**Exhibit 10****MASTER AMENDMENT AND WAIVER AGREEMENT**     This **MASTER AMENDMENT AND WAIVER AGREEMENT**, dated as of March 28, 2008 (this“Agreement”), is by and among Heartland Grain Fuels, L.P., a Delaware limited partnership(the “Borrower”), each of the Lenders party hereto, WESTLB AG, NEW YORK BRANCH, asAdministrative Agent for the Lenders, WESTLB AG, NEW YORK BRANCH, as Collateral Agent for theSenior Secured Parties, WESTLB AG, NEW YORK BRANCH, as Issuing Bank with respect to the Letters ofCredit and AMARILLO NATIONAL BANK, in its capacity as Accounts Bank.     WHEREAS, pursuant to the Senior Credit Agreement, dated as of October 1, 2007 (as furtheramended, restated, supplemented or otherwise modified from time to time, the “CreditAgreement”), among the Borrower, each of the Lenders from time to time party thereto, WestLBAG, New York Branch, as the Administrative Agent for the Lenders (the “AdministrativeAgent”), WestLB AG, New York Branch, as Collateral Agent for the Senior Secured Parties (the“Collateral Agent”), WestLB AG, New York Branch, As Issuing Bank with respect to theLetters of Credit and WestLB AG, New York Branch, as lead arranger, sole bookrunner and syndicationagent, the Lenders agreed to make a credit facility available to the Borrower, subject to the termsand conditions set forth therein;     WHEREAS, pursuant to a letter to the Administrative Agent dated February 1, 2008 and attachedhereto as Schedule 1 (the “Amendment Request Letter”), the Borrower has informed theAdministrative Agent that certain work in connection with the construction of the Project cannot beundertaken until after the Conversion Date Certain (the “Spring Work”), and that failure tocomplete the Spring Work before the Conversion Date Certain will not affect the normal operation ofthe Aberdeen II Plant or the Project;     WHEREAS, the Borrower has requested, also pursuant to the Amendment Request Letter, that theCredit Agreement and the Accounts Agreement, dated as of October 1, 2007 (the “AccountsAgreement”), among the Borrower, Amarillo National Bank, as the Accounts Bank and theSecurities Intermediary (the “Accounts Bank”), the Collateral Agent, the AdministrativeAgent, Wells Fargo Bank, National Association, in its capacity as trustee of the Brown County,South Dakota Subordinate Solid Waste Facilities Revenue Bonds (Heartland Grain Fuels, L.P. EthanolPlant Project) Series 2007A for the Second Lien Claimholders, be amended as necessary to permitProject Costs associated with the Spring Work to be paid after the Conversion Date Certain, andthat the parties hereto consent to such amendments;     WHEREAS, pursuant to a letter to the Administrative Agent dated March 27, 2008 and attachedhereto as Schedule 2 (the “Waiver Request Letter”), the Borrower has requested that theLenders, Administrative Agent and Collateral Agent waive certain provisions of the Credit Agreementas set forth therein;     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in theCredit Agreement, the Accounts Agreement and herein, and other
 

 
good and valuable consideration the receipt and adequacy of which are hereby acknowledged, theparties hereto agree as follows:1. Definitions. Capitalized terms used but not otherwise defined herein shall have thesame meanings assigned to them in the Credit Agreement. 2. Amendments to the Credit Agreement. (a) Item (x) of the first sentence of Section 2.06(e) (*Funding of Loans*) of theCredit Agreement is amended to read as follows:"(x) first, apply any amounts on deposit in or standing to the credit of theConstruction Account (other than amounts in the Bond Proceeds Sub-Accountand an amount equal to the lesser of $1,700,000 and one hundred fiftypercent (150%) of the total Project Costs listed on Schedule 7.01(y)in respect of the Spring Work), and” (b) Priority second of Section 2.06(e) (*Funding of Loans*) of the CreditAgreement is amended to read in its entirety as follows:"(ii) second, to the Borrower for the payment of any remainingProject Costs (other than Project Costs in respect of the Spring Work);” (c) Priority third of Section 2.06(e) (*Funding of Loans*) of the CreditAgreement is amended to read in its entirety as follows:"(iii) third, for deposit into the Contingency Reserve Account in anamount such that the amounts on deposit therein are equal to the ContingencyReserve Required Amount; provided, if the Administrative Agentreceives an irrevocable, standby letter of credit, issued by a bank that isacceptable to the Administrative Agent in its sole discretion, in favor ofthe Collateral Agent, and in form and substance satisfactory