FIFTH SUPPLEMENT AND FORBEARANCE AGREEMENT TO THE MASTER CREDIT AGREEMENT

THIS FIFTH SUPPLEMENT AND FORBEARANCE AGREEMENT TO THE MASTER CREDIT AGREEMENT ( � Fifth Supplement � )   is made and entered into as of September 30, 2009 ( � Effective Date � ), by and between NEDAK ETHANOL, LLC, a Nebraska limited liability company ( � Borrower � ), and AGCOUNTRY FARM CREDIT SERVICES, FLCA (formerly Farm Credit Services of Grand Forks, FLCA) ( � Lender � ).

A.           Lender and Borrower have entered into that certain Master Credit Agreement dated as of February 14, 2007 (the � Master Credit Agreement � ), that certain First Supplement to Master Credit Agreement dated as of February 14, 2007 (the � First Supplement � ), that certain Second Supplement to Master Credit Agreement dated as of February 14, 2007 ( � Second Supplement � ), and that certain Third Supplement and Forbearance Agreement to Master Credit Agreement dated as of April 11, 2008 ( � Third Supplement � ), that certain Fourth Supplement and Forbearance Agreement dated as of March 29, 2009 ( � Fourth Supplement � ), and together with the Master Credit Agreement, First Supplement, Second Supplement, Third Supplement, Fourth Supplement and this Fifth Supplement, as amended, replaced, restated, modified, or supplemented from time to time, are referred to as the ( � Master Agreement � ) pursuant to which Lender has extended certain credit facilities to Borrower under the terms and conditions set forth in the Master Agreement.  Capitalized terms not defined in this Fifth Supplement shall have the meaning provided in the Master Agreement.

B.           Borrower did not obtain mechanical completion, as defined in the Construction Agreement ( � Mechanical Completion � ), of the Project by or on July 15, 2008.

C.           Borrower did not achieve 100% name plate production for its ethanol facility or pass the required performance tests within 60 days after achieving Mechanical Completion.

D.           Borrower has not complied with any of the financial covenants set forth in Article V of the Master Credit Agreement.

E.           The failure to (i) meet the Mechanical Completion date, (ii) achieve 100% name plate production, and (iii) to comply with the financial covenants has created one or more defaults under the Master Agreement.

F.           In the letter dated February 11, 2009, Lender declared a Default by Borrower.

G.           Borrower acknowledges that Lender has determined that one or more defaults of the Master Agreement remain uncured, and that while Lender is not availing itself of remedies and actions that it is entitled to, the Lender does not waive its right to take such other and further action the Lender may deem necessary at any time, now or in the future.

H.           As additional collateral for the Loans, Borrower caused Delta-T and Bateman to provide a letter of credit confirmed by the FNBO for which Lender was a payment beneficiary

I.           As a condition to releasing the LOC Proceeds, Borrower and Lender desire to further amend the Master Agreement as set forth in this Fifth Supplement.

Now, therefore, in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree as follows:

A.             Effect of Fifth Supplement .   This Fifth Supplement supplements the Master Agreement (including the First Supplement, Second Supplement, Third Supplement and Fourth Supplement) and applies to all Loans thereunder.

B.             Amendments to Master Agreement .   The Master Agreement is amended as follows:

1.             Section 1.15 Loan Fee referred to in the Fourth Supplement (and previously identified as � Section 1.14 � in the Third Supplement)   is amended to require the first payment of $50,000 of the $250,000 Lender Fee on January 1, 2010 and quarterly payments of $50,000 thereafter until paid in full.

2.             Section 1.16 Restructure Fee is amended to require the Borrower to pay the $100,000 restructure fee on or before June 30, 2010.

3 .            Section 1.17 Collateral Repayment is added to read as follows:

Collateral Repayment .  If the Borrower obtains a USDA Business and Industry Loan Guarantee and if Borrower receives a $5.0 million working capital loan, then within ninety days of the receipt of the loan proceeds, the Borrower shall return the $2.0 million of LOC Proceeds provided to Borrower for the purchase of corn under this Fifth Supplement, with such funds to be available to Borrower to fund reserves required by the Master Agreement unless otherwise agreed by the parties.

4.             Article II, Section 2.1 of the Master Credit Agreement is amended to add the following conditions precedent:

(p)           Borrower shall have paid all legal fees and expenses due and owing to Lender under the Master Agreement and this Fifth Supplement.

(q)  &nbs