1.4                                  “CLOSING” shall mean the date on which the BANK receives this AGREEMENT, executed by the BORROWER, together with the NOTES of BORROWER.

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1.7                                  “CONSTRUCTION NOTE” means the promissory note of the BORROWER which evidenced borrowings under the CONSTRUCTION LOAN of up to a maximum amount of Twenty Six Million Six Hundred Thousand ($26,600,000.00) Dollars.

1.8                                  “DEBT SERVICE” means the sum of a) interest expense attributable to all BORROWER’s loans and b) scheduled principal payments on all INDEBTEDNESS due within one year.

1.9                                  “DRAW REQUEST” means forms acceptable to the BANK to be submitted to the BANK when a disbursement is requested under the CONSTRUCTION NOTE.

1.10                            “EVENT OF DEFAULT” has the meaning provided for in Section 7 of this AGREEMENT.

1.11                            “EXCESS CASH FLOW” means net income plus interest expense, extraordinary loss, depreciation and amortization, less scheduled payments on the OBLIGATIONS and approved INDEBTEDNESS other than the OBLIGATIONS, capital expenditures, and any extraordinary gain.

1.12                            “GAAP” means generally accepted accounting principles, applied on a basis consistent with the accounting principles applied in the preparation of the annual financial statements of the BORROWER referred to in the Financial Condition Section of this AGREEMENT. All accounting terms not otherwise defined in this AGREEMENT have the meaning assigned to them in accordance with GAAP.

1.13                            “INDEBTEDNESS” means all indebtedness for borrowed money including long term debt, and capital leases.

1.14                            “INDEPENDENT INSPECTOR” means the firm which will was retained by BANK, at BORROWER’s cost, to conduct on site inspections of the work-in-progress on the PROJECT, and to issue periodic reports to BANK as to the progress of construction and adherence to the PLANS.

1.15                            “LOAN DOCUMENTS” means this AGREEMENT, any amendments to this AGREEMENT, any NOTES, and each document referred to in Section 4 of this AGREEMENT.

1.16                            “LOAN TERMINATION DATE” means the earliest to occur of the following:  (i) as to TERM NOTE 2 and TERM NOTE 5, September 1, 2011; as to the REVOLVING NOTE, May 17, 2010 (ii) the date the OBLIGATIONS are accelerated pursuant to this AGREEMENT, and (iii) the date BANK receives (a) notice in writing from BORROWER of BORROWER’s election to terminate this AGREEMENT and (b) indefeasible payment in full of the OBLIGATIONS.

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1.18                          “MARKETING CONTRACT” means that written contract between BORROWER and RPMG, Inc. by which the latter agreed to provide marketing services as to BORROWER’s products.

1.19                          “MORTGAGE” means the Mortgage between the BORROWER as mortgagor and the BANK as mortgagee, creating a first lien on the PROPERTY and a security interest in all of the personal property located thereon as security for payment of the OBLIGATIONS in a form acceptable to the BANK.

1.20                          “NET WORTH” means total assets less total liabilities and less the following types of assets: (1) leasehold improvements; (2) receivables and other investments in or amounts due from any member, employee or other person or entity related to or affiliated with the BORROWER; (3) goodwill, patents, copyrights, mailing lists, trade names, trademarks, servicing rights, organizational and franchise costs, bond underwriting costs and other like assets properly classified as intangible, and (4) treasury stock or treasury membership units.

1.21                          “OBLIGATIONS” means the obligation of the BORROWER:

(A)                               To pay the principal of, and interest on, the CONSTRUCTION NOTE together with each other NOTE in favor of BANK, all in accordance with the terms thereof and to satisfy all of its other liabilities to the BANK, whether hereunder or otherwise, whether now existing or hereafter incurred, matured or unmatured, direct or contingent, joint or several, including any extensions, modifications, renewals thereof, and substitutions therefor and including, but not limited to, any obligations under letter of credit agreements;

(B)                                 To repay to the BANK all amounts advanced by the BANK hereunder or otherwise on behalf of the BORROWER, including, but without limitation, advances for principal or interest payments to prior secured parties, mortgagees, or licensers, or taxes, levies, insurance, rent, or repairs to, or maintenance or storage of, any of the real or personal property securing BORROWER’s payment and performance of this AGREEMENT; and

(C)                                 To reimburse the BANK, on demand, for all of the BANK’s expenses and costs, including the reasonable fees and expenses of its counsel, in connection with the preparation, administration, amendment, modification, or enforcement of this AGREEMENT and the documents required hereunder, including, without limitation, any proceeding brought or threatened, to enforce payment of any of the OBLIGATIONS referred to in the foregoing Paragraphs (A) and (B).

1.22                          “OPERATING CASH FLOW” means operating revenue (excluding extra-ordinary revenues or income not derived from the ordinary course of business) less all direct operating expenses other than interest expense (other than interest on accounts payable), depreciation and other similar non-cash charges, interest, and income taxes.

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1.23                          “PERMIT” or “PERMITS” means any permit, and all permits, required under any environmental law or regulation required to construct and operate the facility on the PROPERTY after completion of the PROJECT at its operational capacity, including without limitation the following:

(a)                                   an Air Emissions Permit, which PERMIT will allow the BORROWER to operate the facility on the PROPERTY after construction of the PROJECT at maximum capacity.

(b)                                  All permits required in connection with the construction and operation of all above ground storage tanks included in the PLANS for the facility on the PROPERTY after construction of the PROJECT.

(c)                                   A National Pollution Discharge Elimination System Construction Permit for any storm water that is discharged from the facility on the PROPERTY during construction and after construction of the PROJECT.

