BOND TRUST INDENTURE

EXHIBIT 10.3

BOND TRUST INDENTURE

Between

Brown County, South Dakota

And

Wells Fargo Bank, National Association

as Bond Trustee

Dated as of October 1, 2007

$19,000,000

Brown County, South Dakota
Subordinate Solid Waste Facilities Revenue Bonds
(Heartland Grain Fuels, L.P. Ethanol Plant Project) Series 2007A

TABLE OF CONTENTS

i

ii

iii

iv

THIS BOND TRUST INDENTURE (this “Bond Indenture”), dated as of October 1, 2007, between the BROWN COUNTY, SOUTH DAKOTA, a public body corporate and politic and a political subdivision, created and existing under the laws of the State of South Dakota (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Bond Trustee”), duly established, existing and authorized to accept and execute trusts of the character herein set out under and by virtue of the laws of the United States of America. Capitalized terms used but not defined in the following recitals and granting clauses shall have the meanings given such terms in Article I hereof.

W I T N E S S E T H:

WHEREAS , the Issuer is a public body corporate and politic and a political subdivision duly and validly created and existing under the laws and constitution of the State of South Dakota and has all powers granted under the provisions of South Dakota Codified Laws Chapter 9-54, as supplemented and amended (the “Act”); and

WHEREAS, pursuant to the Act, the Issuer is authorized and empowered, among other things, to issue its revenue bonds for the purpose of financing “pollution control facilities” (within the meaning of the Act) within the territorial jurisdiction of the Issuer; and

WHEREAS, simultaneously with the execution and delivery of this Bond Indenture, the Issuer and Heartland Grain Fuels, L.P., a limited partnership organized and existing under the laws of the State of Delaware (the “Borrower”) which operates an ethanol production facility (the “Facility”) located in Brown County at 38469-133 ^nd   Street, Aberdeen, South Dakota 57401, have entered into a Loan Agreement (the “Loan Agreement”), pursuant to which the Borrower covenants, among other things, to make loan repayments in amounts and at times which will be sufficient to pay when due the principal of, premium, if any, and interest on the revenue bonds herein authorized; and

WHEREAS , the Borrower has requested the Issuer to issue its revenue anticipation certificates and lend the proceeds thereof to the Borrower for the purpose of providing funds which will be used, together with certain funds of the Borrower, to provide the amounts necessary to (i) pay the cost of the acquisition, construction and equipping of improvements to and expansion of the Facility consisting of certain Solid Waste Disposal Facilities (as herein defined which constitute a project within the meaning of the Act (the “Project”), including reimbursement to the Borrower of certain moneys previously spent with respect to the Project, (ii) fund a debt service reserve, (iii) pay interest on the revenue bonds during construction of the Project and (iv) pay certain expenses incurred in connection with the issuance of said revenue bonds; and

WHEREAS, the Issuer is authorized under the Act to issue its revenue bonds for the aforesaid purposes and the Issuer has determined that the public interest will be best served by the issuance of its revenue bonds in order to lend funds to the Borrower for such purposes; and

WHEREAS, the Issuer has determined that it will issue its revenue anticipation certificates, to be known as Brown County, South Dakota Subordinate Solid Waste Facilities Revenue Bonds (Heartland Grain Fuels, L.P. Ethanol Plant Project), Series 2007A (the “Series

1

2007A Bonds”), pursuant to the provisions of this Bond Indenture, for the purpose of providing the amounts necessary, together with certain funds of the Borrower, to (i) pay the costs of the Project, (ii) fund a debt service reserve, (iii) pay interest on the Series 2007A Bonds during construction of the Project and (iv) pay certain expenses incurred in connection with the issuance of the Series 2007A Bonds; and

WHEREAS , the execution and delivery of this Bond Indenture and the issuance of the Series 2007A Bonds have been in all respects duly and validly authorized by a resolution duly adopted by the Issuer; and

WHEREAS , the Series 2007A Bonds will be issued in substantially the form set forth in Exhibit A hereto, with necessary and appropriate variations, omissions and insertions as permitted or required by this Bond Indenture; and

WHEREAS all things necessary to make the Series 2007A Bonds, when authenticated by the Bond Trustee and issued as in this Bond Indenture provided, the valid, binding and legal obligations of the Issuer according to the import thereof, and to constitute this Bond Indenture a valid assignment and pledge of the payments and prepayments of the Borrower under the Loan Agreement to be applied to the payment of the principal of, premium, if any, and interest on the Series 2007A Bonds and a valid assignment of the rights of the Issuer under the Loan Agreement (excluding Unassigned Rights), have been done and performed, and the creation, execution and delivery of this Bond Indenture, and the creation, execution and issuance of the Series 2007A Bonds, subject to the terms hereof, have in all respects been duly authorized;

NOW, THEREFORE, THIS BOND INDENTURE WITNESSETH:

That the Issuer in consideration of the premises and of the purchase of the Series 2007A Bonds and of other good and lawful consideration, the receipt of which is hereby acknowledged, and to secure the payment of the principal of, premium, if any, and interest on the Series 2007A Bonds and the performance and observance of all of the covenants and conditions herein or therein contained, has executed and delivered this Bond Indenture and has conveyed, granted, assigned, transferred, pledged, set over and confirmed, and by these presents does hereby convey, grant, assign, transfer, pledge, set over and confirm, unto the Bond Trustee, its successor or successors and its or their assigns forever, a security interest in the property hereinafter described (said property being herein sometimes referred to as the “Trust Estate”) to wit:

2

GRANTING CLAUSES

DIVISION I

All right, title and interest of the Issuer in and to the Loan Agreement and the amounts payable to the Issuer thereunder (excluding Unassigned Rights);

DIVISION II

All right, title and interest of the Bond Trustee in and to the Bond Collateral Documents and all amounts realized from the enforcement thereof (excluding with respect to Unassigned Rights);

DIVISION III

Any and all other property of every kind and nature from time to time hereafter, by delivery or by writing of any kind, conveyed, pledged, assigned or transferred as and for additional security hereunder by the Issuer, the Borrower, or anyone on their behalf to the Bond Trustee, subject to the terms thereof, including without limitation funds of the Borrower held by the Bond Trustee in any of the funds and accounts established hereunder or otherwise as security for the Series 2007A Bonds and the Bond Proceeds Sub-Account established pursuant to the Accounts Agreement;

EXCEPTED PROPERTY

There is, however, expressly excepted and excluded from the lien and operation of this Bond Indenture amounts held by the Bond Trustee in the Rebate Fund established by this Bond Indenture;

TO HAVE AND TO HOLD, all and singular, the properties and the rights and privileges hereby conveyed, assigned and pledged by the Issuer or intended so to be, unto the Bond Trustee and its successors and assigns forever, in trust, nevertheless, for the equal and pro rata benefit and security of each and every holder of the Series 2007A Bonds issued and to be issued hereunder, without preference, priority or distinction as to participation in the benefit and protection hereof of one Series 2007A Bond over or from the others, by reason of priority in the issue or negotiation or maturity thereof, or for any other reason whatsoever, except as herein otherwise expressly provided, so that each and all of such Series 2007A Bonds shall have the same right, lien and privilege under this Bond Indenture and shall be equally secured hereby with the same effect as if the same had all been made, issued and negotiated simultaneously with the delivery hereof and were expressed to mature on one and the same date;

PROVIDED, NEVERTHELESS, and these presents are upon the express condition that if the Issuer or its successors or assigns shall well and truly pay or cause to be paid the principal of such Series 2007A Bonds with interest according to the provisions set forth in the Series 2007A Bonds and each of them or shall provide for the payment or redemption of such Series 2007A Bonds by depositing or causing to be deposited with the Bond Trustee the entire amount of funds or securities requisite for payment or redemption thereof when and as authorized by the provisions hereof, and shall also pay or cause to be paid all other sums payable hereunder by the

3

Issuer, then these presents and the estate and rights hereby granted shall cease, determine and become void, and thereupon the Bond Trustee, on payment of its lawful charges and disbursements then unpaid, on demand of the Issuer and upon the payment of the cost and expenses thereof, shall duly execute, acknowledge and deliver to the Issuer such instruments of satisfaction or release as may be necessary or proper to discharge this Bond Indenture, including if appropriate any required discharge of record, and if necessary shall grant, convey, reassign and deliver to the Issuer, its successors or assigns, all and singular the property, rights, privileges and interests by it hereby granted, conveyed, assigned and delivered, and all substitutes therefor, or any part thereof, not previously disposed of or released as herein provided; otherwise this Bond Indenture shall be and remain in full force.

AND IT IS HEREBY COVENANTED, DECLARED AND AGREED by and between the parties hereto that all Series 2007A Bonds are to be issued, authenticated and delivered, and that all the trust estate is to be held and applied, subject to the further covenants, conditions, releases, uses and trusts hereinafter set forth, and the Issuer, for itself and its successors, does hereby covenant and agree to and with the Bond Trustee and its respective successors in said trust, for the benefit of those who shall hold the Series 2007A Bonds, or any of them as follows:

4

ARTICLE I

DEFINITIONS

Section 1.1                          Definitions . The following words and terms as used herein shall have the following meanings herein and in the Loan Agreement, unless the context or use indicates another or different meaning or intent:

“ ABE Pledge Agreement” means that certain Pledge and Security Agreement, dated as of October 1, 2007 among, Advanced BioEnergy, ABE Heartland, LLC, and the Bond Trustee, as amended or supplemented from time to time.

