PROMISSORY NOTE/LOAN AGREEMENT









 




PROMISSORY

NOTE/LOAN AGREEMENT




(Adjustable

Rate Term Loan — LIBOR Based)




June

20, 2002




 




                This

note is made pursuant to and subject to the provisions of the most recent Basic

Membership and Lending Relationship Agreement between the parties.




 




                For

value received, the undersigned jointly and severally promise to pay to the

order of AgCountry Farm Credit Services, PCA (the “Lender”), a federally

chartered corporation, at its office in Fargo, North Dakota, the principal sum

of $2,000,000.00, together with interest on the whole amount of said principal

sum remaining from time to time unpaid. 

The indebtedness shall bear interest at the initial rate of 4.98 percent

per annum.  On the first day of each

month the interest rate shall be adjusted by adding a margin of 3.14 percentage

points to the index.  This margin shall

remain in effect until the first day of June, 2003, at which time Lender may

change the margin at its discretion, and Lender may continue to change the

margin at successive intervals of one year(s) each thereafter.  The index for adjustments is the One Month

London Interbank Offered Rate (“One Month LIBOR”) reported on the tenth day of

the month preceding the interest rate change date by the Wall Street Journal in

its daily listing of money rates defined therein as “the average of Interbank

offered rates for dollar deposits in the London market based on quotations at

five major banks.”  If a One Month LIBOR

rate is not reported on the tenth day of a month, the One Month LIBOR rate

reported on the first business day preceding the tenth day of the month will be

used.  If this index is no longer

available, Lender will select a new index which is based upon comparable

information.




 




Repayment shall be as follows (check and

complete one)




o                                    (Equal

Payments)  Principal is payable on an

amortization plan in            equal

installments of $                each,

unless the same are more or less by reason of adjustment(s) in the interest

rate as aforesaid, beginning on the first day of

                ,

               ,

and

                        

thereafter, and a final installment of the balance of principal and interest

remaining unpaid is payable on the first day of

                                ,

          , unless this note

shall mature prior thereto by reason of advance payments of principal.




ý                                    (Decreasing

Payments)  Principal is payable on an

amortization plan in three equal installments of $500,000.00 each, beginning on

the first day of June, 2004, and semi-annually thereafter, and a final

installment of the balance of principal remaining unpaid is payable on the

first day of December, 2005, unless this note shall mature prior thereto by

reason of advance payments of principal; and interest is payable in addition to

principal on the maturity dates of said principal installments.




 




Interest begins on the date(s) loan fund are

disbursed and may be calculated based upon a 360- or 365-day year, as the

Lender may determine.  If the period of

time from the day interest begins to the due date of the first installment is

more than the interval between installments, there will be an interest only

payment due one installment interval prior to the due date of the first

installment, but if such period is less than the interval between installments

and principal in interest are payable in equal installments, then the first

installment shall be decreased by the amount of 




 




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interest not yet accrued for that

installment.   The undersigned may make

advance payments in any amount and at any time without penalty.  Prepayments shall, at the option of the

Lender, (a) be held by the Lender and then applied to installments of principal

and interest next scheduled to  mature

in the order of maturity; (b) be immediately applied to payment of principal

then outstanding, resulting in a reamortizaiton of the remaining balance of the

loan over the remaining term under the existing payment plan and in a

corresponding reduction in the amount of future installments of principal and

interest, or (c) be immediately applied to payment of principal then

outstanding, with a corresponding reduction in the number of future

installments of principal and interest in the inverse order of maturity, thus

discharging the loan at an earlier date; provided, in any event, the Lender

may, at its option, first apply any such prepayment to the payment of interest

accrued to the date of prepayment.




 




                Upon

failure to make any payment of either principal or interest when due or to

repay any advancements made under the terms of the security instruments

securing payment of this note or upon failure to comply with any of the

covenants, conditions or agreements contained in this note, including any

addendum attached hereto, or upon default under the provisions of the Basic

Membership and Lending Relationship Agreement, then, at the option of the

Lender, without presentment or demand, the entire indebtedness, including all

principal, interest and advancements, shall at once become due and payable.  Prior to maturity, in the event of such

default, the entire unpaid principal balance and all advancements shall bear

interest from the date of default until such default is cured or the

indebtedness is accelerated by reason of default at the rate of rates equal to

the interest rate or rates for this loan that would otherwise be in effect

during the period of default plus 2.00 percent per annum (the “default rate”),

and the amount of such interest in excess of interest otherwise accruing in the

absence of default shall be immediately due and payable.  At maturity or in the event of acceleration

as aforesaid, then the entire indebtedness, including all principal, interest

and advancements, shall bear interest until paid at the default rate in effect

at the time of maturity or acceleration, as the case may be.  In the event that the undersigned fails to

perform any of the agreements contained in this note, or if any action or

proceeding is commenced which materially affects the Lender’s interest,

including but not limited to eminent domain, insolvency, bankruptcy, code

enforcement or probate, then the Lender at its option may make such

appearances, disburse such sums and take such action as it deems necessary to

protect its interest, including but not limited to, disbursement of reasonable

attorneys’ fees.  Any amounts so

disbursed by Lender shall become additional principal, due as incurred, and in

the event of foreclosure or any action to collect on this note, be included in

the judgment to the extent not prohibited by applicable law.




