CREDIT AGREEMENT

Loan Agreement

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HUSKER AG LLC | Union Bank and Trust Company

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Title: CREDIT AGREEMENT
Governing Law: Nebraska Date: 4/2/2007

EXHIBIT 10.26

CREDIT AGREEMENT

This Credit Agreement (“Agreement”) dated as of January 5, 2007 by and between Union Bank and Trust Company (“Lender”) and Husker Ag, LLC (“Borrower”), in consideration of credit extended by Lender under the terms and conditions set forth below the parties hereto agree as follows:

ARTICLE I - DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below (and such meaning shall be equally applicable to both the singular and plural form of the terms defined, as the context may require):

‘Advance’ shall mean funds advanced to the Borrower under the Loans described in Article 2 herein.

‘Affiliate’ shall mean any person, firm or corporation (other than a Subsidiary) which directly or indirectly, is in control of, is controlled by, or is under common control with, any other person, firm or corporation.

‘Business Day’ shall mean a day, other than a Saturday or Sunday, on which commercial banks are open for business in Omaha, Nebraska.

‘Capital Expenditures’ means, for any period, without duplication, (a) the additions to property, plant and equipment and other capital expenditures of Borrower that are (or would be) set forth on a statement of cash flows of Borrower for such period prepared in accordance with GAAP and (b) Capital Lease Obligations incurred by Borrower during such period.

‘Closing Date’ shall mean that date on which the Lender and Borrower have executed all Loan Documents to which they are parties and on which all conditions in Article 3 have been met.

‘Code’ means the Internal Revenue Code of the United States, as amended and in effect from time to time.

‘Collateral’ shall mean the property described in Article 4, together with any other personal or real property in which the Lender may be granted a lien or security interest to secure payment of the Loan and together with the Assignment of all Contracts or Agreements required herein.

‘Construction Contract’ shall mean that principal contract between Borrower and any third parties and any addenda thereto for construction or expansion of the Facility.

‘Control’ shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies, whether through ownership of voting securities, by contract or otherwise.

‘Debt’ or “Indebtedness” shall mean ( i ) indebtedness of such Borrower for borrowed money, ( ii ) indebtedness of such Borrower for the deferred purchase price of property or services (except trade payables arising in the ordinary course of business), ( iii ) guarantees, endorsements (other than for collection in the ordinary course of business) and other contingent obligations of such Borrower to purchase, to provide funds for payment, to supply funds to invest in any person, corporation or other entity or otherwise to assure a creditor against loss, ( iv ) obligations of such Borrower under leases which shall have been or should be in accordance with GAAP , recorded as capital leases, ( v ) Unfunded Benefit Liabilities of such Borrower and ( vi ) any liability that would be classified as indebtedness in accordance with GAAP.

‘Default Rate’ shall mean a rate which is 4 percent per annum higher than the highest rate of interest otherwise then accruing on all or any portion of the Loan.

‘Deposit Accounts’ means all demand, time, savings, passbook or similar depository accounts of Borrower with financial institutions, including but not limited to Borrower’s operating, payroll and other bank or depository accounts.

‘Disbursing Agent’ is initially Union Title Company, and in the event Union Title Company ceases to act as Disbursing Agent, the Disbursing Agent will be a Person selected by Lender who succeeds to such duties.

‘Dollar’ and ‘$’ shall mean dollars in lawful currency of the United States of America.

‘Earnings Before Interest and Taxes’ shall mean the sum of net income of the Borrower on a consolidated basis, plus interest expense and all charges against such income for such period for federal, state, and local taxes actually paid or provided for as a dividend declared but unpaid.

‘Environmental Laws’ shall mean any and, all federal, state, and local statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions relating to the environment or to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes into the environment, including, without limitation, ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes.

‘ERISA’ shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, including any rules and regulations promulgated thereunder.

‘ERISA Affiliate’ means any trade or business which, together with Borrower, is treated as a single employer under Section 414 of the Code.

‘ERISA Event’ means (a) any reportable event, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a plan; (b) the existence of an “accumulated funding deficiency”; (c) the filing of an application for a waiver of the minimum funding standard with respect to any plan; (d) the incurrence by Borrower or any of its ERISA Affiliates

of any liability with respect to the termination of any plan; (e) the receipt by Borrower or the ERISA Affiliate of any notice relating to an intention to terminate any plan or to appoint a trustee to administer any plan (f) the incurrence by Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any plan; or (g) the receipt by Borrower or any ERISA Affiliate of any notice concerning the imposition of withdrawal liability.

‘Event of Default’ shall have the meaning set forth in Article 8 and the term “Potential Default” shall mean any event or condition, which, with the lapse of time, or giving of notice, or both, would constitute an Event of Default.

‘Facility’ shall mean the ethanol facilities to be constructed, expanded or operated by Borrower on the real estate described in Exhibit A attached hereto.

‘Free Cash Flow’ Free Cash Flow shall mean the Borrower’s net income, net of 36% tax rate, plus the respective calendar year depreciation and amortization expense, minus allowed capital expenditures and principal payments to Lender and other authorized creditors.