“Aberdeen Expansion” means the expansion of the Aberdeen Facility financed in part by the Senior Credit Facilities and the Series 2007A Bonds and includes the Project.

“Aberdeen Facility” means the existing ethanol production facility owned by the Borrower in the City of Aberdeen, Brown County, South Dakota.

“ Aberdeen Grain Elevator Lease ” means that certain Lease Agreement, dated as of October 1, 2007, between the Borrower and South Dakota Wheat Growers Association, relating to the grain elevator for the Aberdeen Facility.

“Aberdeen Senior Mortgage” means that certain Mortgage — Collateral Real Estate Mortgage, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases, Rents and Security Deposits made by the Borrower to the collateral agent specified therein for the benefit of the Senior Lenders relating to the Aberdeen Facility.

“Aberdeen Subordinate Mortgage” means that certain Subordinate Mortgage — Collateral Real Estate Mortgage, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases, Rents and Security Deposits made by the Borrower to the Bond Trustee relating to the Aberdeen Facility.

“Aberdeen Subordination, Non-Disturbance and Attornment Agreement ” means that certain Subordination, Non-Disturbance and Attornment Agreement, dated as of October 1, 2007 among the Bond Trustee as mortgagee, the Borrower as lessee and South Dakota Wheat Growers Association as mortgagor, in relation to the Aberdeen Grain Elevator Lease, including all schedules, exhibits and attachments thereto.

“Accounts Agreement” means that certain Accounts Agreement by and among the Borrower, the Accounts Bank, the collateral agent as set forth therein, the administrative agent as set forth therein and the Bond Trustee.

“Accounts Bank” means Amarillo National Bank, not its individual capacity, but solely as depository bank and securities intermediary under the Accounts Agreement, and includes each other Person that may, from time to time, be appointed as successor Accounts Bank pursuant to and in accordance with the Accounts Agreement.

5

“Act” means South Dakota Codified Laws Chapter 9-54 as supplemented and amended.

“ Additional Facility Document ” means each contract, agreement, letter agreement or other instrument to which the Borrower becomes a party after the date hereof, other than any document under which the Borrower (a) could not reasonably be expected to have obligations or liabilities in the aggregate in excess of two million Dollars ($2,000,000), or be entitled to receive revenues in the aggregate in excess of two million Dollars ($2,000,000), in either case in value in any twelve (12) month period and (b) a termination of which could not reasonably be expected to result in a Material Adverse Effect; provided , that for the purposes of this definition, any series of related transactions (other than transactions, including hedging transactions, relating to the sale of Products or the purchase of corn and natural gas and Interest Rate Protection Agreements) shall be considered as one transaction, and all contracts, agreements, letter agreements or other instruments in respect of such transactions shall be considered as one contract, agreement, letter agreement or other instrument, as applicable.

“Administrative Agent”  means West LB, not in its individual capacity but solely as administrative agent for the Senior Lenders under the Senior Credit Agreement and the other Financing Documents, and includes each other Person that may, from time to time, be appointed as successors Administrative Agent pursuant to the Senior Credit Agreement.

“Advanced BioEnergy” means Advanced BioEnergy, LLC a Delaware limited liability company, which currently owns 100% of the Equity Interests in the Parent Company, and its successors and assigns and any surviving, resulting or transferee entity.

“Affiliate” of any Person means any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. A Person shall be deemed to be “controlled by” any other Person if such other Person (a) possesses, directly or indirectly, power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise or (b) owns at least ten percent (10%) of the Equity Interests in such Person.

“Ancillary Documents” means, with respect to each Additional Facilities Document, the following;

(i)                                     each security instrument and agreement necessary or desirable to grant to the Bond Trustee a perfected Lien (subject only to Permitted Liens) in such Additional Facilities Document and all property interests received by the Borrower in connection therewith;

(ii)                                  all recorded UCC financing statements and other filings required to perfect such Lien;

(iii)                               if reasonably requested by the Bond Trustee, opinions of counsel for the Borrower addressing such matters relating to such document, each applicable Bond Collateral Document and Lien;

(iv)                              certified evidence of the authorization of such Additional Facility Document by the Borrower.

6

“Authorized Investments” means any of the following investments which at the time are legal investments under the laws of the State:

(v)                                Government Obligations;

(vi)                             Obligations of agencies of the United States government issued by the Federal Land Banks, the Federal Home Loan Bank, the Federal Intermediate Credit Bank, and the Central Bank for Cooperatives;

(vii)                          Direct obligations of, and obligations fully guaranteed by, any of the fifty states of the United States of America rated a minimum of “A1” or “AA” by S&P or any equivalent rating by any equivalent rating service (such rating requirement can be met by an attached letter of credit from any bank meeting the requirements stated in clause (e) below or by municipal bond insurance);

(viii)                       Indebtedness of any county or other local government body within the United States of America rated at least “A1” or “AA” by S&P or any equivalent rating by any equivalent rating service (such rating requirement can be met by an attached letter of credit from any bank meeting the requirements stated in clause (e) below or by municipal bond insurance);

(ix)                               Indebtedness of any corporation rated “A1” or “AA” by S&P or any equivalent rating by any equivalent rating service;

(x)                                  Certificates of deposit, banker’s acceptances, trust deposits, demand deposits, including interest bearing money market accounts, or time deposits of any commercial bank, branch or Edge Act (12 USC 611 et seq.) branch which is a member of the Federal Reserve System, including the Trustee or any of its affiliates, has a net worth of at least $100 million and whose short term bank deposits have an “A” prefix by S&P or any equivalent rating by any equivalent rating service;

(xi)                               Repurchase agreements or reverse repurchase agreements with financial institutions whose commercial paper is “A1” or whose debt rating is “AA” by S&P or an equivalent rating by an equivalent rating service or any bank who meets the requirements as stated in clause (e) above, provided that in all cases the market value of the collateral used for such transactions must be adequate to insure safety, liquidity and preservation of capital: “AAA” 102%, “AA” 110%;

(xii)                           Securities and Exchange Commission Rule 2a 7 money market funds with a net asset value of one dollar and a parent company rating of “A1” or better by S&P or any equivalent rating by any equivalent rating service, including, without limitation, any mutual fund for which the Bond Trustee or an affiliate of the Bond Trustee serves as investment manager, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (a) the Bond Trustee or an affiliate of the Bond Trustee receives fees from such funds for services rendered, (b) the Bond Trustee charges and collects fees for services rendered pursuant to the Bond Indenture, which fees are separate from the fees received from such

7

funds, and (c) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or its affiliates; and

(xiii)                        any other obligations or securities permitted by the Senior Credit Facilities.

“Authorized Officer” means (i) with respect to any Person that is a corporation, the chief executive officer, the chief operating officer, the president, any vice president, the treasurer or the chief financial officer of such Person, (ii) with respect to any Person that is a partnership, an Authorized Officer of a general partner of such Person, (iii) with respect to any Person that is a limited liability company, any manager, the president, any vice president, the treasurer or the chief financial officer of such Person, or an Authorized Officer of the managing member of such Person, or (iv) with respect to any Person, such other representative of such Person who, in each such case, has been named as an Authorized Officer on a certificate of incumbency of such Person delivered to the Bond Trustee on or after the date hereof.

“Blocked Account Agreement” means the “Blocked Account Agreement” as defined in the Senior Credit Agreement.

“ Bond Accounts” means the funds and accounts established and maintained under the Bond Indenture.

“ Bond Collateral Documents” means the Bond Indenture, the Subordinate Mortgage, the Subordinate Security Agreement, the Subordinate Equity Pledge, the ABE Pledge Agreement and any other documents granting, or relating to the grant, of security for the payment of amounts due under the Loan Agreement and the Series 2007A Bonds.

“Bond Documents” means the Series 2007A  Bonds, the Loan Agreement, the Bond Collateral Documents, the Bond Resolution and any other documents entered into in connection with, or relating to, the Series 2007A Bonds and the transactions contemplated by the issuance thereof.

“Bond Proceeds Withdrawal Certificate”  means a certificate substantially in the form of the “Bond Proceeds Withdrawal Certificate” attached as Exhibit K to the Accounts Agreement.

“ Bond Resolution” means the resolution of the Issuer authorizing the issuance of the Series 2007A Bonds and the related transactions and documents.

“Bondholder” , “Holder” , “Owner” and “Registered Owner” mean with respect to the Series 2007A Bonds the registered owner of any Series 2007A Bond and does not mean any beneficial owner of the Series 2007A Bonds whether through the book-entry only system of DTC or otherwise.

“ Bond Counsel ” means Briggs and Morgan, Professional Association or any other nationally recognized municipal bond counsel selected by the Issuer or by the Borrower with the consent of the Issuer.

8

“Bond Indenture” means this Bond Trust Indenture between the Issuer and the Bond Trustee, as it may from time to time be amended or supplemented.

“Bond Proceeds Sub-Account” means the account so named established pursuant to the Accounts Agreement solely for the deposit of proceeds of the Series 2007A Bonds, and interest earnings thereon, from the Project Fund as permitted or directed by the Bond Indenture held under the Accounts Agreement solely for the payment of Costs of the Project as defined in the Bond Indenture and the Tax Exemption Agreement.

“Bond Register” means the registration books of the Issuer kept by the Bond Trustee (in its capacity as Registrar) to evidence the registration and transfer of the Series 2007A Bonds.

“Bond Sinking Fund” means the fund created in Section 4.4 hereof.

