IRREVOCABLE LinTER OF CREDIT

Transcription

1 COBANK" IRREVOCABLE LinTER OF CREDIT P.O. Box 5110 Denver, Colorado USA 5500 South Quebec Street Greenwood Village, CO USA fax SWIFT NBFCUS55 December IRREVOCABLE LETrER OF CREDff NO Wells Fargo Bank, National Association. as Trustee 230 W. Monroe Street 29th Floor Chicago, IL Ladie!. and Gentlemen: At the request, on the instructions and for the account of The Anderson~ Clymers Ethanol LLC. an Ohio limited liability company (the "Company"). we hereby establish this Irrevocable Letter of Credit in your favor. as Trustee (the "Trustee") for the benetit of the Bondholders under an Irldenture of Trust dated as of December I, 2006 (as in effect from time to time, the "Indenture") between the City of Logansport. Indiana (the "Issuer") and you, pursuant to which $6,OOO,()()O aggregat principal amount of the Issuer's Exempt Facilities Revenue Bonds (The Andersons Clymers Ethanol LLC Project) Series 2006 (the "Bonds") were issued. We hereby irrevocably authorize you to draw on us in accordance with the terms and conditions hereinafter set forth. in one or more drawings. an aggregate amount not exceeding $ (as reduced from time to time in accordance with the provisions hereof, the "Stated Amount") of which (a) an aggregate amount not exceeding $6.0()(),OOO (as reduced from time to time in accordance with the tenns hereof, the "Principal Component") may be drawn upon with respect to payment of the unpaid principal amount or the portion of the Purchase Price (as defined in the Indenture) corresponding to the unpaid principal amolmt of the Bonds and (b),m aggregate amount not exceeding $ (as reduced from time to time in accordance with the terms hereof. the "Interest Component") may be drawn upon with respect to payment of interest accrued or the portion of Purchase Price corresponding to interest accrued on the Bonds on or prior to their stated maturity date, effective immediately and expiring on January L 2013 (the "Stated Expiration Date") unless terminated earlier or extended in accordance with the provisions hereof; provided, however. in no event shall the stated Expiration Date extend beyond December 1, All drawings under this Letter of Credit shall be paid with our own funds. This Letter of Credit is being issued as an Alternative Letter of Credit in accordance with the Indenture. Drafts drawn under tmd in compliance with the terms of this Letter of Credit l11u~t be presented to us before the closc of business on the Stated Expiration Date: provided. however. that this Lettcr of Credit shall be automatically renewed without amendment for successive one (l) year periods from the Stated Expiration Date and each sliccessive expiration date thereafter (each an "Expiration Date") to a final Expiration Date of December 1, 2036, unless at least sixty (60) days prior to the applicable Expiration Date we shall notify the Trustee hy certified mail, return receipt requested or courier mail. that we are not renewing this Letter of Credit for any additional period. Proud MemiJer of the... ~ Farm Credit System -..

