**Exhibit 10.24***Farm Credit Services of America***SECOND AMENDMENT TO CREDIT AGREEMENT**This Second Amendment to Credit Agreement (“Amendment”) is made and entered into effective the8th day of May, 2007, by and between the undersigned (hereinafter referred to as “Borrower”) and**Farm Credit Services of America, FLCA and Farm Credit Services of America, PCA**(hereinafterreferred to as “Lender”) to amend and modify the Credit Agreement dated August 25, 2006(hereinafter referred to as the “Credit Agreement”). The Credit Agreement and underlying LoanDocuments are modified only to the extent necessary to give effect to the terms of this Amendment,and the remaining terms of said Loan Documents, not otherwise inconsistent herewith, are ratifiedby the parties. Capitalized terms used but not otherwise defined herein have the respectivemeanings given to them in the Credit Agreement.In consideration of the mutual agreements, provisions and covenants herein contained, andfurthermore to induce Lender to consider financial accommodations for the Borrower under the termsand provisions of the Credit Agreement, the parties hereby agree as follows:**The following definition is added to Article 1:****‘Tax Increment Revenue Bonds’**shall mean those bonds to be issued pursuant to a redevelopmentproject with the Village of Adams, Nebraska.**Section 2.1****Credit Facility A** is amended to limit Advances to $15,000,000.00 until Borrowerhas received additional equity capital of $3,000,000.00 through the sale of Tax Increment RevenueBonds, or equity investment.**Section 2.2 Credit Facility B** is amended to permit Borrower to immediately draw Advances,but Advances will be limited to $3,000,000.00 until Credit Facility A has been Advanced in itsentirety.**Section 2.3 Credit Facility C is amended to read as follows:****Section 2.3****Credit Facility C**. Lender agrees to advance sums to Borrower up to the amountof $10,000,000.00 (Maximum Principal Balance), until February 1, 2008 (Final Advancement Date).Each Advance made will reduce the funds available for future advances by the amount of the Advance.Repayments of principal will be available for subsequent Advances. The proceeds of said Loan willbe used by Borrower for the financing of eligible inventory and receivables, and commodity hedgingactivity (Purpose) and Borrower agrees not to request or use such proceeds for any other purpose.**(a) ****Interest**. Borrower hereby promises to pay interest on the principal indebtednessoutstanding from time to time on each Advance from and including the date of such Advance andotherwise in accordance with statements issued by Lender. Interest shall be payable on thefollowing dates, each such date an “Interest Payment Date”, provided that interest accruing at theDefault Rate, if applicable, shall be payable on demand.Said interest shall be payable on the 1st day of each month at the following rate perannum.**Libor Rate**Libor Rate interest shall accrue from the date of each Advance at a variable rate perannum equivalent to the Libor Short Term Index Rate plus 3.05% (the ‘Variable Rate’). Interestrate shall be adjusted higher or lower on May 15, 2007 and every month thereafter with any changein the Libor Rate and this higher or lower rate will thereafter apply to the outstanding principalindebtedness and remain in effect until a different rate of interest is established. The amount ofany subsequent payments will be increased or decreased accordingly to reflect the different rate ofinterest without in any manner changing the due date of the payments. There is no limitation onthe frequency or the amount of the change in the interest rate.The Libor Short Term Index Rate is the three-month London InterBank Offered Rates in the Londonmarket based on the Libor rate published on the last business day of the month as published in theWall Street Journal, rounded to the nearest 0.05%.**( b )****Principal**. Borrower hereby promises to pay principal, plus all accruedinterest and any unpaid fees, costs or expenses in full on February 1, 2008.
 
