**Exhibit10.2**

 

**FIRSTAMENDMENT TO THE**

**AMENDEDAND RESTATED CONSTRUCTION LOAN AGREEMENT**

 

This First Amendment to the Amended and Restated Construction LoanAgreement (the “First Amendment”) is made and entered into effective as of the     day of January 2008 (“Effective Date”), by and between **LSCP, LLLP**, an Iowa limited liability limited partnership (“LSCP,LLLP”), successor in interest to LSCP, L.P., an Iowa limited partnership (“LSCP,L.P.”), with its principal offices in Marcus, Iowa (LSCP, LLLP and LSCP, L.P.are referred to collectively as the “Borrower”), and **FIRSTNATIONAL BANK OF OMAHA**, a national banking association withprincipal offices in Omaha, Nebraska (the “Bank”).

 

WHEREAS, the Bank and Borrower have entered into that certain Amendedand Restated Construction Loan Agreement dated as of April 5, 2007 (the “LoanAgreement”); and

 

WHEREAS, the Borrower desires to modify and amendthe Loan Agreement and the obligations of the Borrower pursuant to the LoanDocuments, as hereinafter provided; and

 

WHEREAS, the Bank has agreed, on its ownbehalf and with the required consent of the participants, to make suchamendments, subject to the terms and conditions set forth in this FirstAmendment.

 

NOW, THEREFORE, in consideration of theforegoing and the mutual promises, covenants and agreements set forth in the LoanAgreement and the mutual covenants and agreements contained herein, the Borrowerand Bank mutually agree as follows:

 

1.             Definitions.  Unless otherwise defined in this FirstAmendment, each capitalized term used in this First Amendment has the meaningascribed to it in the Loan Agreement.

 

2.             Amendmentsto Definitions.  The followingdefined terms as reflected in Section 1.01 of the Agreement shall be, andhereby are, deleted in their entirety and replaced by the definition reflectedbelow for each such defined term:

 

““*Agreement*” shall mean the Loan Agreement,as defined above, and shall include all schedules and exhibits to the LoanAgreement, in each case as amended, supplemented, or modified by the terms andprovisions of the First Amendment, and as may be further amended, supplemented,or modified from time to time in accordance with the terms of this Agreement.”

 

““*Total Expansion FacilityCosts*” means an amount equal to Seventy Five Million and No/100thsDollars ($75,000,000.00).

 

3.             AdditionalDefinitions.  The Parties agree thatthe following defined term shall be inserted, in alphabetical order, in Section 1.01of the Agreement:

 

““*Corn Oil Separation UnitAgreement*” means that agreement by and between Borrower and ICM, Inc.,a Kansas corporation, dated January     , 2008,relating to the 

 

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purchase and installationof a corn oil separation unit for the Expansion Facility for $2,000,000.00.”

 

““*Vision*” means Vision ProcessingTechnologies, Inc., a Minnesota corporation.”

 

““*Vision Letter of Intent*” means thatBinding Letter of Intent by and between the Borrower and Vision, dated January 7,2008.”

 

4.             Amendment to Section 3.04.  Section 3.04 of the Agreement shall be,and hereby is, deleted in its entirety and replaced with the following:

 

**Section 3.04. TotalExpansion Facility Costs and Project Cost Overruns**.  The Borrower agrees that all costs incurredby the Borrower relating to the Expansion Facility including the corn oilseparation unit in excess of the Construction Loan Commitment shall be paidsolely by the Borrower without the incurrence of any third-party borrowings ordebt.  The Borrower also agrees that allcosts incurred by the Borrower relating to the Expansion Facility in excess ofthe Total Expansion Facility Costs shall be paid solely by the Borrower and theBorrower shall immediately deliver additional funds to the Bank to fund any andall costs of the Expansion Facility in excess of the Total Expansion FacilityCosts upon receipt of written request from the Bank relating thereto.  Notwithstanding the foregoing, Borrower shallbe entitled to apply any previously achieved savings in any completed categoryof the Expansion Facility budget to pay for any such cost overruns.  In addition, Borrower may from time to timerequest that the contingency fund line item in the Expansion Facility budget bereallocated to pay needed costs of the Expansion Facility.  Such requests shall be subject to Bank’sapproval in its reasonable discretion, which shall not be unreasonablywithheld.

 

5.             Amendment to Section 3.07.  Section 3.07 of the Agreement shall be,and hereby is, deleted in its entirety and replaced with the following:

 

**Section 3.07. MiscellaneousProcedures**.  The Bankmay establish reasonable additional procedures regarding disbursements and DrawRequests to assure the proceeds of the Construction Loan are paid only to thosePersons entitled to the same, and that the liens securing the Obligations arein all cases first and paramount liens on the Property and all other assets ofthe Borrower, except to the extent, and solely to the extent, provided forherein to the contrary, including, but not limited to, the following proceduresin connection with the costs incurred by the Borrower relating to the TotalExpansion Facility Costs in excess of the Construction Loan Commitment:

 

(a)           A written conditional general lienwaiver delivered to the Bank and Disbursing Agent, effective to waive any lienarising under the laws of the State of Iowa, relating to payments made under orpursuant to the Corn Oil Separation Unit Agreement; and

 

(b)           A written final general lien waiverdelivered to the Bank and Disbursing Agent, effective to waive any lien arisingunder the laws of the State of Iowa, relating to 

 

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any final payment madeunder or pursuant to the Corn Oil Separation Unit Agreement; and

 

(c)           A document from the Borrower and, ifapplicable, the Independent Inspector, requestingand/or approving the amount of the approved construction costs,conformance thereof with the Schedule of Values and the Budget Variance Reportdelivered to the Bank, each as amended to reflect the terms and provisions ofthis First Amendment; and

 

(d)           Invoices from the Borrower or ICM, Inc.relating to the Corn Oil Separation Unit Agreement, and such other supportingevidence as may be reasonably requested by the Bank to substantiate allpayments which are to be made under the Corn Oil Separation Unit Agreement.

 

Further, the Bank may establish reasonable additionalprocedures regarding disbursements under and pursuant to the Term Notes, theOperating Note, or the Existing Term Notes to assure compliance by the Borrowerwith the terms and provisions of this Agreement, the Loan Documents and therespective Term Notes, Operating Note or Existing Term Notes, as the case may be.

 

6.             Section 4.02.  Section 4.02 of the Agreement shall be,and hereby is, deleted in its entirety and replaced with the following:

 

“The obligation of the Bank to make any additional Extensions ofCredit, other than Extensions of Credit under the Operating Note, shall besubject to the condition precedent, unless waived or extended in writing by theBank, that the Borrower shall be in compliance with the conditions set forth inSection 4.01 of this Agreement and to the further condition precedent thaton the date of such Extension of Credit no determination shall have been madeby the Bank, in the exercise of its reasonable judgment, that the undisbursedamount of the Construction Loan pluse the $2,000,000 to be paid by the Borrowerunder the Corn Oil Separation Unit Agreement is less than the amount requiredto pay all costs and expenses of any kind which reasonably may be anticipatedin connection with the completion of the Expansion Facility and the corn oilseparation unit; or, if such a determination has been made and notice thereofsent to the Borrower in accordance with this Agreement, the Borrower shall havedeposited the necessary funds with the Bank in accordance with Section 3.04of this Agreement.”

 

In addition to the obligations contained in Section 4.02 of theAgreement related to any additional Extensions of Credit, other than Extensionsof Credit under the Operating Note, the Borrower shall also promptly deliver tothe Bank the following:

 

(a)           A certified copy of theCorn Oil Separation Unit Agreement executed by ICM, Inc. and Borrower;

 

(b)           Copy of theExpansion Facility Plans related to the Corn Oil Separation Unit Agreement;

 

(c)           A certified copy ofthe executed Vision Letter of Intent;

 

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(d)           Certified copies of anyand all documents related to the investment by the Borrower in Vision; and

 

(e)           The Reaffirmation ofGuaranty duly executed by the Guarantor in the form attached hereto as Exhibit “A”and incorporated herein by this reference.

 

7.             Amendment to Section 5.16.   Section 5.16 of the Agreement shall be,and hereby is, deleted in its entirety and replaced with the following:

 

“**Section 5.16. No Subsidiary**.   Exceptfor Borrower’s investment in Akron and Vision, the Borrower does not have aSubsidiary.”

 

                8.             Amendment to Sections 6.04(b), 6.04(k) &6.04(r).   Section 6.04(b), Section 6.04(k),and Section 6.04(r) of the Agreement shall be, and hereby are,deleted in their entirety and replaced with the following:

 

“(b)         form or own any Subsidiary except forinvestments and contributions to Akron and Vision;”

 

“(k)         consolidate, merge,pool, syndicate or otherwise combine with any other entity, give anypreferential treatment or make any advance, directly or indirectly, by way ofloan, gift, contribution, investment, bonus or otherwise to any Affiliate orany other Person; (A) notwithstanding the foregoing and provided the samedoes not otherwise violate any other covenant hereunder or violate anyprovision of the Operating Agreement of Akron, the Bank consents to theBorrower making equity contributions/investments in an aggregate amount ofTwenty Million and No/100ths Dollars ($20,000,000.00) to Akron provided that,in connection with such equity contributions/investments, the Borrower shall (i) collaterallyassign to the Bank all of its right, title and interest in and to any and allmembership or other equity interests of Akron, (ii) deliver to the Bank awritten consent to such collateral assignment, duly executed by all of theDirectors of Akron, in form and substance satisfactory to the Bank, (iii) deliverto the Bank a certified copy of resolutions of the Board of Directors of theGeneral Partner, in form and substance satisfactory to the Bank, authorizingthe equity contribution/investment in Akron and the execution, delivery andperformance of the collateral assignment of membership or other equityinterests in Akron and any other documents to be delivered by the Borrower inconnection therewith, and (iv) deliver any certificates evidencing themembership or other equity interests of Akron and any and all financingstatements or other documents sufficient to create a valid and perfected firstpriority security interest in and to the membership or other equity interests,together with all increases, replacements, additions, substitutions, and cashand noncash proceeds thereof, in favor of the Bank as additional collateral tosecure repayment of Borrower’s Obligations under this Agreement; and (B) notwithstandingthe foregoing and provided the same does not otherwise violate any othercovenant hereunder, the Bank consents to the Borrower making equitycontributions/investments in an aggregate amount of Two Million and No/100thsDollars ($2,000,000.00) to Vision in conformity with the Vision Letter ofIntent provided, however, Borrower shall (i) deliver certified copies ofany and all documents evidencing the equity interests of Vision acquired by theBorrower under 

 

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the terms of the Vision Letter of Intent and (ii) not make anyother or make any additional advance, directly or indirectly, by way of loan,gift, contribution, investment, bonus or otherwise to Vision without the Bank’sprior written authorization;”

 

“(r)          amend, or approve or cause anyamendments, relating to the Schedule of Values or the Budget Variance Report(other than in conformity with the First Amendment) without the prior writtenapproval of the Bank; or”

 

9.             Amendment to Section 7.01(w).Section 7.01(w) of the Agreement shall be, and hereby is, deleted inits entirety and replaced with the following:

 

“(w)        the Borrower shall establish aSubsidiary without the prior written consent of the Bank, except for Akron andVision; or”

 

10.           Ratification of Agreement; NoWaiver.  The Borrower and Bank agreethat, except as expressly provided in this First Amendment, all terms andprovisions of the Agreement, including, but not limited to, the financialcovenants set forth in the Agreement, and all other Loan Documents shall remainunchanged and in full force and effect and are hereby ratified andconfirmed.  No amendment contained inthis First Amendment shall be construed to amend or waive any obligation of theBorrower under the Agreement or any provision of any of the Loan Documents,except to the extent of the specific amendment referenced herein.  No delay or omission by the Bank inexercising any power, right, or remedy shall impair such power, right, orremedy or be construed as a waiver thereof or an acquiescence therein, and nosingle or partial exercise of any such power, right, or remedy shall precludeother or further exercise thereof or the exercise of any other power, right, orremedy under the Agreement or any other Loan Documents, or otherwise.

 

11.           Authorization.  By execution hereof, the undersignedrepresentative of the Borrower hereby represents and warrants that (i) heis an Authorized Person of the Borrower, (ii) the execution, delivery andperformance of this First Amendment is, and has been, duly authorized, approvedand ratified by all required partnership or company action of the Borrower orthe General Partner, and (iii) the amendments specifically referenced hereinreflect all of the amendments being requested by the Borrower relating to theterms and provisions of the Agreement and the other Loan Documents.

 

**12.           Counterpart**s.  This First Amendment may be executed in oneor more counterparts, any one of which need not contain the signatures of morethan one party, but all such counterparts taken together will constitute oneand the same instrument.  A facsimilesignature will be considered an original signature.

 

13.           Governing Law.This First Amendment shall be governed by, and construed in accordance with,the law is of the State of Nebraska, other than its conflicts of law provisionsthereof.

 

14.           Submission to Jurisdiction; Venue.  The Borrower hereby submits to thejurisdiction of any state or federal court sitting in Omaha, Nebraska, in anyaction or proceeding arising out of or relating to this First Amendment andagrees that all claims in respect of the 

 

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action or proceeding may be heard anddetermined in any such court.  TheBorrower also agrees not to bring any action or proceeding arising out of orrelating to this First Amendment in any other court.  The Borrower waives any defense ofinconvenient forum to the maintenance of any action or proceeding so broughtand waives any bond, surety, or other security that might be required of theBank.  The Borrower agrees that a finaljudgment in any action or proceeding so brought shall be conclusive and may beenforced by suit on the judgment or in any other manner provided by law or atequity.  The Borrower hereby waives anyrights it or they may have to transfer or change the venue of any suit, actionor other proceeding brought against the Borrower by the Bank in accordance withthis paragraph or in connection with this First Amendment, the Agreement or anyother Loan Documents.

 

15.           Jury Trial Waiver. THE BANKAND THE BORROWER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM,OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUTOF OR IN ANY WAY RELATED TO THIS FIRST AMENDMENT, THE AGREEMENT OR ANY OF THELOAN DOCUMENTS.  NO EMPLOYEE OF THE BANKHAS AUTHORITY TO WAIVE, CONDITION, OR MODIFY THE TERMS AND PROVISIONS OF THISPARAGRAPH OF THIS FIRST AMENDMENT.

 

16.**           Credit Agreement. A credit agreement must be in writing to be enforceable under Nebraskalaw.  To protect you and us from anymisunderstandings or disappointments, any contract, promise, undertaking, oroffer to forebear repayment of money or to make any other financial accommodationin connection with this loan of money or grant or extension of credit, or anyamendment of, cancellation of, waiver of, or substitution for any or all of theterms or provisions of any instrument or document executed in connection withthis loan of money or grant or extension of credit, must be in writing to beeffective.**

 

 

IN WITNESSWHEREOF, the parties have caused this First Amendment to be executed by theirrespective officers thereunto duly authorized, as of the Effective Date.

 

 
| ** ** | **“Borrower”**                      |
|------------|-----------------------------------------------|
| ** ** | ** **                                    |
|       | LSCP, LLLP                                    |
|       | an Iowa limited liability limited partnership |
|       |                                          |
|       | By:                                           | /s/ Stephen G. Roe |
|       |                                          |
|       | Title:                                        | President/CEO |
|            |                                               |  |  |

 

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|   | “Bank”               |
|--------|--------------------------------|
|   |                           |   |
|   | FIRST NATIONAL BANK OF OMAHA,  |
|   | a national banking association |
|   |                           |   |
|   | By:                            | /s/ Bradley J. Brummund |
|   |                           |   |
|   | Title:                         | Vice President |
|        |                                |  |  |

 

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**FIRSTAMENDMENT TO THE**

 

**AMENDEDAND RESTATED CONSTRUCTION LOAN AGREEMENT**

 

**EXHIBIT “A”**

 

**REAFFIRMATIONOF GUARANTY**

 

This will confirm (a) that the undersigned hereby consents (i) tothe terms of that First Amendment to the Amended and Restated Construction LoanAgreement (the “First Amendment”) of even date herewith by and between theBorrower and the Bank and (ii) to the execution and delivery of the FirstAmendment by the Borrower; (b) that the Obligations of the Borrower to theBank under the Agreement as amended by the First Amendment constitutes anobligation of the Guarantor to the Bank under the terms and conditions of theGuaranty; and (c) that all references to the “Loan Agreement” contained inthe Guaranty shall constitute references to the Agreement as amended by theFirst Amendment, and as the same may be amended, restated or otherwise modifiedfrom time to time hereafter.  Theundersigned confirms to the Bank that all of the terms, conditions, provisions,agreement, requirements, promises, obligations, duties, covenants, andrepresentations of the undersigned under the Guaranty, and any and all otherdocuments and agreements entered into with respect to the obligations under theGuaranty, are incorporated herein by this referenced as modified hereby and asso modified, are hereby ratified and affirmed in all respects by theundersigned.

 

 
| ** ** | **“Guarantor”**             |
|------------|---------------------------------------|
| ** ** | ** **                            |
|       | Little Sioux Corn Processors, L.L.C., |
|       | an Iowa limited liability company     |
|       |                                  |
|       | By:                                   | /s/   Stephen G. Roe |
|       |                                  |
|       | Name:                                 | Stephen G. Roe |
|       |                                  |
|       | Title:                                | CEO/President |
|            |                                       |  |  |  |

 

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**SECOND AMENDMENT TO THE**

**AMENDED AND RESTATED CONSTRUCTION LOANAGREEMENT**

 

This SecondAmendment to the Amended and Restated Construction Loan Agreement (the “SecondAmendment”) is made and entered into effective as of the 31st day of March 2008(“Effective Date”), by and between **LSCP, LLLP**, anIowa limited liability limited partnership (“LSCP, LLLP”), successor ininterest to LSCP, L.P., an Iowa limited partnership (“LSCP, L.P.”), with itsprincipal offices in Marcus, Iowa (LSCP, LLLP and LSCP, L.P. are referred tocollectively as the “Borrower”), and **FIRST NATIONAL BANK OFOMAHA**, a national banking association with principal offices inOmaha, Nebraska (the “Bank”).

