EX-10.6 ADMINISTRATIVE AGENCY AGREEMENT

EXHIBIT 10.6

ADMINISTRATIVE AGENCY AGREEMENT

THIS ADMINISTRATIVE AGENCY AGREEMENT is entered into as of the 20th day of November, 2006, among FARM CREDIT SERVICES OF AMERICA, FLCA (“Farm Credit”), COBANK, ACB (“CoBank”) and ABE FAIRMONT, LLC, Fairmont, Nebraska, a Delaware limited liability company (“Borrower”).

RECITALS

A. Farm Credit intends to extend financing to Borrower, which financing will consist of a Master Loan Agreement (“MLA”), a Construction and Term Loan Supplement in the amount of $6,500,000.00 (“Term Loan”) and a Construction and Revolving Term Loan Supplement in the amount of $4,000,000.00 (“Term Revolver”). The MLA, Term Loan and Term Revolver are hereinafter referred to as the “Loan Documents.”

B. Farm Credit has agreed to sell a participation interest in the Loan Documents on the closing of the loans contemplated therein to CoBank (a participation interest up to and including 100%).

C. In recognition of its participation interest and its experience in the types of loans contemplated herein, CoBank has agreed to undertake the initial drafting of the Loan Documents and related security documentation (“Security Documents”) and has agreed to undertake the obligations as administrative agent for these loans.

D. Farm Credit desires to enter into this agreement in order to appoint CoBank as administrative agent for the Loan Documents and Security Documents. Hereafter, unless otherwise indicated, “Loan Documents” shall also mean the Security Documents.

NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party, the parties hereto agree as follows:

1. Appointment, Powers and Immunities of Administrative Agent. Farm Credit hereby appoints and authorizes CoBank to act as its agent under the Loan Documents and under the Security Documents (in such capacity the “Administrative Agent”) with such powers as are specifically delegated to such Administrative Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. Farm Credit also agrees that as part of CoBank’s duties as Administrative Agent, CoBank shall, on Farm Credit’s behalf, perform the loan servicing duties of the “Lead” as such duties are described in the Participation Agreement dated January 12, 1996, between Farm Credit (formerly Farm Credit Services of the Midlands, FLCA) and CoBank, ACB, as amended or replaced from time to time (the “Participation Agreement”). The Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Agreement, the Loan Documents, and the Participation Agreement, and shall not by reason of this Agreement be a trustee or fiduciary for Farm Credit; provided, however, the Administrative Agent shall administer its duties and responsibilities in accordance with its customary practices and procedures with respect to similar loans for its own account. The Administrative Agent shall not be responsible to Farm Credit for any recitals, statements, representations or warranties made by Borrower or any officer or official of Borrower or any other person contained in this Agreement or any other Loan Document, or in any certificate or other document or instrument referred to or provided for in, or received by Farm Credit or the Administrative Agent under, this Agreement or any other Loan Document, or for the value, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or the Loan Documents or any other document or instrument referred to or provided for herein or therein, or for any failure by Borrower to perform any of its obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible, except as to money or securities received by it or its authorized agents, for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. Neither the Administrative Agent nor any of its respective directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or under the Loan Documents or Security Documents or in connection herewith or therewith, except for its material breach of contract or for its or their own gross negligence or willful misconduct. Borrower shall pay any fee agreed to by Borrower and the Administrative Agent with respect to the Administrative Agent’s services hereunder. Borrower acknowledges the appointment of the Administrative Agent and agrees to be bound by the terms of this Agreement.

2. Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon any certification, notice or other communication (including any thereof by telephone, telex, facsimile, telegram or cable) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper person or persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the Administrative Agent.

3. Defaults. The Administrative Agent shall not be deemed to have knowledge of the occurrence of a Potential Default or Event of Default, as those terms are defined in the MLA, unless the Administrative Agent has received notice from Farm Credit or Borrower specifying such Potential Default or Event of Default and stating that such notice is a “Notice of Default.” In the event that the Administrative Agent receives such a Notice of Default from Borrower, the Administrative Agent shall give prompt notice thereof to Farm Credit. The Administrative Agent shall take such action with respect to such Potential Default or Event of Default which is continuing as determined by the parties under the Participation Agreement. The Administrative Agent shall not be required to take any action which it determines to be contrary to Law.

4. Indemnification of Administrative Agent. Farm Credit agrees to indemnify the Administrative Agent (to the extent not reimbursed under the applicable provisions of the Loan Documents), for its pro rata participation share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever (including reasonable attorneys’ fees) which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of Loan Documents, or any other documents contemplated by or referred to therein, or the transactions conte