Loan Number: 137506-R



Exhibit 10.3 

Loan
Number: 137506-R

       United
Wisconsin Grain Producers, LLC

    Due
Date: October 1, 2009




REVOLVING AND TERM CREDIT
AGREEMENT

(Business
Loans Only)

 

United
Wisconsin Grain Producers, LLC

(Name
of Customer)




The
above named customer (“Customer”, whether one or more) agrees with Farmers
& Merchants Union Bank, 159 W. James Street, PO Box 226, Columbus, WI 53925
         (“Lender”) as
follows:




1.
 Loans

(a)
 £  Term Loan.
 (Check (1) or (2); only one shall apply)

(1) Single Note; Multiple Advances.  £ If checked here, Customer requests
that Lender lend to Customer from time to time such amounts as Customer may
request, in accordance with this Agreement (the “Term Loan”), and,
subject to the terms of this Agreement, Lender agrees to lend such amounts up to
the aggregate amount advanced of $ n/a
                  (the
“Term Credit Loan”) in one or more advances before n/a
          .
 Customer’s obligations to repay the Term Loan shall be evidenced by a
promissory note (the “Note”) in substantially the form of Exhibit A
attached to this Agreement with blanks appropriately filled in and made payable
to the order of Lender; provided that Customer shall only be obligated to pay
amounts which Lender has advanced under this Section 1(a)(1).  Amounts
advanced to Customer and repaid to Lender may not be reborrowed by Customer
under this Section 1(a)(1).

(2) Multiple Notes; Multiple Advances.  £ If checked here, and in consideration
of extensions of credit from Lender to Customer from time to time, Lender and
Customer agree that sections 2 through 21 of this Agreement shall apply if
checked where appropriate, to each such extension of credit unless evidenced by
a document which states it is not subject to this Agreement.  The term
“Term Loan” includes all such extensions of credit.  The term
“Note” includes each promissory note evidencing Customer’s obligation to
repay an extension of Credit.  This Agreement does not constitute a
commitment by Lender to make such extensions of credit to Customer.




(b)  T
Revolving Loan.  If checked here, Customer requests that Lender lend
to Customer from time to time such amounts as Customer may request in accordance
with this Agreement (the “Revolving Loan”), and, subject to the terms of
this Agreement, Lender agrees to lend such amounts up to the aggregate principal
amount of $ 5,000,000.00  at any time outstanding (the “Revolving
Credit Limit”).  Within the Revolving Credit Limit and subject to the
terms of this Agreement, Customer may borrower, repay and reborrow under this
Agreement.  The aggregate amount of all advances on the Revolving Loan at
any time outstanding under this Agreement shall never exceed the lesser of the
Revolving Credit Limit or the Borrowing Base described on Exhibit B, if any.
 Lender is not obligated to but may make advances on the Revolving Loan in
excess of the Revolving Credit Limit or the Borrowing Base, and Customer is
liable for and agrees to pay all advances on the Revolving Loan.




(c)  Loans.  Collectively, the Revolving Loan and
the Term Loan, as applicable, under this Agreement shall be called the
“Loans” and each a “Loan”.




2.  Conditions for Loans.  Lender’s obligation to
make the initial advance of a Loan under this Agreement is subject to prior
satisfaction of the following conditions:




(a)  £

Lender shall have received the Note duly executed by Customer with
respect to the Term Loan.




(b)  T

Lender shall have received the following security documents and
the additional security documents described on Exhibit C, if any (collectively
the “Security Documents”), duly executed, all accompanied by the
appropriate financing statements or control agreements: Real Estate Mortgage
and General Business Security Agreement
                 .




(c)  £

     Lender shall have received copies:




£

certified by the Secretary of Customer of the articles of
incorporation and bylaws of Customer, and resolutions of the Board of Directors
of Customer authorizing the issuance, execution and delivery of this Agreement
and the Security Documents, if any;




£

certified by a general partner of Customer of the partnership
agreement of Customer, and an authorization signed by all of the general
partners of Customer authorizing the issuance, execution and delivery of this
Agreement and the Security Documents, if any;




T

certified by a member or manager of Customer, as appropriate, of
the articles of organization and operating agreement of Customer, and an
authorization signed by a member or manager of Customer, as appropriate,
authorizing the issuance, execution and delivery of this Agreement and the
Security Documents, if any;




£

certified by a trustee regarding the existence, name and other
matters pertaining to Customer if it is a trust, and an authorization signed by
all trustees of Customer authorizing the issuance, execution and delivery of
this Agreement and the Security Documents, if any;




and a certification of the names and addresses of the
representatives of Customer authorized to sign this Agreement and the Security
Documents, if any, and to request advances under the Loans under this Agreement,
together with true signatures of such representatives, and of such other matters
as Lender may reasonably request.