‘GAAP’ shall mean those generally accepted accounting principles set forth in Statements of the Financial Accounting Standards Board and in Opinions of the Accounting Principles Board of the American Institute of Certified Public accountants or which have other substantial authoritative support in the United States of America and are applicable in the circumstances, as applied on a consistent basis. “Consistent basis” shall, however, mean not only that the accounting principles observed in the current period are comparable in all material respects to those applied in the preceding period, but that, in the case of Financial Statements furnished to Banks, the methods of calculation, aggregation and presentation of the balance sheet, statements of income and retained earnings and statements of cash flows shall be substantially the same as those used for the initial Financial Statements, except as may be changed as the result of direction of Borrower’s outside accountants, in which event Borrower must notify Lender of such changes and the basis for such changes.

‘Investment Accounts’ means all securities or investment accounts of Borrower with brokerage firms and others.

‘Lien’ shall mean any mortgage, deed of trust, pledge, charge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any financing statement under the UCC (other than any such financing statement filed for informational purposes only) or comparable law or any jurisdiction to evidence any of the foregoing.

‘Loan’ or ‘Loans’ shall mean the Loan Facility(ies) identified in Article 2 herein.

‘Loan Documents’ shall mean this Agreement, and any other document or instrument executed in connection with or evidencing the Loan.

‘Management Contracts’ means all agreements and contracts, if any, which are material to the management of Borrower’s business in effect presently and entered into from time to time hereafter, as the same may be amended, restated, supplemented or otherwise modified from time to time.

‘Material Adverse Effect’ shall mean any event, occurrence or circumstance that has a material negative effect on ( i ) the business, operations, property, and financial condition of the Borrower, or ( ii ) the validity or enforcement of any of the Loan Documents or the rights or remedies of the Lender hereunder, or ( iii ) the ability of the Borrower to perform its obligations under any of the Loan Documents.

‘Material Contracts’ means (a) the Construction Contract, other prime, subcontractor and materials contracts, Management Contracts, Supply Contracts, Sales and Marketing Contracts, Transportation Contracts, Utility Contracts, process and performance guarantees, and any license agreement; and (b) such other agreements and contracts to which Borrower is or becomes a party that are material to the operation of Borrower’s business.

‘Obligations’ shall mean any Advances and other amounts due to Lender under the Loan Documents, including without limitation, principal, interest, fees, costs, and expenses, attorney fees, together with all renewals, extensions, or refinancing and also all other indebtedness and/or liabilities of Borrower to Lender.

‘Permitted Investments’ shall mean:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof;

(b) commercial paper having the highest rating, at the time of acquisition thereof, of S&P or Moody’s and in either case maturing within six months from the date of acquisition thereof;

(c) certificates of deposit, bankers’ acceptances and time deposits maturing within 180 days of the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any state thereof. Provided, however, for deposits as set forth above totaling $1,000,000 or more such deposits will be insured over and above the standard FDIC insurance by the commercial bank.

(d) 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 described in clause (c) above;

(e) mutual funds investing solely in any aria or more of the Permitted Investments described in clauses (a) through (d) above;

(f) Hedging Agreements entered into in the ordinary course of business solely to hedge or mitigate risks to which Borrower is exposed in the conduct of its business or management of its liabilities; and the Lender Stock.

‘Permitted Liens’ shall mean: ( i ) liens and security interests securing indebtedness owed by the Borrower to the Lender; ( ii ) liens for taxes, assessments or similar charges not yet due; ( iii ) liens of material men, mechanics, warehousemen, or carriers or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; ( iv ) purchase money liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure indebtedness outstanding on the date hereof ( v ) liens and security interests which, as of the date hereof, have been disclosed to and approved by the Lender in writing or as set forth in an attached Schedule hereto; and ( vi ) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the not value of the Borrower’s assets.

‘Person’ shall mean any individual, corporation, partnership, of any type, limited liability company, joint venture, association, joint stock company, trust, incorporated organization or government.

‘Request’ shall mean a communication (by telephone, letter, fax or otherwise) from a person reasonably believed by Lender to be the Borrower or an authorized officer or manager of Borrower making the Request upon which Lender shall be entitled to rely.

‘Sales and Marketing Contracts’ means all agreements and contracts in effect presently and entered into from time to time hereafter which are material to the sale or disposal of products and by-products produced by Borrower, as such agreements and contracts are amended, restated, supplemented or otherwise modified from time to time.

‘Subordinated Debt’ shall mean such liabilities of the Borrower which have been subordinated to those owed to the Lender in a manner acceptable to the Lender.

‘Subsidiary’ shall mean any corporation, partnership association, joint venture, limited liability company, or other unincorporated organization or entity with respect to which Borrower has voting power to elect a board of directors (or other similar governing body), or has the power under ordinary circumstances to directly or indirectly control the management thereof.

