**Exhibit 10.3**

** **

**Eleventh Amendment to Construction Loan Agreement**

** **

This Eleventh Amendmentto Construction Loan Agreement is dated as of the 30th day of March, 2006, andis by and between **LSCP, LLLP**, anIowa limited liability limited partnership (“BORROWER”) and **FIRST NATIONAL BANK OF OMAHA** (“BANK”), a national bankingassociation established at Omaha, Nebraska.

 

WHEREAS, the BANK and BORROWER executed a writtenConstruction Loan Agreement dated as of July 25, 2002, which, togetherwill all amendments thereto, is collectively called the “AGREEMENT”.

 

WHEREAS, the BORROWER hasrequested a waiver of Section 6.4.12 of the AGREEMENT to allow for a$5,700,000 capital project outside of the $1,000,000 annual Capital Expenditurelimit. This capital project will consist of the purchase and construction oftwo 500,000 bushel cement grain bins in anticipation of the potential 40MMgallon plant expansion, which is scheduled to begin in August 2006.

 

WHEREAS, the BORROWER hasrequested interim financing of $5,673,025 to finance the construction of grainstorage bins (“BRIDGE LOAN”) which will be paid off with permanent financingprior to LOAN TERMINATION DATE.

 

Now, Therefore, inconsideration of the AGREEMENT, and their mutual promises made herein, BANK andBORROWER agree as follows:

 

1.                                       Termswhich are typed herein as all capitalized words and are not defined hereinshall have same meanings as when described in the AGREEMENT.

 

2.                                       BORROWERacknowledges and agrees it owes BANK (as part of its OBLIGATIONS):

 

•                  TERM NOTE 2 which has a currentprincipal balance of $12,025,680.34;

•                  TERM NOTE 3 which has a currentprincipal balance of $5,876,324.02;

•                  TERM NOTE 4 which has a currentprincipal balance of $0, and a commitment of $5,000,000;

•                  REVOLVING NOTE which has a currentprincipal balance of $0, and a commitment of $3,500,000

 

3.                                       Paragraph1.19 of the AGREEMENT is hereby amended to read as follows, effectiveimmediately:

 

1.19                           “LOANTERMINATION DATE” means the earliest to occur of the following: (i) as theREVOLVING NOTE, March 30, 2007; as to TERM NOTE 2, TERM NOTE 3, and TERMNOTE 4 June 1, 2008; as to BRIDGE NOTE October 1, 2006; (ii) thedate the OBLIGATIONS are accelerated pursuant to this AGREEMENT; and (iii) thedate BANK receives (a) notice in writing from BORROWER of BORROWER’selection to terminate this AGREEMENT and (b) indefeasible payment in fullof the OBLIGATIONS.

 

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4.                                       Thefollowing additional paragraphs 2.17 and 2.18 shall be added to the AGREEMENT,immediately following existing paragraph 2.16:

 

2.17                           BRIDGELOAN. The BANK agrees, on the terms and subject to the conditions hereinafterset forth, to make, from time to time during the period from the date ofexecution of this AGREEMENT to and including the LOAN TERMINATION DATEdisbursements to the BORROWER in an aggregate principal amount not to exceedthe amount of the BRIDGE LOAN for the sole purpose of paying approved costs ofthe grain storage bins.

 

2.18                           “BRIDGENOTE” means the promissory note of the BORROWER in the form of Exhibit 11-Aevidencing borrowings under the BRIDE LOAN of up to a maximum amount of FiveMillion Six Hundred Seventy Three Thousand Twenty Five ($5,673,025) Dollars.Notwithstanding any provisions of BRIDGE NOTE, interest shall be payable at therate provided therein only on such portions of the BRIDGE LOAN proceeds asactually have been disbursed pursuant to this AGREEMENT. Prior to LOANTERMINATION DATE, BORROWER shall pay BANK interest only, due quarterlybeginning June 1, 2006. On LOAN TERMINATION DATE, the outstanding balanceof BRIDGE NOTE will either be (a) added to the principal balance of TERMNOTE 3, on terms acceptable to BANK, or (b) paid from proceeds from a newloan between BORROWER and BANK for the purpose of future expansion funded at orprior to LOAN TERMINATION DATE.

