**Exhibit 10.30**

 
| **Assn.** | ** ** | **B.O.No.** | ** ** | **CIF No.** | ** ** | **Loan No.** | ** ** | **Product  Code** | ** ** | **Coll.  Code** | ** ** | **Customer  Name**    | ** ** | **CommitmentAmount** |
|-----------|------------|-------------|------------|-------------|------------|--------------|------------|-------------------|------------|-----------------|------------|-----------------------|------------|----------------------|
| 72        |       | 65          |       | 1895500     |       | 1192413700   |       | 1011              |       | 1               |       | GREAT PLAINS  ETHANOL |       | $15,000,000.00       |

 

**PROMISSORYNOTE/LOAN AGREEMENT**

LENDER: AGCOUNTRY FARM CREDIT SERVICES, PCA                                                                                                                                        Date:February 20, 2008
| ** **                                          | ** **                        | 1900 44TH ST S PO BOX 6020 |
|-----------------------------------------------------|-----------------------------------|---------------------------------|
|                                                |                              | FARGO                           | NORTH DAKOTA | 58108-6020 |
| LOAN AMOUNT: $15,000,000.00                         | MATURITY DATE: April 1, 2009 |
| TYPE OF LOAN: Revolving Line of Credit (RLOC)       |
| STATED INTEREST RATE: 7.37%                         |
| TYPE OF INTEREST RATE: ADJUSTABLE RATE LIBOR BASED: |
|                                                     |                                   |                                 |  |  |  |

 

On the first day of eachmonth the Interest Rate shall be adjusted by adding a margin of 3.00 percentagepoints to the index.  This margin shallremain in effect until February 1, 2009, at which time Lender may changethe margin at its discretion, and Lender may continue to change the margin atsuccessive intervals of 1 year(s) each thereafter.

 

 

 

LOAN PAYMENTS:

Interest payments are dueQuarterly beginning on April 1, 2008. The remaining unpaid balance of theloan is payable in its entirety on the Maturity Date.

 

 

 

DRAFT PROGRAM:

Not applicable.

 

COLLATERAL: Payment ofthe loan is secured by:

All existing and futuresecurity agreements from all or any of the Borrowers (and from third parties ifso intended) to the Lender.  All of thecovenants and agreements contained in said security instruments are made a pertof this note.

 

 

 

DEFAULT ADD-ON RATE:   2.00% will be added to the interest ratethat would otherwise be in effect for this loan, if Borrowers default asexplained in the Additional Provisions.

VOTING STOCKHOLDER: Anyone Stockholder is authorized by the Borrowers to exercise any voting rights onbehalf of members, subject to applicable bylaws, and to receive effectiveinterest rate disclosures unless otherwise agreed in writing between theparties.

                Borrowers further agree that a security interest isgranted to Lender in all such stock or participation certificates now owned andhereafter acquired, however designated or classified, and all equity reserveand allocated surplus in the Lender or Lender’s parent association, as  applicable, to secure the Loans.

                FOR VALUE RECEIVED the undersigned Borrowers jointlyand severally promise to pay to the order of the Lender at its office shownabove on or before the Maturity Date the principal sum equal to the Loan Amounttogether with interest thereon from dates of disbursement until paid pursuantto the Lender’s Individual Loan Pricing Program (the “Program”), as provided inthe Additional Provisions.  Borrowersgrant to the Lender, as security for the payment or this loan and, ifapplicable, the other Obligations as defined in the Additional Provisions, apresent security interest or lien in the property described above and, ifapplicable, the other Collateral, as defined In the Additional Provisions.

                The Borrowers acknowledge receipt of: a) pertainingto the Lender or the Lender’s parent association, as applicable, the mostrecent annual report and most recent quarterly report, if more recent than theannual report a copy of the notice to Borrowers concerning investment, whichincludes a description of the terms and conditions under which equity isissued; capitalization bylaws and b,) an Effective Interest Rate DisclosureStatement or a Truth-in-Lending Disclosure Statement, as applicable.

 

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THIS AGREEMENT INCLUDESTHE PROVISIONS IN THE “PROMISSORY NOTE/LOAN AGREEMENT — ADDITIONAL PROVISIONS.”

 

AND THE PROVISIONS IN THE“ADDENDUM TO NOTE/LOAN AGREEMENT.”

 

GREAT PLAINS ETHANOL LLC

dba Poet Biorefining -Chancellor

a South Dakota LLC

 
| By:                   | /s/ Darrin Ihnen |   |
|-----------------------|------------------|--------|
| DARIN IHNEN, Chairman |

 

----

 
| **Assn.** | ** ** | **B.O.No.** | ** ** | **CIF No.** | ** ** | **Loan No.** | ** ** | **Product  Code** | ** ** | **Coll.  Code** | ** ** | **Customer  Name**   | ** ** | **Commitment  Amount** |
|-----------|------------|-------------|------------|-------------|------------|--------------|------------|-------------------|------------|-----------------|------------|----------------------|------------|------------------------|
| 72        |       | 65          |       | 1895500     |       | 1192413700   |       | 1011              |       | 1               |       | GREAT PLAINS ETHANOL |       | $15,000,000.00         |

 

ADDENDUM TONOTE/LOAN AGREEMENT

February 20, 2008

 

                This Addendum is a part of, and contains additionalterms and conditions for, a Promissory Note/Loan Agreement (‘Note”) dated February 20,2008, in the principal sum of $15,000,000.00, evidencing a loan extended byAgCountry Farm Credit Services, PCA  (“Lender”)to the Borrowers.  Unless waived inwriting by the Lender, until all liabilities of the Borrowers under this loanhave been paid and satisfied in full, the Borrowers covenant and agree asfollows:

 

1.                                       COVENANTS: The following covenants andagreements amend and supplement the Note and the Security Agreement. To theextent of any inconsistency between the provisions of the Note or the SecurityAgreement and this Addendum, this Addendum governs.

 

2.                                       BORROWING BASE: Borrower agrees to limitcredit available under this line of credit to the lesser of the CommitmentAmount or the FCS Borrowing Base Formula. This formula is to be calculatedquarterly using the most recent inventory, aging accounts receivable, andhedging account reports. Credit available under the Borrowing Base Formula,based on current market values, is to be calculated as follows:

 
|   |   | a.                     | Inventory -  unsettled payables X 75%   | $ a |
|--------|--------|------------------------|-----------------------------------------|----------|
|   |   | b.                     | Gain/Loss on  market contracts X 75%    | $ b |
|   |   | c.                     | Accounts  receivable < 90 days X 75% | $ c |
|   |   |                   |                                    |     |
|   |   | Total Credit Available | $ (a+b+c)                          |

 

3.                                       FINANCIAL - MINIMUM OWNER EQUITY:Borrower(s) shall maintain minimum owner equity percentage of 45% by12-31-07 and thereafter. Calculation of such owner equity percentage is made bydividing the difference between total assets and total liabilities by totalassets and expressing the result as a percentage.

 

4.                               FINANCIAL, - WORKING CAPITAL: Borrowerwill maintain working capital of at least $5,000,000 by 12-31-07. For purposesof determining the amount of Borrower’s working capital, Borrower may includeas working capital all amounts available for borrowing under the Revolving TermCommitment less the current portion due.

 

5.                                       FINANCIAL: Borrower agrees to maintain afixed charge coverage ratio of 1.00:1.00 by 12-31-08. Fixed charge coverageratio is defined as: (earnings before interest, taxes, depreciation andamortization) divided by the sum of; a) interest; b) mandatory debt retirement;c) cash taxes; d) maintenance capital expenditures; and e) cash patronagedividends and cash equity retirements to be measured at fiscal year end.

 

6.                                       Borrower to insure business with.adequate property casualty insurance and adequate liability insurance.Agcountry to be named loss payee and additional insured.

 

7.                                       FINANCIAL REPORTING - - CERTIFIED AUDIT:Within 120 days after the Borrowers fiscal year and annually thereafter,Borrower shall provide Lender with a written balance sheet of borrower as ofthe close of such fiscal year and a written statement of profit and loss ofBorrower for such year, prepared in accordance with generally acceptedprinciples of accounting and certified by a firm of independent accountantsselected by Borrower but satisfactory to Lender. Such reports shall be setforth in a format comparing the results of the most recent fiscal year to thosein the prior fiscal year certified report and in all reasonable details.

 

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| **Assn.** | ** ** | **B.O.No.** | ** ** | **CIF No.** | ** ** | **Loan No.** | ** ** | **Product  Code** | ** ** | **Coll.  Code** | ** ** | **Customer  Name**    | ** ** | **CommitmentAmount** |
|-----------|------------|-------------|------------|-------------|------------|--------------|------------|-------------------|------------|-----------------|------------|-----------------------|------------|----------------------|
| 72        |       | 65          |       | 1895500     |       | 1192413700   |       | 1011              |       | 1               |       | GREAT PLAINS  ETHANOL |       | $15,000,000.00       |

 

ADDENDUM TONOTE/LOAN AGREEMENT

February 20, 2008

 

                This Addendum is a part of, and contains additionalterms and conditions for, a Promissory Note/Loan Agreement (‘Note”) dated February 20,2008, in the principal sum of $15,000,000.00, evidencing a loan extended byAgCountry Farm Credit Services, PCA  (“Lender”)to the Borrowers.  Unless waived inwriting by the Lender, until all liabilities of the Borrowers under this loanhave been paid and satisfied in full, the Borrowers covenant agree as follows:

 

8.                                       QUARTERLY FINANCIAL REPORTING: Within 30days of the previous quarter-end, Borrower(s) shall provide lender withthe previous quarter-end reports consisting of a balance sheet, profit and lossstatements and other reports requested to monitor performance.

 

9.                                       ACCOUNTING METHODS — Borrower shall notadopt any accounting methods, which are inconsistent with generally acceptedaccounting principles (GAAP). To the extent any change in GAAP affects anycomputation or determination required to be made pursuant to this Addendum,such computation or determination shall be made as it such change in GAAP hadnot occurred unless the Borrower and Lender agree in writing to an adjustmentto such computation or determination to account for such change in GAAP.Furthermore, Borrower will not change any accounting methods, allow anyrestatement of its earnings, change in depreciation or inventory methods, orreclassification of balance sheet accounts, including but not limited to, the saleand leaseback of any asset, without full and immediate disclosure to Lender.Lender shall have the right to accept or reject any and all changes thatLender, in its sole discretion, determines are material. Lender shall also havethe right to review and adjust any and all loan covenants, interest rates andother contract agreements upon determining a material change has occurred.

 

10.                                 OTHER INDEBTEDNESS - If Borrower shouldfail to pay any indebtedness to any other person or entity for borrowed moneyor any long-term obligation when due, or any other event occurs which, underany agreement or instrument relating to indebtedness or obligation, has theeffect of accelerating or permitting the acceleration of such indebtedness orobligation; then all Lender obligations become due.

 

11.                                 DEFAULT EVENT - Borrower shall be indefault if borrower fails to pay any principal

or interest or fees when due and such failure shallcontinue un-remedied for a period of 10 days.

 

12.                                 DEFAULT EVENT - Borrower shall be in defaultif borrower fails to observe or perform any covenant or agreement contained inthis agreement or other loan documents and such failure shall remainun-remedied for 30 days after the earlier of: 1) any officer of Borrower becomesaware of such failure or 2) Lender notifies borrower of such failure.

 

13.                                 LIENS AND ENCUMBRANCES — Lenderacknowledges all liens and encumbrances granted by the Borrower to the Lenderunder the Credit Agreement dated August 10, 2007 and all subsequentamendments between Borrower and Agcountry Farm Credit Services, FLCA.

 

14.                                 TAXES - Borrower to pay all taxes beforethey become delinquent.

 

Great Plains Ethanol, LLC

dba Poet Biorefining —Chancellor

a South Dakota LLC

 
| By:                        | /s/ Darin Ihnen |   |
|----------------------------|-----------------|--------|
| (print name) Darrin  Ihnen |
| Title:                     | President       |   |
|                            |                 |        |  |

 

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**PROMISSORY NOTE/LOAN AGREEMENT**

**ADDITIONAL PROVISIONS**

 

**INDIVIDUAL LOAN PRICING PROGRAM**:   The Program provides for chargingdifferential interest rates according to loan classes determined by criteriaadopted by the Lander from time to time, such as type of loan, purpose, amountquality, funding costs, operating costs, servicing costs, and competitiveinterest rates. There are separate types of loans and interest rates under theProgram, each having a different rate of interest, and the loans within eachclass are assigned to an interest rate category, it is possible that theparticular rate for each class of loan may differ among such geographical areasas may be designated from time to time. In the event that Borrowers defaultunder the terms or conditions of any promissory note, membership agreement,mortgage or other security document, or any amendatory agreement to any ofthese, the Lender at its option may adjust this loan to any less favorableinterest rate category then offered or maintained by Lender for loans of thistype.  The higher interest rate shallbecome effective immediately upon placement of this loan into the lessfavorable interest rate category by Lender, and the loan may, at the option ofLender, remain in the less favorable interest rate category for the remainingterm of the loan, regardless of whether Borrowers later cure the default.Lender shall not place the loan into a less favorable interest rate categoryunless Lender has first given Borrowers written notice of the default, andBorrowers fail to cure the default within 60 days after Lender has given thenotice. Notice shall be deemed to have been given when Lender places suchnotice in the mail for first-class mailing to the last address of Borrowersknown by Lender. In addition to adjusting the loan to a less favorable interestrate category, Lender may also charge the higher default interest ratedescribed below.

