ESCROW AGREEMENT



	
 



	
 



	
            THIS ESCROW AGREEMENT (this "Agreement") is made this 7th day of
May, 2003, by and between Golden Grain Energy, L.L.C., an Iowa limited liability company, with its principal offices in New Hampton, Iowa, ("GGE"), and State Bank of Lawler, with its principal offices in Lawler, Iowa, as escrow agent (the “Escrow Agent”).  



	
 



	
W I T N E S S E T H:



	
 



	
           
WHEREAS, GGE and Escrow Agent desire to amend and restate the agreement made on
November 7, 2002 as set forth herein:
	
 
	
            WHEREAS, GGE proposes to offer at least 19,250,000 of its Membership Units (the "Units") at a price of $1.00 per Unit, in minimum blocks of ten-thousand (10,000) Units in an offering in the
state of Iowa and possibly other states, made pursuant to an registration under the provisions of the Securities Act of 1933, as amended (the "Offering"); 



	
 



	
            WHEREAS, GGE will file a registration statement (as may be amended) (the "Registration Statement") to register the Units with the Securities and Exchange Commission, the
state of Iowa,  and possibly other states; 



	
 



	
            WHEREAS, GGE will allow investors in the Offering to deliver the purchase price of the subscribed Units in ten percent (10%) and ninety percent (90%) installments; and 



	
 



	
            WHEREAS, GGE desires to comply with the requirements of the Securities Act of 1933 and of the various state regulatory statutes and regulations, and desires to protect the investors in the Offering by providing, under the terms and conditions herein set forth, for the return to subscribers of the money which they may pay on account of purchases of Units in the Offering if the Minimum Escrow Deposit (hereinafter defined) is not deposited with the Escrow Agent.



	
 



	
            NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:



	
 



	
            1.         Acceptance of Appointment.  State Bank of Lawler hereby agrees to act as escrow agent under this Agreement.  The Escrow Agent shall have no duty to enforce any provision hereof requiring performance by any other party hereunder.



	
 



	
            2.         Establishment of Escrow Account.  An escrow account (the "Escrow Account") is hereby established with the Escrow Agent for the benefit of the investors in the Offering.  Except as specifically provided in this Agreement, the Escrow Account shall be created and maintained subject to the customary rules and regulations of the Escrow Agent pertaining to such accounts.



	
 



	
            3.         Ownership of Escrow Account.  Until such time as the funds deposited in the Escrow Account (the "Deposited Funds") shall equal the Minimum Escrow Deposit (as hereinafter defined), all funds deposited in the Escrow Account by GGE shall not become the property of GGE or be subject to the debts of GGE or any other person but shall be held by the Escrow Agent solely for the benefit of the investors who have purchased Units in the Offering.



	 


	
            4.         Deposit of Proceeds.  All proceeds from sales of Units in the Offering shall be delivered by 



	 


	 	1	 


	 


	





	
GGE to the Escrow Agent, within forty-eight hours of the receipt thereof from investors, endorsed (if appropriate) to the order of the Escrow Agent, together with an appropriate written statement setting forth name, address and social security number of each person purchasing Units, the number of Units purchased, and the amount paid by each such purchaser.  Any such proceeds deposited with the Escrow Agent in the form of uncollected checks shall be promptly presented by the Escrow Agent for collection through customary banking and clearing house facilities.  As the proceeds of each sale are deposited with the Escrow Agent, GGE shall reserve the number of Units confirmed to the purchaser thereof in connection with such sale.    



	
 



	
            5.         Investment of Escrow Account.  The Deposited Funds shall be credited by Escrow Agent and recorded in the Escrow Account.  The Escrow Agent shall be permitted, and is hereby authorized to deposit transfer, hold and invest all funds received under this Agreement, including principal and interest, in the  Goldman Sachs Financial Square Treasury Obligations Fund -- Administration Shares (CUSIP # 38141W315)  (the "Fund") at Escrow Agent to yield rates of return as set forth in the Fund's prospectus.  Any interest income received by Escrow Agent from the fund shall be reinvested and shall become part of the Deposited Funds.  Escrow Agent shall pay interest on termination of this Agreement as provided in paragraphs 7 and 10 hereof.   



	
 



	
            6.         Termination of Escrow.  This Agreement and the Escrow created hereunder shall be terminated as provided in paragraph 7 hereof or as of the date (the "Termination Date") one year following the date upon which the Securities and Exchange Commission authorizes the Offering (the "Offering's Effective Date").  GGE shall notify Escrow Agent of the Offering's Effective Date within thirty (30) days of the receipt of notice of the Offering's Effective Date from the Securities and Exchange Commission.    In no event shall the Termination Date be later than June 30, 2005.



