MASTER CREDIT AGREEMENT

Exhibit 10.1

MASTER

CREDIT AGREEMENT

dated as of August 10, 2007

between

GREAT PLAINS ETHANOL, LLC

as Borrower

and

AGCOUNTRY FARM CREDIT SERVICES, FLCA

as Lender

TABLE OF CONTENTS

MASTER CREDIT AGREEMENT

THIS MASTER CREDIT AGREEMENT is made and entered into as of August 10, 2007, by and between GREAT PLAINS ETHANOL, LLC, d/b/a POET Biorefining – Chancellor, a South Dakota limited liability company, (“ Borrower ”) and AGCOUNTRY FARM CREDIT SERVICES, FLCA, a federal land credit association organized under the Farm Credit Act of 1971, as amended (“ Lender ”).

RECITALS:

A.             Borrower and Lender are parties to a Credit Agreement dated as of June 19, 2002, as amended by the First Amendment to the Credit Agreement dated September 1, 2004, and amended and restated pursuant to the terms of the Amended and Restated Credit Agreement dated July 12, 2005 (collectively, the “ Original Credit Agreement ”), and promissory notes, instruments and other documents and agreements, pursuant to which Lender has made certain loans, credit facilities and other credit accommodations available to Borrower.

B.             Borrower has undertaken an expansion of its production facilities and requests credit accommodations from Lender to finance a portion of the costs associated therewith.

C.             Subject to the terms and conditions hereof and under the other Loan Documents, Lender agrees to refinance amounts owing under the Original Credit Agreement, provide a revolving credit facility, and provide a construction loan facility for use in expansion of Borrower’s production facilities.

D.             Borrower may request, and Lender in its discretion may provide to Borrower, additional loans and other credit accommodations from time to time.

AGREEMENT:

In consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I.

GENERAL TERMS

Section 1.01          Definitions . Capitalized terms used herein have the meanings set forth on Attachment I hereto.

Section 1.02          Master Agreement/Supplements . Additional terms of each loan, credit facility and other credit accommodation are set forth in supplements (“Supplements”) to this Master Credit Agreement (“Master Agreement”). The terms of this Master Agreement and the Supplements supersede all prior agreements and arrangements between Borrower and Lender related to the Loans and govern the relationship and agreements between Borrower and Lender. In the event Borrower and Lender agree to additional loans, credit facilities, and/or other credit accommodations from time to time in the future, Borrower and Lender will enter into additional

Supplements to this Master Agreement. Each Supplement will set forth additional terms and conditions specific to such loans and credit facilities, including without limitation, the applicable:

(a)            amount of the loan and/or credit facility;

(b)            interest rate and rate options,

(c)            fees, costs and expenses; and

(d)            repayment terms.

In the event of any inconsistency between the terms set forth in the Master Agreement and any Supplement, the terms of the applicable Supplement will control to the extent provided in such Supplement. Unless otherwise provided in a Supplement, each Supplement applies solely to the Loans described therein. The Supplements, including all Supplements entered into as the date hereof and all future Supplements (when they become effective) are hereby incorporated by reference.

Section 1.03          Notes . Each Supplement may be accompanied by one or more Notes made by Borrower.

Section 1.04          Default Interest . Upon the occurrence and during the continuance of a Default or Event of Default or after acceleration, Borrower will pay interest (“ Default Interest ”) with respect to the Loans at the rate otherwise applicable plus an additional two hundred basis points per annum (2.00%). Default Interest is payable on demand. The Default Interest rate will apply whether or not Lender has exercised its option to accelerate the maturity of the Loans and declare the entire principal balance due and payable.

Section 1.05          Interest Generally; Maximum Rate . Lender’s internal records of applicable interest rates are determinative in the absence of manifest error. In the event any Governmental Authority subjects Lender to any new or additional charge, fee, withholding or tax of any kind with respect to any Loan, or changes the method of taxation of any Loan, or changes the reserve, capital or deposit requirements applicable to any Loan, Borrower will pay such additional amounts as will compensate Lender for such cost (including opportunity cost) or lost income resulting therefrom as reasonably determined by Lender. Notwithstanding anything to the contrary herein or in any Supplement, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which may be treated as interest on such Loan under applicable law (collectively, the “ Charges ”) exceed the maximum lawful rate of interest (the “ Maximum Rate ”) which may be contracted for, charged, taken, received or reserved by Lender, the rate of interest payable in respect of the Loans, together with all Charges payable in respect thereof, will be limited to the Maximum Rate; provided, such Charges may be applied by Lender and collected over a longer period of time to avoid application of a rate that exceeds the Maximum Rate. Any amount paid in excess of the Maximum Rate will be applied to principal and other amounts outstanding in the order Lender deems appropriate.