to theAdministrative Agent and the Collateral Agent, with respect to the warrantyobligations related to the Aberdeen II Plant in the amount of two millionfive hundred thousand Dollars ($2,500,000) (the “LC Condition”), thenas a prepayment of the Working Capital Loans in accordance with Section3.09(d)(ii) (*Optional Prepayment*) in the amount of two million fivehundred thousand Dollars ($2,500,000);” (d) Priority fourth of Section 2.06(e) (*Funding of Loans*) of the CreditAgreement is amended to read in its entirety as follows:"(iv) fourth, (i) if the LC Condition has been satisfied, then as adistribution to the Sponsor in an amount not to exceed two million sixhundred forty-five thousand Dollars ($2,645,000) to repay the loan (includingaccrued interest) from the Design-Build Contractor to the
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Sponsor or (ii) if the LC Condition has not been satisfied, then as aprepayment of the Working Capital Loans in accordance with Section3.09(d)(ii) (*Optional Prepayment*) in the amount of two million sixhundred forty-five thousand Dollars ($2,645,000);” (e) Section 2.08(c) (*Termination or Reduction of Commitments*) of the CreditAgreement is amended to read in its entirety as follows:"(c) Unless all of the Working Capital Lenders agree otherwise in writing,if the Conversion Date does not occur on or before the Conversion DateCertain, all Working Capital Loan Commitments (other than the obligations toparticipate in the Issuing Bank’s liability under any Letter of Creditpursuant to Section 2.04(c) (*Letters of Credit*)) shall beautomatically and permanently terminated on the Conversion Date Certain.” (f) Section 2.08(f) (*Termination or Reduction of Commitments*) of the CreditAgreement is amended to read in its entirety as follows:"(f) Any Working Capital Loan Commitments (other than the obligations toparticipate in the Issuing Bank’s liability under any Letter of Creditpursuant to Section 2.04(c) (*Letters of Credit*)) shall beautomatically and permanently terminated in full and the Borrower shall berequired to deposit in the LC Cash Collateral Sub-Account the aggregateMaximum Available Amounts under all issued and outstanding Letters of Crediton the earlier of (i) the date that is ninety (90) days after the date onwhich all outstanding Construction Loans and Term Loans have been paid infull and (ii) the Final Maturity Date.” (g) Section 3.03(c) (*Repayment of Working Capital Loan Fundings*) of the CreditAgreement is amended to read in its entirety as follows:"(c) Unless all of the Working Capital Lenders agree otherwise in writing,if the Conversion Date does not occur on or prior to the Conversion DateCertain, then on the Conversion Date Certain, (i) each outstanding WorkingCapital Loan shall become due and payable, (ii) all amounts in any ProjectAccounts shall be promptly applied to the Obligations then outstanding inaccordance with Section 4.2 (*Application of Proceeds*) of the IntercreditorAgreement, (iii) the Borrower shall pay all accrued interest on and repaythe entire remaining principal amount of all outstanding Working CapitalLoans to the Administrative Agent, for the prorata accountof the Lenders (based on their respective Working Capital Loan CommitmentPercentages), together with any and all Fees and other Obligations
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owed to the Senior Secured Parties, and (iv) the Borrower shall be requiredto deposit in the LC Cash Collateral Sub-Account the aggregate MaximumAvailable Amounts under all issued and outstanding Letters of Credit.” (h) Section 6.03(k) (*Conditions to Term Loan Funding — Final Survey*) of the CreditAgreement is amended to read in its entirety as follows:"(k) Final Survey. The Administrative Agent shall have received asatisfactory as-built Survey of the Project (i) that is final except inrespect of the Spring Work, (ii) that demonstrates that the Project has allreal property interests required by the Financing Documents and (iii) thatshows no Liens other than Permitted Liens.” (i) Section 7.01 (*Affirmative Covenants*) of the Credit Agreement is amended toinclude the following new subsection (y):"(y) Spring Work. The Borrower shall cause the following conditionsto be satisfied on or prior to June 30, 2008, as certified by each of theBorrower and the Independent Engineer in a Spring Work CompletionCertificate completed to the reasonable satisfaction of the AdministrativeAgent and dated and delivered no later than June 30, 2008: (i) the Spring Work shall have been completed;  (ii) the Borrower shall have received