“Bond Trustee” means Wells Fargo Bank, National Association, as trustee, or any successor trustee under this Bond Indenture.

“Bond Year” means any twelve-month period beginning January 1 of a calendar year and ending on December 31 of the succeeding calendar year. For the purpose of calculating debt service on the Series 2007A Bonds payable in any Bond Year, principal and interest payable on the Series 2007A Bonds on January 1 of any Bond Year shall be deemed to be payable during the preceding Bond Year.

“Borrower” means Heartland Grain Fuels, L.P., a Delaware limited partnership and its successors and assigns and any surviving, resulting or transferee entity.

“Business Day” means a day which is not (a) a Saturday, Sunday or legal holiday on which banking institutions in the State, the State of New York or the state in which the principal corporate trust office of the Bond Trustee is located are authorized by law or executive order to close or (b) a day on which the New York Stock Exchange is authorized or obligated by law or executive order to close.

“Capitalized Lease Liabilities” of any Person means all monetary obligations of such Person under any leasing or similar arrangement that, in accordance with GAAP, would be classified as capitalized leases on a balance sheet of such Person or otherwise disclosed as such in a note to such balance sheet and, for purposes of the Financing Documents, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

“Cash Equivalents” means:

(a)                                   readily marketable direct obligations of the government of the United States or any agency or instrumentality thereof, or obligations unconditionally guaranteed by the full faith and credit of the government of the United States, in each case maturing within one (1) year from the date of acquisition thereof;

(b)                                  securities issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than one (1) year from the date of acquisition thereof and, at the time of acquisition,

9

having a rating of AA- or higher from S&P or Aa3 or higher from Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

(c)                                   investments in commercial paper maturing within one hundred eighty (180) days from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A-1 or P-1 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

(d)                                  investments in certificates of deposit, banker’s acceptances and time deposits maturing within two hundred and seventy (270) days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, the Administrative Agent or any domestic office of any commercial bank organized under the laws of the United States of America, any State thereof, any country that is a member of the Organization for Economic Co-Operation and Development or any political subdivision thereof, that has a combined capital and surplus and undivided profits of not less than five hundred million Dollars $(500,000,000);

(e)                                   fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria of clause (d) of this definition; and

(f)                                     investments in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, as amended, substantially all of whose assets are invested in investments of the type described in clauses (a) through (e) of this definition.

“Cash Flow” means, for any period, the sum (without duplication) of the following:  (i) all cash paid to the Borrower during such period in connection with the Ethanol Marketing Agreement, Co-Product Marketing Agreement and any other sales of Products, (ii) all interest and investment earnings paid to the Borrower or the Project Accounts during such period on amounts on deposit in the Project Accounts, (iii) all cash paid to the Borrower during such period as business interruption insurance proceeds, and (iv) all other cash paid to the Borrower during such period; provided, however, that Cash Flow shall not include any proceeds of the Senior Credit Facilities or any other Indebtedness incurred by the Borrower; insurance proceeds; condemnation proceeds; the any equity contribution; proceeds from any disposition of assets of the Facilities or the Borrower (other than Products); tax refunds; amounts received, whether by way of a capital contribution or otherwise, from any holders of Equity Interests of the Borrower; and any other extraordinary or non-cash income or receipt of the Borrower under GAAP.

“Cash Flow Available for Debt Service” means, for any period, an amount equal to the amount of Cash Flow deposited in the “Revenue Account” established under the Accounts Agreement during such period minus all amounts paid during such period pursuant to priorities first and second of Section 6.01(c) of the Accounts Agreement so long as the Accounts Agreement is in effect and thereafter means, for any period, an amount equal to Cash Flow minus all amounts paid by the Borrower for Operation and Maintenance Expenses and Maintenance Capital Expenses.

10

“Change Order” means, with respect to an Expansion, each “Change Order” (if any) as described in the respective Design-Build Agreement.

“Closing Date” means the date on which all the conditions set forth in the Senior Credit Facilities as to closing and first funding have been satisfied or waived.

“Code” means the Internal Revenue Code of 1986, as amended from time to time. Each reference to the Code herein shall be deemed to include the United States Treasury Regulations, including temporary and proposed regulations relating to the Code or the sections thereof specifically referenced.

“Collateral” means all assets of and Equity Interests in the Borrower, whether now owned or hereafter acquired, upon which a Lien is purported to be created by any Bond Collateral Document then in effect or contemplated to be in effect.

“Collateral Agent” means WestLB, not in its individual capacity but solely in its capacity as collateral agent for the Senior Secured Parties under the Financing Documents, and includes each other Person that may, from time to time, be appointed as successor Collateral Agent pursuant to Section 9.06 (Resignation or Removal of Agent) of the Credit Agreement.

“ Commodity Hedging Arrangements ” means any arrangement to hedge the price of corn purchases, ethanol sales, Distillers Grains sales or natural gas purchases.

“ Commodity Risk Management Plans ” means risk management plans prepared by the Borrower setting forth terms and conditions relating to any Commodity Hedging Arrangements from time to time proposed to be entered into by the Borrower, including any updates made to such risk management.

“Construction Budget ” means the budget attached the Senior Credit Facilities that sets forth all categories of costs and expenses required in connection with the development, construction, start-up, and testing of the Aberdeen Expansion, including all construction costs, all costs under the Design-Build Agreement, all interest, taxes and other carrying costs related to the construction loans, and costs related to the construction of the facilities described under the Aberdeen Expansion Documents, as updated from time to time in accordance the Senior Credit Facilities.

“Contest” means, with respect to any matter or claim involving any Person, that such Person is contesting such matter or claim in good faith and by appropriate proceedings timely instituted; provided that the following conditions are satisfied:  (a) such Person has posted a bond or cash collateral (or other security acceptable to the Senior Lenders so long as the Senior Credit Facilities are in effect or, thereafter, the Bond Trustee) for the full amount of such claim (or such lower amount as is acceptable to the Senior Lenders so long as the Senior Credit Facilities are in effect or, thereafter, the Bond Trustee); (b) during the period of such contest, the enforcement of any contested item is effectively stayed; (c) none of such Person or any of its officers, directors or employees, or any Senior Lender, the Bond Trustee, the Issuer or nay Bondholder or their respective officers, directors or employees, is or would reasonably be expected to become subject to any criminal liability or sanction in connection with such contested items; and (d) such contest and any resultant failure to pay or discharge the claimed or assessed amount during the

11

pendency of such contest does not, and could not reasonably be expected to (i) result in a Material Adverse Effect or (ii) involve a material risk of the sale, forfeiture or loss of, or the creation, existence or imposition of any Lien on, any of the Collateral.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Conversion Date ” means the Business Day upon which (i) all the conditions precedent set forth in the Senior Credit Facilities for the conversion from a construction loan to a term loan shall have been satisfied (or waived in accordance with the terms of the Senior Credit Facilities) and (ii) the construction loans are converted to term loans.

“Co-Product Marketing Agreement” means that certain Co-Product Marketing Agreement, dated as of May 9, 2007, between the Borrower and Dakotaland Feeds, LLC.

“Costs of the Project” means all costs of acquiring, constructing and equipping the Project which are permitted by the Act and consist of Solid Waste Disposal Facilities, and, without intending to limit or restrict any proper definition of such costs under any applicable law, shall include:

(a)                                   subject to the reimbursement restrictions contained in the Code, payment to the Borrower of such amounts, if any, as are necessary to reimburse the Borrower in full for all advances and payments made by it or for its account, with respect to the Project for expenditures in connection with the acquisition of any property required for the Project, the preparation of the plans and specifications (including any preliminary study or planning of the Project), or any aspect thereof and any reports or analyses concerning the Project, and all real or personal property deemed necessary in connection with the Project, or any one or more of said expenditures (including architectural, engineering and supervisory services);

(b)                                  payment for labor, services, materials and supplies used or furnished in the acquisition, construction and equipping of the Project, all as provided in the plans and specifications, payment for the cost of the acquisition, construction and installation of facilities, and all real and personal property deemed necessary in connection with the Project and payment for the miscellaneous expenses incidental to any of the foregoing items;

(c)                                   payment of any other costs and expenses relating to the acquisition, construction and equipping of the Project, including interest on the Series 2007A Bonds during construction of the Project, or the authorization, issuance and sale of the Series 2007A Bonds;

(d)                                  the cost of any indemnity and surety bonds to secure deposits in the Project Fund, taxes or other municipal or governmental charges lawfully levied or assessed during construction upon the Project or any property acquired therefor, and premiums on insurance, if any, in connection with the Project, during construction; and

12

(e)                                   any obligation or expense hereafter incurred by the Borrower for any of the foregoing purposes.

“Dakota Fuels” means Dakota Fuels, Inc., a Delaware corporation, which is the general partner of the Borrower.

“Date of Taxability” means the date on which a Determination of Taxability exists by expiration of any appeal period or unsuccessful conclusion of any appeal or contest.

“Debt Service” means, for any period, with respect to the Senior Credit Facilities or the Loan Agreement, as the case may be, the sum of (i) all fees and (iii) principal payments of the Loans (excluding the Required Cash Sweep and any other mandatory prepayments) scheduled to become due and payable during such period to the Senior Lenders or the Bond Trustee as the case may be and ,with respect to the Senior Credit Facilities only, all payments due by the Borrower pursuant to Section 4.03 (Increased Eurodollar Loan Costs) and Section 4.07(a) (Taxes) of the Senior Credit Facilities with respect to such scheduled principal, interest and fees.