 




                The

undersigned (“Borrower”), all of whom are makers, together with all endorsers,

sureties and guarantors of this note, hereby waive presentment, notice of

nonpayment, demand, protest and notice of protest, and diligence in enforcing

payment hereof, consent to the extension of time for payment of any installment

or other payment due hereunder from time to time without notice and to the

reamortization of the indebtedness evidenced hereby from time to time without

notice, and waive all defenses or right of offset which they or any of them may

or might have against the Lender.




 




                As

used herein, “Lender” shall mean the Lender named above and its successors and

assigns as the holder of this note, and “Bank” shall include AgriBank, FCB and

its successors, provided the Lender may not assign or otherwise transfer this

note to any party other than the Bank, whether absolutely or as collateral

security, without the express written consent of the Bank.  If this note is assigned or otherwise

transferred to the Bank or another institution 




 




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chartered pursuant to the provisions of the

Act, the interest rate hereunder may be established by such institution in

accordance with the provisions of this note and related loan documents;

however, notwithstanding any provision hereof to the contrary, upon an

assignment or transfer to any other party note chartered under the Act, in the

absence of maturity or acceleration as provided herein, the margin that is used

for interest rate adjustments shall remain fixed for the remaining term of the

loan at the margin amount that is in effect at the term of the assignment.




 




                Payment

of the obligation evidence by this note is secured by the mortgage(s) or

deed(s) of trust dated June 20, 2002, conveying real estate in the county or

counties of

                                                                                              

, State or States of

                                                                                                                                                             

..  This obligation is also secured by

the security agreement(s) dated

                                                           ,

as amended from time to time; or




ý If this box is

checked, by all existing and future security agreements from all or any of the

Borrowers (and from third parties if so intended) to the Lender.




o  All of the covenants and agreements

contained in said security instruments are made a part of this note.




 




	

    /s/ Darrin Ihnen,

  President


  	

   


  
	

  GREAT PLAINS ETHANOL, LLC,

  A South Dakota


  	

   


  





 




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PROMISSORY NOTE/LOAN AGREEMENT




ADDITIONAL PROVISIONS




 




INDIVIDUAL

LOAN PRICING PROGRAM:  The

Program provides for charging differential interest rates according to loan

classes determined by criteria adopted by the Lender from time to time, such as

type of loan, purpose, amount, quality, funding costs, operating costs,

servicing costs, and competitive interest rates.  These are separate types of loans and interest rates under the

Program, each having a different rate of interest, and the loans within each

class are assigned to an interest rate category.  It is possible that the particular rate for each class of loan

may differ among such geographical areas as may be designated from time to

time.  In the event that Borrowers

default under the terms or conditions of any promissory note, membership

agreement, mortgage or other security document, or any amendatory agreement to

any of these, the Lender at its option may adjust this loan to any less

favorable interest rate category then offered or maintained by Lender for loans

of this type.  The higher interest rate

shall become effective immediately upon placement of this loan into the less

favorable interest rate category by Lender, and the loan may, at the option of

Lender, remain in the less favorable interest rate category for the remaining

term of the loan, regardless of whether Borrowers later cure the default.  Lender shall not place the loan into a less

favorable interest rate category unless Lender has first given Borrowers

written notice of the default, and Borrowers fail to cure the default within 60

days after Lender has given the notice. 

Notice shall be deemed to have been given when Lender places such notice

in the mail for first-class mailing to the last address of Borrowers known by

Lender in addition to adjusting the loan to a less favorable interest rate

category, Lender may also charge the higher default interest rate described

below.




 




INTEREST

RATE:  If this is a:




 




(a)           Variable Rate loan, the initial

annual rate of interest is equal to the Stated Interest Rate.  The interest rate is subject to change at

any time and by any amount during the term of the loan and will vary from time

to time at the option of the Lender.




 




(b)           Fixed Rate loan, the annual rate of

interest is equal to the Stated Interest Rate. 

The interest rate is not subject to change during the term of the loan

and will not be increased or decreased except in the event of default.




 




(c)           Adjustable Rate Operating RLOC, the

initial annual rate of interest is equal to the Stated Interest Rate.  The interest rate is subject to change at

any time and by any amount during the term of the loan, but only and after the

first adjustment date, and the rate will not be increased or decreased prior to

that date except in the event of default.




 




(d)           Adjustable Rate loan or an Adjustable

Rate IT loan or an Adjustable Rate Capital RLOC, the initial annual rate of

interest is equal to the Stated Interest Rate. 

The interest 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 the  successive adjustment

intervals thereafter, and the rate will not be increased or decreased during

any one such interval except in the event of default.




 




(e)           Adjustable Rate Prime Rate Based

loan, the initial annual rate of interest is equal to the Stated Interest

Rate.  The index for adjustments is the

prime rate reported on the tenth day of the month preceding the interest rate

change date by the Wall Street Journal, in its daily listing of money

rate, defined therein as “the base rate on corporate loans posted by at least

75 percent of the nation’s 30 largest banks.” 