2 Subject to the foregoing and the further provisions of this Lelter of Credit, a demand for payment may be made by you by presentation to us at 5500 S. Quebec SL Greenwood Village, CO 80lll, Attention: Trade Services, of your sight draft drawn under this Letter of Credit and bearing on its face the clause "Drawn under CoBank, ACB Irrevocable Letter of Credit No ", accompanied by your drawing certificate: (a) in the form of Annex A attached hereto (an "A Drawing"), if the drawing is made with respect to the payment of principal of the Bonds upon the acceleration, redemption, purcha<;e in lieu of redemption pursuant to Section 3.1 (1) of the Indenture or stated maturity thereof: (b) in the form of Annex B attached hereto (a "B Drawing"), if the drawing is made with respect to the payment of interest on the Bonds on or prior to their stated maturity date: (c) in the form of Annex C attached hereto (a "Tender Drawing"), if the drawing is made with respect to the payment of the portion of the Purchase Price of Bonds tendered or deemed tendered for purchase pursuant to Section 4.1 or Section 4.2 of the Indenture equal to the principal amount of such Bonds: and (d) in the form of Annex D attached hereto (a "D Drawing"), if the drawing is made with respect to the payment of the portion of the Purchase Price of Bonds tendered or deemed tendered for purchase pursuant to Section 4.1 or Section 4.2 of the Indenture equal to the amount of accrued and unpaid interest on such Bonds. Any draws may be made by facsimile to (303) , and shall be promptly fonowed by an original executed draft and certificate to our offices (such draft and certificate shall provide the date when its facsimile copy was sent to us). Such certificates, which form an integral part of this Letter of Credit, l>hall have all blanks appropriately filled in and shall be signed by one of your purported Vice Presidents, Assistant Vice Presidents. Trust Ot'ficers or Assistant Trust Officers (each an "Authorized Officer"), and such sight drafts and certificates shall be either in the form of a leller on your letterhead or a communication by telecopy, tested telex or authenticated SWIFT delivered to us. Any tested telex or authenticated swn"t pursuant to which a drawing is made hereunder shall constitute an operative drawing instrument and need not be confirmed in wliting. In the event of a drawing being made by tclecopy, you and the Company agree that we arc authorized to act on such tdecopy without the need or obligation to secure the original thereof. Demand for payment may be made by you under this Letter of Credit prior to the Expiration Date at any time prior to 5:()O p.m., New York timc. at our address set forth above on any Business Day. As used herein. "Busincss Day" means any day on which payments can be effected on the Fedwire system, other than (a) a Saturday or Sunday. (b) a day on which banking institutions in (i) the Principal Office of the Trustee is located, or (ii) the city in which any office of CoBank. ACB at which action is to be taken to realize moneys under this Letter of Credit is located. are authorized or required by law to close or (c) a day on which the New York Stock Exchange is closed. If demand for payment is made by you hereunder on a Business Day on or prior to 5:()O p.m., New York time, and provided that such demand for payment and the documents presented in connection therewith conform to the terms and conditions hereof, payment shall be made to you of the amount demanded, in immediately available funds. not later than 12:00 noon, New York time, on the next succeeding Business Day. In addition. if a

3 demand for payment is made by you hereunder pursuant to a "Tender Drawing" or a "D Drawing" by 12:00 noon, New York time. on a Business Day, and provided that such demand for payment and the documents presented in connection therewith conform to the terms and conditions hereof. payment shall be made to you of the amolmt demanded. in immediately available funds, not later than 2:00 p.m., New York time. on the same Business Day. Demands for payment hereunder honored by us shah not, in the aggregate, exceed the Staled Amount, as the Stated Amount may have been reinstated by us as provided in the next paragraph. Subject to the preceding sentence. each "A Drawing" and each "Tender Drawing" honored by us hereunder shall pro tanto reduce the Principal Component. and each "B Drawing" and each "D Drawing" honored by us hereunder shall pro tanto reduce the Interest Component, and any such reduction shall result in a corresponding reduction in the Stated Amount. it being understood (subject to the provisions contained in the next succeeding paragraph) that after the effectiveness of any such reduction you shall no longer have any right to make a drawing hereunder in respect of the amount of such piincipaj and/or interest on the Bonds or the payment of Purchase Price corre~ponding thereto. Upon the payment to us of the proceeds of any remarketing of any Pledged Bond!> (as defined in the Indenture) and the release by us or on our behalf of such Pledged Bonds, the Principal Component shall be reinstated automatically by the piincipal amount of liuch Pledged Bonds so released. In addition, (a) if you shall not have received. within ten (10) days after any payment in respect of a "B Drawing", written notice from us that the amount of such ;'B Drawing" shall not be reinstated. then the Interest Component shall be reinstated automatically. a!> of the close of business on such tenth day. to an amount equal to 106 days' interest at the rate of 8% per annum on the amount of Outlltanding Bonds of such drawing and (b) upon the release by us or on our behalf of any Pledged Bonds, the Interest Component shall be reinstated automatically hy the amounl of a "D Drawing" made to pay the portion of the Purchase Plice coitcsponding to inlcre!o.t on such Pledged Bonds so released: provided, however. that in no event shall the Inlerest Component be reinstated to an amount in excess of 106 day~' interest (computed at a rate of ~% per annum and using a 365-day year) on the aggregate principal amount of Bonds then Outstanding (as defined in the Indenture). Upon the earliest of (i) the honoring by us of the final drawing available to be made hereunder, (ii) receipt hy us of a certific.ate signed by an Authorized Officer and a duly authorized officer of the Company stating that: h(a) the conditions precedent to the acceptance of an Alternate Credit Facility (as defined in the Indenture) have been satisfied. (b) the Trustee has accepted the Alternatc Credit Facility and (c) on the effective date of the Alternate Credit Facility. and after receipt by CoBank, ACB. Irrevocahle Lettcr of Credit No shall terminate", (iii) receipt by us of a certificate signed by an AuthOlized Officer stating that no Bonds remain Outstanding, (iv) receipl by us of a certificate from the Trustee stating that the Fixed Rate Adjustment Date (as defined in the Indenture) has occurred, and (v) the Expiration Date, this Letter of Credit shall automatically terminate and be delivercd to us for cancellation. This Letter of Credit sets forth in full the terms of our undertaking, and this undertaking shall not in any way he moditied, amended, amplified or limited by referencc to any document. inst1ume11l or agreement refen'ed to herein or in which this Letter of Credit is referred to or to which this Letter of Credit relates. and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement. This Leuer of Credit is transferable in its entirety to any transferee that has succeeded you as trustee under the Indenture, and may he successively transferred. Transfer of this Letter of Credit to such