 

 
**The following Sections are amended to read as follows:****Section 2.5.1****Origination Fee****.**Borrower agreed to pay Lender for structuring the Loanthe fee set forth in the separate fee letter agreement executed by the Borrower and theLender dated November 14, 2005. Borrower did receive credit towards any fees for any amountspreviously paid to Lender.Borrower agrees to pay Lender a $50,000.00 fee for re-structuring Credit Facility Cwhich is due at execution of this Second Amendment to the Credit Agreement.**Section 2.5.3****Non-Use Fee****.**Borrower agrees to pay Lender an additional fee in theevent that the average outstanding principal balance on Credit Facility B or Credit FacilityC is less than the Maximum Available Principal Balance of said facilities. This fee will beequal to .5% per annum of the difference between the Maximum Available Principal Balance andthe actual usage. The actual usage will be calculated as the average outstanding principalbalance for each 3 month period beginning with the execution of this Second Amendment to theCredit Agreement for Credit Facility B and Credit Facility C (Beginning Dates). The feeshall be due and payable on the first calendar quarter following the Beginning Date and onthe first of each quarter thereafter.**Section 3.3.8****Expenditure of Equity and Other Funds**. Borrower has provideddocumentation acceptable to Lender evidencing Borrower’s expenditure of a minimum of$50,360,000.00 in equity, grants, seed capital with respect to the cost of land acquisition,construction costs, organization costs, financing costs, and pre-production period costs.**Section 3.2.11****Invested Equity.** Borrower shall have provided Lender with evidenceof funding from invested equity capital, non-repayable grants and tax increment financing ofat least $50,360,000.00.**Section 6.7.2****Periodic Financial Statements**. As soon as available, beginning withthe month ending May 31, 2007, and in no event later than 30 days after the end of each monththereafter (excluding the last month of Borrower’s fiscal year) a consolidated balance sheetand consolidated income statement and for year-to-date since the last fiscal year end, suchreport certified complete and correct from a source acceptable to Lender.**Section 6.7.3****Additional Information**. Such other information respecting thecondition or operations, financial or otherwise of Borrower or such other informationrelating to Borrower as any Lender may from time to time reasonably request. Information toinclude, but not limited to, all commodity brokerage statements from commissioned riskmanagement providers.**Section 6.7.4****Borrowing Base****.**The Borrower agrees to maintain a minimum marginbetween the value and advance rate of certain secured assets and the amount of certainliabilities (Borrowing Base). Said margin will be computed according to a revised BorrowingBase Report, an example of which is attached to the Second Amendment to the Credit Agreementdated May 8, 2007 as Exhibit D.Borrower agrees to provide Lender with such Borrowing Base Report monthly (Reporting Period),or more often at the discretion of Lender, during the term of the Loan(s), commencing withthe month ending May 31, 2007. Said Borrowing Base Report shall be dated the 1st day of theReporting Period (Report Date) and reflect true and accurate inventory of Borrowing BaseAssets and Borrowing Base Liabilities current through the end of the Reporting Period. SaidBorrowing Base Report shall be completed by Borrower and provided to Lender no later than the20th day following the Report Date, by ordinary mail or electronic transmission and shall bein default if not provided within 30 days after said Report Date.THE TOTAL BORROWING BASE LIABILITIES SHALL NOT EXCEED THE BORROWING VALUE OF THE TOTALBORROWING BASE ASSETS.Upon receipt of the Borrowing Base Report, Lender will determine the Borrower’s creditavailability based on the value of the inventory and assets owned by Borrower on each ReportDate and whether Borrower is in compliance with their Borrowing Base. Should the totalBorrowing Base Liabilities exceed the Borrowing value of Borrowing Base Assets, Borroweragrees to restore compliance with the Borrowing Base margin within 30 days from the ReportDate and that during said restoration period Lender may advance credit to Borrower as Lendermay deem adequate to protect its collateral. It is agreed that if Borrower cannot, or willnot, reduce the Total Borrowing Base Liabilities to an amount equal to or less than theborrowing value of the Total Borrowing Base Assets within said restoration period, Lender maydeem said failure to be a material breach of this Agreement and an Event of Default.
 