finalconstruction drawings for the Aberdeen II Plant;  (iii) all Project Costs in respect of the SpringWork shall have been fully paid and the Administrative Agent shall havereceived reasonably satisfactory evidence that there are no mechanic’s,workmen’s, materialmen’s or other similar Liens or other claims on anypart of the Aberdeen II Plant, the relevant Site, or other assetsrelating to the work or services of such Plant provided by theDesign-Build Contractor or any of their subcontractors; and  (iv) the Design-Build Contractor and eachsubcontractor for such Plant shall have provided all satisfactory Lienwaivers in respect of the Spring Work; and  (v) an updated survey for the Aberdeen II Plant’sSite has been prepared and is in form and substance satisfactory to theIndependent Engineer.”
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 (j) Section 7.01 (*Affirmative Covenants*) of the Credit Agreement is amended toinclude the following new subsection (z):"(z) Ethanol Marketing Agreement. On or before April 14, 2008 or suchlater date as approved in writing by the Administrative Agent in its solediscretion, the Borrower shall enter into an amendment to the EthanolMarketing Agreement, in form and substance satisfactory to the AdministrativeAgent in its sole discretion, reflecting the terms and conditions of the“Term Sheet” (as defined in the Master Waiver and AmendmentAgreement).” (k) Section 7.03 (*Reporting Requirements*) of the Credit Agreement is hereby amendedto include the following new subsection (q):"(q) Daily Cash Flow Forecasts. Unless otherwise agreed in writingby the Administrative Agent in its sole discretion, on the first Business Dayof each week, the Borrower shall deliver to the Administrative Agent a DailyCash Flow Forecast.” (l) Section 8.02 (*Action Upon Bankruptcy*) of the Credit Agreement is amended toread in its entirety as follows:“Section 8.02 Action Upon Bankruptcy. If any Event of Defaultdescribed in Section 8.01(i) (*Events of Default — Bankruptcy,Insolvency*) occurs with respect to the Borrower, any outstandingConstruction Loan Commitments, Term Loan Commitments or Working Capital LoanCommitments (other than the obligations to participate in the Issuing Bank’sliability under any Letter of Credit pursuant to Section 2.04(c)(*Letters of Credit*)) (if not theretofore terminated) shall automaticallyterminate. The outstanding principal amount of the outstanding Loans andall other Obligations shall automatically be and become immediately due andpayable, and the Borrower shall be required to immediately deposit in the LCCash Collateral Sub-Account the aggregate Maximum Available Amounts underall issued and outstanding Letters of Credit, without notice, demand orfurther act of the Administrative Agent, the Collateral Agent or any otherSenior Secured Party.” (m) Section 8.03 (*Action Upon Other Event of Default*) of the Credit Agreement isamended to read in its entirety as follows:“Section 8.03 Action Upon Other Event of Default. (a) If any otherEvent of Default occurs and is continuing for any reason, whether voluntaryor involuntary, and is continuing, the Administrative Agent may, or upon thedirection of the Required Lenders shall, by written
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notice to the Borrower, declare all or any portion of the outstandingprincipal amount of the Loans and other Obligations to be due and payableand/or any outstanding Construction Loan Commitments, Term Loan Commitmentsor Working Capital Loan Commitments (other than the obligations toparticipate in the Issuing Bank’s liability under any Letter of Creditpursuant to Section 2.04(c) (*Letters of Credit*)) (if not theretoforeterminated) to be terminated, and/or the aggregate Maximum Available Amountsunder all issued and outstanding Letters of Credit to be deposited into theLC Cash Collateral Sub-Account, whereupon the full unpaid amount of suchLoans and other Obligations that has been declared due and payable shall beand become immediately due and payable and the aggregate Maximum AvailableAmounts under all issued and outstanding Letters of Credit shall bedeposited into the LC Cash Collateral Sub-Account, without further notice,demand or presentment and/or, as the case may be, any outstandingConstruction Loan Commitments, Term Loan Commitments or Working Capital LoanCommitments (other than the obligations to participate in the Issuing Bank’sliability under any Letter of Credit pursuant to Section 2.04(c)(*Letters of Credit*)) shall terminate. During the continuance of anEvent of Default, the Administrative Agent may, or upon the direction of theRequired Lenders shall, instruct the Collateral Agent to exercise any or allremedies provided for under this Agreement or the other FinancingDocuments.” (n) The Credit Agreement is amended to add the document attached hereto asExhibit C as Schedule 7.01(y) (*Spring Work*) to the Credit Agreement.  (o) The definition of “Contingency Reserve Required Amount” in Exhibit A(*Definitions*) of the Credit Agreement is amended to replace the language in section(ii) with the following:"(ii) on and after the Conversion Date, two million five hundred thousandDollars ($2,500,000); provided, that if the LC Condition hasoccurred, then on and after the Conversion Date, zero Dollars ($0).” (p) Exhibit A (*Definitions*) of the Credit Agreement is amended to include thefollowing new defined terms:
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“Daily Cash Flow Forecast” means a forecast of daily cash inflowsand outflows for the Borrower covering the sixty (60) day period immediatelysucceeding the delivery of such forecast.“Spring Work” means the work described in Schedule 7.01(y)(*Spring Work*).“Spring Work Completion Certificate” means (a) a certificate of theIndependent Engineer, in substantially the form of Exhibit U-1, or(b) a certificate of the Borrower, in substantially the form of ExhibitU-2, in each case confirming that the Spring Work has been completed inaccordance with Section 7.01(y) (*Spring Work*). (q) The definition of “Final Completion Date” in Exhibit A (*Definitions*) of theCredit Agreement is amended to read in its entirety as follows:"“Final Completion Date” means, with respect to the Aberdeen IIPlant, the date (which shall occur on or before the Conversion Date Certain)on which the following conditions have been satisfied, as certified by eachof the Borrower and the Independent Engineer in a Final CompletionCertificate completed to the reasonable satisfaction of the AdministrativeAgent: (i) construction of such Plant shall have beencompleted (other than punch list items and the Spring Work) and suchPlant shall be ready to grind corn and begin operation for its intendeduse as an ethanol production facility, and such Plant shall not haveadversely impacted the ability of the Existing Plants to perform at orabove levels included in the performance assumption for the ExistingPlants in the Financial Model;  (ii) the Performance Test shall have been completedand shall have demonstrated that such Plant has achieved thePerformance Criteria, while meeting air emissions requirements;  (iii) training shall have been completed for allrequired personnel for such Plant in accordance with the Design-BuildAgreement;  (iv) the Borrower shall have received a plantoperation manual and plant maintenance manual, associated documents,training manuals, final safety plans, and all materials and documentsprovided by the Design-Build Contractor and other manufacturers,suppliers and vendors for such Plant, and in each case, shall have beenverified by the Independent Engineer;
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 (v) the Borrower shall have received constructiondrawings for such Plant reflecting all work (other than the SpringWork) as complete;  (vi) all construction costs for such Plant (otherthan Project Costs in respect of the Spring Work) shall have been fullypaid and the Administrative Agent shall have received reasonablysatisfactory evidence that there are no mechanic’s, workmen’s,materialmen’s or other similar Liens or other claims on any part ofsuch Plant, the relevant Site, or other assets relating to the work orservices of such Plant provided by the Design-Build Contractor or anyof their subcontractors (other than, in each such case, in respect ofthe Spring Work);  (vii) the Design-Build Contractor and eachsubcontractor for such Plant shall have provided all satisfactory Lienwaivers (other than Lien waivers in respect of the Spring Work and Lienwaivers in respect of spare parts purchased by the Borrower);  (viii) all Necessary Project Approvals required to be obtained at such timewith respect to such Plant shall have been obtained;  (ix) insurance required pursuant to Schedule7.01(h) and, with respect to the Borrower, any Project Documentshall be in place, as confirmed by the Insurance Consultant; and  (x) an updated survey for such Plant’s Site hasbeen prepared and (other than in respect of the Spring Work) is in formand substance satisfactory to the Independent Engineer.” (r) The definition of “Project Costs” in Exhibit A (*Definitions*) of the CreditAgreement is amended to replace the language in the first sentence preceding the colonwith the following:
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"“Project Costs” means the following costs and expenses incurred(or, if in connection with any Spring Work, the lesser of $1,700,000 and onehundred fifty percent (150%) of the costs and expenses expected to beincurred) by the Borrower in connection with the Aberdeen II Plant prior tothe Final Completion Date (or, if in connection with any Spring Work, on orprior to June 30, 2008) and set forth in the Construction Budget orotherwise approved in writing by the Required Lenders (in consultation withthe Independent Engineer):” (s) The proviso in Section 7(b) (*Delivery of Additional Documents for ConstructionLoans*) of Exhibit F (*Form of Conversion Date Funding Notice*) of Credit Agreement isamended to read as follows:“provided, that no invoices are yet available for Project Costs (x)in respect of the Spring Work or (y) in an amount of up to $1,000,000provided for in relevant Construction Budget, and with respect to which, ineach case, amounts are requested in this Conversion Date Funding Notice forfunding Construction Loans; (t) Section 7(c) (*Delivery of Additional Documents for Construction Loans*) ofExhibit F (*Form of Conversion Date Funding Notice*) of Credit Agreement is amended byinserting the following text after the phrase “conditional sworn Lien WaiverStatements”:"(except with respect to the Spring Work)” (u) The respective paragraphs of Exhibit Q-1 (*Form of Independent Engineer’s FinalCompletion Certificate*) of the Credit Agreement are amended to read in their entiretyas follows: “3. Construction of the Facility has been completed(other than punch list items and the Spring Work) and the Facility isready to grind corn and begin operation for its intended use as anethanol production facility, and the Facility has not adverselyimpacted the ability of the Existing Plants to perform at or abovelevels included in the performance assumption for the Existing Plantsin the Financial Model;”  “7. the Borrower has received construction drawingsfor the Facility reflecting all work (other than the Spring Work) ascomplete;”  “8. all construction costs for the Facility (otherthan Project Costs in respect of the Spring Work) have been fully paidand there are no mechanic’s, workmen’s, materialmen’s or other similar
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   Liens or other claims on any part of the Facility, the Site for suchFacility or other assets relating to the work or services of theFacility provided by the Design-Build Contractor or any of theirsubcontractors (other than, in each such case, in respect of theSpring Work), and the undersigned and the Administrative Agent havereceived reasonably satisfactory evidence thereof;” “9. the Design-Build Contractor and eachsubcontractor for the Facility has provided all satisfactory Lienwaivers (other than Lien waivers in respect of the Spring Work and Lienwaivers in respect of spare parts purchased by the Borrower);”  “11. an updated survey for the Facility’s Site hasbeen prepared and (other than in respect of the Spring Work) is in formand substance satisfactory to the undersigned; and”  “12. Owners Scope for the Facility (other than inrespect of the Spring Work) has been completed.” (v) The respective paragraphs of Exhibit Q-2 (*Form of Borrower’s Final CompletionCertificate*) of the Credit Agreement are amended to read in their entirety as follows: “3. Construction of the Facility has been completed(other than punch list items and the Spring Work) and the Facility isready to grind corn and begin operation for its intended use as anethanol production facility, and the Facility has not adverselyimpacted the ability of the Existing Plants to perform at or abovelevels included in the performance assumption for the Existing Plantsin the Financial Model;”  “7. the Borrower has received construction drawingsfor the Facility reflecting all work (other than the Spring Work) ascomplete;”  “8. all construction costs for the Facility (otherthan Project Costs in respect of the Spring Work) have been fully paidand there are no mechanic’s, workmen’s, materialmen’s or other similarLiens or other claims on any part of the Facility, the Site for suchFacility or other assets relating to the work or services of theFacility provided by the Design-Build Contractor or any of theirsubcontractors (other than, in each such case, in respect of the SpringWork), and the undersigned and the Administrative Agent have receivedreasonably satisfactory evidence thereof;”