**INTEREST RATE**: If this is a:

   (a) **VariableRate loan**, the initial annual rate of interest is equal to theStated Interest Rate.  The interest rateis subject to change at any time and by any amount during the term of the loanand will vary from time to time at the option of the Lender.

   (b) **FixedRate loan**, the annual rate of interest is equal to the StatedInterest Rate.  The interest rate is notsubject to change during the term of the loan and will not be increased ordecreased except in the event of default.

   (c) **AdjustableRate Operating loan**, the initial annual rate of interest is equal tothe Stated Interest Rate. The interest rate is subject to change at any timeand by any amount during the term of the loan, but only on and after the firstadjustment date, and the rate will not be increased or decreased prior to thatdate except in the event of default.

   (d) **AdjustableRate**loan or an **Adjustable Rate**ITloan or an **Adjustable Rate Capital RLOC**,the initial annual rate of interest is equal to the Stated Interest Rate. Theinterest rate is subject to change by any amount during the term of the loan,but only on the first adjustment date and on dates occurring at the end of thesuccessive adjustment intervals thereafter, and the rate will not be increasedor decreased during any one such interval except in the event of default.

   (e) **AdjustableRate Prima Rate Based loan**, the initial annual rate of interest isequal to the Stated Interest Rate. The Index for adjustments is the prime ratereported on the tenth day of the month preceding the interest rate change dateby the Wall Street Journal in its daily listing of money rates, definedtherein as “the base rate on corporate leans posted by at least 78 percent ofthe nation’s 30 largest banks.”  If aprime rate is not reported on the tenth day of a month, the prime rate reportedon the first business day preceding the tenth day of the month will be used. Ifthis index is no longer available Lender will select a new index which is basedupon comparable information.

   (f) **CappedNon-indexed Variable Rate loan**, the initial annual rate of interestis equal to the Stated Interest Rate. The Interest rate is subject to change at any time and will vary fromtime to time at the option of the Lender. The interest rate is not based on anIndex. Except during periods of default when the additional percentage pointsspecified herein shall be added to increase the interest rate, tile interestrate may not increase or decrease by more than 6.00 percentage points above orbelow the initial annual rate of interest on any single change date or duringthe term of the Loan.

   (g) **FixedThen indexed Adjustable Rate loan**, the initial annual rate ofinterest is equal to the Stated interest Rate. Once the interest rate changesto an adjustable interest rate at the end of the fixed interest rate period,the index for adjustments is the estimated weekly average available for theone-year bonds funding cost index as reported by the Federal Farm Credit BanksFunding Corporation at its Web site, found in the Farm Credit System, FundingCost Index, Archive section at http://www.farmcredit-ffcb corn, for that weekwhich contains the date that is 45 days before the data that the adjustableinterest rate is to be initially determined or subsequently adjusted. if thedate that is 45 days before either the expiration date of the fixed interestrate period or an Adjustment interval is not a business day, the Lander shalluse that estimated weekly average for the one-year bonds funding cost index forthat week which immediately precedes the 45-day date.

Ifthis index is no longer available, the Lender will select a new index which isbased on comparable information. The Lender will give the Borrowers notice ofthis choice.

   (h) **IndexedAdjustable Rate loan**, the initial annual rate of interest is equalto the Stated Interest Rate. The index for adjustments is the estimated weeklyaverage available for the one-year bonds funding cost index as reported by theFederal Pant Credit Banks Funding Corporation at its Web site, found in theFarm Credit System, Funding Cost index, Archive section at http://farmcredit-ffcb.com,for that week which contains the data that is 45 days before the date theinterest rate is to be adjusted. If the date that is 45 days before the datethe interest rate is to be adjusted is not a business day, the Lender shall usethat estimated weekly average for the one-year bonds funding cost index forthat week which immediately precedes the 45 day date. If this index is nolonger available, the Lender will select a new index which is based oncomparable information. The Lender will give the Borrowers notice of thischoice.

   (i) **AdjustableRate LIBOR Based loan**, the initial annual rate of interest is equalto the Stated Interest Rate. The Index for adjustments is the One Month Londoninterbank Offered Rate (“One Month LIBOR”) reported on the tenth day of themonth preceding the interest rate change date by the Wall Street Journal in itsdaily listing of money rates, defined therein as “the average of interbankoffered rates for dollar deposits in the London market based on quotations fivemajor banks.” If a One Month LIBOR rate is not reported on the tenth day of amonth, the One Month LIBOR rate reported on the first business day precedingthe tenth day of the month will be used. If this index is no longer available, Lender will select a new indexwhich is based upon comparable information.

   Interest may be based upon a 360- or 365-dayyear as the Lender may determine.

**DEFAULT RATE OF INTEREST**: Prior to maturity, ifBorrowers default under this document the entire unpaid principal balance ofthe loan, including all advancements, shall bear interest from the date ofdefault until the default is cured or maturity of the loan is accelerated byreason of default at a rate equal to the interest rate for this loan that wouldotherwise be in effect during the period of default plus the Default Add-OnRate per annum (the “default rate”), and the amount of such interest in excessof interest otherwise accruing in the absence of default shall be immediatelydue and payable. At maturity or upon acceleration of maturity by reason ofdefault, the entire indebtedness including all principal, interest andadvancements shall bear interest until paid at the default rate in effect atthe time of maturity or acceleration of maturity, as the case may be.

 

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**DISBURSEMENTS OF PRINCIPAL**: Disbursements of principalmay be made at various times at Borrowers’ request, subject to the provisionsof this paragraph. Repayments of principal under a Revolving Line of Creditreinstate the loan commitment, subject to the terms of this document, but thetotal of the unpaid balance of future advances together with the existingindebtedness hereunder, in the aggregate at any one time outstanding, shall notexceed the Loan Amount; otherwise, repayments of principal do not reinstate theloan commitment, and total disbursements, in the aggregate, shall not exceedthe Loan Amount. The Lender may withhold further disbursements if it determinesthat: (a) the value of the Collateral is insufficient; (b) loanproceeds have been used for purposes not approved by the Lender; (c) loanpayments have not been made in accordance with the repayment plan contained inthe loan application; or (d) an event has occurred which entities theLender to accelerate maturity of the loan.

**DRAFT PROGRAM AGREEMENT**: If the Draft Program isapplicable to this loan, the Borrowers may draw loan funds using the draftforms furnished by the tender, subject to the following terms and conditions:

   (a) The Borrowers authorize and directthe Lender and its duly authorized agents to accept drafts made or drawn by anyone of the Borrowers and to disburse loan funds accordingly, as specified inthis document; however, Borrowers agree not to use drafts as payments on thisor other Obligations of the Borrowers. The Borrowers may be charged areasonable fee for this program and the cost of printing drafts.

   (b) The Borrowers jointly and severallyaccept responsibility for all disbursements made pursuant to this authorizationand direction. The Lender shall not be obligated to inquire as to whether theBorrowers have issued specific directions for any particular draft or todetermine whether the Borrowers have received the benefit of the proceeds ofany particular draft before honoring such draft. Drafts may be depositeddirectly into the bank account at any one of the Borrowers.

   (c) The minimum amount for which eachdraft may be written is the Minimum Draft amount. In the event that Borrowerswrite any draft for an amount below this minimum, the Lender may chargeBorrowers a reasonable fee for each draft that is not in compliance.

   (d) Drafts may not be written in excessof the undisbursed loan commitment. The Lender reserves the right to revoke allfuture draft privileges without notice to the Borrowers in the event of anoverdraft and the right to reject drafts that are not written for purposesspecified in the loan documents or pursuant to these terms and conditions. Inthe event that Lander chooses to honor a draft which exceeds the available loancommitment, Borrowers are liable for full repayment of the funds thus borrowed,plus interest and Lender may charge Borrowers a reasonable overdraft fee.

   (e) The Borrowers agree to immediatelynotify the Lender in the event one or more drafts are lost, stolen, destroyedor otherwise misused and to indemnify the Lender and hold the Lender harmlessfrom any loss or claim if any draft is lost, stolen, forged, altered orotherwise misused if the Lender did not have notice of the same at least 24hours prior to honoring such draft.

   (f) The Borrowers may stop payment on adraft by request to the Lender.  TheBorrowers wilt be charged a reasonable fee for each stop-payment order andagree to reimburse the Lender for all damages, costs and expenses as a resultof the Lender’s refusal to honor such draft. The Lender shall not be liable inthe event the draft is honored following a stop-payment order if such order isnot received in sufficient time to permit dishonor.

   (g) This authorization and directionshall be effective as to this and, with the Lender’s approval, other existingand future loans to the Borrowers and shall continue in force and effect untilthe Lender receives written notice of revocation signed by the Borrowers,provided the privilege of using drafts may be withdrawn by the Lender andunused drafts must be surrendered to the Lender on demand.

**FUNDS HELD PROGRAM:** Lender may offer a FundsHeld Program (“Program”) that allows Borrowers to make advance conditionalpayments on designated loans. Lender reserves the right, in its discretion, toamend or terminate the Program. The following terms and conditions apply to atProgram accounts in connection with loans from Lender.

   (a) Subject to Lender’s rights todirect the application of payments, an advance payment made to be applied tofuture maturities on a loan will be placed in a Program account (“Account”) asof the date received. If a special prepayment of principal is desired,Borrowers must so specify when an advance payment is made.

   (b) Interest will accrue on funds inthe Account at such times and at such rates as per Lender’s Program. Lender maychange the interest rate or accrual period from time to time without notice.The Program may provide for different interest rates for different categories ofloans.

   (c) When a loan installment or otherrelated charge becomes due, funds in the Account for that loan wilt beautomatically applied on the due date toward payment be the installment orrelated charge. Any accrued interest in the Account will be applied first. Ifthe funds in the  Account are notadequate to pay the entire Installment or related charge, Borrowers must paythe difference by the installment due date.

   (d) Funds received after a loaninstallment or related charge has been billed will be applied to theinstallment or related charge due. Funds received in excess of the billedinstallment amount or related charge will be placed in the Account.

Eventhough no installment or related charge is due, Lender may, at its option,apply funds from the Account without notice to Borrowers as follows:

      — Protective Advances.  If Borrowers fail to pay when due other itemsBorrowers are required to pay pursuant to any loan document, Lender may applyfunds in the Account to pay them.

      — Account Ceiling. If the Account balanceexceeds the unpaid balance on the loan, Lender may apply the funds in theAccount to pay off the loan and will return any excess funds.

      — Transfer of Security. If Borrowerssell, assign, or transfer any interest in any collateral for the loan, Lendermay apply the funds in the Account to the remaining loan balance.

      — Deceased Borrowers. If all Borrowersare deceased, Lender may apply the funds in the Account to the remaining loanbalance.

      — Termination of Program. If Lenderdecides to terminate the Program, it may apply all funds in the Account to theremaining loan balance effective on the termination date.

   (e) Lender may, in its discretion,permit Borrowers to withdraw funds from the Account in accordance with Lender’sProgram.

   (f) Neither the advance payments northe accrued interest in an Account are insured by a governmental agency orinstrumentality. If Lender is placed in liquidation, Borrowers shall be sent bythe receiver such notices as required by FCA regulations then in effect. Suchregulations currently provide for advance notice from the receiver that fundsin the Account will be applied to the loan and that funds in the Account willnot earn interest after the receiver is appointed.

**LOAN PAYMENTS**:  If the loan is payable in installments andthe period from the day interest begins to the due date of the firstinstallment is more than the interval between installments, there may be aninterest only payment due one installment interval prior to the due date of thefirst installment, or the interest may be included in the first installment atthe option of the Lender, but if each period is less than the interval betweeninstallments and principal and interest are payable in equal installments, thenthe first installment will be decreased by the amount of interest not yetaccrued for that installment. The final installment may be more or less thanpreceding installments, if any, and any periodic adjustments to the interestrate will result in corresponding changes in the amount of installments, if thelean is payable in installments, or the amount due at maturity. The Borrowersmay make advance payments in any amount and at any time without penalty. 

 

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Prepaymentsshall, at the option of the Lender, (a) be held by the Lender and thenapplied to installments of principal and interest next scheduled to mature inthe order of maturity (b) be immediately applied to payment of principalthen outstanding, resulting in a reamortization of the remaining balance of theloan over the remaining term under the existing payment plan and in acorresponding reduction in the amount of future installments of principal endinterest, or (c)  be immediately applied to payment of principal thenoutstanding, with, if en amortized loan, a corresponding reduction in thenumber of future installments of principal and interest in the inverse order ofmaturity, thus discharging the loan at an earlier date; provided, in any event,the Lender may, at its option, first apply any such prepayments to the paymentof interest accrued to the date of prepayment.