If a prime rate is not reported on the tenth day of a 




 




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month, the prime rate reported on the first

business day preceding the tenth day of the month will be used.  If this index is no longer available, Lender

will select a new index which is based upon comparable information.




 




(f)            Capped Non-indexed Variable Rate

loan, the initial annual rate of interest is equal to the Stated Interest

Rate.  The interest rate is subject to

change at any time and will vary from time to time at the option of the

Lender.  The interest rate is not based

on an index.  Except during periods of

default when the additional percentage points specified herein shall be added

to increase the interest rate, the interest rate may not increase or decrease

by more than 6.00 percentage points above or below the initial annual rate of

interest on any single change date or during the term of the Loan.




 




(g)           Fixed Then Indexed Adjustable Rate

loan, the initial annual rate of interest is equal to the Stated Interest

Rate.  Once the interest rate changes to

an adjustable interest rate at the end of the fixed interest rate period, the

index for adjustments is the estimated weekly average for one-year bonds

funding cost index as reported by the Federal Farm Credit Banks Funding

Corporation at its Web site, found in the Publications and Archives section at

http:/www.farmcredit-ffcb.com. for that week which contains the date that is 45

days before the date that the adjustable interest rate is to be initially

determined or subsequently adjusted.  If

the date that is 45 days before either the expiration date of the fixed

interest rate period or an Adjustment Interval is not a business day, the

Lender shall use that estimated weekly average for one-year bonds funding cost

index of that week which includes that business day which immediately precedes

the 45-day date.  If this index is no

longer available, the Lender will select a new index which is based on comparable

information.  The Lender will give the

Borrower notice of this choice.




 




(h)           Indexed Adjustable Rate loan, the

initial annual rate of interest is equal to the Stated Interest Rate.  The index for adjustments is the estimated

weekly average for on-year bonds funding cost index as reported by the Federal

Farm Credit Banks Funding Corporation at its Web site, found in the

Publications and Archives section at http://www.farmcredit-ffcb.com, for that

week which contains the date that is 45 days before a date the interest rate is

to be adjusted.  If the date that is 45

days before a date the interest rate is to be adjusted is not a business day,

the Lender shall use that estimated weekly average for one-year bonds funding

cost index for that week which includes that business day which immediately proceeds

the 45-day date.  If this index is no

longer available, the Lender will select a new index which is based on

comparable information.  The Lender will

give the Borrower notice of this choice.




 




(i)            Adjustable Rate LIBOR based loan,

the initial annual rate of interest is equal to the Stated Interest Rate.  The index for adjustments is the One Month

London Interbank Offered Rate (“One Month LIBOR”) reported on the tenth day of

the month preceding the interest rate change date by the Wall Street Journal

in its daily listing of money rates, defined therein as the average interbank

offered rates for dollar deposits in the London market based on quotations at

five major banks.  If a One Month LIBOR

rate is not reported on the tenth day of a month, the One Month LIBOR rate

reported on the first business day preceding the tenth day of the month will be

used.  If this index is no longer

available, Lender will select a new index which is based upon comparable

information.




 




Interest may be based upon a

360-or-365-day year as the Lender may determine.




 




DEFAULT

RATE OF INTEREST:  Prior to

maturity, if Borrowers default under this document, the entire unpaid principal

balance of the loan, including all advancements, shall bear 




 




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interest from the date of default until the

default is cured or maturity of the loan is accelerated by reason of default at

a rate equal to the interest rate for this loan that would otherwise be in

effect during the period of default plus the Default Add-On Rate per annum (the

“default rate”), and the amount of such interest in excess of interest

otherwise occurring in the absence of default shall be immediately due and

payable.  At maturity or upon acceleration

of maturity by reason of default, the entire indebtedness including all

principal, interest and advancements shall bear interest until paid at the

default rate in effect at the time of maturity or acceleration of maturity, as

the case may be.




 




DISBURSEMENTS

OF PRINCIPAL: 

Disbursements of principal may be made at various times at Borrowers’

request, subject to the provisions of this paragraph, Repayments of principal

under a Revolving Line of Credit reinstate the loan commitment, subject to the

terms of this document, but the total of the unpaid balance of future advances

together with the existing indebtedness hereunder, in the aggregate at any one

time outstanding, shall not exceed the Loan Amount; otherwise, repayments of

principal do not reinstate the loan commitment, and total disbursements, in the

aggregate shall not exceed the Loan Amount. 

The Lender may withhold further disbursements if it determines that: (a)

the value of the Collateral is insufficient; (b) loan proceeds have been used

for purposes not approved by the Lender; (c) loan payments have not been made

in accordance with the repayment plan contained in the loan application; or (d)

an event has occurred which entitles the Lender to accelerate maturity of the

loan.