“Debt Service Requirements” means, with respect to the period of time for which calculated, the aggregate of the payments required to be made during such period in respect of principal (whether at maturity, as a result of mandatory sinking fund redemption, a mandatory prepayment or otherwise) and interest on Outstanding Series 2007A Bonds.

“Debt Service Reserve Fund” means the fund created by Section 4.5 hereof.

“Debt Service Reserve Requirement” means an amount equal to the lesser of (i) the Maximum Annual Debt Service Requirement on the Series 2007A Bonds, (ii) 10% of the Proceeds of the Series 2007A Bonds or (iii) 125% of the average annual debt service on the Series 2007A Bonds.

“Defaulted Interest” means interest on the Series 2007A Bonds which is payable but not duly paid on the date due.

“Deferred Approvals” has the meaning provided in the Senior Credit Agreement.

“Design-Build Agreement ” means each of the design build agreements for the Aberdeen Expansion specified in the Senior Credit Facilities.

“Distillers Grains” means any form of distillers grain products (including syrup) marketed by the Borrower from time to time.

“Determination of Taxability ” means the issuance of a statutory notice of deficiency by the Internal Revenue Service, or ruling of the National Office or any District Office, or a final decision by any court of competent jurisdiction that interest on the Series 2007A Bonds is includible in the gross income of the recipient under Section 103 and related sections of the Code and regulations thereunder as in effect at the date of issuance of the Series 2007A Bonds, for any reason other than a change of law or that the Holder is a substantial user or a related person under Section 147(a), provided that the period for a contest or appeal, if any, of such action,

13

ruling or decision has expired without any such appeal or contest having been instituted, or, if instituted, such contest or appeal has been unsuccessfully concluded.

“DTC” means The Depository Trust Company, a New York corporation, and its successors and assigns.

“DTC Participant” or “DTC Participants” means securities brokers and dealers, banks, trust companies, clearing corporations and certain other corporations which have access to the DTC system.

“Environmental Affiliate” means any Person, only to the extent of, and only with respect to matters or actions of such Person for which, the Borrower could reasonably be expected to have liability as a result of the Borrower retaining, assuming, accepting or otherwise being subject to liability for Environmental Claims relating to such Person, whether the source of the Borrower’s obligation is by contract or operation of Law.

“Environmental Approvals” means any Governmental Approvals required under applicable Environmental Laws.

“Environmental Claim” means any written notice, claim, demand or similar written communication by any Person alleging potential liability or requiring or demanding regulatory compliance or remedial or responsive measures (including potential liability for investigatory costs, cleanup, remediation and mitigation costs, governmental response costs, natural resources damages, property damages, personal injuries, fines or penalties) in each such case (x) either (i) with respect to environmental contamination-related liabilities or obligations with respect to which the Borrower could reasonably be expected to be responsible that are, or could reasonably be expected to be, in excess of two hundred thousand Dollars ($200,000) in the aggregate, or (ii) that has or could reasonably be expected to result in a Material Adverse Effect and (y) arising out of, based on or resulting from (i) the presence, release or threatened release into the environment, of any Materials of Environmental Concern at any location, whether or not owned by such Person; (ii) circumstances forming the basis of any violation, or alleged violation, of any Environmental Laws or Environmental Approvals; or (iii) personal injury or damage to property as a result of exposure to Materials of Environmental Concern.

“Environmental Laws” means all Laws applicable to the Facilities relating to pollution or protection of human health, safety or the environment (including ambient air, surface water, ground water, land surface or subsurface strata), including Laws relating to emissions, discharges, releases or threatened releases of Materials of Environmental Concern, or otherwise applicable to the Facilities relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, management, remediation or handling of Materials of Environmental Concern.

“Environmental Site Assessment Report” means, a Phase I environmental site assessment report prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, which report shall comply with ASTM standard 1527-05 (with such modifications thereto as may reasonably be requested by the Borrower and are reasonably acceptable to the Administrative Agent), and a Phase II environmental site assessment

14

reasonably acceptable to the Senior Lenders, addressing any recognized environmental conditions or other areas of concern identified in the relevant Phase I report if in the reasonable determination of the Senior Lenders, acting in consultation with the Independent Engineer, a Phase II assessment is warranted.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination, in each such case including all voting rights and economic rights related thereto.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, together with the regulations thereunder, in each case as in effect from time to time. References to sections of ERISA also refer to any successor sections.

“ERISA Affiliate” means any Person, trade or business that, together with the Borrower, is or was treated as a single employer under Section 414 of the Code or Section 4001 of ERISA.

“Escrow Obligations” means (i)  Government Obligations, (ii) certificates evidencing a direct ownership interest in Government Obligations or in future interest or principal payments thereon held in a custody account by a custodian satisfactory to the Bond Trustee, and (iii) obligations of any state of the United States of America or any political subdivision, public instrumentality or public Issuer of any such state which are fully secured by and payable solely from Government Obligations held pursuant to an escrow agreement satisfactory to the Bond Trustee.

“Ethanol Marketing Agreement” means that certain Ethanol Marketing Agreement dated as of November 30, 2000, between the Borrower and Williams Ethanol Services, Inc. D/B/A  Williams Bio-Energy, N/K/A Aventine Renewable Energy, Inc., as amended March 31, 2003 and December 1, 2006.

“Event of Abandonment” means any of the following shall have occurred: (i) the abandonment by the Borrower of the development, construction, operation or maintenance of the Facilities for a period of more than sixty (60) consecutive days (other than as a result of force majeure, an any taking, exercise of rights of eminent domain, public improvement, inverse condemnation, condemnation or similar action of or proceeding by any Governmental Authority relating to any material part of the Project with, any Equity Interests of the Borrower, or any other assets thereof, or any event that causes the Facilities, or any materials portion thereof, to be damaged, destroyed, or rendered unfit for normal use for any reason), (ii) the suspension of all or substantially all of the Borrower’s activities with respect to the Facilities, other than as the result of such force majeure, taking or casualty, for a period of more than sixty (60) consecutive days,

15

or (iii) any written acknowledgement by the Borrower of a final decision to take any of the foregoing actions.

“Expansions” means the Aberdeen Expansion and the Huron Expansion.

“Expense Fund” means the fund created in Section 3.2 hereof.

“Facilities” means the Aberdeen Facility, the Aberdeen Expansion, the Huron Facility and the Huron Expansion, if undertaken.

“Facilities Documents” means the documents related to the Facilities defined as the “Project Documents” in the Senior Credit Facilities.

“Facilities Parties” means each Person (other than the Borrower or the Parent Company) who is a party to a Facilities Document.

“Final Completion Date” means with respect to the Aberdeen Expansion, the date (which shall occur on or before the Conversion Date Certain) on which the conditions in the Senior Credit Agreement have been satisfied, as certified by each of the Borrower and the Independent Engineer in a Final Completion Certificate.

“Final Completion Certificate” means (a) a certificate of the Independent Engineer, (b) a certificate of the Borrower, in each case in the form required by the Senior Credit Facilities and confirming that the Final Completion Date has occurred.

“Financial Model” means the pro forma financial statements and projections of revenue and expenses and cash flows with respect to the Borrower and the Facilities for the period from September 1, 2007 through the Fiscal Year ended December 31, 2022, attached to the Senior Credit Facilities, as the same may be updated by the Borrower.

“Financial Officer” means, with respect to any Person, the controller, treasurer or chief financial officer of such Person.

“Financing Documents” means the “Financing Documents” relating to the Senior credit Facilities as defined in the Senior Credit Agreement together with the Bond Documents.

“First Lien Agent” has the meaning provided in the Intercreditor Agreement.

“First Lien Claimholders” means, at any relevant time, the holders of First Lien Obligations at such time, including the First Lien Lenders, the First Lien Administrative Agent, the First Lien Agent, the Accounts Bank and Counterparties under the First Lien Hedge Agreements as defined in the Intercreditor Agreement.

“Fiscal Year” means any period of twelve (12) consecutive calendar months ending on September 30.

“Fiscal Quarter” means any quarter of a Fiscal Year.

16

“Funding Notice” means a request for funding of the Senior Credit Facilities for a construction or working capital or upon conversion to the term loan as further defined in the Senior Credit Agreement.

“GAAP” means generally accepted accounting principles in effect from time to time in the United States, applied on a consistent basis.

“Government Obligations” means direct obligations of the United States of America and obligations on which the timely payment of principal and interest is fully guaranteed by the United States of America.

“Governmental Approval” means any authorization, consent, approval, license, lease, ruling, permit, certification, exemption, filing for registration by or with any Governmental Authority.

“Governmental Authority” means any nation, state, sovereign, or government, any federal, regional, state, local or political subdivision and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien).

“Historical Debt Service Coverage Ratio” or “HDSCR” means, as of any Quarterly Payment Date, for the four (4) Fiscal Quarters immediately preceding (and not including the then-current Fiscal Quarter) such Quarterly Payment Date (or, if less than four (4) Fiscal Quarters have elapsed since the Conversion Date, for such number of full Fiscal Quarters that has elapsed since the Conversion Date), the ratio of (i) Cash Flow Available for Debt Service during such period to (ii) Debt Service on the Senior Credit Facilities or the Loan Agreement, as the case may be, during such period.

“Huron Expansion” means the expansion of the Huron Facility if undertaken and if financed in part by the Senior Lenders.

17

“Huron Facility” means the existing ethanol production facility owned by the Borrower in Huron, South Dakota.

