18 U.S.C. Section 1350
  *
       
 
   
  32.2    
Certificate pursuant to 18 U.S.C. Section 1350
  *
 
(*) Filed herewith.

 

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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
 
  CARDINAL ETHANOL, LLC    
 
       
Date: August 14, 2008
  /s/ Troy Prescott
 
Troy Prescott
Chairman and President
(Principal Executive Officer)
   
 
       
Date: August 14, 2008
  /s/ Techia Brewer    
 
       
 
  Techia Brewer
Chief Financial Officer
(Principal Financial and Accounting Officer)
   

 

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EXHIBIT INDEX
             
Exhibit       Method of
No.   Description   Filing
       
 
   
  10.1    
Tricanter Installation and Purchase Agreement between ICM, Inc. and Cardinal Ethanol, LLC dated June 27, 2008.
  *
       
 
   
  10.2    
Corn Oil Extraction Note between First National Bank of Omaha and Cardinal Ethanol, LLC dated July 31, 2008.
  *
       
 
   
  10.3    
First Amendment of Construction Loan Mortgage between First National Bank of Omaha and Cardinal Ethanol, LLC dated July 31, 2008.
  *
       
 
   
  10.4    
Third Amendment of Construction Loan Agreement between First National Bank of Omaha and Cardinal Ethanol, LLC dated July 31, 2008.
  *
       
 
   
  31.1    
Certificate pursuant to 17 CFR 240 13a-14(a)
  *
       
 
   
  31.2    
Certificate pursuant to 17 CFR 240 13a-14(a)
  *
       
 
   
  32.1    
Certificate pursuant to 18 U.S.C. Section 1350
  *
       
 
   
  32.2    
Certificate pursuant to 18 U.S.C. Section 1350
  *

 

26

Exhibit 10.1
TRICANTER PURCHASE AND INSTALLATION AGREEMENT
THIS TRICANTER PURCHASE AND INSTALLATION AGREEMENT (“Agreement”) is made and entered into on this 27th day of June , 2008, by and between ICM, Inc., a Kansas corporation (“Seller”) and Cardinal Ethanol, LLC , a(n) Indiana limited liability company (“Buyer”).
FOR AND IN CONSIDERATION of the mutual promises, covenants, agreements and payments set forth herein, the sufficiency of which is hereby acknowledged, Seller and Buyer agree as follows:
1.  
Sale of Goods . Subject to the terms and conditions specified herein, Seller shall sell to Buyer, and Buyer shall purchase from Seller the Tricanter Oil Separation System and any optional equipment described on Exhibit “A” attached hereto (collectively, the “Equipment”). “Equipment” shall also include start-up services and training by Seller with respect to the Tricanter Oil Separation System.
2.  
Installation . At Buyer’s option as selected on Exhibit “A”, Seller shall install the Equipment at Buyer’s ethanol plant located at 2 OMCO Square, Suite 201, Winchester, IN 47394 . The installation services to be provided by Seller are set forth on Exhibit “B” attached hereto. Seller shall install all Equipment in a workmanlike manner and in compliance with applicable laws, regulations and ordinances in effect as of the date of this Agreement. Installation shall begin on 08 Sept 08 and continue thereafter until completed. Seller estimates that the installation shall take approximately thirty (30) days for installation of the Tricanter skid and one hundred ten (110) days for installation of the tank farm (if applicable). In the event that Buyer fails to timely obtain applicable governmental permitting, including, without limitation, the amended air permit, the parties will mutually agree on a new date to begin the installation services. Buyer shall make the ethanol plant available to Seller during the pendency of installation services. The parties acknowledge that the installation of the Equipment may require the evaporation section of the ethanol plant be shutdown for a period of time, not to exceed twelve (12) hours. Buyer agrees to shutdown the evaporation section of the plant in conformance with Seller’s request upon three (3) days’ prior written notice to Buyer. Seller agrees to use its reasonable commercial efforts to minimize the amount of time that the evaporation section is shutdown.
3.  
Purchase Price . The purchase price which Buyer shall pay to Seller for the Equipment is set forth on Exhibit “A” (“Purchase Price”). The Purchase Price consists of (i) a fixed price for the Equipment and installation of the Tricanter Oil Separation System and the tank farm (if selected), and (ii) a time and materials price for the installation of the piping and wiring connecting the Tricanter Oil Separation System to the tank farm. The Purchase Price is inclusive of all sales, use and excise taxes.
4.  
Terms of Payment . The fixed component of the Purchase Price shall be payable by Buyer as follows: (i) fifty percent (50%) of the Purchase Price shall be due and payable on the date this Agreement is signed by Buyer; (ii) forty percent (40%) of the Purchase Price shall be invoiced to Buyer upon delivery of the Tricanter skid to the plant site; and (iii) ten percent (10%) of the Purchase Price shall be invoiced to Buyer upon the completion of performance test described in Paragraph 5 below. Invoices shall be payable within thirty (30) of receipt by Buyer. The time and materials component of the Purchase Price will be invoiced upon completion, which invoice shall be payable net thirty (30) days following receipt by Buyer. Buyer fails or refuses to pay Seller all or any part of the Purchase Price within ten (10) days following the date upon which any payment is due, interest shall accrue and be paid by Buyer to Seller in addition to the unpaid Purchase Price at the rate of eighteen percent (18%) per annum on the unpaid amount, or the highest interest rate allowed by law, whichever rate is less.