4 transferee shall be effected by the pre~entat ion to us of this Credit accompanied by a comple ted and signed certificate in the form of A[)nex E attached hereto. Upon such presentation. we shall endorse the tramfer on this Letter of Credit and such transfer shall become e l ective upon deli very of this Leller of Credit by us to such transferee. Only you or a transferee which became ~ uch in accordance wit h the prov i s ion ~ of the immediately preceding paragraph (a "proper transferee") may make drawings under this Letter of Credit. Upon the payment to you or a proper transferee or your or a proper transferee's account of the amount speci tied in a sight draft drawn and accompanying drawing certificate delivered hereunder. we shall be fujly discharged on our obligation under this Letter of Credit with respect to such draft and drawing certificate. and we shall not thereafter be obligated to make any further payments under this Letter of Credit in respect of such draft or drawing certificate to you. a proper transferee or any other person who may have made to you or a proper transferee or who makes to you or a proper transferee a demand for payment of principal or Purchase Price of or interest on any Bond. This Letter of Credit shall be governed by the International Standhy Practices 1998 (ISP-98). published by the International Chamber of Commerce, to the extent not inconsistent with the express tcrm~ and conditions hereof, and. as (0 the matters not covered thereby, by the laws of the State of Colorado. including without limitation the Uniform Commercial Code as in effect in liuch Stale. Communication!. wi th respect to this Letter of Credit shall be in writing and be addressed to us at 5500 S. Quebec St.. Greenwood Village. CO 80 Ill. Attn: Trade Services. specifically referring to he number of this Letter of Credit. Very truly yours. COBANK,ACB UndaJ.Law Director, Trade Services and UC Operations

5 TR USTEE'S DRAWING CERTIFICATE ANNEX A TO LETTER OF CREDIT NO. CoBank.ACB 5S00 S. Quebec SI. Greenwood Village. CO SO] 11 Atln: Trade Services Wells Fargo Bank. National Association (the "Trustee") hereby certifies to CoBank. ACB (the "Bank"). with reference to the Bank's Irrevocable Letter of Credit No. (the "Letter of Credit": capitalized terms used herein and not otherwise detined herein shall have the respective meanings given to such terms in the Letter of Credit) that: 1. The Trustee is the Trustee under the Indenture. 2. The Trustee is making a demand for payment under the Letter of Credit ot the sum of $ to be used for the payment of principal of the Bonds which has. or within one Business Day will. become due and payable. 3. The amount of this demand for payment does not include any amount that wil l he used in respect. of the payment of any Pledged Bonds. in effect. 4. The amount hereby demanded does not exceed the Principal Component as now 5. Upon receipt by the Trustee of (he amount demanded hereby, (a) the Trustee will apply the same as provided in the Indenture, (h) no portion of such amount shall be applied by the Trustee for any olher purpose and (c) no portion of snch amount shall be commingled with other funds held hy the Trw,tee. IN WITNESS WHEREOF, the Truste has executed and delivered this Certificate as of the day of [monthj. [year]. WELLS FARGO BANK, NATIONAL ASSOCIATION. as Trustee By:

6 TRUSTEE'S DRAWING CERTIFICATE ANNEX B TO LETTER OF CREDIT NO. CoBank. ACB 5500 S. Quebec Sl. Greenwood Village. CO 801 J 1 Attn: Trade Services Well~ Fargo Bank. National Association (the "Trustee") hereby certifies to CoBank. ACB (the "Bank"), with reference to the Bank's In'evocable Letter of Credit No. (the "Letter of Credit": capitalized terms used herein and not otherwise de fined herein shall have the respective meanings given to such terms in the Letter of Credit) that: 1. The Trustee is the Trustee under the Indenture. 2. The Trustee is making a demand for payment under the Letter of Credit of the sum of $ to be used for the payment of interest on the Bonds which has. or wi thin one Business Day will become. due and payable. 3. The amount of this demand for payment does not include any amount that will be llsed in respect of the payment of any Pledged Bonds. effecl. 4. The amount hereby demanded does not exceed the Interest Component as now in 5. Upon receipt by the Trustee of the amount demanded hereby. (a) the Trustee will apply the same as provided in the Indenture, (h) no portion of such amount shall be applied by the Trustee for any other purpose and (c) no portion of snch amount shall be commingled with other funds held by the Trustee. IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of the day of [month], [yearj. WELLS FARGO BANK. NATIONAL ASSOCIATION. ao; Tru~tee By:

7 TRUSTEE'S DRAWING CERTIFICATE ANNEX C TO leiter OF CREDIT NO. CoBank. ACB 5500 S. Quebec St. Greenwood Village. CO Attn: Trade Services Wells Fargo Bank, National Association (the "Trustee") hereby certifies to CoBank. ACB (the "Bank"). with reference to the Bank's Irrevocable Letter of Credit No. (the "Letter of Credit": capitaliled tenns used herein and not otherwise det1ned herein shall have the respective meanings given to such terms in the Letter of Credit) that: 1. The Trustee is the Trustee under the Indenture. 2. The Trustee is making a demand for payment under the Letter of Credit of the sum of $. to be applied to the payment of the portion of the Purchase Price of Bonds tendered or deemcd tendered for purchase pursuant to Section lspecify 4. J OR 4.2. AS APPLICABLE] of the Indenture equal to the principal amount thereof. 3. TIle amount of this demand for payment does not include any amount that will be used in respect of the purchase of any Pledged Bonds. in effect. 4. The amount hereby demanded does not exceed the Principal Component as now 5. Upon receipt by the Trustee of the amount demanded hereby. (a) the Trustee will apply the same as provided in the Indenture, (b) no portion of such amount shall be applied by the Trustee for any other purpose and (c) no portion of such amount shall be commingled with other funds held by the Trustee. 6. The Trustee (a) is in possession of Bonds (or will he in possession of Bonds on the Tender Date) with an aggregate principal amount outstanding equal to the principal portion of the purchase price of such Bonds and. unless the Bank has notified the Trustee in writing that it has been reimbursed in full for the amount of this Rcmarketing Drawing, the Trustee will deliver or causc to be delivered to the Bank. or to its designated agent, within three (3) Business Days aftcr the date of this Certificate. a principal amount of!o.uch Bonds. registered in the name of the Company as pledgor and the Bank or an affiliate of the Bank as pledgee, equal to the amount of the draft accompanying this Certil1cate representing the principal portion of the purchase price of such Bonds for which the Bank has not been reimhursed on the date of such Remarketing Drawing; (b) acknowledges the pledge by the Company to the Bank of the Bonds tn be delivered pursuant to subparagraph (a); (c) agrees that in the event that the Bonds described in subpan (a) of this paragraph arc not isl>ued in certificated form, the Trustee has caused, or will cause, the Bank to be shown as the Beneficial Owner of such Bonds on the records of The Depository Trust Company. or other Security Depository (or its successor appointed as provided in the

8 Indenture): and (d) agrees that all payments of principal and interest made on such Bonds shall be made to the Bank, so long as such party is the pledgee of such Bonds. IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of the day of r month], [yem'). WELLS FARGO BANK. NATIONAL ASSOCIATION. as Trustee By:

9 TRUSTEE'S DRAWING CERTn~ICATE ANNEX D TO LETTER OF CREDO' NO. CoBank. ACB 5500 S. Queocc St. Greenwood Village, CO 80 III Attn: Trade Services Wells Fargo Bank, National Association (the "Trustee") hereby certifies to eobank. ACB (the "Bank"). with reference to the Bank's Irrevocable Letter of Credit No. (the "Letter of Credit": capitalized terms used herein and nor otherwise detlned herein shall have the respective meanings given to such terms in (he Letter of Credit) that: 1. The Trustee is the Trustee under the Indenture. 2. The Trustee is making a demand for payment under the Lelter of Credit of the sum of $, to be applied to the payment of the PW'chase Price of Bonds tendered or deemed tendered for purchase pursuant to Section I SPECU;Y 4.1 OR 4.2. AS APPLICABLE] of the Indenture equal to thc amount of accrued and unpaid interest on such Bonds to the date of purchase thereof. 3. The amount of this demand for payment docs not include any amount that will be used in respect of the purchase of any Pledged Bonds. effect. 4. The amount hereby demanded docs not exceed the Interest Component as now in 5. Upon receipt by the Trustee of the amount demanded hereby. (a) (he Trustee will apply the same as provided in the Indenture. (b) no portion of such amount shall be applied by the Trustee for any other purpo~e and (c) no portion of such amount ~ha ll be commingled with olher funds held by the Trw,tee. IN WITNESS WHER1~OF. the Tru~te e has executed and delivered this Certi ficate as of the day of [monthl, {year J. WELLS FARGO BANK. NATIONAL ASSOCIATION. as Trustee By: Tille:

10 ANNEX E TO LETTER OF CREDIT NO. TRANSFER REQUEST [Datel CoBank, ACB 5500 S. Quebec St. Greenwood Village. CO ~O 111 Attn: Trade Servkell Re: CoBank, ACB Irrevocable Letter of Credit No. (the "Leller of Credit") For value received, the undersigned beneficiary hereby irrevocably transfers to (the "Transferee"). located at [address], all rights of the undersigned beneficiary to draw under the Letter of Credit. The undersigned represents and wanants to you that, to the best of ib knowledge, the Transferee is the duly appointed successor Trustee under the indenture (as defined in the Letter of Credit). By this transfer, all rights of the undersigned beneficiary in such Letter of Credit are transferred to the Transferee and the Transferee shall have the sole rights as beneficiary of the Letter of Credit. All future amendments are to be advised directly to the Transferee without necessity of any consent of or notice to the undersigned beneficiary. The Leller of Credit is returned herewith. and we a<;k you either to reissue the Letter of Credit in the name of the Transferee or to endorse the transfer on the reverse thereof, and forward it directly to the Transferee with your customary notice of transfer. The above signature is guaranteed and is in conformity to that on file with us as to the signer's authority to execute this Transfer Request IAUTHENTICATING BANKJ Very truly yours. [TRUSTEE1) By: By: ) Trustee should be the Trustee as of the time of the relevant Transfer Request.

11 TRANSFER REQUEST ANNEX E TO LETTER OF CREorr NO. CoBank, ACB 5500 S. Quebec St. Greenwood Village, CO Attn: Trade Services [Date] Re: CoBank, ACB Irrevocahle Letter of Credit No. (the "Letter of Credit") For value received, the undersigned beneficiary hereby irrevocably transfers to (the "Transferee"), located at [address], all rights of the undersigned beneficiary to draw under the Leiter of Credit. The undersigned represents and warrants to you that, to the best of its knowledge, the Transferee is the duly appointed successor Trustee under the Indenture (as defined in the Letter of Credit). By this transfer. all rights of the undersigned beneficiary in such Letter of Credit are transferred to the Transferee and the Transferee shall have the sole rights as benetlciary of the Letter of Credit. All future amendments are to be advised directly to the Transferee without necessity of any consent of or notice to the undersigned beneficiary. The Letter of Credit is returned herewith. and we ask you either to reissue the Letter of Credit in the name of the Transferee or to endorse the transfer on the reverse thereof. and forward it directly to the Transferee with your customary notice of transfer. The above signature is guaranteed and is in conformity to that on file with us as to the signer'!. authority to execute this Transfer Request [AUTHENTICATING BANK] By: Titk: Very truly yours. [TRUSTEE]I By: 1 Trustee should he the Trustee as of the time of the relevant Tran!-.fer Reque!.!.