**PERSONAL PROPERTY AND FIXTURES**: The following subsections (1) and(2) including the definitions apply, in addition, only if the collateraldescribed on Promissory Note/Loan Agreement, and each addendum thereto, ispersonal property or fixtures:

(1) **Obligations and Collateral**. TheBorrowers grant to the Lender as security for the payment and performance ofthis loan and the other Obligations a security interest in all of the Borrowers’rights, title, and interest in the Collateral, including all rights to transferan interest in the Collateral. “Obligations” means this loan and all otherloans and advances by the Lender except any loan to which a Basic Membershipand Lending Relationship Agreement (Rural Residence /Country Living Loans)applies including: (a) existing and future indebtedness, liabilities, andother obligations of the Borrowers to the Lender of any kind, absolute orcontingent, due or to become due, arising out of existing or future creditgranted by the Lender to the Borrowers, or any one or more of them, and allextensions and renewals thereof from time to time: and (b) all costsincurred by the Lender in enforcing its rights under this document withinterest, including attorneys fees end legal costs.  “Collateral” means (a) the propertydescribed on Promissory Note/Loan Agreement and each addendum thereto; (b) alladditions, accessions, replacements, and substitutions of the Collateral andproperty of similar type or kind now owned or hereafter acquired by theBorrowers; and (a) to the extent not included in (a) or (b) asoriginal Collateral, all products and proceeds of the Collateral. If theCollateral includes crops now growing or to be grown in North Dakota, thefollowing provision is part of this document:

**This security agreement covers crops now growing. Thissecurity agreement also covers future crops to be grown in the current year orany year hereafter.**

   The Borrowers agree to deliver upon therequest of the Lender such additional or corrected documents, drafts orinstruments as the Lender may deem necessary at any time.

   (2) **Warrantiesend Agreements**: The Borrowers warrant and agree that:

      (a) The Borrowers are the absoluteowners of the Collateral free from any encumbrances, liens, security interests,or equity interests, except for the security interest granted herein and exceptas disclosed by the Borrowers to the Lender in writing.

      (b) The Borrowers shall: (1) carefor the Collateral and not permit its value to be impaired; (2) keep theCollateral free from all encumbrances, liens, and security interests, otherthan those created or expressly permitted herein; (3) defend theCollateral against all claims and legal proceedings by persons other than theLender; (4) pay and discharge when due all taxes, license fees, levies,end other charges upon the Collateral; and (5) immediately inform theLender in writing of any change in Borrowers’ address or the location of theCollateral, Loss of or damage to the Collateral shall not release the Borrowersfrom any of the Obligations. Upon demand, the Borrowers will provide additionalcollateral acceptable to the Lender.

      (c) At the Lender’s request, theBorrowers shall keep all Collateral and the Lenders interest in it insuredunder policies naming the Lender as loss payee, with provisions, coverages,amounts, end by insurers satisfactory to the Lender, and the Borrowers shallfurnish Lender satisfactory evidence of such insurance.

      (d) The Borrowers shall pay allexpenses which are permitted to be recovered from the Borrowers by applicablelaw and, upon request, take any action reasonably deemed advisable by theLender to preserve the Collateral or to establish, determine the priority of, perfect,continue as perfected, preserve, enforce or terminate the Lender’s rights andinterest in the Collateral.

      (e) The Lender is authorized toexamine the Collateral at reasonable times.

      (f) The Borrowers shall not disposeof any of the Collateral without the authorization of the Lender and, except asotherwise agreed to in writing by the Lender, shall apply the proceeds of alldispositions of the Collateral to payment of this loan.

   (g) The Borrowers understand that theunauthorized disposition of Collateral with intent to defraud the Lenderconstitutes a federal criminal offense.

   (h) The Borrowers hereby authorize theLender to file all financing statements describing the Collateral, and allamendments thereto, in any offices as the Lender, in its sole discretion, maydetermine. The Borrowers hereby also authorize the Lender to file all effectivefinancing statements describing the Collateral pursuant to 7 U.S.C. Section 1631,and all amendments hereto, in any offices as the Lenders, in its solediscretion, may determine.

    (i) If the Collateral includes federalor state government program entitlements or payments, the Borrowers shallexecute and deliver to the Lender all assignments, transfers, and otherdocuments required by the Lender to transfer, convey, and assign to the Lenderall such federal and slate government program entitlements, payments, rights topayment whether or not earned by performance, accounts, general intangibles,and benefits.

   (j) All terms in this Agreement thatare defined in the Uniform Commercial Code, as enacted in the stats in whichLender’s office originating this Loan is located and as amended from time totime (“UCC”), shall have the meanings set forth in the UCC. The meaning of aterm hereunder shall automatically change on the affective date of eachamendment to the definition of such term in the UCC.

   (k) For each Borrower that is not anindividual, the legal name of each such Borrower is as set forth in the Note oran addendum thereto. None of the Borrowers have used any trade name, assumedname, or other name except those sat forth in the Note or an addendum thereto,The Borrowers shall give the Lender written notice at least 30 days before thedate of (1) any change in any Borrowers name or (2) any use by anyBorrower of another name.

   (l) If any of the Borrowers is aRegistered Organization, as that term is defined in the UCC, all informationprovided by the Borrowers to the Lender concerning the state(s) oforganization for the Borrowers is true, accurate, and complete. None of theBorrowers shall change its state of organization without the prior writtenconsent of the Lender. Borrowers shall provide the Lender with written noticeat least 30 days before the date any Borrower date any action to change itsstate of organization.

   (m) If any of the Borrowers is anindividual or an entity that is not a Registered Organization, all informationprovided by the Borrowers to the Lender concerning the address of an individualBorrower’s residence or the address of the chief executive office of an entitythat is not a Registered Organization is true, accurate, and complete. None ofthe individual Borrowers shall change that address of residence withoutproviding written notice to the Lender at least 30 days before the effectivedate of such address change. None of the Borrowers that are entities that arenot Registered Organizations shall change that address of the chief executiveoffice without providing written notice to the Lender at least 30 days beforethe effective date of such address change.

   (n) To the extent that the Borrowersuse proceeds of the Loan extended by the Lender to purchase Collateral,Borrowers’ repayment of the Loan shall apply on a “first-in-first-out” basis so

 

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thatthe portion of the Loan used to purchase a particular item of the Collateralshall be paid in the chronological order the Borrowers purchased theCollateral.

**FINANCIAL RECORDS**: The Borrowers agree tomaintain complete and accurate financial books and records for Borrowers’business, permit access by the Lender and to provide periodic financialinformation as requested by Lender in a form acceptable to Lender.

**PAYMENTS BY LENDER**: The Lender is authorizedbut not obligated to pay the following items and charge them to the loan withinternet at the rate(s) then applicable to this loan: (a) amountsrequired to pay prior liens on the Collateral; (b) the cost of insurancecarried by the Borrowers in connection with this loan or any financiallyrelated service offered by or through the Lender; (c) appraisal and titleevidence costs, recording and filing fees, and similar items; (d) amountsrequired for the Borrowers to acquire and maintain stock or participationcertificates in the Lender or the Lenders parent association, as applicable;and (a) any accrued interest hereunder that is not paid when due.

**EVENTS OF DEFAULT**:  Each of the following constitutes a defaultby Borrowers under this document (a) the failure to perform any warrantyor agreement contained in this document or in any instrument securing paymentof this loan or related to this loan; (b) default under any otherpromissory note executed by the Borrowers, or any one or more of them, andpayable to the Lender except any note to which a Basic Membership and LendingRelationship Agreement (Rural Residence/Country Living Loans) applies; (c) defaultunder any lease executed by the Borrowers, or any one or more of them, underwhich the Lender is the Lessor, and, it shall also be an event of default underthis document if an event of default occurs on any other loan or lease that anyof the Borrowers have with either the Lenders parent association or anysubsidiaries of the Lender’s parent association; (d) any statement orreport furnished by the Borrowers to the Lender is false in any materialrespect; (e) any Collateral is lost, stolen, substantially damageddestroyed, or, without the Lender’s consent, sold or encumbered; (f) anyof the Borrowers dies, is dissolved, declares insolvency, is declaredinsolvent, or is the subject of any proceeding under any bankruptcy orinsolvency law; or (g) the Lender, in good faith, deems itself insecure ordetermines that the prospect of payment of this loan or the prospect ofperformance of this or any other instrument securing this loan or relating toit is impaired.

**LENDER’S REMEDIES**: Lender, in addition toother rights provided in this document or by law or agreement, may do any oneor more of the following if Borrowers default under this document; (a) declarethis loan and any or all other loans to Borrowers or any one or more of them(except any loan to which a Basic Membership and Landing Relationship Agreement(Rural Residence/Country Living) applies) immediately due end payable; (b) asto Collateral which is personal property or fixtures, exercise all the remediesof a secured party under the Uniform Commercial Code including withoutlimitation: (1) without notice to the Borrowers or judicial processpeaceably enter upon any premises where the Collateral is located, take possessionof it and remove it from the premises; (2) require the Borrowers toassemble the Collateral and make it available to the Lender at a placedesignated by Lender which is reasonably convenient to both parties; end (3) useand occupy the Borrowers’ premises to care for livestock collateral. Crops areperishable and may decline speedily in value and the Lender at Borrowers’expense may care for and harvest the crops and dispose of them at private sale;(4) require Borrowers to reimburse the Lender for expenses incurred by theLender in protecting or enforcing us rights under this document, includingwithout limitation reasonable attorney’s fees and legal expenses when permittedby law, (5) After deduction of expenses, the Lender may apply the proceedsof disposition to the Obligations in the order and amounts it elects.

**ASSIGNMENT OP LOAN**: The Lender may not assignor otherwise transfer this loan to any party other than Agribank, FCB and itssuccessors (the “Bank”), whether absolutely or as collateral security andwhether in the ordinary course of business or otherwise, without the expresswritten consent of the Bank. If this loan is assigned or otherwise transferredto the Bank or another institution chartered pursuant to the provisions of theFarm Credit Act of 1971, as amended, (“Act”) the interest rate hereunder may beestablished by such institution in accordance with the provisions of thisdocument. If this loan is assigned or transferred to a party not charteredunder the Act, notwithstanding any contrary provision in this document, in theabsence of maturity or acceleration, the following apply:

   (a) If this is a Variable Rate loan oran Adjustable Rate Operating RLOC, adjustments in the interest rate will bemade only on the dates occurring at successive intervals of one year each afterthe first day of the month and year of such assignment based upon an index andmargin. The index will be the weekly average yield on United Stales Treasurysecurities, as made available by the Federal Reserve Board, adjusted to aconstant maturity of one year.

   (b) If this is an Adjustable RateCapital RLCC or Adjustable Rate it loan, the interest rate will continue to beadjusted on the dates and intervals described therein based upon an index andmargin. The index will be the same as for a Variable Rate Loan, except it willbe adjusted to a constant maturity of a length equal to the length of theinterval between adjustments specified above (if U.S. Treasury yield figuresare not available for this length, the U.S. Treasury yield figures which areavailable for the closest length of time which is shorter than the intervalbetween adjustments will be used).

   (c) For interest rate adjustments under(a) and (b), the margin will be the amount by which the interest rate ineffect for this loan at the time of the assignment, in the absence of default,exceeds the index that would have been effective for the date that thisinterest rate was established for this loan (the last previous repricing date).The new interest rate will be calculated by adding the margin to the applicablecurrent index and rounding the total to the nearest one-eighth of one percent,subject however, to the provision herein for a higher default rate. The currentindex will be the most recent index available as of 45 days before the date theInterest rate is to be adjusted, if the applicable index is not available, theLender will select a new index which is based upon comparable information. Theinterest rate shall never exceed the rate permitted by applicable law.

   (d) If this is an Adjustable Rate PrimeRate Based loan, the margin that is used for interest rate adjustments shallremain fixed for the remaining term, of the loan at the margin amount that isin effect at the time of the assignment.

**WAIVER**: The Borrowers and other parties to thistransaction (except the Lender), and each of them, whether principal, surety,guarantor, endorser, or other party, agree to be jointly and severally boundand, further, waive demand, protest, and notice of demand, protest, ornonpayment, and agree that the liability of each shall be unconditional withoutregard to the liability of any other party and shall not be affected by anyindulgence, extension or extensions of time, renewal, waiver, release of anyparty or of any Collateral, or other modifications granted or consented to bythe Lender. The rights and powers granted to the Lender hereunder shall not,nor shall any provision hereof be waived except in writing signed by theLender, and the provisions hereof shall not be modified, limited, or waived byany prior or subsequent course of dealing between the parties or between theBorrowers and third parties or by any usage of trade. To the extent the Bankgives or has given value to the Lender in reliance hereon, either by way ofloan or discount, the Borrowers hereby waive any and all other defenses orright of offset which the Borrowers or any of then may or might have againstthe Lender when this document is held by the Bank, its collateral custodian, orthe successors or assigns of either.

**APPOINTMENT OF AGENT**: Each of the Borrowershereby appoints each of the other Borrowers as agent for the purposes of 

 

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thisloan and, if applicable, the Obligations and agrees that loan funds, dividends,stock retirement proceeds, and other distributions may be disbursed to or byorder of any one or more of them. This appointment shall continue until writtennotice of termination is received by the Lender.