 




DRAFT

PROGRAM AGREEMENT:  If the

Draft Program is applicable to this loan, the Borrowers may draw loan funds

using the draft forms furnished by the Lender, subject to the following terms

and conditions:




 




(a)           The Borrowers authorize and direct

the Lender and its duly authorized agents to accept drafts made or drawn by any

one of the Borrowers and to disburse loan funds accordingly, as specified in

this document.  The Borrowers may be

charged a reasonable fee for this program and the cost of printing drafts.




 




(b)           The Borrowers jointly and severally

accept responsibility for all disbursements made pursuant to this authorization

and direction.  The Lender shall not be

obligated to inquire as to whether the Borrowers have issued specific

directions for any particular draft or to determine whether the Borrowers have

received the benefit of the proceeds of any particular draft before honoring

such draft.  Drafts may be deposited

directly into the bank account of any one of the Borrowers.




 




(c)           The minimum amount for which each

draft may be written is the Minimum Draft amount.  In the event that Borrowers write any draft for an amount below

this minimum, the Lender may charge Borrowers a reasonable fee for each draft

that is not in compliance.




 




(d)           Drafts may not be written in excess

of the undisbursed loan commitment.  The

Lender reserves the right to revoke all future draft privileges without notice

to the Borrowers in the event of an overdraft and the right to reject drafts

that are not written for purposes specified in the loan documents or pursuant

to these terms and conditions.  In the

event that Lender chooses to honor a draft which exceeds the available loan

commitment, 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 immediately notify the Lender in

the event one or more drafts are lost, stolen, destroyed or otherwise misused

and to indemnify the Lender and hold the 




 




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Lender harmless from any

loss or claim if any draft is lost, stolen, forged, altered or otherwise

misused if the Lender did not have notice of the same at least 24 hours prior

to honoring such draft.




 




                (f)            The Borrowers may stop payment on a

draft by request to the Lender. The Borrowers will be charged a reasonable fee

for each stop-payment order and agree to reimburse the Lender for all damages,

costs and expenses as a result of the Lender’s refusal to honor such draft. The

Lender shall not be liable in the event the draft is honored following a

stop-payment order if such order is not received in sufficient time to permit

dishonor.




 




                (g)           This authorization and direction

shall be effective as to this and, with the Lender’s approval, other existing

and future loans to the Borrowers and shall continue in force and effect until

the Lender receives written notice of revocation signed by the Borrowers,

provided the privilege of using drafts may be withdrawn by the Lender and

unused drafts must be surrendered to the Lender on demand.




 




FUNDS HELD PROGRAM:  Lender may offer a Funds Held Program

(“Program”) that allows Borrowers to make advance conditional payments on

designated loans.  Lender reserves the

right, in its discretion, to amend or terminate the Program.  The following terms and conditions apply to

all Program accounts in connection with loans from Lender.




 




                (a)           Subject to Lender’s rights to direct

the application of payments, an advance payment made to be applied to future

maturities on a loan will be placed in a Program account (“Account”) as of 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 in the

Account at such times and at such rates as per Lender’s Program.  Lender may change the Interest rate or

accrual period from time to time without notice. The Program may provide for

different interest rates for different categories of loans.




 




                (c)           When a loan installment or other

related charge becomes due, funds in the Account for that loan will be

automatically applied on the due date toward payment of the Installment or

related charge. Any accrued interest in the Account will be applied first.  If the funds in the Account are not adequate

to pay the entire installment or related charge, Borrowers must pay the

difference by the installment due date.




 




                (d)           Funds received after a loan

installment or related charge has been billed will be applied to the

installment or related charge due. Funds received in excess of the billed

installment amount or related charge will be placed in the Account.




Even though 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 items Borrowers are required to pay pursuant to any

loan document, Lender may apply funds in the Account to pay them.




                -               Account Calling.  If the Account balance exceeds the unpaid

balance on the loan, Lender may apply the funds in the Account to pay off the

loan and will return any excess funds.




                -               Transfer of Security.  If Borrowers sell, assign, or transfer any

interest in any collateral for the loan, Lender may apply the funds in the

Account to the remaining loan balance.




                -               Deceased Borrowers.  If all Borrowers are deceased, Lender may

apply the funds in the Account to the remaining loan balance.




 




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                -               Termination of Program.  If Lender decides to terminate the Program,

it may apply all funds in the Account to the remaining 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’s

Program.




 




                (f)            Neither the advance payments nor the

accrued interest in an Account are insured by a governmental agency or

instrumentally.  If Lender is placed in

liquidation, Borrowers shall be sent by the receiver such notices as required

by FCA regulations then in effect.  Such

regulations currently provide for advance notice from the receiver that funds

in the Account will be applied to the loan and that funds in the Account will

not earn interest after the receiver is appointed.