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 “9. the Design-Build Contractor and eachsubcontractor for the Facility has provided all satisfactory Lienwaivers (other than Lien waivers in respect of the Spring Work);”  “11. subject to the waivers set forth in Section 4of the Master Amendment and Waiver Agreement dated March ___, 2008,Insurance required pursuant to Schedule 7.01(h) and, with respect tothe Borrower, any Project Document shall be in place, as confirmed bythe Insurance Consultant.”  “12. an updated survey for the Facility’s Site hasbeen prepared and (other than in respect of the Spring Work) is in formand substance satisfactory to the undersigned; and”  “13. Owners Scope for the Facility (other than inrespect of the Spring Work) has been completed.” (w) The Credit Agreement is amended to add the documents attached hereto asExhibit A and Exhibit B as Exhibit U-1 (*Form of Independent Engineer’sSpring Work Completion Certificate*) of the Credit Agreement and Exhibit U-2 (*Form ofBorrower’s Spring Work Completion Certificate*) of the Credit Agreement, respectively.3. Amendments to the Accounts Agreement. (a) Section 4.01(b)(ii) (*Withdrawals from the Construction Account*) of the AccountsAgreement is amended to include the following new defined term:"(ii) Conversion Date. On the Conversion Date, all amounts ondeposit in or standing to the credit of the Construction Account (other thanan amount equal to the lesser of $1,700,000 and one hundred fifty percent(150%) of the total Project Costs listed on Schedule 7.01(y) inrespect of the Spring Work and amounts on deposit in or standing to thecredit of the Bond Proceeds Sub-Account) shall be withdrawn, and suchamounts shall be applied in accordance with Section 2.06(e) (*Funding ofLoans*) of the Credit Agreement and the Construction Withdrawal Certificate(a copy of which shall be delivered to, and shall constitute instructionsto, the Accounts Bank).” (b) Section 4.01(b) (*Withdrawals from the Construction Account*) of the AccountsAgreement is amended by inserting the following new subsection (iii):"(iii) Spring Work. Once the Spring Work has been completed, ascertified by each of the Borrower and the Independent Engineer in a SpringWork Completion Certificate in accordance with Section 7.01(y) (*Spring Work*)of the Credit Agreement, the Construction
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Account shall be terminated and closed at the written instruction of theBorrower or the Administrative Agent, and any amounts on deposit in orstanding to the Construction Account shall be deposited into the RevenueAccount for application in accordance with the priorities set forth inSection 6.01(c) (*Revenue Account*).” (c) The second sentence of Section 9.01(a) (*Working Capital Reserve Account*) of theAccounts Agreement is amended to read as follows:“Amounts deposited into the Working Capital Reserve Account pursuant toSection 2.08(f) (*Termination or Reduction of Commitments*), Section 3.03(c)(*Repayment of Working Capital Loan Fundings*), priority *second*of Section3.09(d)(ii) (*Optional Prepayment*), priority *third*of Section 3.10(g)(*Mandatory Prepayment*), Section 8.02 (*Action Upon Bankruptcy*) and Section8.03 (*Action Upon Other Event of Default*) of the Credit Agreement shall bedeposited into the LC Cash Collateral Sub-Account.” (d) Section 9.01(e) (*Working Capital Reserve Account*) of the Accounts Agreement isamended to read in its entirety as follows:"(e) If at any time the amounts standing to the credit of the LC CashCollateral Sub-Account are in excess of the aggregate Maximum AvailableAmounts under all Letters of Credit then outstanding and all Working CapitalLoans resulting from draws on the Letters of Credit have been paid in full,the Borrower may direct, by delivery of a Working Capital Reserve TransferCertificate to the Accounts Bank (with a copy to the Administrative Agent),the transfer to the Revenue Account of an amount equal to the differencebetween (x) the aggregate total amount of all funds on deposit in orstanding to the credit of the LC Cash Collateral Sub-Account and (y) theaggregate of all such Maximum Available Amounts, as certified by theBorrower and confirmed by the Administrative Agent in such Working CapitalReserve Transfer Certificate.” (e) The Accounts Agreement is amended to substitute the document attached hereto asExhibit D for Exhibit A (*Form of Construction Withdrawal Certificate*) of theAccounts Agreement.4. Waivers. (a) Contingent Business Interruption Coverage: (i) The Borrower has procured insurance coverage for contingentbusiness interruption with a policy limit of three million Dollars($3,000,000).