**ASSOCIATION MEMBERSHIP**: The Borrowers agree topurchase and maintain stock or participation certificates in the Lender or theLender’s parent association, as applicable, in amounts as may be required fromtime to time under the Capital Plan adopted by the Board of Directors pursuantto applicable Bylaws.

**MODIFICATION**: No modification of thisdocument or any related document shall be enforceable unless in writing andsigned by the party against whom enforcement is sought. **Oral agreements or commitments to loan money, extendcredit, or to forbear from enforcing repayment of a debt including promises toextend or renew such debt are not enforceable, regardless of the legal theoryupon which it is based that is in any way related to the credit agreement. Toprotect you (the Borrowers) and us (the Lender) from misunderstanding or disappointment,any agreements we reach covering such matters are contained in this writing,which is the complete and exclusive statement of the agreement between us,except as we may later agree in writing to modify it.**

**REPORTING**: Lender, its agents, successorsand assigns may report Borrowers’ names and information regarding this loan andall of Borrowers’ past and future loans to credit reporting agencies.

**FOR ILLINOIS AND MISSOURI LOANS ONLY**: Unless you(the Borrowers) provide us (the Lender) with evidence of the insurance coveragerequired by your agreement with us, we may purchase insurance at your expenseto protect our interests in your Collateral. This insurance may, but need not,protect your interests. The coverage that we purchase may not pay any claimthat you make or any claim that is made against you in connection with theCollateral. You may later cancel any insurance purchased by us, but only afterproviding us with evidence that you have obtained insurance as required by ouragreement, if we purchase insurance for the Collateral, you will be responsiblefor the costs of that insurance, including interest and any other charges wemay impose in connection with the placement of the insurance, until theaffective date of the cancellation or expiration of the insurance. The costs ofthe insurance may be added to your total outstanding balance orobligation.  The costs of the insurancemay be more than the cost of insurance you may be able to obtain on your own.

**POWER OF ATTORNEY**: Borrowers hereby irrevocablyappoint the Lender as Borrowers’ attorney-in-fact to act for the Borrowers withfull authority in the place and name of the Borrowers to take any action and toexecute any instrument which the Lender may deem advisable to accomplish thepurposes of this Agreement, including authority (a) to endorse, collect,sue for, compromise, and receive any drafts, instruments, documents, or moneysdue in connection with the Collateral; (b) to file any claims or lake anyaction or institute any proceedings which the Lender may deem desirable for thecollection of any of the Collateral or otherwise to enforce the rights of theLender with respect to any of the collateral; (c) to disburse fundsincluding paying insurance premiums, taxes, liens, end other costs ofpreserving the Collateral; and (d) to establish, determine priorityof,  perfect, continue as perfected,preserve, enforce, or terminate the Lenders rights and interests under thisAgreement.  The Lender may charge itsexpenses of doing so to any of the Obligations and the Borrowers shall pay themupon demand with interest from the date each expense is incurred at the rate ineffect on the date each expense is incurred on the applicable Obligation.

**AUTHORIZATION FOR ACCESS TO INFORMATION**: Borrowersacknowledge and agree that the verification or reverification of anyinformation, whether contained in the Borrowers’ loan application or in anyother manner supplied by the Borrowers to the Lender in connection therewith,may be made at any time by the Lender, its agents, successors, or assigns,either directly or through a credit reporting agency, from any source whethernamed in the Borrowers’ loan application or otherwise provided to the Lender bythe Borrowers.

**BORROWERS’ PRIVACY DISCLOSURE**: Your privacy is importantto us. We want you to know that we hold your financial and other personalinformation in strict confidence. Since 1972, Farm Credit Administrationregulations have forbidden the directors and employees of Farm CreditInstitutions from disclosing personal borrower information to others withoutyour consent We do not sell or trade our customers’ personal information tomarketing companies or information brokers.

      FCA rules allow us to disclosecustomer Information to others only in these situations:

      — We may give it to another Farm Creditinstitution that you do business with.

      — We can be a credit reference for youwith other lenders and provide information to a credit bureau or other consumerreporting agency.

      — We can provide information in certaintypes of legal or law enforcement proceedings.

      — FCA examiners may review loan filesduring regular examinations of our association.

      — If one of our employees applies tobecome a licensed real estate appraiser, we may give copies of real estateappraisal reports to the State agency that licenses appraisers when required.We will first remove as much personal information from the appraisal report aspossible.

      As a member/owner of this institution,your privacy and the security of your personal information are vital to ourcontinued ability to serve your ongoing credit needs.

**UNAUTHORIZED DISPOSITIONS AND FALSE STATEMENTS:** Borrowersunderstand that it is a federal crime punishable by fine, imprisonment, or bothto knowingly make any false statements in the Borrowers’ loan application asapplicable under the provisions of Title 18, United Stales Code, Section 1014,Borrowers also understand that any unauthorized disposition of Collateral orthe making of any false statement or report to the Lender in connection with aloan could result in civil and criminal consequences to the Borrowers asapplicable under the provisions of Title 18, United States Code, Sections 656and 1014.

**PARTIES BOUND**: Each person signing theNote, other than the Lender, is a Borrower. The Obligations of all Borrowersare joint and several, and all Borrowers hereby acknowledge  receipt of all proceeds of the Loan. ThisAgreement benefits the Lender, its successors, and assigns. This Agreementshall bind the Borrowers, the Borrowers’ heirs, personal representatives,successors, and assigns, and all persons and parties who become bound as aBorrower under this Agreement.

**FEES CHARGED**: Lender has authority tocharge and Borrowers agree to pay any reasonable fees and costs charged byLender to amend the terms of this Loan, Borrowers give Lender authority toadvance such fees and costs and charge them to the loan. If Borrowers do notimmediately repay such advance, interest at the default rate shall begin toaccrue on the amount advanced. The absence of express authority in thisPromissory Note/Loan Agreement to charge a specific fee or cost to Borrowersshall not be construed as a prohibition on the charging of such fees or costs.

 

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| **Assn.** | ** ** | **B.O.No.** | ** ** | **CIF No.** | ** ** | **Loan No.** | ** ** | **Product  Code** | ** ** | **Coll.  Code** | ** ** | **Customer  Name**   | ** ** | **Commitment  Amount** |
|-----------|------------|-------------|------------|-------------|------------|--------------|------------|-------------------|------------|-----------------|------------|----------------------|------------|------------------------|
| 72        |       | 65          |       | 1895500     |       | 1192413700   |       | 1011              |       | 1               |       | GREAT PLAINS ETHANOL |       | $15,000,000.00         |

 

EFFECTIVE INTERESTRATE AND DISCLOSURE

DATE: February 20,2008

 

The disclosures on this page andmade pursuant to Section 4.13(a) of the Farm Credit Act of 1971, asamended, 12 U.S.C. 2199, and are not part of the contractual agreement betweenthe Borrowers and the Lender.  This Loanis not subject to the Truth-in-Lending (TIL), 15 U.S.C. 1601 et seq., and theeffective rate of interest described herein is not to be construed as theequivalent of the annual percentage rate which would be disclosed on a loansubject to TIL.

 

| **Stated Interest Rate**        | ** ** | **Effective Interest Rate**    | ** ** |
|---------------------------------|------------|--------------------------------|------------|
| The  rate of interest currently |       | The  stated rate of interest   | ** ** |
| applicable  to the Loan         |       | adjusted  to take into account | ** ** |
|                            |       | loan  origination charges and  | ** ** |
|                            |       | any  purchase of stock         | ** ** |
| 7.37%                           |       | 6.50%                          |       |

 

Except with respect tostock protected under Section 4.9A of the Farm Credit Act of 1971, asamended, stock that is purchased in the lender or the Lender’s parentassociation, as applicable, is a risk and can only be retired at the discretionof the association board.  EffectiveInterest Rate is calculated as if stock will never be retired.  If stock is retired, as is customary, theEffective Interest Rate would be lower than the percentage stated above.  It is generally the association’s practice toretire stock when a Borrower’s loan balance is paid in full or upon fullpayment of all of a Borrower’s loans, provided the association’s practice toretire stock when a Borrower’s loan balance is paid in full or upon fullpayment of all of a Borrower’s loans, provided the association has an adequatecapita position.  At this time, the association’scapital exceeds the regulatory capital requirements.

 

INTEREST RATE PLAN:

(Adjustable Rate LIBORBased) The Interest rate is based on an index plus a margin and may increaseduring the term of this transaction if there is an increase in the One MonthLondon Interbank Offered Rate (“One Month LIBOR”) and/or margin. The Index isthe One Month LIBOR published on the applicable date in the Wall StreetJournal. The margin is set by the Lender and pan change at successive intervalsof 1 year(s) each.

 

In the event of defaultat any time during the term of the Loan, however, and at maturity, the Loanwill be subject to a higher rate of interest.

 

ADJUSTMENT FACTORS: Thefactors which the Lender takes Into account in making adjustments to theInterest rate on the Loan (except fixed rate loans and adjustments based onchanges in the prime Index or LIBOR Index) include cost of funds, operatingexpenses, provision for loan  losses,capital requirements, capital sharing, nonearning assets and competitive elementsof the financial environment. The factors considered by the Lender may changeduring the term of the Loan.

 

REPRESENTATIVE EXAMPLES:These examples show the effect that changes in the stock requirement and loanorigination fees would have on the effective interest rate of a representativeloan with customer level stock. A $101,000 amortized loan, including loanorigination charges of $1,000 amortized over a 5-year term with level annualpayments, and a stated interest rate of 10% would have an affective interestrate of 10.39%.  If the loan amount wasto remain at $101,000, but the loan origination charges increase to $1,500, theeffective interest rare would be 10.59%

 

 

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LOAN OPTIONS: The Lendermay offer secured and unsecured short- and intermediate-term loans includinglines of credit with maturities up to 7 years or, in some instances, 10 years,installments can be paid monthly, quarterly, semi-annually, annually, oraccording to other  irregular repaymentplans as may be agreed upon by the Borrowers and the Lender. Interest rates maybe variable at the option of the Lender, fixed for a specified period and thenvariable adjustable at specified intervals with the rate determined either atLender’s discretion or in   accordancewith the prime index or LIBOR Index, or fixed for the term of the Loan. Someloan options are subject to certain conditions and are not available to allborrowers for all purposes. In addition, loan options, including Interestrates, may vary by location and time period. The availability of any loanoption is subject to change at any time at the discretion of the Lender. If theLender is an ACA or FLCA, Lender also offers long-term real estate loans withmaturities of 5 to 40 years secured by agricultural real estate or rural homes,interest rates may be fixed for the term of the loan, variable at the option ofthe Lender, or adjustable at   specifiedintervals with the rate adjusted either at Lender’s discretion or in accordancewith   Federal Farm Credit Banks FundingCorporation rates or the prime Index or LIBOR Index. These reel estate mortgageloan options are subject to the same conditions, limitations, and varyingavailability as mentioned above for the short- and intermediate-term loans.

 

**BORROWERRIGHTS**:

1.                                       At loan closing, Borrowers shall receivecopies of loan documents signed by Borrowers. Upon request thereafter Borrowersare entitled to copies of documents signed or delivered by Borrowers, copies ofLender’s or the Lender’s parent association’s charter and bylaws, as applicable,and copies of Lender’s appraisals of the collateral.

 

2.             If the loan has an adjustable or variable Interest rate,Borrowers will be notified in writing of any change in interest rate.  The notice will be given not later than anydeadline date required by regulations promulgated by the Farm CreditAdministration.

 

3.             If Borrowers’ Loan is in a differential interest rateprogram, Borrowers may request that Lender review the Loan to verify that theproper interest rate category has been assigned, and also to explain in writingto Borrowers the basis for the interest rate charged and how the credit statusof the Borrowers may be improved to receive a lower interest rate on the Loan.

 

4.             If Lender places Borrowers’ Loan in nonaccrual statusand such action results in an adverse action being taken against Borrowers(such as revocation of any undisbursed loan commitment), the Lender shallnotice, Borrowers in writing of such change in status and the reasonstherefor.  If Borrowers were notdelinquent in any payments under the Loan at the time and Borrowers’ request tohave the Loan reinstated to accrual status is denied, Borrower may obtain areview of such denial before the Lender’s credit review committee.

 

5.                                       Lender may not commence foreclosure orother legal action against any collateral securing the Loan unless at least 45days before such commencement Lender has provided Borrowers with a copy ofLender’s restructuring policy and forms on which Borrowers may submit a requestfor restructuring. If Borrowers’ request for restructuring is denied, Borrowersmay appeal the denial to Lender’s credit review committee, and may also obtainan independent appraisal of any collateral (at Borrowers’ expense) forconsideration by the credit review  committee.

 

6.             If Lender acquires agricultural real estate byenforcement of Lender’s lien, when Lender elects to sell or lease the acquiredproperty, Borrowers shall have a right of first refusal on the property. Lendershall notify Borrowers In writing and Borrowers may purchase or lease theproperty, as appropriate, at the appraised fair market value or fair rentalvalue, or if the property is sold by public offering, at the price of thehighest qualified bid.

