Exhibit
10.2


 


FIRST
AMENDMENT TO THE


AMENDED
AND RESTATED CONSTRUCTION LOAN AGREEMENT


 


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


 


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


 


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


 


WHEREAS, the Bank has agreed, on its own
behalf and with the required consent of the participants, to make such
amendments, subject to the terms and conditions set forth in this First
Amendment.


 


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


 


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


 


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


 


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


 


““Total Expansion Facility
Costs” means an amount equal to Seventy Five Million and No/100ths
Dollars ($75,000,000.00).


 


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


 


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


 

















 


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


 


““Vision” means Vision Processing
Technologies, Inc., a Minnesota corporation.”


 


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


 


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


 


Section 3.04. Total
Expansion Facility Costs and Project Cost Overruns.  The Borrower agrees that all costs incurred
by the Borrower relating to the Expansion Facility including the corn oil
separation unit in excess of the Construction Loan Commitment shall be paid
solely by the Borrower without the incurrence of any third-party borrowings or
debt.  The Borrower also agrees that all
costs incurred by the Borrower relating to the Expansion Facility in excess of
the Total Expansion Facility Costs shall be paid solely by the Borrower and the
Borrower shall immediately deliver additional funds to the Bank to fund any and
all costs of the Expansion Facility in excess of the Total Expansion Facility
Costs upon receipt of written request from the Bank relating thereto.  Notwithstanding the foregoing, Borrower shall
be entitled to apply any previously achieved savings in any completed category
of the Expansion Facility budget to pay for any such cost overruns.  In addition, Borrower may from time to time
request that the contingency fund line item in the Expansion Facility budget be
reallocated to pay needed costs of the Expansion Facility.  Such requests shall be subject to Bank’s
approval in its reasonable discretion, which shall not be unreasonably
withheld.


 


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


 


Section 3.07. Miscellaneous
Procedures.  The Bank
may establish reasonable additional procedures regarding disbursements and Draw
Requests to assure the proceeds of the Construction Loan are paid only to those
Persons entitled to the same, and that the liens securing the Obligations are
in all cases first and paramount liens on the Property and all other assets of
the Borrower, except to the extent, and solely to the extent, provided for
herein to the contrary, including, but not limited to, the following procedures
in connection with the costs incurred by the Borrower relating to the Total
Expansion Facility Costs in excess of the Construction Loan Commitment:


 


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


 


(b)           A written final general lien waiver
delivered to the Bank and Disbursing Agent, effective to waive any lien arising
under the laws of the State of Iowa, 
relating to 


 


2

















 


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


 


(c)           A document from the Borrower and, if
applicable, the Independent Inspector, requesting
and/or approving the amount of the approved construction costs,
conformance thereof with the Schedule of Values and the Budget Variance Report
delivered to the Bank, each as amended to reflect the terms and provisions of
this First Amendment; and


 


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


 


Further, the Bank may establish reasonable additional
procedures regarding disbursements under and pursuant to the Term Notes, the
Operating Note, or the Existing Term Notes to assure compliance by the Borrower
with the terms and provisions of this Agreement, the Loan Documents and the
respective Term Notes, Operating Note or 

Existing Term Notes, as the case may be.


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


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


 


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


 


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


 


“Section 5.16. 
No Subsidiary.   Except
for Borrower’s investment in Akron and Vision, the Borrower does not have a
Subsidiary.”


 


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


 


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


 


“(k)         consolidate, merge,
pool, syndicate or otherwise combine with any other entity, give any
preferential treatment or make any advance, directly or indirectly, by way of
loan, gift, contribution, investment, bonus or otherwise to any Affiliate or
any other Person; (A) notwithstanding the foregoing and provided the same
does not otherwise violate any other covenant hereunder or violate any
provision of the Operating Agreement of Akron, the Bank consents to the
Borrower making equity contributions/investments in an aggregate amount of
Twenty Million and No/100ths Dollars ($20,000,000.00) to Akron provided that,
in connection with such equity contributions/investments, the Borrower shall (i) collaterally
assign to the Bank all of its right, title and interest in and to any and all
membership or other equity interests of Akron, (ii) deliver to the Bank a
written consent to such collateral assignment, duly executed by all of the
Directors of Akron, in form and substance satisfactory to the Bank, (iii) deliver
to the Bank a certified copy of resolutions of the Board of Directors of the
General Partner, in form and substance satisfactory to the Bank, authorizing
the equity contribution/investment in Akron and the execution, delivery and
performance of the collateral assignment of membership or other equity
interests in Akron and any other documents to be delivered by the Borrower in
connection therewith, and (iv) deliver any certificates evidencing the
membership or other equity interests of Akron and any and all financing
statements or other documents sufficient to create a valid and perfected first
priority security interest in and to the membership or other equity interests,
together with all increases, replacements, additions, substitutions, and cash
and noncash proceeds thereof, in favor of the Bank as additional collateral to
secure repayment of Borrower’s Obligations under this Agreement; and (B) notwithstanding
the foregoing and provided the same does not otherwise violate any other
covenant hereunder, the Bank consents to the Borrower making equity
contributions/investments in an aggregate amount of Two Million and No/100ths
Dollars ($2,000,000.00) to Vision in conformity with the Vision Letter of
Intent provided, however, Borrower shall (i) deliver certified copies of
any and all documents evidencing the equity interests of Vision acquired by the
Borrower under 


 


4

















 


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


 


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


 


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


 


“(w)        the Borrower shall establish a
Subsidiary without the prior written consent of the Bank, except for Akron and
Vision; or”


 


10.           Ratification of Agreement; No
Waiver.  The Borrower and Bank agree
that, except as expressly provided in this First Amendment, all terms and
provisions of the Agreement, including, but not limited to, the financial
covenants set forth in the Agreement, and all other Loan Documents shall remain
unchanged and in full force and effect and are hereby ratified and
confirmed.  No amendment contained in
this First Amendment shall be construed to amend or waive any obligation of the
Borrower under the Agreement or any provision of any of the Loan Documents,
except to the extent of the specific amendment referenced herein.  No delay or omission by the Bank in
exercising any power, right, or remedy shall impair such power, right, or
remedy or be construed as a waiver thereof or an acquiescence therein, and no
single or partial exercise of any such power, right, or remedy shall preclude
other or further exercise thereof or the exercise of any other power, right, or
remedy under the Agreement or any other Loan Documents, or otherwise.


 


11.           Authorization.  By execution hereof, the undersigned
representative of the Borrower hereby represents and warrants that (i) he
is an Authorized Person of the Borrower, (ii) the execution, delivery and
performance of this First Amendment is, and has been, duly authorized, approved
and ratified by all required partnership or company action of the Borrower or
the General Partner, and (iii) the amendments specifically referenced herein
reflect all of the amendments being requested by the Borrower relating to the
terms and provisions of the Agreement and the other Loan Documents.


 


12.           Counterparts.  This First Amendment may be executed in one
or more counterparts, any one of which need not contain the signatures of more
than one party, but all such counterparts taken together will constitute one
and the same instrument.  A facsimile
signature will be considered an original signature.


 


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


 


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


 


5

















 


action or proceeding may be heard and
determined in any such court.  The
Borrower also agrees not to bring any action or proceeding arising out of or
relating to this First Amendment in any other court.  The Borrower waives any defense of
inconvenient forum to the maintenance of any action or proceeding so brought
and waives any bond, surety, or other security that might be required of the
Bank.  The Borrower agrees that a final
judgment in any action or proceeding so brought shall be conclusive and may be
enforced by suit on the judgment or in any other manner provided by law or at
equity.  The Borrower hereby waives any
rights it or they may have to transfer or change the venue of any suit, action
or other proceeding brought against the Borrower by the Bank in accordance with
this paragraph or in connection with this First Amendment, the Agreement or any
other Loan Documents.


 


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


 


16.           Credit Agreement. 
A credit agreement must be in writing to be enforceable under Nebraska
law.  To protect you and us from any
misunderstandings or disappointments, any contract, promise, undertaking, or
offer to forebear repayment of money or to make any other financial accommodation
in connection with this loan of money or grant or extension of credit, or any
amendment of, cancellation of, waiver of, or substitution for any or all of the
terms or provisions of any instrument or document executed in connection with
this loan of money or grant or extension of credit, must be in writing to be
effective.


 


 


IN WITNESS
WHEREOF, the parties have caused this First Amendment to be executed by their
respective officers thereunto duly authorized, as of the Effective Date.


