CREDIT AGREEMENT

Exhibit 10.2

CREDIT AGREEMENT

by and among

US BIO ORD, LLC,

and

AGSTAR FINANCIAL SERVICES, PCA,
as Administrative Agent,

and

the Banks named herein,

dated
as of
February 7, 2007

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND ACCOUNTING MATTERS
Section 1.01 Certain Defined Terms			1
Section 1.02 Accounting Matters			17
Section 1.03 Construction			17
ARTICLE II AMOUNTS AND TERMS OF THE LOANS
Section 2.01 The Loans			17
Section 2.02 Construction Loan			18
Section 2.03 Conversion of Construction Loan Into Term Loan			23
Section 2.04 Conversion of Construction Loan Into Term Revolving Loan			25
Section 2.05 Revolving Line of Credit Loan			28
Section 2.06 Swingline Loan			31
Section 2.07 Evidence of Debt			33
Section 2.08 Letters of Credit			34
Section 2.09 Obligations Several			36
Section 2.10 Non-Receipt of Funds by the Agent			36
Section 2.11 Adjustments to Interest Rate			36
Section 2.12 Changes in Law Rendering Certain LIBOR Rate Loans Unlawful			37
Section 2.13 Payments and Computations			37
Section 2.14 Default Interest			39
Section 2.15 Late Charge			40
Section 2.16 Prepayment of Loans			40
Section 2.17 Withholding Taxes			40
Section 2.18 Withholding Tax Exemption			41
Section 2.19 Maximum Amount Limitation			42
Section 2.20 Banks Records			42
Section 2.21 Funding of Advances			42
Section 2.22 Participation Obligations Absolute; Failure to Fund Participation			42
Section 2.23 Farm Credit System Entity Equity Interests			43
Section 2.24 Compensation			43
Section 2.25 Excess Cash Flow			44
Section 2.26 Administrative Fee			44
Section 2.27 Commitment Fee			45
Section 2.28 Mitigation Obligations; Replacement of Banks			45
Section 2.29 Reserves on LIBOR Rate Loans			46
Section 2.30 Debt Service Reserve Account			46
Section 2.31 Commitment Termination			47
ARTICLE III CONDITIONS PRECEDENT
Section 3.01 Conditions Precedent to Funding			47
Section 3.02 Conditions Precedent to All Advances			50
ARTICLE IV REPRESENTATIONS AND WARRANTIES
Section 4.01 Representations and Warranties of the Borrower			51

		Page
ARTICLE V COVENANTS OF THE BORROWER
Section 5.01 Affirmative Covenants			54
Section 5.02 Negative Covenants			63
ARTICLE VI EVENTS OF DEFAULT AND REMEDIES
Section 6.01 Events of Default			69
Section 6.02 Remedies			71
Section 6.03 Remedies Cumulative			73
ARTICLE VII THE AGENT
Section 7.01 Authorization and Action			73
Section 7.02 Duties and Powers of Agent			73
Section 7.03 Obligations of Agent			74
Section 7.04 Agent and Affiliates			74
Section 7.05 Bank Credit Decision			74
Section 7.06 Indemnification			75
Section 7.07 Successor Agent			75
Section 7.08 Exchange of Information			75
Section 7.09 Benefit of the Banks Only			75
Section 7.10 Authorized Actions			75
ARTICLE VIII MISCELLANEOUS
Section 8.01 Amendments, etc.			76
Section 8.02 Notices, etc.			76
Section 8.03 No Waiver; Remedies			77
Section 8.04 Costs, Expenses and Taxes			77
Section 8.05 Right of Set-off			78
Section 8.06 Severability of Provisions			78
Section 8.07 Binding Effect; Successors and Assigns; Participations			78
Section 8.08 Consent to Jurisdiction			80
Section 8.09 Governing Law			80
Section 8.10 Banks’ Obligations Several, Not Joint			80
Section 8.11 Execution in Counterparts			80
Section 8.12 Survival			80
Section 8.13 Entire Agreement			80
Section 8.14 Waiver of Borrower Rights			80
Section 8.15 Waiver of Jury Trial			81
Section 8.16 Confidentiality			81

LIST OF SCHEDULES AND EXHIBITS

Schedule 2.01		Commitments
Schedule 2.23		Farm Credit System Entities
Schedule 3.01(c)		Real Property
Schedule 4.01(a)		Description of Certain Transactions Related to the Borrower’s Membership Interests (Units)
Schedule 4.01(f)		Description of Certain Threatened Actions, etc.
Schedule 4.01(k)		Location of Inventory and Farm Products; Third Parties in Possession; Crops
Schedule 4.01(l)		Office Locations; Fictitious Names, etc.
Schedule 4.01(p)		Intellectual Property
Schedule 4.01(t)		Environmental Compliance
Schedule 5.02(a)		Description of Certain Liens, Lease Obligations, etc.
Schedule 5.02(k)		Transactions with Affiliates
Exhibit A		Borrowing Base Certificate
Exhibit B		Certificate of Substantial Completion
Exhibit C		Certified Construction Statement
Exhibit D		Compliance Certificate
Exhibit E		Form of Construction Note
Exhibit F		Project Sources and Uses Statement
Exhibit G		Form of Revolving Line of Credit Note
Exhibit H		Form of Term Revolving Note
Exhibit I		Form of Letter of Credit
Exhibit J		[Reserved]
Exhibit K		Form of Bank Supplement

CREDIT AGREEMENT

     THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of February 7, 2007, by and among US BIO ORD, LLC, a Nebraska limited liability company (“Borrower”), AGSTAR FINANCIAL SERVICES, PCA (“AgStar”), the commercial, banking or financial institutions whose signatures appear on the signature pages hereof or which hereafter become parties hereto pursuant to Section 8.07 (AgStar and such commercial, banking or financial institutions are sometimes hereinafter collectively the “Banks” and individually a “Bank”), and AGSTAR FINANCIAL SERVICES, PCA as Administrative Agent (the “Agent”) for itself and the other Banks.

RECITALS

     A. The Borrower has requested that the Banks extend to it various credit facilities for the purposes of acquiring, constructing, equipping, furnishing and operating an ethanol production facility to be located in Valley County, Nebraska (the “Project”).

     B. The Banks have agreed to make such loans to the Borrower pursuant to the terms of this Agreement.

AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing, intending to be legally bound hereby, and in consideration of the Banks making one or more loans to the Borrower, the Agent, the Banks, and the Borrower agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING MATTERS

     Section 1.01. Certain Defined Terms. All capitalized terms used in this Agreement shall have the following meanings. Terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code as in effect in the State of Minnesota, as amended from time to time (the “UCC”). All references to dollar amounts shall mean amounts in lawful money of the United States of America. The terms “include”, “including” and similar terms are to be construed as if followed by the phrase “without limitation”.

“Accounts” means all of the Borrower’s accounts, as such term is defined in the UCC, including, the aggregate unpaid obligations of customers and other account debtors to the Borrower arising out of the sale or lease of goods or rendition of services by the Borrower on an open account or deferred payment basis.

“Adjustment Date” has the meaning specified in Section 2.02(c).

“Advances” means the Loans or Letters of Credit provided to the Borrower pursuant to this Agreement.

“Affiliate” means, as to any Person, any other Person: (a) that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such Person, or (b) that directly or indirectly beneficially owns or holds ten percent (10%) or more of any class of voting stock or membership interests (units) having ordinary voting power for the election of directors (or persons performing similar functions) of such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause direction of

the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise; provided, however, in no event shall the Banks or any Bank be deemed an Affiliate of the Borrower or any of its Subsidiaries.

“Affiliated Borrower” means any of US Bio Platte Valley, LLC, US Bio Janesville, LLC, US Bio Hankinson, LLC, US Bio Dyersville, LLC, US Bio Albert City, LLC or US Bio Woodbury, LLC.

“Agent” means AgStar in its capacity as Agent under any of the Loan Documents, or any successor Agent appointed pursuant to Section 7.07.

“Agreement” means this Agreement, as amended, restated, supplemented or otherwise modified from time to time, together with all exhibits and schedules attached hereto or made a part hereof.

“Allowed Distributions” has the meaning specified in Section 5.02(b).

“Amortization Date” has the meaning specified in Section 2.03(e).

“Availability Date” means the date on which all conditions precedent to the initial Advance under the Term Revolving Loan or under the Revolving Line of Credit Loan, as the case may be, are satisfied.

“Banks” has the meaning specified in the preamble and shall include the Swingline Bank and the Issuer.

“Bank Supplement” has the meaning specified in Section 8.07(b).

“Borrower” has the meaning set forth in the preamble.

“Borrower’s Equity” means funds equal to forty percent (40%) of Project Costs.

“Borrowing Base” means, at any time, the lesser of: (i) Ten Million and No/100 Dollars ($10,000,000.00), or (ii) the sum of: (A) seventy-five percent (75%) of the Borrower’s Eligible Accounts Receivable, plus (B) seventy-five percent (75%) of the Borrower’s Eligible Inventory.

“Borrowing Base Certificate” means a certificate, substantially in the form of Exhibit A attached hereto, properly completed and duly executed by an authorized Senior Officer of the Borrower.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of the State of Minnesota, or are required to be closed in the State of Minnesota, and, if such day relates to any LIBOR Rate Loan, means any such day on which dealings in dollar deposits are conducted by and between banks in the applicable offshore dollar interbank market.

“Capital Expenditures” means, for any period, the sum of all amounts that would, in accordance with GAAP, be included as additions to property, plant and equipment on a statement of cash flows for the Borrower during such period, with respect to: (a) the acquisition, construction, improvement, replacement or betterment of land, buildings, machinery, equipment or of any other

fixed assets or leaseholds, or (b) other capital expenditures and other uses recorded as capital expenditures having substantially the same effect.

“Certificate of Substantial Completion” means a Certificate of Substantial Completion, substantially in the form of Exhibit B hereto or otherwise in form and substance reasonably acceptable to the Agent, executed by the General Contractor and acknowledged by the Borrower and the Inspecting Engineer, certifying the date of Substantial Completion of the Work (as defined in the Design Agreement) under the Design Agreement.

“Certified Construction Statement” means a Certified Construction Statement, substantially in the form of Exhibit C hereto, or otherwise in form and substance reasonably acceptable to the Agent, certified by the Borrower and acknowledged by the General Contractor.

“Closing Date” means February 7, 2007.

“City Litigation” means that certain case currently pending in the District Court, Valley County, Nebraska, as Case # 06-18.

“Code” means the Internal Revenue Code, as amended, and the regulations and published interpretations thereunder.

“Collateral” means and includes all property and assets granted as collateral security for the Loans or other indebtedness under the Loan Documents, in favor of the Agent and/or the Banks, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future.

“Commitments” means the respective amounts committed to the Borrower by the Banks under this Agreement, including the Construction Loan Commitment, the Term Loan Commitment, the Term Revolving Loan Commitment, the Revolving Line of Credit Commitment and the Swingline Commitment.

“Compliance Certificate” means a certificate, substantially in the form of Exhibit D hereto, of the Treasurer or other Senior Officer of the Borrower, setting forth the calculations of current financial covenants set forth in Section 5.01, and: (a) stating the Financial Statements fairly present in all material respects the financial condition of the Borrower in accordance with GAAP (subject to year end adjustments and the absence of footnotes with respect to unaudited interim Financial Statements) and, other than the unaudited interim Financial Statements, have been prepared in accordance with GAAP, and (b) stating whether they have knowledge of the existence of any Event of Default as of the date of the Compliance Certificate, and if so, stating in reasonable detail the facts with respect thereto.

“Construction Advance” means any Advance for the payment of Project Costs made pursuant to Section 2.02.

“Construction Contracts” means any and all material written contracts between the Borrower and any Contractor relating in any way to the construction of the Project, including the performing of labor or the furnishing of standard or specially fabricated materials in connection therewith.

“Construction Documents” has the meaning specified in the Design Agreement.

“Construction Letters of Credit” has the meaning specified in Section 2.02(e).

“Construction Letter of Credit Liabilities” means, at any time, the aggregate maximum amount available to be drawn under all outstanding Construction Letters of Credit (in each case, determined without regard to whether any conditions to drawing could then be met) and all unreimbursed drawings under all Construction Letters of Credit.

“Construction Letter of Credit Usage” means, as of any date of determination, the sum of (i) the maximum aggregate amount which is available for drawing under all Construction Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under Construction Letters of Credit honored by the Issuer and not theretofore reimbursed by or on behalf of the Borrower.

“Construction Loan” means the loan from the Banks to the Borrower in an amount not to exceed Forty-six Million Five Hundred Thousand and No/100 Dollars ($46,500,000.00), pursuant to the terms and conditions of this Agreement.

“Construction Loan Commitment” means, with respect to any Bank, the amount set forth as the “Construction Loan Commitment” of such Bank opposite such Bank’s name on: (a) Schedule 2.01 hereto or (b) after the execution of a Bank Supplement, the signature page of the then most recent Bank Supplement to which such Bank is a party, as amended from time to time.

“Construction Loan Exposure” means, with respect to any Bank as of any date of determination, (i) prior to the termination of the Construction Loan Commitments, such Bank’s Construction Loan Commitment and (ii) after the termination of the Construction Loan Commitments, the sum of (a) the aggregate outstanding principal amount of the Construction Loans of such Bank, (b) in the case of the Issuer, the aggregate Construction Letter of Credit Usage in respect of all Construction Letters of Credit issued by such Bank (net of any participations by Banks in such Construction Letters of Credit) and (c) the aggregate amount of all participations held by such Bank in any outstanding Construction Letters of Credit or any unreimbursed drawing under any Construction Letter of Credit.

“Construction Note” means a promissory note, substantially in the form of Exhibit E hereto, executed by the Borrower pursuant to the terms and conditions of this Agreement.

“Contractor” means and includes any Person, including the General Contractor, engaged to work on or to furnish labor, materials or supplies for the Project.

“Conversion Date” means 120 days after the date of Substantial Completion certified by the General Contractor in the Certificate of Substantial Completion.

“County Litigation” means that certain case currently pending in the District Court, Valley County, Nebraska, as Case # 05-47.

“Current Portion of Long Term Debt” means that portion of Funded Debt payable within one year from the date of such determination, determined in accordance with GAAP.