 

 


 

5.  
Performance Guarantee . ICM represents and warrants that the Tricanter Oil Separation System will produce the amount of 0.50 pounds of non-food grade quality corn oil per bushel of ground corn at the plant as determined during a twenty-four (24) hour performance test conducted by ICM following the completion of the installation and commissioning of the Equipment. The performance guarantee will be completely satisfied in the event that ICM can demonstrate that the average yield of corn oil over the 24-hour performance test period is equal to or exceeds 0.50 pounds per bushel of corn ground at the plant during such 24-hour test period. The performance guarantee is subject to the following criteria that must exist prior to conducting the performance test: (a) the feed streams into the Tricanter must test between 30%-32% feed solids as determined by a hot spin test conducted at the performance testing, (b) the feed streams from the evaporators must be between 192 and 210 degrees F; (c) the thin stillage discharge out of the whole stillage centrifuges must be less than 4% total suspended solids; (d) the acidic level of the feed streams into the Tricanter unit must be at least 3.8 pH or higher; (e) the plant must be operating at a capacity of at least 2.8 gallons of denatured ethanol per bushel of corn grind rate, (f) the corn processed must meet a minimum of #2 yellow dent with a hybrid variety characteristic of at least 4% oil by dry weight, and (g) the existing syrup pump must be replaced by a replacement syrup pump capable of pumping at a minimum rate of 60 gallons per minute.
6.  
Limited Warranty
  (A)  
Equipment Warranty . Seller warrants that Equipment will be free from defects in material and workmanship for a period of 12 months after the date the Equipment is placed in actual operation. Buyer must notify Seller if the Equipment is not in conformity with this limited warranty during the stated warranty period. Seller’s obligation, and Buyer’s sole remedy, under this limited Equipment warranty is, at Seller’s option, the repair, replacement or correction of any non-confirming Equipment or part thereof.
  (B)  
Installation Warranty . If installed by Seller, Seller warrants that Equipment will be installed in a workmanlike manner, and that the installation of the Equipment will be free from defects in workmanship for a period of 12 months from the date the Equipment is placed in actual operation. If Buyer notifies Seller that the installation is not in conformity with this limited warranty during the stated warranty period, Seller will, without charge to Buyer, re-perform the installation service so that it conforms to this limited warranty, with such remedy being the sole and exclusive remedy of Buyer for breach of this limited installation warranty.
  (C)  
Disclaimer . EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7.  
Limitation of Liability . NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE TO THE BUYER OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SAVINGS, OR OTHER CONSEQUENTIAL DAMAGES, OR FOR ANY INCIDENTAL OR SPECIAL DAMAGES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY THE BUYER BASED UPON ANY CLAIM BY ANY OTHER PARTY AGAINST THE BUYER. IN NO EVENT SHALL SELLER ‘S TOTAL LIABILITY HEREUNDER EXCEED THE PURCHASE PRICE PAID BY BUYER.
8.  
Force Majeure . Seller shall not be responsible for any failure to perform due to causes beyond Seller’s reasonable control, including but not limited to labor disputes, strikes, acts of God, fire, delays in transportation, communication line failure, or governmental actions. Any delay beyond Seller’s reasonable control shall be excused and the period of performance extended as may be necessary to enable Seller to perform after the cause of delay has been removed.

 

 


 

9.  
Confidentiality Obligation.
  (A)  
For purposes of this Agreement, “Proprietary Property” shall mean the design, arrangement, configuration and specification of the Equipment, together with operating P&IDs, drawings, methods, techniques, protocols, procedures, plans and processes related thereto, and together with any enhancement, modification, improvement, refinement or change of any aspect thereof.
  (B)  
Buyer shall treat the Proprietary Property as confidential, and shall use its best efforts to maintain such information as secret and confidential. Buyer shall refrain from copying, reverse engineering, disassembling, decompiling, translating, or modifying the Equipment or Proprietary Property, or granting any other person or entity the right to do so, without the prior written consent of Seller. As between Buyer and Seller, Seller has the exclusive right and interest in and to the Proprietary Property and the goodwill associated therewith and symbolized thereby. Buyer’s use of the Proprietary Property pursuant to this Agreement does not give Buyer any ownership interest or other interest in or to the Proprietary Property, or any component thereof, other than the rights granted herein. Buyer acknowledges the Proprietary Property to be valid and will not, directly or indirectly, contest the validity or the ownership by Seller thereof.
10.  
Miscellaneous
  (A)  
This Agreement shall be governed by the laws of the State of Kansas. Any legal proceeding relating to this Agreement shall be brought exclusively in the Eighteenth Judicial District Court, Wichita, Sedgwick County, Kansas, U.S.A., or in the United States District Court for the District of Kansas at Wichita, Kansas, U.S.A., and both parties hereto consent to the jurisdiction of said courts. Buyer hereby waives any defense of inconvenient forum to the maintenance of any action or proceeding brought in such courts.
  (B)  
This Agreement shall become a legal and binding contract upon signature of same by both parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.
  (C)  
This Agreement may not be assigned to another party by Buyer, either in whole or in part, without the prior written consent of Seller.
  (D)  
This Agreement is confidential between Buyer and Seller. The terms and conditions set forth in this Agreement may not be disclosed, either in whole or in part, to any third party unless the party desiring to make such disclosure first obtains the express written approval of the other party.
  (E)  
This Agreement and its exhibits, which exhibits are incorporated herein by this reference and made part of this Agreement, set forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersede all prior agreements, written or oral, between the parties. This Agreement may not be amended or modified except by a written instrument signed by both parties. By execution hereof, the signers certify that they have read this Agreement and that they are duly authorized to execute this Agreement in the capacity stated below.
IN WITNESS OF the mutual promises, covenants and agreements set forth herein, the parties have caused their authorized representatives to execute this Agreement, as of the dates indicated below.
                         