Exhibit
10.3




Revolving and Term Credit Agreement
Cont.

Page 2
of 7




(d)  £

Lender shall have received a certificate of sole ownership
executed by the sole proprietor.




(e)  £

Lender shall have received the following additional documentation
executed by the trust and/or trustee:  n/a




(f)  £

Lender shall have received from counsel for Customer a favorable
opinion satisfactory to Lender covering the matters described in Sections 4(c)
and 4(d), 4(f) or 4(g), as applicable, and 4(f) of this Agreement and such other
matters as Lender may reasonably request.




(g)  £

Lender shall have received a separate guaranty of payment of the
Loans duly executed by  n/a_____________________

_____________________________________________________________________________________________







(h)  £

All proceedings taken by Customer in connection with the Loans,
the Security Documents and other documents provided to Lender shall be
satisfactory to Lender and Lender shall have received copies of all documents
reasonably required by it.




3.  Loan Procedures.  Customer may obtain
advances under the Loans under this Agreement as provided in (a), (b), (c) or
(d) below.




(a)  £

Revolving Loan.  Customer shall give Lender £ at least ___________ business days’
prior notice or £_______________________________________________________________________________________________of
any advance under the Revolving Loan requested under this Agreement, specifying
the date and amount of the advance under the Revolving Loan.  Lender will
make the advance under the Revolving Loan available to Customer £ by crediting the amount of the advance
under the Revolving Loan to Customer’s account (acct. no.
_______________________) with Lender or £
_____________________________________________________________________________________________.
 Each advance under the Revolving Loan which is less than the full amount
available to Customer under this Agreement shall be in an amount not less than
$______________________________.




(b)  £

Revolving Loan.  Lender will credit Customer’s account
(acct. no. _________________) with Lender whenever the £ ledger £ collected balance in the account is
less than $______________________________ on any banking day (the “Target
Amount”), for whatever reason.  The advance under the Revolving Loan
will be in an amount within the Revolving Credit Limit and Borrowing Base
sufficient to increase the balance to the Target Amount.  Lender may
decline to make any advance under the Revolving Loan and may refuse to pay any
check drawn on the account if the amount available to Customer under the
Revolving Credit Limit would not be sufficient to increase the balance in the
account to the Target Amount.




(c)  £

Term Loan.  Customer may obtain advances under the
Term Loan under this Agreement by giving Lender at least _________ business
days’ prior notice of any advance requested, specifying the date and the amount
of the advance.  Lender will make the funds available to Customer £ by crediting the amount of the advance
to Customer’s account (account no.__________________) with Lender £ by _____  

_____________________________________________________________________________________.
 Each advance under the Term Loan which is less than the remaining amount
available to Customer under the Term Credit Limit shall be in an amount of not
less than $______________________________.




(d)  T

Other.  At customer’s written request via email,
fax or written authorization provided by President or Chief Financial Officer.
 Farmers & Merchants Union Bank shall advance the loan no later than
one business day after receipt of customer’s loan draw request.




£

If checked here, Lender’s obligation to make each advance under a
Loan (including the initial advance of any Loan) is subject to the further
condition that Lender shall have received a certificate signed by Customer,
dated the date of the advance under a Loan request and stating that the
representations and warranties in Section 4 are true and correct as of the date
of the request and that no event of default has occurred and is continuing or
would result from such advance under a Loan.




4.
 Representations and Warranties.  Customer represents and
warrants to Lender that on the date of this Agreement and on the date of each
advance under any Loan:




(a)

No part of any advance under a Loan will be used for personal,
family or household purposes.




(b)

Customer will not use any part of the proceeds of an advance under
a Loan to purchase any margin stock within the meaning of Regulation U of the
Board of Governors of the Federal Reserve System.