“Debt” means without duplication: (a) indebtedness for borrowed money or for the deferred purchase price of property or services (other than trade payables or accrued liabilities incurred in the ordinary course of business), (b) obligations as lessee under leases which shall have been or

should be, in accordance with GAAP, recorded as capital leases, (c) obligations under guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clause (a) or (b) above or (d) below, and (d) the undrawn amount of letters of credit issued for the Borrower and all unpaid reimbursement obligations hereunder.

“Debt Service Reserve Account” means that certain Account maintained by the Borrower for the benefit of the Agent, for the purpose set forth in Section 2.30.

“Deed of Trust” means that certain Construction Security Agreement/Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing of even date herewith, executed by the Borrower in favor of the Agent, for the benefit of the Banks, which creates a Lien on the Real Property, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Default” shall mean any event, fact, circumstance or condition that, after any requirement for the giving of applicable notice or passage of time or both has been satisfied, would constitute, be or result in an Event of Default.

“Defaulting Bank” means any Bank that (a) has failed to fund any portion of the Construction Loan or the Revolving Loans, including Letters of Credit, required to be funded by it hereunder within two (2) Business Days of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Agent or any other Bank any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, unless such amount is the subject of a good faith dispute or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

“Default Rate” means the lesser of: (a) the Maximum Rate; or (b) the rate per annum which shall from day-to-day be equal to two percent (2%) in excess of the then applicable rate of interest under this Agreement or the applicable Note, if any.

“Design Agreement” means that certain Lump Sum Design-Build Contract, dated as of January 6, 2006, between the Borrower and the General Contractor, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“DGS” means distillers grains.

“Disbursing Account” means a deposit account designated by the Agent for purposes of making all Advances under the Disbursing Agreement.

“Disbursing Agreement” means the Disbursing Agreement of even date herewith, executed by the Borrower and the Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time .

“Distribution” means any dividend, distribution or similar payment or transfer of property by the Borrower to any member of the Borrower in its capacity as such.

“Draw Request” means a request for an Advance against the Construction Note prior to the Conversion Date, submitted by the Borrower to the Agent, in accordance with the terms and conditions of the Disbursing Agreement.

“EBITDA” means for any period, the total of the following each calculated without duplication for the Borrower for such period: (a) Net Income, plus (b) any provision for (or less any benefit from) Income Taxes included in determining such Net Income, plus (c) Interest Expense deducted in determining such Net Income, plus (d) amortization and depreciation expense deducted in determining such net income all as determined in accordance with GAAP.

“Eligible Accounts Receivable” means all unpaid Accounts, net of any credits, except that the following shall not in any event be deemed Eligible Accounts Receivable:

(a) that portion of Accounts unpaid forty-five (45) days or more after the invoice date;

(b) that portion of Accounts that is disputed or subject to a claim of offset or a contra account;

(c) that portion of Accounts for which goods giving rise to such Account have not yet been shipped or for which rendition of services have not yet been performed, as applicable, by the Borrower to the customer;

(d) Accounts owed by any unit of government, whether foreign or domestic (except Incentive Payments) unless, with respect to Accounts owed by the government of the United States, the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq.), has been complied with to the Agent’s reasonable satisfaction;

(e) Accounts owed by an account debtor located outside the United States unless such Account is backed by a letter of credit or foreign credit insurance reasonably acceptable to the Agent which is in the possession of or has been assigned to the Agent;

(f) Accounts owed by an account debtor that is insolvent, the subject of bankruptcy proceedings or has gone out of business;

(g) Accounts owed by a member, Guarantor, Affiliate, director, officer or employee of the Borrower, other than accounts owed by Provista Renewable Fuels Marketing, LLC, United Bio Energy Ingredients, LLC, or any Affiliated Borrower;

(h) Accounts not subject to a duly perfected Lien in favor of the Agent or which are subject to any Lien in favor of any Person other than the Agent, other than Permitted Liens pursuant to Section 5.02(a)(iv) including any payment or performance bond;

(i) that portion of Accounts that has been restructured, extended, or reduced other than in the ordinary course of business;

(j) that portion of Accounts that constitutes advertising, finance charges, service charges or sales or excise taxes; and

(k) Accounts, or portions thereof, otherwise deemed ineligible by the Agent, in its good faith discretion, exercised in its reasonable business judgment with respect to which

the Agent has provided at least two (2) Business Days prior written notice to the Borrower.

In the event that an Account which was previously an Eligible Account Receivable ceases to be an Eligible Account Receivable hereunder, the Borrower shall exclude such Account from Eligible Accounts Receivable on, and at the time of submission to the Agent of, the next Borrowing Base Certificate.

“Eligible Inventory” means all Inventory held for ultimate sale or lease, or which has been or will be supplied under contracts of service, or which are raw materials, work in process, or materials used or consumed in the Borrower’s business, excluding all of the following Inventory:

(a) covered by documents of title, instruments, or chattel paper when these documents, instruments and paper are not owned and held by the Borrower or are subject to competing Liens;

(b) intended to be sold outside of the ordinary course of business;

(c) consigned, sold or leased to others or held on consignment or lease from others or subject to a bailment;

(d) subject to a competing Lien, other than a Permitted Lien;

(e) paid for in advance with progress payments or any other sums to the Borrower in anticipation of the sale and delivery of Inventory;

(f) that is obsolete or not salable in the ordinary course of business; and

(g) that the Agent, in its good faith discretion, disqualifies as Eligible Inventory, exercised in its reasonable business judgment with respect to which the Agent has provided at least two (2) Business Days prior written notice to the Borrower.

In the event that Inventory which was previously Eligible Inventory ceases to be Eligible Inventory hereunder, the Borrower shall exclude such Inventory from Eligible Inventory on, and at the time of submission to the Agent of, the next Borrowing Base Certificate.

“Environment” means all indoor or outdoor air, surface water, groundwater, surface or subsurface land, including all fish, wildlife, biota and all other natural resources.

“Environmental Laws” means all federal, state, local, and foreign laws and regulations relating to pollution or protection of human health or the Environment, including without limitation, laws relating to Releases or threatened Releases of Hazardous Materials or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, transport or handling of Hazardous Materials.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder.

“Event of Default” has the meaning specified in Section 6.01.

“Excess Cash Flow” means for any period EBITDA for such period, less, for such period, the sum of: (a) voluntary or required payments in respect of Funded Debt, (b) Maintenance Capital Expenditures, (c) Allowed Distributions, (d) Income Taxes paid in cash, (e) Interest Expense paid in cash, and (f) non cash income.

“Excess Cash Flow Payment” has the meaning specified in Section 2.25.

“Excess Distributions” has the meaning specified in Section 5.02(b).

“Extraordinary Items” means items which are material and significantly different from the Borrower’s typical business activities, determined in accordance with GAAP.

“Financial Statements” has the meaning specified in Section 5.01(c).

“Fixed Charge Coverage Ratio” means, as of the last day of any period of twelve consecutive months, the ratio of (i) EBITDA, in each case for such period, divided by (ii) the sum of (the Current Portion of Long Term Debt + Interest Expense + Dividends + Distributions + Tax Distributions + Maintenance Capital Expenditures), in each case for such period.

“Fixed Rate Loan” means that portion of the unpaid principal balance of the Construction Loan that is converted to a Term Loan which shall accrue interest at a fixed rate pursuant to Section 2.03(d).

“Food Security Act” means the Food Security Act of 1985, 7 U.S.C. § 1631, as amended, and the regulations promulgated thereunder.

“Funded Debt” means the principal amount of all Debt of the Borrower having a final maturity of more than one year from the date of origin thereof (or which is renewable or extendible at the option of the obligor for a period or periods more than one year from the date of origin), all determined in accordance with GAAP for the period in question, excluding, however, for purposes of calculating Excess Cash Flow, the principal amount paid under any Term Revolving Note or any other revolving line of credit used by Borrower for working capital purposes if such payment is not accompanied by a permanent reduction in the commitment for such facility.

“GAAP” means generally accepted accounting principles in effect from time to time, and with respect to the calculation of covenants set forth in Sections 5.01(d), (e), (f) and (g), GAAP shall mean generally accepted accounting principles consistent with those applied in the preparation of the Financial Statements referred to in Section 5.01(c) for the Borrower.

“General Contractor” means Fagen, Inc., a Minnesota corporation, and its successors and permitted assigns or such other general contractor selected by the Borrower and reasonably acceptable to the Agent.

“Governmental Authority” means and includes any and all courts, boards, agencies, commissions, or authorities of any nature whatsoever for any governmental unit (federal, state, county, district, municipality, city, or otherwise) in existence at the time of determination.

“Guarantor” means US BioEnergy Corporation, a South Dakota corporation.

“Guaranty” means that certain Continuing Guaranty of even date herewith given by the Guarantor for the benefit of the Banks.

“Hazardous Material” means all petroleum and petroleum products (including crude oil or any fraction thereof), asbestos or asbestos containing materials, and all other materials, chemicals or substances which are regulated by, form the basis of liability under or are defined as hazardous, extremely hazardous, toxic or words of similar import, including materials listed in 49 C.F.R. Section 172.101 and materials regulated under or defined as hazardous pursuant to any of the following: the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300(f) et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act 7 U.S.C. Section 136 et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 et seq.

“Incentive Payments” means any and all federal or state governmental subsidies, payments, transfers or other benefits, whether now or hereafter established, received, or scheduled to be received within thirty (30) days, by the Borrower.

“Income Taxes” means applicable federal, state, local or foreign income tax including any interest, penalty, or addition thereto, whether disputed or not.

“Inspecting Engineer” means BBI International Inc., a Colorado corporation, and its successors and permitted assigns or such other engineer reasonably acceptable to the Agent.

“Intellectual Property” has the meaning specified in Section 4.01(p).

“Interest Expense” means for any period, the total interest expense of the Borrower calculated on a consolidated basis in accordance with GAAP.

“Interest Period” means the period commencing on the first day of each calendar month and shall remain in effect until and including the last day of each calendar month. Notwithstanding the foregoing: (a) each Interest Period which would otherwise end on a day which is not a Business Day shall end on the next succeeding Business Day or if such succeeding Business Day falls in the next succeeding calendar month, on the next preceding Business Day, (b) any Interest Period which would otherwise extend beyond the Maturity Date shall end on the Maturity Date, and (c) no Interest Period shall have a duration of less than one (1) month except the first and last month.

“Inventory” means all of the Borrower’s inventory, as such term is defined in the UCC, whether now owned or hereafter acquired, whether consisting of whole goods, spare parts or components, supplies or materials, whether acquired, held or furnished for sale, for lease or under service contracts or for manufacture or processing, and wherever located.

“Issuer” means (a) AgStar or (b) any successor Issuer pursuant to Section 2.08, in its capacity as the issuer of Letters of Credit hereunder.

“Letter of Credit” means the Construction Letters of Credit and the Revolving Letters of Credit issued by the Issuer pursuant to the terms and conditions of this Agreement.

“Letter of Credit Liabilities” means, at any time, the aggregate maximum amount available to be drawn under all outstanding Letters of Credit (in each case, determined without regard to whether any conditions to drawing could then be met) and all unreimbursed drawings under Letters of Credit.

“LIBOR Rate” (London Interbank Offered Rate) means the rate (rounded upward to the nearest sixteenth) quoted by the British Bankers Association (the “BBA”) at 11:00 A.M. London time two (2) Banking Days (as hereinafter defined) before the commencement of the Interest Period for the offering of U.S. Dollar deposits in the London interbank market for an Interest Period of one month, as published by Bloomberg or another major information vendor listed on BBA’s official website. “Banking Day” shall mean a day on which the Banks are open for business, dealings in U.S. dollar deposits are being carried out in the London interbank market, and banks are open for business in New York City and London, England.

“LIBOR Rate Loan” means any Loan bearing interest at a rate determined by reference to the LIBOR Rate.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, collateral assignment, encumbrance, lien (statutory or other) or other security interest of any kind, or any preference, priority or other security agreement (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“Loan and Carrying Charges” means all commitment fees to the Banks, brokerage fees, standby fees, interest charges, service fees, attorneys’ fees, contractors’ fees, developers’ fees, funding fees, title insurance fees and charges, recording fees, registration taxes, real estate taxes, special assessments, insurance premiums, and utility charges incurred by the Borrower in the construction of the Project and issuance of the Notes, all costs incurred in acquisition of the Real Property and any other costs incurred in the development of the Project.

“Loan Documents” means this Agreement, the Notes, the Guaranty, the Bank Supplements, the Security Agreement, the Deed of Trust, the Issuer’s letter of credit requests and reimbursement agreements, and all other agreements, documents, instruments, and certificates executed by the Borrower delivered to, or in favor of, the Agent or the Banks under this Agreement or in connection herewith or therewith, including all agreements, documents, instruments, and certificates delivered in connection with the extension of Advances by the Banks.

“Loan Obligations” means all obligations, indebtedness, and liabilities of the Borrower to the Agent or the Banks, including the Reimbursement Obligations, arising pursuant to any of the Loan Documents, whether now existing or hereafter arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, including the obligation of the Borrower to repay the Advances, interest on the Advances, and all fees, costs, and expenses (including reasonable attorneys’ fees and expenses) provided for in the Loan Documents.

“Loan/Loans” means and includes the Construction Loan, the Term Loan, the Term Revolving Loan, the Revolving Line of Credit Loan, the Swingline Loan, and any other financial accommodations extended to the Borrower by the Agent or the Banks pursuant to the terms of this Agreement.

“Long Term Debt” means indebtedness that matures more than one year after the date of determination thereof.

“Long Term Marketing Agreement” means any contract, agreement or understanding of the Borrower having a marketing term of one year or more relating to the sale of any raw materials, Inventory, products or by-products of the Borrower, and involving gross sales by the Borrower in excess of One Million and No/100 Dollars ($1,000,000.00) annually.

“Maintenance Capital Expenditures” means all Capital Expenditures made in the ordinary course of business to maintain existing business operations of the Borrower in any fiscal year, determined in accordance GAAP.

“Material Adverse Effect” means : (a) a material adverse effect upon the validity or enforceability of any Loan Document or any material term or condition contained therein; (b) a material and adverse effect on the condition (financial or otherwise), business assets, operations, or property of the Borrower and its Subsidiaries taken as a whole; or (c) material impairment on the ability of the Borrower to perform its obligations under the Loan Documents.

