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Exhibit 10.6
 FORM 6281 (6-2005)
Page 1 of 1
 Farm Credit Services of America
 CREDIT AGREEMENT
 May 4, 2006
 ARTICLE
1  DEFINITIONS
  Advance
 Affiliate
 Business Day
 Capital Expenditures
 Closing Date
 Code
 Collateral
 Construction Contract
 Control
 Debt Indebtedness i ii iii iv v vi
 Default Rate
 Deposit Accounts
 Disbursing Agent
 Dollar $




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FORM 6281 (6-2005)
Page 2 of 2
 Earnings Before Interest and Taxes
 Environmental Laws ,
 ERISA
 ERISA Affiliate
 ERISA Event
 Event of Default Potential Default
 Excess Cash Flow
 Facility
 GAAP
 Investment Accounts
 Lien
 Loan Loans




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FORM 6281 (6-2005)
Page 3 of 3
 Loan Documents
 Management Contracts
 Material Adverse Effect i ii iii
 Material Contracts
 Obligations
 Permitted Investments
       Permitted Liens i ii iii iv v vi
 Person




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FORM 6281 (6-2005)
Page 4 of 4
 Request
 Sales and Marketing Contracts
 Subordinated Debt
 Subsidiary
 Substantial Completion
 Supply Contracts
 Transportation Contracts
 Utility Contracts
 ARTICLE
2  LOAN FACILITIES
  Section 2.1 Credit Facility A
 (a) Interest
 Libor Rate




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FORM 6281 (6-2005)
Page 5 of 5
    (b) Principal
 Principal Paid by Installments.
 Section 2.2 Credit Facility B
 (a) Interest
 Libor Rate




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FORM 6281 (6-2005)
Page 6 of 6
 (b) Principal
 Principal Paid by Installments.
 Section 2.3 Computation
 Section 2.4 Fees
 Section 2.4.1 Origination Fee.
 Section 2.4.2 Administrative Fee .
 Section 2.4.3 Non-Use Fee.
 Section 2.5 Repayment
   Section 2.5.1 Notes Evidencing Advances.




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FORM 6281 (6-2005)
Page 7 of 7
  Section 2.6 Prepayment
 Section 2.6.1Voluntary Prepayments. Subject to the payment of any applicable
prepayment fees or funding losses as provided herein, Borrower may prepay the Loan in full
before its maturity or make additional principal payments on a term Loan in any amount on any
Business Day, specifying the Loan upon which any prepayment is made. Such additional principal
payment shall not, however, defer, postpone or alter the amount or due date of any scheduled
payments required under this Agreement.Section 2.6.2Mandatory Prepayments. If, at any time, the outstanding unpaid principal
amount on any Loan shall exceed the Maximum Principal Balance on said Loan, Borrower shall
immediately repay Advances in an amount sufficient to reduce the outstanding unpaid principal to
the Maximum Principal Balance.
 Section 2.6.3 Excess Cash Flow.
 Section 2.6.4 Prepayment fees .
 (1)
    
    3.0% of the outstanding indebtedness during the first year following the First
Principal Term Loan Payment Date and the First Principal Revolving Note Payment Date;
and(2)
    
    2.0% of the outstanding indebtedness during the second year following the First
Principal Term Loan Payment Date and the First Principal Revolving Note Payment Date;
and(3)
    
    1.0% of the outstanding indebtedness during the third year following the First
Principal Term Loan Payment Date and the First Principal Revolving Note Payment Date;
and(4)
    
    0.0% thereafter.
 ARTICLE
3  CONDITIONS PRECEDENT
 Section 3.1 Lender Stock
 Section 3.2 Conditions Precedent to Closing
 Section 3.2.1Organizational Documents. Copies of the organizational documents of
Borrower and any Subsidiary, including certificates of good standing in their State of
organization, and copies of all resolutions, incumbency certificates or other authorizations of
Borrower and any Subsidiary, certified by the appropriate officers of such entity as being in
full force and effect authorizing, as applicable, the Loans as herein provided, and for the
execution, delivery and performance of this Agreement and the other Loan Documents or any
instruments or agreements required hereunder to which such entity is a party.Section 3.2.2Evidence of Insurance. Insurance certificates and such other evidence,
in form or substance satisfactory to Lender, of all insurance required to be maintained under
this Agreement and the Loan Documents.