 

 
**Section 6.10.1****Working Capital.** Beginning with the month-end that is six monthsafter Substantial Completion occurs, Borrower agrees to maintain working capital (currentassets, plus the un-advanced portion of Loan Facility B minus current liabilities) of notless than $5,000,000.00, increasing to $5,500,000.00 at fiscal year end 2008 and thereafter.**Section 7.8****Indebtedness**. The Borrower will not create, incur, assume, guaranty,permit or suffer to exist any indebtedness or otherwise become liable with respect to theobligations or liabilities of any person or entity except: indebtedness of Borrower arisingunder this Credit Agreement; indebtedness existing prior to the date of this Agreement thathas been disclosed in writing to Lender; debt subordinated in form and substance reasonablyacceptable to Lender; trade payables of Borrower incurred in the ordinary course of business;and except such additional debt obligations or total capitalized and/or operating leaseobligations as may be listed herein or which do not exceed in the aggregate the sum of$1,000,000.00.**The following Sections are hereby added to the Credit Agreement:****Section 3.4.6****Additional Equity****.**Borrower’s receipt of an additional $3,000,000.00of equity investment or bond revenue for Advances on Loan Facility A in excess of$15,000,000.00.**Section 6.7.5****Production Report.** As soon as available, beginning with the month inwhich ethanol production commences, and in no event later than 30 days after the end of eachmonth thereafter a report of all Borrower’s production of ethanol for that month and foryear-to-date since the last fiscal year end, such report certified complete and correct froma source acceptable to Lender.**Section 6.7.6****Position Report**. As soon as available, beginning with month endingMay 31, 2007, and in no event later than 30 days after the end of each month thereafter, aPosition Report for that month, such report certified complete and correct from a sourceacceptable to Lender.Lender hereby waives any Default or Event of Default that may arise or may have arisen solely as aresult of the Borrower’s failure to comply with the following described provisions in the CreditAgreement in connection with the execution of bond documents relating to the Tax Increment RevenueBonds and notwithstanding anything to the contrary contained in the Credit Agreement, the Lenderhereby consents to Borrower obtaining tax increment financing under agreements by which Borrowershall guaranty repayment of the bonds and provide subordinate liens in connection therewith.**Sections 7.7, 7.8, 7.9 and 7.10**are accordingly amended to give effect to this consent.Borrower hereby represents and warrants to the Lender that, after giving effect to this Amendment,(*i*) no Default or Event of Default exists under the Credit Agreement or any of the other LoanDocuments and (*ii*) the representations and warranties set forth in the Credit Agreement are trueand correct in all material respects as of the date hereof (except for those which expressly relateto an earlier date).Borrower hereby ratifies the Credit Agreement and acknowledges and reaffirms (*i*) that it is boundby all terms of the Credit Agreement applicable to it and (*ii*) that it is responsible for theobservance and full performance of its respective obligations.Borrower hereby certifies that the person(s) executing this Amendment on behalf of Borrower is/areduly authorized to execute such document in behalf of Borrower and that there have been no changesin the name, ownership, control, organizational documents, or legal status of the Borrower sincethe last application, loan, or loan servicing action; that all resolutions, powers and authoritiesremain in full force and effect, and that the information provided by Borrower is and remains trueand correct.This Amendment may be executed by the parties hereto in several counterparts, each of which shallbe deemed to be an original and all of which shall constitute one and the same agreement. Deliveryof executed counterparts of this Amendment by telecopy shall be effective as an original and shallconstitute a representation that an original shall be delivered.THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THESTATE OF NEBRASKA.This Amendment shall be binding upon and inure to the benefit of the parties hereto and theirrespective successors and assigns.IN WITNESS WHEREOF, the parties hereto have set their hand effective the day and year first abovewritten.
 
 

 
**The Internal Revenue Service does not require your consent to any provision of this document otherthan the following certification required to avoid backup withholding. Under penalties of perjury,I/we certify that the Taxpayer Identification Number shown herein is correct and that I/we am/arenot subject to backup withholding either because I/we are exempt, have not been notified that I/weare subject to backup withholding due to failure of reporting interest or dividends, or theInternal Revenue Service has notified me/us that I/we am/are no longer subject to backupwithholding. I/we am/are a U.S. person (including U.S. resident alien):**        **E Energy Adams, LLC**            **20-2627531****BORROWER**:**E Energy Adams, LLC**     By: /s/ Jack L. Alderman     Jack L. Alderman, President       By: /s/ Dennis L. Boesiger     Dennis L. Boesiger, Secretary  Address for Notice: 510 Main Street, Adams, NE 68301**LENDER**:**Farm Credit Services of America, FLCA**