ICM, INC.           Cardinal Ethanol, LLC    
 
                       
By
  /s/ Chris Mitchell            By   /s/ Jeffrey L. Painter    
 
  ,
 
           
 
July 2, 2008
   
  (“Seller”)
 
            (“Buyer”)    

 

 


 

EXHIBIT “A”
TRICANTER OIL RECOVERY SYSTEM SIZED FOR A 100 MMGPY PLANT (EQUIPMENT)
I. FIXED PRICE COMPONENT
A. TRICANTER OIL RECOVERY SYSTEM (INCLUDES ONLY):
 
2 each Centrifuge Z6E-4/444 Flottweg or equivalent
 
 
1 each 300 SS gal heavy syrup tank
 
 
1 each 300 SS gal corn oil tank
 
 
1 each 2000 gal syrup Tricanter feed tank
 
 
1 each Syrup Draw pump PG 4215 — Waukesha 5070 125 GPM or equivalent
 
 
1 each Tricanter feed pump PG 6851 — Waukesha 5070 125 GPM or equivalent
 
 
1 each Tricanter heavy syrup pump PC 6855 — Sulzer 4x3x11 200 GPM or equivalent
 
 
1 each Tricanter corn oil pump PG 6853 — Viking gear pump 10 GPM or equivalent
 
 
1 each Oil solids recirculation pump PC 6854 — Finish-Thompson 10 GPM or equivalent
 
 
1 each Oil Heater ET 6851 — Mason Tube and Shell 30 sq. ft.
 
 
1 each Automated valve (SV 6850) for syrup feed heater flush system
 
 
Tricanter Oil Recovery System Start-up and Training
 
 
Hettich 320 Classic bench top centrifuge for ongoing sample testing
         
Tricanter Oil Recovery System Price:
$   2,531,854.00 USD
 
 
B. OPTIONAL TRICANTER SYSTEM INSTALLATION OPTION SELECTED: YES
 
Includes only the Tricanter System Installation Services described in Section A of Exhibit “B”
         
Tricanter System Installation Price:
$   485,000.00 USD
 
 

 

 


 

C. OPTIONAL OIL STORAGE TANK FARM (INCLUDES ONLY): OPTION SELECTED: TBD
 
4 each 23,000 gallon SS coned bottom Oil storage tanks (14' wide x 20' high)
 
 
Concrete base for each tank
 
 
50' x 50' x 2' concrete containment area
 
 
Level transmitter for each tank
 
 
Level sight glass indicator for each tank
 
 
Temperature indicator for each tank
 
 
Temperature transmitter for each tank
 
 
Electric oil tank heater 4KW for each tank
 
 
EV control valve (2") for each tank
 
 
1 each 300 gpm industrial twin wing rotor pump (Load Out)
 
 
1 each corn oil 30 gpm sump pump (Load Out)
 
 
Piping components and material within the tank farm
 
 
1 each Determan Brownie truck loading skid (or equivalent)
         
Oil Storage Tank Farm Price
  $ 790,892.00 USD  
 
     
D. OPTIONAL OIL STORAGE TANK FARM INSTALLATION OPTION SELECTED: TBD
 
Includes the Storage Tank Farm Installation Services described in Section B of Exhibit “B”
 
 
Piping within the tank farm installed
 
 
All pipes within tank farm heat traced and insulated
         
Tricanter Oil Storage Tank Farm Installation Price:
  $ 528,000.00 USD  
 
     
 
       
E. TOTAL FIXED PRICE COMPONENT
  $ 4,335,746.00 USD  
 
     
 
       
 
  $ 3,016,854.00 USD  

 

 


 

II. TIME AND MATERIALS COMPONENT
A. OPTIONAL PIPING TO BUYER’S TANKS (INCLUDES ONLY): OPTION SELECTED:  _____ 
 
1 1/2" Stainless SCH 10 pipe furnished and installed from the skid to the tank farm
 
 
Wiring from the skid energy center for the tank heaters
 
 
All pipes heat traced and insulated
 
 
Includes the Piping and Wiring to Tank Farm Installation Services described in Section C of Exhibit “B”
The Time and Materials Pricing is based upon a fixed charge per linear foot of piping materials and wiring connection the Tricanter Oil Recovery System skid to the tank farm as follows:
1  
Piping: $134.00 per linear foot
 
2  
Wiring: $4.00 per linear foot
The time and materials component of the Purchase Price will be determined following completion of installation of the piping and wiring. The amount for this component will be invoiced following completion of installation. The invoice for this amount will be due and payable thirty (30) days following receipt of the invoice by Buyer.

 

 


 

EXHIBIT “B”
INSTALLATION SERVICES
A. TRICANTER OIL RECOVERY SYSTEM INSTALLATION (OPTIONAL)
     
Description   ICM Scope (Tricanter Oil Recovery System)
Provide Documents
  ICM will provide Engineering documents including P&ID’s, general arrangement, equipment specifications, updated electrical one line drawings, instrument specifications, startup procedures and operating procedures.
Installation
  ICM will direct and control the installation of equipment skid, electrical wiring and concrete within ICM battery limits.
Tricanter Skid
  The skid includes pumps, pipes pipe instruments, structure, centrifuge and controls on a skid mount as per ICM design.
Engineering
  ICM will provide necessary process, structural and electrical engineering.
Electrical
  ICM will supply wire from switchgear to motors– see equipment list.
DCS
  ICM will provide Ethernet port on skid. Provide wiring from skid Ethernet to main DCS Ethernet port. ICM will program DCS for viewing skid activity.
Piping
  ICM will install all piping as shown on P&ID, for syrup feed, CIP, steam, steam condensate, corn oil and heavy syrup.
Insulation
  ICM will insulate ICM installed syrup, steam, CIP, steam condensate, and heavy syrup lines.
Start Up/Training
  ICM will perform the start up of the system. ICM will have Flottweg representative on site; ensure performance and reliability of equipment and train operators on the shutdown and start procedures.
Air Permit
  ICM will provide professional services to obtain the Air Permit required for the installation services. Buyer will reasonably assist ICM in obtaining this permit.
     