 


 


	
   

  	
  “Borrower”

  
	
   

  	
   

  
	
   

  	
  LSCP, LLLP

  
	
   

  	
  an Iowa limited liability limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen G. Roe

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  President/CEO

  
				



 


6

















 


	
   

  	
  “Bank”

  
	
   

  	
   

  	
   

  
	
   

  	
  FIRST NATIONAL BANK OF OMAHA,

  
	
   

  	
  a national banking association

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bradley J. Brummund

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


7

















 


FIRST
AMENDMENT TO THE


 


AMENDED
AND RESTATED CONSTRUCTION LOAN AGREEMENT


 


EXHIBIT “A”


 


REAFFIRMATION
OF GUARANTY


 


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


 


 


	
   

  	
  “Guarantor”

  
	
   

  	
   

  
	
   

  	
  Little Sioux Corn Processors, L.L.C.,

  
	
   

  	
  an Iowa limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/   Stephen G. Roe

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Stephen G. Roe

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  CEO/President

  
					



 


8
















 


SECOND AMENDMENT TO THE


AMENDED AND RESTATED CONSTRUCTION LOAN
AGREEMENT


 


This Second
Amendment to the Amended and Restated Construction Loan Agreement (the “Second
Amendment”) is made and entered into effective as of the 31st day of March 2008
(“Effective Date”), by and between LSCP, LLLP, an
Iowa limited liability limited partnership (“LSCP, LLLP”), successor in
interest to LSCP, L.P., an Iowa limited partnership (“LSCP, L.P.”), with its
principal offices in Marcus, Iowa (LSCP, LLLP and LSCP, L.P. are referred to
collectively as the “Borrower”), and FIRST NATIONAL BANK OF
OMAHA, a national banking association with principal offices in
Omaha, Nebraska (the “Bank”).


 


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


 


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


 


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


 


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


 


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


 


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


 


““Agreement” shall have the meaning given such term in the
preamble hereto, and shall include all schedules and exhibits hereto, in each
case as amended, supplemented, or modified by the terms and provisions of (i) the
First Amendment to Amended and Restated Construction Loan Agreement dated as of
January       , 2008, by and between
Borrower and the Bank, and (ii) the Second Amendment to Amended and
Restated Construction Loan Agreement dated as of March 31, 2008, by and
between the Borrower and the Bank, and as may be further amended, supplemented,
or modified from time to time in accordance with the terms of this Agreement.


 

















 


“Operating Loan Termination
Date”  means the earliest to
occur of the following: (a) April 30, 2008, or such later date to
which the Operating Loan Termination Date has been extended by written
agreement by the Bank, (b) the date the Obligations are accelerated
pursuant to the terms and provisions of this Agreement or the Operating Note, (c) the
date the Bank receives notice in writing from the Borrower of the Borrower’s
election to terminate the Operating Note as described in Section 2.06 of
this Agreement and (d) the date the Bank receives (i) notice in
writing from the Borrower of the Borrower’s election to terminate this
Agreement or (ii) indefeasible payment in full of the Obligations.”


 


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


 


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


 


5.             Ratification of
Loan Agreement; No Waiver.  The
Borrower and Bank agree that, except as expressly provided in this Second
Amendment, all terms and provisions of the Loan Agreement, including, but not
limited to, the financial covenants set forth in the Loan Agreement, and all
other Loan Documents shall remain unchanged and in full force and effect and
are hereby ratified and confirmed.  No
amendment contained in this Second Amendment shall be construed to amend or
waive any obligation of the Borrower under the Loan Agreement or any provision
of any of the Loan Documents, except to the extent of the specific amendment
referenced herein.  No delay or omission
by the Bank in exercising any power, right, or remedy shall impair such power,
right, or remedy or be construed as a waiver thereof of any acquiescence
therein, and no single or partial exercise of any such power, right, or remedy
shall preclude other or further exercise thereof or the exercise of any other
power, right, or remedy under the Loan Agreement or any other Loan Documents,
or otherwise.


 


6.             Authorization.  By execution hereof, the undersigned
representative of the Borrower hereby represents and warrants that (i) he
is an Authorized Person of the Borrower, (ii) the execution, delivery and
performance of this Second Amendment is, and has been, duly authorized, approved
and ratified by all required partnership or company action of the Borrower or
the General Partner, and (iii) the amendments specifically referenced
herein reflect all of the amendments being requested by the Borrower relating
to the terms and provisions of the Agreement and the other Loan Documents.


 


2

















 


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


 


8.             Submission
to Jurisdiction; Venue.  The Borrower
hereby submits to the jurisdiction of any state or federal court sitting in
Omaha, Nebraska, in any action or proceeding arising out of or relating to this
Second Amendment and agrees that all claims in respect of the action or
proceeding may be heard and determined in any such court.  The Borrower also agrees not to bring any
action or proceeding arising out of or relating to this Second Amendment in any
other court.  The Borrower waives any
defense of inconvenient forum to the maintenance of any action or proceeding so
brought and waives any bond, surety, or other security that might be required
of the Bank.  The Borrower agrees that a
final judgment in any action or proceeding so brought shall be conclusive and
may be enforced by suit on the judgment or in any other manner provided by law
or at equity.  The Borrower hereby waives
any rights it or they may have to transfer or change the venue of any suit,
action or other proceeding brought against the Borrower by the Bank in
accordance with this paragraph or in connection with this First Amendment, the
Agreement or any other Loan Documents.


 


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


 


10.           Credit
Agreement.  A CREDIT AGREEMENT MUST
BE IN WRITING TO BE ENFORCEABLE UNDER NEBRASKA LAW.  TO PROTECT YOU AND US FROM ANY
MISUNDERSTANDINGS OR DISAPPOINTMENTS, ANY CONTRACT, PROMISE, UNDERTAKING, OR
OFFER TO FOREBEAR REPAYMENT OF MONEY OR TO MAKE ANY OTHER FINANCIAL
ACCOMMODATION IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF
CREDIT, OR ANY AMENDMENT OF, CANCELLATION OF, WAIVER OF, OR SUBSTITUTION FOR
ANY OR ALL OF THE TERMS OR PROVISIONS OF ANY INSTRUMENT OR DOCUMENT EXECUTED IN
CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, MUST BE IN
WRITING TO BE EFFECTIVE.


 


11.           Counterparts. 
This Second Amendment may be executed in one or more counterparts, any
one of which need not contain the signatures of more than one party, but all
such counterparts taken together will constitute one and the same
instrument.  A facsimile signature (or
signatures sent by electronic mail in .pdf format) will be deemed an original
signature.


 


[REMAINDER OF
PAGE INTENTIONALLY BLANK; SIGNATURE PAGE TO FOLLOW]


 


3

















 


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


 


 


	
   

  	
  “Borrower”

  
	
   

  	
   

  
	
   

  	
  LSCP, LLLP

  
	
   

  	
  an Iowa limited liability limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen G. Roe

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  General Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “Bank”

  
	
   

  	
   

  
	
   

  	
  FIRST NATIONAL BANK OF OMAHA,

  
	
   

  	
  a national banking association

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bradley J. Brummund

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


4

















 


SECOND AMENDMENT TO THE


 


AMENDED AND
RESTATED CONSTRUCTION LOAN AGREEMENT


 


EXHIBIT “A”


 


FORM OF
OPERATING NOTE


 


[SEE THE ATTACHED]


 


5

















 


SECOND AMENDMENT TO THE


 


AMENDED AND
RESTATED CONSTRUCTION LOAN AGREEMENT


 


EXHIBIT “B”


 


REAFFIRMATION
OF GUARANTY


 


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


 


 


	
   

  	
  “Guarantor”

  
	
   

  	
   

  
	
   

  	
  Little Sioux Corn Processors, L.L.C.,

  
	
   

  	
  an Iowa limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen G. Roe

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Stephen G. Roe

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  CEO/President

  
					



 


6
















 


THIRD AMENDMENT TO THE


AMENDED AND RESTATED CONSTRUCTION LOAN
AGREEMENT


 


This Third Amendment to the Amended and Restated Construction Loan
Agreement (the “Third Amendment”) is made and entered into effective as of the 30th
day of April 2008 (“Effective Date”), by and between LSCP, LLLP,
an Iowa limited liability limited partnership (“LSCP, LLLP”), successor in
interest to LSCP, L.P., an Iowa limited partnership (“LSCP, L.P.”), with its
principal offices in Marcus, Iowa (LSCP, LLLP and LSCP, L.P. are referred to
collectively as the “Borrower”), and FIRST NATIONAL BANK OF
OMAHA, a national banking association with principal offices in
Omaha, Nebraska (the “Bank”).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


5.             Ratification of Loan
Agreement; No Waiver.  The Borrower
and Bank agree that, except as expressly provided in this Third Amendment, all
terms and provisions of the Loan Agreement, including, but not limited to, the
financial covenants set forth in the Loan Agreement, and all other Loan
Documents shall remain unchanged and in full force and effect and are hereby
ratified and confirmed.  No amendment
contained in this Third Amendment shall be construed to amend or waive any
obligation of the Borrower under the Loan Agreement or any provision of any of
the Loan Documents, except to the extent of the specific amendment referenced
herein.  No delay or omission by the Bank
in exercising any power, right, or remedy shall impair such power, right, or
remedy or be construed as a waiver thereof or an acquiescence therein, and no
single or partial exercise of any such power, right, or remedy shall preclude
other or further exercise thereof or the exercise of any other power, right, or
remedy under the Loan Agreement or any other Loan Documents, or otherwise.