 

WHEREAS, the Bankand Borrower have entered into that certain Amended and Restated ConstructionLoan Agreement dated as of April 5, 2007 (the “Initial Loan Agreement”),as amended by that certain First Amendment to Amended & RestatedConstruction Loan Agreement dated as of January       ,2008 (the “First Amendment”) (the Initial Loan Agreement and the FirstAmendment are herein jointly referred to as the “Loan Agreement”); and

 

WHEREAS, the Borrower desires to modify and amend the Loan Agreementand the obligations of the Borrower pursuant to the Loan Documents, as hereinafterprovided; and

 

WHEREAS, the Bank has agreed, on its own behalf and with the requiredconsent of the participants, to make such amendments, subject to the terms andconditions set forth in this Second Amendment.

 

NOW, THEREFORE, in consideration of the foregoing and the mutualpromises, covenants and agreements set forth in the Loan Agreement and themutual covenants and agreements contained herein, the Borrower and Bankmutually agree as follows:

 

1.             Definitions.  Unless otherwise defined in this SecondAmendment, each capitalized term used in this Second Amendment, including itspreamble and recitals, has the meaning ascribed to it in the Loan Agreement.

 

2.             Amendments toDefinitions.  The following definedterms as reflected in Section 1.01 of the Agreement shall be, and herebyare, deleted in their entirety and replaced by the definition reflected belowfor each such defined term:

 

““*Agreement*” shall have the meaning given such term in thepreamble hereto, and shall include all schedules and exhibits hereto, in eachcase as amended, supplemented, or modified by the terms and provisions of (i) theFirst Amendment to Amended and Restated Construction Loan Agreement dated as ofJanuary       , 2008, by and betweenBorrower and the Bank, and (ii) the Second Amendment to Amended andRestated Construction Loan Agreement dated as of March 31, 2008, by andbetween the Borrower and the Bank, and as may be further amended, supplemented,or modified from time to time in accordance with the terms of this Agreement.

 

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“*Operating Loan TerminationDate”* means the earliest tooccur of the following: (a) April 30, 2008, or such later date towhich the Operating Loan Termination Date has been extended by writtenagreement by the Bank, (b) the date the Obligations are acceleratedpursuant to the terms and provisions of this Agreement or the Operating Note, (c) thedate the Bank receives notice in writing from the Borrower of the Borrower’selection to terminate the Operating Note as described in Section 2.06 ofthis Agreement and (d) the date the Bank receives (i) notice inwriting from the Borrower of the Borrower’s election to terminate thisAgreement or (ii) indefeasible payment in full of the Obligations.”

 

3.             Extension ofOperating Loan Termination Date.  TheParties agree that the Operating Loan Termination Date shall be extend to April 30,2008, subject to and in accordance with the amended definition of the OperatingLoan Termination Date stated in Section 2 above.  Upon the execution of this Second Amendment,Borrower agrees to deliver to the Bank an Operating Note in the form attachedhereto as Exhibit “A” and incorporated herein by this reference.  Such Operating Note shall be an extension ofthe Operating Note, dated April 5, 2007, and attached to the LoanAgreement as Exhibit “G”, and all references to the Operating Note in theLoan Agreement or in any of the other Loan Documents, shall be deemed for allpurposes to be a reference to the extended Operating Note attached hereto.

 

4.             Reaffirmation ofGuaranty.  Upon the execution hereof,the Borrower shall deliver to the Bank a Reaffirmation of Guaranty dulyexecuted by the Guarantor in the form attached hereto as Exhibit “B” andincorporated herein by this reference.

 

5.             Ratification ofLoan Agreement; No Waiver.  TheBorrower and Bank agree that, except as expressly provided in this SecondAmendment, all terms and provisions of the Loan Agreement, including, but notlimited to, the financial covenants set forth in the Loan Agreement, and allother Loan Documents shall remain unchanged and in full force and effect andare hereby ratified and confirmed.  Noamendment contained in this Second Amendment shall be construed to amend orwaive any obligation of the Borrower under the Loan Agreement or any provisionof any of the Loan Documents, except to the extent of the specific amendmentreferenced herein.  No delay or omissionby the Bank in exercising any power, right, or remedy shall impair such power,right, or remedy or be construed as a waiver thereof of any acquiescencetherein, and no single or partial exercise of any such power, right, or remedyshall preclude other or further exercise thereof or the exercise of any otherpower, right, or remedy under the Loan Agreement or any other Loan Documents,or otherwise.

 

6.             Authorization.  By execution hereof, the undersignedrepresentative of the Borrower hereby represents and warrants that (i) heis an Authorized Person of the Borrower, (ii) the execution, delivery andperformance of this Second Amendment is, and has been, duly authorized, approvedand ratified by all required partnership or company action of the Borrower orthe General Partner, and (iii) the amendments specifically referencedherein reflect all of the amendments being requested by the Borrower relatingto the terms and provisions of the Agreement and the other Loan Documents.

 

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7.             Governing Law. This SecondAmendment shall be governed by, and construed in accordance with, the law is ofthe State of Nebraska, other than its conflicts of law provisions thereof.

 

8.             Submissionto Jurisdiction; Venue.  The Borrowerhereby submits to the jurisdiction of any state or federal court sitting inOmaha, Nebraska, in any action or proceeding arising out of or relating to thisSecond Amendment and agrees that all claims in respect of the action orproceeding may be heard and determined in any such court.  The Borrower also agrees not to bring anyaction or proceeding arising out of or relating to this Second Amendment in anyother court.  The Borrower waives anydefense of inconvenient forum to the maintenance of any action or proceeding sobrought and waives any bond, surety, or other security that might be requiredof the Bank.  The Borrower agrees that afinal judgment in any action or proceeding so brought shall be conclusive andmay be enforced by suit on the judgment or in any other manner provided by lawor at equity.  The Borrower hereby waivesany rights it or they may have to transfer or change the venue of any suit,action or other proceeding brought against the Borrower by the Bank inaccordance with this paragraph or in connection with this First Amendment, theAgreement or any other Loan Documents.

 

9.             JuryTrial Waiver. THE BANK AND THE BORROWER HEREBY WAIVE TRIAL BY JURY IN ANYACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAWOR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS FIRST AMENDMENT, THEAGREEMENT OR ANY OF THE LOAN DOCUMENTS. NO EMPLOYEE OF THE BANK HAS AUTHORITY TO WAIVE, CONDITION, OR MODIFY THETERMS AND PROVISIONS OF THIS PARAGRAPH OF THIS FIRST AMENDMENT.

 

10.**           CreditAgreement.  A CREDIT AGREEMENT MUSTBE IN WRITING TO BE ENFORCEABLE UNDER NEBRASKA LAW.  TO PROTECT YOU AND US FROM ANYMISUNDERSTANDINGS OR DISAPPOINTMENTS, ANY CONTRACT, PROMISE, UNDERTAKING, OROFFER TO FOREBEAR REPAYMENT OF MONEY OR TO MAKE ANY OTHER FINANCIALACCOMMODATION IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OFCREDIT, OR ANY AMENDMENT OF, CANCELLATION OF, WAIVER OF, OR SUBSTITUTION FORANY OR ALL OF THE TERMS OR PROVISIONS OF ANY INSTRUMENT OR DOCUMENT EXECUTED INCONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, MUST BE INWRITING TO BE EFFECTIVE.**

 

11.           Counterparts. This Second Amendment may be executed in one or more counterparts, anyone of which need not contain the signatures of more than one party, but allsuch counterparts taken together will constitute one and the sameinstrument.  A facsimile signature (orsignatures sent by electronic mail in .pdf format) will be deemed an originalsignature.

 

[REMAINDER OFPAGE INTENTIONALLY BLANK; SIGNATURE PAGE TO FOLLOW]

 

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IN WITNESS WHEREOF, the partieshereto have executed this Second Amendment as of the date first written above.

 

 
| ** ** | **“Borrower”**                      |
|------------|-----------------------------------------------|
| ** ** | ** **                                    |
|       | LSCP, LLLP                                    |
|       | an Iowa limited liability limited partnership |
|       |                                          |
|       | By:                                           | /s/ Stephen G. Roe |
|       |                                          |   |
|       | Title:                                        | General Manager |
|       |                                          |
|       |                                          |
|       | “Bank”                              |
|       |                                          |
|       | FIRST NATIONAL BANK OF OMAHA,                 |
|       | a national banking association                |
|       |                                          |
|       | By:                                           | /s/ Bradley J. Brummund |
|       |                                          |   |
|       | Title:                                        | Vice President |
|            |                                               |  |  |  |

 

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**SECOND AMENDMENT TO THE**

 

**AMENDED ANDRESTATED CONSTRUCTION LOAN AGREEMENT**

 

**EXHIBIT “A”**

 

**FORM OFOPERATING NOTE**

 

[SEE THE ATTACHED]

 

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**SECOND AMENDMENT TO THE**

 

**AMENDED ANDRESTATED CONSTRUCTION LOAN AGREEMENT**

 

**EXHIBIT “B”**

 

**REAFFIRMATIONOF GUARANTY**

 

This will confirm (a) that the undersigned hereby consents (i) tothe terms of that First Amendment to the Amended and Restated Construction LoanAgreement (the “First Amendment”) of even date herewith by and between theBorrower and the Bank and (ii) to the execution and delivery of the FirstAmendment by the Borrower; (b) that the Obligations of the Borrower to theBank under the Agreement as amended by the First Amendment constitutes anobligation of the Guarantor to the Bank under the terms and conditions of theGuaranty; and (c) that all references to the “Loan Agreement” contained inthe Guaranty shall constitute references to the Agreement as amended by theFirst Amendment, and as the same may be amended, restated or otherwise modifiedfrom time to time hereafter.  Theundersigned confirms to the Bank that all of the terms, conditions, provisions,agreement, requirements, promises, obligations, duties, covenants, andrepresentations of the undersigned under the Guaranty, and any and all otherdocuments and agreements entered into with respect to the obligations under theGuaranty, are incorporated herein by this referenced as modified hereby and asso modified, are hereby ratified and affirmed in all respects by theundersigned.

 

 
| ** ** | **“Guarantor”**             |
|------------|---------------------------------------|
| ** ** | ** **                            |
|       | Little Sioux Corn Processors, L.L.C., |
|       | an Iowa limited liability company     |
|       |                                  |
|       | By:                                   | /s/ Stephen G. Roe |
|       |                                  |
|       | Name:                                 | Stephen G. Roe |
|       |                                  |
|       | Title:                                | CEO/President |
|            |                                       |  |  |  |

 

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** **

**THIRD AMENDMENT TO THE**

**AMENDED AND RESTATED CONSTRUCTION LOANAGREEMENT**

 

This Third Amendment to the Amended and Restated Construction LoanAgreement (the “Third Amendment”) is made and entered into effective as of the 30thday of April 2008 (“Effective Date”), by and between **LSCP, LLLP**,an Iowa limited liability limited partnership (“LSCP, LLLP”), successor ininterest to LSCP, L.P., an Iowa limited partnership (“LSCP, L.P.”), with itsprincipal offices in Marcus, Iowa (LSCP, LLLP and LSCP, L.P. are referred tocollectively as the “Borrower”), and **FIRST NATIONAL BANK OFOMAHA**, a national banking association with principal offices inOmaha, Nebraska (the “Bank”).

 

WHEREAS, the Bank and Borrower have entered into that certain Amendedand Restated Construction Loan Agreement dated as of April 5, 2007 (the “InitialLoan Agreement”), as amended by (i) that certain First Amendment toAmended and Restated Construction Loan Agreement dated as of January 31,2008 (the “First Amendment”) and (ii) that certain Second Amendment toAmended and Restated Construction Loan Agreement dated as of March 31,2008 (the “Second Amendment”)  (theInitial Loan Agreement as amended by the First Amendment and the SecondAmendment are herein jointly referred to as the “Loan Agreement”); and

 

WHEREAS, the Borrower desires to modify and amend the Loan Agreementand the obligations of the Borrower pursuant to the Loan Documents, ashereinafter provided; and

 

WHEREAS, the Bank has agreed, on its own behalf and with the requiredconsent of the participants, to make such amendments, subject to the terms andconditions set forth in this Third Amendment.

 

NOW, THEREFORE, in consideration of the foregoing and the mutualpromises, covenants and agreements set forth in the Loan Agreement and the mutualcovenants and agreements contained herein, the Borrower and Bank mutually agreeas follows:

 

1.             Definitions.  Unless otherwise defined in this ThirdAmendment, each capitalized term used in this Third Amendment, including itspreamble and recitals, has the meaning ascribed to it in the Loan Agreement.

 

2.             Amendments toDefinitions.  The following definedterms as reflected in Section 1.01 of the Loan Agreement shall be, andhereby are, deleted in their entirety and replaced by the definition reflectedbelow for each such defined term:

 

““*Agreement*”shall have the meaning given such term in the preamble hereto, and shallinclude all schedules and exhibits thereto, in each case as amended,supplemented, or modified by the terms and provisions of (i) the FirstAmendment to Amended and Restated Construction Loan Agreement dated as of January 31,2008, by and between Borrower and the Bank, (ii) the Second Amendment toAmended and Restated Construction Loan Agreement dated as of March 31,2008, by and between the Borrower and the Bank, and (iii) the ThirdAmendment to Amended and Restated Construction 

 

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Loan Agreement dated as of April 30, 2008, by and between theBorrower and the Bank, and as may be further amended, supplemented, or modifiedfrom time to time in accordance with the terms of this Agreement.

 

“*Operating Loan TerminationDate*”  means the earliest tooccur of the following: (a) June 1, 2008, or such later date to whichthe Operating Loan Termination Date has been extended by written agreement bythe Bank, (b) the date the Obligations are accelerated pursuant to theterms and provisions of this Agreement or the Operating Note, (c) the datethe Bank receives notice in writing from the Borrower of the Borrower’selection to terminate the Operating Note as described in Section 2.06 ofthis Agreement and (d) the date the Bank receives (i) notice inwriting from the Borrower of the Borrower’s election to terminate thisAgreement or (ii) indefeasible payment in full of the Obligations.”

 

3.             Extension ofOperating Loan Termination Date.  Theparties agree that the Operating Loan Termination Date shall be extended to June 1,2008, subject to and in accordance with the amended definition of the OperatingLoan Termination Date stated in Section 2 above.  Upon the execution of this Third Amendment,Borrower agrees to deliver to the Bank an Operating Note in the form attachedhereto as Exhibit “A” and incorporated herein by this reference.  Such Operating Note shall be an extension ofthe Operating Note, dated March 31, 2008, and attached to the LoanAgreement as Exhibit “G,” and all references to the Operating Note in theLoan Agreement or in any of the other Loan Documents, shall be deemed for allpurposes to be a reference to the extended Operating Note attached hereto.

 

4.             Reaffirmation of Guaranty.  Upon the execution hereof, the Borrower shalldeliver to the Bank a Reaffirmation of Guaranty duly executed by the Guarantorin the form attached hereto as Exhibit “B” and incorporated herein by thisreference.

 

5.             Ratification of LoanAgreement; No Waiver.  The Borrowerand Bank agree that, except as expressly provided in this Third Amendment, allterms and provisions of the Loan Agreement, including, but not limited to, thefinancial covenants set forth in the Loan Agreement, and all other LoanDocuments shall remain unchanged and in full force and effect and are herebyratified and confirmed.  No amendmentcontained in this Third Amendment shall be construed to amend or waive anyobligation of the Borrower under the Loan Agreement or any provision of any ofthe Loan Documents, except to the extent of the specific amendment referencedherein.  No delay or omission by the Bankin exercising any power, right, or remedy shall impair such power, right, orremedy or be construed as a waiver thereof or an acquiescence therein, and nosingle or partial exercise of any such power, right, or remedy shall precludeother or further exercise thereof or the exercise of any other power, right, orremedy under the Loan Agreement or any other Loan Documents, or otherwise.

 

6.             Authorization.  By execution hereof, the undersignedrepresentative of the Borrower hereby represents and warrants that (i) heis an Authorized Person of the Borrower, (ii) the execution, delivery andperformance of this Third Amendment is, and has been, duly authorized, approvedand ratified by all required partnership or company action of the Borrower orthe General Partner, and (iii) the amendments specifically referencedherein reflect all of the 

 

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amendments being requested by the Borrower relating to the terms andprovisions of the Loan Agreement and the other Loan Documents.

 

7.             GoverningLaw.  This Third Amendment shall begoverned by, and construed in accordance with, the laws of the State of Nebraska,other than conflict of law provisions thereof.

 

8.             Submissionto Jurisdiction; Venue.  The Borrowerhereby submits to the jurisdiction of any state or federal court sitting inOmaha, Nebraska, in any action or proceeding arising out of or relating to thisThird Amendment and agrees that all claims in respect of the action orproceeding may be heard and determined in any such court.  The Borrower also agrees not to bring anyaction or proceeding arising out of or relating to this Third Amendment in anyother court.  The Borrower waives anydefense of inconvenient forum to the maintenance of any action or proceeding sobrought and waives any bond, surety, or other security that might be requiredof the Bank.  The Borrower agrees that afinal judgment in any action or proceeding so brought shall be conclusive andmay be enforced by suit on the judgment or in any other manner provided by lawor at equity.  The Borrower hereby waivesany rights it or they may have to transfer or change the venue of any suit, actionor other proceeding brought against the Borrower by the Bank in accordance withthis paragraph or in connection with this Third Amendment, the Loan Agreementor any other Loan Documents.

 

9.             JuryTrial Waiver. THE BANK AND THE BORROWER HEREBY WAIVE TRIAL BY JURY IN ANYACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAWOR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS THIRD AMENDMENT, THELOAN AGREEMENT OR ANY OF THE LOAN DOCUMENTS. NO EMPLOYEE OF THE BANK HAS AUTHORITY TO WAIVE, CONDITION, OR MODIFY THETERMS AND PROVISIONS OF THIS PARAGRAPH OF THIS THIRD AMENDMENT.