‘Substantial Completion’ shall be deemed to occur on the date on which the Construction Contract is sufficiently complete so that Borrower can occupy and use the Facility for its intended purposes. Substantial Completion shall be attained at the point in time when the Facility is ready to grind corn and begin operation for its intended use as a 40 million gallons per year (“MMGY”) fuel ethanol production plant in addition to the existing plant with a capacity of 20 MMGY.

‘Supply Contracts’ means all agreements and contracts related to the supply of inputs material to the operation of Borrower’s business in effect presently and entered into from time to time hereafter, as the same such agreements and contracts are amended, restated, supplemented or otherwise modified from time to time.

‘Transportation Contracts’ means all agreements and contracts in effect presently and entered into from time to time hereafter related to the provision of transportation or shipping services which are material to the operation of Borrower’s business as the same such agreements and contracts are amended, restated, supplemented or otherwise modified from time to time.

‘Utility Contracts’ means all contracts and agreements in effect presently and entered into from time to time hereafter which are material to the provision to Borrower of necessary electricity, natural gas, water, fuel oil, coal and other energy resources in connection with the operation of Borrower’s facility, equipment and offices, as the same such agreements and contracts are amended, restated, supplemented or otherwise modified from time to time.

ARTICLE 2 - LOANS

Subject to the terms and conditions set forth in this Agreement, Lender agrees to make Advances to Borrower on any Business Day from the date hereof to, but excluding the Final Advancement Date identified for said Advances, so long as no Event of Default or Potential Default has occurred. Lender agrees to advance sums to Borrower not to exceed $35,000,000. This Loan shall be evidenced by a Construction Loan up to $25,000,000 (“Construction Loan”) and Revolving Term Construction Loan up to $10,000,000 (“Revolving Loan”).

In addition to the foregoing Loans the existing operating loan commitment in the amount of $5,000,000 will remain in place and will serve as the main operating loan (“Operating Loan”). The Operating Loan will continue to be governed by the existing terms of that loan including the borrowing base now in effect and as hereafter modified.

Section 2.1 Construction Loan . Lender agrees to advance sums to Borrower up to the amount of $25,000,000 (Maximum Principal Balance) subject to the above limitations, until the earlier of Substantial Completion, or February 15, 2008, whichever occurs first (Construction Loan Final Advancement Date). If circumstances beyond Borrower’s control make it not reasonably possible to obtain Substantial Completion by February 15, 2008, Lender may extend such date which consent for extension shall not be unreasonably withheld. Each Advance made will reduce the funds available for future advances by the amount of the Advance. Repayments of principal will not be available for subsequent Advances. The proceeds of said Loan will be used by Borrower for financing the construction of a 40 million gallon dry mill ethanol plant (Purpose) and Borrower agrees not to request or use such proceeds for any other purpose.

(a)

Interest . Borrower hereby promises to pay interest on the principal indebtedness outstanding from time to time on each Advance from and including the date of such Advance and otherwise in accordance with statements issued by Lender. Interest shall be payable on the following dates, each such date an “Interest Payment Date”, provided that interest accruing at the Default Rate, if applicable, shall be payable on demand.

Said interest shall be payable on the 1st day of each quarter commencing the first day of the first calendar quarter (based on a 4 quarter calendar year) following the first Advance through and including the Construction Loan Final Advancement Date and 6 months thereafter. Commencing on the First Principal Payment Date, as set forth in Section 2.1(b), said interest shall be payable on the principal payment installment due dates at the following rate per annum:

Libor Rate Libor Rate (London Interbank Offered Rates as reported in the Wall Street Journal on the last business day of the preceding month) interest shall accrue from the date of each Advance at a variable rate per annum equivalent to the 1-month Libor Rate plus 3% (the “Variable Rate”). The Variable Rate will be adjusted monthly on the 1 ^st of each month until 6 months after Substantial Completion. Interest rate shall be adjusted 6 months after Substantial Completion to an amount equal to a 3-month Libor Rate plus 3% then further subject to adjustment on the 1 ^st day of each calendar quarter (based on a 4 quarter calendar year) according to the following schedule:

If owner equity, (tangible net worth divided by tangible assets) based on preceding year end’s annual audit (starting year end 2007’s annual audit), is equal to or greater than 40% then interest shall be adjusted to a rate index of a 3-Month Libor Rate plus 3%; if owner equity is equal to or greater than 50% then the interest shall be adjusted to a rate index of a 3-Month Libor Rate plus 2.55%; and if the owner equity is equal to or greater than 60% the interest rate shall be adjusted to a rate index of a 3-Month Libor Rate plus 2.3%; with these options, the rate index as set forth in this paragraph will then be annually adjusted on the date the preceding year end’s annual audit is received by Lender and backdated to the first day of the current year; OR

The Borrower may select a fixed rate option based on the Federal Home Loan Bank FHLB 3-year or 5-year fixed advance rate plus 3% beginning on the first day of the month following 6 full months after Substantial Completion ; Prepayment penalty will apply if a fixed rate option is selected. A make whole agreement, which method of determination shall be disclosed to Borrower before Borrower selects a fixed rate option, will apply if payoff occurs during the first year of the fixed option and then a penalty 2% of the then outstanding principal balance thereafter.