 


6.             Authorization.  By execution hereof, the undersigned
representative of the Borrower hereby represents and warrants that (i) he
is an Authorized Person of the Borrower, (ii) the execution, delivery and
performance of this Third Amendment is, and has been, duly authorized, approved
and ratified by all required partnership or company action of the Borrower or
the General Partner, and (iii) the amendments specifically referenced
herein reflect all of the 


 

















 


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


 


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


 


8.             Submission
to Jurisdiction; Venue.  The Borrower
hereby submits to the jurisdiction of any state or federal court sitting in
Omaha, Nebraska, in any action or proceeding arising out of or relating to this
Third Amendment and agrees that all claims in respect of the action or
proceeding may be heard and determined in any such court.  The Borrower also agrees not to bring any
action or proceeding arising out of or relating to this Third Amendment in any
other court.  The Borrower waives any
defense of inconvenient forum to the maintenance of any action or proceeding so
brought and waives any bond, surety, or other security that might be required
of the Bank.  The Borrower agrees that a
final judgment in any action or proceeding so brought shall be conclusive and
may be enforced by suit on the judgment or in any other manner provided by law
or at equity.  The Borrower hereby waives
any rights it or they may have to transfer or change the venue of any suit, action
or other proceeding brought against the Borrower by the Bank in accordance with
this paragraph or in connection with this Third Amendment, the Loan Agreement
or any other Loan Documents.


 


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


 


10.           CREDIT
AGREEMENT.  A CREDIT AGREEMENT MUST
BE IN WRITING TO BE ENFORCEABLE UNDER NEBRASKA LAW.  TO PROTECT YOU AND US FROM ANY
MISUNDERSTANDINGS OR DISAPPOINTMENTS, ANY CONTRACT, PROMISE, UNDERTAKING, OR
OFFER TO FORBEAR REPAYMENT OF MONEY OR TO MAKE ANY OTHER FINANCIAL
ACCOMMODATION IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF
CREDIT, OR ANY AMENDMENT OF, CANCELLATION OF, WAIVER OF, OR SUBSTITUTION FOR
ANY OR ALL OF THE TERMS OR PROVISIONS OF ANY INSTRUMENT OR DOCUMENT EXECUTED IN
CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, MUST BE IN
WRITING TO BE EFFECTIVE.


 


11.           Counterparts.  This Third Amendment may be executed in one
or more counterparts, any one of which need not contain the signatures of more
than one party, but all such counterparts taken together will constitute one
and the same instrument.  A facsimile
signature (or signatures sent by electronic mail in .pdf format) will be deemed
an original signature.


 

















 


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


 


	
   

  	
  “Borrower”

  
	
   

  	
   

  	
   

  
	
   

  	
  LSCP, LLLP,

  
	
   

  	
  an Iowa limited liability limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Little Sioux Corn Processors, L.L.C.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen G. Roe

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “Bank”

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FIRST NATIONAL BANK OF OMAHA,

  
	
   

  	
  a national banking association

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Bradley
  J. Brummund

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
    Vice President

  
								



 

















 


THIRD AMENDMENT TO THE


 


AMENDED AND
RESTATED CONSTRUCTION LOAN AGREEMENT


 


EXHIBIT “A”


 


FORM OF
OPERATING NOTE


 


[SEE THE ATTACHED]


 

















 


THIRD AMENDMENT TO THE


 


AMENDED AND
RESTATED CONSTRUCTION LOAN AGREEMENT


 


EXHIBIT “B”


 


REAFFIRMATION
OF GUARANTY


 


[SEE THE ATTACHED]


 

















 


REAFFIRMATION
OF GUARANTY


 


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


 


Dated as of April 30, 2008.


 


 


	
   

  	
  “Guarantor”

  
	
   

  	
   

  
	
   

  	
  Little Sioux Corn Processors, L.L.C.,

  
	
   

  	
  an Iowa limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen G. Roe

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Stephen G.
  Roe

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
    President

  
						



 

















 


OPERATING NOTE


 


	
  $5,000,000.00

  	
   

  	
  April 30, 2008

  
	
   

  	
   

  	
  Omaha, Nebraska

  



 


FOR VALUE
RECEIVED, the undersigned, LSCP, LLLP, an Iowa limited liability limited
partnership  (the “Borrower”), HEREBY PROMISES
TO PAY to the order of FIRST NATIONAL BANK OF OMAHA, a national banking
association (the “Bank”), at its principal office located at 1620 Dodge Street,
STOP 1050, Omaha, Nebraska 68197, in lawful money of the United States and in
immediately available funds, the principal amount of Five Million and No/100ths
Dollars ($5,000,000.00) or, so much thereof as may be advanced by the Bank
pursuant to the terms and provisions of the Loan Agreement, as hereinafter
defined, between the Borrower and the Bank (the “Principal Amount”).


 


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


 


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


 


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


 

















 


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


 


Borrower
acknowledges that the obligations evidenced by this Operating Note are for
business purposes only and are not an extension of consumer or individual
credit.


 


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


 


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


 


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


 


Time is of the
essence as to each and every date and each and every obligation of the Borrower
set forth in this Operating Note.


 


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


 


	
   

  	
  “Borrower”

  
	
   

  	
   

  	
   

  
	
   

  	
  LSCP, LLLP,

  
	
   

  	
  an Iowa limited liability limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Little Sioux Corn Processors, L.L.C.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen G. Roe

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  



 
















 


FOURTH AMENDMENT TO THE


AMENDED AND RESTATED CONSTRUCTION LOAN
AGREEMENT


 


This Fourth Amendment to the Amended and Restated Construction Loan
Agreement (the “Fourth Amendment”) is made and entered into effective as of the
1st day of June 2008 (“Effective Date”), by and between LSCP, LLLP, an Iowa limited liability limited partnership
(“LSCP, LLLP”), successor in interest to LSCP, L.P., an Iowa limited
partnership (“LSCP, L.P.”), with its principal offices in Marcus, Iowa (LSCP,
LLLP and LSCP, L.P. are referred to collectively as the “Borrower”), and FIRST NATIONAL BANK OF OMAHA, a national banking association
with principal offices in Omaha, Nebraska (the “Bank”).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


1

















 


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


 


“Borrowing Base”
means the lesser of:


 


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


 


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


 


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


 


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


 


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


 


2

















 


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


 


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


 


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


 


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


 


3

















 


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


 


6.             Reaffirmation of Guaranty.  Upon the execution hereof, the Borrower shall
deliver to the Bank a Reaffirmation of Guaranty duly executed by the Guarantor
in the form attached hereto as Exhibit “F” and incorporated herein by this
reference.


 


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


 


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


 


4

















 


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


 


9.             Governing
Law.  This Fourth Amendment shall be
governed by, and construed in accordance with, the laws of the State of
Nebraska, other than conflict of law provisions thereof.


 


10.           Submission
to Jurisdiction; Venue.  The Borrower
hereby submits to the jurisdiction of any state or federal court sitting in
Omaha, Nebraska, in any action or proceeding arising out of or relating to this
Fourth Amendment and agrees that all claims in respect of the action or
proceeding may be heard and determined in any such court.  The Borrower also agrees not to bring any
action or proceeding arising out of or relating to this Fourth Amendment, the
Agreement, or any of the other Loan Documents, in any other court.  The Borrower waives any defense of
inconvenient forum to the maintenance of any action or proceeding so brought
and waives any bond, surety, or other security that might be required of the
Bank.  The Borrower agrees that a final
judgment in any action or proceeding so brought shall be conclusive and may be
enforced by suit on the judgment or in any other manner provided by law or at
equity.  The Borrower hereby waives any rights
it or they may have to transfer or change the venue of any suit, action or
other proceeding brought against the Borrower by the Bank in accordance with
this paragraph or in connection with this Fourth Amendment, the Agreement or
any other Loan Documents.


 


11.           Costs
and Expenses.  The Borrower agrees to pay on demand
all costs and expenses of the Bank in connection with the preparation,
execution and delivery of this Fourth Amendment, including, without
limitation, the cost for any title insurance endorsements or additional
premiums and the reasonable fees and out-of-pocket expenses of outside counsel
for the Bank with respect thereto.


 


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


 


13.           CREDIT
AGREEMENT.  A CREDIT AGREEMENT MUST
BE IN WRITING TO BE ENFORCEABLE UNDER NEBRASKA LAW.  TO PROTECT YOU AND US FROM ANY
MISUNDERSTANDINGS OR DISAPPOINTMENTS, ANY CONTRACT, PROMISE, UNDERTAKING, OR
OFFER TO FORBEAR REPAYMENT OF MONEY OR TO MAKE ANY OTHER FINANCIAL
ACCOMMODATION IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF
CREDIT, OR ANY AMENDMENT OF, CANCELLATION OF, WAIVER OF, OR SUBSTITUTION FOR
ANY OR ALL OF THE TERMS OR PROVISIONS OF ANY INSTRUMENT OR DOCUMENT EXECUTED IN
CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, MUST BE IN
WRITING TO BE EFFECTIVE.


 


5

















 


14.           Counterparts.  This Fourth Amendment may be executed in one
or more counterparts, any one of which need not contain the signatures of more
than one party, but all such counterparts taken together will constitute one
and the same instrument.  A facsimile
signature (or signatures sent by electronic mail in .pdf format) will be deemed
an original signature.