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FORM 6281 (6-2005)
Page 8 of 8
 Section 3.2.3Loan Documents. All duly executed originals of the Loan Documents.Section 3.2.4Payment of Fees and Expenses. Evidence that Borrower has paid all fees
and expenses then due and payable under this Agreement.Section 3.2.5Title and Lien Verification. In connection with all real property
included in the Collateral, Lender shall have received a title insurance commitment in an amount
and from a title insurance company in form, scope and substance satisfactory to Lender to assure
Lender of its first lien priority as required by this Agreement and with no exceptions contained
therein except as are approved in writing by attorneys for Lender. Further, that evidence
satisfactory to Lender and the title company be obtained by Borrower establishing that all labor
and material bills have been paid and that there is no possibility of a lien for such items
which might be prior to Lenders lien on the Collateral. In connection with all personal
property included in the Collateral, Lender shall have received searches of appropriate filing
offices showing no liens filed against the Collateral, except those to be released prior to
disbursement or otherwise acceptable to Lender to assure Lender of its first lien priority as
required by this Agreement.Section 3.2.6No Material Change. No change shall have occurred in the condition,
financial or otherwise, or operation or prospects of Borrower since the Loan was approved based
on information known to Lender at time of Loan approval, which could reasonably be expected to
result in a Material Adverse Effect.Section 3.2.7Further Assurances. Borrower shall have provided and/or executed and
delivered to Lender such further assignments, documents or financing statements, in form and
substance satisfactory to the Lender, that Borrower is to execute and/or deliver pursuant to the
terms of the Loan Documents, this Agreement, or as Lender may otherwise reasonably require.Section 3.2.8Opinion of Counsel. Borrower shall have provided a favorable opinion of
its counsel addressed to the Lender covering such matters as the Lender may reasonably require,
including, without limitation, due organization, authorization and execution of all of the Loan
Documents, enforceability, and other opinions as Lender may reasonably request.Section 3.2.9Secretarys Certificate. A certificate signed by the Secretary of
Siouxland Ethanol, LLC, dated as of the Closing Date, certifying: (i) true and complete copies
of the articles of organization and operating agreement (or equivalent documents); (ii) the
names and true signatures of the officers and/or directors authorized to sign this Agreement and
the other documents to be delivered hereunder; (iii) true and complete copies of the resolutions
of the board of directors of the Borrower or other documentation providing authority for the
transactions and documents contemplated hereunder; (iv) that there is no proceeding for the
dissolution or liquidation of Borrower or threatening its existence; and (v) that the schedules
attached to the Loan Documents are true and complete as of the Closing Date.Section 3.2.10Risk Management. Within 180 days of the date of this Agreement, Borrower
shall have provided Lender with their risk management policies regarding the procurement of
feedstock and marketing of ethanol and ethanol coproducts, acceptable to Lender.Section 3.2.11Invested Equity. Borrower shall have provided Lender with evidence of
funding from invested equity capital, non-repayable grants and tax increment financing of at
least $37,000,000.00.Section 3.2.12Disbursing Agreement. A Disbursing Agreement, in a form acceptable to
Lender, shall have been executed and delivered to Lender with respect to the process by which
Advances are made of proceeds of the Loans.Section 3.2.13Appraisal. Lender shall have received an as-built appraisal in form and
amount satisfactory to Lender for the Facility.Section 3.2.14Boundary Survey. Lender shall have received in a form satisfactory to
Lender, a boundary survey of the real estate certified to Lender and the Title Company issuing
the title insurance, dated a date reasonably satisfactory to each of Lender and the Title
Company by an independent professional licensed land surveyor, which boundary survey is
sufficient to delete any standard printed survey exception contained in the title insurance
policy.Section 3.2.15Flood Hazard Determination. Lender shall have received a Federal
Emergency Management Agency Standard Flood Hazard Determination Certificate certifying, among
other things, that none of the real estate is located within a flood hazard area.