Description   ICM Scope Does not include (Buyer’s Scope):
Other Permits
  Other than the Air Permit, all other permits are the responsibility of the Buyer, including construction permits. Seller will reasonably assist Buyer in obtaining these permits.
Electrical
  Buyer shall furnish Two (2) 300 amp 480 volt sources, Ethernet port to skid, and heat trace circuit power. Buyer is responsible for all utility identification (DigSafe/One Call).
Mechanical
  Buyer shall provide (a) steam and steam condensate source access point, (b) CIP supply and return source access point, and (c) syrup supply access point.
Facilities/Utilities
  Buyer shall provide utilities, phone, internet, job trailer space, and lay down area during construction.
Load-out
  If Buyer has selected ICM to install the storage tank farm option, Buyer shall provide any temporary truck load-out area for oil load-out during tank farm construction and any containment required for temporary truck load-out. If Buyer has not selected the storage tank farm option, Buyer shall be solely responsible for truck load-out and containment.

 

 


 

B. STORAGE TANK FARM INSTALLATION (OPTIONAL)
     
Description   ICM Scope (Storage Tank Farm)
Provide Documents
  ICM will provide furnish general equipment layout drawings, piping drawings and wiring drawings.
Installation
  ICM will direct and control installation of the tank foundations, tanks, pumps, valves, oil heaters, instruments, pipe racks, wire trays and wiring inside the retention area which includes the truck loading area if adjacent to the storage area. ICM will direct and control the construction of the retention and loading area according to SPCC requirements.
Engineering
  ICM will provide all design, process, structural, civil and electrical engineering services for the tank farm to be located within the confines of the tank farm retention area and the truck loading area (if adjacent to the tank farm).
Piping
  ICM will direct and control installation the installation of all piping as shown on general equipment layout within the tank farm.
Insulation
  All piping inside the tank farm retention and truck loading area (if adjacent) will be stainless steel, heat traced and insulated.
Clean in Place
  A manual CIP valve body will be provided for all tanks.
Air Permit
  ICM will provide professional services to obtain the Air Permit required for the installation services. Buyer will reasonably assist ICM in obtaining this permit.
     
Description   ICM Scope Does not include (Buyer’s Scope):
Other Permits
  Other than the Air Permit, all other permits are the responsibility of the Buyer, including construction permits. ICM will reasonably assist Buyer in obtaining these permits.
Civil/Geotechnical
  Buyer shall provide to ICM all geotechnical reports. Buyer is responsible to provide a suitable building site that meets soil compaction per ICM requirements.
Electrical/Utilities
  Buyer is responsible for all utility identification (Dig-Safe/One Call).
Mechanical
  Buyer shall provide any and all additional pipe rack, cable tray, and underground required.
Facilities/Utilities
  Buyer shall provide utilities, phone, internet, job trailer space, and lay down area during construction.
Temporary Load-out
  Buyer shall provide any temporary truck load-out area for oil load-out during tank farm construction and any containment required for temporary truck load-out.
C. PIPING AND WIRING TO TANK FARM (OPTIONAL)
     
Description   ICM Scope (Skid to Tank Piping and Wiring)
Provide Documents
  ICM will provide furnish general equipment layout drawings, piping drawings and wiring drawings.
Installation
  ICM will direct and control the installation of all piping and wiring as shown on general equipment layout from the skid to the tank farm. The installation is for above-ground piping only.
Insulation
  All piping will be stainless steel, heat traced and insulated.
     
Description   ICM Scope Does not include (Buyer’s Scope):
Permits
  All permits are the responsibility of the Buyer, including construction permits. ICM will reasonably assist Buyer in obtaining these permits.
Civil/Geotechnical
  Buyer shall provide to ICM all geotechnical reports. Buyer is responsible to provide a suitable building site that meets soil compaction per ICM requirements.
Electrical/Utilities
  Buyer is responsible for all utility identification (Dig-Safe/One Call).
Mechanical
  Buyer shall provide any and all additional pipe racks, cable trays or other supports necessary for the installation. These items are outside of ICM’s quotation.

 

 

Exhibit 10.2
CORN OIL EXTRACTION NOTE
     
Note Date: July 31, 2008   $3,600,000,00
Maturity Date: April 8, 2009     
FOR VALUE RECEIVED, CARDINAL ETHANOL, LLC, an Indiana limited liability company (“BORROWER”), promises to pay to the order of FIRST NATIONAL BANK OF OMAHA, (“BANK”), at its principal office or such other address as BANK or holder may designate from time to time, the principal sum of Three Million Six Hundred Thousand and No/100 Dollars ($3,600,000.00), or the amount shown on BANK’s records to be outstanding, plus interest (calculated on the basis of actual days elapsed in a 360-day year) accruing each day on the unpaid principal balance at the annual interest. rates defined below. Absent manifest error, BANK’s records shall be conclusive evidence of the principal and accrued interest owing hereunder.
This Corn Oil Extraction Note (“Note”) is executed pursuant to a Construction Loan Agreement (as amended, the “LOAN AGREEMENT”) between BORROWER and BANK dated December 19, 2006, as amended including by that certain Third Amendment of Construction Loan Agreement between BORROWER and BANK of even date herewith. All capitalized terms not otherwise defined in this Note shall have the meanings provided in the LOAN AGREEMENT.
INTEREST ACCRUAL . Interest on the principal amount outstanding on this Note shall accrue, for the period through and including the CORN OIL EXTRACTION LOAN TERMINATION DATE at a rate equal to the one month LIBOR RATE plus three hundred (300) basis points from time to time until maturity, and at a rate equal to the one month LIBOR RATE plus nine hundred (900) basis points from time to time after maturity or the occurrence of an EVENT OF DEFAULT, whether by acceleration or otherwise. Interest shall be calculated on the basis of a 360-day year, counting the actual number of days elapsed, and. will adjust monthly as described in the LOAN AGREEMENT.
REPAYMENT TERMS . Until the CORN OIL EXTRACTION LOAN TERMINATION DATE applicable to this Note, interest only shall he payable quarterly, commencing September 8, 2008. On the CORN OIL EXTRACTION LOAN TERMINATION DATE applicable to this Note, all principal and accrued interest shall be due and payable. The LOAN AGREEMENT describes the CORN OIL EX’FRACTION TERM NOTE that may be used by BORROWER to pay this Note.
PREPAYMENT . The LOAN AGREEMENT contains provisions regarding prepayment of the Construction Loan, which provisions shall apply to the prepayment of this Corn Oil Extraction Note.
ADDITIONAL TERMS AND CONDITIONS . The LOAN AGREEMENT, and any amendments or substitutions, contains additional terms and conditions, including default and acceleration provisions, which are incorporated into this Note by reference. BORROWER agrees to pay all costs of collection, including reasonable attorneys’ fees and legal expenses incurred by B.ANK if this Note is not paid as provided above, This Note shall be governed by the substantive laws of the State of Nebraska, exclusive of its choice of laws principles.