(c)

The execution and delivery of this Agreement, the Note, and the
Security Documents, and the performance by Customer of its obligations under
this Agreement, the Note, and the Security Documents, are within its power, have
been duly authorized by proper action on the part of Customer, are not in
violation of any existing law, rule or regulation, any order, authorization or
decision of any court, the articles of incorporation, bylaws, articles of
organization, operating agreement, partnership agreement, trust agreement or
other governing documents of Customer, as applicable, or the terms of any
agreement or restriction to which Customer is a party or by which it is bound,
and do not require the approval or consent of any person or entity.  This
Agreement, the Note and the Security Documents, when executed and delivered,
will constitute the valid and binding obligations of Customer enforceable in
accordance with their terms.




(d)

£ Customer is a
corporation legally organized, validly existing and in good standing under the
laws of the State of n/a


and is duly qualified to do business and is in good standing
in every jurisdiction in which the nature of its business or its ownership of
properties request such qualification.



Exhibit
10.3

 

Revolving and Term Credit Agreement Cont

Page 3
of 7




(e)

£ Customer is a
        n/a
      partnership legally organized, validly
existing and in good standing under the laws of the State of
       n/a
     and is duly qualified to do business
and is in good standing in every jurisdiction in which the nature of its
business or ownership of properties requires such qualification.




(f)

T Customer is a limited
liability company legally organized, validly existing and in good standing under
the laws of the State of Wisconsin
                 and is duly qualified to do business
and is in good standing in every jurisdiction in which the nature of its
business or its ownership of properties requires such qualification.




(g)

£ Customer is a
£ testamentary trust
                     n/a




£ revocable living
trust £ irrevocable living
trust
                    n/a




     validly existing under the laws of
the State of
                    n/a
             and
the trust has not been revoked or terminated.




(h)

Customer’s exact legal name is as set forth below Section 21.




(i)

If Customer is an individual, the address of Customer’s principal
residence is as set forth below Section 21.  If Customer is an organization
that has only one place of business, the address of Customer’s place of
business, or if Customer has more than one place of business, then the address
of Customer’s chief executive office, is as set forth below Section 21. 




(j)

All financial statements of Customer furnished to Lender were
prepared in accordance with generally accepted principles of accounting
consistently applied throughout the periods involved and are correct and
complete as of their dates.




(k)

(1) There is no substance which has been, is or will be present,
used, stored, deposited, treated, recycled or disposed of on, under, in or about
any real estate now or at any time owned or occupied by Customer
(“Property”) during the period of Customer’s ownership or use of the
Property in a form, quantity or manner which if known to be present on, under,
in or about the Property would require clean-up, removal or some other remedial
action (“Hazardous Substance”) under any federal, state or local laws,
regulations, ordinances, codes or rules (“Environmental Laws”); (2)
Customer has knowledge, after due inquiry, of any prior use or existence of any
Hazardous Substance on the Property by any prior owner of or person using the
Property; (3) without limiting the generality of the foregoing, Customer has no
knowledge, after due inquiry, that the Property contains asbestos,
polychlorinated biphenyl components (PCBs) or underground storage tanks; (4)
there are no conditions existing currently or likely to exist during the term of
this Agreement which would subject Customer to any damages, penalties,
injunctive relief or clean-up costs in any governmental or regulatory action or
third-party claim relating to any Hazardous Substance; (5) Customer is not
subject to any court or administrative proceeding, judgment, decree, order or
citation relating to any Hazardous Substance; and (6) Customer in the past has
been, at the present is, and in the future will remain in compliance with all
Environmental Laws.  Customer shall indemnify and hold harmless Lender, its
directors, officers, employees and agents from all loss, cost (including
reasonable attorneys’ fees and legal expenses), liability and damage whatsoever
directly or indirectly resulting from, arising out of, or based upon (i) the
presence, use, storage, deposit, treatment, recycling or disposal, at any time,
of any Hazardous Substance described above on, under, in or about the Property,
or the transportation of any Hazardous Substance to or from the Property, (ii)
the violation or alleged violation of any Environmental Law, permit, judgment or
license relating to the presence, use, storage, deposit, treatment, recycling or
disposal of any Hazardous Substance on, under, in or about the Property, or the
transportation of any Hazardous Substance to or from the Property, (iii) the
imposition of any governmental lien for the recovery of environmental clean-up
costs expended under Environmental Law, or (iv) breach of this representation or
warranty.  Customer shall immediately notify Lender in writing of any
governmental or regulatory action or third-party claim instituted or threatened
in connection with any Hazardous Substance on, in, under or about the
Property.