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FORM 6281 (6-2005)
Page 9 of 9
 Section 3.2.16Phase I Environmental Site Assessment. Lender shall have received a
Phase I Environmental Site Assessment Report on all of the real estate, along with such further
environmental review and audit reports as Lender requests (which may include Phase II reports),
and letters by the firm preparing such environmental reports authorizing Lender to rely on such
reports.Section 3.2.17Construction Documents. Lender shall have received an executed copy of
the Construction Contract and each agreement with a subcontractor (to the extent separately
requested by Lender), together with (A) a copy of the site plan, (B) a schedule listing all
subcontracts relating to the project, and such other contracts, subcontracts and schedules as
Lender may request, (C) a work progress schedule showing estimated completion time for each
phase of the project construction, (D) a sworn construction cost statement, duly executed by
Borrower, including a reconciliation of actual costs incurred to-date against budgeted amounts,
(E) a copy of each permit and each other building permit, license and other agreement that
Borrower is required by law to obtain in connection with the project, together with a schedule
of all other necessary licenses and permits which must be obtained in order to occupy and
operate a dry mill ethanol production facility (at maximum capacity in accordance with the
construction plans) on the real estate where the Facility will be built, and (F) a soil report
related to the real estate where the Facility will be built, certified by a registered engineer
acceptable to Lender, including structural design recommendations in form and substance
satisfactory to Lender.Section 3.2.18Consents and Approvals. Certified copies of all material consents,
approvals, authorizations, registrations, filings and orders required or advisable to be made or
obtained under any requirement of law or by any material contractual obligation of Borrower, in
connection with the project or operation of Borrowers business, including the production of
ethanol and by-products thereof, and such consents, approvals, authorizations, registrations,
filings and orders must be in full force and effect and all applicable waiting periods must have
expired.Section 3.2.19Financial Statements. Lender shall have received copies of Borrowers
internally prepared financial statements as of the last day of the immediately preceding
calendar quarter, and any and all prior year audited financial statements.Section 3.2.20Representations and Warranties. The representations and
warranties contained in this Agreement and the Loan Documents are true as of the Closing Date.Section 3.2.21Material Contracts. Collateral Assignments of all Material Contracts in
existence as of the Closing Date, together with copies of such Material Contracts.
 Section 3.3 Conditions Precedent to Initial Advance
 Section 3.3.1No Default. As of the Advance date, no Event of Default or Potential
Default shall have occurred and be continuing and disbursing the amount of the Advance requested
shall not result in an Event of Default or Potential Default.Section 3.3.2Representations and Warranties. The following statements shall be true
and the giving of a Request for an Advance by any Borrower shall be deemed to be a
representation and warranty by the Borrower that the following statements are true both on the
date of such Request and on the date of such Advance: (i) the representations and warranties
contained in Article 5 hereof and in the other documents to be delivered hereunder are true and
complete on and as of the date of such Advance as though made on and as of such date; (ii) no
event has occurred and is continuing, or would result from such Advance, which constitutes an
Event of Default or Potential Default; (iii) no Material Adverse Effect has occurred and is
continuing; (iv) the total Lender Indebtedness does not exceed the Maximum Principal Balance;
and (v) no order, judgment or decree of any court, arbitrator or Governmental Authority that
does, or seeks to, enjoin or restrain any Lender from making any Advance is pending or
threatened.Section 3.3.3No Intervening Liens. Lenders liens, security interests and assignments
have been perfected, are first priority liens, security interests and assignments, and there are
no intervening or conflicting liens (including lis pendens) on or claims to Collateral.Section 3.3.4No Notice. No notice has been received from Borrower requesting Advances
under the Loan be restricted.




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FORM 6281 (6-2005)
Page 10 of 10
 Section 3.3.5All Other Requirements Met. All other requirements precedent to
disbursal of loan funds as required by this Agreement have been met.Section 3.3.6Further Assurances. Lender shall have received such other approvals,
opinions, financial statements, documents or information as Lender may reasonably request from
Borrower.Section 3.3.7Consents, Licenses and Approvals. Evidence satisfactory to Lender that
all consents, licenses and approvals of governmental authorities and third parties have been
obtained which are necessary for, or required as a condition of the validity and enforceability
of the Loan Documents.Section 3.3.8Engineers Opinion. Lender shall have received an opinion from its
engineer that all necessary permits for construction and operation have been obtained and that
there is adequate water and sanitary waste, gas and electric service available based on needs
assessment determined by Facility designers.Section 3.3.9Expenditure of Equity and Other Funds. Borrower has provided documents
evidencing Borrowers expenditure of a minimum of $37,000,000.00 of equity, grants, seed
capital, and TIF funds with respect to the cost of land acquisition, construction costs,
organization costs, financing costs, and pre-production period costs.Section 3.3.10Confirmation of Project Costs. Borrower has provided documents and
evidence satisfactory to Lender that equity funds, TIF funds, seed capital, grant proceeds and
the Loans are sufficient to complete construction and commence operations in accordance with
Borrowers sworn construction cost statement and projections for operations.Section 3.3.11Title Insurance. The title insurance company is willing to issue an
endorsement to the title insurance policy providing title insurance coverage for all prior and
current advances without any exceptions for liens or claims of any other Person.
 Section 3.4 Conditions Precedent to Subsequent Advances
 Section 3.4.1No Default. As of the Advance date, no Event of Default or Potential
Default shall have occurred and be continuing and disbursing the amount of the Advance requested
shall not result in an Event of Default or Potential Default.Section 3.4.2Representations and Warranties. The following statements shall be true,
and the giving of a Request for an Advance by any Borrower shall be deemed to be a
representation and warranty by the Borrower that the following statements are true both on the
date of such Request and on the date of such Advance: (i) the representations and warranties
contained in Article 5 hereof and in the other documents to be delivered hereunder are true and
complete on and as of the date of such Advance as though made on and as of such date; (ii) no
event has occurred and is continuing, or would result from such Advance, which constitutes an
Event of Default or Potential Default; (iii) no Material Adverse Effect has occurred and is
continuing; (iv) the total Lender Indebtedness does not exceed the Maximum Principal Balance;
and (v) no order, judgment or decree of any court, arbitrator or governmental authority that
does, or seeks to, enjoin or restrain Lender from making any Advance is pending or threatened.Section 3.4.3No Intervening Liens. There are no intervening or conflicting liens
(including lis pendens) on or claims to Collateral.Section 3.4.4No Notice. No notice has been received from Borrower requesting Advances
under the Loan be restricted.Section 3.4.5All Other Requirements Met. All other requirements precedent to
disbursal of loan funds as required by this Agreement have been met.Section 3.4.6Further Assurances. Lender shall have received such other approvals,
opinions, financial statements, documents or information as Lender may reasonably request from
Borrower.