 

 


 

WAIVER OF PRESENTMENT AND NOTICE OF DISHONOR . BORROWER and any other person who signs, guarantees or endorses this Note, to the extent allowed by law hereby waives presentment, demand for payment, notice of dishonor, protest, and any notice relating to the acceleration of the maturity of this Note.
[SIGNATURE PAGE FOLLOWS]

 

 


 

Executed as of the Note Date first above written.
CARDINAL ETHANOL, LLC, an Indiana limited liability company
         
By:
  /s/ Troy Prescott
 
Title: President
   
             
STATE OF INDIANA
    )      
 
  ) ss,    
COUNTY OF Grant
    )      
On this 31 day of July, 2008, before me, the undersigned, a Notary Public in and for said County and State, personally appeared Troy Prescott , known to me to be the President of Cardinal Ethanol, LLC, an Indiana limited liability company, and acknowledged the execution of the foregoing Note for and on behalf of such limited liability company.
         
 
  Techia K. Brewer    
 
       
 
  Notary Pubic    
 
       
 
  /s/ Techia K. Brewer
 
Notary Public (Printed Signature)
   
My County of Residence Is: Grant
My Commission Expires: 12/27/2009

 

 

Exhibit 10.3
[Space Above This Line For Recording Data]
FIRST AMENDMENT OF CONSTRUCTION LOAN MORTGAGE,
SECURITY AGREEMENT,
ASSIGNMENT OF LEASES AND RENTS
AND FIXTURE FINANCING STATEMENT
THIS FIRST AMENDMENT OF CONSTRUCTION LOAN MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FINANCING STATEMENT (“Amendment”) is made as of July 31, 2008, between CARDINAL ETHANOL, LLC, an Indiana limited liability company (“Mortgagor”), whose address is 1554 N, 600 E., Union City, Indiana 47390 and FIRST NATIONAL BANK OF OMAHA, a National Banking Association (“Mortgagee”), whose address is 1620 Dodge Street, Stop 1050, Omaha, Nebraska 68197-1050, and amends that certain Construction Loan Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement dated December 19, 2006 (“Mortgage”) executed and delivered by Mortgagor in favor of Mortgagee and recorded in the mortgage records of Randolph County, Indiana as Instrument No. 2006-6145 on December 21, 2006.
RECITALS
A. Mortgagor and Mortgagee have entered into that certain Construction Loan Agreement dated December 19, 2006 (as the same may be modified or amended from time to time, the “Loan Agreement”), pursuant to which Mortgagee has extended to Mortgagor the Loans and financial accommodations described therein and in the Mortgage.
B. Pursuant to that certain Third Amendment of Construction Loan Agreement dated of even date herewith and the documents executed in connection therewith, Mortgagee extended to Mortgagor the Oil Extraction Loan in the maximum principal amount of $3,600,000,00. The Oil Extraction Loan is secured by the Mortgage. The Mortgage provides that it secures the total principal amount of $101,602,500, or so much thereof as may have been advanced and/or readvanced now or in the future at variable and/or fixed rates of interest to or for the benefit of the Mortgagee and remains unpaid from time to time, plus the amount of any protective advances made by Mortgagee as provided for in this Mortgage or any other Loan Document.

 

 


 

C. The Mortgage encumbers the real property and improvements described in Exhibit A attached hererto and incorporated herein by reference.
D. Mortgagor and Mortgagee agree to amend the Mortgage to reflect the increase in the maximum principal amount of the Loans and otherwise as set forth below.
NOW, THEREFORE, in consideration of the foregoing Recitals, which are hereby made an integral part of this Mortgage, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to amend the Mortgage as follows:
1. Capitalized terms not otherwise defined in this Amendment shall have the meaning given to such terms in the Mortgage. The term. “Mortgage”, as defined in the Mortgage and the other Loan Documents, shall be deemed to mean the Mortgage as amended by this Amendment and as the Mortgage may he hereafter further amended, supplemented, restated or modified from time to time.
2. The definition of the term “Loans” in Recital A of the Mortgage is hereby amended to include the Oil Extraction Loan in the principal amount of up to $3,600,000,00.
3. The reference in Recital A to S101,602,500,00 as the total principal amount secured by the Mortgage is hereby deleted and $105,202,500.00 is hereby inserted in lieu thereof, and hereafter Mortgage shall secure the principal amount of $50,846,000.00, or so much thereof as may have been advanced and/or readvanced now or in the future at variable and/or fixed rates of interest to or for the benefit of the Mortgagee and remains unpaid from time to time, plus the amount of any protective advances made by Mortgagee as provided for in this Mortgage or any other Loan Document.
4. Mortgagor’s notice address in Section 5.3 and Mortgagor’s address in Section 5.9 of the Mortgage is hereby amended to 1554 N. 600 E., Union City, Indiana 47390, Fax. No. (765) 964-3349.
5. The Mortgage, as amended by this Amendment, shall remain in full force and effect as originally executed and delivered by Mortgagor, except as expressly modified and amended herein. Mortgagor hereby confirms and reaffirms all of its obligations under the Mortgage, as modified and amended by this Amendment.
6. Mortgagor certifies and reaffirms by its execution hereof that the representations and warranties set forth in the Mortgage and the other Loan Documents are true as of this date, and that no Event of Default under the Mortgage or any other Loan Document, and no event which, with the giving of notices or passage of time or both, would become such an Event of Default, has occurred as of execution hereof.