 

5.                                       Paragraph6.4.12 of the AGREEMENT is hereby amended to read as follows, effectiveimmediately:

 

6.4.12                  Make, or committo make, capital expenditures (including the total amount of any capitalleases) in an aggregate amount exceeding $1,000,000 in any single fiscal year,including the current fiscal year; provided, however, BANK consents to BORROWER’sexpenditure of up to $5,700,000.00 in capital expenditures, in addition to theforegoing limitation, during the fiscal year 2006 for the purchase andconstruction of two 500,000 bushel cement grain bins.

 

6.                                       BORROWERcertifies by its execution hereof that the representations and warranties setforth in Section 5 of the AGREEMENT are true as of this date (except as tothe status of BORROWER being a limited partnership) and further certifies thatno EVENT OF DEFAULT under the AGREEMENT, and no event which, with the giving ofnotice or passage of time or both, would become such an EVENT OF DEFAULT, hasoccurred as of this date.

 

7.                                       Exceptas amended hereby the parties ratify and confirm as binding upon them all ofthe terms of the AGREEMENT.

 

8.                                       Counterparts.This Amendment may be executed in counterparts, each of which shallconstitute an original, but all of which when taken together shall constitutebut one contract, and shall become effective when copies hereof which, whentaken together, bear the signatures of each of the parties hereto, shall bedelivered to BANK.

 

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In witness whereof theparties set their hands as of the date first written above.

 
| First National Bank of Omaha | LSCP, LLLP,                                    |
|------------------------------|------------------------------------------------|
|                         | an Iowa Limited  Liability Limited Partnership |
|                         | By Little Sioux  Corn Processors, L.L.C., Its  |
|                         | General Partner                                |
|                         |                                           |
|                         |                                           |
| By:                          |                                           | /s/ Brad  Brummund |   | By: |   | /s/ Stephen G.  Roe |   |
|                         |                                           | Brad Brummund, |   |   | Steve Roe,  President of Little |
|                         |                                           | Commercial Loan  Officer |   |   | Sioux Corn  Processors, L.L.C. |
|                              |                                                |  |  |  |  |  |  |

 

NOTARY ACKNOWLEDGMENT

 
| STATE OF IOWA | )     |   |
|---------------|-------|--------|
|          | ) ss. | [SEAL] |
| COUNTY OF     | Sioux |   | ) |   |
|               |       |        |  |  |

 

Onthis 10th day of March, 2006, before me, the undersigned, a NotaryPublic, personally appeared Steve Roe, President of Little Sioux CornProcessors, L.L.C., General Partner of LSCP, LLLP, on behalf of said entity,who executed the foregoing instrument, and acknowledged that he executed thesame as his voluntary act and deed.

 

 
|   | /s/ Charles Hofland |   |
|--------|---------------------|--------|
|   | Notary Public       |

 

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**EXHIBIT 11-A**

TERM PROMISSORY NOTE

(BRIDGE NOTE)

 
| Omaha, Nebraska                 | $5,673,025.00                       |
|---------------------------------|-------------------------------------|
| Note Date: March 30,  2006 | Maturity Date: October 1, 2006 |

 

On orbefore October 1, 2006, **LSCP, LLLP** (“BORROWER”)promises to pay to the order of **First National Bank ofOmaha** (“BANK”) at any of its offices in Omaha, Nebraska theprincipal sum hereof, which shall be Five Million Six Hundred Seventy ThreeThousand Twenty Five and no/100 ($5,673,025.00) Dollars or so much thereof as may havebeen advanced by BANK and shown on the records of the BANK to be outstanding,under this Note and the Construction Loan Agreement (“AGREEMENT”) executed bythe BANK and BORROWER dated as of July 25, 2002, as it may, from time totime, be amended. This Note evidences BRIDGE NOTE identified in the AGREEMENT.

 

Intereston the principal amount outstanding shall accrue based on three month LIBOR +280 basis points. Interest shall be calculated on the basis of a 360-day year,counting the actual number of days elapsed. Interest on this promissory noteshall be payable quarterly beginning June 1, 2006, and the principalbalance due on Maturity Date.

 

TheAGREEMENT contains additional terms of this Note, including, but not limited toenumerated events of default, and the granting of liens to secure BORROWER’s performance.All capitalized terms not otherwise defined herein shall have the same meaningsas set forth in the AGREEMENT.