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FORM 6281 (6-2005)
Page 11 of 11
 
 Section 3.5 Post Closing Requirements .
 Section 3.6 Post Construction Requirements
 Section 3.6.1 Satisfaction of ConditionsPrecedent. All of the conditions precedent set
forth in Section 3.2, 3.3, 3.4 and 3.5 shall have been satisfied in full.Section 3.6.2Appraisal. Lender shall have received, in form satisfactory to
Lender, an appraisal, or an update to the as-built appraisal obtained prior to construction of
the Facility, confirming that the appraised value of the Facility will result in the Maximum
Principal Balance not exceeding 65% of the appraised value of the Facility.Section 3.6.3ALTA Survey. Lender shall receive, in form satisfactory to Lender,
an ALTA as-built survey of the Facility.Section 3.6.4Warranties. Lender shall receive upon request, in form satisfactory
to Lender, copies of all warranties from suppliers and contractors covering materials,
equipment, appliances and the Facility.Section 3.6.5Completion of Construction. Lender shall receive, in form
satisfactory to Lender, a certificate from an officer of Borrower, certifying that construction
of the Facility is final and complete in accordance with the plans and specifications provided
to Lender.Section 3.6.6Other Documentation. Lender shall have received from Borrower such
other documents, instruments and certificates as Lender may reasonably request.
 Section 3.7 Revolving Advance Requirements
 ARTICLE
4  SECURITY
 Section 4.1 Collateral
 (a) A security interest in the following:
 Accounts, General Intangibles, and Other Rights to Payment.All accounts, deposit accounts,
contract rights, general intangibles, chattel paper, investment property, documents,
instruments, money and other rights to payment now existing and hereafter acquired, from any and
all sources.Crops.All crops now growing or hereafter planted or grown, whether harvested, unharvested or
stored; all products of crops and all seed, fertilizer, chemicals and supplies used or produced
in connection with any crop.Feed and Grain.All feed and grain from whatever source, stored, used or to be used, whether
grown, purchased, or otherwise acquired.Inventory.All inventory owned by or consigned to debtor of whatever nature.




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FORM 6281 (6-2005)
Page 12 of 12
 Machinery and Equipment.All equipment, machinery, nontitled motor vehicles, tools, tanks, and
removable structures used or useful in farming or ranching operations, all fuel, parts,
accessories, and improvements thereto.Fixtures.All fixtures and irrigation equipment located on the real estate upon which the
Facilities are located.This security interest is in addition to any security interest or other lien granted to Lender
under the terms of any Mortgage, Trust Deed or Security Agreement executed by Borrower or by any
third party or any other document or agreement. Said security interest or other lien is
continuing and shall include the proceeds and products of the Collateral, including, but limited
to, the proceeds of any insurance thereon.
    Section 4.2 Collateral Matters
 Section 4.3 Sale of Collateral
 ARTICLE
5  REPRESENTATIONS AND WARRANTIES
  Section 5.1 Organization and Qualification
 Section 5.2 Authorization and Consent i ii




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FORM 6281 (6-2005)
Page 13 of 13
 iii iv
 Section 5.3 Binding Agreement
 Section 5.4 Compliance with Laws
 Section 5.5 Litigation
 Section 5.6 Financial Statements
 Section 5.7 Assets i ii
 Section 5.8 ERISA
  Section 5.9 Environmental Compliance




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FORM 6281 (6-2005)
Page 14 of 14
  Section 5.10 No Default
 Section 5.11 Receipt and Verification
 Section 5.12 Margin Stock .
 Section 5.13 Security Interest .
 Section 5.14 Contractual Restrictions .
 Section 5.15 Approvals and Licenses .
 Section 5.16 No Untrue Statements .
 Section 5.17 Solvency . i ii iii iv v
 Section 5.18 Taxes