 

 


 

7. This Amendment may he executed simultaneously in several counterparts, each of which shall be deemed an original but which together shall constitute one and the same Instrument.
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment on the date first written above.
             
    FIRST NATIONAL BANK OF OMAHA, a national
banking association
   
 
           
 
  BY:   /s/ Fallon Savage
 
   
 
    TITLE: Second Vice President    
 
           
    CARDINAL ETHANOL, LLC, an Indiana
Limited liability company
   
 
           
 
  BY:   /s/ Troy Prescott    
 
           
 
    TITLE: President    
Prepared by and Return to:
James M. Pfeffer
Stinson Morrison Becker LLP
1299 Farnam St. Suite 1500
Omaha, Nebraska 68102

 

 


 

CERTIFICATE OF ACKNOWLEDGEMENT
             
STATE OF INDIANA
    )      
 
  ) ss,    
COUNTY OF Grant
    )      
Before me, a Notary Public in and for said County and State, personally appeared Troy Prescott , known to me to be the President of Cardinal Ethanol, LLC, an Indiana limited liability company, and acknowledged the execution of the foregoing Note for and on behalf of such limited liability company.
         
 
  /s/ Techia K. Brewer
 
Notary Pubic — Signature
   
 
       
 
  Techia K. Brewer    
 
       
 
  Notary Public — Printed Name    
 
       
 
  Date: July 31, 2008    
My Commission Expires:
12/27/2009
My County of Residence: Grant County, Indiana

 

 


 

EXHIBIT A
LEGAL DESCRIPTION
Tract I, containing 207.623 acres
Situated in the Northeast and. Southeast Quarters, both being in Section 17, Township 20 North, Range 15 East, Wayne Township, Randolph County, Indiana, being more particularly described as follows:
Beginning at a mag nail found at the southeast corner of the Southeast Quarter in Indiana State Highway No. 32;
Thence North 89º50'43" West 1993.12 feet (bearing base established from State Plan Coordinates) along the south line of said Southeast Quarter, Indiana State Highway No. 32, to a mag nail set, witness an iron. rod set North 00º09'17" East 30.00 feet (all iron rods set are 5/8" rebar with plastic cap stamped “RLS 20400025”);
Thence North 00º09'17" East 332.46 feet, to an iron rod set;
Thence North 89°50'43" West 298.90 feet, to art iron rod set;
Thence South 00º09'17" West 332.46 feet, to a mag nail set on the south line of said Southeast Quarter, witness an iron rod set North 00º09'17" East 30.00 feet;
Thence North, 89º50'3" West 502.27 feet, along said south line, in said highway, to a mag nail found at said southwest corner of said Southeast Quarter, witness a concrete post found North 01º31'35" East 30.52 feet;
Thence North 01º31'35" East 2649.53 feet along the west line of said Southeast Quarter, to an. iron rod set at the northwest corner of said Quarter (all iron rods set are 5/8" rebar with plastic cap stamped “RLS 20400025”);
Thence North. 01º31'35" East 378.81 feet along the west line of said Northeast Quarter, to an iron rod set on the south right-of-way of the New ‘1°c-irk Central Lines Railroad;
Thence North 77º15'15' East 2775.43 feet along said south right-of-way, to a mag nail set on the east line of said Northeast Quarter, in Randolph County Road 600 East, witness a concrete end post found South 77º15'15" West 21.33 feet;
Thence South 00º40'05" West 1012.22 feet along the east line of said Northeast Quarter, in said County Road to an iron rod found at the southeast comer of said Northeast Quarter;
Thence South 00°23'58" West 2635.04 feet along the east line of said Southeast Quarter, in said road, to the point of beginning, containing 207.623 acres, more or less, there being 43.128 acres, more or less, in the Northeast Quarter and 164.495 acres, more or less, in the Southeast Quarter.

 

 


 

Tract II, containing 87.598 acres
Situated in the Northwest and Southwest Quarters, both in Section 17, Township 20 North, Range 15 East, Wayne Township, Randolph County, Indiana, being more particularly described as follows:
Beginning at a mag nail found at the southeast corner of the Southwest Quarter, in Indiana State Highway No.32, witness a concrete end post found North 01º31’35” East 30.52 feet;
Thence North 89º42'11' West 1320.67 feet (bearing base established from State Plan Coordinates) along the south line of said Southwest Quarter, in said State Highway, to a mag nail set at the Southeast corner of a 63.39 acre tract as recorded in instrument 0002247, witness a concrete end post found North 01º12'42" East 30.49 feet;
Thence North 01º12'42" East 2652.77 feet along the east line of said 63.39 acre tract, to an iron rod set on the North line of said Southwest Quarter;
Thence North 01º12'42" East 64.26 feet, entering into the Northwest Quarter, to an iron rod set on the south right-of-way of the New York Central Lines Railroad (al( iron rods set with plastic cap stamped 7955);
Thence North 77º15'15" East 1377.82 feet along said right-of-way, to at; iron rod set on the east line of said Northwest Quarter;
Thence South 01º31'35" West 378.81 feet along the east line of said Northwest Quarter, to an iron rod set at the southeast corner of said carter;
Thence South 01º31'35" West 2649.53 feet along the east line of said Southwest Quarter, to the point of beginning, containing 87.598 acres, more in less, there being 80.807 acres, more or less, in the Southwest Quarter and 6.791 acres, more or less, in the Northwest Quarter.

