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<br />RESOLUTION APPROVING THE ISSUANCE OF <br />SOLID WASTE DISPOSAL REVENUE BONDS <br />(THARALDSON ETHANOL PLANT I, L.L.C. PROJECT) <br />SERIES 2007 <br /> <br />BE IT RESOLVED by the Board of County Commissioners ofCass County, North Dakota, <br />as follows: <br /> <br />RECITALS: <br /> <br />I. Cass County, North Dakota (the "County") is authorized pursuant to Chapter 40-57 <br />of the North Dakota Century Code (the "Act") to issue its revenue bonds for the purpose of <br />providing financing for the construction, acquisition and installation of equipment and buildings to <br />be used in connection with processing agricultural products, abatement or control of environmental <br />pollution and functionally related facilities. <br /> <br />2. Tharaldson Ethanol Plant I, L.L.C., a North Dakota limited liability company (the <br />"Company"), has applied to the County to issue and sell its revenue bonds pursuant to the Act for <br />the purpose of providing financing for equipment and fixtures to be used in connection with solid <br />waste disposal and functionally related facilities in connection with an ethanol plant located west of <br />Casselton, North Dakota (the "Project"). <br /> <br />3. The County Commission has, on June 4, 2007, held a public hearing regarding the <br />issuance of revenue bonds to finance the Project, following duly published notice thereof, and all <br />persons desiring to be heard were heard. <br /> <br />4. The Governor of the State of North Dakota has allocated $58,000,000 of the State's <br />authority to issue private activity bonds to the County for the Project. <br /> <br />5. Drafts of the following documents have been submitted to the County Commission <br />and are on file with the County Auditor: <br /> <br />( a) Loan Agreement dated as of November 1, 2007 between the County and the Company <br />(the "Loan Agreement"); <br /> <br />(b) Indenture of Trust dated as of November 1, 2007 (the "Indenture"), between the <br />County and U.S. Bank National Association, as trustee (the "Trustee"); <br /> <br />(c) Bond Purchase Agreement among the County, the Company and Dougherty & <br />Company LLC (the "Bond Purchase Agreement"). <br /> <br />- 1 - <br />