“Material Contract” means (a) any written contract or written agreement of the Borrower or any Subsidiary involving monetary liability of or to any Person in an amount in excess of One Million and No/100 Dollars ($1,000,000.00) per annum, and (b) any other written contract or written agreement of the Borrower or any Subsidiary, the failure to comply with which could reasonably be expected to have a Material Adverse Effect; provided, however, that any contract or agreement which is terminable by a party other than the Borrower or its Subsidiaries without cause upon notice of ninety (90) days or less shall not be considered a Material Contract.

“Maturity Date” means the fifth (5^th) anniversary of the Conversion Date.

“Maximum Excess Cash Flow Payment” has the meaning specified in Section 2.25.

“Maximum Rate” means the maximum nonusurious interest rate, if any, at any time, or from time to time, that may be contracted for, taken, reserved, charged or received under applicable state or federal laws.

“Monthly Payment Date” means the first day of each calendar month.

“Net Income” means net income of the Borrower and its Subsidiaries as determined in accordance with GAAP.

“Net Worth” means, with respect to the Borrower and its Subsidiaries, the excess of total assets over total liabilities except subordinated Debt, total assets and total liabilities each to be determined in accordance with GAAP consistent with those applied in the preparation of the Financial Statements referred to in Section 5.01(c) for the Borrower.

“Note/Notes” means and includes the Construction Note, the Term Revolving Note, the Revolving Line of Credit Note, the Swingline Note, and all other promissory notes executed and delivered to the Agent or the Banks by the Borrower pursuant to the terms of this Agreement, as the same may be amended, restated, supplemented, extended or otherwise modified from time to time.

“Obligations” means the Loan Obligations and/or the Reimbursement Obligations.

“Ordinary Trade Payable Dispute” means trade accounts payable in an aggregate amount not in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) with respect to the Borrower, and with respect to which: (a) there exists a bona fide dispute between the Borrower and the vendor, (b) the Borrower is contesting the same in good faith by appropriate proceedings, and (c) the Borrower has established appropriate reserves on its Financial Statements as required by GAAP.

“Outstanding Credit” means at any time of determination the sum of (a) the aggregate amount of Advances then outstanding (or when calculated with respect to a Bank, the aggregate amount of Advances made by such Bank), plus (b) the aggregate amount of Letter of Credit Liabilities (or when calculated with respect to a Bank, including the Agent as a Bank, such Bank’s participation interest in such Letter of Credit Liabilities), if any.

“Outstanding Construction Advances” means the total Outstanding Credit under Section 2.02.

“Outstanding Revolving Advances” means the total Outstanding Credit under Section 2.05.

“Outstanding Term Revolving Advances” means the total Outstanding Credit under Section 2.04.

“Owner’s Equity” means the Net Worth divided by total assets of the Borrower and its Subsidiaries, measured initially at the end of the first twelve (12) months after the Substantial Completion Date, maintained thereafter, and expressed as a percentage.

“Permitted Liens” has the meaning specified in Section 5.02.

“Person” means any individual, corporation, business trust, association, limited liability company, partnership, joint venture, governmental authority, or other entity.

“Personal Property” means all buildings, structures, equipment, fixtures, improvements, building supplies and materials and other personal property now or hereafter attached to, located in, placed in or necessary to the use of the improvements on the Real Property including all machinery, fixtures, equipment, furnishings, and appliances, as well as all renewals, replacements, additions, and substitutes thereof, and all products and proceeds thereof, and including all accounts, instruments, chattel paper, other rights to payment, money, deposit accounts, insurance proceeds, commodity accounts, investment property and general intangibles of the Borrower, whether now owned or hereafter acquired.

“Project” means any and all buildings, structures, fixtures, and other improvements made to the Real Property, and other uses identified in the Project Sources and Uses Statement as part of the development and construction of an ethanol production facility in Valley County, Nebraska, for which the Loans to the Borrower are being made hereunder.

“Project Costs” means the total of all costs of acquiring the Real Property and developing and constructing the Project as identified in the Project Sources and Uses Statement, together with all Loan and Carrying Charges.

“Project Sources and Uses Statement” means the statement attached hereto as Exhibit F which identifies the sources and uses of monies in a total amount of Seventy-seven Million Five Hundred Thousand and No/100 Dollars ($77,500,000.00) related to the Project.

“Pro Rata Share” means (i) with respect to all payments, computations and other matters relating to the Term Loan of any Bank, the percentage obtained by dividing (a) the Term Loan Exposure of such Bank by (b) the aggregate Term Loan Exposure of all Banks, (ii) with respect to all payments, computations and other matters relating to the Construction Loan Commitment or Construction Loans of any Bank or any Construction Letters of Credit issued or participations purchased therein by any Bank, the percentage obtained by dividing (a) the aggregate Construction Loan Exposure of such Bank by (b) the aggregate Construction Loan Exposure of all Banks, (iii) with respect to all payments, computations and other matters relating to the Term Revolving Loan Commitment or Term Revolving Loans of any Bank, the percentage obtained by dividing (a) the Term Revolving Loan Exposure of such Bank by (b) the aggregate Term Revolving Loan Exposure of all Banks and (iv) with respect to all payments, computations and other matters relating to the Revolving Line of Credit Commitment or Revolving Line of Credit Loans of any Bank or any Letters of Credit issued or participations purchased therein by any Bank or any participations in any Swingline Loans purchased by any Bank, the percentage obtained by dividing (a) the Revolving Line of Credit Exposure of such Bank by (b) the aggregate Revolving Line of Credit Exposure of all Banks. For all other purposes with respect to each Bank, “Pro Rata Share” means the percentage obtained by dividing (a) an amount equal to the sum of the Term Loan Exposure, Construction Loan Exposure, Term Revolving Loan Exposure and Revolving Line of Credit Exposure of such Bank by (b) an amount equal to the sum of the aggregate Term Loan Exposure, Construction Loan Exposure, Term Revolving Loan Exposure and Revolving Line of Credit Exposure.

“Quarterly Payment Date” has the meaning specified in Section 2.02.

“Real Property” means that real property located in Valley County, Nebraska, owned by the Borrower, upon which the Project is to be constructed, and which is described in Schedule 3.01(c) hereto.

“Refunding Advance” means an Advance made pursuant to Section 2.02(p). A Refunding Advance shall be deemed to be a Construction Advance for all purposes of this Agreement except as otherwise provided herein.

“Reimbursement Obligation” means the obligation of the Borrower to reimburse the Issuer for any drawing under a Letter of Credit.

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing of Hazardous Material into the Environment.

“Request for Advance” means any request for a Revolving Advance made pursuant to Section 2.04 or Section 2.05.

“Required Banks” means at any time, Banks having aggregate Total Percentages in excess of fifty percent (50%); provided that the Commitments of, held, or deemed held, by any Defaulting Bank shall be excluded for purposes of making a determination of the Required Banks.

“Required Debt Service Reserve Deposit Amount” has the meaning specified in the Section 2.30.

“Revolving Advances” means the Term Revolving Loan Advances and the Revolving Line of Credit Advances.

“Revolving Commitment” means, with respect to any Bank, the total of such Bank’s Term Revolving Loan Commitment and Revolving Line of Credit Commitment, as amended from time to time pursuant to the terms of this Agreement.

“Revolving Letters of Credit” has the meaning specified in Section 2.05(h).

“Revolving Letter of Credit Liabilities” means, at any time, the aggregate maximum amount available to be drawn under all outstanding Revolving Letters of Credit (in each case, determined without regard to whether any conditions to drawing could then be met) and all unreimbursed drawings under all Revolving Letters of Credit.

“Revolving Letter of Credit Usage” means, as of any date of determination, the sum of (i) the maximum aggregate amount which is available for drawing under all Revolving Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under Revolving Letters of Credit honored by the Issuer and not theretofore reimbursed by or on behalf of the Borrower.

“Revolving Line of Credit Advance” means any Advance made under Section 2.05.

“Revolving Line of Credit Commitment” means, with respect to any Bank, the amount set forth as the “Revolving Commitment” of such Bank opposite such Bank’s name on: (a) Schedule 2.01 hereto, or (b) after the execution of a Bank Supplement, the signature page of the then most recent Bank Supplement to which such Bank is a party, as amended from time to time pursuant to the terms of this Agreement.

“Revolving Line of Credit Exposure” means, with respect to any Bank as of any date of determination, (i) prior to the termination of the Revolving Line of Credit Commitments, such Bank’s Revolving Line of Credit Commitment and (ii) after the termination of the Revolving Line of Credit Commitments, the sum of (a) the aggregate outstanding principal amount of the Revolving Line of Credit Loans of such Bank, (b) in the case of the Issuer, the aggregate Revolving Letter of Credit Usage in respect of all Revolving Letters of Credit issued by such Bank (net of any participations by Banks in such Revolving Letters of Credit), (c) the aggregate amount of all participations held by such Bank in any outstanding Revolving Letters of Credit or any unreimbursed drawing under any Revolving Letter of Credit, (d) in the case of the Swingline Bank, the aggregate outstanding principal amount of all Swingline Loans (net of any participations therein by other Banks) and (e) the aggregate amount of all participations therein by such Bank in any outstanding Swingline Loans.

“Revolving Line of Credit Loan” means the line of credit loan from the Banks to the Borrower in the amount of Ten Million and No/100 Dollars ($10,000,000.00) pursuant Section 2.05.

“Revolving Line of Credit Loan Maturity Date” means the three hundred sixty-fourth (364^th) day after the Conversion Date.

“Revolving Line of Credit Note” means a promissory note substantially in the form of Exhibit G hereto, executed by the Borrower pursuant to the terms and conditions of this Agreement.

“Revolving Line of Credit Termination Date” has the meaning specified in Section 2.05(a).

“Revolving Loans” means the Revolving Line of Credit Loan and the Term Revolving Loan and any other revolving loan provided by the Banks to the Borrower pursuant to this Agreement.

“SARA” means the Superfund Amendment and Reauthorizations Act of 1986, as amended, and all regulations promulgated thereunder.

“Security Agreement” means that certain Security Agreement of even date herewith executed by the Borrower in favor of the Agent for the benefit of the Banks, and includes any agreements which create a Lien on the Collateral, as the same has been and may hereafter be amended, restated, supplemented or otherwise modified from time to time.

“Senior Officer” means any of Borrower’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, or any Vice President.

“Subsidiary,” as to any Person, means any corporation or other entity in which more than 50% of all equity interests is owned directly or indirectly by such Person. Unless otherwise qualified herein, all references to a “Subsidiary” or “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Substantial Completion” has the meaning set forth therefor in the Design Agreement.

“Substantial Completion Date” means the date certified by the General Contractor in the Certificate of Substantial Completion as the date of Substantial Completion of the Work (as defined in the Design Agreement) under the Design Agreement.

“Swingline Advances” means any Advance made under Section 2.06(b).

“Swingline Bank” means AgStar in its capacity under Section 2.06.

“Swingline Commitment” has the meaning specified in Section 2.06(a).

“Swingline Loans” means the loans made to the Borrower pursuant to Section 2.06, in the amount of the Swingline Advances.

“Swingline Maturity” has the meaning specified in Section 2.06(d).

“Tax Distributions” has the meaning specified in Section 5.02(b).

“Term Loan” means any amortizing loan provided by the Banks to the Borrower pursuant to Section 2.03.

“Term Loan Commitment” means, with respect to any Bank, the amount set forth as the “Term Loan Commitment” of such Bank opposite such Bank’s name on: (a) Schedule 2.01 hereto, or (b) after the execution of a Bank Supplement, the signature page of the then most recent Bank Supplement to which such Bank is a party, as amended from time to time.

“Term Loan Exposure” means, with respect to any Bank, as of the date of any determination, the outstanding principal amount of the Term Loans of such Bank, provided that, at any time prior to the making of the Term Loans, the Term Loan Exposure of any Bank shall be equal to such Bank’s Term Loan Commitment.

“Term Revolving Loan” means the loan from the Banks to the Borrower in the amount of Eleven Million Six Hundred Twenty-five Thousand and No/100 Dollars ($11,625,000.00), pursuant Section 2.04.

“Term Revolving Loan Advance” means any Advance made under Section 2.04.

“Term Revolving Loan Commitment” means, with respect to any Bank, the amount set forth as the “Term Revolving Loan Commitment” of such Bank opposite such Bank’s name on: (a) Schedule 2.01 hereto, or (b) after the execution of a Bank Supplement, the signature page of the then most recent Bank Supplement to which such Bank is a party, as amended from time to time pursuant to this Agreement.

“Term Revolving Loan Exposure” means, with respect to any Bank as of any date of determination, (i) prior to the termination of the Term Revolving Loan Commitments, such Bank’s Term Revolving Loan Commitment and (ii) after the termination of the Term Revolving Loan Commitments, the aggregate outstanding principal amount of the Term Revolving Loans of such Bank.

“Term Revolving Loan Termination Date” has the meaning specified in Section 2.04(a).

“Term Revolving Note” means a promissory note substantially in the form of Exhibit H hereto, executed by the Borrower pursuant to the terms and conditions of this Agreement.

“Total Percentage” means, as to any Bank, the percentage which (a) (i) the Term Loan Exposure of such Bank plus (ii) the Construction Loan Exposure of such Bank plus (iii) the Term Revolving Loan Exposure of such Bank plus (iv) the Revolving Line of Credit Exposure of such Bank is of (b) the sum of (i) the aggregate Term Loan Exposure of all Banks plus (ii) the aggregate Construction Loan Exposure of all Banks plus (iii) the aggregate Term Loan Revolving Exposure of all banks plus (iv) the aggregate Revolving Line of Credit Exposure of all Banks; provided that, if and so long as any Bank is a Defaulting Bank, such Bank’s Total Percentage shall be deemed for purposes of this definition to be reduced to the extent of the defaulted amount and the Total Percentage of the Issuer or Swingline Bank, as applicable, shall be deemed for purposes of this definition to be increased to such extent.

“Treasury Regulations” means the temporary and final regulations promulgated pursuant to the Code.

“US Bio Entity” means and includes US BioEnergy Corporation, a South Dakota corporation, and each Affiliate thereof at any time from and after the date of execution and delivery of this Agreement.

“Working Capital” means the current assets of the Borrower less the current liabilities of the Borrower as determined in accordance with GAAP.

