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Farm Credit Services of America
 CREDIT AGREEMENT
 Farm Credit
Services of America, FLCA and Farm Credit Services of America, PCA E Energy Adams,
LLC
 ARTICLE 1  DEFINITIONS
  Advance
 Affiliate
 Business Day
 Capital Expenditures
 Closing Date
 Code
 Collateral
 Construction Contract
 Control
 Debt Indebtedness i ii iii iv v vi
 Default Rate
 Deposit Accounts
 Disbursing Agent
 Dollar $




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Earnings Before Interest and Taxes
 Environmental Laws ,
 ERISA
 ERISA Affiliate
 ERISA Event
 Event of Default Potential Default
 Excess Cash Flow
 Facility
 GAAP
 Investment Accounts
 Lien
 Loan Loans




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Loan Documents
 Management Contracts
 Material Adverse Effect i ii iii
 Material Contracts
 Obligations
 Permitted Investments
       Permitted Liens i ii iii iv v vi
 Person




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Request
 Sales and Marketing Contracts
 Subordinated Debt
 Subsidiary
 Substantial Completion
 Supply Contracts
 Transportation Contracts
 Utility Contracts
 ARTICLE 2  CREDIT FACILITIES
  Section 2.1. Credit Facility A
 (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 month, commencing the
first day of the month following the first Advance through and including the Term Loan
Final Advancement Date. 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.




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Libor Rate
    (b) Principal st
 Section 2.2 Credit Facility B
 (a) Interest
 st
 Libor Rate




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(b) Principal st
 Section 2.3 Credit Facility C
 (a) Interest
 st
 Libor Rate
  (b) Principal
 Section 2.4 Computation
 Section 2.5 Fees
 Section 2.5.1 Origination Fee .
 Section 2.5.2 Administrative Fee .




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Section 2.5.3 Non-Use Fee .
 Section 2.6 Repayment
   Section 2.6.1 Notes Evidencing Advances .
 Section 2.7 Prepayment
 Section 2.7.1 Voluntary Prepayments
 Section 2.7.2 Mandatory Prepayments




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Section 2.7.3 Excess Cash Flow .
 Section 2.7.4 Prepayment fees .
 (1)
    
    3.0% of the outstanding indebtedness during the first year following the First Principal
Term Loan Payment Date and the First Principal Revolving Note Payment Date; and(2)
    
    2.0% of the outstanding indebtedness during the second year following the First Principal
Term Loan Payment Date and the First Principal Revolving Note Payment Date; and(3)
    
    1.0% of the outstanding indebtedness during the third year following the First Principal
Term Loan Payment Date and the First Principal Revolving Note Payment Date; and(4)
    
    0.0% thereafter.
 ARTICLE 3  CONDITIONS PRECEDENT
 Section 3.1 Lender Stock
 Section 3.2 Conditions Precedent to Closing
 Section 3.2.1 Organizational Documents
 Section 3.2.2 Evidence of Insurance
 Section 3.2.3 Loan Documents
 Section 3.2.4 Payment of Fees and Expenses
 Section 3.2.5 Title and Lien Verification




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Section 3.2.6 No Material Change
 Section 3.2.7 Further Assurances
 Section 3.2.8 Opinion of Counsel
 Section 3.2.9 Secretary Certificate .
 Section 3.2.10 Risk Management.
 Section 3.2.11 Invested Equity.
 Section 3.2.12 Disbursing Agreement
 Section 3.2.13 Appraisal
 Section 3.2.14 Boundary Survey
 Section 3.2.15 Flood Hazard Determination
 Section 3.2.16 Phase I Environmental Site Assessment
 Section 3.2.17 Construction Documents




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Section 3.2.18 Consents and Approvals
 Section 3.2.19 Financial Statements
 Section 3.2.20 Representations and Warranties.
 Section 3.2.21 Material Contracts.
 Section 3.2.22 Borrowing Base Certificate.
 Section 3.3 Conditions Precedent to Initial Advance
 Section 3.3.1 No Default
 Section 3.3.2 Representations and Warranties i ii iii iv v
 Section 3.3.3 No Intervening Liens
 Section 3.3.4 No Notice




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Section 3.3.5 All Other Requirements Met
 Section 3.3.6 Consents, Licenses and Approvals
 Section 3.3.7 Engineers Opinion.
 Section 3.3.8 Expenditure of Equity and Other Funds
 Section 3.3.9 Confirmation of Project Costs
 Section 3.3.10 Title Insurance
 Section 3.4 Conditions Precedent to Subsequent Advances
 Section 3.4.1 No Default
 Section 3.4.2 Representations and Warranties i ii iii iv v
 Section 3.4.3 No Intervening Liens
 Section 3.4.4 No Notice
 Section 3.4.5 All Other Requirements Met
 Section 3.5 Post Closing Requirements .