Section 1.06          Payments Generally . All payments will be made to Lender at the address set forth in Section 8.01 in U.S. Dollars and in immediately available funds, without set-off, deduction, or counterclaim, not later than 11:00 A.M. (Fargo, North Dakota time) on the date on

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which such payment is due, and each payment made after such time on such due date will be deemed to have been made on the next succeeding Business Day. All payments may be applied by Lender to principal, interest, fees and other amounts in any order which Lender elects in its sole reasonable discretion. Whenever any payment is stated to be due on a day that is not a Business Day, such payment will be due and payable on the next succeeding Business Day, not later than 11:00 A.M., and such extension of time will in such case be included in the computation of the payment of interest and fees, as the case may be.

Section 1.07          Computations . Computations of interest and fees (to the extent computed on the basis of days elapsed) hereunder will be made on the basis of a year of 360 days with twelve 30 day months, including the first day but excluding the last day, occurring in the period for which such interest or fees are payable. Each determination by Lender of an interest amount or fee hereunder will be final, conclusive, and binding for all purposes, except in the event of manifest error. All interest and fees will be considered earned when due.

Section 1.08          Prepayments . (a)   Subject to applicable fees and charges and such other terms and conditions as set forth in any applicable Supplement, Borrower may prepay the Loans, in whole or in part at any time and from time to time, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to Lender not less than sixty days prior to any such prepayment; provided , that the amount of any such prepayment may not be less than $100,000. Each such notice will be irrevocable and will specify the proposed date of such prepayment (which shall be any regularly scheduled monthly payment date) and the principal amount to be prepaid. The amount specified in such notice will be due and payable on the date designated in such notice, together with accrued interest on the amount so prepaid and any prepayment fee or premium payable in connection therewith.

(b)            If Borrower issues any membership interests, any other equity interests, or any debt securities, then no later than the Business Day following the date of receipt of the proceeds thereof, Borrower must prepay the Loans in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith; provided , that no such prepayment is required in the event Borrower issues membership interests or other equity interests and the proceeds of such issuance are invested in assets that constitute either plant or equipment of Borrower and such assets become Collateral subject to Lender’s first priority Lien under the Loan Documents. Any such prepayment will applied in accordance with paragraph (d) below.

(c)            Borrower will pay to Lender a prepayment premium in connection with any prepayment of the Loans as a result of a refinance or payoff through sources other than from Borrower’s cash flow from operating activities as follows:

(i)             2.0% of the outstanding Indebtedness under the Loans during the first year following the Closing Date;

(ii)            1.0% of the outstanding Indebtedness under the Loans during the second year following the Closing Date; and

(iii)           0.0% thereafter.

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Borrower agrees that the prepayment premium is paid as a fee for the right to prepay, and that the prepayment premium does not constitute liquidated damages or a prepayment penalty.

(d)            Any prepayments will be applied as follows: first to fees and reimbursable expenses of Lender then due and payable pursuant to any of the Loan Documents; second to interest then due and payable on the Loans; third pro rata to the principal balance of each term loan outstanding in inverse order of maturity, until each loan is paid in full; and fourth pro rata to the principal balance outstanding under each revolving credit facility until all such amounts are paid in full.

Section 1.09          Advances . Lender is authorized and directed to credit the account Borrower designates in writing for all Advances made hereunder. Lender is authorized, in Lender’s sole discretion, to advance Loan funds for any amount Borrower is obligated to pay hereunder.

Section 1.10          Fees . Borrower agrees to pay to Lender the fees set forth in the letter of Lender to Borrower dated May 21, 2007, relating to the commitments made and the services rendered by Lender in connection with the Loans (the “ Fees ”). Borrower agrees that the Fees were fully earned by Lender upon execution by Borrower of Lender’s conditional commitment and fee letters dated May 21, 2007.

Section 1.11          Termination of Existing Loan Documents . Except to the extent otherwise provided herein or in any other Loan Documents, the Original Credit Agreement and all other agreements executed and delivered in connection therewith are terminated and of no further force and effect. However, nothing herein relieves either party of its indemnification obligations under the Original Credit Agreement or any agreement, document, or instrument delivered in connection therewith.

Section 1.12          Collateral . The Obligations are secured by Lender’s first priority Lien on the Collateral. Borrower hereby pledges, mortgages, transfers, assigns, sets aside, and grants a security interest to Lender in the Collateral.

Section 1.13          Priority . Except to the extent any Loan is specifically subordinated to one or more other Loans, each Loan will be pari passu with all other Loans in all respects.

