flooding of the Borrower’s facilities in Cedar Rapids, Iowa during the month of June,2008, net of the aggregate amount of all insurance proceeds (including, without limitation,business interruption insurance) received by the Borrower and its Subsidiaries as a resultof such flooding, *provided that*the aggregate amount added to EBITDA pursuant to this clause(d) shall not exceed $45,000,000 during the twelve consecutive months ending August 31,2008, $20,000,000 during the twelve consecutive months ending November 30, 2008, and$10,000,000 during each period of twelve consecutive months ending on the last day of eachfiscal quarter thereafter.     1.2. The table appearing in Section 8.22(b) of the Credit Agreement shall be amended to readas follows:         Fixed Charge Coverage    Ratio shall not be LessFrom and Including To and Including than     August 31, 2006 August 31, 2007 1.50 to 1.0     September 1, 2007 November 31, 2008 1.25 to 1.0     December 1, 2008 At all times thereafter 1.50 to 1.0     1.3. Section 8.22(d) of the Credit Agreement shall be amended to read as follows:     (d) *Capital Expenditures*. The Borrower shall not, nor shall it permit any of itsSubsidiaries to, incur Capital Expenditures (but excluding (i) Capital Expenditures madewith the Net Cash Proceeds of any Event of Loss as permitted by Section 1.9(b)(i) hereof,(ii) Capital Expenditures incurred in connection with the repair, restoration or replacementof Property damaged or destroyed as a result of the flooding of the Borrower’s facilities inCedar Rapids, Iowa during the month of June, 2008, that the Borrower reasonably believes arecovered by insurance, for which at the time such expenditure is incurred the Borrower hasmade or reasonably expects to make a written claim under the applicable insurance policy andwhich claim has not been denied by the insurer, (iii) Capital Expenditures made with theproceeds of grants from governmental entities and (iv) Capital Expenditures incurred inconnection with the Ethanol Facility that are financed with the proceeds of the CapitalExpansion Loans) in an amount in excess of $20,000,000 (or the Australian Dollar Equivalentor NZ Dollar Equivalent) in the aggregate during any fiscal year; *provided, however,*for anyfiscal year when Total Funded Debt Ratio is less than 2.0 to 1.0 for each fiscal quarter ofsuch fiscal year, Capital Expenditures for such year shall not exceed $25,000,000 (or theAustralian Dollar Equivalent or NZ Dollar Equivalent) for such fiscal year.     1.4. Schedule I attached to the form of Compliance Certificate attached to the CreditAgreement as Exhibit E shall be replaced by Schedule I attached to this Amendment.     1.5. The Required Lenders hereby agree that the Borrower and its Subsidiaries may use proceedsof Revolving Loans obtained hereunder to pay expenses incurred by the Borrower and
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its Subsidiaries as a result of the flooding of the Borrower’s facilities in Cedar Rapids, Iowaduring the month of June, 2008, prior to receiving any proceeds of insurance relating thereto andthat the Borrower and its Subsidiaries may use any proceeds of insurance relating thereto to payfor costs incurred for the repair, restoration and replacement of Property damaged or destroyed asa result of such floods without having to comply with the requirements of Section 9(d) of theMortgages but otherwise in compliance with the requirements of Section 1.9(b)(i) of the CreditAgreement.     1.6. The Borrower hereby agrees that commencing on the effective date of this Amendment anduntil it delivers its financial statements for its fiscal quarter ending February 28, 2009, and therelated Compliance Certificate to the Administrative Agent and the Lenders pursuant to Section 8.5hereof, the Applicable Margins shall be those set forth in Level V in the definition of the term*“Applicable Margin”*contained in Section 5.1 of the Credit Agreement.Section 2.Conditions Precedent.     The effectiveness of this Amendment is subject to the satisfaction of all of the followingconditions precedent:     2.1. The Borrower, the Guarantors, and the Required Lenders shall have executed and deliveredthis Amendment.     2.2. Each of the representations and warranties set forth in Section 6 of the Credit Agreementshall be true and correct in all material respects, except that the representations and warrantiesmade under Section 6.5 shall be deemed to refer to the most recent financial statements of theBorrower delivered to the Lenders and the June 2008 flooding at the Borrower’s Cedar Rapids, Iowafacilities shall not be taken into account with respect to the representations and warranties madeunder Section 6.6 of the Credit Agreement.     