 

10.**           CREDITAGREEMENT.  A CREDIT AGREEMENT MUSTBE IN WRITING TO BE ENFORCEABLE UNDER NEBRASKA LAW.  TO PROTECT YOU AND US FROM ANYMISUNDERSTANDINGS OR DISAPPOINTMENTS, ANY CONTRACT, PROMISE, UNDERTAKING, OROFFER TO FORBEAR REPAYMENT OF MONEY OR TO MAKE ANY OTHER FINANCIALACCOMMODATION IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OFCREDIT, OR ANY AMENDMENT OF, CANCELLATION OF, WAIVER OF, OR SUBSTITUTION FORANY OR ALL OF THE TERMS OR PROVISIONS OF ANY INSTRUMENT OR DOCUMENT EXECUTED INCONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, MUST BE INWRITING TO BE EFFECTIVE.**

 

11.           **Counterpart**s.  This Third Amendment may be executed in oneor more counterparts, any one of which need not contain the signatures of morethan one party, but all such counterparts taken together will constitute oneand the same instrument.  A facsimilesignature (or signatures sent by electronic mail in .pdf format) will be deemedan original signature.

 

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IN WITNESS WHEREOF, the parties hereto have executed this ThirdAmendment as of the date first written above.

 
| ** ** | **“Borrower”**                      |
|------------|-----------------------------------------------|
| ** ** | ** **                                    | ** ** |
|       | LSCP, LLLP,                                   |
|       | an Iowa limited liability limited partnership |
|       |                                          |   |
|       | By:                                           | Little Sioux Corn Processors, L.L.C., |
|       |                                          | its General Partner |
|       |                                          |   |
|       |                                          |   |
|       |                                          | By: | /s/ Stephen G. Roe |
|       |                                          |   |   |
|       |                                          | Its: | President |
|       |                                          |   |   |
|       |                                          |   |
|       | “Bank”                              |   |
|       |                                          |   |
|       | FIRST NATIONAL BANK OF OMAHA,                 |
|       | a national banking association                |
|       |                                          |   |
|       |                                          |   |
|       | By:                                           |      /s/ Bradley  J. Brummund |
|       |                                          |   |
|       | Title:                                        |   Vice President |
|            |                                               |  |  |  |  |  |  |

 

----

 

**THIRD AMENDMENT TO THE**

 

**AMENDED ANDRESTATED CONSTRUCTION LOAN AGREEMENT**

 

**EXHIBIT “A”**

 

**FORM OFOPERATING NOTE**

 

[SEE THE ATTACHED]

 

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**THIRD AMENDMENT TO THE**

 

**AMENDED ANDRESTATED CONSTRUCTION LOAN AGREEMENT**

 

**EXHIBIT “B”**

 

**REAFFIRMATIONOF GUARANTY**

 

[SEE THE ATTACHED]

 

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**REAFFIRMATIONOF GUARANTY**

 

This will confirm (a) that the undersigned hereby consents (i) tothe terms of that Third Amendment to the Amended and Restated Construction LoanAgreement (the “Third Amendment”) of even date herewith by and between theBorrower and the Bank and (ii) to the execution and delivery of the Third Amendmentby the Borrower; (b) that the Obligations of the Borrower to the Bankunder the Loan Agreement (as defined in the Third Amendment) as amended by the ThirdAmendment constitutes an obligation of the Guarantor to the Bank under theterms and conditions of the Guaranty; and (c) that all references to the “LoanAgreement” contained in the Guaranty shall constitute references to the Loan Agreementas amended by the Third Amendment, and as the same may be amended, restated orotherwise modified from time to time hereafter. The undersigned confirms to the Bank that all of the terms, conditions,provisions, agreement, requirements, promises, obligations, duties, covenants,and representations of the undersigned under the Guaranty, and any and allother documents and agreements entered into with respect to the obligationsunder the Guaranty, are incorporated herein by this referenced as modified herebyand as so modified, are hereby ratified and affirmed in all respects by theundersigned.

 

Dated as of April 30, 2008.

 

 
|   | “Guarantor”                 |
|--------|---------------------------------------|
|   |                                  |
|   | Little Sioux Corn Processors, L.L.C., |
|   | an Iowa limited liability company     |
|   |                                  |   |
|   | By:                                   | /s/ Stephen G. Roe |
|   |                                  |   |
|   | Name:                                 | Stephen G.  Roe |
|   |                                  |   |
|   | Title:                                |   President |
|        |                                       |  |  |  |  |

 

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** **

**OPERATING NOTE**

 
| $5,000,000.00 |   | April 30, 2008 |
|---------------|--------|---------------------|
|          |   | Omaha, Nebraska     |

 

FOR VALUERECEIVED, the undersigned, LSCP, LLLP, an Iowa limited liability limitedpartnership****(the “Borrower”), HEREBY PROMISESTO PAY to the order of FIRST NATIONAL BANK OF OMAHA, a national bankingassociation (the “Bank”), at its principal office located at 1620 Dodge Street,STOP 1050, Omaha, Nebraska 68197, in lawful money of the United States and inimmediately available funds, the principal amount of Five Million and No/100thsDollars ($5,000,000.00) or, so much thereof as may be advanced by the Bankpursuant to the terms and provisions of the Loan Agreement, as hereinafterdefined, between the Borrower and the Bank (the “Principal Amount”).

 

The Borrowerfurther agrees to pay (i) the Principal Amount and (ii) interest onthe unpaid Principal Amount from the date hereof at the rates and timesspecified in the Loan Agreement, without off-set, deduction or counterclaim,until paid in full.  The unpaid PrincipalAmount hereof, together with all accrued and unpaid interest hereunder, shallbe due and payable in accordance with the terms and provisions of the LoanAgreement, but in any event not later than June 1, 2008.

 

This OperatingNote (this “Operating Note”) is an extension of the Operating Note dated March 31,2008 and attached as Exhibit “G” to that certain Amended and RestatedConstruction Loan Agreement, dated April 5, 2007, by and between theBorrower and the Bank (the “Initial Loan Agreement”), as amended by thatcertain First Amendment to Amended and Restated Construction Loan Agreementdated as of January 31, 2008 (the “First Amendment”), as further amendedby that certain Second Amendment to the Amended and Restated Construction LoanAgreement dated as of March 31, 2008 (the “Second Amendment”), as furtheramended by that certain Third Amendment to the Amended and RestatedConstruction Loan Agreement dated as of April 30, 2008 (the “ThirdAmendment”) (each as amended, supplemented, or otherwise modified from time totime, the Initial Loan Agreement, the First Amendment, the Second Amendment,and the Third Amendment are herein referred to collectively as the “LoanAgreement”), the terms and conditions of which are incorporated herein by thisreference.  All references to theOperating Note in the Loan Agreement or in any of the other Loan Documents,shall be deemed for all purposes to be a reference to this Operating Note. ThisOperating Note is entitled to the benefits and security set forth in the LoanDocuments, including, but not limited to, the Security Agreement, the Mortgage,the Assignment of Rents and Leases and the Guaranty.  In the event of a conflict or inconsistencybetween the terms of this Operating Note and the Loan Agreement, the terms andprovisions of the Loan Agreement shall govern. Capitalized terms not otherwise defined in this Operating Note which aredefined in the Loan Agreement shall have the meanings ascribed thereto in theLoan Agreement.

 

The LoanAgreement, among other things, contains (i) enumerated Events of Default, (ii) provisionsfor acceleration of the maturity of this Operating Note upon the happening ofcertain stated events, (iii) provisions for prepayments of the PrincipalAmount of this Operating Note prior to the maturity of the Operating Note, and (iv) provisionsfor modification or waiver of this Operating Note upon the terms and conditionsspecified in the Loan Agreement.

 

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The occurrenceof any Event of Default enumerated in the Loan Agreement or any of the otherLoan Documents shall constitute an Event of Default under this OperatingNote.  Upon any such Event of Default,the Bank shall have any and all remedies provided in the Loan Agreement or anyof the other Loan Documents, including but not limited to the right, but notthe obligation, to accelerate the due date of this Operating Note and declareall obligations set forth herein immediately due and payable, and such otherremedies as are provided by law.  Nofailure to exercise, and no delay in exercising, any rights hereunder on thepart of the Bank shall operate as a waiver of such rights.

 

Borroweracknowledges that the obligations evidenced by this Operating Note are forbusiness purposes only and are not an extension of consumer or individualcredit.

 

THE BORROWERHEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY GOVERNING LAW,PRESENTMENT FOR PAYMENT, NOTICE OF NONPAYMENT, NOTICE OF DISHONOR, PROTEST,NOTICE OF PROTEST, DEMAND, NOTICE OF EVERY KIND IN CONNECTION HEREWITH ANDDILIGENCE IN ENFORCING PAYMENT OR BRINGING SUIT AGAINST ANY PARTY HERETO.

 

This Operating Note is made under andgoverned by the laws of, and shall be deemed to have been executed in, theState of Nebraska without giving effect to choice of law principles (whether of the State of Nebraska or anyother jurisdiction) that would cause the application of the laws of anyjurisdiction other than the State of Nebraska.

 

THE BANK AND THE BORROWER HEREBY WAIVE TRIALBY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER IN CONTRACTOR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THISOPERATING NOTE.  NO OFFICER OR EMPLOYEEOF THE BANK HAS AUTHORITY TO WAIVE, CONDITION, OR MODIFY THIS PROVISION.

 

Time is of theessence as to each and every date and each and every obligation of the Borrowerset forth in this Operating Note.

 

IN WITNESS WHEREOF, the Borrower has causedthis Operating Note to be executed and delivered to the Bank as of the day andyear first written above.

 
|   | “Borrower”                          |
|--------|-----------------------------------------------|
|   |                                          |   |
|   | LSCP, LLLP,                                   |
|   | an Iowa limited liability limited partnership |
|   |                                          |   |
|   | By:                                           | Little Sioux Corn Processors, L.L.C., |
|   |                                          | its General Partner |
|   |                                          |   |
|   |                                          | By: | /s/ Stephen G. Roe |
|   |                                          |   |   |
|   |                                          | Its: | President |
|   |                                          |   |   |

 

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**FOURTH AMENDMENT TO THE**

**AMENDED AND RESTATED CONSTRUCTION LOANAGREEMENT**

 

This Fourth Amendment to the Amended and Restated Construction LoanAgreement (the “Fourth Amendment”) is made and entered into effective as of the1st day of June 2008 (“Effective Date”), by and between **LSCP, LLLP**, an Iowa limited liability limited partnership(“LSCP, LLLP”), successor in interest to LSCP, L.P., an Iowa limitedpartnership (“LSCP, L.P.”), with its principal offices in Marcus, Iowa (LSCP,LLLP and LSCP, L.P. are referred to collectively as the “Borrower”), and **FIRST NATIONAL BANK OF OMAHA**, a national banking associationwith principal offices in Omaha, Nebraska (the “Bank”).

 

WHEREAS, the Bank and Borrower have entered into that certain Amendedand Restated Construction Loan Agreement dated as of April 5, 2007 (the“Initial Loan Agreement”), as amended by (i) that certain First Amendmentto Amended & Restated Construction Loan Agreement dated as of January 31,2008 (the “First Amendment”), (ii) that certain Second Amendment toAmended and Restated Construction Loan Agreement dated as of March 31,2008 (the “Second Amendment”), and (iii) that certain Third Amendment toAmended and Restated Construction Loan Agreement dated as of April 30,2008 (the “Third Amendment”) (the Initial Loan Agreement as amended by theFirst Amendment, the Second Amendment, and the Third Amendment are hereincollectively referred to as the “Loan Agreement”); and

 

WHEREAS, the Borrower desires to modify and amend the Loan Agreementand the Obligations of the Borrower pursuant to the Loan Documents, ashereinafter provided; and

 

WHEREAS, the Bank has agreed, on its own behalf and with the requiredconsent of the participants, to make such amendments, subject to the terms andconditions set forth in this Fourth Amendment.

 

NOW, THEREFORE, in consideration of the foregoing and the mutualpromises, covenants and agreements set forth in the Loan Agreement and themutual covenants and agreements contained herein, the Borrower and Bankmutually agree as follows:

 

1.             Definitions.  Unless otherwise defined in this FourthAmendment, each capitalized term used in this Fourth Amendment, including itspreamble and recitals, has the meaning ascribed to it in the Loan Agreement.

 

2.             Amendments toDefinitions.  The following definedterms as reflected in Section 1.01 of the Agreement shall be, and herebyare, deleted in their entirety and replaced by the definition reflected belowfor each such defined term:

 

““*Agreement*”shall have the meaning given such term in the preamble hereto, and shallinclude all schedules and exhibits thereto, in each case as amended,supplemented, or modified by the terms and provisions of (i) the FirstAmendment to Amended and Restated Construction Loan Agreement dated as of January 31,2008, by and between Borrower and the Bank, (ii) the Second Amendment toAmended and Restated Construction Loan Agreement dated as of March 31,2008, by and between the Borrower 

 

1

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and the Bank, (iii) the Third Amendment to Amended and RestatedConstruction Loan Agreement dated as of April 30, 2008, by and between theBorrower and the Bank, and (iv) the Fourth Amendment to Amended andRestated Construction Loan Agreement dated as of June 1, 2008, by andbetween the Borrower and the Bank, and as may be further amended, supplemented,or modified from time to time in accordance with the terms of this Agreement.

 

“*Borrowing Base*”means the lesser of:

 

(a)           Ten Million and No/100ths Dollars($10,000,000.00) less the aggregate amount of any outstanding Letters ofCredit; or

 

(b)           The aggregate of (i) seventy-fivepercent (75%) of the Borrower’s inventory of corn, at current value on the datereported, plus (ii) seventy-five percent (75%) of the Borrower’s FinishedGoods-Distiller’s Grains Inventory, at current value on the date reported, plus(iii) seventy-five percent (75%) of the Borrower’s Finished Goods-EthanolInventory, valued at the lower of cost or market, plus (iv) seventy-fivepercent (75%) of the amount of the Borrower’s current sales accounts receivableaged thirty (30) days or less, excluding, however, any accounts receivablereasonably deemed ineligible by the Bank, and plus (v) seventy-fivepercent (75%) of the amount of the Borrower’s current state or federalincentives accounts receivable, including, but not limited to, USDA CCCBio-Energy Accounts Receivable, aged less than one hundred twenty(120) days.

 

“*Existing Swap Loan Termination Date*”means the earlier to occur of (a) July 20, 2008, or (b) the datethe Obligations are accelerated pursuant to this Agreement or the Notes or (c) thedate the Bank has received (i) notice in writing from the Borrower of theBorrower’s election to terminate this Agreement or (ii) indefeasiblepayment in full of the Obligations.”

 

“*Mortgage*” means the Amended, Restated and Expanded Mortgage,dated the Closing Date, as amended by the First Amendment to Amended, Restatedand Expanded Mortgage dated as of June 1, 2008, between the Borrower andthe Bank in the form of Exhibit “A” attached hereto and incorporatedherein by this reference creating a first lien on the Property and a securityinterest in all of the personal property incorporated therein as a fixture,each as security for payment of the Obligations.

 

“*Operating Loan Termination Date*”  means the earliest to occur of the following:(a) March 31, 2009, or such later date to which the Operating LoanTermination Date has been extended by written agreement by the Bank, (b) thedate the Obligations are accelerated pursuant to the terms and provisions ofthis Agreement or the Operating Note, (c) the date the Bank receivesnotice in writing from the Borrower of the Borrower’s election to terminate theOperating Note as described in Section 2.06 of this Agreement and (d) thedate the Bank receives (i) notice in writing from the Borrower of theBorrower’s election to terminate this Agreement or (ii) indefeasiblepayment in full of the Obligations.”

 

2

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3.             Extension ofOperating Loan Termination Date.  Theparties agree that the Operating Loan shall be extended to March 31, 2009,subject to and in accordance with the amended definition of the Operating LoanTermination Date stated in Section 2 above.  Upon the execution of this Fourth Amendment,Borrower agrees to deliver to the Bank an Amended Extension Operating Note inthe form attached hereto as Exhibit “B” and incorporated herein by thisreference (the “Extension Operating Note”). Such Extension Operating Note shall be an extension of and amendment tothe Operating Note, dated April 30, 2008, and attached to the Agreement asExhibit “G,” and all references to the Operating Note in the Agreement, orin any of the other Loan Documents, shall be deemed for all purposes to be areference to the Extension Operating Note attached hereto.

 

4.             Extension ofMaturity Dates of Existing Term Notes. The parties agree that the maturity dates of the Existing Term Notesshall be extended as follows: (a) the maturity date of the Existing SwapNote shall be extended to July 20, 2008, subject to and in accordance withthe amended definition of the Existing Swap Loan Termination Date stated in Section 2above, (b) the maturity date of the Existing Variable Rate Note shall beextended to July 20, 2008, subject to and in accordance with the terms ofthe Agreement, and (c) the maturity date of the Existing Long TermRevolving Note shall be extended to July 20, 2008, subject to and inaccordance with the terms of the Agreement. Upon the execution of this Fourth Amendment, Borrower agrees to deliverto the Bank (x) an Extension Existing Swap Note in the form attachedhereto as Exhibit “C” and incorporated herein by this reference (the“Extension Existing Swap Note”), (y) an Extension Existing Variable RateNote in the form attached hereto as Exhibit “D” and incorporated herein bythis reference (the “Extension Existing Variable Rate Note”), and (z) anExtension Existing Long Term Revolving Note in the form attached hereto as Exhibit “E”and incorporated herein by this reference (the “Extension Existing Long TermRevolving Note”).  Such ExtensionExisting Swap Note shall be an extension of and amendment to the Existing SwapNote, dated June 23, 2003, and attached to the Initial Loan Agreement as Exhibit “J,”and all references to the Existing Swap Note in the Agreement, or in any of theother Loan Documents, shall be deemed for all purposes to be a reference to theExtension Existing Swap Note attached hereto. Such Extension Existing Variable Rate Note shall be an extension of andamendment to the Existing Variable Rate Note, dated June 23, 2003, andattached to the Initial Loan Agreement as Exhibit “K,” and all referencesto the Existing Variable Rate Note in the Agreement, or in any of the otherLoan Documents, shall be deemed for all purposes to be a reference to theExtension Existing Variable Rate Note attached hereto.  Such Extension Existing Long Term RevolvingNote shall be an extension of and amendment to the Existing Long Term RevolvingNote, dated June 23, 2003, and attached to the Initial Loan Agreement as Exhibit “L,”and all references to the Existing Long Term Revolving Note in the Agreement,or in any of the other Loan Documents, shall be deemed for all purposes to be areference to the Extension Existing Long Term Revolving Note attached hereto.

