Exhibit 10.25**DEBT SUBORDINATION AGREEMENT**     **THIS DEBT SUBORDINATION AGREEMENT**(“Agreement”) is made and entered into as of September28, 2006, among Wells Fargo Bank, National Association, in Lincoln, Nebraska, as trustee (the“Creditor”) for the owners of the $4,030,000 Community Redevelopment Authority of the Village ofJackson, Nebraska, Tax Increment Revenue Bonds, Taxable Series 2006A (Siouxland Ethanol PlantProject) (the “Series 2006A Bonds”) pursuant to that certain Bond Resolution, dated as of July 20,2006 (the “Bond Resolution”), and Siouxland Ethanol, LLC (“the Company”), and Farm Credit Servicesof America, FLCA (“FCSA”).**WITNESSETH**     **WHEREAS,**the Company is now and may from time to time hereafter be indebted to Creditor;and     **WHEREAS,**the Company desires to obtain loans, extensions of credit or other financialaccommodations from FCSA; and     **WHEREAS,**FCSA is unwilling to provide such financial accommodations to the Company unlessCreditor and the Company enter into this Agreement with FCSA;     **NOW, THEREFORE,**in consideration of the covenants contained herein, and to induce FCSA toprovide financial accommodations to or for the benefit of the Company, the parties hereto,intending to be legally bound hereby, do agree as follows:     **1. ****Definitions.** In addition to such other terms as are elsewhere defined herein, asused in this Agreement the following terms shall have the following meanings:     “Junior Debt” means all indebtedness, liabilities, debit balances, covenants and duties atany time or times owed by the Company to Creditor (but solely in its capacity as trustee), whetherdirect or indirect, absolute or contingent, secured or unsecured, due or to become due, nowexisting or hereafter arising, under the Subordinated Debt, together with all interest, fees,charges, expenses and attorney’s fees for which the Company is now or hereafter becomes liable topay to Creditor under any agreement or by law.     “Loan Agreement” means: (i) that certain Credit Agreement dated as of May 4, 2006, betweenFCSA and the Company; and (ii) all amendments to andrestatements of each of the foregoing.     “Subordinated Debt” means that/those certain obligations to make payments in the RedevelopmentContract, the Guaranty and the Subordinate Deed of Trust (all as defined in the Bond Resolution) orof debt service on the Series 2006A Bonds to be issued in the aggregate principal amount not toexceed $4,030,000. True and correct copies of the Redevelopment Contract, the Guaranty, theSubordinate Deed of Trust and the Bond Resolution are annexed hereto as Exhibit A. In the eventthis Agreement is executed and delivered prior to the execution and delivery of the SubordinatedDebt, unexecuted final versions shall be provided to FCSA, and the Company agrees to provide copiesof the executed documents to FCSA as soon as available and without change from the drafts deliveredto FCSA without the express prior consent of the
 

 
Debt Subordination AgreementFCSA. The Subordinated Debt does not include the Series 2006A Bonds or the obligation of theCompany to pay property taxes.     “Superior Debt” means all loans, advances, liabilities, debit balances, covenants and dutiesat any time or times owed by the Company to FCSA, whether direct or indirect, absolute orcontingent, secured or unsecured, due or to become due, now existing or hereafter arising,including, without limitation, (i) any and all indebtedness, liabilities and obligations now orhereafter owing by the Company to FCSA under the Loan Agreement, (ii) any indebtedness, liabilityor obligation owing by the Company to others which FCSA may have obtained by assignment, pledge,purchase or otherwise, (iii) any and all loans made or credit extended by FCSA to the Companyduring the pendency of any bankruptcy case of the Company and (iv) all interest (including anyinterest that accrues on any of the Superior Debt during the pendency of any bankruptcy case ofthe Company, whether or not FCSA is authorized by 11 U.S.C. § 506 to collect such interest fromthe Company), fees, charges, expenses and attorneys’ fees for which the Company is now orhereafter becomes liable to pay to FCSA under any agreement or by law.     **2. ****Subordination.