(b)

Principal Payment . Borrower hereby promises to pay principal plus all accrued interest as follows:

Interest shall be paid quarterly through the Substantial Completion or February 15, 2008, whichever occurs first, and 6 months thereafter. Equal principal payments of $892,857.15 plus interest are to commence on the first day of the quarter (based on a 4 quarter year) following 6 months after Substantial Completion and thereafter on a quarterly basis. The Construction Loan shall be repaid in full in 28 quarterly payments.

Section 2.2 Revolving Loan . Lender agrees to advance sums to Borrower up to the amount of $10,000,000, Maximum Principal Amount, subject to the limitations in this Article 2, becoming available January 1, 2007 and until the expiration of 39 months after the Construction Loan has been paid in full or matures, whichever occurs first, but no later than June 1, 2018. (The Revolving Loan Final Advancement Date). Repayments of principal will be available for subsequent Advances until the first principal payment date as described in 2.2(b) when the Maximum Principal Amount will be reduced by the amount of each scheduled principal payment amount. The proceeds of the Revolving Loan will be used by Borrower for financing construction of a 40 million gallon dry mill ethanol plant (Purpose) and Borrower agrees not to request or use such proceeds for any other purpose.

(a)

Said interest shall be payable on the 1st day of each quarter commencing the first day of the first calendar quarter (based on a 4 quarter calendar year) following the first Advance through the Revolving Loan maturity date of June 1, 2018. Commencing on the First Principal Payment Date, as set forth in Section 2.2(b), said interest shall be payable on the principal payment installment due dates at the following rate per annum:

If owner equity, based on preceding year end’s annual audit (starting year end 2007’s annual audit), is equal to or greater than 40% then interest shall be adjusted to a rate index of a 3-Month Libor Rate plus 3%; if owner equity is equal to or greater than 50% then the interest shall be adjusted to a rate index of a 3-Month Libor Rate plus 2.55% ; and if the owner equity is equal to or greater than 60% the interest rate shall be adjusted to a rate index of a 3-Month Libor Rate plus 2.3%; with these option, the rate will then be annually adjusted on the date the preceding year end’s annual audit is received by Lender and backdated to the first day of the current year; OR

selected. A make whole agreement, which method of determination shall be disclosed to Borrower before Borrower selects the fixed rate option, will apply if payoff occurs during the first year of the fixed option and then thereafter a prepayment premium of 2% of the then outstanding principal balance shall apply.

(b)

Principal Payment . Borrower hereby promises to pay principal, plus all accrued interest as follows:

Quarterly principal payments of $833,333.34 plus interest commencing three months following the maturity or payment of the Construction Loan, whichever is earlier, but no later than September 1, 2015. Payments shall be in 12 equal principal payments plus the accrued interest. The 12 ^th and final payment will be due no later than June 1, 2018. The actual payment amount of all payments may vary according to the interest rate then in effect and the outstanding principal balance and any unpaid fees, costs or expenses.

Section 2.3 Other Loans . The existing Loans between Lender and Borrower shall remain in effect in accordance with their existing terms and conditions. The covenants and warranties under the existing Loans are incorporated herein and become a part of this Credit Agreement effective 6 months after construction completion of the expansion to the Facility.

Section 2.4 Computation . Interest shall be computed on the basis of a 360 day year, but charged on the actual number of days elapsed. If interest is not paid as and when it is due, it may be added to the principal, become and be treated as a part thereof, and shall thereafter bear like interest.

Section 2.5 Fees . Borrower agrees to pay the following fees, in addition to those costs and expenses referenced in Section 9.5 of this Agreement.

Section 2.5.1 Loan Origination Fee . Borrower agrees to pay Lender for structuring the Loan, a fee of $262,500 at closing, to be paid from the loan proceeds.

Section 2.6 Repayment . Borrower agrees to pay Lender, at the location identified by Lender, the entire unpaid principal balance, plus interest, fees and other Lender’s costs and reasonable expenses in U.S. dollars in accordance with this Agreement and the following provisions. If any payment of principal or interest falls due on a day that is not a Business Day, then such due date shall be extended to the next following Business Day. On loans not in default, other than loans with revolving credit, all payments received will first be applied to protective advances and fees, then to accrued interest, and finally to principal. On Loans with revolving credit, unless the payment is designated by Borrower as an interest payment, payments shall first be applied to protective advances and fees, then to reduce principal and finally to accrued interest. Upon the occurrence and continuance of an Event of Default, payments shall first be applied to default interest, then to protective advances and fees, then to pre default accrued interest, and finally to principal.

Funds received by Lender will be applied the day received, if before 5:00 p.m., Central Standard Time, unless received on a holiday or weekend, in which case said funds will be credited the next Business Day. Wire transfers will be given credit the day received only if received before 2:00 p.m., Central Standard Time.