(l)

There is no litigation or administrative proceeding pending or, to
the knowledge of Customer, threatened against Customer which might result in any
material adverse change in the business or condition of Customer.




(m)

There are no unpaid wages due employees of Customer and there are
no outstanding liens against assets of Customer for unpaid wages due employees
of Customer.




5.  Fees.  Customer agrees to pay the following
nonrefundable fees as a condition of access to the Loans under this
Agreement:




(a) 

£  Commitment fee
in the amount of $
                    n/a
               .




(b)  

£  Commitment fee
in an amount equal to
       n/a
     % per year of the average daily
unused portion of the Revolving Credit Limit and the Term Credit Limited from
the date of this Agreement until the Termination Date specified in Section 13,
payable £ at the times
interest is payable under Section 7 £ on the
        n/a
        day of each
                    n/a
   




(c)

£
_______________________________________________________________________________________________

 




 

6.  Interest Rate and Other Charges.




(a)

Revolving Loan.  Customer agrees to pay interest to
Lender on the unpaid principal balance outstanding from time to time under the
Revolving Loan [Check (1), (2) or (3); only one shall apply.]:

(1) £ Fixed
Rate.  At the rate of      n/a
     % per year.

(2) £ Stepped
Fixed Rate.  At the rate (“Note Rate”) of
     n/a      % per year
until      n/a
     and      n/a
     % per year thereafter.







Exhibit
10.3




Revolving and Term Credit Agreement Cont.

Page 4
of 7




(3) T Variable
Rate.  At the annual rate (“Note Rate”) which shall equal the
Index Rate (as defined below) T
plus £ minus .500
percentage points.  However, the Note Rate shall not exceed
     n/a      % per year
and shall not be less than n/a  % per year, and until the first
change date described below the Note Rate shall be 5.000
     % per year.  The Note Rate shall be
adjusted as provided below.




The Index Rate is:

The highest U.S. Prime Rate as published in the Wall Street
Journal “Money Table”
                  




The Index Rate may or may not be the lowest rate charged by
Lender.  The Note Rate shall be adjusted only on the following change
dates:   as and when the index rate changes
                                                                                                                                          .
              If
the Index Rate ceases to be made available to Lender during the term of this
Agreement, Lender may substitute a comparable index.




Interest is computed on the basis of the actual number of days the
principal balance is unpaid based upon a year of T 360 days (which means that the stated
interest rate will be divided by 360 days to arrive at a daily interest rate,
and the daily interest rate will be applied to the unpaid principal for the
actual number of days principal is unpaid up to 365 days a calendar year and 366
days in a leap year) £ 365 days.
 In any payment (other than the final payment) is not made on or before the
10th day after its due date, Lender may collect a delinquency
charge of T 5.00
     % of the unpaid amount £ n/a
     .  Unpaid principal and interest bear
interest after maturity (whether by acceleration or lapse of time) until paid at
the rate(s) T stated under (2) or
(3) above, as applicable plus 2.00 percentage points £ of n/a
    % per year, computed on the same basis as the
interest rate before maturity.




(b)

Term Loan.  Customer agrees to pay interest to Lender
on the unpaid principal balance outstanding from time to time on the Term Loan
in accordance with the Note.




7.

Payment Schedule.




(a)

Revolving Loan.  Customer agrees to pay to Lender the
unpaid principal balance and interest due on the Revolving Loan as follows:
[check (1), (2), (3) or (4).]

(1) £ In one payment
on £ demand £ the Termination Date specified in
Section 13.

(2) T In payments of
interest, beginning November 1, 2008
             ,
and on the same day of each
           succeeding
       month thereafter, plus a final
payment of unpaid principal and interest due on the Termination Date specified
in Section 13.

(3) £ In
installments each equal to n/a       % of
the unpaid principal balance, plus interest, beginning n/a
         , on the same day of
each n/a
             month
thereafter, plus a final payment of unpaid principal and interest due on the
Termination Date specified in Section 13.