“Huron Grain Elevator Lease” means that certain Lease Agreement, dated as of October 1, 2007, between the Borrower and South Dakota Wheat Growers Association, relating to the grain elevator for the Huron Facility.

“Huron Ground Lease” means that certain Ground Lease, dated as of May 1, 1998, between the Borrower as Lessee and Farmland Industries, Inc. as Lessor, as assigned to Land O’Lakes Farmland Feed LLC (n/k/a Land O’Lakes Purina Feed LLC) pursuant to an Assignment and Assumption of Ground Lease dated July 16, 2004, and as amended by the First Amendment to Lease dated as of February 10, 2006, between Land O’Lakes Purina Feed, LLC and the Borrower.

“Huron Senior Mortgage” means that certain Mortgage – One Hundred Eighty Day Redemption, Collateral Real Estate Mortgage, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases, Rents and Security Deposits made by the Borrower to the Collateral Agent for the benefit of the Senior Lenders relating to the Huron Facility.

“Huron Subordinate Mortgage” means that certain, Subordinate Mortgage – One Hundred Eighty Day Redemption, Collateral Real Estate Mortgage, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases, Rents and Security Deposits made by the Borrower to the Bond Trustee relating to the Huron Facility.

“Huron Subordination, Non-Disturbance and Attornment Agreement” means that certain Subordination, Non-Disturbance and Attornment Agreement, dated as of October 1, 2007, among the Bond Trustee as mortgagee, the Borrower as lessee and South Dakota Wheat Growers Association as mortgagor, in relation to the Huron Grain Elevator Lease, including all schedules, exhibits and attachments thereto.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(g)                                  all obligations of such Person for or in respect of moneys borrowed or raised, whether or not for cash by whatever means (including acceptances, deposits, discounting, letters of credit, factoring, and any other form of financing which is recognized in accordance with GAAP in such Person’s financial statements as being in the nature of a borrowing or is treated as “off-balance sheet” financing);

(h)                                  all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(i)                                      all obligations of such Person for the deferred purchase price of property or services;

(j)                                      all obligations of such Person under conditional sale or other title retention agreements relating to property or assets acquired by such Person (even though the

18

rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property or are otherwise limited in recourse);

(k)                                   the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(l)                                      all Capitalized Lease Liabilities;

(m)                                net obligations of such Person under any Swap Contract;

(n)                                  all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interests in such Person or any other Person or any warrants, rights or options to acquire such Equity Interests, valued, in the case of redeemable preferred interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(o)                                  all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.

“Independent Engineer” means the engineer or other expert selected by the Senior Lenders to review construction of the Aberdeen Expansion and draw requests for proceeds of the Senior Loan and draw request for the proceeds of the Series 2007A Bonds.

“Independent Engineer Certificate” means a certificate of the Independent Engineer substantially in the form of the “Independent Engineer’s Certificate attached as Exhibit L to the Accounts Agreement.

“Intercreditor Agreement” means that certain Intercreditor Agreement dated as of October 1, 2007 by and between the Borrower, the Parent Company, the Administrative Agent and the Bond Trustee.

“Interest Fund” means the fund created in Section 4.3 hereof.

“Interest Payment Date” means with respect to the Series 2007A Bonds each January 1 and July 1, commencing January 1, 2008; provided that, if such day shall not be a Business Day, payment shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due.

“Interest Rate Protection Agreement” means each interest rate swap, collar, put, or cap, or other interest rate protection arrangement, with a Qualified Counterparty, in each such

19

case that is reasonably satisfactory to the Administrative Agent and is entered into in accordance with the Senior Credit Facilities.

“Law” means, with respect to any Governmental Authority, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, common law, holding, injunction, Governmental Approval or requirement of such Governmental Authority. Unless the context clearly requires otherwise, the term “Law” shall include each of the foregoing (and each provision thereof) as in effect at the time in question, including any amendments, supplements, replacements, or other modifications thereto or thereof, and whether or not in effect as of the date of this Agreement.

“Leased Premises” means those certain leased premises described in the Huron Ground Lease, the Huron Grain Elevator Lease and the Aberdeen Grain Elevator Lease.

“Letter of Representations” means the Blanket Issuer Letter of Representations from the Issuer to DTC.

“Lien” means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, bailment, conditional sales or title retention agreement, lien (statutory or otherwise), charge against or interest in property, in each case of any kind, to secure payment of a debt or performance of an obligation.

“Loan Agreement” means the Loan Agreement relating to the Series 2007A Bonds, dated as of the date hereof, between the Borrower and the Issuer, as it may from time to time be amended or supplemented.

“Local Account” means any local bank account (other than the Project Accounts and the Bond Accounts) in the name of the Borrower.

“Maintenance Capital Expenses” means all expenditures by the Borrower for regularly scheduled (or reasonably anticipated) major maintenance of the Facilities, Prudent Ethanol Operating Practice and vendor and supplier requirements constituting major maintenance (including teardowns, overhauls, capital improvements, replacements and/or refurbishments of major components of the Facilities).

“Mandatory Sinking Fund Redemption” has the meaning given such term in Section 5.1 hereof.

“Material Adverse Effect” means any event, development or circumstance that has had or could reasonably be expected to have a material adverse effect on (i) the business, assets, property, condition (financial or otherwise), prospects, or operations of the Borrower or the Facilities taken as a whole, (ii) the ability of the Borrower, any Pledgor, any Project Party or any party (other than a Senior Secured Party) to the Intercreditor Agreement or Accounts Agreement to perform its material obligations under any Transaction Document to which it is a party, (iii) creation, perfection or priority of the Liens granted, or purported to be granted, in favor, or for the benefit, of the Collateral Agent pursuant to the Security Documents or (iv) the rights or remedies of any Senior Secured Party under any Financing Document.

20

“Materials of Environmental Concern” means chemicals, pollutants, contaminants, wastes, toxic substances and hazardous substances, any toxic mold, radon gas or other naturally occurring toxic or hazardous substance or organism and any material that is regulated in any way, or for which liability is imposed, pursuant to an Environmental Law.

“Maximum Annual Debt Service Requirement” means the largest total Debt Service Requirements for the current or any succeeding Bond Year.

“Mortgaged Property” means all real property right, title and interest of the Borrower that is subject to the Subordinate Mortgage.

“Multiemployer Plan” means a Plan that is a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA.

“Necessary Project Approvals” has the meaning set forth in the Senior Credit Facilities.

“Net Worth” of any Person means, as of any given date, the aggregate of capital, surplus and retained earnings (including any cumulative translation adjustment) of such Person as would be shown on a consolidated balance sheet of such Person prepared as of such date in accordance with generally accepted accounting principles which may be in part established with respect to asset value by an appraisal firm established in accordance with generally accepted accounting principles.

“Obligations” means and includes all loans, advances, debts, liabilities, Indebtedness and obligations, howsoever arising, owed to the Agents, the Lender or any Senior Secured Party of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower of any Insolvency or Liquidation Proceeding naming the Borrower as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such (including the Interest Rate Protection Agreement), proceeding, pursuant to the terms of this Agreement or any of the other Financing Documents including all principal, interest, fees, charges, expenses, attorneys’ fees, costs and expenses, accountants’ fees and Consultants’ fees payable by the Borrower hereunder or thereunder.

“Officer’s Certificate” means a certificate signed, in the case of a certificate delivered by a corporation, by the President, any Vice-President or any other officer authorized to sign by resolution of the governing body of such corporation or, in the case of a certificate delivered by any other Person, the chief executive or chief financial officer of such other Person, in either case whose authority to execute such Certificate shall be evidenced to the satisfaction of the Bond Trustee for the purpose of this Bond Indenture.

“Operating Budget” means the operating budget required to be prepared pursuant to the Senior Credit Facilities or the Loan Agreement, as the case may be.

“Operating Budget Category” means, at any time with respect to each Operating Budget, each line item set forth in such Operating Budget in effect at such time.

21

“Operating Statement” means an operating statement with respect to the Facilities, in substantially the form required by the Senior Credit Facilties.

“Operation and Maintenance Expenses” means, for any period, the sum without duplication of all (i) reasonable and necessary expenses of administering, managing and operating, and generating Products for sale from, the Facilities and maintaining it in good repair and operating condition, (ii)  costs associated with the supply and transportation of all corn, natural gas, electricity and other supplies and raw materials to the Facilities and distribution and sale of Products from the Facilities that the Borrower is obligated to pay, (iii) all reasonable and necessary insurance costs (other than insurance premiums that are paid as costs of the Aberdeen Expansion), (iv) property, sales and franchise taxes to the extent that the Borrower is liable to pay such taxes to the taxing authority (other than taxes imposed on or measured by income or receipts) to which the Facilities, may be subject (or payment in lieu of such taxes to which the Facilities may be subject), (v) reasonable and necessary costs and fees incurred in connection with obtaining and maintaining in effect the Necessary Project Approvals, (vi) reasonable and arm’s-length legal, accounting and other professional fees attendant to any of the foregoing items during such period, (vii) the reasonable costs of administration and enforcement of the Transaction Documents, (viii) costs incurred pursuant to the Permitted Commodity Hedging Arrangements, and (ix) all other costs and expenses included in the then-current Operating Budget. In no event shall cost of Aberdeen Expansion or Maintenance Capital Expenses be considered Operation and Maintenance Expenses.