	
 



	
            7.         Disposition of Deposited Funds.  The Escrow Agent shall have the following duties and obligations under this Agreement:



	
 



	
            A.        The Escrow Agent shall send a written notice acknowledging the receipt of the Deposited Funds every seven days to GGE.  The Escrow Agent shall give GGE prompt written notice when the Deposited Funds total $500,000,  $1.0 million, $1.5 million, and $1.9 million.



	
 



	
            B.         The Escrow Agent shall give GGE prompt written notice when the Deposited Funds equal $1.925 million.  Following receipt of such notice, GGE will advise the purchasers of Units to remit to the Escrow Agent the balance of the purchase price within thirty (30) days.  Thereafter, Escrow Agent shall give GGE prompt written notice when the Deposited Funds total  $5.0 million,  $10.0 million, $15.0 million, $19.0 million, and $19.25 million. 



	
 



	
            C.         At the time (and in the event) that: (a) the Deposited Funds shall, during the term of this Agreement, equal $19.25 million in subscription proceeds (exclusive of interest) (the "Minimum Escrow Deposit"), (b) the Escrow Agent shall have received written confirmation from GGE that GGE has obtained a written debt financing commitment
for a minimum of $26,135,000 and a maximum of $36,690,000 term debt, and (c) the Escrow Agent shall have provided the Iowa Securities Bureau with an affidavit stating that the foregoing requirements (a) and (b) of this subsection 7C have been satisfied, then this Agreement shall terminate, and the Escrow Agent shall promptly disburse the funds on deposit, including interest, to GGE to be used in accordance with the provisions set out in the Registration Statement.  GGE will deliver a copy of the Registration Statement to the Escrow Agent upon execution of this Agreement.  The Escrow Agent will have no responsibility to examine the Registration Statement with regard to the Escrow Account or otherwise.  Upon the making of such disbursement, the Escrow Agent shall be completely discharged and released of any and all further responsibilities hereunder.



	 


	 	2	 


	 


	





	
            D.        In the event the Deposited Funds do not equal or exceed the Minimum Escrow Deposit on or before the Termination Date, the Escrow Agent shall return to each of the purchasers of the Units in the Offering, as promptly as possible after such Termination Date and on the basis of its records pertaining to the Escrow Account:  (a) the sum which each purchaser initially paid in on account of purchases of the Units in the Offering and (b) subject to paragraph 10 hereof, each purchaser's portion of the total interest earned on the Escrow Account as of the Termination Date, (c) reduced by a processing fee paid to Escrow Agent of Ten Dollars ($10.00) per purchaser.  Computation of any purchaser's share of the net interest earned will be a weighted average based on the proportion of such purchaser's deposit in the Escrow Account from the Offering to all such purchasers'

deposits held by the Escrow Agent and upon the length of time in days such deposit was held in the Escrow Account as compared to all such deposits.  All computations with respect to each purchaser's allocable share of net interest shall be made by the Escrow Agent, which determinations shall be final and conclusive.  Any amount paid or payable to a purchaser pursuant to this paragraph shall be deemed to be the property of such purchaser, free and clear of any and all claims of GGE or its agents or creditors; and the respective purchases of the Units made and entered into in the Offering shall thereupon be deemed, ipso facto, to be cancelled without any further liability of the purchasers or any of them to pay for the Units purchased.  At such time as the Escrow Agent shall have made all the payments called for in this paragraph, the Escrow Agent shall be completely discharged and released of any and all further responsibilities hereunder, and the Units reserved (as provided in paragraph 4) sha

ll be released from such reservation, except that Escrow Agent shall be required to prepare and issue IRS Forms 1099 to each investor in the event that an IRS Form 1099 filing requirement arises with respect to interest earned on the escrow account.



	
 



	
            8.         Agreement with Escrow Agent.  To induce Escrow Agent to act hereunder, it is agreed by GGE that:



	
 



	
            A.        The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Deposited Funds and hold them subject to release, in accordance herewith, and the Escrow Agent shall be under no duty to determine whether GGE is complying with requirements of this Agreement in tendering to the Escrow Agent said proceeds of the sale of said Units.  The Escrow Agent may conclusively rely upon and shall be protected in acting upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties.  The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement.  The Escrow Age

nt shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction.  The Escrow Agent may consult counsel in respect of any question arising under this Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel.



	
 



	
            B.         GGE hereby indemnifies and holds harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates unless such action, claim or proceeding is the result of the gross negligence or willful misconduct of the Escrow Agent.  



	 


	 	3	 


	 


	





	
            9.         Resignation and Removal of Escrow Agent Successors.  The Escrow Agent may resign upon thirty (30) days advance written notice to GGE.  If a successor Escrow Agent is not appointed within the 30-day period following such notice, Escrow Agent may petition any court of competent jurisdiction to name a successor Escrow Agent.  Any commercial banking institution or trust company with which Escrow Agent may merge or consolidate, and any commercial banking institution or trust company to which Escrow Agent transfers all or substantially all of its corporate trust business shall be the successor Escrow Agent without further act.