     Section 1.02. Accounting Matters. All accounting terms not specifically defined herein shall be construed in accordance with GAAP, except as otherwise stated herein. To enable the ready and consistent determination of compliance by the Borrower with its obligations under this Agreement, the Borrower will not change the manner in which either the last day of its fiscal year or the last days of the first three fiscal quarters of its fiscal years is calculated. If at any time after the Closing Date any change in GAAP would have a material effect on the computation of any financial ratio set forth in this Agreement, and either the Borrower (at the time of delivery of such Financial Statements) or the Agent shall so request, and in any such case within 60 days of delivery of such Financial Statements, the Agent, the Banks and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Agent); provided that, until so amended (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change, and (ii) in the event that such change in GAAP materially modifies any item in the Financial Statements, the Borrower shall provide to the Agent Financial Statements setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; provided further that such reconciliation shall be required to be provided only for the four fiscal quarters following such change.

     Section 1.03. Construction. Wherever herein the singular number is used, the same shall include the plural where appropriate, and words of any gender shall include each other gender where appropriate. The headings, captions or arrangements used in any of the Loan Documents are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of the Loan Documents, nor affect the meaning thereof. Unless otherwise expressly provided herein, references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments, restatements and other modifications thereto, but only to the extent such amendments, restatements and other modifications are not prohibited by the terms of any Loan Document.

ARTICLE II
AMOUNTS AND TERMS OF THE LOANS

     Section 2.01. The Loans. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in this Agreement, the Banks have agreed to lend to Borrower and Borrower has agreed to borrow from the Banks the following amounts, for the purposes set forth in Schedule 2.01, and as further described below:

          (a) Construction Loan. The Banks have agreed to lend to the Borrower an amount not to exceed Forty-six Million Five Hundred Thousand and No/100 Dollars ($46,500,000.00) for Project Costs, pursuant to the terms and conditions set forth in Section 2.02, and the Construction Note;

          (b) Conversion of Construction Loan Into Term Loan and Term Revolving Loan. The Banks agree to convert the Construction Loan into a Term Loan and Term Revolving Loan on the Conversion Date, pursuant to the terms and conditions set forth in Sections 2.03 and 2.04, and the Construction Note;

          (c) Term Revolving Loan. The Banks agree to lend to the Borrower, as of the Conversion Date, and from time to time thereafter on a revolving basis, an amount not to exceed Eleven

Million Six Hundred Twenty-five Thousand and No/100 Dollars ($11,625,000.00), pursuant to the terms and conditions set forth in Section 2.04, and the Term Revolving Note;

          (d) Revolving Line of Credit Loan. The Banks agree to lend to the Borrower, as of the Conversion Date, and from time to time thereafter on a revolving basis, an amount not to exceed Ten Million and No/100 Dollars ($10,000,000.00), pursuant to the terms and conditions set forth in Section 2.05, and the Revolving Line of Credit Note; and

          (e) Swingline Loan. The Swingline Bank agrees to lend to the Borrower, from the Conversion Date, and from time to time thereafter on a revolving basis, an amount not to exceed One Million and No/100 Dollars ($1,000,000.00), pursuant to the terms and conditions set forth in Section 2.06, and the Swingline Note.

          Section 2.02. Construction Loan. The provisions of this Section 2.02 shall apply until the earlier of the Conversion Date or repayment in full of the Construction Loan.

          (a) Amount of Construction Loan. On the terms and conditions set forth in this Agreement, the Banks agree to make a Construction Loan to the Borrower, by means of multiple advances in an aggregate amount not to exceed Forty-Six Million Five Hundred Thousand and No/100 Dollars ($46,500,000.00). Under the Construction Loan, amounts borrowed and repaid or prepaid may not be re-borrowed.

          (b) Purpose. Advances under the Construction Loan may be used to fund the payment of Project Costs, including closing costs and fees associated with the Construction Loan. The Borrower agrees that the proceeds of the Construction Loan are to be used only for the purposes set forth in this Section 2.02(b); provided, that the proceeds of a Refunding Advance may be used to pay a Distribution to US BioEnergy Corporation.

          (c) Interest Rate. Subject to the provisions of this Agreement, the Construction Loan shall bear interest at a rate per annum equal to the LIBOR Rate plus three hundred fifteen (315) basis points. The rate of interest due hereunder shall initially be determined as of the date hereof and shall thereafter be adjusted as and when the LIBOR Rate changes. All such adjustments to the rate of interest shall be made and become effective as of the first day of each calendar month (each such day hereinafter being referred to as an “Adjustment Date”) and shall remain in effect until and including the last day of each calendar month. All such adjustments to said rate shall be made and become effective as of each subsequent Adjustment Date, and said rate as adjusted shall remain in effect until and including the day immediately preceding the next Adjustment Date. Interest hereunder shall be computed on the basis of a year of three hundred sixty five (365) days, but charged for actual days principal is outstanding. In no event shall the applicable rate exceed the Maximum Rate.

          (d) Disbursement of Construction Loan. Disbursements of the Construction Loan will be made by the Agent and the Banks in the manner provided in the Disbursing Agreement; provided, however, that the disbursement of the proceeds of the Refunding Advance shall not be subject to the Disbursing Agreement. Subject to Sections 2.02(e) and 2.02(k), and other than disbursements of the proceeds of the Refunding Advance, all disbursements will be made by wire transfer of such funds to the deposit account of the Agent in the amount of each Draw Request which is approved pursuant to the Disbursing Agreement. All Construction Loan funds (other than the proceeds of Refunding Advances) will be considered to have been advanced to and received by the Borrower upon, and interest on such funds will be payable by the Borrower from and after, their deposit in the Disbursing Account. Construction Advances may only be made until and including the Conversion Date after which no further

Construction Advances may be made. No amounts may be readvanced under the Construction Loan. Any principal repayment by the Borrower will reduce the Banks’ Construction Loan Commitments by the amount of any such principal repayment. The proceeds of the Refunding Advance shall be deposited in the account notified by the Borrower to the Agent.

          (e) Letter of Credit Commitment to Issue. The Borrower may utilize the Construction Loan Commitments by requesting that the Issuer issue, and the Issuer, subject to the terms and conditions of this Agreement, may, in its sole discretion, issue letters of credit under the Construction Loan for the Borrower’s account (such letters of credit being hereinafter referred to collectively as the “Construction Letters of Credit”); provided, however, that:

               (i) the aggregate amount of outstanding Construction Letter of Credit Liabilities under the Construction Loan shall not at any time exceed Five Million and No/100 Dollars ($5,000,000.00);

               (ii) the sum of the outstanding Construction Letters of Credit plus the outstanding Construction Advances shall not at any time exceed the maximum amount of the Construction Loan; and

               (iii) the expiration date of a Construction Letter of Credit advanced under the Construction Loan shall be no later than the Conversion Date.

The issuance of any Construction Letter of Credit under this Section 2.02(e) is subject to the provisions of Section 2.08.

          (f) Conditions Precedent to Construction Advances. The Banks’ obligation to make Construction Advances shall be subject to the following conditions precedent:

               (i) Representations and Warranties. The representations and warranties set forth in this Agreement are true and correct in all material respects as of the date of the request for any Construction Advance to the same extent and with the same effect as if made at and as of the date thereof, except as disclosed in writing to the Agent and the Banks, and except to the extent such representations and warranties relate to a specific earlier date in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date;

               (ii) Draw Request. The Borrower has submitted to the Agent a Draw Request for each such Construction Advance, which such Draw Request shall comply with the requirements contained in this Agreement and the Disbursing Agreement;

               (iii) Compliance With Disbursing Agreement. All of the terms and conditions of the Disbursing Agreement have been satisfied with respect to each such Construction Advance;

               (iv) Certified Construction Statement. The Borrower shall furnish to the Agent an updated Certified Construction Statement setting forth the Contractor(s) providing services or materials with respect to specific portions of the construction of the Project and setting forth the amounts actually incurred and paid, or to be incurred, to such Contractor(s) in completing construction of the Project. Such updated Certified Construction Statement shall be certified by the Borrower and acknowledged by the Inspecting Engineer to be a true, complete and accurate account of all costs actually

incurred and an accurate estimate of all other Project Costs actually incurred and all Project Costs to be incurred in the future;

               (v) No Defaults. No Event of Default has occurred and is continuing;

               (vi) Loan in Balance. The Construction Loan is in balance, as required by the provisions of Section 2.02(g) and the Disbursing Agreement;

               (vii) Government Action. No license, permit, permission or authority necessary for the construction or operation of the Project has been revoked or challenged by or before any Governmental Authority, which revocation or challenge could reasonably be expected to have a Material Adverse Effect;

               (viii) Construction Contracts. All material Construction Contracts have been properly executed and assigned to the Agent for the benefit of the Banks;

               (ix) Litigation. Except for the City Litigation and the County Litigation, there are no other pending or, to the knowledge of the Borrower, threatened actions or proceedings against the Borrower before any Governmental Authority (i) which could reasonably be expected to have a Material Adverse Effect or (ii) with respect to any Loan Document. As of the Closing Date, there are no outstanding judgments against the Borrower; and

               (x) No Order. No order, judgment, decree or ruling has been entered in the City Litigation or the County Litigation which may result in the suspension, revocation, vacation or impairment of any ordinance, license, permit, permission or authority necessary for the construction or operation of the Project.

          (g) Loan in Balance, Deposit of Funds by Borrower. The Borrower shall keep the Construction Loan in balance as provided in this Section 2.02(g). If the Agent at any time reasonably determines that the amount of the undisbursed Construction Loan proceeds and the unfunded Borrower’s Equity will not be sufficient to fully pay for all costs required to complete the construction of the Project in accordance with the Construction Documents, and for all Project Costs to be incurred by the Borrower, whether such deficiency is attributable to changes in the work of construction or in the Construction Documents or to any other cause, the Agent may make written demand on the Borrower to deposit in an escrow fund to be established with the Agent an amount equal to the amount of the shortage reasonably determined by the Agent. The Borrower shall then deposit or cause to be deposited the required funds, which deposit can be funded through, among other sources, proceeds of loans permitted pursuant to Sections 5.02(e)(viii) or 5.02(e)(xi)         , with the Agent within ten (10) days after the date of the Agent’s written demand. No further disbursements shall be made by the Agent until those funds are deposited by the Borrower in the escrow fund. Whenever the Agent has any such funds on deposit in such escrow fund, it shall make all future advances for Project Costs from the escrow fund before making any further Advances under the Construction Loan.

          (h) [Reserved]

          (i) Suspension of Construction. If the Agent in reasonably good faith determines that any work or materials do not materially conform to the Construction Documents, the Agent may require the work to be stopped and withhold disbursements until the matter is corrected. In such event, the Borrower will promptly correct the work to the Agent’s reasonable satisfaction. Provided Agent’s actions were reasonable, in good faith, and the work or materials did not materially conform to the

Construction Documents , no such action by the Agent or the Banks will affect the Borrower’s obligation to complete the Project on or before the Substantial Completion Date.

          (j) Inspections. The Borrower and the Inspecting Engineer shall be responsible for making inspections of the Project during the course of construction and shall determine to their own satisfaction that the work done or materials supplied by the Contractors to whom payment is to be made directly out of each Construction Advance has been properly done or supplied in accordance with the applicable contracts with such Contractors. If any material work done or materials supplied by a Contractor are not satisfactory to the Borrower, the Borrower will promptly notify the Agent in writing of such fact. It is expressly understood and agreed that the Agent or its authorized representative may conduct such inspections of the Project as it may deem necessary for the protection of the Agent’s or the Banks’ interest, upon reasonable prior notice and at reasonable times and, specifically, an architectural or engineering firm acceptable to the Agent may, at the option of the Agent and at the expense of the Borrower, conduct such periodic inspections of the Project and prepare such written progress reports during the period of construction, as the Agent may reasonably request, provided that no inspection shall unreasonably delay progress on or interfere with the Project or the Borrower’s use of the Real Property. Any inspections which may be made of the Project by the Agent or its representative will be made, and all certificates issued by the Agent’s representative will be issued, solely for the benefit and protection of the Agent and the Banks, and the Borrower will not rely thereon. The Agent is under no duty to supervise or inspect construction or examine any books and records. Any inspection or examination by the Agent is for the sole purpose of protecting the Agent’s and the Banks’ security and preserving the Agent’s and the Banks’ rights under this Agreement. No default of the Borrower will be waived by any inspection by the Agent. In no event will any inspection by the Agent be a representation that there has been or will be compliance with the Plans or Specifications or that the construction is free from defective materials or workmanship.

          (k) Banks’ Application of Loan Proceeds. Notwithstanding the provisions of Section 2.02(d), the Agent may elect, upon ten (10) days’ prior written notice to the Borrower, to use the Construction Loan funds to pay, as and when due, any Construction Loan fees owing to the Banks, interest on the Construction Loan, release charges under prior deeds of trust on the Property, and legal fees and disbursements of the Agent’s attorneys which are payable by the Borrower, unless the Borrower causes such amount(s) to be paid within said ten (10) days. Such payments may be made, at the option of the Agent, by debiting or charging the Construction Loan funds in the amount of such payments.

          (l) Cost Information. All Advances under the Construction Loan will be based upon the Project Costs as set forth in the Certified Construction Statement. In the event that the Borrower becomes aware of any change in the approved Project Costs, which would increase the total Project Cost in excess of Fifty Thousand and No/100 Dollars ($50,000.00) above the amount shown on the Certified Construction Statement, the Borrower shall immediately notify the Agent in writing and promptly submit to the Agent for its approval a revised Certified Construction Statement. No further disbursements need be made by the Agent unless and until the revised Certified Construction Statement is approved by the Agent. The Agent reserves the right to approve or disapprove any revised Certified Construction Statement in its reasonable discretion if any such increase in total Project Costs is in excess of $50,000.

          (m) No Waiver. Any waiver by the Agent of any condition of disbursement must be expressly made in writing. The making of a disbursement prior to fulfillment of one or more conditions thereof shall not be construed as a waiver of such conditions, and the Agent reserves the right to require their fulfillment prior to making any subsequent disbursements.

          (n) Construction Loan Payments. The Borrower will pay interest on the Construction Loan (i) quarterly in arrears on the first day of each January, April, July and October (each such date a “Quarterly Payment Date”), commencing on the first Quarterly Payment Date following the date on which the first Advance is made on the Construction Loan, and continuing on each Quarterly Payment Date thereafter until the Conversion Date. If any Quarterly Payment Date is not a Business Day, then the interest payment then due shall be paid on the next Business Day and shall continue to accrue interest until paid. On the Conversion Date, all outstanding accrued interest shall be paid in full.