“Outstanding” means, with respect to the Series 2007A Bonds, all Series 2007A Bonds which have been duly authenticated and delivered by the Bond Trustee under this Bond Indenture, except:

(a)                                   Series 2007A Bonds cancelled after purchase in the open market or because of payment at or redemption prior to maturity;

(b)                                  Series 2007A Bonds for the payment or redemption of which cash or Government Obligations shall have been theretofore deposited with the Bond Trustee (whether upon or prior to the maturity or redemption date of any such Series 2007A Bonds) in accordance with this Bond Indenture; provided that if such Series 2007A Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given or arrangements satisfactory to the Bond Trustee shall have been made therefor, or waiver of such notice satisfactory in form to the Bond Trustee shall have been filed with the Bond Trustee;

(c)                                   Series 2007A Bonds in lieu of which others have been authenticated under this Bond Indenture; and

(d)                                  Series 2007A Bonds owned by the Borrower, the Parent Company or affiliate thereof.

“Parent Company” means ABE Heartland, LLC, a Delaware limited liability company, which currently owns, directly or indirectly, 100% of the Equity Interests in the Borrower and its successors and assigns and any surviving, resulting or transferee entity.

22

“Paying Agent” means the Bond Trustee and the bank or banks, if any, designated pursuant to this Bond Indenture to receive and disburse the principal of and interest and premium, if any, on the Series 2007A Bonds.

“PBGC” means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

“Permitted Commodity Hedging Arrangements” means those Commodity Hedging Arrangements entered into by the Borrower in accordance with the provisions of the Senior Credit Facilities.

“Permitted Liens” means Liens identified in the Senior Credit Facilities as “Permitted Liens”.

“Permitted Tax Distribution” means, with respect to any distributee that is required to pay tax as a result of its direct or indirect ownership of the Borrower, an amount equal to forty percent (40%) of such distributee’s estimated share of the taxable income of the Borrower (after netting or otherwise taking account of a distributee’s shares of the income, loss, deduction and credit associated with the distributee’s interest in the Borrower) that the distributee is reasonably expected to have to report for income tax purposes for the Fiscal Quarter distributed to the extent necessary to fund a distributee’s timely payment to a Governmental Authority of tax liability (including estimated payments thereof) and subject to correction as described below.

“Person” means any natural person, firm, joint venture, association, partnership, business trust, corporation, public body, agency or political subdivision thereof or any other separately existing agency.

“ Plan” means an employee pension benefit plan (as defined in Section 3(3) of ERISA) subject to Title IV of ERISA or Section 412 of the Code that is sponsored or maintained by the Borrower or any ERISA Affiliate, or in respect of which the Borrower or any ERISA Affiliate has any obligation to contribution or liability.

“Proceeds” means (a) if the first offering price of the Series 2007A Bonds minus the compensation paid to the underwriter (the “Net Price”) is equal to or greater than 98% of the aggregate principal amount of the Series 2007A Bonds, an amount equal to the original aggregate principal amount of the Series 2007A Bonds or (b) if the net price is less than 98% of the original aggregate principal amount of the Series 2007A Bonds, an amount equal to the net price.

“Products” means ethanol, Distillers Grains, and any other co product or by-product produced in connection with the production of ethanol at the Project.

“Project” means the improvements, modifications, expansions and equipment purchases to be made for the Aberdeen Facility which constitute Solid Waste Facilities, the cost of which are to be financed, in whole or in part, with a portion of the proceeds of the Series 2007A Bonds, the plans and specifications for which are on file with the Borrower.

23

“Project Accounts ” has the meaning provided in Section 1.01 of the Accounts Agreement.

“Project Fund” means the fund created in Section 3.3 hereof.

“Prospective Debt Service Coverage Ratio” or “PDSCR” means, for any Quarterly Payment Date, for the Fiscal Quarter including such Quarterly Payment Date and the three (3) Fiscal Quarters immediately following such Quarterly Payment Date, the ratio of (i) Cash Flow Available for Debt Service projected for such period to (ii) Debt Service on the Senior Credit Facilities or the Loan Agreement, as the case may be, projected for such period, in each case based on the then-current Operating Budget approved in accordance with the Senior Credit Facilities, as the same has been updated (if necessary) to reflect the then-current projections for commodity prices.

“Prudent Ethanol Operating Practice” means those reasonable practices, methods and acts that (i) are commonly used in the region where the Facilities is located to manage, operate and maintain ethanol production, distribution, equipment and associated facilities of the size and type that comprise the Facilities safely, reliably, and efficiently and in compliance with applicable Laws, manufacturers’ warranties and manufacturers’ and licensor’s recommendations and guidelines, and (ii) in the exercise of reasonable judgment, skill, diligence, foresight and care are expected of an ethanol plant operator, in order to efficiently accomplish the desired result consistent with safety standards, applicable Laws, manufacturers’ warranties, manufacturers’ recommendations and, in the case of the Facilities, the Project Documents. Prudent Ethanol Operating Practice does not necessarily mean one particular practice, method, equipment specifications or standard in all cases, but is instead intended to encompass a broad range of acceptable practices, methods, equipment specifications and standards.

“Quarterly Payment Date” means each March 31, June 30, September 30 and December 31.

“Purchase Contract” means the contract for the purchase of the Series 2007A Bonds among the Issuer, the Borrower and the purchasers named therein.

“Rebate Fund” means the Rebate Fund created by Section 3.4 of this Bond Indenture.

“Record Date” means the fifteenth day of the month (whether or not a Business Day) next preceding an Interest Payment Date.

“Redemption Fund” means the fund created in Section 4.6 hereof.

“Registrar” means the Bond Trustee as bond registrar for the Series 2007A Bonds.

“Required Cash Sweep” means each mandatory prepayment of the Loans made pursuant to Section 3.10 (Mandatory Prepayment) of the Senior Credit Facilities.

“Restricted Payments” means any (a) dividend or other distribution (whether in cash, securities or other property), or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption,

24

retirement, defeasance, acquisition, cancellation or termination of any Equity Interests of the Borrower, or on account of any return of capital to any holder of any such Equity Interest in, or any other Affiliate of, the Borrower, or any option, warrant or other right to acquire any such dividend or other distribution or payment, (b) any payment of fees (other than corporate overhead costs, expenses or any other payments pursuant to the Administrative Services Agreement) for any management, consultancy or administrative services, to any Person who owns, directly or indirectly, any Equity Interest in the Borrower, or any Affiliate of any such Person, or (c) any payment of indemnification obligations pursuant to the Borrower L.P. Agreement; provided that any Permitted Tax Distributions shall not constitute Restricted Payments.

“Revenue Fund” means the fund created by Section 4.2 of this Bond Indenture.

“Senior Credit Agreement” means that certain Credit Agreement, dated as of October 1, 2007, among the Borrower, each of the lenders from time to time party thereto, the Administrative Agent, WestLB AG, New York Branch, as collateral agent, issuing bank, lead arranger, sole book runners and syndicate agent.

“Senior Credit Facilities” means the construction loan, the term loan, and the working capital loan to be made by the Senior Lenders to the Borrower to finance a portion of the Expansions and to refinance certain existing debt of the Borrower relating to the Facilities, which are secured by the Senior Mortgage, the Senior Security Agreement and the Senior Equity Pledge Agreement.

“Senior Equity Pledge Agreement” means that certain Pledge and Security Agreement dated as of October 1, 2007 by and among the Parent Company, ABE Heartland, LLC and the collateral agent set forth therein, as amended or supplemented from time to time.

“Senior Lenders” means WestLB and the other lenders from time to time party to the loan agreement in respect of the Senior Credit Agreement.

“Senior Mortgage” means the Aberdeen Senior Mortgage and the Huron Senior Mortgage.

“Senior Secured Parties” means the Lenders, the Agents and any Interest Rate Protection Provider as defined in the Credit Agreement.

“Senior Security Agreement” means that certain Assignment and Security Agreement dated September, 2007 from the Borrower to the Senior Lenders, as amended or supplemented from time to time.

“Series 2007A Bonds ” means the Brown County, South Dakota Subordinate Solid Waste Facilities Revenue Bonds (Heartland Grain Fuels, L.P. Ethanol Plant Project), Series 2007A, to be issued by the Issuer pursuant to the terms and conditions of this Bond Indenture.

“Site” means, with respect to each Facility those certain parcels described in the Senior Credit Facilities with respect to such Facility.

25

“SNDAs” means each of the Aberdeen Subordination, Non-Disturbance and Attornment Agreement and the Huron Subordination, Non-Disturbance and Attornment Agreement.

“Solid Waste Disposal Facilities” means “Solid Waste Disposal Facilities” as defined by the Code and regulations thereunder for the purposes of Section 142(a)(6) of the Code.

“S&P” means Standard &Poor’s Rating Group.

“Special Interest Payment Date” means the date, which need not be an Interest Payment Date, fixed by the Bond Trustee pursuant to the Bond Indenture for the payment of Defaulted Interest to Holders as of the Special Record Date.

“Special Record Date” means the fifteenth day (whether or not a Business Day) before a Special Interest Payment Date.

“State” means the State of South Dakota.

“Subordinate Equity Pledge Agreement” means that certain Subordinate Pledge and Security Agreement dated as of October 1, 2007 among the Parent Company, Dakota Fuels, the Borrower and the Bond Trustee as amended or supplemented from time to time.

“Subordinate Mortgage” means the Aberdeen Subordinate Mortgage and the Huron Subordinate Mortgage.