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FORM 6281 (6-2005)
Page 15 of 15
  Section 5.19 Projections
 Section 5.20 Material Contracts
 ARTICLE
6  AFFIRMATIVE COVENANTS
  Section 6.1 Preservation of Existence
 Section 6.2 Compliance with Laws
 Section 6.3 Books and Records
 Section 6.4 Inspection of Properties and Books
 Section 6.5 Maintenance of Property; Insurance




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FORM 6281 (6-2005)
Page 16 of 16
 Section 6.6 Notice of Material Events i ii iii iv v
 Section 6.7 Reports
 Section 6.7.1Annual Financial Statements and Budget Projections. As soon as
available, but in no event later than 120 days after the end of the fiscal year of Borrower, an
audit report in accordance with GAAP and prepared by an accountant acceptable to Lender for such
year and accompanying financial statements (including all footnotes thereto) including a
consolidated balance sheet, a consolidated statement of income and retained earnings and, within
30 days prior to the end of the fiscal year of Borrower, a pro-forma budget projection,
including proposed capital expenditures, for the next fiscal year in form and content acceptable
to Lender, both of which shall be an Event of Default if not provided within 30 days after said
report and projection is due.Section 6.7.2Periodic Financial Statements. As soon as available, beginning with the
month in which ethanol production commences, and in no event later than 30 days after the end of
each month thereafter (excluding the last month of Borrowers fiscal year) a consolidated
balance and consolidated income statement and production report of all Borrowers production of
ethanol for that month and for year-to-date since the last fiscal year end, such report
certified complete and correct from a source acceptable to Lender, which shall be an Event of
Default if not provided within 30 days after said report is due.Section 6.7.3Additional Information. Such other information respecting the condition
or operations, financial or otherwise of Borrower or such other information relating to Borrower
as any Lender may from time to time reasonably request.
 Section 6.8 Account Authorization
 Section 6.9 Execution of Supplemental Instruments
 Section 6.10 Financial Covenants.
 Section 6.10.1 Working Capital.
 Section 6.10.2 Debt Coverage Ratio .




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FORM 6281 (6-2005)
Page 17 of 17
 Section 6.10.3 Tangible Net Worth.
 Section 6.11 Compliance Certificate.
 Section 6.12 Construction Covenants.
 Section 6.12.1 Insurance/Bonds.
  Section 6.12.2 Compliance with Law .
 Section 6.12.3 Construction Contract. .
  Section 6.12.4 During Construction Draws.




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FORM 6281 (6-2005)
Page 18 of 18
 Exhibit C
   Section 6.12.5 Post-Construction Draws Exhibit C
 Section 6.12.6 Construction Cost Reconciliation .
 Section 6.12.7 No Third Party Right.
 Section 6.12.8 Assignment of Construction Contract.




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FORM 6281 (6-2005)
Page 19 of 19
 Section 6.12.9 Indemnification.
 Section 6.12.10 Assignment of Material Contracts.
 Section 6.12.11 Grain Hedging.
 Section 6.12.12 Account Control Agreements
 ARTICLE
7  NEGATIVE COVENANTS
  Section 7.1 No Material Change
 Section 7.2 No Other Business
 Section 7.3 Transactions with Subsidiaries
 Section 7.4 Transactions with Affiliates
 Section 7.5 Consolidation and Merger
 Section 7.6 Transfer of Assets
 Section 7.7 Liens; Negative Pledge




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FORM 6281 (6-2005)
Page 20 of 20
 Section 7.8 Indebtedness
 Section 7.9 Loans, Advances and Guarantees Schedule 7.9
 Section 7.10 Subordinated Debt
 Section 7.11 Capital Spending.
 Section 7.12 Distribution and Withdrawals.
 Section 7.13 No Change in Management, Ownership or Control.
 Section 7.14 Deposit and Investment Accounts.
 Section 7.15 Investments. Investments
 (a)
    
    Investments (other than Permitted Investments) existing on the date hereof and
set forth on Schedule 7.15;(b)
    
    Permitted Investments in which Lender maintains a first priority, perfected security
interest therein;(c)
    
    loans or advances to employees, officers or directors of Borrower in the ordinary
course of business for travel, relocation and related expenses; provided,
however, that the aggregate amount of all such loans and advances does not exceed
$100,000 at any time;(d)
    
    Investments in other business organizations whose primary business is the
production of ethanol and byproducts related thereto and in which Lender maintains a
first priority, perfected security interest in such