 




LOAN

PAYMENTS:  If the loan

is payable in installments and the period from the day interest begins to the

due date of the first installment is more than the interval between

installments, there may be an interest only payment due one installment

interval prior to the due date of the first installment, or the interest may be

included in the first installment at the option of the Lender, but if such

period is less than the interval between installments and principal and

interest are payable in equal installments, then the first installment will be

decreased by the amount of interest not yet accrued for that installment.  The final installment may be more or less

than preceding installments, if any, and any periodic adjustments to the

interest rate will result in corresponding changes in the amount of

installments, if the loan is payable in installments, or the amount due at

maturity.  The Borrowers may make

advance payments in any amount and at any time without penalty.  Prepayments shall, at the option of the

Lender, (a) be held by the Lender and then applied to installments of principal

and interest next scheduled to mature in the order of maturity, (b) be

immediately applied to payment of principal then outstanding, resulting in a

reamortization of the remaining balance of the loan over the remaining term

under the existing payment plan and in a corresponding reduction in the amount

of future installments of principal and interest, or (c) be immediately applied

to payment of principal then outstanding, with, if an amortized loan, a

corresponding reduction in the number of future installments of principal and

interest in the inverse order of maturity, 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 payment of 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 collateral described on Promissory Note/Loan Agreement, and each

addendum thereto, is personal property or fixtures:




 




(1)           Obligations and

Collateral.  The Borrowers

grant to the Lender as security for the payment and performance of this loan

and the other Obligations a security interest in all of the Borrowers’ rights,

title, and interest in the Collateral, including all rights to transfer an

interest in the Collateral. 

“Obligations” means this loan and all other loans and advances by the

Lender except any loan to which a Basic Membership and Lending Relationship

Agreement (Rural Residence/Country Living Loans) applies including: (a)

existing and future indebtedness, liabilities, and other obligations of the

Borrowers to the Lender of any kind, absolute or contingent, due or to become

due, arising out of existing or future credit granted by the Lender to the

Borrowers, or any one or more of them, and all extensions and renewals thereof

from time to time; and (b) all costs incurred by the Lender in enforcing its

rights under this document with interest, including attorney’s fees and legal

costs.  “Collateral” means (a) the

property described 




 




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on Promissory Note/Loan Agreement and each

addendum thereto; (b) all additions, accessions, replacements, and

substitutions of the Collateral and property of similar type or kind now owned

or hereafter acquired by the Borrowers; and (c) to the extent not included in

(a) or (b) as original Collateral, all products and proceeds of the

Collateral.  If the Collateral includes

crops now growing or to be grown in North Dakota, the following provision is

part of this document:




 




This

security agreement covers crops now growing. 

This security agreement also covers future crops to be grown in the

current year or any fiscal year hereafter.




 




The Borrowers agree to

deliver upon the request of the Lender such additional security instruments as

the Lender may deem necessary at any time.




 




(2)           Warranties and

Agreements.  The Borrowers

warrant and agree that:




 




(a)           The Borrowers are the absolute owners of the Collateral

free from any encumbrances, liens, security interests, or equity interests,

except for the security interest granted herein and except as disclosed by the

Borrowers to the Lender in writing.




 




(b)           The Borrowers shall: (1) care for the Collateral and not

permit its value to be impaired; (2) keep the Collateral free from all

encumbrances, liens, and security interests, other than those created or

expressly permitted hereof; (3) defend the Collateral against all claims and

legal proceedings by persons other than the Lender; (4) pay and discharge when

due all taxes, license fees, levies, and other charges upon the Collateral; and

(5) immediately inform the Lender in writing of any change in Borrowers’

address or the location of the Collateral. 

Loss of or damage to the Collateral shall not release the Borrowers from

any of the Obligations.  Upon demand,

the Borrowers will provide additional collateral acceptable to the Lender.




 




(c)           At the Lender’s request, the Borrowers shall keep all

Collateral and the Lender’s interest in it insured under policies naming the

Lender as loss payee, with provisions, coverages, amounts, and by insurers

satisfactory to the Lender, and the Borrowers shall furnish Lender satisfactory

evidence of such insurance.




 




(d)           The Borrowers shall pay all expenses which are permitted

to be recovered from the Borrowers by applicable law and, upon request, take

any action reasonably deemed advisable by the Lender to preserve the Collateral

or to establish, determine the priority of, perfect, continue, or enforce the

Lender’s interest in the Collateral.




 




(e)           The Lender is authorized to examine the Collateral at

reasonable times.




 




(f)            The Borrowers shall not dispose of any of the Collateral

without the authorization of the Lender and, except as otherwise agreed to in

writing by the Lender, shall apply the proceeds of all dispositions of the

Collateral to payment of this loan.




 




(g)           The Borrowers understand that the unauthorized disposition

of Collateral with intent to defraud the Lender constitutes a federal criminal

offense.




 




(h)           The Borrowers hereby authorize the Lender to file all

financing statements describing the Collateral, and all amendments thereto, in

any offices as the lender, in its sole discretion, may determine.  The Borrowers hereby also authorize the

Lender to file all effective financing statements describing the Collateral

pursuant to 7 U.S.C. section 1631, and all amendments thereto, in any offices

as the Lenders, in its sole discretion, may determine.




 




(i)            If the Collateral includes federal or state government

program entitlements or payments, the Borrowers shall execute and deliver to

the Lender all assignments, transfers, and other documents required by the

Lender to transfer, convey, and assign to the lender all such federal and state

government program entitlements, payments, rights to payment whether or not

earned by performance, accounts, general intangibles, and benefits.