          (o) Construction Loan Term. The Construction Loan shall run for a period beginning on the Closing Date and ending on the Conversion Date. On the Conversion Date, the amount of the then unpaid principal balance of the Construction Loan and any and all other amounts due and owing hereunder or under any other Construction Loan document relating to this Construction Loan shall be due and payable, except for that part, if any, of the Construction Loan which is converted into a Term Loan or a Term Revolving Loan pursuant to the terms of this Agreement.

          (p) Refunding Advance. Notwithstanding anything in this Agreement or any Loan Document to the contrary, the Banks agree to make a single Refunding Advance to the Borrower on any Business Day from and after the Closing Date; provided that written notice is given by the Borrower to the Agent before 12:00 Noon (Minneapolis, MN time) on a Business Day which is at least one (1) Business Days prior to the date such Refunding Advance is to be made. Such notice will specify the amount of the Refunding Advance (which shall not exceed the aggregate Construction Loan Commitment), the date the Refunding Advance is to be made, and the account(s) in which the proceeds of such Advance are to be deposited. The amount so requested by the Borrower shall be made available to the Borrower subject to satisfaction of the conditions set forth below in this Section 2.02(p) (and no other conditions contained in this Agreement or any Loan Document), by (i) the Banks depositing the same in same day funds in an account(s) specified of the Borrower or (ii) the Banks wire transferring such funds to a Person designated by the Borrower in writing. The making of the Refunding Advance shall be subject to the satisfaction of the following conditions precedent as of the date the Refunding Advance is made. Notwithstanding the foregoing, in the event an order, judgment, decree or ruling has been entered in the City Litigation or the County Litigation which may result in the suspension, revocation, vacation or impairment of any ordinance, license, permit, permission or authority necessary for the construction or operation of the Project, the Lender is not obligated to make the Refunding Advance to the Borrower.

               (i) Representations and Warranties. The representations and warranties set forth in this Agreement are true and correct in all material respects as of the Conversion Date to the same extent and with the same effect as if made at and as of the date thereof, except as disclosed in writing to the Agent and the Banks, and except to the extent such representations and warranties relate to a specific earlier date in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date;

               (ii) Notice of Borrowing. The Borrower shall have submitted to the Agent a notice of borrowing for the Refunding Advance which notice of borrowing shall be executed by the Borrower and shall contain representations by the Borrower as follows: (1) the Construction Loan shall be in balance immediately after giving effect to the making of the Refunding Advance and (2) lien waivers have been obtained for all Project Costs outstanding as of such date (in excess of $10,000), as of the date of such notice.

               (iii) No Defaults. No Event of Default has occurred and is continuing.

                              (iv) Loan in Balance. The Construction Loan shall be in balance as required by the provisions of Section 2.02(g).

                              (v) Government Action. No license, permit, permission or authority necessary for the operation of the Project has been revoked or challenged by or before any Governmental Authority, which revocation or challenge could reasonably be expected to have a Material Adverse Effect; and the Borrower shall have obtained and provided the Agent with copies of all permits and government approvals reasonably requested by Agent relating to the use and operation of the Project (including a storm water discharge permit for industrial operations, a letter approving the track design concept, water discharge permit, ethanol holding tank permits, and an ATF permit) other than those approvals issued in the ordinary course after commencement of operations;

                              (vi) Marketing Agreements. The Borrower has executed marketing agreements for all ethanol and DGS to be produced at the Project and provided the Agent with collateral assignments of all such agreements in form and substance which are reasonably satisfactory to the Agent and its counsel and acknowledged by the non-Borrower party to all such agreements; and

                              (vii) Litigation. Except for the City Litigation and the County Litigation, there are no other pending or, to the knowledge of the Borrower, threatened actions or proceedings against the Borrower before any Governmental Authority (i) which could reasonably be expected to have a Material Adverse Effect or (ii) with respect to any Loan Document. As of the Closing Date, there are no outstanding judgments against the Borrower.

     Section 2.03. Conversion of Construction Loan Into Term Loan. Subject to the terms and conditions contained in this Agreement, on the Conversion Date a portion of the Construction Loan may be converted into a Term Loan by the Borrower.

          (a) Conditions Precedent. The Banks shall not be obligated to convert any part of the Construction Loan into a Term Loan unless and until:

                              (i) Completion of Project. a Certificate of Substantial Completion shall have been delivered to the Agent, and Substantial Completion of the Project shall have occurred;

                              (ii) Amount of Term Loan. The maximum amount of the Construction Loan which may be converted to a Term Loan shall be Thirty-four Million Eight Hundred Seventy-five Thousand and No/100 Dollars ($34,875,000.00);

                              (iii) Outstanding Construction Advances Exceed Term Loan. In the event that the Outstanding Construction Advances exceed the amount of the maximum Term Loan to be made by the Banks, including those portions of the Construction Loan which are eligible for conversion into the Term Revolving Loan pursuant to this Agreement, the Borrower shall immediately repay the amount of the Outstanding Construction Advances which are not being converted into a Term Loan;

                              (iv) ALTA Survey. The Borrower shall deliver to the Agent an “as-built” survey of the Real Property which: (A) sets forth the location and exterior lines of the Real Property and includes any and all improvements completed on the Real Property, (B) demonstrates compliance with all applicable setback requirements, (C) demonstrates that the Project is entirely within the exterior boundaries of the Real Property and any building restriction lines and does not encroach upon any easements or rights-of-way, and (D) contains such other information as the Agent may reasonably request;

                              (v) Representations and Warranties. The representations and warranties set forth in this Agreement are true and correct in all material respects as of the Conversion Date to the same extent and with the same effect as if made at and as of the date thereof, except as disclosed in writing to the Agent and the Banks, and except to the extent such representations and warranties relate to a specific earlier date in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date;

                              (vi) No Defaults. No Event of Default has occurred and is continuing;

                              (vii) Government Action. No license, permit, permission or authority necessary for the operation of the Project has been revoked or challenged by or before any Governmental Authority, which revocation or challenge could reasonably be expected to have a Material Adverse Effect; and the Borrower shall have obtained and provided the Agent with copies of all permits and government approvals reasonably requested by Agent relating to the use and operation of the Project (including a storm water discharge permit for industrial operations, a letter approving the track design concept, water discharge permit, ethanol holding tank permits, and an ATF permit) other than those approvals issued in the ordinary course after commencement of operations;

                              (viii) Marketing Agreements. The Borrower has executed marketing agreements for all ethanol and DGS to be produced at the Project and provided the Agent with collateral assignments of all such agreements in form and substance which are reasonably satisfactory to the Agent and its counsel and acknowledged by the non-Borrower party to all such agreements; and

                              (ix) Litigation. No order, judgment, decree or ruling has been entered in the City Litigation or the County Litigation which may result in the suspension, revocation, vacation or impairment of any ordinance, license, permit, permission or authority necessary for the construction or operation of the Project.

          (b) Term Loan Interest Rate. Subject to the provisions of Sections 2.03 and 2.04, the portion of the Term Loan that has not been converted to a Fixed Rate Loan pursuant to Section 2.03(d) shall bear interest at a rate equal to the LIBOR Rate plus two hundred ninety (290) basis points. The rate of interest due hereunder shall initially be determined as of the Conversion Date and shall thereafter be initially adjusted on the first day of the immediately succeeding calendar month. All such adjustments to the rate of interest shall be made and become effective as of the first Adjustment Date following the Conversion Date. All such adjustments to said rate shall be made and become effective as of each subsequent Adjustment Date, and said rate as adjusted shall remain in effect until and including the day immediately preceding the next Adjustment Date. Interest hereunder shall be computed on the basis of a year of three hundred sixty five (365) days, but charged for actual days principal is outstanding. In no event shall the applicable rate exceed the Maximum Rate.

          (c) Term Loan Term. The Term Loan term shall run for a period beginning on the Conversion Date and ending on the Maturity Date.

          (d) Conversion to Fixed Rate Loan. Subject to the provisions of Sections 2.03(a) and 2.04, on the Conversion Date the Borrower may convert up to but not more than fifty percent (50%) of the Outstanding Construction Advances to a Fixed Rate Loan, with the consent of the Agent, which consent shall not be unreasonably withheld, bearing interest at a rate equal to two hundred fifty (250) basis points in excess of the five year LIBOR swap rate in effect on the Conversion Date, or another rate agreed upon by the Agent and the Borrower. The Borrower shall provide written notice to the Agent at

least thirty (30) days prior to the Conversion Date of its intention to convert any portion of the Term Loan to a Fixed Rate Loan. Such written notice shall specify the specific dollar amount that Borrower is electing to convert to a Fixed Rate Loan. Any amount subject to a fixed rate of interest pursuant to this Section shall not be subject to any adjustments under Section 2.11.

          (e) Repayment of Term Loan. Beginning on the first (1^st) day of the month following the month in which the Conversion Date occurs, and continuing on the first (1^st) day of each succeeding month thereafter until the seventh (7^th) month after the Conversion Date, the Borrower shall pay to the Agent for the account of the Banks monthly payments of accrued interest. Beginning on the first (1^st) day of the seventh (7^th) month following the Conversion Date (the “Amortization Date”), and continuing on the first (1^st) day of each succeeding month thereafter until the Maturity Date, the Borrower shall pay to the Agent for the account of the Banks equal monthly payments of principal and accrued interest in such amounts as would be required to fully amortize the entire outstanding principal balance of the Term Note, together with accrued interest thereon, over a period of one hundred fourteen (114) months from the Amortization Date. The outstanding principal balance, together with all accrued interest, if not paid sooner, shall be due and payable in full on the Maturity Date. Following the Conversion Date, and in addition to all other payments of principal and interest required under this Agreement and this Construction Note, the Borrower shall annually remit to the Agent for the account of the Banks the Excess Cash Flow Payment pursuant to Section 2.25.

     Section 2.04. Conversion of Construction Loan Into Term Revolving Loan. Subject to the terms and conditions contained in this Agreement, on the Conversion Date a portion of the Construction Loan may be converted into a Term Revolving Loan by the Borrower to be used to repay the Construction Loan and for cash and Inventory management purposes

          (a) Term Revolving Loan. The Banks agree, on the terms and conditions set forth in this Agreement, to convert up to Eleven Million Six Hundred Twenty-five Thousand and No/100 Dollars ($11,625,000.00) of the Outstanding Construction Advances on the Conversion Date into a Term Revolving Loan and to make one or more Advances to the Borrower, on a revolving basis, during the period beginning on the Conversion Date and ending on the Business Day immediately preceding the Maturity Date (the “Term Revolving Loan Termination Date”), in an aggregate principal amount outstanding at any one time not to exceed Eleven Million Six Hundred Twenty-five Thousand and No/100 Dollars ($11,625,000.00). The Term Revolving Loan shall mature and be due and payable in full at 12:00 P.M. (Minneapolis, Minnesota time) on the Maturity Date. Term Revolving Loan Advances borrowed, repaid or prepaid may be reborrowed at any time prior to the Term Revolving Loan Termination Date, provided, however, that at no time shall the sum of the Outstanding Term Revolving Advances exceed Eleven Million Six Hundred Twenty-five Thousand and No/100 Dollars ($11,625,000.00).

          (b) Purpose. Term Revolving Loan Advances may be used to be used to repay the Construction Loan and for cash and Inventory management purposes of the Borrower, including closing costs and fees associated with the Term Revolving Loan. The Borrower agrees that the proceeds of the Loan are to be used only for the purposes set forth in this Section 2.04(b).

          (c) Conditions Precedent. The Banks shall not be obligated to convert any part of the Construction Loan into a Term Revolving Loan unless and until:

               (i) Completion of Project. A Certificate of Substantial Completion shall have been delivered to the Agent, and Substantial Completion of the Project shall have occurred;

               (ii) Amount of Term Loan. The maximum amount of the Construction Loan which may be converted to a Term Revolving Loan is Eleven Million Six Hundred Twenty-five Thousand and No/100 Dollars ($11,625,000.00);

               (iii) Outstanding Construction Advances Exceed Term Revolving Loan. In the event that the Outstanding Construction Advances exceed the amount of the maximum Term Revolving Loan to be made by the Banks, including after conversion of those portions of the Construction Loan which are eligible for conversion into the Term Loan pursuant to Section 2.03, the Borrower shall immediately repay the amount of the Outstanding Construction Advances which are not being converted into a Term Revolving Loan;

               (iv) ALTA Survey. The Borrower shall deliver to the Agent an “as-built” survey of the Real Property which: (A) sets forth the location and exterior lines of the Real Property and includes any and all improvements completed on the Real Property, (B) demonstrates compliance with all applicable setback requirements, (C) demonstrates that the Project is entirely within the exterior boundaries of the Real Property and any building restriction lines and does not encroach upon any easements or rights-of-way, and (D) contains such other information as the Agent may reasonably request;

               (v) Representations and Warranties. The representations and warranties set forth in this Agreement are true and correct in all material respects as of the Conversion Date to the same extent and with the same effect as if made at and as of the date thereof, except as disclosed in writing to the Agent and the Banks, and except to the extent such representations and warranties relate to a specific earlier date in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date;

               (vi) No Defaults. No Event of Default has occurred and is continuing;

               (vii) Government Action. No license, permit, permission or authority necessary for the operation of the Project has been revoked or challenged by or before any Governmental Authority, which revocation or challenge could reasonably be expected to have a Material Adverse Effect; and the Borrower shall have obtained and provided the Agent with copies of all permits and government approvals reasonably requested by Agent relating to the use and operation of the Project (including a storm water discharge permit for industrial operations, a letter approving the track design concept, water discharge permit, ethanol holding tank permits, and an ATF permit) other than those approvals issued in the ordinary course after commencement of operations;

               (viii) Marketing Agreements. The Borrower has executed marketing agreements for all ethanol and DGS to be produced at the Project and provided Agent with a collateral assignment of each such agreement in form and substance satisfactory to the Agent and its counsel and acknowledged by the non-Borrower party to each such agreement; and

               (ix) Litigation. No order, judgment, decree or ruling has been entered in the City Litigation or the County Litigation which may result in the suspension, revocation, vacation or impairment of any ordinance, license, permit, permission or authority necessary for the construction or operation of the Project.

          (d) Availability. Subject to the provisions of this Agreement, during the period commencing on the Availability Date and ending on the Term Revolving Loan Termination Date, Advances under the Term Revolving Loan will be made as provided in Section 2.04(e).