 

 

Exhibit 10.4
THIRD AMENDMENT OF
CONSTRUCTION LOAN AGREEMENT
THIS THIRD AMENDMENT OF CONSTRUCTION LOAN AGREEMEN’T (“Amendment”) is made this 31st day of July, 2008 between FIRST NATIONAL BANK OF OMAHA, a national banking association (“Bank”) and CARDINAL ETHANOL, LLC, an Indiana limited liability company (“Borrower”). This Amendment amends that certain Construction Loan Agreement dated December 19, 2006 between Bank and Borrower (“Loan Agreement”).
WHEREAS, pursuant to the Loan Agreement and the other Loan Documents, Bank extended the Construction Loan, Revolving Loan and other financial accommodations and extensions of credit described in the Loan Agreement to Borrower, all as more fully described in the Loan Agreement;
WHEREAS, pursuant to that certain that certain First Amendment of Construction Loan Agreement dated August 22, 2007, a revised Total. Project Cost Statement was attached to the Loan Agreement as Exhibit G and the Loan Agreement was otherwise amended as provided for therein;
WHEREAS, pursuant to that certain Second Amendment of Construction Loan Agreement dated December 18, 2007, the Loan Termination Date applicable to the Revolving Note was extended to December 17, 2008 and the Loan Agreement was otherwise amended as provided for therein; and
WHEREAS, the Borrower has requested, and under the terms of this Amendment Bank has agreed, to extend a new loan in the amount of $3,600,000.00 to be used for the installation of a corn oil extraction system and the purchase of related equipment (the “Corn Oil Extraction Loan”); and
WHEREAS, the parties hereto agree to amend the Loan Agreement as provided for in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties agree to amend the Loan Agreement as follows:
1. Capitalized terms used herein shall have the meaning given to such terms in the Loan Agreement, unless specifically defined herein.
2. The Recital to the Loan Agreement is hereby amended by inserting the following at the end of the first sentence of such Recital: “and a construction loan in the amount of up to $3,600,000,00 for the purchase of equipment relating to and the installation of a corn oil extraction system on the Project (the “Corn Oil Extraction Loan”). In addition, the term Loans is hereby amended to include the Corn Oil Extraction Loan.

 

 


 

3. Section 1 of the Loan Agreement is hereby amended by adding the following definitions at the end of such Section:
  1.42   “Corn Oil Extraction 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 Corn Oil Extraction Loan is terminated in accordance with the terms elf .this AGREEMENT.
 
  1.43   “Corn Oil Extraction Note” means the promissory note of BORROWER evidencing borrowings under the Corn Oil Extraction Loan of up to a maximum amount of $3,600,000.00.
4. The definition of “DRAW REQUEST” in Section 1.10 of the Loan Agreement is hereby amended by inserting the following at the end thereof: “or the Corn Oil Extraction Note”.
5. The definition of “INTEREST PERIOD” in Section 1.18 of the Loan Agreement is hereby amended by inserting “Corn Oil. Extraction. Note,” between the terms CONSTRUCTION NOTE and LONG TERM- REVOLVING NOTE.
6. Subsection (i) of the definition of the term “LOAN TERMINATION DATE” in Section 1.21 of the Loan Agreement is hereby amended by inserting “, as to the Corn Oil Extraction Note, the Com Oil Extraction Loan Termination Date,” after the term CONSTRUCTION LOAN TERMINATION DATE.
7. Section 1.28.1 of the Loan Agreement is hereby amended by inserting “the Corn Oil Extraction Note,” after CONSTRUCTION NOTE.
8. The definition of “TERM NOTES” in Section 1.38 of the Loan Agreement is hereby amended by inserting “, the Corn Oil Extraction Term Note” after VARIABLE RATE NOTE.
9. Section 2.1 of the Loan Agreement is hereby amended to add the following as a new paragraph at the end of such Section:
“BANK agrees, on the terms and subject to the conditions hereinafter set forth, to make, from time to time during the period horn the date of execution of this AGREEMENT to and including the Corn Oil Extraction Loan Termination Date disbursements to BORROWER pursuant to the DISBURSING AGREEMENT, in an aggregate principal amount not to exceed the amount of the Corn Oil Extraction Loan for the sole purpose of paying approved equipment, installation and construction costs of the corn oil extraction system installed at 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 Corn Oil Extraction Loan, BANK will advance such amount, or a lesser sum, as in BANK’s reasonable discretion is necessary to complete the corn oil extraction system installation at the PROJECT. Approved construction costs are costs actually incurred in connection with the construction of the corn oil extraction system associated with the PROJECT, which shall include bet not be limited to costs of PERMITS, licenses, labor, supplies, materials, services, equipment, and interest on disbursements, and BANK approved operating costs of the corn oil extraction system.”

 

 


 

10. Section 2.2 of the Loan Agreement is hereby amended to add the following as a new paragraph at the end of such Section:
“The obligation of BORROWER to repay the Corn Oil Extraction Loan shall be evidenced by the Corn Oil Extraction Note. Notwithstanding any provisions of the Corn Oil Extraction Note, interest shall be payable at the rate provided therein only on such portions of the Corn Oil Extraction Loan proceeds as actually have been disbursed pursuant to this AGREEMENT and the DISBURSING AGREEMENT.”
11. Section 2.3 of the Loan Agreement is hereby amended to add following as a new paragraph at the end of such Section:
“Prior to maturity, interest on the principal balance outstanding on the Corn Oil Extraction loan shall accrue at a rate equal to the one month LIBOR RATE plus 300 hundred basis points. The interest rate on the Corn Oil Extraction Loan shall initially be set two (2) EURODOLLAR BUSINESS DAYS prior to the date of the Corn Oil Extraction Loan, and shall adjust on the 8th day of each month thereafter. After maturity, whether by acceleration or otherwise, interest shall accrue on the Corn Oil Extraction Loan at a rate equal to the one month LIBOR RATE plus nine hundred (900) basis points.”
12. Section 2.4 of the Loan Agreement is hereby amended to add the following as a new paragraph at the cod of such Section:
“Interest only shall be payable quarterly on the Corn Oil Extraction Note as more particularly provided for in the Corn Oil Extraction Note. All outstanding principal and accrued but unpaid interest shall be payable on the Corn Oil Extraction Loan Termination Date. On the Corn Oil Extraction Loan Termination. Date, provided no EVENT OF DEFAULT has occurred and is continuing, the Corn Oil Extraction Note shall convert to the Corn Oil Extraction Term Note. Prior to maturity, the Corn Oil Extraction Term Note shall accrue interest at the three month LIBOR RAT.E plus 300 basis points and interest, shall be payable quarterly, in arrears, on the same days that principal installments are due. .After the occurrence of an EVENT OF DEFALT or after the maturity date of the Corn Oil Extraction Term Note, interest shall accrue at a rate equal to the one month LIBOR Rate plus 900 basis points. The principal balance of the Corn Oil Extraction Term Note shall be payable in equal quarterly installments of $90,000.00 payable on the 8th day of every third (3rd) month, commencing three (3) months after the Corn Oil Extraction Loan Termination Date. All unpaid principal and accrued interest under the Corn Oil Extraction Term Loan shall be due and payable in full on the LOAN TERMINATION DATE applicable to the Corn Oil Extraction Term Note, if not sooner paid,”
13. Borrower shall pay the Bank a commitment fee on the Corn Oil. Extraction Loan equal to $45,000.00, which fee is earned and shall be payable upon the execution of this Amendment.