 

If you have any questionsconcerning the information contained on this disclosure page, please contactyour servicing office.

 

 

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| **ASSN.  NO.** | ** ** | **B.O.NO.** | ** ** | **CIF NO.** |   | EXHIBIT TO SECURITY  AGREEMENT       | ** ** |
|----------------|------------|-------------|------------|-------------|--------|--------------------------------------|------------|
| 72             |       | 65          |       | 1895500     |   | DESCRIPTION OF  COLLATERAL - GENERAL |       |

 

 

1.                                       **Description ofCollateral**. TheCollateral referred to in the Security Agreement dated February 20, 2008by the undersigned Debtors to AGCOUNTRY FARM CREDIT SERVICES, PCA (“SecuredParty”) includes, whether now owned or later acquired, the property describedopposite the box(es) checked below and the property described at Sections 1.9through 1.13.

 

                                                1.1                                 o                                    All crops growing, grown or to be grownon real estate in the State(s) of ___________________________.  The real estate is more specificallydescribed as follows (if required by state law):

                                                                    ACRES            QTR.     SEC.    TWP.     N/S      RNG.     E/W            COUNTY

                                                Tr. 1        ___________      _____    _____    _____    _____    _____    _____    __________________

                                                Tr. 2        ___________      _____    _____    _____    _____    _____    _____    __________________

                                                Tr. 3        ___________      _____    _____    _____    _____    _____    _____    __________________

                                                Tr. 4        ___________      _____    _____    _____    _____    _____    _____    __________________

                                                Tr. 5        ___________      _____    _____    _____    _____    _____    _____    __________________

 

If the box at 1.1 aboveis checked and crops will be grown in North Dakota, the following applies:

THIS SECURITY AGREEMENTCOVERS CROPS NOW GROWING. THIS SECURITY AGREEMENT ALSO COVERS FUTURE CROPS TOBE GROWN IN THE CURRENT YEAR OR ANY YEAR HEREAFTER.

 

                                                1.2                               o                                    All harvested crops end all processedcrops, whether or not produced by Debtors.

 

                                                1.3                               o                                    All livestock end poultry.

 

                                                1.4                               o                                    All feed, seed, fertilizer, insecticides,herbicides and other agricultural chemicals and supplies.

 

                                                1.5                               o                                    All general intangibles.

 

                                                1.6                               o                                    All equipment, all spare parts andspecial tools for such equipment, all motor vehicles and all fixtures.

 

                                                1.7                               o                                    All contract rights, chattel paper,documents, accounts, end general intangibles, whether now owned or hereafteracquired by Debtors, including, but not limited to, all entitlements, rights topayment, end payments (in whatever form received, including, but not limitedto, payments in cash or in kind) under any current or future state or federalgovernmental programs, including, but not limited to, governmental agriculturaldiversion programs, governmental agricultural assistance programs and theUnited Slates Department of Agriculture Farm Service Agency (FSA) Feed GrainProgram; and all proceeds of the foregoing.

 

                                                1.8                                 x                                  Property specifically described here:

All goods includinginventory, equipment and software; all accounts and general intangibles,instruments, investment property, documents, chattel paper, and letter ofcredit rights; whether now owned or alter acquired; all accessions, additions,replacements, and substitutions; all records of any kind relating to any of theforegoing; and all proceeds.

 

                                                1.9                                                                                 **Association Stock.** Debtors’ stock, participation certificates, equity reserve and allocatedsurplus in the Secured Party or its parent association, as applicable, itssuccessors and assigns.

 

                                                1.10                                                                           **Proceeds.** To the extent not included in any of the subparagraphs herein asoriginal Collateral, all proceeds of the Collateral. (Debtors are NOTAUTHORIZED TO SELL or 

 

 

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dispose or anyCollateral unless authorized in the Security Agreement or in a writing signedby Secured Party.)

 

                                                1.11                                                                           **Documents.** All documents of title, warehouse receipts, weight receipts, scaletickets, storage contracts (including CCC contracts) and deficiency paymentscovering or arising from any Collateral.

 

                                                1.12                                                                           **Additions.** All additions, accessions, replacements and substitutions of or to anyCollateral and sit property of similar type or kind, including all offspring oflivestock and poultry.

 

                                                1.13                                                                           **Products**. All products of crops, livestock and poultry given as Collateralincluding eggs, milk and wool and all products into which any of the Collateralhas been or shall later tie manufactured, processed or assembled.

 

2.                                       The Collateral described in this Exhibit isin addition to property described in additional Exhibits to the SecurityAgreement, if any.  To the extent theCollateral described in this Exhibit is similar to, or after-acquiredproperty, products, or proceeds of existing Collateral, its inclusion in this Exhibit isfor the purpose of more specifically identifying the Collateral. This Exhibit shallin no way affect the priority of the security interest of Secured Party inexisting Collateral or limit the parties’ intention that all similar andafter-acquired property, products, and proceeds of the Collateral are alsoCollateral under the Security Agreement.

 

Dated: February 20,2008

 

GREAT PLAINS ETHANOL LLC

dba Poet Biorefining -Chancellor

a South Dakota LimitedLiability Company

 
| By:                   | /s/ Darin Ihnen |   |
|-----------------------|-----------------|--------|
| DARIN IHNEN, CHAIRMAN |

 

 

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| **ASSN.  NO.** | ** ** | **B.O.NO.** | ** ** | **CIF NO.** |       |                    |
|----------------|------------|-------------|------------|-------------|------------|-------------------------|
| 72             |       | 65          |       | 1895500     | ** ** | **SECURITY  AGREEMENT** |

 

1.                                       **GRANT OF SECURITYINTEREST**. Forvalue received, the undersigned Debtor, whether one or more, grants toAGCOUNTRY FARM CREDIT SERVICES, PCA (‘Secured Party”), whose address is 190044th ST S, P0 BOX 6020, FARGO, NORTH DAKOTA 58108-6020, a security interest inall of the Debtor’s rights, title, and interest in the property described in Section 2,including all rights to transfer an interest in the Collateral (“Collateral’),to secure the payment and performance of the obligations described in Section 5(“Obligations”).

2.                                       COLLATERAL DESCRIPTION.  The Collateral is the property described inone or more Exhibits to this Agreement which are by this reference incorporatedinto this Agreement.

3.                                       **OBLIGATIONS SECURED**. “Obligations” means:(a) allexisting end future loans, advances, indebtedness and payment and performancesobligations owed or owing to Secured Party arising out of existing or futurecredit granted by Secured Party to Debtor (or any of them, if more than one),to Debtor and another, to another guaranteed or endorsed by Debtor, or toanother designated by Debtor, whether direct or indirect, absolute orcontingent, including both consumer and commercial credit, and both long-termand short-term credit; and (b) all existing end future payment andperformance obligations of Debtor arising out of this Agreement; and (c) allcasts end expanses incurred by Secured Party in protecting or enforcing itsrights under this Agreement with interest from the date incurred by SecuredParty’s applicable loan rate on the date incurred, including, to the extentpermitted by law, attorneys’ fees and legal costs end expenses.

4.                                       **DEBTOR’S DUTIESREGARDING COLLATERAL.**

                                                4.1                                 **Prohibition onDisposition of Collateral by Debtor. DEBTOR SHALL NOT SELL, STORE OFF-FARM,LEASE OR OTHERWISE DISPOSE OF ANY COLLATERAL EXCEPT AS FOLLOWS:**

a)  Subject to any restrictions stated in anaddendum to this Agreement and to Secured Party’s continuing security interestin all proceeds and accounts arising from permitted disposition of Collateral,Debtor, before default, may in a commercially reasonable manner, (1) marketmilk, (2) market eggs, end (3) use feed, crops end products of cropsas feed for Debtor’s livestock and poultry; or b) as specifically authorized ina writing signed by Secured Party or in an addendum to this Agreement, SecuredParty reserves the right, in its sole discretion, to revoke or modify anypermission given Debtor to dispose of Collateral.

                                                4.2                                 **Ownership Warranty**. Debtor warrants that Debtor is theabsolute owner of all Collateral free of all interests, liens, encumbrances,options and security interests except (a) Secured Party’s securityinterest and (b) those disclosed to Secured Party by Debtor in writing.

                                                4.3                                 **Residence end Location.** Debtor’s residence (If Debtor is eRegistered Organization, the State of Organization) is in the state shown aboveDebtor’s signature. The Debtor has provided the Secured Party with informationconcerning the location of the Collateral and the Debtor warrants to theSecured Party that such information is true, accurate, and complete. Exceptwith the prior written consent of tile Secured Party, the Debtor shall notremove any Collateral from any location as provided to the Secured Party.Debtor shall immediately inform Secured Party in writing of any change inDebtor’s address or the location of the Collateral.

                                                4.4                                 **Records and Reports**. Debtor shall keep permanent records ofall material information on the acquisition, maintenance, identification and dispositionof all Collateral in a form acceptable to Secured Party. Secured Party shallhave the right to examine end copy these records at reasonable times andplaces. Debtor’s records are kept at Debtor’s present residence and shall notbe removed from the state of Debtor’s present residence.  Debtor agrees to furnish Secured Party withwritten reports on the Collateral with content and at times as Secured Partymay reasonably request.

                                                4.5                                 **Maintenance ofCollateral.**Debtor shall; (a) care for the Collateral in accordance with goodagricultural practices and not permit its value to be impaired; (b) keepit free from all liens, encumbrances end security interests (other than thosecreated or expressly permitted by this Agreement); (c) defend it againstall claims and legal proceedings by persons other than Secured Party; (d) payend discharge when due all taxes, license fees, levies and other charges uponit; (e) not permit it to become a fixture or an accession to other goodsexcept as specifically authorized in a writing signed by Secured Party; and (f) notpermit it to be used in violation of any law, 

 

 

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regulation orpolicy of insurance.  Loss of or damageto the Collateral shall not release Debtor from any of the Obligations.

                                                4.6                                 **Insurance.** Debtor shall keep all Collateral end Secured Party’s interest in itinsured under policies with provisions, coverages, amounts and by insurerssatisfactory to Secured Party from time to time.  Debtor shall furnish Secured Party withevidence of this insurance satisfactory to Secured Party.  At Secured Party’s request, Secured Partyshall be specifically named in an appropriate union or standard mortgage clauseendorsed on the policy. Debtor assigns and directs any insurer to pay toSecured Forty the proceeds of this insurance end all premium refunds.  Debtor authorizes Secured Party to endorse inDebtor’s name any instrument for such proceeds or refunds.  Secured Party shall have the option to applythe proceeds and refunds to any of the Obligations, whether or not due, or torestoration of the Collateral, returning any excess to Debtor.  Secured Party is authorized, in the name ofthe Debtor or otherwise, to make, adjust and settle claims under any creditinsurance financed by Secured Party or any insurance on the Collateral and tocancel the insurance after the occurrence of an event of Default.

                                                4.7                                 **Inspection**. Debtor shall permit and assist Secured Party to verify and inspect theCollateral wherever located at reasonable times.

 

**THIS AGREEMENT INCLUDES ALL THE PROVISIONSON ADDITIONAL PAGES OF THIS AGREEMENT. BY SIGNING, DEBTOR ACKNOWLEDGES THAT DEBTOR HAS READ ALL OF THESEPROVISIONS AND HAS RECEIVED AN EXACT COPY OF THIS AGREEMENT.**

 

Debtor’s State(s) ofResidence or Organization: ____________________    SOUTH DAKOTA

 

Dated: February 20,2008

 

GREAT PLAINS ETHANOL LLC

dba Poet Biorefining -Chancellor

a South Dakota LLC

 
| By:                   | /s/ Darin Ihnen |   |
|-----------------------|-----------------|--------|
| DARIN IHNEN, CHAIRMAN |

 

 

5.                                     **DEFAULT**.

                                                5.1                                 **Default by Debtor**. Each of the following constitutes adefault under this Agreement by Debtor (“Default”): (a) Failure to paywhen due any principal, interest, advances, late charges, costs, attorneys’fees or other charges incurred on any of the Obligations; (b) The sale orother disposition of any of the Collateral when it is not authorized by thisAgreement; (c) Failure to perform or observe any warranty, agreement orobligation contained in this Agreement or in any mortgage, deed of trust,security agreement, loan application or any evidence of or document relating toany of the Obligations; (d) Any warranty or information given to SecuredParty in connection with this Agreement or any of the Obligations is false inany material respect when made; (e) Loss, theft, substantial damage,destruction or encumbrance of any of the Collateral or the making of any levy,seizure or attachment against it; (f) The acceleration of the maturity ofDebtor’s indebtedness to any ether creditor; (g) The death, dissolution ortermination of existence, insolvency, business failure, appointment of a receiverfor any property, assignment for the benefit of creditors, the commencement ofany proceeding under any, bankruptcy or insolvency laws, of, by, or againstDebtor or any guarantor or surety of Debtor; (h) Failure of any of Debtor’saccount debtors or obligors to make payment when due or to honor secured party’ssecurity interest; (i) The occurrence of any event which causes SecuredParty in good faith to believe that the Obligations are inadequately secured orthe prospect of payment, performance or realization on the Collateral isimpaired; or (j) A default under any lease executed by any Debtor underwhich the Secured Party is the lessor or a default under any ether loan orlease that any Debtor has with either the Secured Party’s parent association orany subsidiaries of the Secured Party’s parent association.