 


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


 


	
   

  	
  “Borrower”

  
	
   

  	
   

  
	
   

  	
  LSCP, LLLP,

  
	
   

  	
  an Iowa limited liability limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Little Sioux Corn Processors, L.L.C.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen G. Roe

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “Bank”

  
	
   

  	
   

  
	
   

  	
  FIRST NATIONAL BANK OF OMAHA,

  
	
   

  	
  a national banking association

  
	
   

  	
   

  
	
   

  	
  By:

  	
    
  /s/ Bradley J. Brummund

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  
						



 


6

















 


FOURTH AMENDMENT TO THE


 


AMENDED AND
RESTATED CONSTRUCTION LOAN AGREEMENT


 


EXHIBIT
“A”


 


FORM OF
FIRST AMENDMENT TO AMENDED, RESTATED AND EXPANDED MORTGAGE


 


[SEE THE ATTACHED]


 


7

















 


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


 


FIRST AMENDMENT


TO AMENDED, RESTATED AND EXPANDED MORTGAGE


 


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


 


RECITALS


 


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


 


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


 


1

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3.             Agreement
Remains in Effect.  Except as
expressly provided herein or in the Fourth Amendment to Loan Agreement, all
terms and provisions of the Amended & Restated 


 


2

















 


Mortgage shall remain unchanged and in full force and effect and are
hereby ratified and confirmed.  No
amendment contained in this First Amendment shall be construed to amend or
waive any obligation of the Borrower under the Amended & Restated
Mortgage or any provision of any of the other Loan Documents, except to the
extent of the specific amendment referenced herein.  No delay or omission by the Bank in
exercising any power, right, or remedy shall impair such power, right, or
remedy or be construed as a waiver thereof or an acquiescence therein, and no
single or partial exercise of any such power, right, or remedy shall preclude
other or further exercise thereof or the exercise of any other power, right, or
remedy under the Amended & Restated Mortgage or any other Loan
Documents, or otherwise.


 


4.             Successors and
Assigns.  This First Amendment is
binding upon and shall inure to the benefit of Borrower and Bank and their
respective successors and interests and permitted assigns.


 


5.             Headings.  The headings, captions and arrangements used
in this First Amendment are for convenience only and shall not affect the
interpretation of this First Amendment.


 


6.             Counterparts.  This First Amendment may be executed in one
or more counterparts, any one of which need not contain the signatures of more
than one party, but all such counterparts taken together will constitute one
and the same instrument.  A facsimile
signature (or signatures sent by electronic mail in .pdf format) will be deemed
an original signature.


 


IN WITNESS
WHEREOF, Borrower has executed this First Amendment as of the date and year
first above written.


 


 


	
   

  	
  “Borrower”

  
	
   

  	
   

  
	
   

  	
  LSCP, LLLP,

  
	
   

  	
  an Iowa limited liability limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Little Sioux Corn Processors, L.L.C.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen G. Roe

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  President

  
					



 


3

















 


	
   

  	
  “Bank”

  
	
   

  	
   

  
	
   

  	
  FIRST NATIONAL BANK OF OMAHA,

  
	
   

  	
  a national banking association

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Bradley J. Brummund

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
  STATE OF

  	
  Iowa

  	
  )

  	
   

  
	
   

  	
  ) ss.

  	
   

  
	
  COUNTY OF

  	
  Cherokee

  	
  )

  	
   

  
								



 


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


 


 


	 
	
   

  	
  /s/ Sonia Jones

  	 

	 
	
   

  	
  Notary Public

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STATE OF

  	
  Nebraska

  	
  )

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ) ss.

  	
   

  	
   

  	
   

  
	
  COUNTY OF

  	
  Douglas

  	
  )

  	
   

  	
   

  	
   

  
											



 


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


 


 


	
   

  	
  /s/ Kiley Drog

  
	
   

  	
  Notary Public

  



 


4

















 


EXHIBIT
“A”


 


Legal
Description of the Property


 


Legal Description of Tract 1


 


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


 


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


 


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


 


Legal Description of Tract 2


 


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


 


Commencing at the Southeast corner of the fractional Northeast Quarter
of the Northeast Quarter of Section 2; thence S 89°48’24” W (bearing
assumed with all subsequent bearings referenced there from) along the South
line of North Half of the Northeast Quarter of Section 2 for a distance of
55.00 feet to the point of beginning; thence continuing S 89°48’24” W along the
South line of the North half of the Northeast Quarter for a distance of
2,598.96 feet to the Southwest corner of fractional Northwest Quarter of the
Northeast Quarter of Section 2; thence N 00°28’10” E along the West line
of the fractional Northwest Quarter of the Northeast Quarter of Section 2
for a distance of 899.57 feet to the Southerly right of way line of the
Chicago, Central and Pacific Railroad Company; thence S 77°32’41” E along the
said right of way line of the Chicago, Central and Pacific Railroad Company for
a distance of 2,656.32 feet to the West right of way line of F Avenue; thence S
00°24’06” W along said West right of way line of F Avenue for a distance of
317.87 feet to the point of beginning.


 


Said tract contains 36.31 acres more or less.


 


5

















 


Legal Description of Tract 3


 


A tract of land in the Northeast Quarter of
the Northwest Quarter (NE 1⁄4 NW 1⁄4) and the Northwest Quarter of the Northwest
Quarter (NW 1⁄4 NW 1⁄4) of Section 2, Township 92 North, Range 42 West of the
5th P.M., Cherokee County, Iowa, more particularly described as
follows:  Beginning at the Northeast Corner
of the NW 1⁄4 of said Section 2; thence South 89°19’10” West (bearing
assumed with all subsequent bearings referenced therefrom) along the North line
of said NW1⁄4 of Section 2 for a distance of 1,759.48 feet; thence South
77°32’41” East along the Northerly right of way line of the Chicago, Central &
Pacific Railroad for a distance of 1,798.33 feet; thence North 00°28’10” East,
along the East line of said NW1⁄4  of Section 2
for a distance of 408.78 feet to the Point of Beginning.


 


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


 


6

















 


FOURTH AMENDMENT TO THE


 


AMENDED AND
RESTATED CONSTRUCTION LOAN AGREEMENT


 


EXHIBIT
“B”


 


FORM OF
OPERATING NOTE


 


[SEE THE ATTACHED]


 

















 


OPERATING NOTE


 


	
  $10,000,000.00

  	
   

  	
  June 1, 2008

  
	
   

  	
   

  	
  Omaha, Nebraska

  



 


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


 


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


 


This Operating
Note (this “Operating Note”) is an extension of the Operating Note dated April 30,
2008 and attached as Exhibit “G” to that certain Amended and Restated
Construction Loan Agreement, dated April 5, 2007, by and between the
Borrower and the Bank (the “Initial Loan Agreement”), as amended by that
certain First Amendment to Amended and Restated Construction Loan Agreement
dated as of January 31, 2008 (the “First Amendment”), as further amended
by that certain Second Amendment to the Amended and Restated Construction Loan
Agreement dated as of March 31, 2008 (the “Second Amendment”), as further
amended by that certain Third Amendment to the Amended and Restated
Construction Loan Agreement dated as of April 30, 2008 (the “Third
Amendment”) and as further amended by that certain Fourth Amendment to the
Amended and Restated Construction Loan Agreement dated as of June 1, 2008
(the “Fourth Amendment”) (each as amended, supplemented, or otherwise modified
from time to time, the Initial Loan Agreement, the First Amendment, the Second
Amendment, the Third Amendment, and the Fourth Amendment are herein referred to
collectively as the “Loan Agreement”), the terms and conditions of which are
incorporated herein by this reference. 
All references to the Operating Note in the Loan Agreement or in any of
the other Loan Documents, shall be deemed for all purposes to be a reference to
this Operating Note. This Operating Note is entitled to the benefits and
security set forth in the Loan Documents, including, but not limited to, the
Security Agreement, the Mortgage, the Assignment of Rents and Leases and the
Guaranty.  In the event of a conflict or
inconsistency between the terms of this Operating Note and the Loan Agreement,
the terms and provisions of the Loan Agreement shall govern.  Capitalized terms not otherwise defined in
this Operating Note which are defined in the Loan Agreement shall have the
meanings ascribed thereto in the Loan Agreement.


 


The Loan
Agreement, among other things, contains (i) enumerated Events of Default, (ii) provisions
for acceleration of the maturity of this Operating Note upon the happening of
certain stated events, (iii) provisions for prepayments of the Principal
Amount of this Operating Note 


 


1

















 


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


 


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


 


Borrower
acknowledges that the obligations evidenced by this Operating Note are for
business purposes only and are not an extension of consumer or individual
credit.


 


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


 


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


 


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


 


Time is of the
essence as to each and every date and each and every obligation of the Borrower
set forth in this Operating Note.