 

 


 

14. The Corn Oil Extraction Note shall be disbursed in accordance with the draw procedures set forth in Section 3 of the Loan Agreement for the CONSTRUCTION LOAN and the Disbursing Agreement. Each DRAW REQUEST shall specify if it is a draw on the CONSTRUCTION LOAN or the Corn Oil Extraction Loan. In addition, draws on the Corn Oil Extraction Loan shall be subject to the conditions contained in Sections 422, 4.3 and 4.4 of the Loan Agreement.
15. Borrower’s notice address in Section 8.7 of the Loan Agreement is hereby amended to 1554 N. 600 E., Union City, Indiana 47390, Fax. No. (765) 964-3349.
16. This Amendment shall not be effective until Bank shall have received each of the following (each in form and substance acceptable to Bank) or the following conditions have been satisfied:
  (a).   This Amendment, duly executed by Borrower.
  (b).   The Corn Oil Extraction Note duly executed by Borrower.
  (c).   A First Amendment of Construction Loan Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement, duly executed by Borrower and in recordable form.
  (d).   An endorsement to the title commitment issued to Bank to reflect the increase in the principal amount of the OBLIGATIONS.
  (e).   A copy of all PLANS and PERMITS in connection with the oil extraction system and equipment and all budgets relating to the purchase and installation of the oil extraction system on the PROTECT.
 
  (f).   An assignment of any contracts relating to the installation of the oil extraction system on the PROJECT.
 
  (g).   Such other matters as Bank may reasonably require.
17. Except as modified and amended herein, all other terms, provisions, conditions and obligations imposed under the terms of the Loan Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and affirmed by Borrower. To the extent necessary, the other Loan Documents are hereby amended to be consistent with the terms of this Amendment.

 

 


 

18. Borrower certifies and reaffirms by its execution hereof that the representations and warranties set forth in the Loan Agreement and the other Loan Documents are true as of this date, and that no Event of Default under the Loan. Agreement or any other Loan Document, and no event which, with the giving of notices or passage of time or both, would become such an Event of Default, has occurred as of execution hereof.
19. This Amendment may be executed simultaneously in several counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]

 

 


 

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment on the date first written above.
         
  FIRST NATIONAL BANK OF OMAHA,
a national banking association
 
 
  By:   /s/ Fallon Savage    
    Title: Second Vice President    
 
CARDINAL ETHANOL, LLC an
Indiana limited liability company
 
 
  By:   /s/ Troy Prescott    
    Title: President    
       
 

 

 

Exhibit 31.1
CERTIFICATION PURSUANT TO 17 CFR 240.13(a)-14(a)
(SECTION 302 CERTIFICATION)

I, Troy Prescott, certify that:
1.  
I have reviewed this quarterly report on Form 10-QSB of Cardinal Ethanol, LLC;
2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer, as of, and for, the periods presented in this report;
4.  
The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:
  a)  
Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  b)  
Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  c)  
Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s third fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
5.  
The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
  a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
  b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal controls over financial reporting.
         
Date: August 14, 2008  /s/ Troy Prescott    
  Troy Prescott,    
  (President and Principal Executive Officer)    

 

 

         
Exhibit 31.2
CERTIFICATION PURSUANT TO 17 CFR 240.13(a)-14(a)
(SECTION 302 CERTIFICATION)
I, Techia Brewer, certify that:
1.  
I have reviewed this quarterly report on Form 10-QSB of Cardinal Ethanol, LLC;
2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer, as of, and for, the periods presented in this report;
4.  
The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:
  a)  
Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  b)  
Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  c)  
Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s third fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
5.  
The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
  a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
  b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal controls over financial reporting.
         
Date: August 14, 2008  /s/ Techia Brewer    
  Techia Brewer,    
  Chief Financial Officer (Principal Financial and Accounting Officer)    
 

 

 

Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report on Form 10-QSB in accordance with Rule 15(d)-2 of the Securities Exchange Act of 1934 of Cardinal Ethanol, LLC (the “Company”) for the period ended June 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Troy Prescott, President, Director, and Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
  1.  
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
  2.  
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
         
  /s/ Troy Prescott    
  Troy Prescott,    
  President and Principal Executive Officer
Dated: August 14, 2008
 

 

 

         
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report on Form 10-QSB in accordance with Rule 15(d)-2 of the Securities Exchange Act of 1934 of Cardinal Ethanol, LLC (the “Company”) for the period ended June 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Techia Brewer, Chief Financial Officer and Principal Financial and Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
  3.  
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
  4.  
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
         
  /s/ Techia Brewer    
  Techia Brewer,   
  Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated: August 14, 2008