(4) £
____________________________________________________________________________________________

 

 

 

 

 

In addition, Customer shall immediately pay any amount by which
the unpaid balance of the Revolving Loan exceeds the lesser of the Revolving
Credit Limit or the Borrowing Base established under Section 1(6), if any, and
any prior unpaid payments.  Lender is authorized to automatically charge
payments due under this Agreement to any account of Customer with Lender.
 If payments are not automatically charged to Customer’s account, payments
must be made to Lender at its address shown below, or at such other location as
any assignee of this Agreement may designated by written notice to Customer, and
are not credited until received in Lender’s office.  Lender is authorized
to make book entries evidencing advances made under the Revolving Loan and
payments under this Agreement and the aggregate unpaid amount of all advances
made under the Revolving Loan as evidenced by those entries is presumptive
evidence that those amounts are outstanding and unpaid to Lender.




(b)

Term Loan.  Customer agrees to pay Lender the unpaid
principal balance and interest due on the Term Loan in accordance with the
Note.




8.

Covenants.  Customer shall, so long as any amounts
remain unpaid, or Lender has any commitment to make advances under the Loans
under this Agreement.




(a)

Furnish to Lender, as soon as available, such financial
information respecting Customer as Lender from time to time requests, and
without request furnish to Lender:




(1) Within       120
      days after the end of each fiscal year
of Customer a balance sheet of Customer as of the close of such fiscal year and
related statements of income and retained earnings and cash flow for such year
all in reasonable detail and satisfactory in scope of Lender, prepared in
accordance with generally accepted principles of accounting applied on a
consistent basis, either T (i)
£ compiled £ reviewed T audited by an independent certified
public accountant acceptable to Lender, or £ (ii) certified by the chief financial
representative of Customer, and




(2) Within        30
      days after the end of each
       third
       month a balance sheet of Customer
as of the end of such month and related statements of income and retained
earnings and cash flow for the period from the beginning of the fiscal year to
the end of such month, prepared in accordance with generally accepted principles
of accounting applied on a consistent basis, certified, subject to normal
year-end adjustments, by an officer or partner of Customer.




(b)

Customer shall furnish to Lender such reports regarding the
payment of wages to employees of Customer and the number of employees of
Customer as Lender may from time to time request, and without request shall
furnish to Lender a written report immediately upon any 







Exhibit
10.3




Revolving and Term Credit Agreement Cont

Page 5
of 7




material increase in the number of employees of Customer, the
failure of Customer to pay any wages when due to employees of Customer or the
imposition of any lien against the assets of Customer for unpaid wages due
employees of Customer




(c)

Keep complete and accurate books of records and accounts and
permit any representatives of Lender to examine and copy any of the books and to
visit and inspect any of Customer’s tangible properties as often as desired.




(d)

Maintain insurance coverage in the forms, amounts and with
companies which would be carried by prudent management in connection with
businesses engaged in similar activities in similar geographic areas.
 Without limiting this section or the requirements of any Security
Document, Customer will (i) keep all its physical property insured against fire
and extended coverage risks in the amounts and with deductibles at least equal
to those generally maintained by businesses engaged in similar activities in
similar geographic areas (together with any lender’s loss payee clause for the
benefit of and requested by Lender), (ii) maintain all such workers’
compensation and similar insurance as may be required by law, and (iii)
maintain, in amounts and with deductibles at least equal to those generally
maintained by businesses engaged in similar activities in similar geographic
areas, general public liability insurance against claims for bodily injury,
death or property damage occurring on, in or about the properties of Customer,
business interruption insurance and product liability insurance (together with
any additional insured clause for the benefit of and requested by Lender)




(e)

Pay and discharge all lawful taxes, assessments and governmental
charges upon Customer or against its properties prior to the date on which
penalties attach, unless and to the extent only that such taxes, assessments and
charges are contested in good faith and by appropriate process by Customer.




(f)

Do all things necessary to maintain its existence, to preserve and
keep in full force and effect its rights and franchises necessary to continue
its business and comply with all applicable laws, regulations and
ordinances.




(g)

Timely perform and observe the following financial covenants, all
calculated in accordance with generally accepted principles of accounting
applied on a consistent basis:




(1) £  Maintain
at all times an excess of current assets over current liabilities of not less
than $

.




(2) T  Maintain
at all times a tangible net worth of not less than $24,000,000.00

.




(3) £  Not make
any expenditures for fixed or capital assets which would cause the aggregate of
all such expenditures to exceed 
$

 during any fiscal year.




(4) £  Maintain
at all times a ratio of current assets to current liabilities of not less than


 to one.




(5) £  Maintain at all times a ratio of
total liabilities to tangible net worth of not greater than 

 to one.




(6) T  See
attached exhibit C

.