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   As a result, the Borrower has informed the Administrative Agent pursuant tothe Waiver Request Letter that it will not be able to comply with thecovenant in Section (c)(viii)(g) of Schedule 7.01(h) to the CreditAgreement, as incorporated by Section 7.01(h) — (*Insurance*) thereof,that the Borrower shall procure:“coverage for business interruption, contingent business interruption(as respects (i) electricity provider’s sourcing power to theBorrower’s facility through one connection point, (ii) single sourcedgrain supply location or (iii) single sourced ethanol offtakerlocation) and extra expense, or a combination thereof, in an amount notless than twelve months (12) months gross revenues less non continuingexpenses for business interruption, six months debt service plus fixedexpenses for contingent business interruption (if applicable), and$5,000,000 for extra expense.” (ii) The Lenders agree, with respect to the contingent businessinterruption coverage, to waive the requirement in Section (c)(viii)(g) ofSchedule 7.01(h) to the Senior Credit Agreement, as incorporated by Section7.01(h) — (*Insurance*) thereof, that the Borrower procure such coverage inan amount equal to not less than six (6) months of debt service plus fixedexpenses for contingent business interruption. (b) Additional Project Documents: (i) The Borrower has informed the Administrative Agent pursuant tothe Waiver Request Letter that the Borrower entered into (A) the BNSF RailwayCompany Industry Track Agreement, dated as of November 1, 2007 between BNSFRailway Company, a Delaware corporation (“BNSF”) and the Borrower (the “BNSFIndustry Track Agreement”), a copy of which is attached to the Waiver RequestLetter, and (B) the Energy Management Agreement, dated March ___, 2007, betweenEnergy Management & Consulting Services, LLC (“EMCS”) and the Borrower (the“Energy Management Agreement”), a copy of which is attached to the WaiverRequest Letter, and the terms of which are substantially similar to theoriginal Energy Management Agreement, dated February 1, 2007, between EMCS andthe Borrower.  (ii) The Lenders (A) agree with respect to the BNSF Industry TrackAgreement and the Energy Management Agreement, to waive the requirement ofSection 7.02(o) of the Senior Credit Agreement, (B) agree with respect to theEnergy Management Agreement, to waive the requirement of Section 7.01(l)(iii)of the Senior Credit Agreement, (C) consent to the execution by the Borrower ofthe BNSF Industry Track Agreement and the Energy Management Agreement in theforms
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   attached to the Waiver Request Letter, and (D) waive any Default or Event ofDefault arising as a result of the execution of the BNSF Industry TrackAgreement and the Energy Management Agreement in breach of the requirementsof Sections 7.01(l)(iii) and 7.02(o) of the Senior Credit Agreement. (c) Interest Periods: (i) The Borrower and the Lenders acknowledge that (A) some of thecurrently outstanding Eurodollar Loans have Interest Periods that extend beyondthe Conversion Date and (B) upon repayment of the Construction Loans on theConversion Date, a portion of the Term Loans will be disbursed as EurodollarLoans such that they have Interest Periods, and are deemed to be the sameEurodollar Loans, as those Eurodollar Loans that have Interest Periods thatextend beyond the Conversion Date.5. Conditions to Effectiveness. This Agreement shall become effective as of the date onwhich all of the following conditions are satisfied: (a) the execution and delivery of a counterpart hereof by each of the Borrower, theRequired Lenders party hereto, the Administrative Agent, the Accounts Bank and theCollateral Agent;  (b) the receipt by the Administrative Agent of a Daily Cash Flow Forecast dated asof March 31, 2008 in form and substance satisfactory to the Administrative Agent (inconsultation with Ethanol Marketing Consultant); and  (c) the receipt by the Administrative Agent of a term sheet (the “TermSheet”) satisfactory to the Administrative Agent in its sole discretion (inconsultation with the Ethanol Market Consultant) with respect to the proposedmodifications and amendments to the Ethanol Marketing Agreement.6. Certification by the Borrower. This Agreement is made in reliance on the Borrower’scertifications that (a) as of the date hereof, no Default or Event of Default has occurred and iscontinuing under the Credit Agreement, and (b) all of the information provided in the AmendmentRequest Letter and the Waiver Request Letter is true and correct in all material respects and doesnot omit any material fact necessary to make such information not misleading in any materialrespect. 