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FORM 6281 (6-2005)
Page 21 of 21
 Investments; provided, at the time
any such Investment is made, the aggregate book value of the sum of all such Investments
may not, without the prior written consent of Lender, exceed five percent (5.0%) of the
net worth of Borrower; and(e)
    
    other Investments which in the aggregate do not exceed $200,000 in any fiscal
year of Borrower.
 Section 7.16 Amendments.
 Section 7.17 Construction
 ARTICLE
8  EVENTS OF DEFAULT
 Section 8.1 Events of Default
 Section 8.1.1Failure to Make Payments. Borrower shall fail to pay, in accordance with
the terms of this Agreement, (i) any principal on any Loan on the date that such is due, (ii)
any interest on such Loan within 5 days from the date that such is due, or (iii) any advance fee
or other cost owing to Lender under the Loan Documents within 15 days after the date that such
sum is due.Section 8.1.2Breach of Warranty or Representation. Any representation or warranty
made by Borrower under or in connection with this Agreement or any financial statement given by
Borrower, which shall prove to have been materially misrepresented on or as of the date made or
given.Section 8.1.3Insolvency. Borrower shall: (i) become insolvent or be unable to pay
its debts as they mature; (ii) make an assignment for the benefit of creditors or to an agent
authorized to liquidate any substantial amount of its properties and assets; (iii) file a
voluntary petition in bankruptcy or seeking reorganization or to effect a plan or other
arrangement with creditors; (iv) file an answer admitting the material allegations of an
involuntary petition relating to bankruptcy or reorganization or join in any such petition; (v)
become or be adjudicated a bankrupt; or (vi) apply for or consent to the appointment of, or
consent that an order be made, appointing any receiver, custodian or trustee, for itself or any
of its properties, assets or businesses, or (vii) have an involuntary bankruptcy petition filed
against Borrower, and such petition remains undismissed for more than 30 days.Section 8.1.4Execution. Any writ of execution or attachment or any judgment lien
shall be issued against any property of the Borrower and shall not be discharged or bonded
against or released within 30 days after the issuance or attachment of such writ or lien.




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FORM 6281 (6-2005)
Page 22 of 22
 Section 8.1.5Suspension. Borrower shall voluntarily suspend, without just cause, the
transaction of business or allow to be suspended, terminated, revoked or expire any permit,
license or approval of any governmental body necessary to conduct the Borrowers business
resulting in a Material Adverse Effect.Section 8.1.6Due on Sale. There shall occur, without Lenders prior written consent,
the sale, transfer or further encumbrance of any material item of Collateral, other than in the
ordinary course of business.Section 8.1.7Material Adverse Change. If there occurs a Material Adverse Effect in
the Borrowers business or financial condition that would likely cause an Event of Default
within the following 30 days, or if there is a material impairment of the prospect of repayment
of any portion of the Loans or there is a material impairment of the value or priority of the
Lenders liens security interests and/or assignments of and in the Collateral.Section 8.1.8Change in Ownership. There shall occur a change affecting the Control of
the Borrower, which shall mean for purposes of this Section 8.1.8 the transfer of a majority of
the outstanding membership interest (units) of the Borrower within a 180 day period.Section 8.1.9Impairment of Collateral. There shall occur any injury or damage to all
or any part of the Collateral or all or any part of the Collateral shall be lost, stolen or
destroyed resulting in a Material Adverse Effect.Section 8.1.10Performance Under This Agreement. The Borrower shall fail in any
material respect to perform or observe any other term, covenant or agreement contained in this
Agreement or in any of the Loan Documents or any other document or agreement executed by
Borrower with or in favor of Lender, not specifically mentioned above and capable of being
remedied by Borrower and any such failure shall continue unremedied for more than 30 days after
written notice from Lender to Borrower of the existence and character of such Event of Default.
 Section 8.2 Cross Default
 Section 8.3 Remedies on Default
 Section 8.3.1Acceleration. Declare any or all of Borrowers Loans, whether under this
Agreement or any other document, instrument or agreement, immediately due and payable, whether
or not otherwise due and payable.Section 8.3.2Default Interest. If any principal, interest, or advance is past due,
regardless of the length of time, or if there is any failure to comply with any covenant,
condition, or agreement contained in this Agreement, or in any mortgage, trust deed, security
agreement, or other Loan Document, given to secure payment of the Loans, then, at the election
of Lender, all principal, all accrued interest thereon and all advances will become immediately
due and payable without demand and the whole will bear interest at the Default Rate from and
including the date of election to but excluding the date paid. Any reasonable attorneys fees
(to the extent allowed by law), costs, or expenses incurred and advanced by Lender to enforce
collection of the Loan will be added to the principal and bear interest at the Default Rate from
the date of advance to but excluding the date paid. At Lenders option, any Event of Default
may allow Lender to charge interest on all principal, all accrued interest thereon, and all
advances at the Default Rate without declaring the Loan immediately due and payable.Section 8.3.3Cease Extending Credit. Cease making advances or otherwise extending
additional credit to or for the account of Borrower under this Agreement or under any other
agreement now existing or hereafter entered into between Borrower and Lender.Section 8.3.4Termination. Terminate this Agreement as to any future obligation of the
Lender without affecting Borrowers Obligations to Lender or Lenders rights and remedies under
this Agreement or under any other document, instrument or agreement.Section 8.3.5Protection of Security Interest. Make additional or protective advances
and do such acts as Lender, in its sole judgment, considers necessary and reasonable to protect
its security interest or lien in the Collateral. Such additional or protective advances may be
made to protect the Collateral, including but not limited to, payment of insurance premiums and
taxes, as well as payments to protect the Collateral from claims of other creditors, diminution
in value, waste, destruction or abandonment. Such advances may be added to the Loan and will,
at Lenders option,