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Section 3.6 Post Construction Requirements
 Section 3.6.1 Satisfaction of Conditions Precedent .
 Section 3.6.2 Appraisal
 Section 3.6.3 ALTA Survey
 Section 3.6.4 Warranties.
 Section 3.6.5 Completion of Construction
 Section 3.6.6 Other Documentation
 Section 3.7 Revolving Advance Requirements
 ARTICLE 4  SECURITY
 Section 4.1 Collateral
 (a) A security interest in the following:
 Accounts, General Intangibles, and Other Rights to Payment.
 Crops.
 Feed and Grain.
 Inventory.
 Machinery and Equipment.
 Fixtures.




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Section 4.2 Collateral Matters
 Section 4.3 Sale of Collateral
 ARTICLE 5  REPRESENTATIONS AND WARRANTIES
  Section 5.1 Organization and Qualification
 Section 5.2 Authorization and Consent i ii iii
       
 iv
 Section 5.3 Binding Agreement
 Section 5.4 Compliance with Laws
 Section 5.5 Litigation
 Section 5.6 Financial Statements
 Section 5.7 Assets i ii
 Section 5.8 ERISA
  Section 5.9 Environmental Compliance
       
  Section 5.10 No Default
 Section 5.11 Receipt and Verification
 Section 5.12 Margin Stock .
 Section 5.13 Security Interest .
 Section 5.14 Contractual Restrictions .
 Section 5.15 Approvals and Licenses .
 Section 5.16 No Untrue Statements .
 Section 5.17 Solvency . i ii iii iv v




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Section 5.18 Taxes
 Section 5.19 Projections
 Section 5.20 Material Contracts
 ARTICLE 6  AFFIRMATIVE COVENANTS
  Section 6.1 Preservation of Existence
 Section 6.2 Compliance with Laws
 Section 6.3 Books and Records
 Section 6.4 Inspection of Properties and Books
 Section 6.5 Maintenance of Property; Insurance




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Section 6.6 Notice of Material Events i ii iii iv v
 Section 6.7 Reports
 Section 6.7.1 Annual Financial Statements and Budget Projections
 Section 6.7.2 Periodic Financial Statements
 Section 6.7.3 Additional Information
 Section 6.8 Account Authorization
 Section 6.9 Execution of Supplemental Instruments
 Section 6.10 Financial Covenants.
 Section 6.10.1 Working Capital.




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Section 6.10.2 Debt Coverage Ratio .
 Section 6.10.3 Tangible Net Worth.
 Section 6.11 Compliance Certificate.
 Section 6.12 Construction Covenants.
 Section 6.12.1 Insurance/Bonds.
  Section 6.12.2 Compliance with Law .
 Section 6.12.3 Construction Contract. .
  Section 6.12.4 During Construction Draws.




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Exhibit C
   Section 6.12.5 Post-Construction Draws Exhibit C




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Section 6.12.6 Construction Cost Reconciliation .
 Section 6.12.7 No Third Party Right.
 Section 6.12.8 Assignment of Construction Contract.
 Section 6.12.9 Indemnification.
 Section 6.12.10 Assignment of Material Contracts.
 Section 6.12.11 Grain Hedging.
 Section 6.12.12 Account Control Agreements
 ARTICLE 7  NEGATIVE COVENANTS
  Section 7.1 No Material Change
 Section 7.2 No Other Business
 Section 7.3 Transactions with Subsidiaries
 Section 7.4 Transactions with Affiliates




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Section 7.5 Consolidation and Merger
 Section 7.6 Transfer of Assets
 Section 7.7 Liens; Negative Pledge
 Section 7.8 Indebtedness
 Section 7.9 Loans, Advances and Guarantees Schedule 7.9
 Section 7.10 Subordinated Debt
 Section 7.11 Capital Spending.
 Section 7.12 Distribution and Withdrawals.