 

5.             Amendment to Section 2.06.   The parties agree that Section 2.06 ofthe Agreement shall be, and hereby is, deleted in its entirety and replacedwith the following:

 

“**Section 2.06. OperatingLoan**.  The Bank agrees, on theterms and subject to the conditions set forth in this Agreement, to lend up toTen Million and No/100ths Dollars ($10,000,000.00) to the Borrower relating tothe Operating Loan, which shall 

 

3

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provide both operating line of credit financing and Letter of Creditfinancing under the same financing facility and will refinance and replace theExisting Operating Note.  The Bank willcredit proceeds of theOperating Loan to the Borrower’s deposit account with the Bank, bearing accountnumber 22674210.  Subject to the terms ofthis Agreement and the Operating Note, the Bank will lend the Borrower, fromtime to time until the Operating Loan Termination Date such sums as theBorrower may request by reasonable same-day notice to the Bank, received by theBank not later than 11:00 a.m. (Omaha, Nebraska time) of such day, butwhich shall not exceed the aggregate principal amount at any one timeoutstanding of Ten Million and No/100ths Dollars ($10,000,000.00) less (i) theaggregate amounts of any sums previously disbursed to the Borrower under theOperating Loan by the Bank at the request of, and for the account of, theBorrower and (ii) the aggregate amount of any outstanding Letters ofCredit (the “Operating Loan Commitment”). The Borrower may borrow, repay, and reborrow under the Operating Loan,without penalty or premium, from the Closing Date until the Operating LoanTermination Date, either the full amount of the Operating Loan Commitment orany lesser sum.  It is the intention ofthe parties that the outstanding balance of the Operating Loan shall not exceedthe Borrowing Base, and if at any time said balance exceeds the Borrowing Base,the Borrower shall forthwith pay the Bank sufficient funds to reduce thebalance of the Operating Loan until it is in compliance with thisrequirement.  The Borrower may elect toterminate the Operating Note at any time upon written notice to the Bank.  In the event the Borrower elects to terminatethe Operating Note, the aggregate principalamount of the Operating Note outstanding, together with any accrued and unpaid interest thereon, shall bedue and payable to the Bank on the date of such election, if not sooner paid.”

 

6.             Reaffirmation of Guaranty.  Upon the execution hereof, the Borrower shalldeliver to the Bank a Reaffirmation of Guaranty duly executed by the Guarantorin the form attached hereto as Exhibit “F” and incorporated herein by thisreference.

 

7.             Ratification ofLoan Agreement; No Waiver.  The Borrowerand Bank agree that, except as expressly provided in this Fourth Amendment, allterms and provisions of the Agreement, including, but not limited to, thefinancial covenants set forth in the Agreement, and all other Loan Documentsshall remain unchanged and in full force and effect and are hereby ratified andconfirmed.  No amendment contained inthis Fourth Amendment shall be construed to amend or waive any obligation ofthe Borrower under the Agreement or any provision of any of the Loan Documents,except to the extent of the specific amendment referenced herein.  No delay or omission by the Bank inexercising any power, right, or remedy shall impair such power, right, orremedy or be construed as a waiver thereof or an acquiescence therein, and nosingle or partial exercise of any such power, right, or remedy shall precludeother or further exercise thereof or the exercise of any other power, right, orremedy under the Agreement or any other Loan Documents, or otherwise.

 

8.             Authorization.  By execution hereof, the undersignedrepresentative of the Borrower hereby represents and warrants that (i) heis an Authorized Person of the Borrower, (ii) the execution, delivery andperformance of this Fourth Amendment is, and has been, duly authorized,approved and ratified by all required partnership or company action of theBorrower and the General Partner, and (iii) the amendments specificallyreferenced herein reflect all of the 

 

4

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amendments being requested by the Borrower relating to the terms andprovisions of the Loan Agreement and the other Loan Documents.

 

9.             GoverningLaw.  This Fourth Amendment shall begoverned by, and construed in accordance with, the laws of the State ofNebraska, other than conflict of law provisions thereof.

 

10.           Submissionto Jurisdiction; Venue.  The Borrowerhereby submits to the jurisdiction of any state or federal court sitting inOmaha, Nebraska, in any action or proceeding arising out of or relating to thisFourth Amendment and agrees that all claims in respect of the action orproceeding may be heard and determined in any such court.  The Borrower also agrees not to bring anyaction or proceeding arising out of or relating to this Fourth Amendment, theAgreement, or any of the other Loan Documents, in any other court.  The Borrower waives any defense ofinconvenient forum to the maintenance of any action or proceeding so broughtand waives any bond, surety, or other security that might be required of theBank.  The Borrower agrees that a finaljudgment in any action or proceeding so brought shall be conclusive and may beenforced by suit on the judgment or in any other manner provided by law or atequity.  The Borrower hereby waives any rightsit or they may have to transfer or change the venue of any suit, action orother proceeding brought against the Borrower by the Bank in accordance withthis paragraph or in connection with this Fourth Amendment, the Agreement orany other Loan Documents.

 

11.           Costsand Expenses.  The Borrower agrees to pay on demandall costs and expenses of the Bank in connection with the preparation,execution and delivery of this Fourth Amendment, including, withoutlimitation, the cost for any title insurance endorsements or additionalpremiums and the reasonable fees and out-of-pocket expenses of outside counselfor the Bank with respect thereto.

 

12.           JuryTrial Waiver. THE BANK AND THE BORROWER HEREBY WAIVE TRIAL BY JURY IN ANYACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAWOR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS FOURTH AMENDMENT,THE AGREEMENT OR ANY OF THE LOAN DOCUMENTS. NO EMPLOYEE OF THE BANK HAS AUTHORITY TO WAIVE, CONDITION, OR MODIFY THETERMS AND PROVISIONS OF THIS PARAGRAPH OF THIS FOURTH AMENDMENT.

 

13.**           CREDITAGREEMENT.  A CREDIT AGREEMENT MUSTBE IN WRITING TO BE ENFORCEABLE UNDER NEBRASKA LAW.  TO PROTECT YOU AND US FROM ANYMISUNDERSTANDINGS OR DISAPPOINTMENTS, ANY CONTRACT, PROMISE, UNDERTAKING, OROFFER TO FORBEAR REPAYMENT OF MONEY OR TO MAKE ANY OTHER FINANCIALACCOMMODATION IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OFCREDIT, OR ANY AMENDMENT OF, CANCELLATION OF, WAIVER OF, OR SUBSTITUTION FORANY OR ALL OF THE TERMS OR PROVISIONS OF ANY INSTRUMENT OR DOCUMENT EXECUTED INCONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, MUST BE INWRITING TO BE EFFECTIVE.**

 

5

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14.           **Counterpart**s.  This Fourth Amendment may be executed in oneor more counterparts, any one of which need not contain the signatures of morethan one party, but all such counterparts taken together will constitute oneand the same instrument.  A facsimilesignature (or signatures sent by electronic mail in .pdf format) will be deemedan original signature.

 

IN WITNESS WHEREOF, the parties hereto have executed this FourthAmendment as of the Effective Date.

 
| ** ** | **“Borrower”**                      |
|------------|-----------------------------------------------|
| ** ** | ** **                                    |
|       | LSCP, LLLP,                                   |
|       | an Iowa limited liability limited partnership |
|       |                                          |
|       | By:                                           | Little Sioux Corn Processors, L.L.C., |
|       |                                          | its General Partner |
|       |                                          |   |
|       |                                          |   |
|       |                                          | By: | /s/ Stephen G. Roe |
|       |                                          |   |   |
|       |                                          | Its: | President |
|       |                                          |
|       |                                          |
|       | “Bank”                              |
|       |                                          |
|       | FIRST NATIONAL BANK OF OMAHA,                 |
|       | a national banking association                |
|       |                                          |
|       | By:                                           |     /s/ Bradley J. Brummund |
|       |                                          |
|       | Title:                                        | Vice President |
|            |                                               |  |  |  |  |

 

6

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**FOURTH AMENDMENT TO THE**

 

**AMENDED ANDRESTATED CONSTRUCTION LOAN AGREEMENT**

 

**EXHIBIT“A”**

 

**FORM OFFIRST AMENDMENT TO AMENDED, RESTATED AND EXPANDED MORTGAGE**

 

[SEE THE ATTACHED]

 

7

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**Prepared By:  Todd W. Weidemann,Esq, ISBA #14517, Woods & Aitken, LLP, 10250 Regency Circle, Suite 525,Omaha, Nebraska 68114, (402) 898-7400.**

 

**FIRST AMENDMENT**

**TO AMENDED, RESTATED AND EXPANDED MORTGAGE**

 

THIS FIRST AMENDMENT TO AMENDED, RESTATED AND EXPANDED MORTGAGE (this“First Amendment”) is executed as of the 1st day of June 2008, by LSCP,LLLP, an Iowa limited liability limited partnership (“LSCP, LLLP”), successorin interest to LSCP, L.P., an Iowa limited partnership (“LSCP, L.P.”) (LSCP,LLLP and LSCP, L.P. are referred to jointly herein as the “Borrower”) whosemailing address is 4808 F. Avenue, Marcus, Iowa 51035, Attention: Steve Roe, toand for the benefit of FIRST NATIONAL BANK OF OMAHA, a national banking association, its successors and assigns(“Bank”), whose mailing address is 1620 Dodge Street, STOP 1050, Omaha,Nebraska 68197-1050, Attn: Bradley J. Brummund.

 

RECITALS

 

WHEREAS, Borrower executed that certain Amended, Restated &Expanded Mortgage dated April 5, 2007, for the benefit of the Bank whichwas filed for record on April 6, 2007 as Document No. 2007 0583 inthe Cherokee County, Iowa records (the “Amended & Restated Mortgage”),which (i) amended and restated the terms and provisions of that certainMortgage, dated July 25, 2002, made by the Borrower in favor of the Bank,filed with the Cherokee County Recorder on July 26, 2002, as InstrumentNumber 02-1598 as amended by that certain Amendment to Mortgage by and betweenBank and Borrower dated December 2, 2004, and filed with the CherokeeCounty Recorder on March 4, 2005 at Book 2005, Page 0448, and (ii) encumberedthe real property described on Exhibit “A” attached hereto andincorporated herein by this reference; and

 

WHEREAS, the Borrower and the Bank have entered into an Amended andRestated Construction Loan Agreement dated April 5, 2007 (the “InitialLoan Agreement”), which was subsequently amended by (i) the FirstAmendment to Amended and Restated Construction Loan Agreement dated as of January 31,2008 (the “First Amendment”), (ii) the Second Amendment to Amended andRestated Construction Loan Agreement dated as of March 31, 2008 (the“Second Amendment”), and (iii) the Third Amendment to Amended and RestatedConstruction 

 

1

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Loan Agreement dated as of April 30, 2008 (the “Third Amendment”)(the Initial Loan Agreement as amended by the First Amendment, the SecondAmendment, and the Third Amendment are herein collectively referred to as the“Loan Agreement”); and

 

WHEREAS, the Borrower and the Bank entered into that certain FourthAmendment to Amended and Restated Construction Loan Agreement as of the datehereof (the “Fourth Amendment to Loan Agreement”) for the purpose of amendingthe Loan Agreement to extend the Operating Loan Termination Date and to increasethe amount of the operating line of credit financing and Letter of Creditfinancing represented by the Operating Note from Five Million and No/100thsDollars ($5,000,000.00) to Ten Million and No/100ths Dollars ($10,000,000.00)(the “Operating Loan Increase”); and

 

WHEREAS, the Borrower and the Bank desire by this First Amendment tocause the Amended & Restated Mortgage to be amended to reflect theOperating Loan Increase.

 

NOW, THEREFORE, for good and valuable consideration, the receipt andadequacy of which is hereby acknowledged, intending to be legally bound, theparties agree as follows:

 

1.             DEFINITIONS.  Any capitalized term used in this FirstAmendment (including its preamble and recitals) and not otherwise definedherein shall have the meaning, if any, ascribed to it in Amended &Restated Mortgage.

 

2.             Amendment to Section 3(f).  In order to acknowledge and confirm that theOperating Loan Increase is an “Obligation” secured by the Mortgage, the partiesagree that Section 3(f) of the Amended & Restated Mortgageshall be, and hereby is, deleted in its entirety and replaced with thefollowing:

 

“(f)          The payment of the indebtedness evidenced by the ExtensionOperating Note (as defined in the Fourth Amendment to Amended and RestatedConstruction Loan Agreement dated as of June 1, 2008 by and betweenBorrower and Bank) in the principal amount of Ten Million and No/100ths Dollars($10,000,000.00) and payable to the order of Bank, which amended, restated andextended that certain Operating Note dated March 31, 2008 executed byBorrower for the benefit of the Bank (as amended, the “Operating Note”),including all subsequent advances pursuant to the Operating Note’s revolvingcredit arrangement and the issuance of Letters of Credit, and together withInterest (as defined therein) and fees and charges relating to the issuance ofLetters of Credit, and pursuant to the terms and conditions set forth thereinor in the Loan Agreement, which by this reference are incorporated herein,together with any and all modifications, extensions and renewals thereof;”

 

Any and all references to the “Operating Note” in the Mortgage shallfor all purposes be deemed to refer to the Operating Note described above.

 

3.             AgreementRemains in Effect.  Except asexpressly provided herein or in the Fourth Amendment to Loan Agreement, allterms and provisions of the Amended & Restated 

 

2

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Mortgage shall remain unchanged and in full force and effect and arehereby ratified and confirmed.  Noamendment contained in this First Amendment shall be construed to amend orwaive any obligation of the Borrower under the Amended & RestatedMortgage or any provision of any of the other Loan Documents, except to theextent of the specific amendment referenced herein.  No delay or omission by the Bank inexercising any power, right, or remedy shall impair such power, right, orremedy or be construed as a waiver thereof or an acquiescence therein, and nosingle or partial exercise of any such power, right, or remedy shall precludeother or further exercise thereof or the exercise of any other power, right, orremedy under the Amended & Restated Mortgage or any other LoanDocuments, or otherwise.

 

4.             Successors andAssigns.  This First Amendment isbinding upon and shall inure to the benefit of Borrower and Bank and theirrespective successors and interests and permitted assigns.

 

5.             Headings.  The headings, captions and arrangements usedin this First Amendment are for convenience only and shall not affect theinterpretation of this First Amendment.

 

6.             **Counterpart**s.  This First Amendment may be executed in oneor more counterparts, any one of which need not contain the signatures of morethan one party, but all such counterparts taken together will constitute oneand the same instrument.  A facsimilesignature (or signatures sent by electronic mail in .pdf format) will be deemedan original signature.

 

IN WITNESSWHEREOF, Borrower has executed this First Amendment as of the date and yearfirst above written.

 

 
|   | “Borrower”                          |
|--------|-----------------------------------------------|
|   |                                          |
|   | LSCP, LLLP,                                   |
|   | an Iowa limited liability limited partnership |
|   |                                          |
|   | By:                                           | Little Sioux Corn Processors, L.L.C., |
|   |                                          | its General Partner |
|   |                                          |   |
|   |                                          | By: | /s/ Stephen G. Roe |
|   |                                          |   |
|   |                                          | Its: | President |
|        |                                               |  |  |  |

 

3

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|      | “Bank”               |
|-----------|--------------------------------|
|      |                           |
|      | FIRST NATIONAL BANK OF OMAHA,  |
|      | a national banking association |
|      |                           |
|      | By:                            |   /s/ Bradley J. Brummund |
|      |                           |   |
|      | Title:                         | Vice President |
|      |                           |
| STATE OF  | Iowa                           | ) |   |
|      | ) ss.                          |   |
| COUNTY OF | Cherokee                       | ) |   |
|           |                                |  |  |  |  |  |  |

 

On this 1st day of June, 2008, before me,the undersigned, a Notary Public in and for the State of Iowa, personallyappeared Stephen Roe, to me personally known, who being by me duly sworndid say that the person is the General Manager of Little Sioux Corn Processors, L.L.C., an Iowalimited liability company, the General Partner of LSCP, LLLP, an Iowa limitedliability limited partnership, executing the forgoing instrument, that theinstrument was signed on behalf of said limited liability company as GeneralPartner of LSCP, LLLP, an Iowa limited liability limited partnership, byauthority of the limited liability company’s Managers; and that Stephen Roe as GeneralManager acknowledged the execution of the instrument to be the voluntary actand deed of the limited liability company and limited liability limitedpartnership by it and by the officer voluntarily executed.

 

 
|      |     | /s/ Sonia Jones |   |
|-----------|----------|-----------------|--------|
|      |     | Notary Public   |   |
|      |     |            |   |   |
| STATE OF  | Nebraska | )               |   |   |   |
|      |     | ) ss.           |   |   |   |
| COUNTY OF | Douglas  | )               |   |   |   |
|           |          |                 |        |  |  |  |  |  |  |  |

 

On this 1st dayof June, 2008, before me, the undersigned, a Notary Public in and for the Stateof Nebraska, personally appeared Bradley J. Brummund, to me personally known,who being by me duly sworn did say that the person is a Vice President of FirstNational Bank of Omaha, a national banking association, executing the forgoinginstrument, that the instrument was signed on behalf of said national bankingassociation; and that Bradley J. Brummund as Vice President acknowledged theexecution of the instrument to be the voluntary act and deed of the nationalbanking association and by the officer voluntarily executed.

 

 
|   | /s/ Kiley Drog |
|--------|----------------|
|   | Notary Public  |

 

4

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**EXHIBIT“A”**

 

**LegalDescription of the Property**

 

Legal Description of Tract 1

 

A tract of land in the fractional North Half of the Northeast OneQuarter of Section 2, Township 92 North, Range 42 West of the 5th P.M.,Cherokee County, Iowa, more particularly described as follows:

 

Beginning at the North Quarter Corner of Section 2, thence S00°28’10” W (bearing assumed with all subsequent bearings referenced therefrom) along the West line of Northeast Quarter of Section 2 for a distanceof 408.78 feet measured (409.15 feet record) to the Northerly right of way lineof the Chicago, Central & Pacific Railroad Company; thence S 77°32’41”E along the Northerly right of way line of said Chicago, Central and PacificRailroad Company for a distance of 2,640.86 feet to the West right of way lineof F Avenue; thence N 00°24’06” E along said West right of way line for adistance of 702.05 feet; thence N 89°35’54” W for a distance of 230.00 feet;thence N 00°24’06” E for a distance of 245.00 feet to the South right of wayline of 480th Street; thence S 89°23’02” W along said South right ofway line for a distance of 248.92 feet; thence N 00°40’34” W for a distance55.00 feet to the North line of the fractional Northeast Quarter of Section 2;thence S 89°23’02” W along the said North line of the Northeast Quarter of Section 2for a distance of 2,102.57 feet to the point of beginning.