Section 1.14          Proceeds of Collateral . All proceeds received by Lender from the sale or other liquidation of the Collateral when an Event of Default exists will be applied in accordance with Section 1.08(d) . After all the Obligations (including without limitation, all contingent Obligations) have been paid and satisfied in full, all Commitments have been terminated and all other obligations of Lender to Borrower have been otherwise satisfied, any remaining proceeds of Collateral will be delivered to the Person entitled thereto as directed by Borrower or as otherwise determined by applicable law or applicable court order.

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ARTICLE II.

CONDITIONS PRECEDENT

Section 2.01          Conditions To Effectiveness . Lender will have no obligation under this Agreement or any other Loan Document until each of the following conditions is satisfied (or waived in accordance with Section 8.02 ):

(a)            Lender has received all fees and other amounts due and payable on or prior to the date hereof, including the fees and amounts for reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by Borrower pursuant to this Agreement, under any other Loan Document, or any other agreement with Lender.

(b)            Borrower has delivered to Lender duly executed counterparts of the following, each in form and substance acceptable to Lender in all respects:

(1)            the Master Agreement;

(2)            each of the First Supplement, Second Supplement and Third Supplement to this Master Agreement, along with all Notes and other documents, instruments and agreements required thereunder;

(3)            the duly executed Security Agreement, together with UCC-1 financing statements and other applicable documents under the laws of the jurisdictions with respect to the perfection of the Liens granted under the Security Agreement in order to perfect such Liens, duly authorized for filing by Borrower;

(4)            all Control Agreements required under Section 6.13 , if any;

(5)            the Mortgage, fully notarized, together with evidence that it has been recorded in all places to the extent necessary or desirable, in the judgment of Lender, to create a valid and enforceable first priority Lien (subject to Permitted Encumbrances) on the fee simple estate (or leasehold or other interest if agreeable to Lender) of the Real Estate, together with UCC fixture financing statements, as applicable;

(6)            collateral Assignments of all Material Contracts, together with copies of such Material Contracts, certified by a Responsible Officer as being in full force and effect, and not subject to a default by any party thereto; and

(7)            the Consent and Waiver of Borrower Rights.

(c)            Lender has received as of the Closing Date (or such other date specified in this Section 2.01(c) ) the following, each in form and substance acceptable to Lender in all respects:

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(1)            a commitment from a title company acceptable to Lender, in its sole discretion, to issue a title insurance policy assuring Lender that the Mortgage creates a valid and enforceable encumbrance on the Real Estate, free and clear of all defects and encumbrances except Permitted Encumbrances;

(2)            copies of favorable UCC, tax, judgment, bankruptcy and fixture lien search reports (or other evidence of the same satisfactory to Lender) in all necessary or appropriate jurisdictions and under all legal and trade names of Borrower and all other parties requested by Lender, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances;

(3)            duly executed landlord waivers and/or warehouseman, or bailee agreements with respect to all inventory of Borrower located at leased locations or other locations not owned by Borrower in fee simple, if any, along with a certified copy of all leases of Borrower, if any;

(4)            certified copies of the articles of organization or other charter documents of Borrower, together with certificates of good standing or existence, as are available from the Secretary of State (or other applicable Governmental Authority) of the jurisdiction of organization of Borrower and each other jurisdiction where Borrower is required to be qualified to do business as a foreign entity;

(5)            a certificate, dated as of the date hereof and signed by an appropriate Responsible Officer, attaching and certifying copies of the bylaws or similar documents, and appropriate resolutions authorizing the execution, delivery and performance of the Loan Documents and certifying the name, title and the signature of each officer executing the Loan Documents;

(6)            one or more favorable written opinions of counsel to Borrower, addressed to Lender, addressing the matters set forth on Exhibit 2.01(c)(6) ;

(7)            certificates of insurance, in form and substance acceptable to Lender, describing the types and amounts of insurance (property and liability) carried by Borrower, in each case insuring Lender as a first mortgagee under a standard mortgagee clause, and naming Lender as lender loss payee or additional insured, as the case may be, and which include a stipulation that coverages will not be cancelled or diminished without at least 30 days’ prior written notice to Lender, together with a lender’s loss payable endorsement;

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(8)            an assignment of the Borrower’s business interruption insurance policy, duly executed by Borrower and pursuant to which the Borrower assigns to Lender all of Borrower’s right, title and interest in and to its business interruption insurance policy, and which assignment shall have been consented to and certified in writing by the other party(ies) to such insurance policy;

(9)            satisfactory appraisals of all Real Estate (including an “as built” appraisal), together with satisfactory collateral audits of all accounts, inventory and other personal property requested by Lender (including field audit and survey conducted by Lender);

