Exhibit
10.5


 


REFINANCE TERM LOAN NOTE


 


	
  $20,000,000

  	
   

  	
  August
  10, 2007

  
	
   

  	
   

  	
  Fargo,
  North Dakota

  



 


FOR
VALUE RECEIVED, the undersigned, Great Plains Ethanol, LLC, d/b/a POET
Biorefining - Chancellor, a South  Dakota limited liability company (“Borrower”),  hereby promises to pay to the order of
AgCountry Farm Credit Services, FLCA (together with any subsequent holder
hereof, “Lender”)  or its successors and assigns, at Post Office
Box 6020, 1900 44th Street South, Fargo, North Dakota 58108, (a) on the
Refinance Term Loan Maturity Date (as defined in the Master Credit Agreement
between Borrower and Lender dated as of August 10, 2007 and the First
Supplement to the Master Credit Agreement (Refinance Term Loan) between
Borrower and Lender dated the same date (as the same may be amended, restated,
supplemented or otherwise modified from time to time), collectively known as
the “Credit Agreement”),  the principal sum of Twenty Million and No/100)
Dollars ($20,000,000.00) or so much of the unpaid principal amount of the Refinance
Term Loan (as defined in the Credit Agreement) as has advanced by Lender to
Borrower pursuant to the Credit Agreement, and (b) on each date specified in
the Credit Agreement prior to the Refinance Term Loan Maturity Date, the
principal amount of the Refinance Term Loan payable to Lender on such date as
specified therein, in lawful money of the United States of America in
immediately available funds, and to pay interest from the Closing Date on the
unpaid principal amount thereof from time to time outstanding, in like funds,
at said office, at the rate or rates per annum and payable on such dates as
provided in the Credit Agreement. Borrower also promises to pay Default
Interest (as defined in the Credit Agreement), on demand, on the terms and
conditions set forth in the Credit Agreement. In addition, should legal action
or an attorney-at-law be utilized to collect any amount due hereunder, Borrower
further promises to pay all costs of collection, including the reasonable
attorneys’ fees of Lender.


 


All
borrowings evidenced by this Refinance Term Loan Note and all payments and
prepayments of the principal hereof and the date thereof shall be recorded by
Lender in its internal records; provided, that the failure of Lender to
make such a notation or any error in such notation will not affect the
obligations of Borrower to make the payments of principal and interest in
accordance with the terms of this Refinance Term Loan Note and the Credit
Agreement.


 


This
Refinance Term Loan Note is issued in connection with, and is entitled to the
benefits of; the Credit Agreement which, among other things, contains
provisions for the acceleration of the maturity hereof upon the happening of
certain events, all upon the terms and conditions therein specified.


 


THIS
REFINANCE TERM LOAN NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NORTH DAKOTA AND ANY APPLICABLE LAWS OF THE UNITED
STATES OF AMERICA.


 


	
   

  	
  GREAT  PLAINS ETHANOL, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Darrin Ihnen

  	
   

  
	
   

  	
  Name:
  Darrin Ihnen

  
	
   

  	
  Title:
  President

  



 

















 


REVOLVING CREDIT NOTE


 


	
  $15,000,000

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


FOR VALUE RECEIVED, the undersigned, GREAT PLAINS ETHANOL, LLC, d/b/a
POET Biorefining - Chancellor,
a South Dakota limited liability company (“Borrower”), hereby
promises to pay to the order of AgCountry Farm Credit Services, FLCA (together
with any subsequent holder hereof, “Lender”)
or its successors arid assigns, at Post Office Box 6020, 1900 44th Street
South, Fargo, North Dakota 58108, (a) on the Revolving Facility Maturity Date
(as defined in the Master Credit Agreement between Borrower and Lender dated as
of August 10, 2007 and the Second Supplement to the Master Credit Agreement
(Revolving Facility) between Borrower and Lender dated the same date (as the
same may be amended, restated, supplemented or otherwise modified from time to
time), collectively known as the “Credit Agreement”), the principal sum of Fifteen
Million and No/100 Dollars ($15,000,000.00) or so much of the unpaid principal
amount of the Revolving Facility (as defined in the Credit Agreement) as has
advanced by Lender to Borrower pursuant to the Credit Agreement, and (b) on
each date specified in the Credit Agreement prior to the Revolving Facility
Maturity Date, the principal amount of the Revolving Loans payable to Lender on
such date as specified therein, in lawful money of the United States of America
in immediately available funds, and to pay interest from the Closing Date on
the unpaid principal amount thereof from time to time outstanding, in like
funds, at said office, at the rate or rates per annum and payable on such dates
as provided in the Credit Agreement. Borrower also promises to pay Default
Interest (as defined in the Credit Agreement), on demand, on the terms and
conditions set forth in the Credit Agreement. In addition, should legal action
or an attorney-at-law be utilized to collect any amount due hereunder, Borrower
further promises to pay all costs of collection, including the reasonable
attorneys’ fees of Lender.