2.3. Upon giving effect to this Amendment, (a) the Borrower shall be in full compliance withall of the terms and conditions of the Loan Documents and (b) no Default or Event of Default shallhave occurred and be continuing thereunder or shall result after giving effect to this Amendment.     2.4. The Borrower shall have paid to the Administrative Agent for the benefit of the Lenderthat have executed this amendment a non-refundable fee in the amount of 0.05% of each such Lender’soutstanding Term Loans, Capital Expansion Loans, Capital Expansion Loan Commitment and RevolvingCredit Commitment.Section 3.Representations.     In order to induce the Required Lenders to execute and deliver this Amendment, the Borrowerhereby represents to the Lenders that as of the date hereof, and after giving effect to theamendments called for hereby, the representations and warranties set forth in Section 6 of theCredit Agreement are and shall be and remain true and correct in all material respects (except thatfor purposes of this paragraph the representations contained in Section 6.5 shall be deemed torefer to the most recent financial statements of the Borrower delivered to the Lenders and the June2008 flooding at the Borrower’s Cedar Rapids, Iowa facilities shall not be taken into
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account with respect to the representations and warranties made under Section 6.6 of theCredit Agreement) and after giving effect to this Amendment (a) the Borrower is in compliance withall of the terms and conditions of the Loan Documents and (b) no Default or Event of Default existsunder the Credit Agreement or shall result after giving effect to this Amendment.Section 4.Miscellaneous.     4.1. The Borrower and the Guarantors heretofore executed and delivered to the Agent and theLenders the Collateral Documents to which it is a party. Each of the Borrower and the Guarantorshereby acknowledges and agrees that the Liens created and provided for by the Collateral Documentsto which it is a party continue to secure, among other things, the indebtedness, obligations andliabilities described therein; and the Collateral Documents to which it is a party and the rightsand remedies of the Agents and the Lenders thereunder, the obligations of the Borrower and theGuarantors thereunder, and the Liens created and provided for thereunder remain in full force andeffect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall inany manner affect or impair the priority of the Liens created and provided for by the CollateralDocuments to which it is a party as to the indebtedness, obligations and liabilities which would besecured thereby prior to giving effect to this Amendment.     4.2. Except as specifically amended herein or waived hereby, the Credit Agreement shallcontinue in full force and effect in accordance with its original terms. Reference to thisspecific Amendment need not be made in the Credit Agreement, the other Loan Documents, or any otherinstrument or document executed in connection therewith, or in any certificate, letter orcommunication issued or made pursuant to or with respect to the Credit Agreement, any reference inany of such items to the Credit Agreement being sufficient to refer to the Credit Agreement asamended hereby.     4.3. This Amendment may be executed in any number of counterparts, and by the differentparties on different counterpart signature pages, all of which taken together shall constitute oneand the same agreement. Any of the parties hereto may execute this Amendment by signing any suchcounterpart and each of such counterparts shall for all purposes be deemed to be an original. ThisAmendment shall be governed by the internal laws of the State of Illinois.     4.4. The Borrower agrees to pay all reasonable out-of-pocket costs and expenses incurred bythe Administrative Agent in connection with the credit facilities and the preparation, executionand delivery of this Amendment, and the documents and transactions contemplated hereby, includingthe reasonable fees and expenses of counsel for the Administrative Agent with respect to theforegoing.
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     This First Amendment to Second Amended and Restated Credit Agreement is entered into as of thedate and year first above written.      *“Borrower”*