 




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(j)            All terms in this Agreement that are defined in the

Uniform Commercial Code, as enacted in the state in which Lender’s office

originating this Loan is located and as amended from time to time (“UCC”),

shall have the meanings set forth in the UCC. 

The meaning of a term hereunder shall automatically change on the

effective date of each amendment to the definition of such term in the UCC.




 




(k)           For each Borrower that is not an individual, the legal

name of each such Borrower is as set forth in the Note or an addendum

thereto.  None of the Borrowers have

used any trade name, assumed name, or other name except those set forth in the

Note or an addendum thereto.  The

Borrowers shall give the Lender written notice at least 30 days before the date

of (1) any change in any Borrower’s name or (2) any use by any Borrower of

another name.




 




(l)            If any of the Borrowers is a Registered Organization, as

that term is defined in the UCC, all information provided by the Borrowers to

the Lender concerning the state(s) of organization for the Borrowers is true,

accurate, and complete.  None of the

Borrowers shall change its state of organization without the prior written

consent of the Lender.  Borrowers shall

provide the Lender with written notice at least 30 days before the date any

Borrower takes any action to change its state of organization.




 




(m)          If any of the Borrowers is an individual or an entity that

is not a Registered Organization, all information provided by the Borrowers to

the Lender concerning the address of an individual Borrower’s residence or the

address of the chief executive office of an entity that is not a Registered

Organization is true, accurate, and complete. 

None of the individual Borrowers shall change that address of residence

without providing written notice to the Lender at least 30 days before the effective

date of such address change.  None of

the Borrowers that are entities that are not Registered Organizations shall

change that address of the chief executive office without providing written

notice to the Lender at least 30 days before the effective date of such address

change.




 




(n)           To the extent that the Borrowers use 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 that the portion of the Loan

used to purchase a particular item of the Collateral shall be paid in the

chronological order the Borrowers purchased the Collateral.




 




FINANCIAL

RECORDS:   The

Borrowers agree to maintain complete and accurate financial books and records

for Borrowers’ business, permit access by the Lender and to provide periodic

financial information as requested by Lender in a form acceptable to Lender.




 




PAYMENTS BY

LENDER:   The Lender is authorized but not obligated to

pay the following items and charge them to the loan with interest, at the

rate(s) then applicable to this loan: (a) amounts required to pay prior liens

on the Collateral; (b) the cost of insurance carried by the Borrowers in

connection with this loan or any financially related service offered by or

through the Lender; (c) appraisal and title evidence costs, recording the

filing fees, and similar items; (d) amounts required for the Borrowers to

require and maintain stock or participation certificates in the Lender or the

Lender’s parent association, as applicable; and (e) any accrued interest

hereunder that is not paid when due.




 




EVENTS OF

DEFAULT:   Each of the

following constitutes a default by Borrowers under this document:  (a) the failure to perform any warranty or

agreement contained in this document or in any instrument securing payment of

this loan or related to this loan; (b) default under any other 




 




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promissory note executed by the Borrowers, or

any one or more of them, and payable to the Lender except any note to which a

Basic Membership and Lending Relationship Agreement (Rural Residence/Country

Living Loans) applies; (c) default under any lease executed by the Borrowers,

or any one or more of them, under which the Lender is the Lessor, and, it shall

also be an event of default under this document if an event of default occurs

on any other loan or lease that any of the Borrowers has with either the

Lender’s parent association or any subsidiaries of the Lender’s parent

association; (d) any statement or report furnished by the Borrowers to the Lender

is false in any material respect; (e) any Collateral is lost, stolen,

substantially damaged, destroyed, or, without the Lender’s consent, sold or

encumbered; (f) any of the Borrowers dies, is dissolved, declares insolvency,

is declared insolvent, or is the subject of any proceeding under any bankruptcy

or insolvency law; or (g) the Lender, in good faith, deems itself insecure or

determines that the prospect of payment of this loan or the prospect of

performance of this or any other instrument securing this loan or relating to

it is impaired.




 




LENDER’S

REMEDIES:   Lender, in

addition to other rights provided in this document or by law or agreement, may

do any one or more of the following if Borrowers default under this document:

(a) declare this 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 Lending

Relationship Agreement (Rural Residence/Country Living) applies) immediately

due and payable; (b) as to Collateral which is personal property or fixtures,

exercise all the remedies of a secured party under the Uniform Commercial Code

including without limitation: (1) without notice to the Borrowers or judicial

process peaceably enter upon any premises where the Collateral is located, take

possession of it and remove it from the premises; (2) require the Borrowers to

assemble the Collateral and make it available to the Lender at a place

designated by Lender which is reasonably convenient to both parties; and (3)

use and occupy the Borrowers’ premises to care for livestock collateral.  Crops are perishable 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 the Lender in protecting or

enforcing its rights under this document, including without limitation

reasonable attorney’s fees and legal expenses when permitted by law.  (5) After deduction of expenses, the Lender

may apply the proceeds of disposition to the Obligations in the order and

amounts it elects.