 

Said tract contains 40.03 acres more or less, with 1.59 acres forroadway easements.

 

Legal Description of Tract 2

 

A tract of land in the fractional North half of the Northeast OneQuarter of Section 2, Township 92 North, Range 42 West of the 5th P.M.Cherokee County, Iowa, more particularly described as follows:

 

Commencing at the Southeast corner of the fractional Northeast Quarterof the Northeast Quarter of Section 2; thence S 89°48’24” W (bearingassumed with all subsequent bearings referenced there from) along the Southline of North Half of the Northeast Quarter of Section 2 for a distance of55.00 feet to the point of beginning; thence continuing S 89°48’24” W along theSouth line of the North half of the Northeast Quarter for a distance of2,598.96 feet to the Southwest corner of fractional Northwest Quarter of theNortheast Quarter of Section 2; thence N 00°28’10” E along the West lineof the fractional Northwest Quarter of the Northeast Quarter of Section 2for a distance of 899.57 feet to the Southerly right of way line of theChicago, Central and Pacific Railroad Company; thence S 77°32’41” E along thesaid right of way line of the Chicago, Central and Pacific Railroad Company fora distance of 2,656.32 feet to the West right of way line of F Avenue; thence S00°24’06” W along said West right of way line of F Avenue for a distance of317.87 feet to the point of beginning.

 

Said tract contains 36.31 acres more or less.

 

5

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Legal Description of Tract 3

 

A tract of land in the Northeast Quarter ofthe Northwest Quarter (NE 1⁄4 NW 1⁄4) and the Northwest Quarter of the NorthwestQuarter (NW 1⁄4 NW 1⁄4) of Section 2, Township 92 North, Range 42 West of the5th P.M., Cherokee County, Iowa, more particularly described asfollows:  Beginning at the Northeast Cornerof the NW 1⁄4 of said Section 2; thence South 89°19’10” West (bearingassumed with all subsequent bearings referenced therefrom) along the North lineof said NW1⁄4 of Section 2 for a distance of 1,759.48 feet; thence South77°32’41” East along the Northerly right of way line of the Chicago, Central &Pacific Railroad for a distance of 1,798.33 feet; thence North 00°28’10” East,along the East line of said NW1⁄4  of Section 2for a distance of 408.78 feet to the Point of Beginning.

 

Said tract contains 8.25 acres more or less, with 1.47 acres foreasements.

 

6

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**FOURTH AMENDMENT TO THE**

 

**AMENDED ANDRESTATED CONSTRUCTION LOAN AGREEMENT**

 

**EXHIBIT“B”**

 

**FORM OFOPERATING NOTE**

 

[SEE THE ATTACHED]

 

----

** **

**OPERATING NOTE**

** **
| $10,000,000.00 |   | June 1, 2008 |
|----------------|--------|-------------------|
|           |   | Omaha, Nebraska   |

 

FOR VALUERECEIVED, the undersigned, LSCP, LLLP, an Iowa limited liability limitedpartnership****(the “Borrower”), HEREBY PROMISESTO PAY to the order of FIRST NATIONAL BANK OF OMAHA, a national banking association(the “Bank”), at its principal office located at 1620 Dodge Street, STOP 1050,Omaha, Nebraska 68197, in lawful money of the United States and in immediatelyavailable funds, the principal amount of Ten Million and No/100ths Dollars($10,000,000.00) or, so much thereof as may be advanced by the Bank pursuant tothe terms and provisions of the Loan Agreement, as hereinafter defined, betweenthe Borrower and the Bank (the “Principal Amount”).

 

The Borrowerfurther agrees to pay (i) the Principal Amount and (ii) interest onthe unpaid Principal Amount from the date hereof at the rates and timesspecified in the Loan Agreement, without off-set, deduction or counterclaim,until paid in full.  The unpaid PrincipalAmount hereof, together with all accrued and unpaid interest hereunder, shallbe due and payable in accordance with the terms and provisions of the LoanAgreement, but in any event not later than March 31, 2009.

 

This OperatingNote (this “Operating Note”) is an extension of the Operating Note dated April 30,2008 and attached as Exhibit “G” to that certain Amended and RestatedConstruction Loan Agreement, dated April 5, 2007, by and between theBorrower and the Bank (the “Initial Loan Agreement”), as amended by thatcertain First Amendment to Amended and Restated Construction Loan Agreementdated as of January 31, 2008 (the “First Amendment”), as further amendedby that certain Second Amendment to the Amended and Restated Construction LoanAgreement dated as of March 31, 2008 (the “Second Amendment”), as furtheramended by that certain Third Amendment to the Amended and RestatedConstruction Loan Agreement dated as of April 30, 2008 (the “ThirdAmendment”) and as further amended by that certain Fourth Amendment to theAmended and Restated Construction Loan Agreement dated as of June 1, 2008(the “Fourth Amendment”) (each as amended, supplemented, or otherwise modifiedfrom time to time, the Initial Loan Agreement, the First Amendment, the SecondAmendment, the Third Amendment, and the Fourth Amendment are herein referred tocollectively as the “Loan Agreement”), the terms and conditions of which areincorporated herein by this reference. All references to the Operating Note in the Loan Agreement or in any ofthe other Loan Documents, shall be deemed for all purposes to be a reference tothis Operating Note. This Operating Note is entitled to the benefits andsecurity set forth in the Loan Documents, including, but not limited to, theSecurity Agreement, the Mortgage, the Assignment of Rents and Leases and theGuaranty.  In the event of a conflict orinconsistency between the terms of this Operating Note and the Loan Agreement,the terms and provisions of the Loan Agreement shall govern.  Capitalized terms not otherwise defined inthis Operating Note which are defined in the Loan Agreement shall have themeanings ascribed thereto in the Loan Agreement.

 

The LoanAgreement, among other things, contains (i) enumerated Events of Default, (ii) provisionsfor acceleration of the maturity of this Operating Note upon the happening ofcertain stated events, (iii) provisions for prepayments of the PrincipalAmount of this Operating Note 

 

1

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prior to the maturity of theOperating Note, and (iv) provisions for modification or waiver of thisOperating Note upon the terms and conditions specified in the Loan Agreement.

 

The occurrenceof any Event of Default enumerated in the Loan Agreement or any of the otherLoan Documents shall constitute an Event of Default under this OperatingNote.  Upon any such Event of Default,the Bank shall have any and all remedies provided in the Loan Agreement or anyof the other Loan Documents, including but not limited to the right, but notthe obligation, to accelerate the due date of this Operating Note and declareall obligations set forth herein immediately due and payable, and such otherremedies as are provided by law.  Nofailure to exercise, and no delay in exercising, any rights hereunder on thepart of the Bank shall operate as a waiver of such rights.

 

Borroweracknowledges that the obligations evidenced by this Operating Note are forbusiness purposes only and are not an extension of consumer or individualcredit.

 

THE BORROWERHEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY GOVERNING LAW,PRESENTMENT FOR PAYMENT, NOTICE OF NONPAYMENT, NOTICE OF DISHONOR, PROTEST,NOTICE OF PROTEST, DEMAND, NOTICE OF EVERY KIND IN CONNECTION HEREWITH ANDDILIGENCE IN ENFORCING PAYMENT OR BRINGING SUIT AGAINST ANY PARTY HERETO.

 

This OperatingNote is made under and governed by the laws of, and shall be deemed to havebeen executed in, the State of Nebraska without giving effect to choice of lawprinciples(whether of the State of Nebraska or any other jurisdiction) that would causethe application of the laws of any jurisdiction other than the State ofNebraska.

 

THE BANK ANDTHE BORROWER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, ORCOUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OFOR IN ANY WAY RELATED TO THIS OPERATING NOTE. NO OFFICER OR EMPLOYEE OF THE BANK HAS AUTHORITY TO WAIVE, CONDITION, ORMODIFY THIS PROVISION.

 

Time is of theessence as to each and every date and each and every obligation of the Borrowerset forth in this Operating Note.

 

[SIGNATUREPAGE FOLLOWS]

 

2

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IN WITNESSWHEREOF, the Borrower has caused this Operating Note to be executed anddelivered to the Bank as of the day and year first written above.

 
|   | “Borrower”                          |
|--------|-----------------------------------------------|
|   |                                          |
|   | LSCP, LLLP,                                   |
|   | an Iowa limited liability limited partnership |
|   |                                          |
|   | By:                                           | Little Sioux Corn Processors, L.L.C., |
|   |                                          | its General Partner |
|   |                                          |
|   |                                          | By: | /s/ Stephen G. Roe |
|   |                                          |   |   |
|   |                                          | Its: | President |
|        |                                               |  |  |  |  |

 

3

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**FOURTH AMENDMENT TO THE**

 

**AMENDED ANDRESTATED CONSTRUCTION LOAN AGREEMENT**

 

**EXHIBIT“C”**

 

**FORM OFEXTENSION EXISTING SWAP NOTE**

 

[SEE THE ATTACHED]

 

----

 

**AMENDED AND EXTENDED TERM NOTE 2**

 
| Note Date:     | June 1, 2008  | $9,058,774.46 |
|----------------|--------------------|---------------|
| Maturity Date: | July 20, 2008 |          |

 

**FOR VALUE RECEIVED, LSCP, LLLP**,an Iowa limited liability limited partnership (“LSCP, LLLP”), successor ininterest to **LSCP, L.P.**, an Iowa limited partnership(“LSCP, L.P.”), with its principal offices in Marcus, Iowa (LSCP, LLLP andLSCP, L.P. are referred to collectively as the “BORROWER”) promises to pay tothe order of First National Bank of Omaha (“BANK”),  at its principal office or such other addressas BANK or holder may designate from time to time, the principal sum of  Nine Million Fifty-Eight Thousand SevenHundred Seventy-Four and 46/100ths Dollars ($9,058,774.46), or the amount shownon the BANK’s records to be outstanding, plus interest (calculated on the basisof actual days elapsed in a 360-day year) accruing each day on the unpaidprincipal balance at the annual interest rates defined below.  Absent manifest error, the BANK’s recordsshall be conclusive evidence of the principal and accrued interest owinghereunder.

 

This promissory note is executed pursuant to a Construction LoanAgreement (“CONSTRUCTION LOAN AGREEMENT”) between BORROWER and BANK dated as ofJuly 25, 2002, which together with all amendments thereto, is collectivelycalled the “AGREEMENT.”  All capitalizedterms not otherwise defined in this note shall have the meanings provided inthe AGREEMENT.

 

**INTEREST ACCRUAL. **Interest on theprincipal amount outstanding shall accrue based on a three month LIBOR +280bps.  Interest shall be calculated on thebasis of a 360-day year, counting the actual number of days elapsed.

 

**REPAYMENT TERMS.** Interest on the outstanding principal balanceshall be due and payable quarterly, in arrears, with the first paymentcommencing on June 1, 2008.  In allevents, the entire outstanding principal balance, together with all accrued andunpaid interest, shall be immediately due and payable in full on July 20,2008.

 

**PREPAYMENT. **The BORROWER may prepay this promissory note infull or in part at any time.  Provided,however, a condition of any prepayment is that a fee shall be paid to BANKsufficient to make BANK whole for any expenses related to breaking fixedinterest rates.  Each prepayment may beapplied in inverse order of maturity or as the BANK in its sole discretion maydeem appropriate.  Such prepayment shallnot excuse the BORROWER from making subsequent payments each quarter until theindebtedness is paid in full.  No paymentof EXCESS CASH FLOW shall be the cause of a payment to BANK for interest ratebreakage fees or otherwise result in any prepayment fee.

 

**ADDITIONAL TERMS AND CONDITIONS.**TheAGREEMENT, and any amendments or substitutions, contains additional terms andconditions, including default and acceleration provisions, which are incorporatedinto this promissory note by reference. The BORROWER agrees to pay all costs of collection, including reasonableattorney’s 

 

1

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fees and legal expenses incurred by the BANK if this promissory note isnot paid as provided above.  Thispromissory note shall be governed by the substantive laws of the State ofNebraska.

 

**WAIVER OF PRESENTMENT AND NOTICE OFDISHONOR. **BORROWERand any other person who signs, guarantees or endorses this promissory note, tothe extent allowed by law, hereby waives presentment, demand or payment, noticeof dishonor, protest, and any notice relating to the acceleration of thematurity of this promissory note.

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

 

 
| STATE OF IOWA  | )     |
|----------------|-------|
|           | ) ss. |
| COUNTY OF IOWA | )     |

 

On this 1st day of June, 2008, before me, the undersigned, aNotary Public, personally appeared Stephen 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/ Sonia Jones |   |
|--------|-----------------|--------|
|   | Notary Public   |   |
|        |                 |        |  |

 

2

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**FOURTH AMENDMENT TO THE**

 

**AMENDED ANDRESTATED CONSTRUCTION LOAN AGREEMENT**

 

**EXHIBIT“D”**

 

**FORM OFEXTENSION EXISTING VARIABLE RATE NOTE**

 

[SEE THE ATTACHED]

 

----

 

**AMENDED AND EXTENDED TERM NOTE 3(variablerate)**

 
| Note Date:     | June 1, 2008  | $2,554,559.56 |
|----------------|--------------------|---------------|
| Maturity Date: | July 20, 2008 |          |

 

**FOR VALUE RECEIVED, LSCP, LLLP**, an Iowalimited liability limited partnership (“LSCP, LLLP”), successor in interest to **LSCP, L.P.**, an Iowa limited partnership (“LSCP, L.P.”), withits principal offices in Marcus, Iowa (LSCP, LLLP and LSCP, L.P. are referredto collectively as the “BORROWER”) promises to pay to the order of FirstNational Back of Omaha (“BANK”), at its principal office or such other addressas BANK or holder may designate from time to time, the principal sum of  Two Million Five Hundred Fifty-Four ThousandFive Hundred Fifty-Nine and 56/100 Dollars ($2,554,559.56), or the amount shownon the BANK’s records to be outstanding, plus interest (calculated on the basisof actual days elapsed in a 360-day year) accruing each day on the unpaidprincipal balance at the annual interest rates defined below.  Absent manifest error, the BANK’s recordsshall be conclusive evidence of the principal and accrued interest owinghereunder.

 

This promissory note is executed pursuant to a Construction LoanAgreement (“CONSTRUCTION LOAN AGREEMENT”) between BORROWER and BANK dated as ofJuly 25, 2002, which, together will all amendments thereto, iscollectively called the “AGREEMENT.”  Allcapitalized terms not otherwise defined in this note shall have the meaningsprovided in the AGREEMENT.

 

**INTEREST ACCRUAL. **Intereston the principal amount outstanding shall accrue based on a three month LIBOR+280 bps.  Interest shall be calculatedon the basis of a 360-day year, counting the actual number of days elapsed.

 

**REPAYMENT TERMS. **Interest andPrincipal shall be due and payable in the amounts described in the AGREEMENT,which will be applied to this Note and an additional Note, in the mannerdescribed in the AGREEMENT.  Anyremaining principal balance, plus any accrued but unpaid interest, shall befully due and payable on July 20, 2008, if not sooner paid.

 

**PREPAYMENT. **The BORROWER may prepay this promissory note infull or in part at any time.  Provided,however, a condition of any prepayment is that a fee shall be paid to BANKsufficient to make BANK whole for any expenses related to breaking fixedinterest rates.  Each prepayment may beapplied in inverse order of maturity or as the BANK in its sold discretion maydeem appropriate.  Such prepayment shallnot excuse the BORROWER from making subsequent payments each quarter until theindebtedness is paid in full.  No paymentof EXCESS CASH FLOW shall be the cause of a payment to BANK for interest ratebreakage fees or otherwise result in any prepayment fee.

 

**ADDITIONAL TERMS AND CONDITIONS. **The AGREEMENT, andany amendments or substitutions, contains additional terms and conditions,including default and acceleration provisions, which are incorporated into thispromissory note by reference. The BORROWER agrees to pay all costs ofcollection, including reasonable attorneys fees and legal expenses incurred bythe BANK if this promissory note is not paid as provided above.  This promissory note shall be governed by thesubstantive laws of the State of Nebraska.

 

1

----

 

**WAIVER OF PRESENTMENT AND NOTICE OFDISHONOR. **BORROWERand any other person who signs, guarantees or endorses this promissory note, tothe extent allowed by law, hereby waives presentment, demand for payment,notice of dishonor, protest, and any notice relating to the acceleration of thematurity of this promissory note.

 

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

 

 
| STATE OF IOWA  | )     |
|----------------|-------|
|           | ) ss. |
| COUNTY OF IOWA | )     |

 

On this 1st day of June, 2008, before me, the undersigned, aNotary Public, personally appeared Stephen 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/ Sonia Jones |   |
|--------|-----------------|--------|
|   | Notary Public   |   |
|        |                 |        |  |

 

2

----

 

**FOURTH AMENDMENT TO THE**

 

**AMENDED ANDRESTATED CONSTRUCTION LOAN AGREEMENT**

 

**EXHIBIT“E”**

 

**FORM OFEXTENSION EXISTING LONG TERM REVOLVING NOTE**

 

[SEE THE ATTACHED]

 

----

 

**AMENDED AND EXTENDED TERM NOTE 4 (withreducing revolver feature)**

 
| Note Date:     | June 1, 2008  | $5,000,000.00 |
|----------------|--------------------|---------------|
| Maturity Date: | July 20, 2008 |          |

 

**FOR VALUE RECEIVED, LSCP, LLLP**, an Iowalimited liability limited partnership (“LSCP, LLLP”), successor in interest to **LSCP, L.P.**, an Iowa limited partnership (“LSCP, L.P.”), withits principal offices in Marcus, Iowa (LSCP, LLLP and LSCP, L.P. are referredto collectively as the “BORROWER”) promises to pay to the order of FirstNational Back of Omaha (“BANK”), at its principal office or such other addressas BANK or holder may designate from time to time, the principal sum of  Five Million and No/100 Dollars($5,000,000.00), or the amount shown on the BANK’s records to be outstanding,plus interest (calculated on the basis of actual days elapsed in a 360-dayyear) accruing each day on the unpaid principal balance at the annual interestrates defined below.  Absent manifesterror, the BANK’s records shall be conclusive evidence of the principal andaccrued interest owing hereunder.