7. Limited Purpose. Notwithstanding anything contained herein, the Waivers and Amendmentsgranted hereunder (a) are limited amendments, modifications and waivers, (b) are effective onlywith respect to the transactions described herein for the specific instance and the specificpurpose for which they are given, (c) shall not be effective for any other purpose or transaction,and (d) do not constitute a basis for a subsequent waiver or consent of
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  any of the provisions of the Credit Agreement. Nothing herein shall constitute a waiver by theLenders of any Default or Event of Default or a waiver by the Lenders of any right, power or remedyavailable to the Lenders or the other Senior Secured Parties under the Credit Agreement, whetherany such defaults, rights, powers or remedies presently exist or arise in the future.8. Effect on Credit Agreement. Except as expressly amended hereby or otherwise providedherein, all of the terms and conditions of the Credit Agreement and all other Financing Documentsremain in full force and effect, and none of such terms and conditions are, or shall be construedas, otherwise amended or modified. Each of the Credit Agreement and the Accounts Agreement shall,together with the respective amendments set forth herein, be read and construed as a singleagreement. All references in each of the Credit Agreement and the Accounts Agreement and anydocuments, instruments and agreements related to it, shall hereafter refer to the Credit Agreementor the Accounts Agreement (as the case may be), as amended hereby. 9. Authority; Etc. The execution and delivery by the Borrower of this Agreement and theperformance by the Borrower of all of its agreements and obligations under the Credit Agreement andthe Accounts Agreement as amended hereby are within its organizational authority and have been dulyauthorized by all necessary organizational action on the part of, and have been duly and validlyexecuted by, the Borrower. 10. Miscellaneous.     (a) **THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THESTATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT REFERENCE TO CONFLICTS OF LAWS (OTHER THANSECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).**     (b) Section headings in this Agreement are included herein for convenience of reference onlyand shall not constitute a part of this Agreement, the Credit Agreement or the Accounts Agreementfor any other purpose or be given any substantive effect.     (c) The Parties acknowledge that the letter of credit delivered pursuant to Section 2(c) ofthis Agreement will be a Financing Document under clause (viii) of the definition of FinancingDocuments in the Credit Agreement.     (d) This Agreement may be executed in any number of counterparts and by different partieshereto in separate counterparts, each of which when so executed and delivered shall be deemed anoriginal, but all of which counterparts together shall constitute but one and the same instrument.
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     (e) Delivery of an executed counterpart of a signature page of this Agreement by telecopy orportable document format (“PDF”) shall be effective as delivery of a manually executed counterpartof this Amendment and Waiver.[*Remainder of page intentionally blank. Next page is signature page*.]
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     IN WITNESS WHEREOF, the parties hereto have caused this Master Amendment and Waiver Agreementto be executed by their respective officers as of the day and year first above written.      **HEARTLAND GRAIN FUELS, L.P.,**