 


[SIGNATURE
PAGE FOLLOWS]


 


2

















 


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


 


	
   

  	
  “Borrower”

  
	
   

  	
   

  
	
   

  	
  LSCP, LLLP,

  
	
   

  	
  an Iowa limited liability limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Little Sioux Corn Processors, L.L.C.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen G. Roe

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  President

  
						



 


3

















 


FOURTH AMENDMENT TO THE


 


AMENDED AND
RESTATED CONSTRUCTION LOAN AGREEMENT


 


EXHIBIT
“C”


 


FORM OF
EXTENSION EXISTING SWAP NOTE


 


[SEE THE ATTACHED]


 
















 


AMENDED AND EXTENDED TERM NOTE 2


 


	
  Note Date:

  	
  June 1, 2008

  	
  $9,058,774.46

  
	
  Maturity Date:

  	
  July 20, 2008

  	
   

  



 


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


 


This promissory note is executed pursuant to a Construction Loan
Agreement (“CONSTRUCTION LOAN AGREEMENT”) between BORROWER and BANK dated as of
July 25, 2002, which together with all amendments thereto, is collectively
called the “AGREEMENT.”  All capitalized
terms not otherwise defined in this note shall have the meanings provided in
the AGREEMENT.


 


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


 


REPAYMENT TERMS.  Interest on the outstanding principal balance
shall be due and payable quarterly, in arrears, with the first payment
commencing on June 1, 2008.  In all
events, the entire outstanding principal balance, together with all accrued and
unpaid interest, shall be immediately due and payable in full on July 20,
2008.


 


PREPAYMENT. 
The BORROWER may prepay this promissory note in
full or in part at any time.  Provided,
however, a condition of any prepayment is that a fee shall be paid to BANK
sufficient to make BANK whole for any expenses related to breaking fixed
interest rates.  Each prepayment may be
applied in inverse order of maturity or as the BANK in its sole discretion may
deem appropriate.  Such prepayment shall
not excuse the BORROWER from making subsequent payments each quarter until the
indebtedness is paid in full.  No payment
of EXCESS CASH FLOW shall be the cause of a payment to BANK for interest rate
breakage fees or otherwise result in any prepayment fee.


 


ADDITIONAL TERMS AND CONDITIONS. The
AGREEMENT, and any amendments or substitutions, contains additional terms and
conditions, including default and acceleration provisions, which are incorporated
into this promissory note by reference. 
The BORROWER agrees to pay all costs of collection, including reasonable
attorney’s 


 


1

















 


fees and legal expenses incurred by the BANK if this promissory note is
not paid as provided above.  This
promissory note shall be governed by the substantive laws of the State of
Nebraska.


 


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


 


	
   

  	
  LSCP, LLLP, an Iowa Limited Partnership

  
	
   

  	
  By Little Sioux Corn Processors, L.L.C. Its

  
	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen G. Roe

  
	
   

  	
                                         ,
  President of

  Little Sioux Corn Processors, L.L.C.

  



 


 


	
  STATE OF IOWA

  	
  )

  
	
   

  	
  ) ss.

  
	
  COUNTY OF IOWA

  	
  )

  



 


On this 1st day of June, 2008, before me, the undersigned, a
Notary Public, personally appeared Stephen Roe, President of Little Sioux Corn
Processors, L.L.C., General Partner of LSCP, LLLP, on behalf of said entity,
who executed the foregoing instrument, and acknowledged that he executed the
same as his voluntary act and deed.


 


 


	
   

  	
  /s/ Sonia Jones

  	
   

  
	
   

  	
  Notary Public

  	
   

  
				



 


2

















 


FOURTH AMENDMENT TO THE


 


AMENDED AND
RESTATED CONSTRUCTION LOAN AGREEMENT


 


EXHIBIT
“D”


 


FORM OF
EXTENSION EXISTING VARIABLE RATE NOTE


 


[SEE THE ATTACHED]


 

















 


AMENDED AND EXTENDED TERM NOTE 3(variable
rate)


 


	
  Note Date:

  	
  June 1, 2008

  	
  $2,554,559.56

  
	
  Maturity Date:

  	
  July 20, 2008

  	
   

  



 


FOR VALUE RECEIVED, LSCP, LLLP, an Iowa
limited liability limited partnership (“LSCP, LLLP”), successor in interest to LSCP, L.P., an Iowa limited partnership (“LSCP, L.P.”), with
its principal offices in Marcus, Iowa (LSCP, LLLP and LSCP, L.P. are referred
to collectively as the “BORROWER”) promises to pay to the order of First
National Back of Omaha (“BANK”), at its principal office or such other address
as BANK or holder may designate from time to time, the principal sum of  Two Million Five Hundred Fifty-Four Thousand
Five Hundred Fifty-Nine and 56/100 Dollars ($2,554,559.56), or the amount shown
on the BANK’s records to be outstanding, plus interest (calculated on the basis
of actual days elapsed in a 360-day year) accruing each day on the unpaid
principal balance at the annual interest rates defined below.  Absent manifest error, the BANK’s records
shall be conclusive evidence of the principal and accrued interest owing
hereunder.


 


This promissory note is executed pursuant to a Construction Loan
Agreement (“CONSTRUCTION LOAN AGREEMENT”) between BORROWER and BANK dated as of
July 25, 2002, which, together will all amendments thereto, is
collectively called the “AGREEMENT.”  All
capitalized terms not otherwise defined in this note shall have the meanings
provided in the AGREEMENT.


 


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


 


REPAYMENT TERMS.  Interest and
Principal shall be due and payable in the amounts described in the AGREEMENT,
which will be applied to this Note and an additional Note, in the manner
described in the AGREEMENT.  Any
remaining principal balance, plus any accrued but unpaid interest, shall be
fully due and payable on July 20, 2008, if not sooner paid.


 


PREPAYMENT. 
The BORROWER may prepay this promissory note in
full or in part at any time.  Provided,
however, a condition of any prepayment is that a fee shall be paid to BANK
sufficient to make BANK whole for any expenses related to breaking fixed
interest rates.  Each prepayment may be
applied in inverse order of maturity or as the BANK in its sold discretion may
deem appropriate.  Such prepayment shall
not excuse the BORROWER from making subsequent payments each quarter until the
indebtedness is paid in full.  No payment
of EXCESS CASH FLOW shall be the cause of a payment to BANK for interest rate
breakage fees or otherwise result in any prepayment fee.


 


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


 


1

















 


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


 


 


	
   

  	
  LSCP, LLLP, an Iowa Limited Partnership

  
	
   

  	
  By Little Sioux Corn Processors, L.L.C. Its

  
	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen G. Roe

  
	
   

  	
                                         ,
  President of Little Sioux Corn

  Processors, L.L.C.

  



 


 


	
  STATE OF IOWA

  	
  )

  
	
   

  	
  ) ss.

  
	
  COUNTY OF IOWA

  	
  )

  



 


On this 1st day of June, 2008, before me, the undersigned, a
Notary Public, personally appeared Stephen Roe, President of Little Sioux Corn
Processors, L.L.C., General Partner of LSCP, LLLP, on behalf of said entity,
who executed the foregoing instrument, and acknowledged that he executed the
same as his voluntary act and deed.


 


 


	
   

  	
  /s/ Sonia Jones

  	
   

  
	
   

  	
  Notary Public

  	
   

  
				



 


2

















 


FOURTH AMENDMENT TO THE


 


AMENDED AND
RESTATED CONSTRUCTION LOAN AGREEMENT


 


EXHIBIT
“E”


 


FORM OF
EXTENSION EXISTING LONG TERM REVOLVING NOTE


 


[SEE THE ATTACHED]


 

















 


AMENDED AND EXTENDED TERM NOTE 4 (with
reducing revolver feature)


 


	
  Note Date:

  	
  June 1, 2008

  	
  $5,000,000.00

  
	
  Maturity Date:

  	
  July 20, 2008

  	
   

  



 


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


 


This promissory note is executed pursuant to a Construction Loan
Agreement (“CONSTRUCTION LOAN AGREEMENT”) between BORROWER and BANK dated as of
July 25, 2002, which, together will all amendments thereto, is
collectively called the “AGREEMENT.”  All
capitalized terms not otherwise defined in this note shall have the meanings
provided in the AGREEMENT.


 


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


 


REVOLVING FEATURE.  The BORROWER may reborrow, on a revolving
basis, that principal amount repaid on this promissory note which remains at a
variable interest rate.  Pursuant to this
revolving loan feature the BANK will lend the BORROWER, from time to time until
maturity of this note such sums in integral multiples of $10,000.00 as the
BORROWER may request by reasonable same day notice to the BANK not later than
11:00 A.M. on Friday, or the next BUSINESS DAY thereafter, each week but
which shall not exceed in the aggregate principal amount at any one time
outstanding, $5,000,000.00.  The BORROWER
may borrow, repay and reborrow hereunder, from the date of this AGREEMENT until
the maturity of this note, said amount or any lesser sum which is $10,000.00 or
an integral multiple thereof.  Following
repayment of AMENDED AND EXTENDED TERM NOTE 3, when regular quarterly principal
payments are applied to this note, the amount available to be borrowed under
the revolving loan feature will be correspondingly reduced, so that the maximum
amount outstanding under this promissory note will decrease accordingly.