(10)          copies of duly executed payoff letters, in form and substance satisfactory to Lender, executed by each existing lender, together with (a) UCC-3 or other appropriate termination statements, in form and substance satisfactory to Lender, releasing all liens of the existing lenders upon any of the personal property of Borrower, (b) cancellations and releases, in form and substance satisfactory to Lender, releasing all liens of the existing lenders upon any of the Real Estate, and (c) any other releases, terminations or other documents reasonably required by Lender to evidence the payoff of Indebtedness owed to existing lenders;

(11)          certified copies of all material consents, permits, approvals, authorizations, registrations and 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 operation of Borrower’s business, including the production of ethanol and by-products thereof, certified by a Responsible Officer or appropriate official of the applicable Governmental Authority, as the case may be, as being in full force and effect, and not being subject to any condition precedent;

(12)          three copies of a survey and maps or plats of the Real Estate certified to the Lender and the Title Company in a manner reasonably satisfactory to each of Lender and the Title Company, dated a date reasonably satisfactory to each of Lender and the Title Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based are sufficient to delete any standard printed survey exception contained in the applicable title insurance policy;

(13)          Federal Emergency Management Agency Standard Flood Hazard Determination Certificates certifying, among other things, that none of the Real Estate is located within a flood hazard area;

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(14)          Phase I Environmental Site Assessment Reports 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 firms preparing such environmental reports authorizing Lender to rely on such reports;

(15)          a certificate dated the Closing Date and signed by an appropriate Responsible Officer, confirming and certifying the solvency of Borrower before and after giving effect to all transactions contemplated by the Loan Documents, together with (A) the Projections and (B) the Pro Forma Balance Sheet for Borrower as of the Closing Date;

(16)          copies of Borrower’s audited financial statements as of its most recent fiscal year end and internally prepared financial statements as of the last day of the immediately preceding quarter, each in form and substance satisfactory to Lender;

(17)          a certificate dated the Closing Date and signed by a Responsible Officer, confirming notice to Borrower pursuant to section 326 of the USA Patriot Act of 2001, 31 U.S.C. sec. 5318; and

(18)          an Agreement with POET Management, LLC acceptable to Lender in all respects.

(d)            The representations and warranties set forth in the Loan Documents are true and correct in all material respects.

(e)            All conditions precedent in the other Loan Documents have been satisfied or waived in accordance with Section 8.02 .

(f)             No Default or Event of Default has occurred and is continuing.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lender, as of the date hereof, the date of each Supplement, and the date of each Advance (unless otherwise specified) as follows:

Section 3.01          Existence; Power . Borrower (a) is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of South Dakota, (b) has all requisite power and authority to carry on its businesses as now conducted, and (c) is duly qualified to do business, and is in good standing, in each jurisdiction where such qualification is required, except where a failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.

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Section 3.02          Organizational Power; Authorization . The execution, delivery and performance by Borrower of the Loan Documents to which it is a party are within its limited liability company powers and have been duly authorized by all necessary board, manager, and if required, member action. This Agreement and the other Loan Documents have been duly executed and delivered by Borrower, and constitute valid and binding obligations of Borrower, enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Section 3.03          Governmental Approvals; No Conflicts . The execution, delivery and performance by Borrower of the Loan Documents (a) does not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect or where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, articles of incorporation, bylaws, or other organization documents of Borrower or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on Borrower or any of its assets or give rise to a right thereunder to require any payment to be made by Borrower, and (d) will not result in the creation or imposition of any Lien on any asset of Borrower except Liens created under the Loan Documents.

Section 3.04          Financial Statements . Borrower has furnished to Lender copies of Borrower’s (a) audited financial statements (consistent with the requirements of Section 4.01(a) ) as of its most recent fiscal year end and (b) internally prepared financial statements (consistent with the requirements of Section 4.01(b) ) as of the last day of the most recent quarter. Such financial statements fairly present the financial condition of Borrower as of such dates and the results of operations for such periods in conformity with GAAP consistently applied, subject in the case of interim financial statements, to year-end audit adjustments and the absence of footnotes. Since the date of such financial statements, there have been no changes with respect to Borrower which have had or could reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect on the business, results of operations, financial condition, assets, liabilities or prospects of Borrower.

Section 3.05          Litigation and Environmental Matters .

(a)            No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending against or, to the knowledge of Borrower, threatened against or affecting Borrower (1) as to which there is a reasonable possibility of an adverse determination that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect or (2) which in any manner draws into question the validity or enforceability of this Agreement or any other Loan Document.