 


All borrowings evidenced by this Revolving Credit Note and all payments
and prepayments of the principal hereof and the date thereof shall be recorded
by Lender in its internal records; provided, that the failure of Lender
to make such a notation or any error in such notation will not affect the obligations
of Borrower to make the payments of principal and interest in accordance with
the terms of this Revolving Credit Note and the Credit Agreement.


 


This Revolving Credit Note is issued in connection with, and is
entitled to the benefits of; the Credit Agreement which, among other things,
contains provisions for the acceleration of the maturity hereof upon the
happening of certain events, all upon the terms and conditions therein
specified.


 


THIS REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NORTH DAKOTA AND ANY APPLICABLE LAWS OF THE UNITED
STATES OF AMERICA.


 


	
   

  	
  GREAT  PLAINS ETHANOL, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Darrin Ihnen

  	
   

  
	
   

  	
  Name:
  Darrin Ihnen

  
	
   

  	
  Title:
  President

  



 

















 


2007 EXPANSION LOAN


NOTE


 


	
  $70,000,000

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


FOR VALUE RECEIVED, the undersigned, Great Plains Ethanol, LLC, d/b/a
POET Biorefining - Chancellor, a South Dakota limited liability company (“Borrower”), hereby promises to pay
to the order of AgCountry Farm Credit Services, FLCA (together with any
subsequent holder hereof, “Lender”) or its successors and assigns, at Post
Office Box 6020, 1900 44th Street South, Fargo, North Dakota 58108, (a) on the
2007 Expansion Loan Maturity Date (as defined in the Master Credit Agreement between
Borrower and Lender dated as of August 10,
2007 and the Third Supplement to the Master Credit Agreement (2007
Expansion Loan Facility) between Borrower and Lender dated the same date (as
the same may be amended, restated, supplemented or otherwise modified from time
to time), collectively known as the “Credit Agreement”),
the principal sum of Seventy Million and No/100 Dollars ($70,000,000.00) or so
much of the unpaid principal amount of the 2007 Expansion Loan (as defined in
the Credit Agreement) as has advanced by Lender to Borrower pursuant to the
Credit Agreement, and (b) on each date specified in the Credit Agreement prior
to the 2007 Expansion Loan Maturity Date, the principal amount of the 2007
Expansion Loan payable to Lender on such date as specified therein, in lawful
money of the United States of America in immediately available funds, and to
pay interest on the unpaid principal amount thereof from time to time outstanding, in like
funds, at said office, at the rate or rates per annum and payable on such dates
as provided in the Credit Agreement. Borrower also promises to pay Default
Interest (as defined in the Credit Agreement), on demand, on the terms and
conditions set forth in the Credit Agreement. In addition, should legal action
or an attorney-at-law be utilized to collect any amount due hereunder, Borrower
further promises to pay all costs of collection, including the reasonable
attorneys’ fees of Leader.


 


All borrowings evidenced by this 2007 Expansion Loan Note and all
payments and prepayments of the principal hereof and the date thereof shall be
recorded by Lender in its internal records; provided, that the failure of
Lender to make such a notation or any error in such notation will not affect
the obligations of Borrower to make the payments of principal and interest in
accordance with the terms of this 2007 Expansion Loan Note and the Credit
Agreement.


 


This 2007 Expansion Loan Note is issued in connection with, and is
entitled to the benefits of, the Credit Agreement which, among other things,
contains provisions far the acceleration of the maturity hereof upon the
happening of certain events, all upon the terms and conditions therein
specified.


 


THIS 2007 EXPANSION LOAN NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NORTH DAKOTA AND ANY APPLICABLE LAWS OF
THE UNITED STATES OF AMERICA.


 


	
   

  	
  GREAT  PLAINS ETHANOL, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Darrin Ihnen

  	
   

  
	
   

  	
  Name:
  Darrin Ihnen

  
	
   

  	
  Title:
  President