	
 



	
            10.        Fees and Expenses of Escrow Agent.  The Escrow Agent shall be entitled to fees upon termination of the escrow as stated in paragraph 7(D), which fees shall be paid from interest on the escrow account only and not from principal.  The fee agreed upon in the event of termination of the escrow without the required minimum escrow deposit is intended as full consideration for the Escrow Agent’s services as contemplated by this Agreement; provided, however, that in the event the Escrow Agent renders any material service not contemplated in this Agreement or there is any assignment of interest in the subject matter of this Agreement, or any material modification hereof; or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Agreement, or the subject matter hereof, then the

Escrow Agent shall be reasonably compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorney’s fees, occasioned by any delay, controversy, litigation or event, and the same shall be recoverable from GGE, but not from the escrow account.



	
 



	
            11.        Notices.  All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of service if served personally on the party to whom notice is to be given, (b) on the day of transmission if sent by facsimile transmission to the facsimile number given below, and telephonic confirmation of receipt is obtained promptly after completion of transmission, (c) on the next day on which such deliveries are made in New Hampton, Iowa when delivery is to Federal Express or similar overnight courier or the Express Mail service maintained by the United states Postal Service, or (d) on the fifth day after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed, return receipt requested, to the

 party as follows: 



	
 



	
                         If to Escrow Agent:



	
 



	
                                    State Bank of Lawler 



	
                                    Attn: Willis M. Hansen



	
                                    P.O. Box 269



	
                                    Lawler, IA 52154



	
                                    Fax:  (563) 238-3404



	
 



	
                        If to GGE:



	
 



	
                                    Golden Grain Energy, L.L.C.



	
                                    Attn:  Mr. Walter Wendland, President



	
                                    951 N. Linn Avenue



	
                                    P.O. Box 435



	
                                    New Hampton, IA 50659



	
                                    Fax:  (641) 394-4514



	 


	 	4	 


	 


	





	
                        with a required copy to:



	
 



	
                                    Brown, Winick, Graves, Gross, Baskerville and Schoenebaum, P.L.C.



	
                                    Attn:  Bill Hanigan



	
                                    Suite 2000, Ruan Center



	
                                    666 Grand Avenue



	
                                    Des Moines, IA  50309



	
                                    Fax:  (515) 283-0231



	
 



	
            12.        Governing Law.  This Agreement shall be construed, performed, and enforced in accordance with, and governed by, the internal laws of the State of Iowa. 



	
 



	
            13.        Successors and Assigns.  Except as otherwise provided in this Agreement, no party hereto shall assign this Agreement or any rights or obligations hereunder without the prior written consent to the other parties hereto and any such attempted assignment without such prior written consent shall be void and of no force and effect.  This Agreement shall inure to the benefit of and shall be binding upon the successors and permitted assigns of the parties hereto.



	
 



	
            14.        Severability.  In the event that any part of this Agreement is declared by any court or other judicial or administrative body to be null, void, or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain in full force and effect.



	
 



	
            15.        Further Assurances.  Each of the parties shall execute such documents and other papers and take such further actions, as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.



	
 



	
            16.        Amendments.  This Agreement may be amended or modified, and any of the terms, covenants, representations, warranties, or conditions hereof may be waived, only by a written instrument executed by the parties hereto, or in the case of a waiver, by the party waiving compliance.  Any waiver by any party of any condition, or of the breach of any provision, term, covenant, representation, or warranty contained in the Agreement, in any one or more instances, shall not be deemed to be nor construed as further or continuing waiver of any such conditions, or of the breach of any other provision, term, covenant, representation, or warranty of this Agreement.



	
 



	
            17.        Entire Agreement.  This Agreement contains the entire understanding among the parties hereto with respect to the escrow contemplated hereby and supersedes and replaces all prior and contemporaneous agreements and understandings, oral or written, with regard to such escrow.



	
 



	
            18.        Paragraph Headings.  The paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.



	
 



	
            19.        Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.



	
 



	
            IN WITNESS WHEREOF, the parties hereto have hereunto affixed their signatures as of the day and year first written above.



	 


	 	5	 


	 


	





	
GGE:



	
 



	
GOLDEN GRAIN ENERGY, L.L.C.



	
 



	
 



	
            /s/  Walter Wendland                 



	
Walter Wendland, President



	
            



	
 



	
ESCROW AGENT:



	
 



	
State Bank of Lawler



	
 



	
 



	
            /s/  Willis M. Hansen                 



	
Willis M. Hansen, President



	 


	 	6