Funds received by Lender on a revolving credit loan shall be immediately available for re-advance under the provisions of this Agreement if made by wire transfer, cash or other method of ensuring funds immediately available to Lender. Payment made in funds not immediately available to Lender, shall not be available to Borrower for re-advance for two business days thereafter or until Lender has confirmed the availability of funds whichever is the last to occur.

Section 2.6.1 Notes Evidencing Advances . The Advances of Lender shall be evidenced by promissory notes of Borrower substantially in the form set forth in Exhibit B , payable to the order of Lender, in accordance with the terms of this Agreement. Lender shall record in its records the date and amount of each Advance made by Lender, each repayment of principal thereon, and, if applicable, the dates on which the interest for each such Advance is payable. The aggregate unpaid principal amount so recorded shall be rebuttable presumptive evidence of the principal amount owing and unpaid on such Note. The failure to so record any such amount shall not, however, limit or otherwise affect the obligations of Borrower hereunder or under any Note to repay the principal amount of the Advances, together with all interest accruing thereon.

Section 2.7 Prepayment . This provision applies to all prepayments of principal, whether mandatory or voluntary (except for Free Cash Flow Payments), which prepay the Loan in full or which exceed any scheduled principal payments.

Section 2.7.1 Voluntary Prepayments . Subject to the payment of any applicable prepayment fees or funding losses as provided herein, Borrower may prepay the Loan in full before its maturity or make additional principal payments on the Construction Loan or Revolving Loan in any amount on any Business Day, specifying the Loan upon which any prepayment is made. Such additional principal payment shall not, however, defer, postpone or alter the amount or due date of any scheduled payments required under this Agreement.

Section 2.7.2 Mandatory Prepayments . If, at any time, the outstanding unpaid principal amount on any Loan shall exceed the Maximum Principal Balance on said Loan, Borrower shall immediately repay Advances in an amount sufficient to reduce the outstanding unpaid principal to the Maximum Principal Balance.

Section 2.7.3 Free Cash Flow Payment . In addition to the scheduled principal payments required herein, Borrower agrees to make special principal payments equal to 10% of available Free Cash Flow to the extent that such payment(s) do not cause default of any of the covenants in this Agreement. Said mandatory prepayments shall be limited to a maximum of $1,500,000.00 per fiscal year and the aggregate total of all such payments shall not exceed $5,000,000.00. Such payments shall be applied to scheduled principal installments of the Construction Loan in inverse order of maturity. Any mandatory payments from Free Cash Flow shall be made within 120 days of the end of each fiscal year based on the Borrower’s audited financial statements for the year just ended. In the

event the amount of such payments would result in a covenant default, the amount of payment will be reduced to an amount that would not cause a covenant default.

Section 2.7.4 Prepayment fees . Borrower will pay to Lender a prepayment premium in connection with any prepayment of the Loans, unless a fixed rate option has been selected which shall then be covered by Section 2.1(a) or 2.2(a), as a result of a refinancing with another financial institution or lender:

(1)

3.0% of the outstanding indebtedness of both the Construction Loan and the Revolving Loan from the closing date through third year following the First Construction Loan Principal Payment Date; and

(2)

1.0% of the outstanding indebtedness of both the Construction Loan and the Revolving Loan after the third year following the First Construction Loan Principal Payment Date.

ARTICLE 3 - CONDITIONS PRECEDENT

Section 3.1 Conditions Precedent to Closing . The obligations of Lender to close the Loans shall be subject to the conditions precedent that Lender shall have received on or before the Closing Date all of the following in form and substance satisfactory to Lender.

Section 3.1.1 Organizational Documents . Copies of the organizational documents of Borrower and any Subsidiary, including certificates of good standing in their State of organization, and copies of all resolutions, incumbency certificates or other authorizations of Borrower and any Subsidiary, certified by the appropriate officers of such entity as being in full force and effect authorizing, as applicable, the Loans as herein provided, and for the execution, delivery and performance of this Agreement and the other Loan Documents or any instruments or agreements required hereunder to which such entity is a party.

Section 3.1.2 Evidence of insurance . Insurance certificates and such other evidence, in form or substance satisfactory to Lender, of all insurance required to be maintained under this Agreement and the Loan Documents.

Section 3.1.3 Loan Documents . All duly executed originals of the Loan Documents.

Section 3.1.4 Payment of Fees and Expenses . Evidence that Borrower has paid all fees and expenses then due and payable under this Agreement.

Section 3.1.5 Title and Lien Verification . In connection with all real property included in the Collateral, Lender shall have received a title insurance commitment in an amount and from a title insurance company in form, scope and substance satisfactory to Lender to assure Lender of its lien priority as required by this Agreement and with no exceptions contained therein except as are approved in writing by attorneys for Lender. Further, that evidence satisfactory to Lender and the title company be obtained by Borrower establishing that all labor and material bills have been paid and that there is no possibility

of a lien for such items which might be prior to Lender’s lien on the Collateral. In connection with all personal property included in the Collateral, Lender shall have received searches of appropriate filing offices showing no liens filed against the Collateral, except those to be released prior to disbursement or otherwise acceptable to Lender to assure Lender of its lien priority as required by this Agreement.