(h)

Furnish to Lender the Borrowing Base Certificates required under
Exhibit B, if any.




(i)

Not create or permit to exist any lien or encumbrance with respect
to Customer’s properties, except liens in favor of Lender, liens for taxes if
they are being contested in good faith by appropriate proceedings and for which
appropriate reserves are maintained, liens or encumbrances permitted under any
Security Document and except for liens described on Exhibit D and attached
hereto
                           .




(j)

Not take any action or permit any event to occur which materially
impairs Customer’s ability to make payments under this Agreement when due.
 Such events include, without limitation, the fact that Customer,
Customer’s spouse or any surety or guarantor for Customer’s obligations under
this Agreement cease to exist, dies, changes marital status or domicile or
becomes insolvent or the subject of bankruptcy or insolvency proceedings or that
any guaranty of Customer’s obligations under this Agreement is revoked or
becomes unenforceable for any reason.




(k)

Not change its type of organization or state under whose law it is
organized as represented in Sections 4(d), (e) or (f) and shall preserve its
organizational existence and shall not, in one transaction or in a series of
related transactions, merge into or consolidate with any other organization,
change its legal structure or sell all or substantially all of its assets.




(l)

Not change its legal name without providing at least 30 days’
prior written notice of the change to Lender.




(m)

Not change its address without providing at least 30 days’ prior
written notice of the change to Lender.




(n)

Timely perform all duties and responsibilities imposed on Customer
under Section 4(k).




(o)

Customer shall pay all wages when due to employees of Customer and
shall not permit any lien to exist against the assets of Customer for unpaid
wages due employees of Customer




(p)

£  Unless
otherwise consented to in writing by Lender, timely perform and observe all
additional covenants described on Exhibit D.








Exhibit
10.3




Revolving and Term Credit Agreement Cont.

Page 6 of 7




9.

Security Interest.  This Agreement and the Note are
secured by all existing and future security agreements, assignments and
mortgages from Customer to Lender, from any guarantor of this Agreement or the
Note to Lender, and from any other person to Lender providing collateral
security for Customer’s obligations, and payment of the Loans may be accelerated
according to any of them.  Unless a lien would be prohibited by law or
would render a nontaxable account taxable, Customer also grants to Lender a
security interest and lien in any deposit accounts Customer may at any time have
with Lender.  Lender may at any time after the occurrence of an event of
default set-off any amount unpaid under this Agreement or the Note against any
deposit balances or other money now or hereafter owed to Customer by Lender.




10.

Default and Acceleration.  Upon the occurrence of any
one or more of the following events of default: (a) Customer fails to pay any
amount when due under this Agreement or the Note or under any other instrument
evidencing any indebtedness of Customer to Lender, (b) any representation or
warranty made under this Agreement or information provided by Customer in
connection with this Agreement is or was false or fraudulent in any material
respect, (c) a material adverse change occurs in Customer’s financial condition,
(d) Customer fails to timely observe or perform any of the covenants or duties
contained in this Agreement, the Note or any Security Documents, (e) any
guaranty of Customer’s obligations under this Agreement or the Note is revoked
or becomes unenforceable for any reason or any such guarantor dies, ceases to
exist or becomes the subject of any bankruptcy or insolvency proceeding, or (f)
an event of default occurs under any Security Document or the Note; then, at
Lender’s option, and upon written verbal notice to Customer, Lender’s obligation
to make advances on the Loans under this Agreement shall terminate and the total
unpaid balance shall become immediately due and payable without presentment,
demand, protest, or further notice of any kind, all of which are hereby
expressly waived by Customer.  Lender’s obligation to make advances on the
Loans under this Agreement shall automatically terminate and the total unpaid
balance shall automatically become due and payable in the event Customer becomes
the subject of bankruptcy or other insolvency proceedings.  Lender may
waive any default without waiving any other subsequent or prior default.
 Customer agrees to pay Lender’s costs of administration of this Agreement.
 Customer also agrees to pay all costs of collection before and after
judgment, including reasonable attorneys’ fees (including those incurred in
successful defense or settlement of any counterclaim brought by Customer or
incident to any action or proceeding involving Customer brought pursuant to the
United States Bankruptcy Code).




11.