 

 

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                                                5.2                                 **Secured Party’s Remedies**. Secured Party, in addition to otherrights and remedies provided in this Agreement or in any evidence of ordocument associated with the Obligations or provided by law, may do any one ormore of the following if a Default occurs under Section 5.1: (a) Declareany or all Obligations immediately due and payable; (b) Refuse to makeadvances under any commitment; (c) Exercise all rights and remedies or asecured party under the  UniformCommercial Code; (d) Without notice to the Debtor or judicial process,peaceably enter upon any premises where the Collateral is located, takepossession of all or any part of it, and remove it from the premises; (e) RequireDebtor at Debtor’s expense to assemble all or part of the Collateral asdirected by Secured Party and make it available to Secured Party at a place tobe designated by Secured Party which is reasonably convenient to both parties; (f) Sell,lease or otherwise dispose of all or any part of the Collateral, without noticeto Debtor except as required by law, in one or more parcels at public orprivate proceeding on such terms as Secured Party may deem commerciallyreasonable; (g) Occupy and use the Debtor’s premises, pasturage, foodtroughs and water to care for livestock Collateral; (h) Crops areperishable and may decline rapidly in value end Secured Party at Debtor’sexpense may protect, cultivate, harvest, thresh and combine crops and sell themat private sale; (i) Apply the proceeds of Debtor’s Association stock andparticipation certificates to the Obligations in such order and at such timesas Secured Party shall determine: (j) Require Debtor to reimburse SecuredParty out of proceeds from the disposition of Collateral or otherwise orexpenses incurred by Secured Party to protecting or enforcing its rights underthis Agreement. These expenses include the expenses of retaking, holding,preparing for sale or other disposition, and selling or disposing of the Collateraland, to the extent not prohibited by law, attorney’s fees and legalexpenses.  Secured Party may charge theseexpenses to any of the Obligations and Debtor shall pay them upon demand withinterest from the data incurred at the rate in effect on the date incurred onthe applicable obligation.  Afterdeduction of these expenses, Secured Party may apply the proceeds ofdisposition to the Obligations in the order and amounts it elects; (k) Ifthere is any security or collateral other than the Collateral described in thisAgreement for any or the Obligations, then Secured Party may proceed upon theCollateral and the other security and collateral either concurrently orseparately in any order it chooses.

                                                5.3                                 **Commercially Reasonable.** In addition to other means which are commercially reasonable: (a) commerciallyreasonable notice is written notice sent to any address of Debtor given byDebtor to Secured Party in conjunction with this Agreement at least 10 calendardays (counting the day of sending) before the date or a proposed disposition ofCollateral; and (b) commercially reasonable means of disposition oflivestock include a sale through a livestock market and through a licensedlivestock sales company.

6.                                       **MISCELLANEOUSPROVISIONS.**

**                                               **6.1                                 **True Information**. Debtor warrants that all information, statements and warranties given byor on behalf of Debtor to Secured Party in connection with this Agreement orthe Obligations are true and correct.

                                                6.2                                 **Collections**. (a) At any time Secured Party may,end Debtor shall upon request, notify Debtor’s account debtors and obligors oninstruments to make payment directly to Secured Party.  Secured Party may enforce collection of,settle, compromise, extend or renew the indebtedness of such account debtorsand obligors. Unless this notification is given, Debtor, as agent of SecuredParty, shall collect accounts and instruments. (b) When required bySecured Party, all proceeds of Collateral received by Debtor shall be held byDebtor upon an express trust for Secured Patty, shall not be commingled withany other funds or property of Debtor and shall be turned over to Secured PartyIn precisely the form received (but endorsed by Debtor, if necessary forcollection) not later than the third business day following the date of receipt.All proceeds of Collateral received by Secured Party directly or from Debtorshall be applied against the Obligations in such order and at such time asSecured Party shall determine.

                                                6.3                                 **Maintenance of SecurityInterest**. To theextent permitted bylaw, Debtor shall pay all expenses, and upon request takeany action reasonably deemed advisable by Secured Party, to preserve theCollateral or to establish, determine priority of, perfect, continue perfected,preserve, enforce or terminate Secured Party’s rights and interests under thisAgreement.

                                                6.4                                 **Power of Attorney**. Debtor hereby irrevocably appointsSecured Party as Debtor’s attorney-in-fact to act for Debtor with fullauthority in the place and name of Debtor to take any action and to execute anyinstrument which the Secured Party may deem advisable to accomplish thepurposes 

 

 

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of this Agreement,including authority: (a) to endorse, collect, sue for, compromise andreceive any drafts, instruments, documents or moneys due in connection with theCollateral; (b) to file any claims or take any action or institute anyproceedings which Secured Petty may deem desirable for the collection of any ofthe Collateral or otherwise to enforce the rights of Secured Party with respectto any of the Collateral; (c) to disburse funds including paying insurancepremiums, taxes, liens, and other costs of preserving the Collateral: end (d) toestablish, determine priority of, perfect, continue perfected, preserve,enforce or terminate Secured Party’s rights and interests under this Agreement,Secured Party may charge its expenses of doing so to any of the Obligations andDebtor shall pay them upon demand with interest from the data incurred at therate in effect on the date incurred on the applicable Obligation.

                                                6.5                                 **Unauthorized Dispositionand False Statements.**  Debtor understands that theunauthorized disposition of Collateral or making a false statement or report toSecured Party in connection with a loan could result in civil and criminalconsequences to Debtor (Federal Statutes 18 U.S.C. 658, 1014).

                                                6.6                                 **Waiver**. The failure or delay of Secured Party to enforce any right shall not beconstrued as a waiver of the right. Secured Party’s waiver of any default shall not constitute a waiver ofany prior or subsequent default.  SecuredParty waives only those rights specified in a writing signed by SecuredParty.  The provisions of this Agreementshall not be modified or waived by any course of dealing or bade usage.

                                                6.7                                 **Secured Party Not Liable**. Secured Party has no duty to exerciseor to withhold the exercise of any of the rights and powers expressly orimplicitly granted to it in this Agreement and shall not be responsible for anyfailure to do so or delay in so doing. Secured Party has no duty to protect, insure or realize upon theCollateral.  Debtor releases SecuredParty from all liability for any act or omission relating to the Obligations,the Collateral or this Agreement except Secured Party’s willful misconduct.

                                                6.8                                 **Financing Statement**. A carbon, photographic or otherreproduction of this Agreement or of a financing statement shall be sufficientas a financing statement.

                                                6.9                                 **Persons Bound.** Each person signing this Agreement, other than the Secured Party, is aDebtor. The Obligations of all Debtors are joint and several, and all Debtorshereby acknowledge receipt or all proceeds of the Loan. This Agreement benefitsSecured Party, its successors, and assigns. This Agreement binds the Debtor,the Debtor’s heirs, personal representatives, successors, and assigns, and allparsons who become bound as a Debtor under this Agreement.

                                                6.10                           **Agency**. Until Secured Party is prospectively notified in writing by Debtor tothe contrary, Secured Party may rely upon the following: (a) If Debtor istwo or more individuals, the act or signature of any one of them shall bindthem all; (b) If Debtor is a partnership, each partner is fully authorizedto act for the partnership in all matters governed by this Agreement; (c) IfDebtor is a corporation, each officer is fully authorized individually to actfor and bind the corporation in all matters governed by this Agreement.

                                                6.11                           **Cumulative Rights**. At rights and remedies of Secured Partyin this Agreement are cumulative and are in addition to other rights andremedies given in this Agreement or in any evidence of or document associatedwith the Obligations or provided by law.

                                                6.12                           **Termination**. This Agreement shall not be made nulland void because at any particular time there is no outstanding securedObligation end no commitment to lend money, if at the time the parties arecontemplating additional loans or advances, it shall continue in effect for allObligations to Secured Petty arising prior to the filing of record of a UCCTermination Statement covering all Collateral, Debtor instructs Secured Partynot to file a UCC Termination Statement until requested by Debtor.

                                                6.13                           **Interpretation**. This Agreement shall be governed by the laws of the state in whichSecured Party’s office originating the credit is located.  In this Agreement, “including” means “includingbut not limited to” and indicates an illustrative and incomplete listing.

                                                6.14                           **Wisconsin PerformanceDeposit**. IfDebtor has and exercises a right to redeem any Collateral under Section 425,208,Wisconsin Statutes, the performance deposit tendered by Debtor shall not bearinterest held by Secured Party.

                                                6.15                           **Public Filings**. The Debtor hereby authorizes the Secured Party to file all financingstatements describing the Collateral, and all amendments thereto, in anyoffices as the Secured Party, in its sole discretion, may determine.  The Debtor hereby also authorizes the SecuredParty to file all 

 

 

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effectivefinancing statements describing the Collateral pursuant to 7 U.S.C. section1631, and all amendments thereto, in any offices as the Secured Party, in itssole discretion may determine.

                                                6.16                           **Government ProgramPayments**. If theCollateral includes federal or state government program entitlements orpayments, the Debtor shall execute and deliver to the Secured Party allassignments, transfers, and other documents required by the Secured Party totransfer, convey, end assign to the Secured Party all such federal and stategovernment program entitlements, payments, rights to payment whether or notearned by performance, accounts, general intangibles, and  benefits.

                                                6.17                           **Uniform Commercial Code**. All terms in this Agreement that aredefined in the Uniform Commercial Code, as enacted in the state in whichSecured Party’s office originating the loan is located and as amended from timeto time (‘UCC”), shall have the meanings set Forth in the UCC.  The meaning of a term hereunder shallautomatically change on the effective date of each amendment to the definitionof such term in the UCC.

                                                6.18                           **Debtor Names**. For each Debtor that id not an individual, the legal name of each suchDebtor is as set forth in the Note or an addendum thereto, or in thisAgreement.  No Debtor has used any tradename, assumed name, or other name except those set forth in the Note or anaddendum thereto, or in this Agreement. The debtor shall give the Secured Early written notice at least 30 daysbefore the date of (1) any change in any Debtor’s name or (2) any useby any Debtor of another name.

                                                6.19                           **Registered Organizations**. If any Debtor is a Registered Organization,as that term is defined in the UCC, all information provided by such Debtor tothe Secured Party concerning the state or organization for such Debtor is true,accurate, end complete.  No Debtor shallchange its state of organization without the prior written consent of theSecured Party. Debtor shall provide the Secured Party with written notice atleast 30 days before the date any Debtor makes any action to change its stateof organization.

                                                6.20                           **Addresses of Debtor**. If any Debtor is an individual or anentity that is not a Registered organization, all information provided by theDebtor to the Secured Party concerning the address of an individual Debtor’sresidence or the address of the chief executive officer of en entity that isnot a Registered Organization is true, accurate, and complete. No individualDebtor shall change that address of residence without providing written noticeto the Secured Party at least 30 days before the effective date of such addresschange. No Debtor that is an entity that is not a Registered Organization shallchange that address of the chief executive officer without providing writtennotice to the Secured Party at least 30 days before the effective date of suchaddress change.

                                                6.21                           **Purchase Money SecurityInterests**. To theextent that the Debtor uses proceeds of the Loan extended by the Secured Partyto purchase Collateral, Debtor’s repayment of the Loan shall apply on a “first-in-first-out”basis so that the portion of the Loan used to purchase a particular item of theCollateral shall be paid in the chronological order the Debtor purchased theCollateral.

                                                6.22                           **Reporting**. The Secured Party, its agents,successors, and assigns may report Debtor’s names and information regardingthis Loan and all of Debtors past and future loans to credit reportingagencies.

                                                6.23                           **Authorization for Accessto Information.**  Debtor acknowledges end agrees that theverification or reverification or any information, whether contained in theDebtor’s loan application or in any other manner supplied by the Debtor to theSecured Party in connection therewith, may be made at any time by the SecuredParty, its agents, successors, or assigns, either directly or through a creditreporting agency, from any source whether named in the Debtor’s loan applicationor otherwise provided to the Secured Party by the Debtor.