          (e) Making the Advances. Each Term Revolving Loan Advance shall be made by the Borrower delivering a Request for Advance to the Agent specifying the amount of such Term Revolving Loan Advances. Each Request for Advance must be delivered to the Agent by the Borrower before 12:00 P.M. (Minneapolis, Minnesota time) on a Business Day which is at least three (3) Business Days prior to the date of such Term Revolving Loan Advance; provided however that no such Term Revolving Loan Advance shall be made while an Event of Default exists or if the interest rate for such LIBOR Rate Loan would exceed the Maximum Rate. Any Request for Advance received by Borrower after 12:00 P.M. (Minneapolis, Minnesota time) on a Business Day shall be deemed to have been received and be effective on the next Business Day. The amount of the Term Revolving Loan Advance requested from the Banks shall, subject to the terms and conditions of this Agreement, be made available to the Borrower by: (i) depositing the same, in same day funds, in an account of the Borrower, or (ii) wire transferring such funds to a Person or Persons designated by the Borrower in writing.

          (f) Requests for Advances Irrevocable. Each Request for Advance shall be irrevocable and binding on the Borrower and the Borrower shall indemnify the Agent and the Banks against any loss or expense any of them may incur pursuant to Section 2.24 as a result of any failure to borrow any Term Revolving Loan Advance after a Request for Advance (including any failure resulting from the failure to fulfill on or before the date specified for such Advance the applicable conditions set forth in Section 2.04(c)).

          (g) Minimum Amounts. Each Term Revolving Loan Advance shall be in a minimum amount equal to Fifty Thousand and No/100 Dollars ($50,000.00).

          (h) Conditions Precedent to Advances. The Banks’ obligation to make each Term Revolving Loan Advance under the Term Revolving Note shall be subject to the following further conditions precedent:

               (i) Representations and Warranties. The representations and warranties set forth in this Agreement are true and correct in all material respects as of the date of the Request for Advance for any Term Revolving Loan Advance to the same extent and with the same effect as if made at and as of the date thereof, except as disclosed in writing to the Agent and the Banks, and except to the extent such representations and warranties relate to a specific earlier date in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date;

               (ii) No Defaults. No Event of Default has occurred and is continuing;

               (iii) Government Action. No license, permit, permission or authority necessary for the operation of the Project has been revoked or challenged by or before any Governmental Authority, which revocation or challenge could reasonably be expected to have a Material Adverse Effect; and

               (iv) Litigation. No order, judgment, decree or ruling has been entered in the City Litigation or the County Litigation which may result in the suspension, revocation, vacation or impairment of any ordinance, license, permit, permission or authority necessary for the construction or operation of the Project.

          (i) Interest Rate. Subject to the provisions of Sections 2.03 and 2.04, the Term Revolving Loan shall bear interest at a rate equal to the LIBOR Rate plus two hundred ninety (290) basis

points. The rate of interest due hereunder shall initially be determined as of the Conversion Date and shall thereafter be initially adjusted on the first day of the immediately succeeding calendar month. All such adjustments to the rate of interest shall be made and become effective as of the first Adjustment Date following the Conversion Date. All such adjustments to said rate shall be made and become effective as of each subsequent Adjustment Date, and said rate as adjusted shall remain in effect until and including the day immediately preceding the next Adjustment Date. Interest hereunder shall be computed on the basis of a year of three hundred sixty five (365) days, but charged for actual days principal is outstanding. In no event shall the applicable rate exceed the Maximum Rate.

          (j) Funding of Advances. Upon receipt by the Agent from the Borrower of any Request for Advance for any Term Revolving Loan Advance, the Agent shall promptly notify the Borrower and the other Banks as to the amount requested in such Request for Advance. Not later than 12:00 P.M. (Minneapolis, Minnesota time) on the applicable payment date each Bank will make available to the Agent, in immediately available funds, an amount equal to such Bank’s Pro Rata Share of the amount requested in such Request for Advance.

          (k) Repayment of the Term Revolving Loan. The Borrower will pay interest on the Term Revolving Loan on the first (1^st) day of each month, commencing on the first (1^st) Monthly Payment Date following the date on which the first Term Revolving Loan Advance is made on the Term Revolving Loan, and continuing on each Monthly Payment Date thereafter until the Term Revolving Loan Maturity Date. On the Term Revolving Loan Maturity Date, the amount of the then unpaid principal balance of the Term Revolving Loan and any and all other amounts due and owing hereunder or under any other Loan Document relating to the Term Revolving Loan shall be due and payable. If any Payment Date is not a Business Day, then the principal installment then due shall be paid on the next Business Day and shall continue to accrue interest until paid.

     Section 2.05. Revolving Line of Credit Loan.

          (a) Revolving Line of Credit Loan. On the terms and conditions set forth in this Agreement, the Banks agree to make one or more Revolving Line of Credit Advances to the Borrower on a revolving basis, during the period beginning on the Conversion Date and ending on the Business Day immediately preceding the Revolving Line of Credit Maturity Date (the “Revolving Line of Credit Termination Date”), in an aggregate principal amount outstanding at any one time not to exceed Ten Million and No/100 Dollars ($10,000,000.00); provided, however, that at no time shall the Outstanding Revolving Advance exceed the Borrowing Base. The Revolving Line of Credit Loan shall mature and be due and payable in full at 12:00 P.M. (Minneapolis, Minnesota time) on the three hundred sixty-fourth (364^th) day following the Conversion Date (the “Revolving Line of Credit Maturity Date”). Subject to Section 2.05(h), Revolving Line of Credit Advances borrowed and repaid or prepaid may be reborrowed at any time prior to the Revolving Line of Credit Termination Date.

          (b) Purpose. Revolving Line of Credit Advances may be used by the Borrower for general business and operating purposes, including closing costs and fees associated with the Revolving Line of Credit Loan. The Borrower agrees that the proceeds of the Revolving Line of Credit Loan are to be used only for the purposes set forth in this Section 2.05(b).

          (c) Conditions Precedent to All Advances. The Banks’ obligation to fund each Revolving Line of Credit Advance shall be subject to the following conditions precedent:

               (i) Completion of Project. A Certificate of Substantial Completion shall have been delivered to the Agent, and Substantial Completion of the Project shall have occurred;

               (ii) Borrowing Base Certificate. The Borrower shall have submitted to the Agent a Borrowing Base Certificate as required by Section 5.01(c)(xvi);

               (iii) Representations and Warranties. The representations and warranties set forth in this Agreement are true and correct in all material respects as of the date of the request for any Revolving Line of Credit Advance to the same extent and with the same effect as if made at and as of the date thereof, except as disclosed in writing to the Agent and the Banks, and except to the extent such representations and warranties relate to a specific earlier date in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date;

               (iv) No Defaults. No Event of Default has occurred and is continuing; and

               (v) Litigation. No order, judgment, decree or ruling has been entered in the City Litigation or the County Litigation which may result in the suspension, revocation, vacation or impairment of any ordinance, license, permit, permission or authority necessary for the construction or operation of the Project.

          (d) Availability. Subject to the provisions of this Agreement, during the period commencing on the Conversion Date and ending on the Revolving Line of Credit Termination Date, Revolving Line of Credit Advances under the Revolving Line of Credit Loan may be made as provided in this Agreement.

          (e) Making the Advances. Each Revolving Line of Credit Advance shall be made by the Borrower delivering a Request for Advance to the Agent specifying the amount of such Revolving Line of Credit Advance. Except for Revolving Line of Credit Advances made pursuant to Section 2.05(j), each Request for Advance must be delivered to the Agent by the Borrower, before 12:00 P.M. (Minneapolis, Minnesota time) on a Business Day which is at least three (3) Business Days prior to the date of such Revolving Line of Credit Advance; provided however that no such Revolving Line of Credit Advance shall be made while an Event of Default exists or if the interest rate for such LIBOR Rate Loan would exceed the Maximum Rate. Any Request for Advance received by the Agent after 12:00 P.M. (Minneapolis, Minnesota time) on a Business Day shall be deemed to have been received and be effective on the next Business Day. The amount of the Revolving Line of Credit Advance requested from the Banks shall, subject to the terms and conditions of this Agreement, be made available to the Borrower by: (i) depositing the same, in same day funds, in an account of the Borrower; or (ii) wire transferring such funds to a Person or Persons designated by the Borrower in writing.

          (f) Requests for Advances Irrevocable. Each Request for Advance shall be irrevocable and binding on the Borrower and the Borrower shall indemnify the Agent and the Banks against any loss or expense any of them may incur pursuant to Section 2.24 as a result of any failure to borrow any Revolving Line of Credit Advance after a Request for Advance (including any failure resulting from the failure to fulfill on or before the date specified for such Advance the applicable conditions set forth in this Agreement).

          (g) Minimum Amounts. Each Revolving Line of Credit Advance shall be in a minimum amount of Fifty Thousand and No/100 Dollars ($50,000.00) (except for any Revolving Line of Credit Advances made pursuant to Section 2.05(j)).

          (h) Letters of Credit. The Borrower may utilize the Revolving Line of Credit Commitments by requesting that the Issuer issue, and the Issuer, subject to the terms and conditions of

this Agreement, may, in its sole discretion, issue letters of credit for the Borrower’s account (such letters of credit being hereinafter referred to collectively as the “Revolving Letters of Credit”); provided, however, that:

               (i) the aggregate amount of all Revolving Letter of Credit Liabilities shall not at any time exceed the amount of Five Million and No/100 Dollars ($5,000,000.00);

               (ii) the sum of the outstanding Revolving Letters of Credit plus the outstanding Revolving Line of Credit Advances shall not at any time exceed the Borrowing Base; and

               (iii) the expiration date of a Revolving Letter of Credit advanced under the Revolving Line of Credit Loan shall be no later than the Revolving Line of Credit Loan Maturity Date.

The issuance of any Revolving Letter of Credit issued under this Section 2.05(h) is subject to the provisions of Section 2.08.

          (i) Interest Rate. The Revolving Line of Credit Loan shall bear interest at a rate equal to the LIBOR Rate plus two hundred ninety (290) basis points. The rate of interest due hereunder shall initially be determined as of the Conversion Date and shall thereafter be initially adjusted on the first day of the immediately succeeding calendar month. All such adjustments to the rate of interest shall be made and become effective as of the first Adjustment Date following the Conversion Date. All such adjustments to said rate shall be made and become effective as of each subsequent Adjustment Date, and said rate as adjusted shall remain in effect until and including the day immediately preceding the next Adjustment Date. Interest hereunder shall be computed on the basis of a year of three hundred sixty five (365) days, but charged for actual days principal is outstanding. In no event shall the applicable rate exceed the Maximum Rate.

          (j) Funding of Advances. Upon receipt from the beneficiary of any Revolving Letter of Credit of any drawing under such Revolving Letter of Credit, the Agent shall promptly notify the Borrower and the Banks as to the amount to be paid as a result of such drawing and the respective payment date. Not later than 12:00 P.M. (Minneapolis, Minnesota time) on the applicable payment date each Bank will make available to the Agent, in immediately available funds, an amount equal to such Bank’s Pro Rata Share of the amount to be paid as a result of such drawing as a Revolving Line of Credit Advance hereunder (and such amount shall be treated as a Revolving Line of Credit Advance hereunder) regardless of whether the conditions set forth in Article II or III are satisfied.

          (k) Repayment of the Revolving Line of Credit Loan. The Borrower will pay accrued interest on the Revolving Line of Credit Loan on the first (1^st) day of each month, commencing on the first (1^st) Monthly Payment Date following the date on which the first Advance is made on the Revolving Line of Credit Loan, and continuing on each Monthly Payment Date thereafter until the Revolving Line of Credit Maturity Date. On the Revolving Line of Credit Maturity Date, the amount of the then unpaid principal balance of the Revolving Line of Credit Loan and any and all other amounts due and owing hereunder or under any other Loan Document relating to the Revolving Line of Credit Loan will be due and payable. If any Payment Date is not a Business Day, then the principal installment then due shall be paid on the next Business Day and shall continue to accrue interest until paid.

          (l) Mandatory Prepayments or Collateralization. The Borrower shall, within five (5) days following the earlier of the delivery of each Borrowing Base Certificate hereunder or the day upon which such Borrowing Base Certificate was due, either (i) prepay the Revolving Line of Credit Advances in the amount, if any, by which the Outstanding Revolving Line of Credit Advances on the date

of prepayment under this Section 2.05(l) exceeds the Borrowing Base at such time, together with accrued interest to the date of such prepayment on the amount prepaid, or (ii) pledge and assign to the Agent additional Collateral acceptable to the Agent, in the Agent’s sole discretion, and deliver all documentation that the Agent, in its sole discretion, may require in connection with such pledge and assignment and the perfection of a first-priority security interest in such additional Collateral, so that the Borrowing Base plus the value assigned by the Agent, in its sole discretion, to such additional Collateral equals or exceeds the Outstanding Revolving Line of Credit Advances.

          (m) Additional Revolving Line of Credit Facility.

               (i) The Borrower shall have the right at any time and from time to time after the Revolving Line of Credit Maturity Date to incur from one or more existing Banks and/or other financial institution or lender approved by the Agent (the “New Revolving Banks”) and which, in each case, agree to make loans pursuant to this Section 2.05(m) to the Borrower, and commitments to make loans in an aggregate principal amount not to exceed $10,000,000, which loans (a) shall be incurred as Revolving Line of Credit Advances on a revolving basis and shall be deemed to be Revolving Line of Credit Loans for all purposes of this Agreement and (b) which loans shall mature and be due and payable in full at 12:00 P.M. (Minneapolis, Minnesota time) on the three hundred sixty- fourth (364th) day immediately following the date of the expiration of (x) the Revolving Line of Credit Maturity Date or (y) the immediately precedent revolving facility entered into by the Borrower pursuant to this Section 2.05(m), as the case may be, or such later maturity as to which such New Revolving Banks may consent (collectively, the “Additional Revolving Line of Credit Facilities”). All Advances under each of the Additional Revolving Line of Credit Facilities shall be treated as Revolving Line of Credit Advances for all purposes of the Loan Documents, and loans made pursuant to each of the Additional Revolving Line of Credit Facilities shall constitute Loan Obligations hereunder for all purposes of the Loan Documents and will be secured by the Collateral securing the other Loan Obligations.