 




ASSIGNMENT

OF LOAN:   The Lender

may not assign or otherwise transfer this loan to any party other than

AgriBank, FCB and its successors (the “Bank”), whether absolutely or as collateral

security and whether in the ordinary course of business or otherwise, without

the express written consent of the Bank. 

If this loan is assigned or otherwise transferred to the Bank or another

institution chartered pursuant to the provisions of the Farm Credit Act of

1971, as amended, (“Act”) the interest rate hereunder may be established by

such institution in accordance with the provisions of this document.  If this loan is assigned or transferred to a

party not chartered under the Act, notwithstanding any contrary provision in

this document, in the absence of maturity or acceleration, the following apply:




 




                (a)           If this is a Variable Rate loan or an

Adjustable Rate Operating RLOC, adjustment in the interest rate will be made

only on the dates occurring at successive intervals of one year each after the

first day of the month and year of such assignment based upon an index and

margin.  The index will be the weekly

average yield on United States Treasury securities, as made available by the

Federal Reserve Board, adjusted to a constant maturity of one year.




 




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                (b)           If this is an Adjustable Rate Capital

RLOC or Adjustable Rate IT loan, the interest rate will continue to be adjusted

on the dates and intervals described therein based upon an index and

margin.  The index will be the same as

for a Variable Rate Loan, except it will be adjusted to a constant maturity of

a length equal to the length of the interval between adjustments specified

above (if U.S. Treasury yield figures are not available for this length, the

U.S. Treasury yield figures which are available for the closest length of time

which is shorter than the interval between adjustments will be used).




 




                (c)           For interest rate adjustments under

(a) and (b), the margin will be the amount by which the interest rate in effect

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 this interest rate

was established for this loan (the last previous repricing date).  The new interest rate will calculated by

adding the margin to the applicable current 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 current

index will be the most recent index available as of 45 days before the date the

interest rate is to be adjusted.  If the

applicable index is not available, the Lender will select a new index which is

based upon comparable information.  The

interest rate shall never exceed the rate permitted by applicable law.




 




                (d)           If this is an Adjustable Rate Prime

Rate Based loan, the margin that is used for interest rate adjustments shall

remain fixed for the remaining term of the loan at the margin amount that is in

effect at the time of the assignment.




 




WAIVER:  The Borrowers and other parties to this

transaction (except the Lender), and each of them, whether principal, surety,

guarantor, endorser, or other party, agree to be jointly and severally bound

and, further, waive demand, protest, and notice of demand, protest, or

nonpayment, and agree that the liability of each shall be unconditional without

regard to the liability of any other party and shall not be affected by any

indulgence, extension or extensions of time, renewal, waiver, release of any

party or of any Collateral, or other modifications granted or consented to by

the Lender.  The rights and powers

granted to the Lender hereunder shall not, nor shall any provision hereof, be

waived except in writing signed by the Lender, and the provisions hereof shall

not be modified, limited or waived by any prior or subsequent course of dealing

between the parties or between the Borrowers and third parties or by any usage

of trade.  To the extent the Bank gives

or has given value to the Lender in reliance hereon, either by way of loan or

discount, the Borrowers hereby waive any and all other defenses or right of

offset which the Borrowers or any of them may or might have against the Lender

when this document is held by the Bank, its collateral custodian, or the

successors or assigns of either.




 




APPOINTMENT

OF AGENT:   Each of

the Borrowers hereby appoints each of the other Borrowers as agent for the

purposes of this loan and, if applicable, the Obligations and agrees that loan

funds, dividends, stock retirement proceeds, and other distributions may be

disbursed to or by order of any one or more of them.  This appointment shall continue until written notice of

termination is received by the Lender.




 




ASSOCIATION

MEMBERSHIP:   The

Borrowers agree to purchase and maintain stock or participation certificates in

the Lender or the Lender’s parent association, as applicable, in amounts as may

be required from time to time under the Capital Plan adopted by the Board of

Directors pursuant to applicable Bylaws.




 




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MODIFICATION:   No modification of this document or any

related document shall be enforceable unless in writing and signed by the party

against whom enforcement is sought.  Oral agreements or commitments to loan money, extend

credit, or to forbear from enforcing payment of a debt including promises to

extend or renew such debt are not enforceable. 

To protect 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, successors and assigns may report Borrowers’

names and information regarding this loan and all 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 coverage required by your agreement with us, we may purchase

insurance at your expense to protect our interests in your Collateral.  This insurance may, but need not, protect

your interests.  The coverage that we

purchase may not pay any claim that you make or any claim that is made against

you in connection with the Collateral. 

You may later cancel any insurance purchased by us, but only after

providing us with evidence that you have obtained insurance as required by our

agreement.  If we purchase insurance for

the Collateral, you will be responsible for the costs of that insurance

including interest and any other charges we may impose in connection with the

placement of the insurance, until the effective date of the cancellation or

expiration of the insurance.  The costs

of the insurance may be added to your total outstanding balance or

obligation.  The costs of the insurance

may be more than the costs of insurance you may be able to obtain on your own.