Section 3.1.6 No Material Change . No change shall have occurred in the condition, financial or otherwise, or operation of Borrower since the Loan was approved based on information known to Lender at time of Loan approval, which could reasonably be expected to result in a Material Adverse Effect.

Section 3.1.7 Further Assurances . Borrower shall have provided and/or executed and delivered to Lender such further assignments, documents or financing statements, in form and substance satisfactory to the Lender, that Borrower is to execute and/or deliver pursuant to the terms of the Loan Documents, this Agreement, or as Lender may otherwise reasonably require.

Section 3.1.8 Opinion of Counsel . Borrower shall have provided a favorable opinion of its counsel addressed to the Lender covering such matters as the Lender may reasonably require, including, without limitation, due organization, authorization and execution of all of the Loan Documents, enforceability, and other opinions as Lender may reasonably request.

Section 3.1.9 Secretary Certificate . A certificate of the Secretary or an Assistant Secretary of Borrower, dated as of the Closing Date, certifying: (i) true and complete copies of the articles of organization and operating agreement (or equivalent documents); (ii) the names and true signatures of the officers and/or directors authorized to sign this Agreement and the other documents to be delivered hereunder; (iii) true and complete copies of the resolutions of the board of directors of the Borrower or other documentation providing authority for the transactions and documents contemplated hereunder; (iv) that there is no proceeding for the dissolution or liquidation of the Borrower or threatening its existence; and (v) that the schedules attached to the Loan Documents are true and complete as of the Closing Date.

Section 3.1.10 Invested Equity . Borrower shall have provided Lender with evidence of funding from equity capital, non-repayable grants and tax increment financing of at least $15,318,000.

Section 3.1.11 Disbursing Agreement . A Disbursing Agreement, in a form acceptable to Lender, shall have been executed and delivered to Lender with respect to the process by which Advances are made of proceeds of the Loans.

Section 3.1.12 Appraisal . Lender shall have received an as-built appraisal in form and amount satisfactory to Lender for the Facility as expanded.

Section 3.1.13 Boundary Survey . Lender shall have received in a form satisfactory to Lender, a boundary survey of the real estate certified to Lender and the Title Company

issuing the title insurance, dated a date reasonably satisfactory to each of Lender and the Title Company by an independent professional licensed land surveyor, which boundary survey is sufficient to delete any standard printed survey exception contained in the title insurance policy.

Section 3.1.14 Flood Hazard Determination . Lender shall have received a Federal Emergency Management Agency Standard Flood Hazard Determination Certificate certifying, among other things, whether any of the real estate Collateral is located within a flood hazard area and, if so located, Borrower shall have provided Lender with evidence of insurance satisfactory to Lender.

Section 3.1.15 Phase I Environmental Site Assessment . Lender shall have received a Phase I Environmental Site Assessment Report on all of the real estate, along with such further environmental review and audit reports as Lender requests (which may include Phase II reports), and letters by the firm preparing such environmental reports authorizing Lender to rely on such reports.

Section 3.1.16 Construction Documents . Lender shall have received an executed copy of the Construction Contract and each agreement with a subcontractor (to the extent separately requested by Lender), together with (A) a copy of the site plan, (B) a schedule listing all subcontracts relating to the project, and such other contracts, subcontracts and schedules as Lender may request, (C) a work progress schedule showing estimated completion time for each phase of the project construction, (D) a sworn construction cost statement, duly executed by Borrower, including a reconciliation of actual costs incurred to-date against budgeted amounts, (E) a copy of each permit and each other building permit, license and other agreement that Borrower is required by law to obtain in connection with the project, together with a schedule of all other necessary licenses and permits which must be obtained in order to occupy and operate a dry mill ethanol production facility (at maximum capacity of approximately 76 MMGY) on the real estate where the Facility expansion will be built, and (F) a soil report related to the real estate where the Facility expansion will be built, certified by a registered engineer acceptable to Lender, including structural design recommendations in form and substance satisfactory to Lender.

Section 3.1.17 Consents and Approvals . Certified copies of all material consents, approvals, authorizations, registrations, filings and orders required or advisable to be made or obtained under any requirement of law or by any material contractual obligation of Borrower, in connection with the project or operation of Borrower’s business, including the production of ethanol and by-products thereof, and such consents, approvals, authorizations, registrations, filings and orders must be in full force and effect and all applicable waiting periods must have expired.

Section 3.1.18 Financial Statements . Lender shall have received copies of Borrowers internally prepared financial statements as of the last day of the immediately preceding calendar quarter, and any and all prior year audited financial statements.

Section 3.1.19 Representations and Warranties . The representations and warranties contained in this Agreement and the Loan Documents are true as of the Closing Date.

Section 3.1.20 Material Contracts . Collateral Assignments of all Material Contracts in existence as of the Closing Date, together with copies of such Material Contracts.