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FORM 6281 (6-2005)
Page 23 of 23
 be immediately due and payable and bear interest at the Default Rate from
the date advanced to but excluding the date paid. Borrower hereby irrevocably authorizes Lender
to pay, purchase, contest or compromise any encumbrance, lien or claim which Lender, in its sole
and reasonable judgment, deems to be prior or superior to its lien, security interest and/or
assignment rights. Further, Borrower hereby agrees to pay to Lender, upon demand, all expenses
(including reasonable attorneys fees) incurred in connection with the foregoing.Section 8.3.6Foreclosure. Enforce any security interest or lien given or provided for
under this Agreement or under any security agreement, mortgage, deed of trust or other Loan
Document, in such manner and such order, as to all or any part of the properties subject to such
security interest or lien, as Lender, in its sole judgment, deems to be necessary or appropriate
and Borrower hereby waives any and all rights, obligations or defenses now or hereafter
established by law relating to the foregoing. In the enforcement of its security interest or
lien, Lender is authorized to enter upon the premises where any Collateral is located and take
possession of the Collateral or any part thereof, together with Borrowers records pertaining
thereto, or Lender may require the records be made available to the Lender at a place reasonably
designated by Lender. If any part of the Collateral is accounts receivable, Lender may notify
at any time the account debtor to make payment thereon directly to Lender and may take control
of the cash and noncash proceeds of any such accounts. Lender may sell the Collateral or any
portions thereof, together with all additions, accessions and accessories thereto, giving only
such notices and following only such procedures as are required by law, at either a public or
private sale, or both, with or without having the Collateral present at the time of the sale,
which sale shall be on such terms and conditions and conducted in such manner as Lender
determines in its sole judgment to be commercially reasonable. Any deficiency that exists after
the disposition or liquidation of the Collateral shall be a continuing liability of Borrower to
Lender and shall be immediately paid by Borrower to Lender.Section 8.3.7Non-Exclusivity of Remedies. Exercise one or more of Lenders rights set
forth herein or exercise any and all rights or remedies granted to it under any Loan Document,
by applicable law, or otherwise, including the right to accelerate the maturity of the Loans and
to proceed against all or any portion of the Collateral, in any order. In addition, Lender may
hold and set off and apply against the Loans any and all accounts or other property in the
possession of or under the control of Lender. All rights and remedies granted to Lender under
the Loan Documents or this Agreement or available under applicable law shall be deemed
concurrent and cumulative and not alternative remedies, and Lender may proceed with any number
of such remedies at the same time until obligations of Borrower to Lender are paid and satisfied
in full. The exercise of any one right or remedy shall not be deemed a waiver or release of any
other right or remedy, and Lender, upon the occurrence of any Event of Default, may proceed
against Borrower at any time, with any available remedy and in any order.Section 8.3.8Application of Proceeds. All amounts received by Lender as proceeds from
the disposition or liquidation of the Collateral shall be applied to the Loan as follows: first,
to the costs and expenses of collection, enforcement, protection and preservation of Lenders
lien, security interest and/or assignment of and in the Collateral, including court costs and
reasonable attorneys fees, whether or not suit is commenced by Lender; next, to those costs and
expense incurred by Lender in protecting, preserving, enforcing, collecting, liquidating,
selling or disposing of the Collateral; next, to the payment of fees; next, to the payment of
accrued and unpaid interest on all of the Loans; next, to the payment of the outstanding
principal balance of the Loans; and last, to the payment of any other indebtedness owed by
Borrower to Lender.
 ARTICLE
9  MISCELLANEOUS
 Section 9.1 Entire Agreement and Amendments
 Section 9.2 Survival
 Section 9.3 Severability