 


REPAYMENT TERMS.  Interest and
Principal shall be due and payable in the amounts described in the AGREEMENT,
which will be applied to this Note and an additional Note, in the manner
described in the AGREEMENT.  Any
remaining principal balance, plus any accrued but unpaid interest, shall be
fully due and payable on July 20, 2008, if not sooner paid.


 


1

















 


PREPAYMENT. 
The BORROWER may prepay this promissory note in
full or in part at any time.  Provided,
however, a condition of any prepayment is that a fee shall be paid to BANK
sufficient to make BANK whole for any expenses related to breaking fixed
interest rates.  Each prepayment may be
applied in inverse order of maturity or as the BANK in its sold discretion may
deem appropriate.  Such prepayment shall
not excuse the BORROWER from making subsequent payments each quarter until the
indebtedness is paid in full.  No payment
of EXCESS CASH FLOW shall be the cause of a payment to BANK for interest rate
breakage fees or otherwise result in any prepayment fee.


 


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


 


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


 


 


	
   

  	
  LSCP, LLLP, an Iowa Limited Partnership

  
	
   

  	
  By Little Sioux Corn Processors, L.L.C. Its

  
	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen G. Roe

  
	
   

  	
                                         ,
  President of Little Sioux Corn

  Processors, L.L.C.

  



 


	
  STATE OF IOWA

  	
  )

  
	
   

  	
  ) ss.

  
	
  COUNTY OF IOWA

  	
  )

  



 


On this 1st day of June, 2008, before me, the undersigned, a
Notary Public, personally appeared Stephen Roe, President of Little Sioux Corn
Processors, L.L.C., General Partner of LSCP, LLLP, on behalf of said entity,
who executed the foregoing instrument, and acknowledged that he executed the
same as his voluntary act and deed.


 


 


	
   

  	
  /s/ Sonia Jones

  	
   

  
	
   

  	
  Notary Public

  	
   

  
				



 


2

















 


FOURTH AMENDMENT TO THE


 


AMENDED AND
RESTATED CONSTRUCTION LOAN AGREEMENT


 


EXHIBIT
“F”


 


REAFFIRMATION OF GUARANTY


 


[SEE THE ATTACHED]


 

















 


REAFFIRMATION OF GUARANTY


 


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


 


Dated as of June 1, 2008.


 


 


	
   

  	
  “Guarantor”

  
	
   

  	
   

  
	
   

  	
  Little Sioux Corn Processors, L.L.C.,

  
	
   

  	
  an Iowa limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen G. Roe

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Stephen G.
  Roe

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  President

  
					



 


4
















 


FIFTH AMENDMENT TO THE


AMENDED AND RESTATED CONSTRUCTION LOAN AGREEMENT


 


This Fifth Amendment to the
Amended and Restated Construction Loan Agreement (the “Fifth Amendment”) is
made and entered into effective as of the 20th day of July 2008
(“Effective Date”), by and between LSCP, LLLP, an
Iowa limited liability limited partnership (“LSCP, LLLP”), successor in
interest to LSCP, L.P., an Iowa limited partnership (“LSCP, L.P.”), with its
principal offices in Marcus, Iowa (LSCP, LLLP and LSCP, L.P. are referred to
collectively as the “Borrower”), and FIRST NATIONAL BANK OF
OMAHA, a national banking association with principal offices in
Omaha, Nebraska (the “Bank”).


 


WHEREAS, the Bank and
Borrower have entered into that certain Amended and Restated Construction Loan
Agreement dated as of April 5, 2007 (the “Initial Loan Agreement”), as
amended by (i) that certain First Amendment to Amended & Restated
Construction Loan Agreement dated as of January 31, 2008 (the “First
Amendment”), (ii) that certain Second Amendment to Amended and Restated
Construction Loan Agreement dated as of March 31, 2008 (the “Second
Amendment”), (iii) that certain Third Amendment to Amended and Restated
Construction Loan Agreement dated as of April 30, 2008 (the “Third
Amendment”), and (iv) that certain Fourth Amendment to Amended and
Restated Construction Loan Agreement dated as of June 1, 2008 (the “Fourth
Amendment”) (the Initial Loan Agreement as amended by the First Amendment, the
Second Amendment, the Third Amendment, and the Fourth Amendment are herein
collectively referred to as the “Loan Agreement”); and


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


“Amended Existing Swap Note” means that
certain Amended and Restated Existing Swap Note executed by Borrower for the
benefit of the Bank dated as of July 20, 2008.


 


“Completion Date” means the earlier to
occur of (i) October 20, 2008 or (ii) the date the construction
of the Project is completed.


 


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


 


3.                                       Existing Swap
Note.


 


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


 

















 


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


 


b.              Section 2.01(b).  The parties agree that Section 2.01(b) of
the Loan Agreement is hereby deleted in its entirety and replaced with the
following:


 


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


 


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


 


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


 


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


 


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


 


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


 


5.             Reaffirmation of Guaranty.  Upon the execution hereof, the Borrower shall
deliver to the Bank a Reaffirmation of Guaranty duly executed by the Guarantor
in the form attached hereto as Exhibit “E” and incorporated herein by this
reference.


 

















 


6.             Ratification of Loan Agreement;
No Waiver.  The Borrower and Bank
agree that, except as expressly provided in this Fifth Amendment, all terms and
provisions of the Agreement, including, but not limited to, the financial
covenants set forth in the Agreement, and all other Loan Documents shall remain
unchanged and in full force and effect and are hereby ratified and
confirmed.  No amendment contained in this
Fifth Amendment shall be construed to amend or waive any obligation of the
Borrower under the Agreement or any provision of any of the Loan Documents,
except to the extent of the specific amendment referenced herein.  No delay or omission by the Bank in exercising
any power, right, or remedy shall impair such power, right, or remedy or be
construed as a waiver thereof or an acquiescence therein, and no single or
partial exercise of any such power, right, or remedy shall preclude other or
further exercise thereof or the exercise of any other power, right, or remedy
under the Agreement or any other Loan Documents, or otherwise.


 


7.             Authorization.  By execution hereof, the undersigned
representative of the Borrower hereby represents and warrants that (i) he
is an Authorized Person of the Borrower, (ii) the execution, delivery and
performance of this Fifth Amendment is, and has been, duly authorized, approved
and ratified by all required partnership or company action of the Borrower and
the General Partner, and (iii) the amendments specifically referenced
herein reflect all of the amendments being requested by the Borrower relating
to the terms and provisions of the Loan Agreement and the other Loan Documents.


 


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


 


9.             Submission to
Jurisdiction; Venue.  The Borrower
hereby submits to the jurisdiction of any state or federal court sitting in
Omaha, Nebraska, in any action or proceeding arising out of or relating to this
Fifth Amendment and agrees that all claims in respect of the action or
proceeding may be heard and determined in any such court.  The Borrower also agrees not to bring any
action or proceeding arising out of or relating to this Fifth Amendment, the
Agreement, or any of the other Loan Documents, in any other court.  The Borrower waives any defense of
inconvenient forum to the maintenance of any action or proceeding so brought
and waives any bond, surety, or other security that might be required of the
Bank.  The Borrower agrees that a final
judgment in any action or proceeding so brought shall be conclusive and may be
enforced by suit on the judgment or in any other manner provided by law or at
equity.  The Borrower hereby waives any
rights it or they may have to transfer or change the venue of any suit, action
or other proceeding brought against the Borrower by the Bank in accordance with
this paragraph or in connection with this Fifth Amendment, the Agreement or any
other Loan Documents.


 


10.           Costs
and Expenses.  The Borrower agrees to pay on demand
all costs and expenses of the Bank in connection with the preparation,
execution and delivery of this Fifth Amendment, including, without
limitation, the cost for any title insurance endorsements or additional
premiums and the reasonable fees and out-of-pocket expenses of outside counsel
for the Bank with respect thereto.


 

















 


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


 


12.           CREDIT AGREEMENT.  A CREDIT AGREEMENT MUST BE IN WRITING TO BE
ENFORCEABLE UNDER NEBRASKA LAW.  TO
PROTECT YOU AND US FROM ANY MISUNDERSTANDINGS OR DISAPPOINTMENTS, ANY CONTRACT,
PROMISE, UNDERTAKING, OR OFFER TO FORBEAR REPAYMENT OF MONEY OR TO MAKE ANY
OTHER FINANCIAL ACCOMMODATION IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR
EXTENSION OF CREDIT, OR ANY AMENDMENT OF, CANCELLATION OF, WAIVER OF, OR
SUBSTITUTION FOR ANY OR ALL OF THE TERMS OR PROVISIONS OF ANY INSTRUMENT OR
DOCUMENT EXECUTED IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION
OF CREDIT, MUST BE IN WRITING TO BE EFFECTIVE.


 


13.           Counterparts.  This Fifth Amendment may be executed in one
or more counterparts, any one of which need not contain the signatures of more
than one party, but all such counterparts taken together will constitute one
and the same instrument.  A facsimile
signature (or signatures sent by electronic mail in .pdf format) will be deemed
an original signature.