Indemnification.  Customer agrees to defend, indemnify
and hold harmless Lender, its directors, officers, employees and agents, from
and against any and all loss, cost, expense, damage or liability (including
reasonable attorneys’ fees) incurred in connection with any claim, counterclaim
or proceeding brought as a result of, arising out of or relating to any
transaction financed or to be financed, in whole or in part, directly or
indirectly, with the proceeds of any Loan or the entering into and performance
of this Agreement or any document or instrument relating to this Agreement by
Lender or the activities of Customer.  This indemnity will survive
termination of this Agreement, the repayment of all Loans and the discharge and
release of any Security Documents.




12.

Venue.  To the extent not prohibited by law, venue for
any legal proceeding relating to enforcement of this Agreement shall be, at
Lender’s option, the county in which lender has its principal office in this
state, the county and state in which Customer resides, or the county in this
state in which this Agreement was executed by Customer.




13.

Termination.  Unless sooner terminated under Section
10, Customer’s right to obtain advances on the Loans and Lender’s obligation to
extend credit under this Agreement shall terminate on the date final payment is
due under Section 7 or the Note, if applicable, or on October 1, 2009
   , whichever is earlier (the “Termination Date”).
 Customer may terminate Customer’s right to obtain advances on the Loans
under this Agreement at any time and for any reason by written notice to Lender.
 Such notice of termination signed by a Customer shall be binding on each
Customer who signs this Agreement.  Termination, for whatever reason, does
not affect Lender’s rights, powers and privileges, nor Customer’s duties and
liabilities, with regard to the then existing balance due on the Loans under
this Agreement.




14.

Amendment.

  No amendment, modification, termination or waiver of
any provision of this Agreement shall in any event be effective unless it is in
writing and signed by Lender, and then such waiver or consent shall be effective
only in the specific instance and for the specific purposes for which given.




15.

Entire Agreement.  This Agreement, including the
Exhibits attached or referring to it, the Note, and the Security Documents, are
intended by Customer and Lender as a final expression of their agreement and as
a complete and exclusive statement of its terms, there being no conditions to
the full effectiveness of this Agreement except as set forth in this Agreement
and the Security Documents.




16.

No Waiver; Remedies.  No failure on the part of Lender
to exercise, and no delay in exercising, any right, power or remedy under this
Agreement shall operate as a waiver of such right, power or remedy; nor shall
any single or partial exercise of any right under this Agreement preclude any
other or further exercise of the right of the exercise of any other right.
 The remedies provided in this Agreement are cumulative and not exclusive
of any remedies provided by law.




17.

More Than One Customer.  If more than one person signs
this Agreement as Customer, Lender may at its option and without notice refuse
any request for an advance on a Loan upon notice from any of the undersigned.
 Any of the undersigned Customers may request an advance on a Loan under
this Agreement.  Each of the undersigned Customers is jointly and severally
liable for all Loans and other obligations under this Agreement.




18.

Notice.  Except as otherwise provided in this
Agreement, all notices required or provided for under this Agreement shall be in
writing and mailed, sent or delivered, if to Customer, at any Customer’s last
known address as shown on the records of Lender, and if to Lender, at its
address shown below, or, as to each party, at such other address as shall be
designated by such party in a written notice to the other party.  All such
notices shall be deemed duly given when delivered by hand or courier, or three
business days after being deposited in the mail (including any private mail
service), postage prepaid, provided that notice to Lender pursuant to Section 13
shall not be effective until received by Lender.

 



Exhibit
10.3




Revolving and Term Credit Agreement Cont.

Page 7 of 7




19.

Successors and Assigns.  This Agreement shall be
binding upon and inure to the benefit of Lender and Customer and their
respective heirs, personal representatives, successors and assigns except that
Customer may not assign or transfer any of Customer’s rights under this
Agreement without the prior written consent of Lender.




20

Interpretation.  The validity, construction and
enforcement of this Agreement are governed by the internal laws of the State of
Wisconsin except to the extent such laws are preempted by federal law.
 Invalidity of any provision of this Agreement shall not affect the
validity of any other provisions of this Agreement.




21.

Other Provisions.  (if none are stated below, there
are no other provisions)

The representations and warranties contained in paragraph 4(k)
shall not apply to Customer’s production of Ethanol, Distiller’s Grain, Carbon
Dioxide and such other products as are standard in Customer’s line of business;
and, that Customer’s production of such products shall not be considered an
event of default







T If checked here, this
Agreement renews and replaces in its entirety the T Revolving Credit Agreement £ Term Credit Agreement £ Revolving and Term Credit Agreement
between Lender and Customer dated May 25, 2006
         (the “Prior Agreement”).  Loans currently outstanding and
unpaid under the Prior Agreement shall constitute Loans outstanding and unpaid
under this Agreement, shall be payable as Loans as required under this Agreement
and shall be applied as Loans to the Credit Limit established under this
Agreement.