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FORM 6281 (6-2005)
Page 24 of 24
 Section 9.4 No Waiver; Cumulative Remedies
 Section 9.5 Costs and Expenses
 Section 9.6 Notices
 Section 9.7 Assignments and Participations
 Section 9.8 Advice from Independent Counsel
 Section 9.9 Governing Law; Jurisdiction; Waiver of Jury Trial
 Section 9.9.1Governing Law. This Agreement and the Loan Documents shall be governed
by, and construed in accordance with, the laws of the State of Nebraska, except to the extent
that the law of any other jurisdiction applies as to the perfection or enforcement of the
Lenders security interest in, lien on or assignment of any Collateral and except to the extent
expressly provided to the contrary in any Loan Document.Section 9.9.2Jurisdiction. Each Lender and Borrower hereby irrevocably submits to the
jurisdiction of any state or federal court sitting in the State of Nebraska, in any action or
proceeding arising out of or relating to this Agreement or any of the other Loan Documents, and
agrees that all claims in respect of such action or proceeding may be heard and determined in
such state or federal court. Borrower hereby irrevocably waives, to the fullest extent it may
effectively do so, the defense of an inconvenient forum to the maintenance of such action or
proceeding. Borrower irrevocably consents to the service of copies of the summons and complaint
and any other process which may be served in any such action or proceeding by the mailing of
copies of such process to Borrower at its address specified herein. Borrower agrees that a
final judgment in any such action or proceeding may be enforced in other jurisdictions by suit
on the judgment or in any other manner provided by law. Nothing in this Section shall affect
the right of Lender to service legal process in any other manner permitted by law or affect the
right of Lender to bring any action or proceeding against Borrower or their property in the
courts of other jurisdictions.




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FORM 6281 (6-2005)
Page 25 of 25
 Section 9.9.3WAIVER OF JURY TRIAL. BORROWER AND LENDER HEREBY IRREVOCABLY WAIVE ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY LOAN DOCUMENT.
 Section 9.10 Headings
 Section 9.11 Counterparts
 Section 9.12 Non-Business Day
 Section 9.13 No Third Party Beneficiaries
 Section 9.14 Set Off
 Section 9.15 Disbursement Authorization Schedule
9.15
     Section 9.16 Confidentiality; Sharing Information provided,
however i ii iii iv




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FORM 6281 (6-2005)
Page 26 of 26
 v Schedule 9.16
 Section 9.17 Anti-Terrorism Laws i ii Executive Order iii Anti-Terrorism Laws
 Section 9.18 Payer of Record
 Section 9.19 IRS Declaration
 Siouxland Ethanol, LLC
    
    TIN: 223902184
 Section 9.20 Principal Headquarters.




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FORM 6281 (6-2005)
Page 27 of 27
  BORROWER
 Siouxland Ethanol, LLC
 By:
    
    /s/ Thomas LynchThomas Lynch, PresidentBy:
    
    /s/ Shennen SaltzmanShennen Saltzman, Director
 
 LENDER
  By:
    
    /s/ Shane FrahmShane Frahm, Vice President
 th




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FORM 6281 (6-2005)
Page 28 of 28
 Exhibit A
 Facility
 LEGAL
DESCRIPTION  TRACT B
 TH
 RD RD
 LEGAL
DESCRIPTION  TRACT C
 TH
 1 4
 LEGAL DESCRIPTION  TRACT D




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FORM 6281 (6-2005)
Page 29 of 29
 LEGAL DESCRIPTION  TRACT E




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FORM 6281 (6-2005)
Page 30 of 30
 Exhibit B
 PROMISSORY NOTE
 $.00
    
    Effective Date: ___, 2006
 th
     Maker:SIOUXLAND ETHANOL, LLCBy:Name:Title:




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FORM 6281 (6-2005)
Page 31 of 31
 Exhibit C
 FORM OF DRAW REQUEST
  th
   Credit Agreement
 1
 
   Siouxland Ethanol, LLCBy:Name:Title:
 
 1
    
    Not less than $100,000 and an integral multiple of
$100,000.




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FORM 6281 (6-2005)
Page 32 of 32
 Schedule 7.9
 Loans, Advances and Guarantees




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FORM 6281 (6-2005)
Page 33 of 33
 Schedule 9.15
 Customer Disbursement Authorization for Non-Signers on Note
    Name of Authorized Individual(s)
    
    
    
    Signature of Authorized Individual(s)




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FORM 6281 (6-2005)
Page 34 of 34
 Schedule 9.16
 Schedule of Authorized Persons
 Section 9.16 Confidentiality; Sharing Information Siouxland Ethanol, LLC, Farm Credit Services of America, FLCA i ii iii iv v
   (If none, please write none)