 


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


 


	
   

  	
  “Borrower”

  
	
   

  	
   

  
	
   

  	
  LSCP,
  LLLP,

  
	
   

  	
  an
  Iowa limited liability limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Little
  Sioux Corn Processors, L.L.C.,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen G. Roe

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  President

  



 

















 


	
   

  	
  “Bank”

  
	
   

  	
   

  
	
   

  	
  FIRST
  NATIONAL BANK OF OMAHA,

  
	
   

  	
  a
  national banking association

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bradley J. Brummund

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  
						



 

















 


FIFTH AMENDMENT TO THE


 


AMENDED AND RESTATED
CONSTRUCTION LOAN AGREEMENT


 


EXHIBIT “A”


 


Amended Existing Swap Note


 


 [SEE
THE ATTACHED]


 

















 


AMENDED
AND RESTATED


 


EXISTING
SWAP NOTE


 


	
  $9,058,774.46

  	
   

  	
  July, 20, 2008

  
	
   

  	
   

  	
  Omaha, Nebraska

  



 


FOR VALUE RECEIVED, the
undersigned, LSCP, LLLP, an Iowa limited liability limited partnership  (the “Borrower”), HEREBY PROMISES TO PAY to the order of
FIRST NATIONAL BANK OF OMAHA, a national banking association (the “Bank”), at
its principal office located at 1620 Dodge Street, STOP 1050, Omaha, Nebraska
68197, in lawful money of the United States and in immediately available funds,
the principal amount of Nine Million Fifty Eight Thousand Seven Hundred Seventy
Four and 46/100ths Dollars ($9,058,774.46) 
(the “Principal Amount”).


 


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


 


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



 

















 


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


 


This Amended and Restated
Existing Swap Note is given in modification, replacement and restatement of,
but not extinguishment of, the unpaid indebtedness evidenced by the Existing
Swap Note.  This Amended and Restated
Existing Swap Note modifies and replaces, but does not repay said Existing Swap
Note, and all indebtedness formerly evidenced by the Existing Swap Note and
unpaid on the date hereof shall now be evidenced by this Amended and Restated
Existing Swap Note, and as of the date hereof, the Existing Swap Note shall no
longer evidence said outstanding indebtedness. 
This Amended and Restated Existing Swap Note shall not be considered to
be a novation of the Existing Swap Note as this Amended and Restated Existing
Swap Note evidences the same indebtedness and is secured by the same
collateral.


 


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


 


The occurrence of any Event
of Default enumerated in the Loan Agreement or any of the other Loan Documents
shall constitute an Event of Default under this Amended and Restated Existing
Swap Note.  Upon any such Event of
Default, the Bank shall have any and all remedies provided in the Loan
Agreement or any of the other Loan Documents, including but not limited to the
right, but not the obligation, to accelerate the due date of this Amended and
Restated Existing Swap Note and declare all obligations set forth herein
immediately due and payable, and such other remedies as are provided by
law.  No failure to exercise, and no delay
in exercising, any rights hereunder on the part of the Bank shall operate as a
waiver of such rights.


 


The Borrower acknowledges
that the Obligations evidenced by this Amended and Restated Existing Swap Note
are for business purposes only and are not an extension of consumer or
individual credit.


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


 


	
   

  	
  “Borrower”

  
	
   

  	
   

  
	
   

  	
  LSCP,
  LLLP,

  
	
   

  	
  an
  Iowa limited liability limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Little
  Sioux Corn Processors, L.L.C.,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen G. Roe

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  President

  



 

















 


SCHEDULE I


 


Principal Payments


 


[See the Attached]


 

















 


Schedule I to Amended and Restated Existing Swap Note


 


AMORTIZATION SCHEDULE – Normal Amortization, 360 Day Year


 


	
  #

  	
   

  	
  Date

  	
   

  	
  Principal

  	
   

  
	
  1

  	
   

  	
   

  	
  9/1/2008

  	
   

  	
  452,938.72

  	
   

  
	
  2

  	
   

  	
   

  	
  12/1/2008

  	
   

  	
  452,938.72

  	
   

  
	
  2008 Totals

  	
   

  	
   

  	
   

  	
   

  	
  905,877.44

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
   

  	
  3/1/2009

  	
   

  	
  452,938.72

  	
   

  
	
  4

  	
   

  	
   

  	
  6/1/2009

  	
   

  	
  452,938.72

  	
   

  
	
  5

  	
   

  	
   

  	
  9/1/2009

  	
   

  	
  452,938.72

  	
   

  
	
  6

  	
   

  	
   

  	
  12/1/2009

  	
   

  	
  452,938.72

  	
   

  
	
  2009 Totals

  	
   

  	
   

  	
   

  	
   

  	
  1,811,784.88

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
   

  	
  3/1/2010

  	
   

  	
  452,938.72

  	
   

  
	
  8

  	
   

  	
   

  	
  6/1/2010

  	
   

  	
  452,938.72

  	
   

  
	
  9

  	
   

  	
   

  	
  9/1/2010

  	
   

  	
  452,938.72

  	
   

  
	
  10

  	
   

  	
   

  	
  12/1/2010

  	
   

  	
  452,938.72

  	
   

  
	
  2010 Totals

  	
   

  	
   

  	
   

  	
   

  	
  1,811,754.88

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11

  	
   

  	
   

  	
  3/1/2011

  	
   

  	
  452,938.72

  	
   

  
	
  12

  	
   

  	
   

  	
  6/1/2011

  	
   

  	
  452,938.72

  	
   

  
	
  13

  	
   

  	
   

  	
  9/1/2011

  	
   

  	
  452,938.72

  	
   

  
	
  14

  	
   

  	
   

  	
  12/1/2011

  	
   

  	
  452,938.72

  	
   

  
	
  2011 Totals

  	
   

  	
   

  	
   

  	
   

  	
  1,811,754.88

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15

  	
   

  	
   

  	
  3/1/2012

  	
   

  	
  452,938.72

  	
   

  
	
  16

  	
   

  	
   

  	
  6/1/2012

  	
   

  	
  452,938.72

  	
   

  
	
  17

  	
   

  	
   

  	
  9/1/2012

  	
   

  	
  452,938.72

  	
   

  
	
  18

  	
   

  	
   

  	
  12/1/2012

  	
   

  	
  452,938.72

  	
   

  
	
  2012 Totals

  	
   

  	
   

  	
   

  	
   

  	
  1,811,754.88

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19

  	
   

  	
   

  	
  3/1/2013

  	
   

  	
  452,938.72

  	
   

  
	
  20

  	
   

  	
   

  	
  6/1/2013

  	
   

  	
  452,938.72

  	
   

  
	
  21

  	
   

  	
   

  	
  7/20/2013

  	
   

  	
  Entire
  remaining balance due

  	
   

  
	
  2013 Totals

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


FIFTH AMENDMENT TO THE


 


AMENDED AND RESTATED
CONSTRUCTION LOAN AGREEMENT


 


EXHIBIT “B”


 


Swap Note


 


[SEE THE ATTACHED]


 
















 


SWAP NOTE


 


	
  $36,500,000.00

  	
   

  	
  July 20, 2008

  
	
   

  	
   

  	
  Omaha, Nebraska

  



 


FOR VALUE
RECEIVED, the undersigned, LSCP, LLLP, an Iowa limited liability limited
partnership  (the “Borrower”), HEREBY PROMISES
TO PAY to the order of FIRST NATIONAL BANK OF OMAHA, a national banking
association (the “Bank”), at its principal office located at 1620 Dodge Street,
STOP 1050, Omaha, Nebraska 68197, in lawful money of the United States and in
immediately available funds, the principal amount of Thirty Six Million Five
Hundred Thousand and No/100ths Dollars ($36,500,000.00) (the “Principal
Amount”).


 


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


 


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


 


The Loan
Agreement, among other things, contains (i) enumerated Events of Default, (ii) provisions
for acceleration of the maturity of this Swap Note upon the happening of
certain stated events, (iii) provisions for prepayments of the principal
amount of this Swap Note prior to 


 

















 


the maturity of the Swap Note
and the prepayment fees and restrictions related thereto, and (iv) provisions
for modification or waiver of this Swap Note upon the terms and conditions
specified in the Loan Agreement.


 


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


 


The Borrower
acknowledges that the Obligations evidenced by this Swap Note are for business
purposes only and are not an extension of consumer or individual credit.


 


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


 


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


 


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


 


Time is of the
essence as to each and every date and each and every Obligation of the Borrower
set forth in this Swap Note.