Dated: October 16, 2008

LENDER:  Farmers & Merchants Union Bank




PO Box 247

Customer Address: Friesland, WI 53935

/s/ Douglas E. Lambert

(SEAL)

Douglas E. Lambert, Assistant Vice-President







CUSTOMER: United Wisconsin Grain Producers, LLC

CUSTOMER:







By:

/s/ Barb Bontrager

(SEAL)

(SEAL)

      Barb Bontrager, Chief
Financial Officer







CUSTOMER:

CUSTOMER:







(SEAL)

(SEAL)







CUSTOMER:

CUSTOMER:







(SEAL)

(SEAL)







CUSTOMER:

CUSTOMER:







(SEAL)

(SEAL)










 










Class: 07 Purpose: 171 Phone: 920-348-5016  SS/ID No.
39-2032455  Coll:  Mortgage dtd 5/25/06 and GBSA dtd 5/25/06
 Title: Refinance revolving line of credit










Exhibit
10.3




EXHIBIT C







This
Exhibit C is part of the Revolving And Term Credit Agreement between United
Wisconsin Grain Producers, LLC (“Customer”) and Farmers & Merchants Union
Bank, Columbus, Wisconsin (“Lender”) dated October 16, 2008.




Customer
shall timely perform and observe the following financial covenants, which if
applicable shall be calculated in accordance with generally accepted accounting
principles applied on a consistent basis:







A)

Maintain
a minimum tangible net worth of $24,000,000.00 measured monthly.




B)

Increase
minimum tangible net worth annually by an amount equal to retained earnings or
$500,000.00, whichever is smaller, measured annually, utilizing the audited
financial statement.




C)

Owner’s
equity is to be at least 45% continuously, measured monthly.




D)

Maintain
a minimum working capital position of $4,000,000.00, measured monthly.
 Minimum working capital position shall be defined as (current assets +
available line of credit availability) minus (current liabilities + current
advanced portion of line of credit) measured monthly.




E)

Limit
annual capital expenditures to less than or equal to $1,000,000.00 without
Farmers & Merchants Union Bank’s written approval, measured monthly.




G)

Borrower
must obtain Lender consent prior to making dividends/distributions exceeding 65%
of the previous year’s net income, excluding state and federal incentive
payments accrued and/or received, measured annually.







Exhibit
10.3




EXHIBIT D







This
Exhibit D is part of the Revolving And Term Credit Agreement between United
Wisconsin Grain Producers, LLC (“Customer”) and Farmers & Merchants Union
Bank, Columbus, Wisconsin (“Lender”) dated October 16, 2008.




Section
8 item (I): Customer shall not create or permit to exist any line or encumbrance
with respect to Customer’s properties, except liens in favor of Lender, liens
for taxes if they are being contested in good faith by appropriate proceedings
and for which appropriate reserves are maintained, liens or encumbrances
permitted under any Security Document and:

 

 

·        
UCC Filing 080006168526 to GFC Leasing for a
MUP14426/S4830 Imagerunner 3035 MXD01600/S4794 IR 2022I

·        
UCC Filing 050009431724 to Wisconsin
Department of Transportation for rails, ties and ballast connected to Union
Pacific Railroad.

·        
UCC Filing 050008688636 to Caterpillar
Financial Services Corporation for a Caterpillar 924G Wheel Loader S/N DDA01867
as well as any substitutions, replacements, additions or accessions thereto, now
owned or hereafter acquired and proceeds thereof.

·        
UCC Filing 050006422317 to Caterpillar
Financial Services Corporation for a Caterpillar 924G Wheel Loader S/N DDA01866
as well as any substitutions, replacements, additions or accessions thereto, now
owned or hereafter acquired and proceeds thereof.

·        
Subordinate Security Agreement in the amount
of $100,000.00 to Fagen, Inc. (Building Contractor) for completion of work on
UWGP.  Payment to be made from UWGP
to Fagen, Inc.

·        
Financing provided by Ag Star Financial
Services for a rail shuttle wagon.