(b)            Borrower (1) has not failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (2) has not become subject to any Environmental Liability, (3) has

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not received notice of any claim with respect to any Environmental Liability, or (4) does not know of any basis for any Environmental Liability.

Section 3.06          Compliance with Laws and Agreements . Borrower is in compliance with all (a) applicable laws, rules, and regulations, (b) orders of any Governmental Authority, and (c) all indentures, agreements or other instruments binding upon it or its properties; except where non-compliance, either singly or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 3.07          Investment Company Act, Etc . Borrower is not (a) an “investment company,” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, (b) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 2005 , as amended, or (c) otherwise subject to any other regulatory scheme limiting its ability to incur debt.

Section 3.08          Taxes . Borrower and each other Person for whose taxes Borrower could become liable have timely filed or caused to be filed all tax returns and other filings that are required to be filed by any of them, and have paid all taxes shown to be due and payable (or with respect to real estate taxes, have paid all taxes prior to the time the same become delinquent) on such returns or on any assessments made against it or its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority, except (a) to the extent the failure to do so would not have a Material Adverse Effect or (b) where the same are currently being contested in good faith by appropriate proceedings and for which Borrower has set aside adequate reserves on its books in accordance with GAAP. The charges, accruals and reserves on the books of Borrower in respect of such taxes are adequate, and no tax liabilities that could be materially in excess of the amount so provided are anticipated.

Section 3.09          Margin Regulations . None of the proceeds of the Loans have been used, directly or indirectly, for “purchasing” or “carrying” any “margin stock” with the respective meanings of each of such terms under Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect, or for any purpose that violates the provisions of Regulation U, T or X of the Board of Governors of the Federal Reserve System.

Section 3.10          ERISA . No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used under GAAP) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used under GAAP) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $10,000 the fair market value of the assets of all such underfunded Plans.

Section 3.11          Ownership of Property . Borrower has good title to or a valid leasehold interest in all of the real and personal property material to operation of Borrower’s businesses. Borrower owns, or is licensed or otherwise has the right to use, all patents, trademarks, service

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marks, tradenames, copyrights and other intellectual property material to its business, and the use thereof by Borrower does not infringe on the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 3.12          Disclosure . Borrower has disclosed to Lender all agreements, instruments, and corporate or other restrictions to which Borrower is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of Borrower pursuant to this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by any other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, not misleading.

Section 3.13          Labor Relations . There are no strikes, lockouts or other material labor disputes or grievances against Borrower, or, to the knowledge of Borrower, threatened against or affecting Borrower, and no significant unfair labor practice, charges or grievances are pending against Borrower, or to the knowledge of Borrower, threatened against Borrower before any Governmental Authority. All payments due from Borrower pursuant to any collective bargaining agreement have been paid or accrued as a liability except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Section 3.14          Subsidiaries . Borrower has no Subsidiaries other than those for which Borrower has complied with the requirements of Section 4.10 .

Section 3.15          Permits . Borrower has, and Schedule 3.15 sets forth, all of the material licenses, consents, approvals, authorizations and permits of Governmental Authorities which Borrower is required to maintain in connection with the operation of Borrower’s business, including but not limited to any of the foregoing related to Environmental Laws, zoning and land-use laws (including any requirement to obtain a special exception, if applicable), water use laws, waste disposal laws, laws requiring construction permits, and occupancy certificates. Borrower has provided true and correct copies of such licenses, consents, approvals, authorizations and permits to Lender.

Section 3.16          Projections . As of the Closing Date, the Projections fairly present Borrower’s reasonable forecast of the results of operations and changes in cash flows for the periods covered thereby, based on the assumptions set forth therein, which assumptions are reasonable based on historical experience and presently known facts.

Section 3.17          Material Contracts . Borrower is a party to, and Schedule 3.17 sets forth a complete and accurate listing of, all Material Contracts which are required to be in effect to operate the Project. Material Contracts shall include but not be limited to the Construction Agreement (and any material subcontracts thereof, and separate construction contracts with other contractors for improvements not covered by the Construction Agreement), management agreements, supply and procurement agreements, sales and marketing agreements, transportation agreements (including agreements for railroad services, rail car leases, and the like), and utility

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agreements. Borrower is in compliance with all Material Contracts, and to Borrower’s knowledge, all other parties thereto are in compliance with all Material Contracts.

Section 3.18          Anti-Terrorism Laws . Neither Borrower nor any of its Affiliates is in violation of (a) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, (b) Executive Order No. 13,224, 66 Fed Reg 49,079 (2001), issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism) or (c) the anti-money laundering provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, Public Law 107-56 (October 26, 2001) amending the Bank Secrecy Act, 31 U.S.C. Section 5311 et seq .

ARTICLE IV.