1.24                          “PLANS” means the plans and specifications prepared by the GENERAL CONTRACTOR for the PROJECT and identified to this AGREEMENT by the GENERAL CONTRACTOR, the BORROWER and the BANK.

1.25                          “PROJECT” means the design and construction of an ethanol plant, together with all necessary and appropriate fixtures, equipment, attachments, and accessories, as described in the PLANS, to be constructed on the PROPERTY.

1.26                          “SECURITY AGREEMENT” means the SECURITY AGREEMENT between the BORROWER and the BANK, creating a first security interest in all BORROWER’s assets, including all personal property and General Intangibles, securing the OBLIGATIONS in a form acceptable to the BANK.

1.27                          “SUBCONTRACTOR” means any person who agrees with the GENERAL CONTRACTOR to perform any work or supply any of the materials or equipment necessary to complete the PROJECT.

1.28                          “WORKING CAPITAL” means current assets (less investments in or other amounts due from any member, employee or any person or entity related to or affiliated with the BORROWER and prepayments) less current liabilities (less any portion of such current liabilities that constitute debt that is expressly subordinated to the BANK in a writing acceptable to the BANK) plus the amount available to BORROWER for drawing under TERM NOTE 5.

1.29                          “REVOLVING NOTE” means that promissory note of BORROWER to BANK evidencing the revolving credit facility described in Section 2.2 of this AGREEMENT, its renewals, modifications and extensions.

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1.30                          “BORROWING BASE” means the lesser of:

A.                                    $4,000,000.00, less the amount of any Letters of Credit issued and outstanding on BORROWER’s account, or

B.                                      The aggregate of (i) 75% of BORROWER’s Inventory of corn or milo, at current value on the date reported, plus (ii)  75% of BORROWER’s Finished Goods - Distiller’s Grains Inventory, at current value on the date reported, plus (iii) 75% of BORROWER’s Finished Goods-Ethanol Inventory, valued at the lower of cost or market on the date reported, plus (iv) 75% of the amount of BORROWER’s Ethanol or Distiller’s Grains Accounts aged thirty days or less, and (v) 75% of the amount of BORROWER’s current State or Federal Incentives Accounts Receivable aged less than 120 days, excluding any Accounts reasonably deemed ineligible by BANK.

SECTION 2 Amount and Terms of the LOANS.

2.1                                TERM NOTES.  The BORROWER has previously delivered to BANK two term promissory notes, referred to herein as TERM NOTE 2, and TERM NOTE 5 (collectively called “TERM NOTES”).  Interest shall accrue as set forth in the TERM NOTES.  Payment of principal and interest on TERM NOTE 2 shall be as specified in TERM NOTE 2.  On the first day of each calendar quarter, commencing July 1, 2009, BORROWER shall pay interest to BANK on TERM NOTE 5,. All unpaid principal and accrued interest shall be due and payable on LOAN TERMINATION DATE, if not sooner paid.

2.2                                REVOLVING LOAN.  BANK agrees to lend $4,000,000.00 to BORROWER pursuant to this facility.  BANK will credit proceeds of this revolving loan (“REVOLVING LOAN”) to BORROWER’s deposit account with the BANK, bearing number 22673981.

2.2.1                         Subject to the terms hereof, the BANK will lend the BORROWER, from time to time until the LOAN TERMINATION DATE such sums in integral multiples of $10,000.00 as the BORROWER may request by reasonable same day notice to the BANK, received by the BANK not later than 11:00 A.M. of such day, but which shall not exceed in the aggregate principal amount at any one time outstanding, $4,000,000.00 (the “LOAN COMMITMENT”).  The BORROWER may borrow, repay without penalty or premium and reborrow hereunder, from the date of this AGREEMENT until the LOAN TERMINATION DATE, either the full amount of the LOAN COMMITMENT or any lesser sum which is $10,000.00 or an integral multiple thereof.  It is the intention of the parties that the outstanding balance of the REVOLVING LOAN shall not exceed the BORROWING BASE, and if at any time said balance exceeds the BORROWING BASE, BORROWER shall forthwith pay BANK sufficient funds to reduce the balance of the REVOLVING LOAN until it is in compliance with this requirement.

2.3                                THE REVOLVING NOTE.  The LOAN COMMITMENT shall be evidenced by a REVOLVING NOTE.  Principal and interest shall be payable according to the repayment schedule

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and interest rate accrual as described in the REVOLVING NOTE.  The balance will be due and payable on LOAN TERMINATION DATE.

2.4                                Payments.  All principal, interest and fees due under this AGREEMENT, the REVOLVING NOTE, the TERM NOTES and the LOAN DOCUMENTS shall be paid in immediately available funds and no later than the payment due date set forth in the monthly statement mailed to the BORROWER by the BANK.  Should a payment come due on a day other than a BANKING DAY, then the payment shall be made no later than the next BANKING DAY and interest shall continue to accrue during the extended period.

2.5                                Fees.  BORROWER agrees to pay BANK unused commitment fees equal to 50 basis points of the unused portion of the REVOLVING LOAN, and equal to 50 basis points of the unused portion of TERM LOAN 5, with such fees payable quarterly in arrears.

2.6                                Incentive Pricing.  The interest rates applicable to TERM NOTE 5 and the REVOLVING LOAN are subject to adjustment as set forth in the NOTES.

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SECTION 4 Conditions of Lending .

4.1                                Conditions Precedent to the Initial Disbursement .  BORROWER previously provided the following documents to BANK:

4.1.1                         Th