               (ii) In the event that the Borrower desires to create an Additional Revolving Line of Credit Facility, the Borrower will enter into an amendment with the New Revolving Banks (who shall by execution thereof become Banks hereunder if not theretofore Banks) to provide for such Additional Revolving Line of Credit Facility, which amendment shall set forth any terms and conditions of the Additional Revolving Line of Credit Facility not covered by this Agreement as agreed by the Borrower and such New Revolving Banks, and shall provide for the issuance of promissory notes to evidence the Additional Revolving Line of Credit Facility if requested by the New Revolving Banks making Advances under the Additional Revolving Line of Credit Facility (which notes shall constitute Revolving Line of Credit Notes for purposes of this Agreement), with such amendment to be in form and substance reasonably acceptable to the Agent and consistent with the terms of this Section 2.05(m) and of the other provisions of this Agreement. No consent of any Bank (other than any Bank making loans or whose commitment is increased under the Additional Revolving Line of Credit Facility) is required to permit the Loans contemplated by this Section 2.05(m) or to permit the aforesaid amendment to effectuate the Additional Revolving Line of Credit Facility. This Section 5.01(m) shall supersede any provisions contained in this Agreement, including, without limitation, Section 8.01, to the contrary.

     Section 2.06. Swingline Loan.

          (a) Swingline Loan. Subject to the terms and conditions of this Agreement, the Swingline Bank agrees to make one or more Advances to the Borrower from time to time, from and including the Conversion Date to, but excluding, the Term Revolving Loan Termination Date and the Revolving Line of Credit Termination Date, in an aggregate principal amount at any time outstanding up

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to but not exceeding the Swingline Commitment; provided, however that after calculation of the participation interests of each Bank in such Advances:

               (i) the aggregate amount of outstanding Swingline Advances shall not at any time exceed the amount of One Million and No/100 Dollars ($1,000,000.00) (the “Swingline Commitment”);

               (ii) the Outstanding Credit with respect to the Revolving Line of Credit applicable to a Bank shall not at any time exceed the lesser of (A) such Bank’s Pro Rata Share of the Borrowing Base, or (B) such Bank’s Revolving Line of Credit Commitment; and

               (iii) the Outstanding Credit with respect to the Revolving Line of Credit shall not at any time exceed the lesser of (A) the Borrowing Base or (B) the aggregate amount of the Revolving Commitments at such time.

Subject to the foregoing limitations, and the other terms and provisions of this Agreement, the Borrower may borrow, prepay, and reborrow Swingline Loans hereunder up to the amount of the Swingline Commitment. The Swingline Bank may, by written notice given to the Agent not later than 10:00 A.M. (Minneapolis, Minnesota time) on any Business Day, require the Banks to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Banks will participate. Promptly upon receipt of such notice, the Agent will give notice thereof to each Bank specifying in such notice such Bank’s Pro Rata Share of such Swingline Loan or Loans. Each Bank hereby absolutely and unconditionally agrees upon receipt of notice as provided in this Section 2.06 to pay to the Agent for the account of the Swingline Bank such Bank’s Pro Rata Share of such Swingline Loan or Loans. Each Bank acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of an Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this Subsection by wire transfer of immediately available funds, in the same manner as provided in Section 2.21 with respect to Loans made by such Bank (and Section 2.22 shall apply to the payment obligations of the Banks), and the Agent shall promptly pay to the Swingline Bank the amounts so received by it from the Banks. The Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Agent and not to the Swingline Bank. Any amounts received by the Swingline Bank from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Bank of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Banks that shall have made their payments pursuant to this Subsection and to the Swingline Bank, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this Subsection shall not relieve the Borrower of any default in the payment thereof. Notwithstanding the foregoing, a Bank shall not have any obligation to acquire a participation in a Swingline Loan pursuant to this Subsection if an Event of Default shall have occurred and be continuing at the time such Swingline Loan was made and such Bank shall have notified the Swingline Bank in writing, at least one Business Day prior to the time such Swingline Loan was made, that such Event of Default has occurred and that such Bank will not acquire participations in Swingline Loans made while such Event of Default is continuing.

          (b) Swingline Advances. Each Swingline Advance shall be made, to the extent that the Swingline Bank is so obligated under Section 2.05(a), on a Request for Advance from the Borrower to

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the Agent delivered before 12:00 P.M. (Minneapolis, Minnesota time) on the date of such Swingline Advance, specifying the amount of such Swingline Advance. Any Request for Advance applicable to a Swingline Advance received after 12:00 P.M. (Minneapolis, Minnesota time) shall be deemed to have been received and be effective on the next Business Day. The amount of each Swingline Advance made hereunder shall, subject to the terms and conditions of this Agreement, be made available to the Borrower by (i) depositing the same, in same day funds, in an account of the Borrower or (ii) wire transferring such funds to a Person or Persons designated by the Borrower in writing.

          (c) Minimum Amounts. Each Swingline Advance shall be in a minimum amount equal to Fifty Thousand and No/100 Dollars ($50,000.00).

          (d) Repayment of Swingline Loan. The Borrower shall pay to the Agent for the account of the Swingline Bank the outstanding principal amount of each Swingline Advance on the earlier of (i) the Term Revolving Loan Termination Date, (ii) the Revolving Line of Credit Termination Date, or (iii) the date which is thirty (30) days after the Swingline Advance is made (the earliest of such date with respect to a Swingline Advance herein the “Swingline Maturity”). Subject to the other terms and conditions of this Agreement, the Borrower may repay a Swingline Advance on its Swingline Maturity or at any time prior thereto by requesting a Revolving Advance in accordance with Sections 2.04(e) or 2.05(e) with the proceeds thereof payable to the Swingline Bank for its own account or by using cash on hand. The Swingline Bank, at any time in its sole and absolute discretion and whether or not a Swingline Maturity shall have occurred, may require that each other Bank fund its participation in the then outstanding principal amount of all Swingline Advances by giving each other Bank notice thereof as set forth herein above. Additionally, if the Borrower shall not have repaid a Swingline Advance by 12:00 P.M. (Minneapolis, Minnesota time) on the corresponding Swingline Maturity, the Swingline Bank will notify each Bank of the aggregate principal amount of the Swingline Advance which has not been repaid. Upon the giving of any notice by the Swingline Bank under either of the preceding two sentences, each such Bank shall make available to the Swingline Bank, in immediately available funds, an amount equal to its Pro Rata Share of the aggregate principal amount of the Swingline Advance or Swingline Advances subject to such notice by not later than 3:00 P.M. (Minneapolis, Minnesota time) on the date such notice is received if such notice is received by 12:00 P.M., or by 11:00 A.M. (Minneapolis, Minnesota time) on the next Business Day if such notice is received after 12:00 P.M. (Minneapolis, Minnesota time), whether or not the conditions to an Advance under Article III are satisfied.

          (e) Swingline Interest Rate. The Swingline Loan shall bear interest at a rate equal to the LIBOR Rate plus two hundred ninety (290) basis points. The rate of interest due hereunder shall initially be determined as of the date of each Swingline Advance and shall thereafter be initially adjusted on the first day of the immediately succeeding calendar month. All such adjustments to the rate of interest shall be made and become effective as of the first Adjustment Date following each Swingline Advance. All such adjustments to said rate shall be made and become effective as of each subsequent Adjustment Date, and said rate as adjusted shall remain in effect until and including the day immediately preceding the next Adjustment Date. Interest hereunder shall be computed on the basis of a year of three hundred sixty five (365) days, but charged for actual days principal is outstanding. In no event shall the applicable rate exceed the Maximum Rate.

     Section 2.07. Evidence of Debt. The extension of credit made by each Bank shall be evidenced by one or more accounts or records maintained by such Bank and by the Agent in the ordinary course of business. The accounts or records maintained by the Agent and each Bank shall be prima facie evidence of the amount of the credit extensions made by the Banks to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise

affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Bank and the accounts and records of the Agent in respect of such matters, the accounts and records of the Agent shall control in the absence of manifest error. Upon the request of any Bank made through the Agent, the Borrower shall execute and deliver to such Bank (through the Agent) a promissory note in the form attached as Exhibits E, G, or H which shall evidence such Bank’s loans in addition to such accounts or records. Each Bank may attach schedules to its Note and endorse thereon the date, amount and maturity of its loans and payments with respect thereto. Upon the termination of the Commitments and repayment of all Obligations hereunder, each Bank shall, at the request of the Borrower (and at the Borrower’s expense), return to the Borrower the Note or Notes evidencing such Bank’s loans marked “cancelled.”

     Section 2.08. Letters of Credit. All Letters of Credit that are issued under this Agreement are subject to the following:

          (a) Letter of Credit Request Procedure. The Borrower shall give the Agent and the Issuer irrevocable prior notice (effective upon receipt) on or before 12:00 P.M. (Minneapolis, Minnesota time) on a Business Day which is at least three (3) Business Days (or such shorter period as may be agreed by the Issuer) prior to the date of the requested issuance of a Letter of Credit specifying the requested amount, the beneficiary of each Letter of Credit to be issued, the expiry date and issuance date of each Letter of Credit to be issued, and the nature of the transactions to be supported thereby. Any such notice received after 12:00 P.M. (Minneapolis, Minnesota time) on a Business Day shall be deemed to have been received and be effective on the next Business Day. Upon receipt of such notice, the Agent shall promptly notify each Bank of the face amount and expiry date of such Letter of Credit and of such Bank’s Pro Rata Share of the amount of the proposed Letter of Credit. The Issuer shall provide a Bank a copy of each Letter of Credit it has issued hereunder upon such Bank’s request. Each Letter of Credit shall be substantially in the form of Exhibit I, or otherwise shall be satisfactory in form and substance to the Agent, the Borrower, and the Issuer, shall be payable in U.S. dollars, and shall be issued pursuant to such documentation as the Issuer may require, including the Issuer’s standard form letter of credit request and reimbursement agreement; provided that, in the event of any conflict between the terms of such credit request and reimbursement agreement and the other Loan Documents, the terms of the other Loan Documents shall control.

          (b) Banks’ Pro Rata Shares. Upon the date of issue of a Letter of Credit, the Issuer shall be deemed, without further action by any party hereto, to have sold to each other Bank, and each other Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuer a participation to the extent of such Bank’s Pro Rata Share in such Letter of Credit and the related Letter of Credit Liabilities.

          (c) Letter of Credit Fees. The Borrower shall pay to the Agent for the account of each Bank an irrevocable letter of credit fee on each such Bank’s Pro Rata Share of the maximum amount available for drawings under each Letter of Credit, such letter of credit fee (i) to be in an amount equal to one hundred fifty (150) basis points, on an annualized basis, of the maximum amount available to be drawn under such Letter of Credit on the date of calculation of such fee, and (ii) to be paid on the date of issuance of such Letter of Credit and on each anniversary date of the date of issuance of such Letter of Credit for so long as such letter of Credit remains outstanding. After receiving any payment of any letter of credit fees under this Subsection (c), the Agent will promptly pay to each Bank the letter of credit fees then due such Bank. With respect to each Letter of Credit, the Borrower shall also pay to the Issuer for its account only all reasonable fees, costs, and expenses of the Issuer arising in connection with any Letter of Credit, including the Issuer’s customary fees for amendments, transfers, and drawings on Letters of Credit.

          (d) Reimbursements. After receipt of the notice delivered pursuant to Section 2.21 with respect to a Letter of Credit, the Borrower shall be irrevocably and unconditionally obligated to reimburse the Banks for any amounts paid by the Banks upon any demand for payment or drawing under the applicable Letter of Credit, without presentment, demand, protest, or other formalities of any kind other than the notice required by Section 2.21. Such reimbursement shall occur no later than 3:00 P.M. (Minneapolis, Minnesota time) three (3) Business Days after the date of payment under the applicable Letter of Credit if the notice under Section 2.21 is received by 12:00 P.M. (Minneapolis, Minnesota time) on such date or by 11:00 A.M. (Minneapolis, Minnesota time) four (4) Business Days after the date of such payment, if such notice is received after 12:00 P.M. (Minneapolis, Minnesota time). All payments made pursuant to Section 2.05(j) with proceeds of Revolving Loans made pursuant thereto shall constitute satisfaction of the Borrower’s reimbursement obligation hereunder to the extent of such Revolving Loans. All payments on the Reimbursement Obligations (including any interest earned thereon) shall be made to the Agent for the account of the Banks in U.S. dollars and in immediately available funds, without set-off, deduction, or counterclaim.

          (e) Reimbursement Obligations Absolute. The Reimbursement Obligations of the Borrower under this Agreement shall be absolute, unconditional, and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever and the Borrower hereby waives any defense to the payment of the Reimbursement Obligations based on any circumstance whatsoever, including, in any case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit or any other Loan Document; (ii) any amendment or waiver of or any consent to departure from any Loan Document; (iii) the existence of any claim, set-off, counterclaim, defense, or other rights which the Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, the Agent, the Issuer, the Banks or any other Person, whether in connection with any Loan Document or any unrelated transaction; (iv) any statement, draft, or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (v) payment by the Issuer under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (vi) any other circumstance whatsoever, whether or not similar to any of the foregoing; provided that Reimbursement Obligations with respect to a Letter of Credit may be subject to avoidance by the Borrower if the Borrower proves in a final non-appealable judgment that it was damaged and that such damage arose directly from the Issuer’s willful misconduct or gross negligence.

          (f) Issuer Responsibility. The Borrower assumes all risks of the acts or omissions of any beneficiary of any Letter of Credit with respect to its use of such Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it shall have against the beneficiary, at law or under any other agreement.. None of the Agent, the Issuer, the other Banks, or any of their respective officers or directors shall have any responsibility or liability to the Borrower or any other Person for: (i) the failure of any draft to bear any reference or adequate reference to any Letter of Credit, or the failure of any documents to accompany any draft at negotiation, or the failure of any Person to surrender or to take up any Letter of Credit or to send documents apart from drafts as required by the terms of any Letter of Credit, or the failure of any Person to note the amount of any instrument on any Letter of Credit, each of which requirements, if contained in any Letter of Credit itself, it is agreed may be waived by the Issuer; (ii) errors, omissions, interruptions, or delays in transmission or delivery of any messages; (iii) the validity, sufficiency, or genuineness of any draft or other document, or any endorsement(s) thereon, even if any such draft, document or endorsement should in fact prove to be in any and all respects invalid, insufficient, fraudulent, or forged or any statement therein is untrue or inaccurate in any respect; (iv) the payment by the Issuer to the beneficiary

of any Letter of Credit against presentation of any draft or other document that does not comply with the terms of the Letter of Credit; or (v) any other circumstance whatsoever in making or failing to make any payment under a Letter of Credit. The Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. Notwithstanding anything to the contrary contained in this Section 2.08, Borrower shall retain any and all rights it may have against any Issuer for any liability arising out of the gross negligence or willful misconduct of such Issuer.