AFFIRMATIVE COVENANTS

Borrower covenants and agrees that so long as any commitment is in effect or the principal of or interest on any Loan or any fee remains unpaid:

Section 4.01          Financial Statements and Other Information . Borrower will deliver to Lender:

(a)            as soon as available and in any event (1) within 120 days after the end of each fiscal year of Borrower, a copy of the annual audited report for such fiscal year for Borrower as of the end of such fiscal year and the related consolidated balance sheets, statements of income, owners’ equity and cash flows (together with all footnotes thereto) of Borrower for such fiscal year, (2) setting forth in comparative form (for all reports delivered after Borrower’s first fiscal year of plant operations) the figures for the previous fiscal year, all in reasonable detail and reported on by a firm of independent public accountants acceptable to Lender (without a “going concern” or like qualification, exception or explanation and without any qualification or exception as to scope of such audit), and a statement from such accountants to the effect that such financial statements present fairly in all material respects the financial condition and the results of operations of Borrower for such fiscal year in accordance with GAAP, that the examination by such accountants in connection with such financial statements has been made in accordance with GAAP;

(b)            as soon as available and in any event within 45 days after the end of each quarter, an unaudited balance sheet of Borrower as of the end of such quarter and the related unaudited statements of income, owner’s equity and cash flow of Borrower for such quarter and the then elapsed portion of such fiscal year, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of Borrower’s previous fiscal year; in either case all certified by an appropriate Responsible Officer of Borrower as presenting fairly in all material respects the financial

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condition and results of operations of Borrower in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes;

(c)            within 45 days of the last day of each quarter, a certificate, in form and substance satisfactory to Lender in all respects, of a Responsible Officer, (1) certifying as to whether there exists a Default or Event of Default on the date of such certificate, and if a Default or an Event of Default then exists, specifying the details thereof and the action which Borrower has taken or proposes to take with respect thereto, (2) setting forth in reasonable detail calculations demonstrating compliance with Article V , (3) stating whether any change in GAAP or the application thereof has occurred since the date of Borrower’s most recent previously delivered audited financial statements and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; and (4) attaching a production report, certified as to accuracy, which sets forth pertinent information in respect of the amount of ethanol produced and other information as Lender may request from time to time;

(d)            concurrently with the financial statements referred to in clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether it obtained any knowledge during the cause of its examination of such financial statements of the occurrence of any Default or Event of Default (which certificate may be limited to the extent required by accounting rules or guidelines);

(e)            promptly after the same become available, copies of all periodic reports distributed by Borrower to its members generally, or to any national securities exchange, as applicable;

(f)             concurrently with the delivery of the financial statements referred to in clause (a) above, a copy of Borrower’s pro forma budget and business plan for the subsequent fiscal year for Borrower, containing a pro forma consolidated balance sheet of Borrower as of the end of such subsequent fiscal year and the related pro forma consolidated statements of income, owners’ equity and cash flows (together with all footnotes thereto) of Borrower for such subsequent fiscal year; and

(g)            promptly following any request therefor, such other information regarding the results of operations, business affairs and financial condition of Borrower as Lender may reasonably request.

Section 4.02          Notices of Material Events . Borrower will promptly furnish written notice to Lender of the following, in each case accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto:

(a)            the occurrence of any Default or Event of Default;

(b)            the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of Borrower, affecting Borrower which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

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(c)            the occurrence of any event or any other development by which Borrower (1) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (2) becomes subject to any Environmental Liability, (3) receives notice of any claim with respect to any Environmental Liability, or (4) becomes aware of any basis for any Environmental Liability and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;

(d)            the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(e)            the incurrence of any Indebtedness, including Indebtedness permitted under this Agreement; and

(f)             any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Section 4.03          Existence; Conduct of Business; Eligible Borrower . Borrower will do all things necessary to preserve, renew and maintain in full force and effect its legal existence and its rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, and will continue to engage in the same business as presently conducted or such other businesses that are reasonably related thereto. Borrower shall maintain at all time its status as an entity eligible to borrow from Lender and the farm credit system of lending institutions.

Section 4.04          Compliance with Laws, Etc . Borrower will comply with all laws, rules, regulations and requirements of any Governmental Authority applicable to it or its properties, except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Borrower will in all respects conform to and comply with all applicable covenants, conditions, restrictions and reservations, and with all requirements of Governmental Authorities, including, without limitation, all building codes and zoning, environmental, hazardous substance, energy and pollution control laws, ordinances and regulations affecting Borrower’s business, and the Real Estate and the related improvements.