 

This promissory note is executed pursuant to a Construction LoanAgreement (“CONSTRUCTION LOAN AGREEMENT”) between BORROWER and BANK dated as ofJuly 25, 2002, which, together will all amendments thereto, iscollectively called the “AGREEMENT.”  Allcapitalized terms not otherwise defined in this note shall have the meaningsprovided in the AGREEMENT.

 

**INTEREST ACCRUAL. **Intereston the principal amount outstanding shall accrue based on a one month LIBOR+280 bps.  Interest shall be calculatedon the basis of a 360-day year, counting the actual number of days elapsed.

 

**REVOLVING FEATURE.** The BORROWER may reborrow, on a revolvingbasis, that principal amount repaid on this promissory note which remains at avariable interest rate.  Pursuant to thisrevolving loan feature the BANK will lend the BORROWER, from time to time untilmaturity of this note such sums in integral multiples of $10,000.00 as theBORROWER may request by reasonable same day notice to the BANK not later than11:00 A.M. on Friday, or the next BUSINESS DAY thereafter, each week butwhich shall not exceed in the aggregate principal amount at any one timeoutstanding, $5,000,000.00.  The BORROWERmay borrow, repay and reborrow hereunder, from the date of this AGREEMENT untilthe maturity of this note, said amount or any lesser sum which is $10,000.00 oran integral multiple thereof.  Followingrepayment of AMENDED AND EXTENDED TERM NOTE 3, when regular quarterly principalpayments are applied to this note, the amount available to be borrowed underthe revolving loan feature will be correspondingly reduced, so that the maximumamount outstanding under this promissory note will decrease accordingly.

 

**REPAYMENT TERMS. **Interest andPrincipal shall be due and payable in the amounts described in the AGREEMENT,which will be applied to this Note and an additional Note, in the mannerdescribed in the AGREEMENT.  Anyremaining principal balance, plus any accrued but unpaid interest, shall befully due and payable on July 20, 2008, if not sooner paid.

 

1

----

 

**PREPAYMENT. **The BORROWER may prepay this promissory note infull or in part at any time.  Provided,however, a condition of any prepayment is that a fee shall be paid to BANKsufficient to make BANK whole for any expenses related to breaking fixedinterest rates.  Each prepayment may beapplied in inverse order of maturity or as the BANK in its sold discretion maydeem appropriate.  Such prepayment shallnot excuse the BORROWER from making subsequent payments each quarter until theindebtedness is paid in full.  No paymentof EXCESS CASH FLOW shall be the cause of a payment to BANK for interest ratebreakage fees or otherwise result in any prepayment fee.

 

**ADDITIONAL TERMS AND CONDITIONS. **The AGREEMENT, andany amendments or substitutions, contains additional terms and conditions,including default and acceleration provisions, which are incorporated into thispromissory note by reference. The BORROWER agrees to pay all costs ofcollection, including reasonable attorneys fees and legal expenses incurred bythe BANK if this promissory note is not paid as provided above.  This promissory note shall be governed by thesubstantive laws of the State of Nebraska.

 

**WAIVER OF PRESENTMENT AND NOTICE OFDISHONOR. **BORROWERand any other person who signs, guarantees or endorses this promissory note, tothe extent allowed by law, hereby waives presentment, demand for payment,notice of dishonor, protest, and any notice relating to the acceleration of thematurity of this promissory note.

 

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

 
| STATE OF IOWA  | )     |
|----------------|-------|
|           | ) ss. |
| COUNTY OF IOWA | )     |

 

On this 1st day of June, 2008, before me, the undersigned, aNotary Public, personally appeared Stephen 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/ Sonia Jones |   |
|--------|-----------------|--------|
|   | Notary Public   |   |
|        |                 |        |  |

 

2

----

 

**FOURTH AMENDMENT TO THE**

 

**AMENDED ANDRESTATED CONSTRUCTION LOAN AGREEMENT**

 

**EXHIBIT“F”**

 

REAFFIRMATION OF GUARANTY

 

[SEE THE ATTACHED]

 

----

 

REAFFIRMATION OF GUARANTY

 

                This willconfirm (a) that the undersigned hereby consents (i) to the terms ofthat Fourth Amendment to the Amended and Restated Construction Loan Agreement(the “Fourth Amendment”) of even date herewith by and between the Borrower andthe Bank and (ii) to the execution and delivery of the Fourth Amendment bythe Borrower; (b) that the Obligations of the Borrower to the Bank underthe Loan Agreement (as defined in the Fourth Amendment) as amended by theFourth Amendment constitutes an obligation of the Guarantor to the Bank underthe terms and conditions of the Guaranty; and (c) that all references tothe “Loan Agreement” contained in the Guaranty shall constitute references tothe Loan Agreement as amended by the Fourth Amendment, and as the same may beamended, restated or otherwise modified from time to time hereafter.  The undersigned confirms to the Bank that allof the terms, conditions, provisions, agreements, requirements, promises,obligations, duties, covenants, and representations of the undersigned underthe Guaranty, and any and all other documents and agreements entered into withrespect to the obligations under the Guaranty, are incorporated herein by thisreference as modified hereby and as so modified, are hereby ratified andaffirmed in all respects by the undersigned.

 

Dated as of June 1, 2008.

 

 
| ** ** | **“Guarantor”**             |
|------------|---------------------------------------|
| ** ** | ** **                            |
|       | Little Sioux Corn Processors, L.L.C., |
|       | an Iowa limited liability company     |
|       |                                  |
|       | By:                                   | /s/ Stephen G. Roe |
|       |                                  |
|       | Name:                                 | Stephen G.  Roe |
|       |                                  |
|       | Title:                                | President |
|            |                                       |  |  |  |

 

4

----

 

**FIFTH AMENDMENT TO THE**

**AMENDED AND RESTATED CONSTRUCTION LOAN AGREEMENT**

 

This Fifth Amendment to theAmended and Restated Construction Loan Agreement (the “Fifth Amendment”) ismade and entered into effective as of the 20th day of July 2008(“Effective Date”), by and between **LSCP, LLLP**, anIowa limited liability limited partnership (“LSCP, LLLP”), successor ininterest to LSCP, L.P., an Iowa limited partnership (“LSCP, L.P.”), with itsprincipal offices in Marcus, Iowa (LSCP, LLLP and LSCP, L.P. are referred tocollectively as the “Borrower”), and **FIRST NATIONAL BANK OFOMAHA**, a national banking association with principal offices inOmaha, Nebraska (the “Bank”).

 

WHEREAS, the Bank andBorrower have entered into that certain Amended and Restated Construction LoanAgreement dated as of April 5, 2007 (the “Initial Loan Agreement”), asamended by (i) that certain First Amendment to Amended & RestatedConstruction Loan Agreement dated as of January 31, 2008 (the “FirstAmendment”), (ii) that certain Second Amendment to Amended and RestatedConstruction Loan Agreement dated as of March 31, 2008 (the “SecondAmendment”), (iii) that certain Third Amendment to Amended and RestatedConstruction Loan Agreement dated as of April 30, 2008 (the “ThirdAmendment”), and (iv) that certain Fourth Amendment to Amended andRestated Construction Loan Agreement dated as of June 1, 2008 (the “FourthAmendment”) (the Initial Loan Agreement as amended by the First Amendment, theSecond Amendment, the Third Amendment, and the Fourth Amendment are hereincollectively referred to as the “Loan Agreement”); and

 

WHEREAS,the entire proceeds of the Construction Loan were not drawn upon prior to theConstruction Loan Termination Date in accordance with the terms and provisionsof the Loan Agreement; and

 

WHEREAS,the Bank acknowledges that, notwithstanding Substantial Completion of theExpansion Facility by the original Completion Date, the Borrowers requested,and the Bank is willing to grant (in accordance with the terms and provisionsof this Fifth Amendment), an extension of the Completion Date in order tofacilitate the completion of construction of certain ancillary portions of theExpansion Facility; and

 

WHEREAS,the Borrower desires to modify and amend the Loan Agreement and the Obligationsof the Borrower pursuant to the Loan Documents, as hereinafter provided; and

 

WHEREAS,the Bank has agreed, on its own behalf and with the required consent of theparticipants, to make such amendments, subject to the terms and conditions setforth in this Fifth Amendment.

 

NOW,THEREFORE, in consideration of the foregoing and the mutual promises, covenantsand agreements set forth in the Loan Agreement and the mutual covenants andagreements contained herein, the Borrower and Bank mutually agree as follows:

 

----

 

1.             Definitions.  Unless otherwise defined in this FifthAmendment, each capitalized term used in this Fifth Amendment, including itspreamble and recitals, has the meaning ascribed to it in the Loan Agreement.

 

2.             Amendments to Definitions.  The following defined terms as reflected in Section 1.01of the Agreement shall be, and hereby are, deleted in their entirety andreplaced by the definition reflected below for each such defined term:

 

““*Agreement*” shall have the meaning givensuch term in the preamble hereto, and shall include all schedules and exhibitsthereto, in each case as amended, supplemented, or modified by the terms andprovisions of (i) the First Amendment to Amended and Restated ConstructionLoan Agreement dated as of January 31, 2008, by and between Borrower andthe Bank, (ii) the Second Amendment to Amended and Restated ConstructionLoan Agreement dated as of March 31, 2008, by and between the Borrower andthe Bank, (iii) the Third Amendment to Amended and Restated ConstructionLoan Agreement dated as of April 30, 2008, by and between the Borrower andthe Bank, (iv) the Fourth Amendment to Amended and Restated ConstructionLoan Agreement dated as of June 1, 2008, by and between the Borrower andthe Bank, and (v) the Fifth Amendment to Amended and Restated ConstructionLoan Agreement dated as of July 20, 2008, by and between Borrower and theBank, and as may be further amended, supplemented, or modified from time totime in accordance with the terms of this Agreement.

 

“*Amended Existing Swap Note*” means thatcertain Amended and Restated Existing Swap Note executed by Borrower for thebenefit of the Bank dated as of July 20, 2008.

 

“*Completion Date”*means the earlier tooccur of (i) October 20, 2008 or (ii) the date the constructionof the Project is completed.

 

“*Existing Swap Loan Termination Date*”means the earlier to occur of (a) July 20, 2013, or (b) the datethe Obligations are accelerated pursuant to this Agreement or the Notes or (c) thedate the Bank has received (i) notice in writing from the Borrower of theBorrower’s election to terminate this Agreement or (ii) indefeasiblepayment in full of the Obligations.”

 

3.                                       Existing SwapNote.

 

a.               *ExistingSwap Note Termination Date*.  The parties agree that the maturity date ofthe Existing Swap Note shall be extended to July 20, 2013, subject to andin accordance with the amended definition of the Existing Swap Loan TerminationDate stated in Section 2 above. Upon the execution of this Fifth Amendment, Borrower agrees to deliverto the Bank an Amended and Restated Existing Swap Note in the form attachedhereto as Exhibit “A” and incorporated herein by this reference (“AmendedExisting Swap Note”), and all references to the Existing Swap Note in theAgreement, or in any of the 

 

----

 

other Loan Documents, shall be deemed for all purposes to be areference to the Amended Existing Swap Note attached hereto.

 

b.              *Section 2.01(b). *The parties agree that Section 2.01(b) ofthe Loan Agreement is hereby deleted in its entirety and replaced with thefollowing:

 

“(b)         During the period beginning on the dateof execution of this Agreement and ending on July 20, 2008, the terms andprovisions of the Existing Swap Note shall remain in full force and effect andthe interest rate, interest period, repayment and other terms and provisionsthereof shall likewise remain in full force and effect.  Thereafter, the terms and provisions of theAmended Existing Swap Note shall govern.”

 

4.             Termination of Construction LoanCommitment.  Upon the date hereof,$61,381,558.42 of the principal amount of the Construction Loan has beenfunded.  The parties agree that on thedate hereof, the remaining $11,618,441.58 of the Construction Loan (the“Unadvanced Construction Loan Amount”) shall be (i) advanced by the Bankand placed in a deposit account in the name of the Borrower and maintained withthe Bank, the balance of which shall be frozen except for permitteddisbursements described in this Section 4, (ii) held as additionalCollateral for the benefit of the Bank pursuant to and subject to the terms andprovisions of the Security Agreement, and (iii) disbursed only inaccordance with the terms and provisions of the Disbursement Agreement as ifthe same were “Advances” of the Construction Loan as described therein.  As of the date hereof, the parties agree thatthe Construction Loan Commitment is terminated and the Construction Loan shallbe converted and replaced, in accordance with the Loan Agreement, as follows:

 

a.             *Swap Loan*.  $36,500,000.00 of the Construction Loan shallbe converted into the Swap Loan evidenced by the Swap Note; and

 

b.             *Variable Rate Loan*.  $19,881,558.42 of the Construction Loan plusthe Unadvanced Construction Loan Amount plus the outstanding principal balanceof the Existing Variable Rate Note in the amount of $2,554,559.56, shall all beconverted to and replaced by the Variable Rate Note with a principal amount of$34,054,559.56; and

 

c.             *Long Term Revolving Loan*.  $5,000,000.00 of the Construction Loan shallbe converted into the Long Term Revolving Loan and represented by the Long TermRevolving Note.

 

Uponthe execution hereof, the Borrower agrees to execute and deliver to the Bankthe Swap Note, the Variable Rate Note, and the Long Term Revolving Note, in theforms attached hereto as Exhibits “B”, “C”, and “D”, respectively, andincorporated herein by this reference.

 

5.             Reaffirmation of Guaranty.  Upon the execution hereof, the Borrower shalldeliver to the Bank a Reaffirmation of Guaranty duly executed by the Guarantorin the form attached hereto as Exhibit “E” and incorporated herein by thisreference.

 

----

 

6.             Ratification of Loan Agreement;No Waiver.  The Borrower and Bankagree that, except as expressly provided in this Fifth Amendment, all terms andprovisions of the Agreement, including, but not limited to, the financialcovenants set forth in the Agreement, and all other Loan Documents shall remainunchanged and in full force and effect and are hereby ratified andconfirmed.  No amendment contained in thisFifth Amendment shall be construed to amend or waive any obligation of theBorrower under the Agreement or any provision of any of the Loan Documents,except to the extent of the specific amendment referenced herein.  No delay or omission by the Bank in exercisingany power, right, or remedy shall impair such power, right, or remedy or beconstrued as a waiver thereof or an acquiescence therein, and no single orpartial exercise of any such power, right, or remedy shall preclude other orfurther exercise thereof or the exercise of any other power, right, or remedyunder the Agreement or any other Loan Documents, or otherwise.

 

7.             Authorization.  By execution hereof, the undersignedrepresentative of the Borrower hereby represents and warrants that (i) heis an Authorized Person of the Borrower, (ii) the execution, delivery andperformance of this Fifth Amendment is, and has been, duly authorized, approvedand ratified by all required partnership or company action of the Borrower andthe General Partner, and (iii) the amendments specifically referencedherein reflect all of the amendments being requested by the Borrower relatingto the terms and provisions of the Loan Agreement and the other Loan Documents.

 

8.             Governing Law.  This Fifth Amendment shall be governed by,and construed in accordance with, the laws of the State of Nebraska, other thanconflict of law provisions thereof.

 

9.             Submission toJurisdiction; Venue.  The Borrowerhereby submits to the jurisdiction of any state or federal court sitting inOmaha, Nebraska, in any action or proceeding arising out of or relating to thisFifth Amendment and agrees that all claims in respect of the action orproceeding may be heard and determined in any such court.  The Borrower also agrees not to bring anyaction or proceeding arising out of or relating to this Fifth Amendment, theAgreement, or any of the other Loan Documents, in any other court.  The Borrower waives any defense ofinconvenient forum to the maintenance of any action or proceeding so broughtand waives any bond, surety, or other security that might be required of theBank.  The Borrower agrees that a finaljudgment in any action or proceeding so brought shall be conclusive and may beenforced by suit on the judgment or in any other manner provided by law or atequity.  The Borrower hereby waives anyrights it or they may have to transfer or change the venue of any suit, actionor other proceeding brought against the Borrower by the Bank in accordance withthis paragraph or in connection with this Fifth Amendment, the Agreement or anyother Loan Documents.

 

10.           Costsand Expenses.  The Borrower agrees to pay on demandall costs and expenses of the Bank in connection with the preparation,execution and delivery of this Fifth Amendment, including, withoutlimitation, the cost for any title insurance endorsements or additionalpremiums and the reasonable fees and out-of-pocket expenses of outside counselfor the Bank with respect thereto.

 

----

 

11.           Jury Trial Waiver.THE BANK AND THE BORROWER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING,CLAIM, OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY,ARISING OUT OF OR IN ANY WAY RELATED TO THIS FIFTH AMENDMENT, THE AGREEMENT ORANY OF THE LOAN DOCUMENTS.  NO EMPLOYEEOF THE BANK HAS AUTHORITY TO WAIVE, CONDITION, OR MODIFY THE TERMS ANDPROVISIONS OF THIS PARAGRAPH OF THIS FIFTH AMENDMENT.

 

12.**           CREDIT AGREEMENT.  A CREDIT AGREEMENT MUST BE IN WRITING TO BEENFORCEABLE UNDER NEBRASKA LAW.  TOPROTECT YOU AND US FROM ANY MISUNDERSTANDINGS OR DISAPPOINTMENTS, ANY CONTRACT,PROMISE, UNDERTAKING, OR OFFER TO FORBEAR REPAYMENT OF MONEY OR TO MAKE ANYOTHER FINANCIAL ACCOMMODATION IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OREXTENSION OF CREDIT, OR ANY AMENDMENT OF, CANCELLATION OF, WAIVER OF, ORSUBSTITUTION FOR ANY OR ALL OF THE TERMS OR PROVISIONS OF ANY INSTRUMENT ORDOCUMENT EXECUTED IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSIONOF CREDIT, MUST BE IN WRITING TO BE EFFECTIVE.**

 

13.           **Counterpart**s.  This Fifth Amendment may be executed in oneor more counterparts, any one of which need not contain the signatures of morethan one party, but all such counterparts taken together will constitute oneand the same instrument.  A facsimilesignature (or signatures sent by electronic mail in .pdf format) will be deemedan original signature.