 

 

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**UCC FINANCING STATEMENT**

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

 

A. NAME& PHONE OFCONTACTAT FILER (optional]

 

 

B. SEND ACKNOWLEDGMENT TO: (Name andAddress)

 

 

**            AGCOUNTRYFARM CREDIT SERVICES**

**            190044TH ST S P0 BOX 6020**

**            FARGO                                       ND           58108-6020**

 

**THE ABOVESPACE IS FOR FILING OFFICE USE  ONLY**
| 1.  DEBTOR’S EXACT FULL LEGALNAME  — insert only one debtor name (1a or  1b)-do not abbreviate or combine names                                                                                                                                                                                                                                             |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1a,  ORGANIZATION’S NAME                                                                                                                                                                                                                                                                                                                                              |   |   |   |   |   |   |
| **GREAT  PLAINS****ETHANOL  LLC**                                                                                                                                                                                                                                                                                                                                                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| OR                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |
| 1b.  INDIVIDUALS’S LAST NAME                                                                                                                                                                                                                                                                                                                                          |   | FIRST NAME |   | MIDDLE NAME |   | SUFFIX |
|                                                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |
| 1c  MAILING ADDRESS                                                                                                                                                                                                                                                                                                                                                        |   | CITY |   | STATE | POSTAL CODE |   | COUNTRY |
| **27716  462ND AVE**                                                                                                                                                                                                                                                                                                                                                                 | ** ** | **CHANCELLOR** | ** ** | **SD** | **57015** | ** ** | **USA** |
| 1d  SEE INSTRUCTIONS                                                                                                                                                                                                                                                                                                                                                       |   | ADDL’ INFO RE |   | 1e. TYPE OF |   | 1f. JURISDICTION OF |   | 1e. ORGANIZATIONAL ID#, if any |
|                                                                                                                                                                                                                                                                                                                                                                                 |   | ORGANIZATION |   | ORGANIZATION |   |   |   |   |   |   |
| **46-0459108**                                                                                                                                                                                                                                                                                                                                                                       | ** ** | **DEBTOR** | ** ** | **LIMITED  LIABILITY** | ** ** | ORGANIZATION | **SD** | ** ** |   |   | o NONE |
| 2.  ADDITONAL DEBTOR’S EXACT FULL LEGAL NAME  —insert only one debtor name (2a or2b) . do not abbreviate or combine  names                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |   |
| 2a.  ORGANIZATION’S NAME                                                                                                                                                                                                                                                                                                                                              |   |   |   |   |   |   |   |   |
| **Poet  Biorefining —****CHANCELLOR**                                                                                                                                                                                                                                                                                                                                           | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| OR                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |   |   |   |
| 2b,  INDIVIDUAL’S  LAST NAME                                                                                                                                                                                                                                                                                                                                          |   |   |   | FIRST NAME |   | MIDDLE NAME |   | SUFFIX |
|                                                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |   |
| 2c  MAILING ADDRESS                                                                                                                                                                                                                                                                                                                                                        |   |   |   |   |   | CITY |   | STATE | P’OSTAL CODE |   | COUNTRY |
| **27716  462ND AVE**                                                                                                                                                                                                                                                                                                                                                                 | ** ** | ** ** | ** ** | ** ** | ** ** | **CHANCELLOR** | ** ** | **SD** | **57015** | ** ** | **USA** |
| 2d  SEE INSTRUCTIONS                                                                                                                                                                                                                                                                                                                                                  |   | ADDL’ INFO RE |   | 2e. TYPE OF |   | 2f. JURISDICTION |   | 2g. ORGANIZATIONAL ID#, |
|                                                                                                                                                                                                                                                                                                                                                                                 |   | ORGANIZATION |   | ORGANIZATION |   | ORGANIZATION |   | if any |   |   |
| **46-0459108**                                                                                                                                                                                                                                                                                                                                                                       | ** ** | **DEBTOR** | ** ** | **LIMITED  LIABILITY** | ** ** | **SD** | ** ** | **NONE** | ** ** | ** ** |
| 3.                                                                                                                                                                                                                                                                                                                                                                                   | SECURED PARTY’S****NAME (or NAME OF TOTAL ASSIGNEE OF ASSIGNOR S/P)-  insert only one party name (3a or 3) |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                 | 3a.  ORGANIZATION’S NAME |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                 | ** ** |   |   |
| ** **                                                                                                                                                                                                                                                                                                                                                                           | **AGCOUNTRY****FARM CREDIT****SERVICES, PCA** | ** ** | ** ** |
| OR                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                 | 3b  INDIVIDUAL’S LAST NAME |   | FIRST NAME |   | MIDDLE NAME |   | SUFFIX |
|                                                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |
| 3c  MAILING ADDRESS                                                                                                                                                                                                                                                                                                                                                        |   | CITY |   | STATE | POSTAL****CODE |   | COUNTRY |
| **1900  44TH ST  PO BOX 6020**                                                                                                                                                                                                                                                                                                                                                  | ** ** | **FARGO** | ** ** | **ND** | **58108.6020** | ** ** | **USA** |
|                                                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |
| 4.  This FINANCING STATEMEN covers the following collateral:                                                                                                                                                                                                                                                                                                               |   |   |   |
| **All****goods including inventory,  equipment and software; all accounts and general intangibles, instruments, i****nvestment****property, documents, chattel  paper, and letter of credit rights; whether now owned or after acquired; all  accessions, additions, replacements, and substitutions; all records of any  kind relating to any of the foregoing; and all proceeds.** |
|                                                                                                                                                                                                                                                                                                                                                                                 |
| 5.  ALTERNATIVE DESIGNATION [if  applicable]:  o LESSEE/LESSOR  o CONSIGNEE/CONSIGNOR  o BAILEE/BAILOR  o SELLER/BUYER  o AG.LIEN  o NON-UCC FILNG                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |
| 6.  o THIS FINANCING STATEMENT is to be  filed (for record)                                                                                                                                                                                                                                                                                                           |   | 7.  Check to REQUEST SEARCH REPORT(S) on  Debtor(s) |   |   |
| (or recorded) in  the REAL ESTATE Records. Attach                                                                                                                                                                                                                                                                                                                                    |   | (ADDITIONAL  FEE)    [optional] |   | o All Debtors   o Debtor   o Debtor 2 |
| Addendum [if  applicable]                                                                                                                                                                                                                                                                                                                                                            |   |   |   |   |   |   |   |   |
| ** **                                                                                                                                                                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |   |   |
| 8,  OPTIONAL FILER REFERENCE DATA                                                                                                                                                                                                                                                                                                                                          |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |
| FILING OFFICE COPY — 11CC FINANCING STATEMENT  (FORM UCC1)(REV. 06/22/02)                                                                                                                                                                                                                                                                                                  |   | UCCI (09/2005) |
|                                                                                                                                                                                                                                                                                                                                                                                      |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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**ASSN. NO****.  B.O.NO.    CIF NO**.          **                EXHIBITTO SECURITY AGREEMENT**

     72                 65         1895500                           **DESCRIPTION OF COLLATERAL - GENERAL**

 

1.                                       **Description of Collateral**. The Collateral referred to in theSecurity Agreement dated February 20, 2008 by the undersigned Debtors toAGCOUNTRY FARM CREDIT SERVICES, PCA (“Secured Party”) includes, whether nowowned or later acquired, the property described opposite the box(es) checkedbelow and the property described at Sections 1.9 through 1.13.

 

                                                A.a          o            Allcrops growing, grown or to be grown on real estate in the State(s) or____________________________.  The realestate is more specifically described as follows (if required by state law):

 
| ** ** | ** ** | **ACRES** | ** ** | **QTR.** | ** ** | **SEC.** | ** ** | **TWP.** | ** ** | **N/S** | ** ** | **RNG.** | ** ** | **E/W** | ** ** | **COUNTY** |
|------------|------------|-----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|---------|------------|------------|
| Tr. 1      |       |      |       |     |       |     |       |     |       |    |       |     |       |    |       |       |
| Tr. 2      |       |      |       |     |       |     |       |     |       |    |       |     |       |    |       |       |
| Tr. 3      |       |      |       |     |       |     |       |     |       |    |       |     |       |    |       |       |
| Tr. 4      |       |      |       |     |       |     |       |     |       |    |       |     |       |    |       |       |
| Tr. 5      |       |      |       |     |       |     |       |     |       |    |       |     |       |    |       |       |

 

If the box at 1.1 aboveis checked end crops will be grown in North Dakota, the following applies:

THIS SECURITY AGREEMENTCOVERS CROPS NOW GROWING. THIS SECURITY AGREEMENT ALSO COVERS FUTURE CROPS TOSE GROWN IN THE CURRENT YEAR OR ANY YEAR HEREAFTER.

 
| 1.2    | o      | All harvested crops and  all processed crops, whether or not produced by Debtors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.3    | o      | All livestock end  poultry.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.4    | o      | All feed, seed,  fertilizer, insecticides, herbicides and other agricultural chemicals and  supplies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.5    | o      | All general  intangibles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.6    | o      | All equipment, all  spare parts and special tools for such equipment, all motor vehicles and all  fixtures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.7    | o      | All contract rights,  chattel paper, documents, accounts, and general intangibles, whether now  owned or hereafter acquired by Debtors, including, but not limited to, all  entitlements, rights to payment, and payments (in whatever form received,  including, but not limited to, payments in cash or in kind) under any current  or future state or federal governmental programs, including, but not limited  to, governmental agricultural diversion programs, governmental agricultural  assistance programs and the United States Department of Agriculture Farm  Service Agency (PSA) Feed Grain Program; and all proceeds of the foregoing. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.8    | x      | Property specifically  described here:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   | All of Debtor’s right,  title and interest, whether now or hereafter owned, existing, arising or  acquired, in all fixtures or every kind and nature, and any accessions  thereto, and all recorded data of any kind or nature relating to such  fixtures, regardless of the medium or recording, including, without  limitation, all software, writings, plans specification and schematics, and  all proceeds and products of any of the foregoing.                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.9    |   | **Association  Stock**.  Debtors’ stock, participation,  certificates, equity reserve and allocated surplus in the Secured Party or  its parent association, as applicable, its successors and assigns.                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.10   |   | **Proceeds**. To the extent not included in any of  the subparagraphs herein as original Collateral, all proceeds of the  Collateral. (Debtors are NOT AUTHORIZED TO SELL or dispose of any Collateral  unless authorized in the Security Agreement or in a writing signed by Secured  Party.)                                                                                                                                                                                                                                                                                                                                                         |
|   |   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.11   |   | **Documents**. All documents of title, warehouse  receipts, weight receipts, scale tickets, storage contracts (including CCC  contracts) and deficiency payments covering or arising from any Collateral.                                                                                                                                                                                                                                                                                                                                                                                                                                              |

 

 

----

 
| 1.12   |   | **Additions**. All additions, accessions,  replacements and substitutions of or to any Collateral and all property of  similar type or kind, including all offspring of livestock and poultry.                                     |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                               |
| 1.13   |   | **Products**. All products of crops, livestock end  poultry given as Collateral including eggs, milk end wool and all products  into which any of the Collateral has been or shall later be manufactured,  processed or assembled. |

 

2.           TheCollateral described in this Exhibit is in addition to property describedin additional Exhibits to the Security Agreement, if any. To the extent theCollateral described in this Exhibit is similar to, or after-acquiredproperty, products, or proceeds of existing Collateral, its inclusion in this Exhibit isfor the purpose of more specifically identifying the Collateral.  This Exhibit shall in no way effect thepriority of the security interest of Secured Party in existing Collateral orlimit the parties’ intention that all similar and after-acquired property,products, end proceeds of the Collateral are also Collateral under the SecurityAgreement.

 

Dated: February 20,2008

 

GREAT PLAINS ETHANOL LLC

dba Poet Biorefining -Chancellor

a South Dakota limitedLiability Company

 
| By:                   | /s/ Darin Ihnen |   |
|-----------------------|-----------------|--------|
| DARIN IHNEN, CHAIRMAN |

 

----

 

EXHIBIT 1
|           |   |                                 |
|----------------|--------|--------------------------------------|
| Debtor:        |   | GREAT PLAINS ETHANOL,  LLC           |
|           |   | 27716 - 462nd  Avenue                |
|           |   | Chancellor, SD 57105                 |
|           |   |                                 |
| Secured Party: |   | AGCOUNTRYFARM CREDIT  SERVICES, FLCA |
|           |   | 1900 44th  Street South              |
|           |   | Fargo, North Dakota  58108           |

 

Description of RealEstate:

 

Real property in TurnerCounty in the State of South Dakota, to wit:

 

Parcel I:  The Northwest Quarter (NW 1⁄4) less Plucker’sTract 1 in the South Half of the Northwest Quarter (S 1⁄4 NW 1⁄4) and except theSubstation Addition in the Northwest Quarter (NW 1⁄4) and except the South DakotaCentral Railroad Right-of-Way and except Lot H-1, all in Section Twenty-six(26), Township Ninety-Nine (99) North, Range Fifty-Two (52) West of the 5th P.M.,Turner County, South Dakota.

 

Parcel 2:  Tract 1 in the Northeast Quarter (NE 1⁄4) of Section Twenty-Six(26), Township Ninety-Nine (99) North, Range Fifty-Two (52) West of the 5thPM, Turner County, South Dakota, according to the recorded plat thereof.

 

Parcel 3: Tract 3 in theSoutheast Quarter (SE 1⁄4) of Section Twenty-Six (26), Township Ninety-Nine(99) North, Range Fifty-Two (52) West of the 5th P.M., TurnerCounty, South Dakota, according to recorded plat thereof.

 

Tract 4:  Tract 1 and Tract 2 of Great Plains Additionin the Northeast Quarter (NE 1⁄4) of Section Thirty (30), TownshipNinety-Eight (98) North, Range Fifty-Two (52) West of the 5th P.M.,Turner County, South Dakota, according to the recorded plat thereof.