Section 4.05          Payment of Obligations . Borrower will pay and discharge all of its obligations and liabilities (including without limitation all tax liabilities and claims that could result in a statutory Lien) before the same become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Borrower has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

Section 4.06          Books and Records . Borrower will keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities to the extent necessary to prepare the consolidated financial statements of Borrower in conformity with GAAP.

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Section 4.07          Visitation, Inspection, Audit, Etc .

(a)            Borrower will permit any representative or agent of Lender to visit and inspect its properties, to conduct audits of the Collateral, to examine its books and records and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with any of its officers, employees and its independent certified public accountants, all at such reasonable times and as often as Lender, may reasonably request after reasonable prior notice to Borrower; provided , if a Default or an Event of Default has occurred and is continuing, no prior notice will be required. Borrower will bear all expenses incurred by Lender in connection with any such visit, inspection, audit, examination, or discussion.

(b)            Borrower will deliver to Lender such appraisals of the Real Estate and other fixed assets of Borrower as Lender may request at any time and from time to time, such appraisals to be conducted by an appraiser, and to be presented in form and substance, reasonably satisfactory to Lender, in each case conducted at the expense of Borrower if the appraisal is delivered in connection with a request by Borrower for an accommodation, waiver, or other credit action.

Section 4.08          Maintenance of Properties; Insurance . Borrower will (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear expected, except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (b) maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds and in the amounts customarily carried by companies in the same or similar business operating in the same of similar locations and under the same or similar circumstances, and in any event, with coverages no less than and subject to the terms described on Exhibit 4.08 .

Section 4.09          Use of Proceeds . No part of the proceeds of any Loan will be used, directly or indirectly, for any purpose that would violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or for speculative purposes, including, without limitation, speculating in the commodities and/or futures markets.

Section 4.10          Subsidiaries . Schedule 4.10 lists Subsidiaries of Borrower as of the date hereof. Within 10 Business Days after Borrower acquires or forms any Subsidiary, Borrower will notify Lender and will cause such Subsidiary to execute a Guarantee of the Obligations, a joinder to the Security Agreement, and a joinder to such other instruments, agreements, and documents as Lender requires, each in form and substance satisfactory to Lender, and will cause such Subsidiary to deliver simultaneously therewith similar documents applicable to such Subsidiary required under Section 2.01 as requested by Lender.

Section 4.11          Assignment of Material Contracts . Borrower will notify Lender of the existence of any Material Contract promptly upon entering into the same. Borrower agrees to promptly execute and deliver to Lender such Collateral Assignments and take such other actions as Lender requests in furtherance of Borrower’s collateral assignment of Borrower’s rights under such Material Contracts.

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Section 4.12          Compliance with Certain Laws . Borrower will (a) ensure that no Person that Controls Borrower is or will be listed on the Specially Designated Nationals and Blocked Person List or other similar list maintained by the Office of Foreign Assets Control (“ OFAC ”), the Department of Treasury or included in any executive order or other similar list of such Persons published by a Governmental Authority, (b) not use or permit the use of any proceeds of any Loan to violate any of the foreign asset control regulations of OFAC or any enabling statute, executive order, or requirement of a Governmental Authority relating thereto, and (c) comply with all applicable Bank Secrecy Act (“ BSA ”) laws and regulations, as amended.

Section 4.13          Farm Products . If Borrower acquires any Collateral which may have constituted Farm Products in the possession of the seller or supplier thereof, Borrower will, at its sole expense, use its best efforts to take such steps to insure that all Liens (except the security interests granted to Lender) in such acquired Collateral are terminated or released, including, without limitation, in the case of such Farm Products produced in a state which has established a Central Filing System (as defined in the Food Security Act), registering with the Secretary of State of such state (or such other party or office designed by such state) and otherwise take such reasonable actions necessary, as prescribed by the Food Security Act, to purchase Farm Products free of liens, security interest and encumbrances of any kind (except the security interests granted to Lender); provided, however , that Borrower may contest and need not obtain the release or termination of any lien, security interest or encumbrance asserted by any creditor of any seller of such Farm Products, so long as it contests the same by proper proceedings and maintain appropriate accruals and reserves therefore in accordance with GAAP. Upon the Lender’s request, Borrower agrees to forward to Lender promptly after receipt copies of all notices of Liens and master lists of effective financing statements delivered to Borrower pursuant to the Food Security Act, which notices and/or lists pertain to any of the Collateral. Upon Lender’s request, Borrower agrees to provide Lender with the names of Persons who supply Borrower with such Farm Products and such other information as Lender may reasonably request with respect to such Persons.