“Subordinate Security Agreement” means that certain Subordinate Assignment and Security Agreement dated as of October 1, 2007 from the Borrower to the Bond Trustee as amended or supplemented from time to time.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any such obligations or liabilities under any such master agreement and (c) for the avoidance of doubt, includes the Permitted Commodity Hedging Arrangements and any Interest Rate Protection Agreements and excludes any contract for the physical sale or purchase of any commodity.

“Swap Termination Value” means, in respect of any one or more Swap Contracts (including any Permitted Commodity Hedging Arrangements or any Interest Rate Protection Agreements), after taking into account the effect of any legally enforceable netting agreement

26

relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, in accordance with the terms of the applicable Swap Contract, or, if no provision is made therein, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Tax” or “Taxes” means any present or future taxes (including income, gross receipts, license, payroll, employment, excise, severance, stamp, documentary, occupation, premium, windfall profits, environmental, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value-added, ad valorem, alternative or add-on minimum, estimated, or other tax of any kind whatsoever), levies, imposts, duties, fees or charges (including any interest, penalty, or addition thereof) imposed by any government or any governmental agency or instrumentality or any international or multinational agency or commission.

“Tax Exemption Agreement” means that certain Tax Exemption Agreement and Certificate, dated the date of delivery of the Series 2007A Bonds, among the Borrower, the Issuer, the Bond Trustee and the Accounts Bank.

“Taxable Rate” means that variable rate of interest which adjusts the first day of each calendar quarter in each year (January 1, April 1, July 1 and October 1) and is equal to the sum of (i) the rate of interest published as the London Interbank Offered Rate (LIBOR) with a term of three (3) months as of the first day of each calendar quarter or following Business Day if such first day is not a Business Day, and (ii) plus 350 basis points.

“ Termination Event ” means (i) a reportable event within the meaning of Section 4043(c) of ERISA with respect to any Plan, (ii) the initiation of any action by the Borrower, any ERISA Affiliate or any Plan fiduciary to terminate any Plan (other than a standard termination under Section 4041(b) of ERISA) or the treatment of an amendment to any Plan as a termination under Section 4041(e) of ERISA, (iii) the institution of proceedings by the PBGC under Section 4042 of ERISA to terminate any Plan or to appoint a trustee to administer any Plan, (iv) the withdrawal of the Borrower or any ERISA Affiliate from any Multiemployer Plan during a plan year in which the Borrower or such ERISA Affiliate was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or the cessation of operations which results in the termination of employment of twenty percent (20%) of any Multiemployer Plan participants who are employees of the Borrower or any ERISA Affiliate, (v) the partial or complete withdrawal of the Borrower or any ERISA Affiliate from any Multiemployer Plan, or (vi) the Borrower or any ERISA Affiliate is in default (as defined in Section 4219(c)(5) of ERISA) with respect to payments to any Multiemployer Plan.

“Title Continuation” means a written notice issued by the title insurance company (including their local title insurance abstractors) confirming the status of title as set forth in the Title Insurance Policy, which indicates that, there has been no change in the title of title to the Mortgaged Property and no Liens or survey exceptions (in the case of any updated or “as-built” survey that has been issued) not theretofore approved by the Senior Lenders, which written

27

notice shall contain no recorded mechanic’s liens except as approved by the Required Lenders or as otherwise subject to a Contest.

“Transaction Documents” means, collectively, the Financing Documents and the Facilities Documents.

“Trust Estate” means the trust estate defined in the granting clauses hereof.

“Unassigned Rights” means the right of the Issuer to receive payment of its fees and expenses, the Issuer’s right to indemnification under the Loan Agreement, the Issuer’s right to execute and deliver supplements and amendments to the Loan Agreement.

“Unfunded Benefit Liabilities” means, with respect to any Plan at any time, the amount (if any) by which (i) the present value of all accrued benefits calculated on an accumulated benefit obligation basis and based upon the actuarial assumptions used for accounting purposes (i.e., those determined in accordance with FASB statement No.35 and used in preparing the Plan’s financial statements) exceeds (ii) the fair market value of all Plan assets allocable to such benefits, determined as of the then most recent actuarial valuation report for such Plan.

“Written Request” means, with respect to the Issuer, a request in writing by the Chairman, County Auditor or other authorized officer of the Issuer; with respect to the Bond Trustee, a request in writing signed by an authorized officer of the Bond Trustee; with respect to the Borrower or the Parent Company, a request in writing signed by the Chief Executive Officer, President, Chief Financial Officer or any Vice President of the Borrower or the Parent Company, and with respect to the issuer, the Bond Trustee, the Borrower and the Parent Company, as the case may be, any other officers designated to sign such requests by official action of the appropriate entity.

Section 1.2                          Interpretation . Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, words importing the singular number shall include the plural and vice versa. All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles. Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof. All references in this Bond Indenture to designated “Articles”, “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Bond Indenture as originally executed. The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Bond Indenture as a whole and not to any particular Article, Section or other subdivision unless the context indicates otherwise.

28

ARTICLE II

THE SERIES 2007A BONDS

Section 2.1                          Authorized Amount of Series 2007A Bonds . No bonds may be issued under the provisions of this Bond Indenture except in accordance with this Article. The total principal amount of Series 2007A Bonds that may be issued is hereby expressly limited to $19,000,000

Section 2.2                          Issuance of Series 2007A Bonds . The Series 2007A Bonds shall be designated “Brown County, South Dakota Subordinate Solid Waste Facilities Revenue Bonds (Heartland Grain Fuels, L.P. Ethanol Plant Project), Series 2007A”.

The Series 2007A Bonds shall be issuable only as registered bonds in the denominations of $5,000 and integral multiples thereof. Unless the Issuer shall otherwise direct, the Series 2007A Bonds shall be numbered from R-1 upward. The CUSIP number of 115433AA2 shall be set forth on the Bond.

The Series 2007A Bonds shall be dated as of the date of issuance and delivery thereof, shall bear interest at the rate of eight and one-quarter percent (8.25%) per annum (except to the extent to which the Bonds bear interest at the Taxable Rate pursuant to Section 5.1 hereof), calculated on the basis of a 360-day year of twelve 30-day months, payable on each Interest Payment Date, and shall mature on January 1, 2017 and be subject to Mandatory Sinking Fund Redemption as set forth in Section 5.2 hereof on January 1 in the years and in the amounts as follows:

* Final Maturity

Each Series 2007A Bond shall, except as provided in this Section 2.2, bear interest from the Interest Payment Date next preceding the date of authentication of such Series 2007A Bond to which interest on the Series 2007A Bonds has been paid, unless (i) such date of authentication is an Interest Payment Date to which interest has been paid, in which case from such Interest Payment Date, (ii) such date of authentication is after the Record Date with respect to an Interest Payment Date and prior to such Interest Payment Date, in which case from such Interest Payment Date or (iii) no interest has been paid on the Series 2007A Bonds, in which case from the date of issuance and delivery thereof.

The person in whose name any Series 2007A Bond is registered at the close of business on any Record Date with respect to any Interest Payment Date shall be entitled to receive the

29

interest payable on such Interest Payment Date notwithstanding any registration of transfer or exchange subsequent to such Record Date and prior to such Interest Payment Date.

The principal of and interest on the Series 2007A Bonds shall be payable in any currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debts and such principal shall be payable upon presentation at the principal corporate trust office of the Bond Trustee. Payment of the interest on any Series 2007A Bond shall be made to the Person appearing on the Bond Register as the Registered Owner thereof as of the close of business of the Bond Trustee on the Record Date for such interest payment and shall be paid (i) by check or draft of the Bond Trustee mailed on the applicable Interest Payment Date to the registered owner at such owner’s address as it appears on the Bond Register or at such other address as is furnished to the Bond Trustee in writing by such Owner not less than 15 days prior to the Interest Payment Date or (ii) as to any Owner of $1,000,000 or more in aggregate principal amount of the Series 2007A Bonds who so elects, by wire transfer of funds to such wire transfer address within the continental United States as the Registered Owner shall have furnished in writing to the Bond Trustee no later than the Record Date, which wire instructions shall remain in effect until Bond Trustee is notified to the contrary.

Defaulted Interest with respect to any Series 2007A Bond shall cease to be payable to the Owner of such Series 2007A Bond on the relevant Record Date and, except as hereinafter provided, shall be payable to the Owner in whose name such Series 2007A Bond is registered at the close of business of the Bond Trustee on the Special Record Date for the payment of such Defaulted Interest, which Special Record Date shall be fixed in the following manner. The Borrower shall notify the Bond Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Series 2007A Bond and the date of the proposed payment (which date shall be such, as will enable the  Bond Trustee to comply with the next sentence hereof) and, at the same time, the Borrower or the Obligated Group shall deposit with the Bond Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Bond Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the owners of the Series 2007A Bonds entitled to such Defaulted Interest as provided in this Section. Following receipt of such funds, the Bond Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which date will be fifteen (15) days prior to the date of the proposed payment. The Bond Trustee shall promptly notify the Borrower of such Special Record Date and, in the name and at the expense of the Borrower, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, not less than 10 days prior to such Special Record Date to each Owner of a Series 2007A Bond entitled to such notice at the address of such Owner as it appears on the Bond Register. Such Defaulted Interest shall be paid to the Owners of the Series 2007A Bonds in whose names the Series 2007A Bonds on which such Defaulted Interest is to be paid are registered on such Special Record Date.