Section 3.1.21 Borrowing Base Certificate . A Borrowing Base Certificate, in a form acceptable to Lender.

Section 3.2 Additional Conditions Precedent to Initial Advance . The obligation of Lender to make an initial Advance shall be subject to the conditions precedent in Section 3.1 and the additional conditions that Lender shall have received on or before the initial Advance all of the following in form and substance satisfactory to Lender.

Section 3.2.1 No Default . As of the Advance date, no Event of Default or Potential Default shall have occurred and be continuing and disbursing the amount of the Advance requested shall not result in an Event of Default or Potential Default.

Section 3.2.2 Representations and Warranties . The following statements shall be true and the giving of a Request for an Advance by any Borrower shall be deemed to be a representation and warranty by the Borrower that the following statements are true both on the date of such Request and on the date of such Advance: (i) the representations and warranties contained in Article 5 hereof and in the other documents to be delivered hereunder are true and complete on and as of the date of such Advance as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Advance, which constitutes an Event of Default or Potential Default; (iii) no Material Adverse Effect has occurred and is continuing; (iv) the Total Lender indebtedness does not exceed the Maximum Principal Balance; and (v) no order, judgment or decree of any court, arbitrator or Governmental Authority that does, or seeks to, enjoin or restrain any Lender from making any Advance is pending or threatened.

Section 3.2.3 No Intervening Liens . Lender’s liens, security interests and assignments have been perfected, are .first priority liens, security interests and assignments, and there are no intervening or conflicting liens (including lis pendens) on or claims to Collateral.

Section 3.2.4 No Notice . No notice has been received from Borrower requesting Advances under the Loan be restricted.

Section 3.2.5 All Other Requirements Met . All other requirements precedent to disbursal of loan funds as required by this Agreement have been met.

Section 3.2.6 Consents, Licenses and Approvals . Evidence satisfactory to Lender that all consents, licenses and approvals of governmental authorities and third parties, including but not limited to an Construction Air Permit from the Nebraska Department of Environmental Quality, for a plant capacity of approximately 76 MMGY, have been obtained which are necessary for, or required as a condition of the validity and enforceability of the Loan Documents.

Section 3.2.7 Engineer’s Opinion . Lender shall have received an opinion from Lender’s engineer that all necessary permits for construction and operation have been obtained and that there is adequate water and sanitary waste, gas and electric service available based on needs assessment determined by Facility designers.

Section 3.2.8 Expenditure of Equity and Other Funds . Borrower has provided documents evidencing Borrower’s expenditure of a minimum of $15,318,000 equity capital, with respect to the cost of land acquisition, construction costs, organization costs, financing costs, and pre-production period costs.

Section 3.2.9 Confirmation of Project Costs . Borrower has provided documents and evidence satisfactory to Lender that equity funds, seed capital, grant proceeds, tax increment financing and the Loans are sufficient to complete construction and commence operations in accordance with Borrower’s sworn construction cost statement and projections for operations.

Section 3.2.10 Title Insurance . The title insurance company is willing to issue an endorsement to the title insurance policy providing title insurance coverage for all prior, current and future advances in accordance with this Agreement without any exceptions for liens or claims of any other Person.

Section 3.3 Conditions Precedent to Subsequent Advances . The obligation of Lender to fund subsequent Advances is subject to Lender’s satisfaction of each of the following as well as those in Section 3.2 and each request by Borrower for an Advance shall constitute a representation by Borrower that all conditions precedent in this Article have been satisfied and the amount of the Advance does not exceed the limits set forth in Article 2, or violate or exceed any other provision of this Agreement:.

Section 3.3.1 No Default . As of the Advance date, no Event of Default or Potential Default shall have occurred and be continuing and disbursing the amount of the Advance requested shall not result in an Event of Default or Potential Default.

Section 3.3.2 Risk Management . Within 180 days of the date of this Agreement, Borrower shall have provided Lender with their risk management policies and agreements regarding the procurement of feedstock and marketing of ethanol and ethanol coproducts, acceptable to Lender.

Section 3.3.3 Representations and Warranties . The following statements shall be true, and the giving of a Request for an Advance by any Borrower shall be deemed to be a representation and warranty by the Borrower that the following statements are true both on the date of such Request and on the date of such Advance: (i) the representations and warranties contained in Article 5 hereof and in the other documents to be delivered hereunder are true and complete on and as of the date of such Advance as though made

on and as of such date; ( no event has occurred and is continuing, or would result from such Advance, which constitutes an Event of Default or Potential Default; (iii) no Material Adverse Effect has occurred and is continuing; (iv) the total Lender Indebtedness does not exceed the Maximum Principal Balance; and (v) no order, judgment or decree of any court, arbitrator or governmental authority that does, or seeks to, enjoin or restrain Lender from making any Advance is pending or threatened.

Section 3.3.4 No Intervening Liens . There are no intervening or conflicting liens (including lis pendens) on or claims to Collateral.

Section 3.3.5 No Notice . No notice has been received from Borrower requesting Advances under the Loan be restricted.