 

INWITNESS WHEREOF, the parties hereto have executed this Fifth Amendment as ofthe Effective Date.

 
| ** ** | **“Borrower”**                       |
|------------|------------------------------------------------|
| ** ** | ** **                                     |
|       | LSCP,  LLLP,                                   |
|       | an  Iowa limited liability limited partnership |
|       |                                           |
|       | By:                                            | Little  Sioux Corn Processors, L.L.C., |
|       |                                           | its  General Partner |
|       |                                           |   |
|       |                                           |   |
|       |                                           | By: | /s/ Stephen G. Roe |
|       |                                           |   |   |
|       |                                           | Its: | President |

 

----

 
|   | “Bank”                |
|--------|---------------------------------|
|   |                            |
|   | FIRST  NATIONAL BANK OF OMAHA,  |
|   | a  national banking association |
|   |                            |   |   |
|   | By:                             | /s/ Bradley J. Brummund |
|   |                            |   |   |
|   | Title:                          | Vice President |
|        |                                 |  |  |  |  |

 

----

 

**FIFTH****AMENDMENT TO THE**

 

**AMENDED AND RESTATEDCONSTRUCTION LOAN AGREEMENT**

 

**EXHIBIT “A”**

 

Amended Existing Swap Note

 

 [SEETHE ATTACHED]

 

----

 

**AMENDEDAND RESTATED**

** **

**EXISTINGSWAP NOTE**

** **
| $9,058,774.46 |   | July, 20, 2008  |
|---------------|--------|-----------------|
|          |   | Omaha, Nebraska |

 

FOR VALUE RECEIVED, theundersigned, LSCP, LLLP, an Iowa limited liability limited partnership****(the “Borrower”), HEREBY PROMISES TO PAY to the order ofFIRST NATIONAL BANK OF OMAHA, a national banking association (the “Bank”), atits principal office located at 1620 Dodge Street, STOP 1050, Omaha, Nebraska68197, in lawful money of the United States and in immediately available funds,the principal amount of Nine Million Fifty Eight Thousand Seven Hundred SeventyFour and 46/100ths Dollars ($9,058,774.46) (the “Principal Amount”).

 

The Borrower also promises to pay (i) on thefirst (1st) day of every third month, commencing on September 1,2008, the scheduled payment of Principal Amount reflected on Schedule I to thisAmended & Restated Existing Swap Note and any and all interest accruedon the unpaid Principal Amount at a variable rate equal to the [three (3) monthLIBOR Rate, in effect from time to time, plus (a) two hundred eighty (280)basis points prior to acceleration or maturity], and (b) an additional sixhundred (600) basis points after maturity, whether by acceleration orotherwise, without off-set, deduction or counterclaim, until paid in full (theinterest rate herein is subject to the Maximum Rate determination in Section 8.16of the Loan Agreement) and (ii) fees at such times and at such rates andamounts specified in the Loan Agreement, without off-set, deduction orcounterclaim, until paid in full.  Theunpaid Principal Amount hereof, together with all accrued and unpaid interestand fees, shall be due and payable on the date that is the earliest to occur ofthe following: (i) July 20, 2013, (ii) the date the Obligationsare accelerated pursuant to the Loan Agreement or this Amended and RestatedExisting Swap Note and (iii) the date the Bank has received indefeasiblepayment in full of the Obligations.  TheBorrower also agrees to pay, at the time of any prepayment of this Amended andRestated Existing Swap Note, any amounts as may be provided in the LoanAgreement or in the Swap Contracts as compensation to the Bank for prepaymentof the Amended and Restated Existing Swap Note, including, but not limited to,any fees or costs incurred by the Bank as a result of the termination orbreakage of any Swap Contracts to which the Borrower is a party in relation tothe Existing Swap Loan.

 

This Amended and Restated ExistingSwap Note is an amendment and extension of that certain Existing Swap Notedated June 1, 2008, referred to in the Amended and Restated ConstructionLoan Agreement, dated April 5, 2007, by and between the Borrower and theBank (the “Initial Loan Agreement”), as amended by that certain First Amendmentto Amended and Restated Construction Loan Agreement dated as of January 31,2008 (the “First Amendment”), as further amended by that certain SecondAmendment to the Amended and Restated Construction Loan Agreement dated as of March 31,2008 (the “Second Amendment”), as further amended by that certain ThirdAmendment to the Amended and Restated Construction Loan Agreement dated as of April 30,2008 (the “Third Amendment”), as further amended by that certain FourthAmendment to the Amended and Restated Construction Loan Agreement dated as of June 1,2008 (the “Fourth Amendment”), as further amended by that certain FifthAmendment to the Amended and Restated Construction Loan Agreement dated as of July 20,

 

----

 

2008 (the “Fifth Amendment”) (each asamended, supplemented, or otherwise modified from time to time, the InitialLoan Agreement, the First Amendment, the Second Amendment, the Third Amendment,the Fourth Amendment, and the Fifth Amendment are herein referred tocollectively as the “Loan Agreement”), the terms and conditions of which areincorporated herein by this reference. This Amended and Restated Existing Swap Note is entitled to the benefitsand security set forth in the Loan Documents, including, but not limited to,the Security Agreement, the Mortgage, the Assignment of Rents and Leases andthe Guaranty.  In the event of a conflictor inconsistency between the terms of this Amended and Restated Existing SwapNote and the Loan Agreement, the terms and provisions of the Loan Agreementshall govern.  Capitalized terms nototherwise defined in this Amended and Restated Existing Swap Note which aredefined in the Loan Agreement shall have the meanings ascribed thereto in theLoan Agreement.

 

This Amended and RestatedExisting Swap Note is given in modification, replacement and restatement of,but not extinguishment of, the unpaid indebtedness evidenced by the ExistingSwap Note.  This Amended and RestatedExisting Swap Note modifies and replaces, but does not repay said Existing SwapNote, and all indebtedness formerly evidenced by the Existing Swap Note andunpaid on the date hereof shall now be evidenced by this Amended and RestatedExisting Swap Note, and as of the date hereof, the Existing Swap Note shall nolonger evidence said outstanding indebtedness. This Amended and Restated Existing Swap Note shall not be considered tobe a novation of the Existing Swap Note as this Amended and Restated ExistingSwap Note evidences the same indebtedness and is secured by the samecollateral.

 

The Loan Agreement, amongother things, contains (i) enumerated Events of Default, (ii) provisionsfor acceleration of the maturity of this Amended and Restated Existing SwapNote upon the happening of certain stated events, (iii) provisions forprepayments of the principal amount of this Amended and Restated Existing SwapNote prior to the maturity of the Amended and Restated Existing Swap Note andthe prepayment fees and restrictions related thereto, and (iv) provisionsfor modification or waiver of this Amended and Restated Existing Swap Note uponthe terms and conditions specified in the Loan Agreement.

 

The occurrence of any Eventof Default enumerated in the Loan Agreement or any of the other Loan Documentsshall constitute an Event of Default under this Amended and Restated ExistingSwap Note.  Upon any such Event ofDefault, the Bank shall have any and all remedies provided in the LoanAgreement or any of the other Loan Documents, including but not limited to theright, but not the obligation, to accelerate the due date of this Amended andRestated Existing Swap Note and declare all obligations set forth hereinimmediately due and payable, and such other remedies as are provided bylaw.  No failure to exercise, and no delayin exercising, any rights hereunder on the part of the Bank shall operate as awaiver of such rights.

 

The Borrower acknowledgesthat the Obligations evidenced by this Amended and Restated Existing Swap Noteare for business purposes only and are not an extension of consumer orindividual credit.

 

THE BORROWER HEREBYIRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY GOVERNING LAW,PRESENTMENT FOR PAYMENT, 

 

----

 

NOTICE OF NONPAYMENT, NOTICE OF DISHONOR,PROTEST, NOTICE OF PROTEST, DEMAND, NOTICE OF EVERY KIND IN CONNECTION HEREWITHAND DILIGENCE IN ENFORCING PAYMENT OR BRINGING SUIT AGAINST ANY PARTY HERETO.

 

This Amended and Restated Existing Swap Note is madeunder and governed by the laws of, and shall be deemed to have been executedin, the State of Nebraska without giving effect to choice of law principles (whether ofthe State of Nebraska or any other jurisdiction) that would cause theapplication of the laws of any jurisdiction other than the State of Nebraska.

 

THE BANK AND THE BORROWER HEREBY WAIVE TRIAL BY JURYIN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT,AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AMENDED ANDRESTATED EXISTING SWAP NOTE.  NO OFFICEROR EMPLOYEE OF THE BANK HAS AUTHORITY TO WAIVE, CONDITION, OR MODIFY THISPROVISION.

 

Time is of the essence as toeach and every date and each and every Obligation of the Borrower set forth inthis Amended and Restated Existing Swap Note.

 

IN WITNESS WHEREOF, the Borrower has caused this Amended and RestatedExisting Swap Note to be executed and delivered to the Bank as of the day andyear first written above.

 

 
|   | “Borrower”                           |
|--------|------------------------------------------------|
|   |                                           |
|   | LSCP,  LLLP,                                   |
|   | an  Iowa limited liability limited partnership |
|   |                                           |
|   | By:                                            | Little  Sioux Corn Processors, L.L.C., |
|   |                                           | its  General Partner |
|   |                                           |   |   |
|   |                                           | By: | /s/ Stephen G. Roe |
|   |                                           |   |   |
|   |                                           | Its: | President |

 

----

 

**SCHEDULE I**

 

Principal Payments

 

[See the Attached]

 

----

 

**Schedule I to Amended and Restated Existing Swap Note**

 

AMORTIZATION SCHEDULE – Normal Amortization, 360 Day Year

 
| **#**       | ** ** | **Date** | ** ** | **Principal** | ** **                    |
|-------------|------------|----------|------------|---------------|-------------------------------|
| 1           |       |     | 9/1/2008   |          | 452,938.72                    |   |
| 2           |       |     | 12/1/2008  |          | 452,938.72                    |   |
| 2008 Totals |       |     |       |          | 905,877.44                    |   |
|        |       |     |       |          |                          |   |
| 3           |       |     | 3/1/2009   |          | 452,938.72                    |   |
| 4           |       |     | 6/1/2009   |          | 452,938.72                    |   |
| 5           |       |     | 9/1/2009   |          | 452,938.72                    |   |
| 6           |       |     | 12/1/2009  |          | 452,938.72                    |   |
| 2009 Totals |       |     |       |          | 1,811,784.88                  |   |
|        |       |     |       |          |                          |   |
| 7           |       |     | 3/1/2010   |          | 452,938.72                    |   |
| 8           |       |     | 6/1/2010   |          | 452,938.72                    |   |
| 9           |       |     | 9/1/2010   |          | 452,938.72                    |   |
| 10          |       |     | 12/1/2010  |          | 452,938.72                    |   |
| 2010 Totals |       |     |       |          | 1,811,754.88                  |   |
|        |       |     |       |          |                          |   |
| 11          |       |     | 3/1/2011   |          | 452,938.72                    |   |
| 12          |       |     | 6/1/2011   |          | 452,938.72                    |   |
| 13          |       |     | 9/1/2011   |          | 452,938.72                    |   |
| 14          |       |     | 12/1/2011  |          | 452,938.72                    |   |
| 2011 Totals |       |     |       |          | 1,811,754.88                  |   |
|        |       |     |       |          |                          |   |
| 15          |       |     | 3/1/2012   |          | 452,938.72                    |   |
| 16          |       |     | 6/1/2012   |          | 452,938.72                    |   |
| 17          |       |     | 9/1/2012   |          | 452,938.72                    |   |
| 18          |       |     | 12/1/2012  |          | 452,938.72                    |   |
| 2012 Totals |       |     |       |          | 1,811,754.88                  |   |
|        |       |     |       |          |                          |   |
| 19          |       |     | 3/1/2013   |          | 452,938.72                    |   |
| 20          |       |     | 6/1/2013   |          | 452,938.72                    |   |
| 21          |       |     | 7/20/2013  |          | Entire  remaining balance due |   |
| 2013 Totals |       |     |       |          |                          |   |

 

----

 

**FIFTH****AMENDMENT TO THE**

 

**AMENDED AND RESTATEDCONSTRUCTION LOAN AGREEMENT**

 

**EXHIBIT “B”**

 

Swap Note

 

[SEE THE ATTACHED]

 

----

** **

**SWAP NOTE**

** **
| $36,500,000.00 |   | July 20, 2008 |
|----------------|--------|--------------------|
|           |   | Omaha, Nebraska    |

 

FOR VALUERECEIVED, the undersigned, LSCP, LLLP, an Iowa limited liability limitedpartnership****(the “Borrower”), HEREBY PROMISESTO PAY to the order of FIRST NATIONAL BANK OF OMAHA, a national bankingassociation (the “Bank”), at its principal office located at 1620 Dodge Street,STOP 1050, Omaha, Nebraska 68197, in lawful money of the United States and inimmediately available funds, the principal amount of Thirty Six Million FiveHundred Thousand and No/100ths Dollars ($36,500,000.00) (the “PrincipalAmount”).

 

The Borroweralso promises to pay (i) the Principal Amount, without off-set, deductionor counterclaim, until paid in full, (ii) interest on the unpaid PrincipalAmount from the date hereof at the rates and times specified in the LoanAgreement, without off-set, deduction or counterclaim, until paid in full and (iii) feesat such times and at such rates and amounts specified in the Loan Agreement,without off-set, deduction or counterclaim, until paid in full.  The unpaid Principal Amount hereof, togetherwith all accrued and unpaid interest and fees, shall be due and payable on thedate that is the earliest to occur of the following: (i) July 20,2013, (ii) the date the Obligations are accelerated pursuant to the LoanAgreement or this Swap Note and (iii) the date the Bank has receivedindefeasible payment in full of the Obligations.

 

This Swap Noteis the Swap Note referred to in the Amended and Restated Construction LoanAgreement, dated April 5, 2007, by and between the Borrower and the Bank(the “Initial Loan Agreement”), as amended by that certain First Amendment toAmended and Restated Construction Loan Agreement dated as of January 31,2008 (the “First Amendment”), as further amended by that certain SecondAmendment to the Amended and Restated Construction Loan Agreement dated as of March 31,2008 (the “Second Amendment”), as further amended by that certain ThirdAmendment to the Amended and Restated Construction Loan Agreement dated as of April 30,2008 (the “Third Amendment”), as further amended by that certain FourthAmendment to the Amended and Restated Construction Loan Agreement dated as of June 1,2008 (the “Fourth Amendment”), as further amended by that certain FifthAmendment to the Amended and Restated Construction Loan Agreement dated as of July 20,2008 (the “Fifth Amendment”) (each as amended, supplemented, or otherwisemodified from time to time, the Initial Loan Agreement, the First Amendment,the Second Amendment, the Third Amendment, the Fourth Amendment, and the FifthAmendment are herein referred to collectively as the “Loan Agreement”), theterms and conditions of which are incorporated herein by this reference.  This Swap Note is entitled to the benefitsand security set forth in the Loan Documents, including, but not limited to,the Security Agreement, the Mortgage, the Assignment of Rents and Leases andthe Guaranty.  In the event of a conflictor inconsistency between the terms of this Swap Note and the Loan Agreement,the terms and provisions of the Loan Agreement shall govern.  Capitalized terms not otherwise defined inthis Swap Note which are defined in the Loan Agreement shall have the meaningsascribed thereto in the Loan Agreement.

 

The LoanAgreement, among other things, contains (i) enumerated Events of Default, (ii) provisionsfor acceleration of the maturity of this Swap Note upon the happening ofcertain stated events, (iii) provisions for prepayments of the principalamount of this Swap Note prior to 

 

----

 

the maturity of the Swap Noteand the prepayment fees and restrictions related thereto, and (iv) provisionsfor modification or waiver of this Swap Note upon the terms and conditionsspecified in the Loan Agreement.

 

The occurrenceof any Event of Default enumerated in the Loan Agreement or any of the otherLoan Documents shall constitute an Event of Default under this Swap Note.  Upon any such Event of Default, the Bankshall have any and all remedies provided in the Loan Agreement or any of theother Loan Documents, including but not limited to the right, but not theobligation, to accelerate the due date of this Swap Note and declare allobligations set forth herein immediately due and payable, and such otherremedies as are provided by law.  Nofailure to exercise, and no delay in exercising, any rights hereunder on thepart of the Bank shall operate as a waiver of such rights.

 

The Borroweracknowledges that the Obligations evidenced by this Swap Note are for businesspurposes only and are not an extension of consumer or individual credit.

 

THE BORROWERHEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY GOVERNING LAW,PRESENTMENT FOR PAYMENT, NOTICE OF NONPAYMENT, NOTICE OF DISHONOR, PROTEST,NOTICE OF PROTEST, DEMAND, NOTICE OF EVERY KIND IN CONNECTION HEREWITH ANDDILIGENCE IN ENFORCING PAYMENT OR BRINGING SUIT AGAINST ANY PARTY HERETO.

 

This Swap Noteis made under and governed by the laws of, and shall be deemed to have beenexecuted in, the State of Nebraska without giving effect to choice of lawprinciples(whether of the State of Nebraska or any other jurisdiction) that would causethe application of the laws of any jurisdiction other than the State ofNebraska.

 

THE BANK ANDTHE BORROWER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, ORCOUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OFOR IN ANY WAY RELATED TO THIS SWAP NOTE. NO OFFICER OR EMPLOYEE OF THE BANK HAS AUTHORITY TO WAIVE, CONDITION, ORMODIFY THIS PROVISION.

 

Time is of theessence as to each and every date and each and every Obligation of the Borrowerset forth in this Swap Note.