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Section 7.13 No Change in Management, Ownership or Control.
 Section 7.14 Deposit and Investment Accounts.
 Section 7.15 Investments. Investments
 (a)
    
    Investments (other than Permitted Investments) existing on the date hereof and
set forth on Schedule 7.15;(b)
    
    Permitted Investments in which Lender maintains a first priority, perfected security
interest therein;(c)
    
    loans or advances to employees, officers or directors of Borrower in the ordinary
course of business for travel, relocation and related expenses; provided,
however, that the aggregate amount of all such loans and advances does not exceed
$100,000 at any time;(d)
    
    Investments in other business organizations whose primary business is the
production of ethanol and byproducts related thereto and in which Lender maintains a
first priority, perfected security interest in such Investments; provided, at the time
any such Investment is made, the aggregate book value of the sum of all such Investments
may not, without the prior written consent of Lender, exceed five percent (5.0%) of the
net worth of Borrower; and(e)
    
    other Investments which in the aggregate do not exceed $200,000.00 in any fiscal
year of Borrower.
 Section 7.16 Amendments.
 Section 7.17 Construction
 ARTICLE 8  EVENTS OF DEFAULT




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Section 8.1 Events of Default
 Section 8.1.1 Failure to Make Payments i ii iii
 Section 8.1.2 Breach of Warranty or Representation
 Section 8.1.3 Insolvency i ii iii iv v vi vii
 Section 8.1.4 Execution
 Section 8.1.5 Suspension
 Section 8.1.6 Due on Sale
 Section 8.1.7 Material Adverse Change
 Section 8.1.8 Change in Ownership
 Section 8.1.9 Impairment of Collateral
 Section 8.1.10 Performance Under This Agreement
 Section 8.2 Cross Default/Cross Collateralization.




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Section 8.3 Remedies on Default
 Section 8.3.1 Acceleration
 Section 8.3.2 Default Interest
 Section 8.3.3 Cease Extending Credit
 Section 8.3.4 Termination
 Section 8.3.5 Protection of Security Interest
 Section 8.3.6 Foreclosure




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Section 8.3.7 Non-Exclusivity of Remedies
 Section 8.3.8 Application of Proceeds
 ARTICLE 9  MISCELLANEOUS
 Section 9.1 Entire Agreement and Amendments
 Section 9.2 Survival
 Section 9.3 Severability
 Section 9.4 No Waiver; Cumulative Remedies
 Section 9.5 Costs and Expenses




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Section 9.6 Notices
 Section 9.7 Assignments and Participations
 Section 9.7.1 Patronage.
 Section 9.8 Advice from Independent Counsel
 Section 9.9 Governing Law; Jurisdiction; Waiver of Jury Trial
 Section 9.9.1 Governing Law
 Section 9.9.2 Jurisdiction
 Section 9.9.3 WAIVER OF JURY TRIAL
 Section 9.10 Headings
 Section 9.11 Counterparts




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Section 9.12 Non-Business Day
 Section 9.13 No Third Party Beneficiaries
 Section 9.14 Set Off
 Section 9.15 Disbursement Authorization Schedule
9.15
     Section 9.16 Confidentiality; Sharing Information provided,
however i ii iii iv v Schedule 9.16
 Section 9.17 Anti-Terrorism Laws i ii




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Executive Order iii Anti-Terrorism Laws
 Section 9.18 Payer of Record
 Section 9.19 IRS Declaration
  Section 9.20 Principal Headquarters.
  BORROWER
 E Energy Adams, LLCBy:
    /s/ Jack L. AldermanJack L. Alderman, PresidentBy:
    /s/ Dennis L. BoesigerDennis L. Boesiger, Secretary




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LENDER
 Farm Credit Services of America, FLCA 
Farm Credit Services of America, PCABy:
    /s/ Shane FrahmShane Frahm, Vice President th




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Facility
 EXHIBIT A




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Exhibit B
 Promissory Note
 $.00
    
    Effective Date: ___, 2006
 th
     Maker:E Energy Adams, LLCBy:Name:Title:




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Exhibit C
 Form of Draw Request
  th
   Credit Agreement
 (A)
    
    Aggregate principal amount of
Borrowing1:(B)
    
    Date of Borrowing (which is a Business Day):
  Very truly yours,E Energy Adams, LLCBy:Name:Title: 
 1
    
    Not less than $100,000 and an integral multiple of $100,000.




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Exhibit D




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Schedule 7.9
 Loans, Advances and Guarantees




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Schedule 7.14
 Deposit and Investment Accounts
 Adams State Bank




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Schedule 7.15
 Investments




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Schedule 9.15
 Customer Disbursement Authorization for Non-Signers on Note
 E Energy Adams, LLC
 CTL3: 268
    
    CIF:
    
    Note(s):
    
    Draw(s):
  Name of Authorized Individual(s)
    
    Signature of Authorized Individual(s)




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Schedule 9.16
 Schedule of Authorized Persons
 Section 9.16 Confidentiality; Sharing Information E Energy Adams, LLC Farm Credit Services of America, FLCA and Farm Credit Services of
America, PCA i ii iii iv v
   (If none, please write none)