 


[REMAINDER OF
PAGE INTENTIONALLY BLANK; SIGNATURE PAGE TO FOLLOW]


 

















 


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


 


	
   

  	
  “Borrower”

  
	
   

  	
   

  
	
   

  	
  LSCP, LLLP,

  
	
   

  	
  an Iowa limited liability limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Little Sioux Corn Processors, L.L.C.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
         /s/ Stephen G. Roe

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
               President

  



 

















 


Schedule I to Swap Note


 


AMORTIZATION SCHEDULE – Normal Amortization,
360 Day Year


 


	
  #

  	
   

  	
  Date

  	
   

  	
  Principal

  	
   

  
	
  1

  	
   

  	
  9/1/2008

  	
   

  	
  612,194.15

  	
   

  
	
  2

  	
   

  	
  12/1/2008

  	
   

  	
  616,441.62

  	
   

  
	
  2008 Totals

  	
   

  	
   

  	
   

  	
  1,228,635.77

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  3/1/2009

  	
   

  	
  621,046.22

  	
   

  
	
  4

  	
   

  	
  6/1/2009

  	
   

  	
  633,679.68

  	
   

  
	
  5

  	
   

  	
  9/1/2009

  	
   

  	
  654,091.59

  	
   

  
	
  6

  	
   

  	
  12/1/2009

  	
   

  	
  667,252.64

  	
   

  
	
  2009 Totals

  	
   

  	
   

  	
   

  	
  2,576,070.13

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  3/1/2010

  	
   

  	
  673,449.21

  	
   

  
	
  8

  	
   

  	
  6/1/2010

  	
   

  	
  687,148.67

  	
   

  
	
  9

  	
   

  	
  9/1/2010

  	
   

  	
  714,983.70

  	
   

  
	
  10

  	
   

  	
  12/1/2010

  	
   

  	
  722,441.51

  	
   

  
	
  2010 Totals

  	
   

  	
   

  	
   

  	
  2,798,023.09

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11

  	
   

  	
  3/1/2011

  	
   

  	
  730,367.22

  	
   

  
	
  12

  	
   

  	
  6/1/2011

  	
   

  	
  745,224.51

  	
   

  
	
  13

  	
   

  	
  9/1/2011

  	
   

  	
  772,952.73

  	
   

  
	
  14

  	
   

  	
  12/1/2011

  	
   

  	
  782,221.05

  	
   

  
	
  2011 Totals

  	
   

  	
   

  	
   

  	
  3,030,765.51

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15

  	
   

  	
  3/1/2012

  	
   

  	
  792,019.72

  	
   

  
	
  16

  	
   

  	
  6/1/2012

  	
   

  	
  808,131.17

  	
   

  
	
  17

  	
   

  	
  9/1/2012

  	
   

  	
  835,743.69

  	
   

  
	
  18

  	
   

  	
  12/1/2012

  	
   

  	
  846,973.11

  	
   

  
	
  2012 Totals

  	
   

  	
   

  	
   

  	
  3,282,867.69

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19

  	
   

  	
  3/1/2013

  	
   

  	
  858,800.55

  	
   

  
	
  20

  	
   

  	
  6/1/2013

  	
   

  	
  876,191.82

  	
   

  
	
  21

  	
   

  	
  7/20/2013

  	
   

  	
  21,848,645.44

  	
   

  
	
  2013 Totals

  	
   

  	
   

  	
   

  	
  23,583,637.81

  	
   

  



 

















 


FIFTH AMENDMENT TO THE


 


AMENDED AND RESTATED
CONSTRUCTION LOAN AGREEMENT


 


EXHIBIT
“C”


 


Variable Rate Note


 


 [SEE THE ATTACHED]


 

















 


VARIABLE RATE NOTE


 


	
  $34,054,559.56

  	
   

  	
  July 20, 2008

  
	
   

  	
   

  	
  Omaha, Nebraska

  



 


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


 


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


 


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


 

















 


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


 


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


 


The Borrower
acknowledges that the Obligations evidenced by this Variable Rate Note are for
business purposes only and are not an extension of consumer or individual
credit.


 


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


 


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


 


                THE BANK AND THE BORROWER HEREBY WAIVE TRIAL
BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER IN CONTRACT
OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS
VARIABLE RATE NOTE.  NO OFFICER OR
EMPLOYEE OF THE BANK HAS AUTHORITY TO WAIVE, CONDITION, OR MODIFY THIS
PROVISION.


 


Time is of the
essence as to each and every date and each and every Obligation of the Borrower
set forth in this Variable Rate Note.


 


[REMAINDER OF
PAGE INTENTIONALLY BLANK; SIGNATURE PAGE TO FOLLOW]


 

















 


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


 


	
   

  	
  “Borrower”

  
	
   

  	
   

  
	
   

  	
  LSCP, LLLP,

  
	
   

  	
  an Iowa limited liability limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Little Sioux Corn Processors, L.L.C.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
         /s/ Stephen G. Roe

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
               President

  



 

















 


FIFTH AMENDMENT TO THE


 


AMENDED AND
RESTATED CONSTRUCTION LOAN AGREEMENT


 


EXHIBIT
“D”


 


Long Term Revolving Note


 


[SEE THE ATTACHED]


 

















 


LONG TERM REVOLVING NOTE


 


	
  $10,000,000.00

  	
   

  	
  July 20, 2008

  
	
   

  	
   

  	
  Omaha, Nebraska

  



 


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


 


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


 


This Long Term
Revolving Note is the Long Term Revolving Note referred to in the Amended and
Restated Construction Loan Agreement, dated April 5, 2007, by and between
the Borrower and the Bank (the “Initial Loan Agreement”), as amended by that
certain First Amendment to Amended and Restated Construction Loan Agreement
dated as of January 31, 2008 (the “First Amendment”), as further amended
by that certain Second Amendment to the Amended and Restated Construction Loan
Agreement dated as of March 31, 2008 (the “Second Amendment”), as further
amended by that certain Third Amendment to the Amended and Restated
Construction Loan Agreement dated as of April 30, 2008 (the “Third
Amendment”), as further amended by that certain Fourth Amendment to the Amended
and Restated Construction Loan Agreement dated as of June 1, 2008 (the
“Fourth Amendment”), as further amended by that certain Fifth Amendment to the
Amended and Restated Construction Loan Agreement dated as of July 20, 2008
(the “Fifth Amendment”) (each as amended, supplemented, or otherwise modified
from time to time, the Initial Loan Agreement, the First Amendment, the Second
Amendment, the Third Amendment, the Fourth Amendment, and the Fifth Amendment
are herein referred to collectively as the “Loan Agreement”), the terms and
conditions of which are incorporated herein by this reference.  This Long Term Revolving Note is entitled to
the benefits and security set forth in the Loan Documents, including, but not
limited to, the Security Agreement, the Mortgage, the Assignment of Rents and
Leases and the Guaranty.  In the event of
a conflict or inconsistency between the terms of this Long Term Revolving Note
and the Loan Agreement, the terms and provisions of the Loan Agreement shall
govern.  Capitalized terms not otherwise
defined in this Long Term Revolving Note which are defined in the Loan Agreement
shall have the meanings ascribed thereto in the Loan Agreement.


 

















 


The Loan
Agreement, among other things, contains (i) enumerated Events of Default, (ii) provisions
for acceleration of the maturity of this Long Term Revolving Note upon the
happening of certain stated events, (iii) provisions for prepayments of
the principal amount of this Long Term Revolving Note prior to the maturity of
this Long Term Revolving Note, and (iv) provisions for modification or
waiver of this Long Term Revolving Note upon the terms and conditions specified
in the Loan Agreement.


 


The occurrence
of any Event of Default enumerated in the Loan Agreement or any of the other
Loan Documents shall constitute an Event of Default under this Long Term
Revolving Note.  Upon any such Event of
Default, the Bank shall have any and all remedies provided in the Loan
Agreement or any of the other Loan Documents, including but not limited to the
right, but not the obligation, to accelerate the due date of this Long Term
Revolving Note and declare all obligations set forth herein immediately due and
payable, and such other remedies as are provided by law.  No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the Bank shall operate as a
waiver of such rights.


 


The Borrower
acknowledges that the Obligations evidenced by this Long Term Revolving Note
are for business purposes only and are not an extension of consumer or
individual credit.


 


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


 


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


 


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


 


Time is of the
essence as to each and every date and each and every Obligation of the Borrower
set forth in this Long Term Revolving Note.


 


[REMAINDER OF
PAGE INTENTIONALLY BLANK; SIGNATURE PAGE TO FOLLOW]


 

















 


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


 


	
   

  	
  “Borrower”

  
	
   

  	
   

  
	
   

  	
  LSCP, LLLP,

  
	
   

  	
  an Iowa limited liability limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Little Sioux Corn Processors, L.L.C.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
         /s/ Stephen G. Roe

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
               President

  



 

















 


FIFTH AMENDMENT TO THE


 


AMENDED AND
RESTATED CONSTRUCTION LOAN AGREEMENT


 


EXHIBIT
“E”


 


Reaffirmation of Guaranty


 


[SEE THE ATTACHED]


 

















 


REAFFIRMATION OF GUARANTY


 


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


 


Dated as of July 20, 2008.


 


 


	
   

  	
  “Guarantor”

  
	
   

  	
   

  
	
   

  	
  Little Sioux Corn Processors, L.L.C.,

  
	
   

  	
  an Iowa limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Stephen Roe

  	 

	
   

  	
   

  
	
   

  	
  Name:

  	
  Stephen Roe

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  President