If any warehouse receipt or receipts in the nature of a warehouse receipt is/are issued in respect of any portion of the Collateral, then Borrower (a) will not permit such warehouse receipt or receipts in the nature thereof to be “negotiable” as such term is used in Article 7 of the UCC and (b) will deliver all such receipts to Lender (or a Person designated by Lender) within five days of Lender’s request and from time to time thereafter. If no Default or Event of Default then exists, Lender agrees to deliver to Borrower any receipt so held by Lender upon Borrower’s request in connection with Borrower’s sale or other disposition of the underlying Collateral, if such disposition is in the ordinary course of Borrower’s business.

ARTICLE V.

FINANCIAL COVENANTS

Borrower covenants and agrees that so long as any Obligation remains unpaid or any Commitment is in effect:

Section 5.01          Fixed Charge Coverage Ratio . On the Closing Date, and at the end of each fiscal year following the Closing Date, Borrower will maintain a Fixed Charge Coverage

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Ratio of not less than 1.15:1.00. After the first fiscal year of operations after the completion of the Project (as defined in the Third Supplement), which includes the year construction of the Project is completed, Borrower will maintain a Fixed Charge Coverage Ratio of 1.00:1.00 increasing to 1.15:1.00 after the second fiscal year after the Project is completed, and each year thereafter. When an Owners’ Equity Ratio of 60% and working capital of $12,000,000 is reached and maintained, then the minimum Fixed Charge Coverage Ratio will be maintained or reduced, as the case may be, to 1.0:1.0. Should the Owners’ Equity Ratio decline below 60% or working capital decline below $12,000,000 the minimum Fixed Charge Coverage Ratio of 1.15:1.0 will be reinstated.

Section 5.02          Working Capital . On the Closing Date, and at the end of the fiscal year following the Closing Date, Borrower will maintain working capital of at least (a) $5,000,000. After the first fiscal year of operations after the completion of the Project (as defined in the Third Supplement), which includes the year construction of the Project is completed, Borrower will maintain working capital of $10,000,000, increasing to $12,000,000 after the second fiscal year after the Project is completed. The amount of Lender’s unfunded Revolving Commitment Amount (as defined in the Second Supplement) will be considered working capital for purposes of the determination of compliance with this covenant.

Section 5.03          Tangible Net Worth . Borrower’s Tangible Net Worth will be, and will not fall below, at any time, $70,000,000 as of December 31, 2007. Borrower’s minimum Tangible Net Worth shall increase annually by an amount equal to 25% of Borrower’s Net Income measured as of each fiscal year end until an Owners’ Equity Ratio of not less than 50% is maintained.

Section 5.04          Capital Expenditures . During the Funding Period (as defined in the Third Supplement), Borrower will not make Capital Expenditures unrelated to the Project (as defined in the Third Supplement) in excess of $750,000 without the prior written consent of Lender. Following completion of the Project, Borrower will not make Capital Expenditures in excess of $2,000,000 in any fiscal year without Lender’s prior written approval.

Section 5.05          Owners’ Equity Ratio . Borrower must maintain an Owners’ Equity Ratio of at least (a) 45% on the Closing Date and on December 31, 2007, (b) 47% on December 31, 2008, (c) 49% on December 31, 2009, and (d) 50% on December 31, 2010, and at all times thereafter.

Section 5.06          Current Ratio . On the Closing Date, and at the end of each fiscal year following the Closing Date, Borrower will maintain a ratio of current assets to current liabilities of not less than 1.20:1.00. The amount of Lender’s unfunded Revolving Commitment Amount (as defined in the Second Supplement) will be considered working capital for purposes of the determination of compliance with this covenant.

Compliance with the financial covenants set forth in this Article V will be measured based on financial statements dated as of the close of business on the last day of the immediately preceding quarter for the related period.

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ARTICLE VI.

NEGATIVE COVENANTS

Borrower covenants and agrees that so long as Lender has a commitment hereunder or the principal of or interest on any Loan or any fee remains unpaid:

Section 6.01          Indebtedness . Borrower will not create, incur, assume or suffer to exist any Indebtedness, except:

(a)            Indebtedness created pursuant to the Loan Documents;

(b)            Indebtedness acceptable to Lender in its sole discretion and existing on the date hereof and set forth on Schedule 6.01(b) and extensions and renewals of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof;

(c)            Indebtedness subordinate to the Obligations in an amount not to exceed $5,000,000 on terms and conditions acceptable to Lender in its sole discretion, provided such Indebtedness (i) is advanced prior to any disbursement of the Loans by Lender under the Expansion Loan Facility by Lender, (ii) is unsecured, (iii) accrues interest at an annual interest rate of 12% or less, (iv) does not require interest payments until the date Substantial Completion occurs, (v) does not require principal payments until at least one year from the date Subst