 

[REMAINDER OFPAGE INTENTIONALLY BLANK; SIGNATURE PAGE TO FOLLOW]

 

----

 

IN WITNESS WHEREOF, the Borrower has causedthis Swap Note to be executed and delivered to the Bank as of the day and yearfirst written above.

 
|   | “Borrower”                          |
|--------|-----------------------------------------------|
|   |                                          |
|   | LSCP, LLLP,                                   |
|   | an Iowa limited liability limited partnership |
|   |                                          |
|   | By:                                           | Little Sioux Corn Processors, L.L.C., |
|   |                                          | its General Partner |
|   |                                          |   |
|   |                                          |   |
|   |                                          | By: |        /s/ Stephen G. Roe |
|   |                                          |   |
|   |                                          | Its: |              President |

 

----

 

**Schedule I to Swap Note**

 

AMORTIZATION SCHEDULE – Normal Amortization,360 Day Year

 
| **#**       | ** ** | **Date**  | ** ** | **Principal** | ** ** |
|-------------|------------|-----------|------------|---------------|------------|
| 1           |       | 9/1/2008  |       | 612,194.15    |       |
| 2           |       | 12/1/2008 |       | 616,441.62    |       |
| 2008 Totals |       |      |       | 1,228,635.77  |       |
|        |       |      |       |          |       |
| 3           |       | 3/1/2009  |       | 621,046.22    |       |
| 4           |       | 6/1/2009  |       | 633,679.68    |       |
| 5           |       | 9/1/2009  |       | 654,091.59    |       |
| 6           |       | 12/1/2009 |       | 667,252.64    |       |
| 2009 Totals |       |      |       | 2,576,070.13  |       |
|        |       |      |       |          |       |
| 7           |       | 3/1/2010  |       | 673,449.21    |       |
| 8           |       | 6/1/2010  |       | 687,148.67    |       |
| 9           |       | 9/1/2010  |       | 714,983.70    |       |
| 10          |       | 12/1/2010 |       | 722,441.51    |       |
| 2010 Totals |       |      |       | 2,798,023.09  |       |
|        |       |      |       |          |       |
| 11          |       | 3/1/2011  |       | 730,367.22    |       |
| 12          |       | 6/1/2011  |       | 745,224.51    |       |
| 13          |       | 9/1/2011  |       | 772,952.73    |       |
| 14          |       | 12/1/2011 |       | 782,221.05    |       |
| 2011 Totals |       |      |       | 3,030,765.51  |       |
|        |       |      |       |          |       |
| 15          |       | 3/1/2012  |       | 792,019.72    |       |
| 16          |       | 6/1/2012  |       | 808,131.17    |       |
| 17          |       | 9/1/2012  |       | 835,743.69    |       |
| 18          |       | 12/1/2012 |       | 846,973.11    |       |
| 2012 Totals |       |      |       | 3,282,867.69  |       |
|        |       |      |       |          |       |
| 19          |       | 3/1/2013  |       | 858,800.55    |       |
| 20          |       | 6/1/2013  |       | 876,191.82    |       |
| 21          |       | 7/20/2013 |       | 21,848,645.44 |       |
| 2013 Totals |       |      |       | 23,583,637.81 |       |

 

----

 

**FIFTH AMENDMENT TO THE**

 

**AMENDED AND RESTATEDCONSTRUCTION LOAN AGREEMENT**

 

**EXHIBIT“C”**

 

Variable Rate Note

 

 [SEE THE ATTACHED]

 

----

 

**VARIABLE RATE NOTE**

** **
| $34,054,559.56 |   | July 20, 2008 |
|----------------|--------|--------------------|
|           |   | Omaha, Nebraska    |

 

FOR VALUERECEIVED, the undersigned, LSCP, LLLP, an Iowa limited liability limitedpartnership****(the “Borrower”), HEREBY PROMISESTO PAY to the order of FIRST NATIONAL BANK OF OMAHA, a national bankingassociation (the “Bank”), at its principal office located at 1620 Dodge Street,STOP 1050, Omaha, Nebraska 68197, in lawful money of the United States and inimmediately available funds, the principal amount of Thirty Four Million FiftyFour Thousand Five Hundred Fifty Nine and 56/100ths Dollars ($34,054,559.56)or, so much thereof as may be advanced by the Bank pursuant to the terms andprovisions of the Loan Agreement, as hereinafter defined, between the Borrowerand the Bank (the “Principal Amount”).

 

The Borroweralso promises to pay (i) the Principal Amount, without off-set, deductionor counterclaim, until paid in full, (ii) interest on the unpaid PrincipalAmount from the date hereof at the rates and times specified in the LoanAgreement, without off-set, deduction or counterclaim, until paid in full and (iii) feesat such times and at such rates and amounts specified in the Loan Agreement, withoutoff-set, deduction or counterclaim, until paid in full.  The unpaid Principal Amount hereof, togetherwith all accrued and unpaid interest and fees, shall be due and payable on thedate that is the earliest to occur of the following: (i) July 20, 2013,(ii) the date the Obligations are accelerated pursuant to the LoanAgreement or this Variable Rate Note and (iii) the date the Bank hasreceived indefeasible payment in full of the Obligations.

 

This VariableRate Note is the Variable Rate Note referred to in the Amended and RestatedConstruction Loan Agreement, dated April 5, 2007, by and between theBorrower and the Bank (the “Initial Loan Agreement”), as amended by thatcertain First Amendment to Amended and Restated Construction Loan Agreementdated as of January 31, 2008 (the “First Amendment”), as further amendedby that certain Second Amendment to the Amended and Restated Construction LoanAgreement dated as of March 31, 2008 (the “Second Amendment”), as furtheramended by that certain Third Amendment to the Amended and RestatedConstruction Loan Agreement dated as of April 30, 2008 (the “ThirdAmendment”), as further amended by that certain Fourth Amendment to the Amendedand Restated Construction Loan Agreement dated as of June 1, 2008 (the“Fourth Amendment”), as further amended by that certain Fifth Amendment to theAmended and Restated Construction Loan Agreement dated as of July 20, 2008(the “Fifth Amendment”) (each as amended, supplemented, or otherwise modifiedfrom time to time, the Initial Loan Agreement, the First Amendment, the SecondAmendment, the Third Amendment, the Fourth Amendment, and the Fifth Amendmentare herein referred to collectively as the “Loan Agreement”), the terms andconditions of which are incorporated herein by this reference.  This Variable Rate Note is entitled to thebenefits and security set forth in the Loan Documents, including, but notlimited to, the Security Agreement, the Mortgage, the Assignment of Rents andLeases and the Guaranty.  In the event ofa conflict or inconsistency between the terms of this Variable Rate Note andthe Loan Agreement, the terms and provisions of the Loan Agreement shallgovern.  Capitalized terms not otherwisedefined in this Variable Rate Note which are defined in the Loan Agreementshall have the meanings ascribed thereto in the Loan Agreement.

 

----

 

The LoanAgreement, among other things, contains (i) enumerated Events of Default, (ii) provisionsfor acceleration of the maturity of this Variable Rate Note upon the happeningof certain stated events, (iii) provisions for prepayments of theprincipal amount of this Variable Rate Note prior to the maturity of theVariable Rate Note and the prepayment fees and restrictions related thereto,and (iv) provisions for modification or waiver of this Variable Rate Noteupon the terms and conditions specified in the Loan Agreement.

 

The occurrenceof any Event of Default enumerated in the Loan Agreement or any of the otherLoan Documents shall constitute an Event of Default under this Variable RateNote.  Upon any such Event of Default,the Bank shall have any and all remedies provided in the Loan Agreement or anyof the other Loan Documents, including but not limited to the right, but notthe obligation, to accelerate the due date of this Variable Rate Note anddeclare all obligations set forth herein immediately due and payable, and suchother remedies as are provided by law. No failure to exercise, and no delay in exercising, any rights hereunderon the part of the Bank shall operate as a waiver of such rights.

 

The Borroweracknowledges that the Obligations evidenced by this Variable Rate Note are forbusiness purposes only and are not an extension of consumer or individualcredit.

 

THE BORROWERHEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY GOVERNING LAW,PRESENTMENT FOR PAYMENT, NOTICE OF NONPAYMENT, NOTICE OF DISHONOR, PROTEST,NOTICE OF PROTEST, DEMAND, NOTICE OF EVERY KIND IN CONNECTION HEREWITH ANDDILIGENCE IN ENFORCING PAYMENT OR BRINGING SUIT AGAINST ANY PARTY HERETO.

 

                This Variable Rate Note is made under andgoverned by the laws of, and shall be deemed to have been executed in, theState of Nebraska without giving effect to choice of law principles (whether of the State of Nebraska or anyother jurisdiction) that would cause the application of the laws of anyjurisdiction other than the State of Nebraska.

 

                THE BANK AND THE BORROWER HEREBY WAIVE TRIALBY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER IN CONTRACTOR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THISVARIABLE RATE NOTE.  NO OFFICER OREMPLOYEE OF THE BANK HAS AUTHORITY TO WAIVE, CONDITION, OR MODIFY THISPROVISION.

 

Time is of theessence as to each and every date and each and every Obligation of the Borrowerset forth in this Variable Rate Note.

 

[REMAINDER OFPAGE INTENTIONALLY BLANK; SIGNATURE PAGE TO FOLLOW]

 

----

 

IN WITNESS WHEREOF, the Borrower has causedthis Variable Rate Note to be executed and delivered to the Bank as of the dayand year first written above.

 
|   | “Borrower”                          |
|--------|-----------------------------------------------|
|   |                                          |
|   | LSCP, LLLP,                                   |
|   | an Iowa limited liability limited partnership |
|   |                                          |
|   | By:                                           | Little Sioux Corn Processors, L.L.C., |
|   |                                          | its General Partner |
|   |                                          |   |
|   |                                          |   |
|   |                                          | By: |        /s/ Stephen G. Roe |
|   |                                          |   |
|   |                                          | Its: |              President |

 

----

 

**FIFTH AMENDMENT TO THE**

 

**AMENDED ANDRESTATED CONSTRUCTION LOAN AGREEMENT**

 

**EXHIBIT“D”**

 

Long Term Revolving Note

 

[SEE THE ATTACHED]

 

----

 

**LONG TERM REVOLVING NOTE**

** **
| $10,000,000.00 |   | July 20, 2008 |
|----------------|--------|--------------------|
|           |   | Omaha, Nebraska    |

 

FOR VALUERECEIVED, the undersigned, LSCP, LLLP, an Iowa limited liability limitedpartnership****(the “Borrower”), HEREBY PROMISESTO PAY to the order of FIRST NATIONAL BANK OF OMAHA, a national bankingassociation (the “Bank”), at its principal office located at 1620 Dodge Street,STOP 1050, Omaha, Nebraska 68197, in lawful money of the United States and inimmediately available funds, the principal amount of Ten Million and No/100thsDollars ($10,000,000.00) or, so much thereof as may be advanced by the Bankpursuant to the terms and provisions of the Loan Agreement, as hereinafterdefined, between the Borrower and the Bank (the “Principal Amount”).

 

The Borrower further agrees to pay (i) thePrincipal Amount, without off-set, deduction or counterclaim, until paid infull, (ii) interest on the unpaid Principal Amount from the date hereof atthe rates and times specified in the Loan Agreement, without off-set, deductionor counterclaim, until paid in full, and (iii) fees at such times and atsuch rates and amounts specified in the Loan Agreement, without off-set,deduction or counterclaim, until paid in full. The unpaid Principal Amount hereof, together with all accrued and unpaidinterest hereunder, shall be due and payable on the date that is the earliestto occur of the following: (i) July 20, 2013, (ii) the date theObligations are accelerated pursuant to the Loan Agreement or this Long TermRevolving Note and (iii) the date the Bank has received indefeasiblepayment in full of the Obligations.

 

This Long TermRevolving Note is the Long Term Revolving Note referred to in the Amended andRestated Construction Loan Agreement, dated April 5, 2007, by and betweenthe Borrower and the Bank (the “Initial Loan Agreement”), as amended by thatcertain First Amendment to Amended and Restated Construction Loan Agreementdated as of January 31, 2008 (the “First Amendment”), as further amendedby that certain Second Amendment to the Amended and Restated Construction LoanAgreement dated as of March 31, 2008 (the “Second Amendment”), as furtheramended by that certain Third Amendment to the Amended and RestatedConstruction Loan Agreement dated as of April 30, 2008 (the “ThirdAmendment”), as further amended by that certain Fourth Amendment to the Amendedand Restated Construction Loan Agreement dated as of June 1, 2008 (the“Fourth Amendment”), as further amended by that certain Fifth Amendment to theAmended and Restated Construction Loan Agreement dated as of July 20, 2008(the “Fifth Amendment”) (each as amended, supplemented, or otherwise modifiedfrom time to time, the Initial Loan Agreement, the First Amendment, the SecondAmendment, the Third Amendment, the Fourth Amendment, and the Fifth Amendmentare herein referred to collectively as the “Loan Agreement”), the terms andconditions of which are incorporated herein by this reference.  This Long Term Revolving Note is entitled tothe benefits and security set forth in the Loan Documents, including, but notlimited to, the Security Agreement, the Mortgage, the Assignment of Rents andLeases and the Guaranty.  In the event ofa conflict or inconsistency between the terms of this Long Term Revolving Noteand the Loan Agreement, the terms and provisions of the Loan Agreement shallgovern.  Capitalized terms not otherwisedefined in this Long Term Revolving Note which are defined in the Loan Agreementshall have the meanings ascribed thereto in the Loan Agreement.

 

----

 

The LoanAgreement, among other things, contains (i) enumerated Events of Default, (ii) provisionsfor acceleration of the maturity of this Long Term Revolving Note upon thehappening of certain stated events, (iii) provisions for prepayments ofthe principal amount of this Long Term Revolving Note prior to the maturity ofthis Long Term Revolving Note, and (iv) provisions for modification orwaiver of this Long Term Revolving Note upon the terms and conditions specifiedin the Loan Agreement.

 

The occurrenceof any Event of Default enumerated in the Loan Agreement or any of the otherLoan Documents shall constitute an Event of Default under this Long TermRevolving Note.  Upon any such Event ofDefault, the Bank shall have any and all remedies provided in the LoanAgreement or any of the other Loan Documents, including but not limited to theright, but not the obligation, to accelerate the due date of this Long TermRevolving Note and declare all obligations set forth herein immediately due andpayable, and such other remedies as are provided by law.  No failure to exercise, and no delay inexercising, any rights hereunder on the part of the Bank shall operate as awaiver of such rights.

 

The Borroweracknowledges that the Obligations evidenced by this Long Term Revolving Noteare for business purposes only and are not an extension of consumer orindividual credit.

 

THE BORROWERHEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY GOVERNING LAW,PRESENTMENT FOR PAYMENT, NOTICE OF NONPAYMENT, NOTICE OF DISHONOR, PROTEST,NOTICE OF PROTEST, DEMAND, NOTICE OF EVERY KIND IN CONNECTION HEREWITH ANDDILIGENCE IN ENFORCING PAYMENT OR BRINGING SUIT AGAINST ANY PARTY HERETO.

 

This Long TermRevolving Note is made under and governed by the laws of, and shall be deemedto have been executed in, the State of Nebraska without giving effect to choiceof law principles(whether of the State of Nebraska or any other jurisdiction) that would cause theapplication of the laws of any jurisdiction other than the State of Nebraska.

 

THE BANK ANDTHE BORROWER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, ORCOUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OFOR IN ANY WAY RELATED TO THIS LONG TERM REVOLVING NOTE.  NO OFFICER OR EMPLOYEE OF THE BANK HASAUTHORITY TO WAIVE, CONDITION, OR MODIFY THIS PROVISION.

 

Time is of theessence as to each and every date and each and every Obligation of the Borrowerset forth in this Long Term Revolving Note.

 

[REMAINDER OFPAGE INTENTIONALLY BLANK; SIGNATURE PAGE TO FOLLOW]

 

----

 

IN WITNESS WHEREOF, the Borrower has causedthis Long Term Revolving Note to be executed and delivered to the Bank as ofthe day and year first written above.

 
|   | “Borrower”                          |
|--------|-----------------------------------------------|
|   |                                          |
|   | LSCP, LLLP,                                   |
|   | an Iowa limited liability limited partnership |
|   |                                          |
|   | By:                                           | Little Sioux Corn Processors, L.L.C., |
|   |                                          | its General Partner |
|   |                                          |   |
|   |                                          |   |
|   |                                          | By: |        /s/ Stephen G. Roe |
|   |                                          |   |
|   |                                          | Its: |              President |

 

----

 

**FIFTH AMENDMENT TO THE**

 

**AMENDED ANDRESTATED CONSTRUCTION LOAN AGREEMENT**

 

**EXHIBIT“E”**

 

Reaffirmation of Guaranty

 

[SEE THE ATTACHED]

 

----

 

REAFFIRMATION OF GUARANTY

 

This will confirm (a) that theundersigned hereby consents (i) to the terms of that Fifth Amendment tothe Amended and Restated Construction Loan Agreement (the “Fifth Amendment”) ofeven date herewith by and between the Borrower and the Bank and (ii) tothe execution and delivery of the Fifth Amendment by the Borrower; (b) thatthe Obligations of the Borrower to the Bank under the Loan Agreement (asdefined in the Fifth Amendment) as amended by the Fifth Amendment constitutesan obligation of the Guarantor to the Bank under the terms and conditions ofthe Guaranty; and (c) that all references to the “Loan Agreement”contained in the Guaranty shall constitute references to the Loan Agreement asamended by the Fifth Amendment, and as the same may be amended, restated orotherwise modified from time to time hereafter. The undersigned confirms to the Bank that all of the terms, conditions,provisions, agreements, requirements, promises, obligations, duties, covenants,and representations of the undersigned under the Guaranty, and any and allother documents and agreements entered into with respect to the obligations underthe Guaranty, are incorporated herein by this reference as modified hereby andas so modified, are hereby ratified and affirmed in all respects by theundersigned.

 

Dated as of July 20, 2008.

 

 
| ** ** | **“Guarantor”**             |
|------------|---------------------------------------|
| ** ** | ** **                            |
|       | Little Sioux Corn Processors, L.L.C., |
|       | an Iowa limited liability company     |
|       |                                  |
|       | By:                                   |  /s/ Stephen Roe |   |
|       |                                  |
|       | Name:                                 | Stephen Roe |
|       |                                  |
|       | Title:                                | President |
|            |                                       |  |  |  |  |

 

----