Section 3.3.6 All Other Requirements Met . All other requirements precedent to disbursal of loan funds as required by this Agreement have been met.

Section 3.4 Post Closing Requirements . Prior to funding any Advances on the Loan, Borrower must deliver to Lender assignments of all commodity hedging accounts established and all Material Contracts Borrower shall have entered into, at the time such Advance is requested.

Section 3.5 Post Construction Requirements . Following Substantial Completion, and prior to the First Construction Loan Principal Payment Date, Borrower shall satisfy the following conditions and requirements:

Section 3.5.1 Satisfaction of Conditions Precedent . All of the conditions precedent set forth in Section 3.1, 3.2, 3.3 and 3.4 shall have been satisfied in full.

Section 3.5.2 Appraisal . Lender shall have received, in form satisfactory to Lender, an appraisal, or an update to the as-built appraisal obtained prior to construction of the Facility, confirming that the appraised value of the Facility will result in the Maximum Principal Balance not exceeding 65% of the appraised value of the Facility.

Section 3.5.3 ALTA Survey . Lender shall receive, in form satisfactory to Lender, an ALTA as-built survey of the Facility.

Section 3.5.4 Warranties . Lender shall receive upon request, in form satisfactory to Lender, copies of all warranties from suppliers and contractors covering materials, equipment, appliances and the Facility.

Section 3.5.5 Completion of Construction . Lender shall receive, in form satisfactory to Lender, a certificate from an officer of Borrower, certifying that construction of the Facility is final and complete in accordance with the plans and specifications provided to Lender.

Section 3.5.6 Other Documentation . Lender shall have received from Borrower such other documents, instruments and certificates as Lender may reasonably request.

Section 3.6 Revolving Advance Requirements . As of and subsequent to completion of construction of the Facility, requests for Advances shall be made directly to Lender and not through the Disbursing Agent. The obligation of Lender to make Advances shall be subject to the conditions precedent set forth in Sections 3.1, 3.2, 3.3, 3.4 and 3.5.

ARTICLE 4 - SECURITY

Section 4.1 Collateral . As security for the payment and performance of all obligations of Borrower to Lender, including all obligations of Borrower under Article 2 hereof, any future and additional loans or advances made to or on behalf of Borrower by Lender for any purpose, including advances for the protection of Collateral, all attorney fees, costs, and expenses incurred by Lender in the collection of the Loan or in the enforcement or preservation of the rights of Lender in and to the Collateral, Borrower hereby grants to Lender a security interest in certain real or personal property, including the following described property wherever located in which Borrower has or claims an interest, and in all increases, additions, accessions and substitutions (Collateral):

(a) A security interest in the following:

Accounts, General Intangibles, and Other Rights to Payment . All accounts, deposit accounts, contract rights, general intangibles, chattel paper, investment property, documents, instruments, money and other rights to payment now existing and hereafter acquired, from any and all sources, all Government payments whether in cash, in kind or otherwise.

Farm Products . All Farm Products including all crops now growing or hereafter planted or grown, whether harvested, unharvested or stored; all products of crops and all seed, fertilizer, chemicals and supplies used or produced in connection with any crop; all feed and grain from whatever source, stored, used or to be used, whether grown, purchased, or otherwise acquired.

Documents, Instruments and Securities . All documents, instruments, securities and general intangibles including but not limited to ownership interest in US BioEnergy Corporation. Borrower will allow Lender to perfect a security interest in Borrower’s stock in US BioEnergy Corporation and will not sell, transfer, liquidate, or pledge the stock without prior written consent from Lender.

Inventory . All inventory owned by or consigned to Borrower of whatever nature.

Machinery and Equipment . All equipment, machinery, nontitled motor vehicles, tools, tanks, and removable structures used or useful in farming or ranching operations, all fuel, parts, accessories, and improvements thereto.

Fixtures . All fixtures and irrigation equipment located on the real estate upon which the Facilities are located.

Deposit Accounts . All deposit accounts including but not limited to demand, time, savings, passbook and similar accounts.

This security interest is in addition to any security interest or other lien granted to Lender under the terms of any Mortgage, Trust Deed or Security Agreement executed by Borrower or by any third party or any other document or agreement. Said security interest or other lien is continuing and shall include the proceeds and products of the Collateral, including, but limited to, the proceeds of any insurance thereon.

(b) A lien in Borrower’s real estate, as identified in Exhibit A , pursuant to the terms of a trust deed as amended in form satisfactory to Lender.

(d) Security interests in Borrower’s Investment Accounts and Hedging Account, pursuant to account control agreements in forms satisfactory to Lender.

Section 4.2 Collateral Matters . Until all obligations have been fully satisfied, Lender’s security interest in the Collateral, and all proceeds and products thereof, shall continue in full force and effect. During the term of this Agreement, Borrower shall not permit any lien, claim or encumbrance (other than Permitted Liens or those granted to Lender and those subordinated and/or approved in writing by Lender) to remain against any of the Collateral and Borrower shall perform

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