** Subject to the provisions of paragraph 5 hereof, Creditor herebypostpones and subordinates all of the Junior Debt to the full and final payment and discharge ofall of the Superior Debt. Without limiting the generality of the foregoing, in the event of anydistribution, division or application, partial or complete, voluntary or involuntary, by operationof law or otherwise, of all or any part of the assets of the Company or the proceeds thereof tocreditors of the Company or upon any indebtedness of the Company, by reason of the liquidation,dissolution or other winding up of the Company or the Company’s business, or in the event of anysale, receivership, insolvency or bankruptcy proceeding, or assignment for the benefit ofcreditors, or any proceeding by or against the Company for any relief under any bankruptcy orinsolvency law or laws relating to the relief of the Company, readjustment of indebtedness,reorganization, compositions or extensions, then and in any such event any payment or distributionof any kind or character, either in cash, securities or other property, which shall be payable ordeliverable upon or with respect to any of the Junior Debt shall be paid or delivered directly tothe FCSA for application to the Superior Debt (whether or not the same is then due) until all ofthe Superior Debt has been fully paid and discharged. The Subordinated Debt shall at all times beara conspicuous legend that the Junior Debt evidenced thereby is subordinated to the Superior Debtpursuant to this Agreement. The Company’s and Creditor’s books shall be marked to evidence thesubordination of all of the Junior Debt to FCSA. FCSA is authorized to examine such books from timeto time and to make any notations required by this Agreement. The provisions of this paragraph 2shall remain effective and binding upon Creditor, to the full extent of the Superior Debt, even ofany of the Superior Debt is avoided, equitably subordinated or nullified in any bankruptcy case ofthe Company.     **3. ****Warranties and Representations of the Company and Creditor.** TheCompany and Creditor each hereby represents and warrants that: (a) it has not relied nor willit rely on any representation or information of any nature made by or received from FCSA or theFCSA relative to the Company in deciding to execute this Agreement; (b) Creditor is or will be thelawful owner of the Subordinated Debt as trustee for the bondholders; (c) Creditor has notheretofore assigned or transferred any of the Junior Debt, any interest therein or any collateralor security pertaining thereto other than to the bondholders; and (d) Creditor has not heretoforegiven any subordination in respect of the Junior Debt.
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Debt Subordination Agreement     **4. ****Negative Covenants.** For so long as this Agreement is in effect: (a) theCompany shall not, directly or indirectly, make any payment (other than a payment permitted byparagraph 5 hereof) on account of or to satisfy all or any part of the Junior Debt; (b) Creditorshall not demand, collect or accept from the Company or any other person any payment (other than apayment permitted by paragraph 5 hereof) or collateral on account of the Junior Debt or any partthereof other than amounts on deposit under the Bond Resolution, or accelerate the maturity of theJunior Debt or realize upon or enforce any collateral securing the Junior Debt other than amountson deposit under the Bond Resolution; (c) Creditor shall not exchange, set off or otherwisedischarge any part of the Junior Debt; (d) Creditor shall not hereafter give any subordination inrespect of the Junior Debt or transfer or assign any of the Junior Debt to any person other thanFCSA unless the transferee or assignee thereof first agrees in writing with FCSA to be bound by theterms of this Agreement; provided, however, this shall not apply to transfers of bonds secured by,and payable from, the Junior Debt; (e) the Company shall not hereafter issue any instrument,security or other writing evidencing any part of the Junior Debt, and Creditor will not receive anysuch writing, except for the bonds or upon the prior written approval of the FCSA or at the requestof and in the manner requested by the FCSA; (f) the Company and Creditor shall not amend, alter ormodify any provision of the Subordinated Debt without the prior written consent of the FCSA; (g)Creditor shall not commence or join with any other creditors of the Company in commencing anybankruptcy, reorganization, receivership or insolvency proceeding against the Company; and (h)neither the Company nor Creditor otherwise shall take or permit any action prejudicial to orinconsistent with FCSA’s priority position over Creditor that iscreated by this Agreement.     **5. ****Permitted Payments.