Section 2.3                          Execution; Limited Obligation . The Series 2007A Bonds shall be executed on behalf of the Issuer by the manual or facsimile signature of the Chair of the County Commission and attested by the manual or facsimile signature of (or such other officer as may be designated by the Issuer), shall have impressed or printed by facsimile thereon the corporate seal of the Issuer, if required by law, and shall be countersigned by an attorney actually residing in

30

the State and duly licensed to practice in the State. The facsimile signatures of said officers shall have the same force and effect as if such officers had manually signed each of said Series 2007A Bonds. In case any officer whose signature or facsimile signature shall appear on the Series 2007A Bonds shall cease to be such officer before the delivery of such Series 2007A Bonds, such signature or facsimile signature shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until delivery.

The Series 2007A Bonds shall be limited obligations of the Issuer payable solely from (a) amounts payable under the Loan Agreement (except for Unassigned Rights), (b) amounts derived from the enforcement of the Bond Collateral Documents (except for amounts with respect to Unassigned Rights) amounts on deposit in the funds to the extent herein provided and (c) income from the temporary investment of any of the foregoing. So long as the Senior Credit Facilities are outstanding, all funds available to the Borrower to make loan repayments (including Unassigned Rights) and all amounts derived from the enforcement of the Bond Collateral Documents are subject to prior liens in favor of the Senior Lenders and are subject to the provisions of the Accounts Agreements ant the Intercreditor Agreement. The Series 2007A Bonds shall be a valid claim of the respective Owners thereof only against the funds established under this Bond Indenture and other moneys held by the Bond Trustee for the benefit of the Series 2007A Bonds and the payments  due or to become due upon or under the Loan Agreement (except for Unassigned Rights), all of which are hereby assigned and pledged hereunder for the equal and ratable payment of the Series 2007A Bonds and shall be used for no other purpose than to pay the principal of, premium, if any, and interest on the Series 2007A Bonds, except as may be otherwise expressly authorized in this Bond Indenture. The Series 2007A Bonds do not constitute a debt or liability of the State or of any political subdivision thereof or a pledge of the faith and credit of the State or any political subdivision thereof. The issuance of the Series 2007A Bonds under the provisions of the Act does not, directly, indirectly or contingently, obligate the State or any political subdivision thereof to levy any form of taxation for the payment thereof or to make any appropriation for their payment, and such Series 2007A Bonds and interest payable thereon do not now and shall never constitute a debt of the State or any political subdivision thereof within the meaning of the Constitution or the statutes of the State and do not now and shall never constitute a charge against the credit or taxing power of the State or any political subdivision thereof. Neither the State nor any political subdivision thereof shall in any event be liable for the payment of the principal of or interest on the Series 2007A Bonds or for the performance of any pledge, obligation or agreement of any kind whatsoever which may be undertaken by the Issuer. No breach by the Issuer of any such pledge, obligation or agreement may impose any liability, pecuniary or otherwise, upon the State or any political subdivision thereof. No covenant or agreement in the Series 2007A Bonds or in this Bond Indenture and no obligation herein imposed upon the Issuer and no breach thereof shall constitute or give rise to or impose upon the Issuer a general liability or a charge upon its general credit or property other than the trust estate, as provided herein.

Section 2.4                          Authentication . No Series 2007A Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Bond Indenture unless and until a certificate of authentication on such Series 2007A Bond shall have been duly executed by the Bond Trustee, and such executed certificate of the Bond Trustee upon any such Series 2007A Bond shall be conclusive evidence that such Series 2007A Bond has been authenticated and delivered under this Bond Indenture. The Bond Trustee’s certificate of authentication on any

31

Series 2007A Bond shall be deemed to have been executed by it if signed by an authorized officer or signatory of the Bond Trustee, but it shall not be necessary that the same officer or signatory sign the certificate of authentication on all of the Series 2007 Bonds issued hereunder.

Section 2.5                          [Intentionally Deleted]

Section 2.6                          Form of Bonds and Temporary Bonds . The Series 2007A Bonds shall be substantially in the form set forth in Exhibit A hereto with such appropriate variations, omissions and insertions as are permitted or required by this Bond Indenture or deemed necessary by the Bond Trustee and the Issuer.

Series 2007A Bonds may be initially issued in temporary form exchangeable for definitive Series 2007A Bonds when ready for delivery. The temporary Series 2007A Bonds shall be of such denomination or denominations as may be determined by the Issuer and may contain such reference to any of the provisions of this Bond Indenture as may be appropriate. Every temporary Series 2007A Bond shall be executed by the Issuer and be authenticated by the Bond Trustee upon the same conditions and in substantially the same manner as the definitive Series 2007A Bonds. If the Issuer issues temporary Series 2007A Bonds, it will execute and furnish definitive Series 2007A Bonds without delay and thereupon the temporary Series 2007A Bonds may be surrendered for cancellation in exchange therefor at the principal corporate trust office of the Bond Trustee, and the Bond Trustee shall authenticate and deliver in exchange for such temporary Series 2007A Bonds an equal aggregate principal amount of definitive Series 2007A Bonds of the same Series and maturity of authorized denominations. Until so exchanged, the temporary Series 2007A Bonds shall be entitled to the same benefits under this Bond Indenture as definitive Series 2007A Bonds authenticated and delivered hereunder.

Section 2.7                          Delivery of Series 2007A Bonds . Upon the execution and delivery of this Bond Indenture, the Issuer shall execute and deliver to the Bond Trustee and the Bond Trustee shall authenticate the Series 2007A Bonds and deliver them to the purchasers as may be directed by the Issuer as hereinafter in this Section 2.7 provided.

Prior to the delivery by the Bond Trustee of any of the Series 2007A Bonds there shall be filed with or delivered to the Bond Trustee and the Issuer:

(a)                                   a copy, duly certified by the Chair of the County Commission or the County Auditor of the Issuer, of the resolutions adopted and approved by the Issuer authorizing the execution and delivery of the Purchase Contract, the Loan Agreement, this Bond Indenture, and the Tax Exemption Agreement and the issuance and sale of the Series 2007A Bonds;

(b)                                  copies, duly certified by the Secretary or an Assistant Secretary of the Borrower of the resolutions adopted and approved by the Borrower authorizing the execution of or approving the, the Loan Agreement, the Subordinate Mortgage, the Subordinate Security Agreement, the Subordinate Equity Pledge Agreement and the Tax Exemption Agreement and approving this Bond Indenture and the issuance and sale of the Series 2007A Bonds;

(c)                                   an original executed counterpart of this Bond Indenture, the Loan Agreement, the Subordinate Mortgage, the Subordinate Security Agreement, the Subordinate Equity Pledge Agreement and the Tax Exemption Agreement;

32

(d)                                  a request and authorization to the Bond Trustee on behalf of the Issuer and signed by its Chair (or such other officer as may be designated by the Issuer) to authenticate and deliver the Series 2007A Bonds to the purchasers therein identified upon payment to the Bond Trustee, but for the account of the Issuer, of the net proceeds from the sale of the Series 2007A Bonds;

(e)                                   the approving opinion of Bond Counsel;

(f)                                     an opinion of counsel to the Borrower as to the valid authorization, execution and delivery of the Loan Agreement and other related documents and as to such other matters as reasonably requested; and

(g)                                  such other closing documents and opinions of counsel as the Bond Trustee or the Issuer may reasonably specify.

Section 2.8                          Mutilated, Lost, Stolen or Destroyed Series 2007A Bonds . In the event any temporary or definitive Series 2007A Bond is mutilated, lost, stolen or destroyed, the Issuer may execute and the Bond Trustee may authenticate a new Series 2007A Bond of like form, date, maturity and denomination as that mutilated, lost, stolen or destroyed; provided that, in the case of any mutilated Series 2007A Bond, such mutilated Series 2007A Bond shall first be surrendered to the Bond Trustee, and in the case of any lost, stolen or destroyed Series 2007A Bond, there shall be first furnished to the Issuer and the Bond Trustee evidence of such loss, theft or destruction satisfactory to the Issuer and the Bond Trustee, together with indemnity satisfactory to them. In the event any such Series 2007A Bond shall have matured, instead of issuing a replacement Series 2007A Bond the Issuer may pay the same without surrender thereof. The Issuer and the Bond Trustee may charge the holder or owner of such Series 2007A Bond with their reasonable fees and expenses in this connection.

Section 2.9                          Bond Register; Transfer and Exchange of Series 2007A Bonds; Persons Treated as Owners . The Bond Register shall be kept by the Bond Trustee at its principal corporate trust office. At reasonable times and under reasonable regulations established by the Bond Trustee, the Bond Register may be inspected and copied by the Issuer.

Upon surrender for registration of transfer of any Series 2007A Bond at the principal corporate trust office of the Bond Trustee, the Issuer shall execute and the Bond Trustee shall authenticate and deliver in the name of the transferee or transferees a new fully registered Series 2007A Bond or Series 2007A Bonds of the same maturity and of authorized denomination for the aggregate principal amount which the Registered Owner is entitled to receive. Any Series 2007A Bond or Series 2007A Bonds may be exchanged at said office of the Bond Trustee for a like aggregate principal amount of Series 2007A Bond or Series 2007A Bonds of the same maturity of other authorized denominations. The execution by the Issuer of any Series 2007A Bond shall constitute full and due authorization of such Series 2007A Bond, and the Bond Trustee shall thereby be authorized to authenticate, date and deliver such Series 2007A Bond.

All Series 2007A Bonds presented for registration of transfer or exchange shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in

33

form and w