 

Property Address: 27716 —452nd Avenue, Chancellor, South Dakota

 

----

 

**UCC FINANCING STATEMENT**

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

 

A. NAME& PHONE OFCONTACTAT FILER (optional]

 

 

B. SEND ACKNOWLEDGMENT TO: (Name andAddress)

 

 

**            AGCOUNTRYFARM CREDIT SERVICES**

**            190044TH ST S P0 BOX 6020**

**            FARGO                                       ND           58108-6020**

 

**THE ABOVESPACE IS FOR FILING OFFICE USE  ONLY**
| 1.  DEBTOR’S EXACT FULL LEGALNAME  — insert only one debtor name (1a or  1b)-do not abbreviate or combine names                                                                                                                                                                                                                                                                                                                           |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **1a,  **ORGANIZATION’S NAME                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |   |   |   |   |
| **GREAT  PLAINS****ETHANOL  LLC**                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |   |   |   |   |
| OR                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |
| 1b.  INDIVIDUALS’S LAST NAME                                                                                                                                                                                                                                                                                                                                                                                                                        |   | FIRST NAME |   | MIDDLE NAME |   | SUFFIX |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |
| 1c  MAILING ADDRESS                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | CITY |   | STATE | POSTAL CODE |   | COUNTRY |
| **27716  462ND AVE**                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | **CHANCELLOR** |   | **SD** | **57015     ** |   | **USA** |
| 1d  SEE INSTRUCTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | ADDL’ INFO RE |   | 1e. TYPE OF |   | 1f. JURISDICTION OF |   | 1e. ORGANIZATIONAL ID#, if any |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | ORGANIZATION |   | ORGANIZATION |   |   |   |   |   |   |
| **46-0459108**                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ** ** | **DEBTOR** | ** ** | **LIMITED  LIABILITY** | ** ** | ORGANIZATION | **SD** | ** ** |   |   | o NONE |
| 2.  ADDITONAL DEBTOR’S EXACT FULL LEGAL NAME  —insert only one debtor name (2a or2b) . do not abbreviate or combine  names                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |   |   |   |
| 2a.  ORGANIZATION’S NAME                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |   |   |   |   |   |   |
| **Poet  Biorefining —****CHANCELLOR**                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |   |   |   |   |
| OR                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |   |
| 2b,  INDIVIDUAL’S  LAST NAME                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |   | FIRST NAME |   | MIDDLE NAME |   | SUFFIX |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |   |   |   |
| 2c. MAILING ADDRESS                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |   |   |   | CITY |   | STATE | P’OSTAL CODE |   | COUNTRY |
| **27716  462ND AVE**                                                                                                                                                                                                                                                                                                                                                                                                                                               | ** ** | ** ** | ** ** | ** ** | ** ** | **CHANCELLOR** | ** ** | **SD** | **57015     ** | ** ** | **USA** |
| 2d  SEE INSTRUCTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                |   | ADDL’ INFO RE |   | 2e. TYPE OF |   | 2f. JURISDICTION |   | 2g. ORGANIZATIONAL ID#, |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | ORGANIZATION |   | ORGANIZATION |   | ORGANIZATION |   | if any |   |   |
| **46-0459108**                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ** ** | **DEBTOR** | ** ** | **LIMITED  LIABILITY** | ** ** | **SD** | ** ** | **NONE** | ** ** | ** ** |
| 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ** **SECURED PARTY’S****NAME (or NAME OF TOTAL ASSIGNEE OF ASSIGNOR S/P)-  insert only one party name (3a or 3) |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 3a.  ORGANIZATION’S NAME |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ** ** |   |   |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                         | **AGCOUNTRY****FARM CREDIT****SERVICES, PCA** | ** ** | ** ** |
| **OR**                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ** ** |   |   |
| .                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 3b  INDIVIDUALS’S LAST NAME |   | FIRST NAME |   | MIDDLE NAME |   | SUFFIX |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |
| 3c  MAILING ADDRESS                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | CITY |   | STATE | POSTAL****CODE |   | COUNTRY |
| **1900  44TH ST  PO BOX 6020**                                                                                                                                                                                                                                                                                                                                                                                                                                | ** ** | **FARGO** | ** ** | **ND** | **58108.6020** | ** ** | **USA** |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |
| 4.  This FINANCING STATEMEN covers the following collateral:                                                                                                                                                                                                                                                                                                                                                                                             |   |   |   |
| **All****of Debtor’s right, title and  interest, whether now or hereafter owned, existing, arising or acquired, in  all fixtures or every kind and nature, and any accessions thereto, and all  recorded data of any kind or nature relating to such fixtures, regardless of  the medium of recording, including, without limitation, all software,  writings, plans specifications and schematics, and all proceeds and products  of any of the foregoing.** |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 5.  ALTERNATIVE DESIGNATION [if  applicable]:  o LESSEE/LESSOR  o CONSIGNEE/CONSIGNOR  o BAILEE/BAILOR  o SELLER/BUYER  o AG.LIEN  o NON-UCC FILNG                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |   |
| 6.  x THIS FINANCING STATEMENT is to be  filed (for record)                                                                                                                                                                                                                                                                                                                                                                                         |   | 7.  Check to REQUEST SEARCH  REPORT(S) on Debtor(s) |   |   |
| (or recorded) in  the REAL ESTATE Records. Attach                                                                                                                                                                                                                                                                                                                                                                                                                  |   | (ADDITIONAL FEE)    [optional] |   | o All Debtors   o Debtor   o Debtor 2 |
| Addendum [if  applicable]                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |   |   |   |   |   |   |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |   |   |   |   |   |   |   |
| 8,  OPTIONAL FILER REFERENCE DATA                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |   |   |   |
| FILING OFFICE COPY — 11CC FINANCING STATEMENT  (FORM UCC1)(REV. 06/22/02)                                                                                                                                                                                                                                                                                                                                                                                |   | UCCI (09/2005) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

----

 

**UCC FINANCING STATEMENT ADDENDUM**

FOLLOW INSTRUCTIONS (front and back) CAREFULLY

 
| 9.  NAME OF FIRST DEBTOR (1a or 1b)**ON  RELATED FINANCING STATEMENT                  |       |       |       |                |
|-------------------------------------------------------------------------------------------------|------------|------------|------------|---------------------|
| 9a ORGANIZATlONS NAME                                                                           |       |       |       |                |
| **Great  Plains Ethanol LLC dba Poet Biorefining - Chancellor**                                 | ** ** | ** ** | ** ** | ** **          |
| OR                                                                                              |       |       |       |                |
| 9b,INDN1DLIAL’SLAST NAME            |       | FIRST NAME |       | MIDDLE NAME, SUFFIX |
|                                                                                            |       |       |       |                |   |   |
| 10.  MISCELLANEOUS:                                                                   |       |       |       |                |   |   |

 

 

 

 

 

**THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY**
| 11.  ADDITIONAL  DEBTOR’S EXACT FULL LEGAL NAME**—**insert  only one name  (11a or 11b) - do not abbreviate or combine names |
|--------------------------------------------------------------------------------------------------------------------------------------------------|
| 11a**.**ORGANIZATION’S NAME                                                                                                                 |   |   |   |   |   |   |
|                                                                                                                                             |   |   |   |   |   |   |   |   |
| OR                                                                                                                                               |   |   |   |   |   |   |   |   |
|                                                                                                                                             |   |   |   |   |   |   |   |   |
| 11 lb. INDIVIDUAL’S LAST NAME                                                                                                               |   | FIRST NAME |   | MIDDLE NAME |   | SUFFIX |
|                                                                                                                                             |   |   |   |   |   |   |   |   |
| 11c. MAILING ADDRESS                                                                                                                             |   | CITY |   | STATE, | POSTAL CODE |   | COUNTRY |
| ** **                                                                                                                                       |   | ** ** |   |   | ** ** |   | ** ** |
| 11d  SEE INSTRUCTIONS                                                                                                                  |   | ADDL’ INFO RE |   | 11a. TYPE OF ORGANIZATION |   | 11f. JURISDICTION OF |   | 11g. ORGANIZATION ID#, |
|                                                                                                                                             |   | ORGANIZATION |   |   |   | ORGANIZATION |   |   |
|                                                                                                                                             |   | **DEBTOR** |   |   |   |   |   | if  any     **0**  **NONE** |
| 12.  o****ADDITIONAL SECURED PARTY’S or   o**** ASSIGNOR *SIP’S*****NAME. Insert only one name (12a or 12b)   |   |   |
| 12a.****ORGANIZATlONS NAME                                                                                                                       |   |   |   |   |   |   |
|                                                                                                                                             |   |   |   |   |   |   |   |   |
| OR                                                                                                                                               |   |   |   |   |   |   |   |   |
|                                                                                                                                             |   |   |   |   |   |   |   |   |
| 12b. INDIVIDUALS LAST NAME                                                                                                                       |   | FIRST NAME |   | MIDDLE NAME |   | SUFFIX |
|                                                                                                                                             |   |   |   |   |   |   |   |   |
| MAILING****ADDRESS                                                                                                                               |   |   |   | CITY |   | STATE | POSTAL CODE |   | C0UNTRY |
|                                                                                                                                             |   |   |   |   |   |   |   |   |
|                                                                                                                                             |   |   |   |   |   |
|                                                                                                                                             |   |   |   |   |   |
| 13. This FINANCING STATEMENT covers o timber to be  cut                                                                                     |   | 16. Additional collateral description: |   |   |
| or o as extracted collateral,  or is filed as a x fixture filing.                                                                                |   |   |   |   |   |   |
|                                                                                                                                             |   |   |   |   |   |   |   |   |
| 14. Description of  real estate:                                                                                                            |   |   |   |   |   |   |
| **See  attached Exhibit I**                                                                                                                 |   |   |   |   |   |   |
|                                                                                                                                             |   |   |   |   |   |   |   |   |
|                                                                                                                                             |   |   |   |   |   |   |   |   |
|                                                                                                                                             |   |   |   |   |   |   |   |   |
|                                                                                                                                             |   |   |   |   |   |   |   |   |
|                                                                                                                                             |   |   |   |   |   |   |   |   |
| 15. Name and address of a  RECORD OWNER ob above                                                                                                 |   |   |   |   |   |   |
| (if Debtor does not have a record interest):                                                                                                     |   |   |   |   |   |   |
|                                                                                                                                             |   |   |   | 17. Check only  if applicable and check only one box. |
| **Debtor has a record of interest**                                                                                                              |   | Debtor is a o Trust or  o Trustee acting with respect to property held  in trust or |
|                                                                                                                                             |   |   |   | o Decedent’s Estate |   |   |   |   |
|                                                                                                                                             |   |   |   |   |   |   |   |   |
|                                                                                                                                             |   |   |   | 18. Check only  if applicable and check only one box. |   |   |
|                                                                                                                                             |   |   |   | o Debtor is a TRANSMITTING UTILITY |
|                                                                                                                                             |   |   |   | o Filed in connection with a Manufactured-Home  Transaction—effective 30 years |
|                                                                                                                                             |   |   |   | o Filed in connection with a Public-finance  Transaction-effective 30 years |
| FILING OFFICE COPY — UCC  FINANCING STATEMENT ADDENDUM (FORM UCC1Ad)(REV. 05/22/02)                                                    |   | UCC1Ad (11/2005) |
|                                                                                                                                                  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

----

 

EXHIBIT I

 

 
| Debtor:        |   | GREAT PLAINS ETHANOL,  LLC            |
|----------------|--------|---------------------------------------|
|           |   | 27716 462nd Avenue                    |
|           |   | Chancellor, SD 57105                  |
|           |   |                                  |
| Secured Party: |   | AGCOUNTRY FARM CREDIT  SERVICES, FLCA |
|           |   | 1900 44th  Street South               |
|           |   | Fargo, North Dakota  58108            |

 

Description of RealEstate:

 

Real property in TurnerCounty in the State of South Dakota, to wit:

 

Parcel 1: The NorthwestQuarter (NW ‘4) less Plucker’s Tract 1 in the South Half of the NorthwestQuarter (S 1⁄2 NW 1⁄4) and except the Substation Addition in the Northwest Quarter(NW 1⁄4) and except the South Dakota Central Railroad Right-of-Way and except LotH-1 all in Section Twenty-six (26), Township Ninety-Nine (99) North, RangeFifty-Two (52) West of the 5th PM., Turner County, South Dakota.

 

Parcel 2: Tract 1 in theNortheast Quarter (NE 1⁄4) of Section Twenty-Six (26), Township Ninety-Nine(99) North, Range Fifty-Two (52) West of the 5th P.M., TurnerCounty, South Dakota, according to the recorded plat thereof.

 

Parcel 3: Tract 3 in theSoutheast Quarter (SE 1⁄4) of Section Twenty-Six (26); Township Ninety-Nine(99) North, Range Fifty-Two (52) West of the 5th P.M., TurnerCounty, South Dakota, according to the recorded plat thereof.

 

Tract 4: Tract 1 andTract 2 of Great Plains Addition in the Northeast Quarter (NE 1⁄4) of Section Thirty(30), Township Ninety-Eight (98) North, Range Fifty-Two (52) West of the 5th P.M.,Turner County, South Dakota, according to the recorded plat thereof.

 

Property Address:   27716 — 462nd Avenue, Chancellor,South Dakota

 

----