          (g) Replacement of Issuer. The Issuer may be replaced at any time by written agreement among the Borrower, the Agent, and the successor Issuer, and if requested by the Agent the Issuer. The Agent shall notify the Banks of any such replacement of the Issuer. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuer pursuant to Section 2.08(c). From and after the effective date of any such replacement, (i) the successor Issuer shall have all the rights and obligations of the Issuer under this Agreement with respect to Letters of Credit to be issued thereafter, and (ii) references herein to the term “Issuer” shall be deemed to refer to such successor or to any previous Issuer, or to such successor and all previous Issuers, as the context shall require. After the replacement of an Issuer hereunder, the replaced Issuer shall remain a party hereto and shall continue to have all the rights and obligations of an Issuer under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

     Section 2.09. Obligations Several. The failure of any Bank to make its pro rata share of any Advance required to be made by it shall not relieve any other Bank of its obligation, if any, under this Agreement to make its pro rata share of any Advance required to be made by it, but no Bank shall be responsible for the failure of any other Bank to make any portion of an Advance required to be made by such other Bank.

     Section 2.10. Non-Receipt of Funds by the Agent. Unless the Agent shall have been notified by a Bank or the Borrower (the “Payor”) prior to the date on which such Bank is to make payment to the Agent hereunder or the Borrower is to make a payment to the Agent for the account of one or more of the Banks, as the case may be (such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to the Agent, the Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if the Payor has not in fact made the Required Payment to the Agent, (a) the recipient of such payment shall, on demand, pay to the Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such period, and (b) the Agent shall be entitled to offset against any and all sums to be paid to such recipient, the amount calculated in accordance with the foregoing clause (a).

     Section 2.11. Adjustments to Interest Rate. Notwithstanding any other provision of this Agreement, the Notes, or the Loan Documents, after the Conversion Date, the rate of interest under any Loan which bears interest at a variable rate, shall be adjusted according to the following schedule should the Owner’s Equity of the Borrower achieve the levels set forth below:

Owner’s Equity		Interest Rate
Greater than 50.00% and less than 60.00%		Applicable LIBOR Rate plus 265 basis points
Greater than or equal to 60.00% and less than 70.00%		Applicable LIBOR Rate plus 235 basis points
Greater than 70.00%		Applicable LIBOR Rate plus 200 basis points
Greater than or equal to 60.00% and total Debt/EBITDA is less than or equal to 1.00		Applicable LIBOR Rate plus 200 basis points
Greater than or equal to 70.00% and total Debt/EBITDA is less than or equal to 1.00		Applicable LIBOR Rate plus 150 basis points

Upon delivery of the fiscal year end audited Financial Statements and the Compliance Certificate pursuant to Section 5.01(c)(i) beginning with the first fiscal year end after the Conversion Date, the rate of interest shall automatically be adjusted in accordance with the Owner’s Equity set forth therein and the rates set forth above. Such automatic adjustment to the rate of interest shall take effect as of the first Business Day of the month following the month in which the Agent received the fiscal year end audited Financial Statements and related Compliance Certificate. With respect to this Section 2.11, the term “Adjustment Date” shall mean each such Business Day when such rates, margins or fees change pursuant to the immediately prior sentence or the next following sentence. If the Borrower fails to deliver such Compliance Certificate which so sets forth the Owner’s Equity within the period of time required by Section 5.01(c)(i) or if any Event of Default occurs, the rate of interest shall automatically be adjusted to a rate equal to the applicable LIBOR Rate plus two hundred ninety (290) basis points, such automatic adjustments: (a) to take effect as of the first Business Day after the last day on which the Borrower was required to deliver the applicable Compliance Certificate in accordance with Section 5.01(c)(i) hereof or in the case of an Event of Default, on the date the written notice thereof is given to the Borrower; and (b) to remain in effect until subsequently adjusted in accordance herewith upon the delivery of such Compliance Certificate or, in the case of an Event of Default, on the date on which such Event of Default has been waived or cured.

     Section 2.12. Changes in Law Rendering Certain LIBOR Rate Loans Unlawful. In the event that any change in any applicable law (including the adoption of any new applicable law) or any change in the interpretation of any applicable law by any judicial, governmental or other regulatory body charged with the interpretation, implementation or administration thereof, should make it (or in the good-faith judgment of the Agent should raise a substantial question as to whether it is) unlawful for the Banks to make, maintain or fund LIBOR Rate Loans, then: (a) the Agent shall promptly notify each of the other parties hereto; and (b) the obligation of the Banks to make LIBOR Rate Loans of such type shall, upon the effectiveness of such event, be suspended for the duration of such unlawfulness. During the period of any suspension, the Banks shall make loans to the Borrower that are deemed lawful and that as closely as possible reflect the terms of this Agreement.

     Section 2.13. Payments and Computations.

          (a) Method of Payment. Except as otherwise expressly provided herein, all payments of principal, interest, and other amounts to be made by the Borrower under the Loan Documents shall be made to the Agent for the account of the Banks in U.S. dollars and in immediately available funds, subject to Sections 2.17 and 2.18, without set-off, deduction, or counterclaim, not later than 12:00 P.M. (Minneapolis, Minnesota time) on the date on which such payment shall become due

(each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). The Borrower shall, at the time of making each such payment, specify to the Agent the sums payable under the Loan Documents to which such payment is to be applied and in the event that the Borrower fails to so specify or if an Event of Default exists, the Agent may apply such payment and any proceeds of any Collateral to the Loan Obligations in such order and manner as it may elect in its sole discretion.

          (b) Application of Funds. The Agent may apply all payments received from the Guarantor for the benefit of the Borrower to the Loan Obligations in such order and manner as the Agent may elect in its sole discretion; provided that any payments received from any guarantor or from any disposition of any Collateral provided by such guarantor shall only be applied against obligations guaranteed by such guarantor.

          (c) Payments on a Non-Business Day. Whenever any payment under any Loan Document shall be stated to be due on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of interest and fees, as the case may be.

          (d) Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Advance shall be made by the Banks, and each payment of fees under Section 2.08(c) and Section 2.27 shall be made for the account of the Banks pro rata according to their respective Pro Rata Share; (ii) each payment and prepayment of principal of or interest on Advances or Reimbursement Obligations by the Borrower (including payments made under Section 2.06) shall be made to the Agent for the account of the Agent or the Banks holding such Advances or Reimbursement Obligations (or participation interests therein) pro rata in accordance with the respective unpaid principal amounts of such Advances or funded participation interests held by such Banks (provided that only the Swingline Bank shall be entitled to principal and interest on the Swingline Advances unless the other Banks have funded their participations therein and the Issuer shall be entitled to principal and interest on the Reimbursement Obligations unless the other Banks have funded their participations therein); (iii) the Banks (other than the Issuer) shall purchase from the Issuer participations in the Letters of Credit pro rata according to their respective Pro Rata Shares; and (iv) the Banks (other than the Swingline Bank) shall purchase from the Swingline Bank participations in the Swingline Advances pro rata according to their respective Pro Rata Shares.

          (e) Proceeds of Collateral. All proceeds received by the Agent for the account of the Banks from the sale or other liquidation of the Collateral when an Event of Default exists shall first be applied as payment of the accrued and unpaid fees and expenses of the Agent and the Banks hereunder, including under Section 8.04 and then to all other unpaid or unreimbursed Loan Obligations (including reasonable attorneys’ fees and expenses) owing to the Agent or the Banks and then any remaining amount of such proceeds shall be applied to the unpaid amounts of Loan Obligations, until all the Loan Obligations have been paid and satisfied in full or cash collateralized. After all the Loan Obligations (other than contingent indemnification obligations not then due) have been paid and satisfied in full and all Commitments terminated, any remaining proceeds of Collateral shall be delivered to the Person entitled thereto as directed by the Borrower or as otherwise determined by applicable law or applicable court order.

          (f) Noncash Proceeds. Notwithstanding anything contained herein to the contrary, if the Agent shall ever acquire any Collateral through foreclosure or by a conveyance in lieu of foreclosure or by retaining any of the Collateral in satisfaction of all or part of the Loan Obligations or if any proceeds of Collateral received by the Agent to be distributed and shared pursuant to Section 2.13(e) are in a form other than immediately available funds, the Agent shall not be required to remit any share

thereof under the terms hereof and the Banks shall only be entitled to their undivided interests in the Collateral or noncash proceeds as determined by this Section 2.13(f). The Banks shall receive the applicable portions (in accordance with Section 2.13(e)) of any immediately available funds consisting of proceeds from such Collateral or proceeds of such noncash proceeds so acquired only if and when received by the Agent in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to Section 2.13(e) is held by the Agent pursuant to this Section 2.13(f), the Agent shall hold such Collateral or other property for the benefit of the Banks and all matters relating to the management, operation, further disposition or any other aspect of such Collateral or other property shall be resolved by the agreement of the Required Banks.

          (g) Return of Proceeds. If at any time payment, in whole or in part, of any amount distributed by the Agent hereunder is rescinded or must otherwise be restored or returned by the Agent as a preference, fraudulent conveyance, or otherwise under any bankruptcy, insolvency, or similar law, then each Person receiving any portion of such amount agrees, upon demand, to return the portion of such amount it has received to the Agent.

          (h) Sharing of Payments. If a Bank shall obtain payment of any principal of or interest on any of the Loan Obligations owed to such Bank hereunder directly (and not through the Agent) through the exercise of any right of set-off, banker’s lien, counterclaim or similar right, or otherwise, such Bank shall promptly purchase from the other Banks participations in the Loan Obligations owed hereunder held by the other Banks in such amounts, and make such other adjustments from time to time as shall be equitable to the end that all the Banks shall share the benefit of such payment pro rata in accordance with the unpaid principal of and interest on the Loan Obligations then owed hereunder to each of them. To such end, all of the Banks shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if all or any portion of such excess payment is thereafter rescinded or must otherwise be restored. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Bank so purchasing a participation in the Loan Obligations held by the other Banks may exercise all rights of set-off, banker’s lien, counterclaim, or similar rights with respect to such participation as fully as if such Bank were a direct holder of the Loan Obligations in the amount of such participation. Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

          (i) Computations. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days lapsed over a year of three hundred sixty five (365) days, as appropriate. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

     Section 2.14. Default Interest. In addition to the rights and remedies set forth in this Agreement and the Loan Documents: (a) if the Borrower fails to make any payment to the Agent for the account of the Banks when due, then at the Agent’s option in each instance upon notice to the Borrower, the overdue Loan Obligations shall bear interest from the date due to the date paid at two percent (2%) per annum in excess of the rate of interest that would otherwise be applicable to the Loan Obligation; (b) upon the occurrence and during the continuance of an Event of Default beyond any applicable cure period, if any, at the Agent’s option in each instance upon notice to the Borrower, the unpaid principal balances of the Loans shall bear interest from the date of the Event of Default or such later date as the Agent shall elect at two percent (2%) per annum in excess of the rate(s) of interest that would otherwise be in effect on the Loans under the terms of this Agreement; (c) after the maturity of any Loan, whether by reason of acceleration or otherwise, the unpaid principal balance of the Loan (including principal, interest, fees and expenses) shall automatically bear interest at two percent (2%) per annum in excess of

the rate of interest that would otherwise be in effect on the Loan under the terms of this Agreement. Interest payable at the Default Rate shall be payable from time to time on demand or, if not sooner demanded, on the last day of each calendar month.

     Section 2.15. Late Charge. If any payment due under this Agreement is not paid within ten (10) days of the due date thereof, the Borrower shall, in addition to such amount, pay on demand of the Agent a late charge equal to five percent (5%) of the amount of such payment.

     Section 2.16. Prepayment of Loans. The Borrower may, at anytime and from time to time, upon thirty (30) days advance written notice to the Agent or such shorter notice period agreed to by the Agent, prepay the outstanding amount of the Loans in whole or in part with accrued interest to the date of such prepayment on the amount prepaid, without penalty or premium, except as and to the extent specifically provided in this Section 2.16. In the event the Construction Loan, the Term Loan or the Term Revolving Loan is prepaid in whole, from the Closing Date through the first twenty-four (24) months after the Conversion Date, the Borrower shall pay a prepayment fee equal to the following specified percentage of the amount of principal prepaid:

Closing Date – Month 12 after Conversion Date			1.00	%
Months 13 – 24 after Conversion Date			0.50	%

Notwithstanding the foregoing, no prepayment fee shall be required if such prepayment is made pursuant to Section 2.25. Any prepayment does not otherwise affect Borrower’s obligation to pay any fees due under this Agreement. In addition, in the event any Loan is converted to a Fixed Rate Loan, the Borrower shall pay the prepayment fee applicable to that fixed interest rate, if any.

     Section 2.17. Withholding Taxes. (a) All payments by the Borrower of amounts payable under any Loan Document shall be payable without deduction for or on account of any present or future taxes, duties, or other charges levied or imposed by any governmental authority through withholding or deduction with respect to any such payments (but excluding (i) any tax imposed on or measured by the net income or profit of a Bank and (ii) any branch profits tax imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located) (all such taxes, duties or other charges, giving effect to the taxes excluded pursuant to the foregoing parenthetical herein the “Non-Excluded Taxes”). If any Non-Excluded Taxes are so levied or imposed, the Borrower shall make additional payments in such amounts so that every net payment of amounts payable by them under any Loan Document, after withholding or deduction for or on account of any Non-Excluded Taxes, will be equal to the amount provided for herein or therein; provided that the Borrower may withhold to the extent required by law and shall have no obligation to pay such additional amounts to any Bank to the extent that such Non-Excluded Taxes are (i) levied or imposed by reason of the failure or inability of such Bank to comply with the provisions of Section 2.18, (ii) United States withholding taxes imposed on amounts payable to such Bank at the time the Bank becomes a party to the Loan Documents, except to the extent that such Bank’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to this Section 2.17, (iii) backup withholding taxes under Section 3406 of the Code or (iv) taxes (including penalties or interest) that are attributable to a Bank’s or the Agent’s gross negligence or willful misconduct. The Borrower shall furnish promptly to the Agent for distribution to each affected Bank, as the case may be, official receipts evidencing any such withholding or reduction.

          (b) Refund. If the Agent or any Bank determines that it has received a refund of any taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.17, it shall pay over such refund to the Borrower (but only

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