 

Asprovided in the AGREEMENT, upon any such enumerated default, BANK may acceleratethe due date of this Note and declare all obligations set forth hereinimmediately due and payable, and BANK shall also have such other remedies asare described in the AGREEMENT and are provided by law. All makers andendorsers hereby waive presentment, demand, protest and notice of dishonor,consent to any number of extensions and renewals for any period without notice;and consent to any substitution, exchange or release of collateral, and to theaddition or releases of any other party primarily or secondarily liable.

 

Executed as of the 10 dayof April, 2006.

 
|   | LSCP, LLP,                                     |
|--------|------------------------------------------------|
|   | An Iowa Limited  Liability Limited Partnership |
|   | By Little Sioux  Corn Processors, L.L.C.,      |
|   | Its General  Partner                           |
|   |                                           |
|   |                                           |
|   | By:                                            | /s/ Stephen G. Roe |   |
|   |                                           | Steve Roe,  President of Little |
|   |                                           | Sioux Corn Processors, L.L.C. |

 

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| **LSCP,  LLLP** | ** ** | **2000071930-003** |
|-----------------|------------|--------------------|

 

REVOLVING PROMISSORY NOTE

 
| Omaha, Nebraska                 |   | $3,500,000.00                      |
|---------------------------------|--------|------------------------------------|
| Note Date: March 31,  2006 |   | Maturity Date: March 30, 2007 |

 

On or before March 30, 2007, LSCP, LLLP (“BORROWER”)promises to pay to the order of First National Bank of Omaha (“BANK”) at any ofits offices in Omaha, Nebraska the principal sum hereof, which shall be ThreeMillion Five Hundred Thousand and no/100 ($3,500,000.00) Dollars or so muchthereof as may have been advanced by BANK and shown on the records of theBANK to be outstanding, under this Note and the loan agreement executed by theBANK and BORROWER dated as of July 25, 2002, as it may, from time to time,be amended.

 

Interest on the principal amount outstanding shallaccrue based on a one month LIBOR + 380 basis points. Interest shall becalculated on the basis of a 360-day year, counting the actual number of dayselapsed. Interest on this promissory note shall be payable monthly.

 

The interest rate applicable to this promissory noteis subject to reduction based on the business results of BORROWER. During anyone-month INTEREST PERIOD that BORROWER maintains the following ratios,measured for the prior INTEREST PERIOD, the interest rates will adjustaccordingly:

 
| **If INDEBTEDNESS to NET WORTH is:** | ** ** | **Interest rate will be:** |
|---------------------------------------------------------------|------------|-------------------------------------------|
| Greater than 1.30:1.00                                        |       | one month LIBOR plus 380 basis points     |
| Greater than 1.10:1.00, but less than or                      |       | one month LIBOR plus 355 basis points     |
| equal to 1.30:1.00                                            |       |                                      |
| Greater than .90:1.00, but less than or                       |       | one month LIBOR plus 330 basis points     |
| equal to 1.10:1.00                                            |       |                                      |
| Greater than .70:1.00, but less than or                       |       | one month LIBOR plus 305 basis points     |
| equal to .90:1.00                                             |       |                                      |
| Less than or equal to .70:1.00                                |       | one month LIBOR plus 280 basis points     |

 

This note is executed pursuant to a ConstructionLoan Agreement dated as of July 25, 2002, between BANK and BORROWER (the “AGREEMENT”).The AGREEMENT contains additional terms of this Note, including, but notlimited to enumerated events of default, and the granting of liens to secureBORROWER’s performance. All capitalized terms not otherwise defined hereinshall have the same meanings as set forth in the AGREEMENT.

 

As provided in the AGREEMENT, upon any suchenumerated default, BANK may accelerate the due date of this Note anddeclare all obligations set forth herein immediately due and payable, and BANKshall also have such other remedies as are described in the AGREEMENT and areprovided by law. All makers and endorsers hereby waive presentment, demand,protest and notice of dishonor, consent to any number of extensions and renewalsfor any period without notice; and consent to any substitution, exchange orrelease of collateral, and to the addition or releases of any other partyprimarily or secondarily liable.

 

Executed as of the 10 day of April, 2006.

 
|   | LSCP, LLLP, and Iowa Limited Liability Limited |
|--------|------------------------------------------------|
|   | Partnership                                    |
|   | by Little Sioux Corn Processors, L.L.C.,       |
|   | Its general partner                            |
|   |                                           |
|   | By:                                            |   | /s/ Stephen G. Roe |   |
|   |                                           |   | Steve Roe, President of |
|   |                                           |   | Little Sioux Corn Processors, L.L.C. |

 

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