** If and for so long as no Material Potential Default or Eventof Default (as those terms are defined in the Loan Agreement) exists at the time, or would resultfrom the making of such payment, but only upon written notice of such event from the FCSA, theCompany may pay to Creditor, and Creditor may accept and retain, any regularly scheduledinstallments of principal of, and interest on, the Junior Debt due and owing to Creditor by theCompany under the Subordinated Debt in accordance with its present tenor, but without prepayment(whether mandatory or optional other than regularly scheduled annual prepayments of principal) andwithout payment upon acceleration.     **6. ****Turnover of Prohibited Transfers.** If any payment, distribution or security or theproceeds thereof are received by Creditor on account of or with respect to any of the Junior Debtother than as permitted in paragraph 5 hereof, Creditor shall forthwith deliver same to the FCSA inthe form received (except for the addition of any endorsement or assignment necessary to effect atransfer of all rights therein to FCSA) for application to the Superior Debt or, at the FCSA’soption, Creditor shall pay to the FCSA the amount thereof on demand. FCSA is irrevocablyauthorized to supply any required endorsement or assignment which may have been omitted. Until sodelivered any such payment, distribution or security shall by held by Creditor in trust for FCSAand shall not be commingled with other funds or property of Creditor.     **7. ****Waivers.** The Company and Creditor each hereby waives any defense based on theadequacy of a remedy at law which might be asserted as a bar to the remedy of specific performanceof this Agreement in any action brought therefor by FCSA. To the fullest extent permitted by law,the Company and Creditor each hereby waives: presentment, demand, protest, notice or protest,notice of default or dishonor, notice of payment or nonpayment and any and all
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Debt Subordination Agreementother notices and demands of any kind in connection with all instruments (whether negotiable ornon-negotiable) evidencing all or any portion of the Superior Debt or the Junior Debt to which theCompany or Creditor may be a party; the right to require FCSA to marshal any security, or toenforce any security interest or lien FCSA may now or hereafter have in any collateral securing the Superior Debt or to pursue any claim it may have against any guarantor of the Superior Debt,as a condition to FCSA’s entitlement to receive any payment on account of the Junior Debt; noticeof the acceptance of this Agreement by FCSA, notice of any loans made, extensions granted or otheraction taken in reliance hereon; and all other demands and notices of every kind in connectionwith this Agreement, the Superior Debt or the Junior Debt. Creditor assents to any release,renewal, extension, compromise or postponement of the time of payment to the Superior Debt, to anysubstitution, exchange or release of collateral therefor and to the addition or release of anyperson primarily or secondarily liable thereon. In addition, the Company and Creditor hereby waiveany claim or defense that may be available to a guarantor or surety.     **8. ****Subrogation****.**Provided that the Superior Debt has been indefeasibly finally paidand discharged and no claim of a preferential transfer or the like can be made with respecthereto, Creditor shall be subrogated to the rights of FCSA to receive payments or distributionsof cash, property or securities payable or distributable on account of the Superior Debt, to theextent of all payments and distributions paid over to or for the benefit of FCSA pursuant to thisAgreement. In no event, however, shall Creditor have any rights or claims against FCSA for anyalleged impairment of Creditor’s subrogation rights, Creditor acknowledging that any actionstaken by FCSA with respect to the Superior Debt or the Collateral are authorized and consented toby Creditor.     **9. ****Statement of Account.** The Company and Creditor each agrees to render to the FCSAfrom time to time upon the FCSA’s request therefor a statement of the Company’s account withCreditor and to afford the FCSA access to the books and records of Creditor and the Company inorder that the FCSA may make a full examination of the state of accounts of the Company withCreditor.     **10. ****Validity of Junior Debt.** The provisions of this Agreement subordinating theJunior Debt are solely for the purpose of defining the relative rights of FCSA and Creditor andshall not impair, as between Creditor and the Company, the obligation of the Company, which isunconditional and absolute, to pay the Junior Debt in accordance with its terms except as paymentthereof may be postponed in accordance with this Agreement.     **11. ****Indulgences Not Waivers.** Neither the failure nor any delay on the part of FCSAto exercise any right, remedy, power or privilege hereunder shall operate as a waiver thereof orgive rise to an estoppel, nor be construed as an agreement to modify the terms of this Agreement,nor shall any single or partial exercise of any right, remedy, power or privilege with respect toany occurrence be construed as a waiver of such right, remedy, power or privilege with respect toany other occurrence. No waiver by a party hereunder shall be effective unless it is in writingand signed by the party making such waiver, and then only to the extent specifically stated insuch writing.     **12. ****Duration.** This Agreement shall become effective when executed by the Companyand Creditor and accepted by FCSA, and, when so accepted, shall constitute a
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Debt Subordination Agreementcontinuing agreement of subordination, and shall remain in effect until all of the Superior Debthas been paid and all instruments and agreements at any time evidencing or securing the whole orany part of the Superior Debt have been terminated. FCSA may, without notice to Creditor, extendor continue credit and make other financial accommodations to or for the account of the Company inreliance upon this Agreement.     **13. ****Default and Enforcement.** If any representation or warranty in this Agreement or inany instrument evidencing or securing the Superior Debt proves to have been materially false whenmade, or, in the event of a breach by either the Company or Creditor in the performance of any ofthe terms of this Agreement or any instrument or agreement evidencing or securing the SuperiorDebt, all of the Superior Debt shall, at the option of FCSA, become immediately due and payablewithout presentment, demand, protest, or notice of any kind, notwithstanding any time or creditotherwise allowed. At any time Creditor fails to comply with any provision of this Agreement thatis applicable to Creditor, FCSA may demand specific performance of this Agreement, whether or notthe Company has complied with this Agreement, and may exercise any other remedy available at law orequity. Without limiting the generality of the foregoing, if Creditor, in violation of thisAgreement, shall institute or participate in any action suit or proceeding against the Company, theCompany may interpose this Agreement as a defense and FCSA is irrevocably authorized to interveneand interpose such defense in the Company’s name. If Creditor attempts to enforce or realize uponany collateral securing the Junior Debt in violation of this Agreement, the Company or FCSA (in theCompany’s or FCSA’s name) may by virtue of this Agreementrestrain such realization or enforcement.     **14. ****Notices.** All notices, requests, demands, and other communications required orpermitted under this Agreement or by law shall be in writing and shall be deemed to have been dulygiven, made and received when delivered against receipt, or when received by facsimile at theoffice of the noticed party or on the day after deposit in the United States mails, postageprepaid, addressed as set forth below:     **(a)** If to FCSA:      5015 S. 118th Street    Omaha, NE 68137  Attention: Shane Frahm, Vice President  Fax No.:                                                                  **(b) If to Creditor: Wells Fargo Bank, National Association, as trustee    Corporate Trust Department    1248 ‘O’ Street    Lincoln, Nebraska 68508       Attention: Chad Shirk  Fax No.: 402.434.4612
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Debt Subordination Agreement     **(c)** If to Company: Siouxland Ethanol, LLC    110 East Elk Street    Jackson, NE 68743       Attention: Chairman  Fax No.: 402.632.2676     Any addressee may alter the address to which communications are to be sent bygiving notice of such change of address in conformity with the provisions of this paragraphfor the giving of notice.     **15. FCSA’sDuties Limited.** The rights granted to FCSA in this Agreement aresolely for its protection and nothing herein contained imposes on FCSA any duties with respectto any property either of the Company or of Creditor heretofore or hereafter received by FCSAbeyond reasonable care in the custody and preservation of such property while in FCSA’spossession. FCSA has no duty to preserve rights against prior parties on any instrument orchattel paper received from the Company or Creditor as collateral security for the SuperiorDebt or any portion thereof.     **16. Authority.** The Company and Creditor represent and warrant that they haveauthority to enter into this Agreement and that the person signing for the Company isauthorized and directed to do so.     **17. ****EntireAgreement.** This Agreement constitutes and expresses the entireunderstanding between the parties hereto with respect to the subject matter hereof, andsupersedes all prior agreements and understandings, inducements or conditions, whether expressor implied, oral or written. Neither this Agreement nor any portion or provision hereof may bechanged, waived or amended orally or in any manner other than by an agreement in writingsigned by FCSA, the Company and Creditor.     **18. ****AdditionalDocumentation.** The Company and Creditor shall execute anddeliver to the FCSA such further instruments and shall take such further action as the FCSAmay at any time or times reasonably request in order to carry out the provisions and intent ofthis Agreement.     **19. ****Successorsand Assigns.** This Agreement shall inure to the benefit of FCSA,its successors and assigns, and shall be binding upon both the Company and Creditor and theirrespective heirs, executors, successors and assigns. Any person or entity whose loans oradvances to the Company hereafter are used to refinance and pay indefeasibly in full theSuperior Debt shall be deemed for all purposes hereof to be the successor to FCSA, and fromand after the date of any such refinancing in satisfaction in full of the Superior Debt suchperson or entity shall be deemed a party hereto in the place and stead of FCSA as if suchperson or entity had been the original signatory hereto, and all loans, advances, liabilities,debit balances, covenants and duties at any time or times owed by the Company to suchsuccessor to FCSA, whether direct or indirect, absolute or contingent, secured or unsecured,due or to become due, then existing or thereafter arising, including any renewals, extensions,modifications, or
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Debt Subordination Agreementreplacements of any of the foregoing, shall be deemed for all purposes hereunder to constitute andbe Superior Debt.     **20. DefectsWaived.** This Agreement is effective notwithstanding any defect in thevalidity or enforceability of any instrument or document at any time evidencing or securing thewhole or any part of the Superior Debt.     **21. Governing Law.** The validity, construction and enforcement of this Agreement shallbe governed by the internal laws of the State of Nebraska.     **22. Severability.**The provisions of this Agreement are independent of and separablefrom each other. If any provision hereof shall for any reason be held invalid or unenforceable, itis the intent of the parties that such invalidity or unenforceability shall not affect the validityor enforceability of any other provision hereof, and that this Agreement shall be construed as ifsuch invalid or unenforceable provision had never been containedherein.     **23. Executionand Counterparts.** This Agreement may be executed in any number ofcounterparts and by different parties hereto in separate counterparts, each of which when soexecuted and delivered shall be deemed to be an original and all of which counterparts takentogether shall constitute but one and the same instrument. In proving this Agreement in anyjudicial proceeding, it shall not be necessary to produce or account for more than one suchcounterpart signed by the party against whom such enforcement issought.     **24. Consentto the Subordinated Debt.**For the purposes of Sections 7.7, 7.8 and 7.9of the Loan Agreement and any supplement to the Loan Agreement, FCSA hereby consents and agrees inwriting to the incurrence of debt by the Company, and the security therefor, represented by theSubordinated Debt, This Agreement is the agreement for subordinating debt, and it conforms to therequirements set out in Section 7.10 of the Loan Agreement.
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Debt Subordination Agreement     **IN WITNESS WHEREOF,**the parties hereto have caused this Agreement to be signed, sealedand delivered as of the date shown above.     **ATTEST:** **Siouxland Ethanol, LLC**     /s/Douglas Garwood  By: /s/ Tom Lynch        Secretary      Title: President     **[CORPORATE SEAL]**    (Signature Page to Debt Subordination Agreement)
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Debt Subordination Agreement     **ATTEST:** **Wells Fargo Bank, NationalAssociation,****