 




POWER OF

ATTORNEY:   Borrowers

hereby irrevocably appoint the Lender as Borrowers’ attorney-in-fact to act for

the Borrowers with full authority in the place and name of the Borrowers to

take any action and to execute any instrument which the Lender may deem advisable

to accomplish the purposes of this Agreement, including authority — (a) to

endorse, collect, sue for, compromise, and receive any draft, instruments,

documents, or moneys due in connection with the Collateral; (b) to file any

claims or take any action or institute any proceedings which the Lender may

deem desireable for the collection of any of the Collateral or otherwise to

enforce the rights of the Lender with respect to any of the Collateral; (c) to

disburse funds including paying insurance premiums, taxes, liens, and other

costs of preserving the Collateral; and (d) to establish, determine priority

of, perfect, continue perfected, preserve, enforce, or terminate the Lender’s

rights and interests under this Agreement. 

The Lender may charge its expenses of doing so to any of the Obligations

and the Borrowers shall pay them upon demand with interest from the date each

expense is incurred at the rate in effect on the date each expense is incurred

on the applicable Obligation.




 




AUTHORIZATION

FOR ACCESS TO INFORMATION:  

Borrowers acknowledge and agree that the verification or reverification

of any information, whether contained in the Borrowers’ loan application or in

any other 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, 




 




13





























 




either directly or through a credit reporting

agency, from any source whether named in the Borrowers’ loan application or

otherwise provided to the Lender by the Borrowers.




 




BORROWERS’

PRIVACY DISCLOSURE:   Your

privacy is important to us.  We want you

to know that we hold your financial and other personal information in strict

confidence.  Since 1972, Farm Credit

Administration regulations have forbidden the directors and employees of Farm

Credit Institutions from disclosing personal borrower information to others

without your consent.  We do not sell or

trade our customers’ personal information to marketing companies or information

brokers.




FCA rules allow us to disclose customer

information to others only in these situations:




-                                            We may give it

to another Farm Credit institution that you do business with.




-                                            We can be a

credit reference for you with other lenders and provide information to a credit

bureau or other consumer reporting agency.




-                                            We can provide

information in certain types of legal or law enforcement proceedings.




-                                            FCA examiners

may review loan files during regular examinations of our association.




-                                            If one of our

employees applies to become a licensed real estate appraiser, we may give

copies of real estate appraisal reports to the State agency that licenses

appraisers when required.  We will first

remove as much personal information from the appraisal report as possible.




 




As a member/owner of this

institution, your privacy and the security of your personal information are

vital to our continued ability to serve your ongoing credit needs.




 




UNAUTHORIZED

DISPOSITIONS AND FALSE STATEMENTS:   Borrowers understand that it is a federal crime punishable by

fine, imprisonment, or both to knowingly make any false statements in the

Borrowers’ loan application as applicable under the provisions of Title 18,

United States Code, Section 1014.  Borrowers

also understand that any unauthorized disposition of Collateral or the making

of any false statement or report to the Lender in connection with a loan could

result in civil and criminal consequences to the Borrowers as applicable under

the provisions of Title 18, Untied States Code, Sections 658 and 1014.




 




PARTIES

BOUND:   Each person signing the

Note, other than the Lender, is a Borrower. 

The Obligations of all Borrowers are joint and several, and all

Borrowers hereby acknowledge, receipt of all proceeds of the Loan.  This agreement benefits the Lender, its

successors, and assigns. This Agreement shall bind the Borrowers, the

Borrowers’ heirs, personal representatives, successors, and assigns, and all

persons and parties who become bound as a Borrower under this Agreement.




 




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ADDENDUM TO NOTE/LOAN AGREEMENT




 




June

20, 2002




 




                This

Addendum is a part of, and contains additional terms and conditions for, a

Promissory Note/Loan Agreement (“Note”) dated June 20, 2002, in the principal

amount of $2,000,000.00, evidencing a loan extended by AgCountry Farm Credit

Services, PCA (“Lender”) to the Borrowers. 

Unless waived in writing by the Lender, until all liabilities of the

Borrowers under this loan have been paid and satisfied in full, the Borrowers

covenant and agree as follows:




 




1.                                       COVENANTS:  The following covenants and agreements amend

and supplement the Note, the Security Agreement and the Real Estate

Mortgage.  To the extent of any

inconsistency between the provisions of the Note, the Security Agreement or the

Real Estate Mortgage and this Addendum, this Addendum governs.




 




2.                                       FINANCIAL —

MINIMUM OWNER EQUITY:  Borrower(s) shall

maintain minimum owner equity percentage of 40% by 10-01-04 and

thereafter.  Calculation of such owner

equity percentage is made by dividing the difference between total assets and

total liabilities by total assets and expressing the result as a percentage.




 




3.                                       FINANCIAL —

CURRENT RATIO:  Beginning with the

10/01/03 balance sheet, Borrower shall maintain a current ratio greater than

1:1 and 1.2.1 by 10-01-04 and thereafter. 

Current ratio is defined as a current assets divided by current

liabilities from the most recent balance sheet.  Classification and valuation of assets and liabilities are to be

determined by Lender in accordance with its policies and procedures.




 




4.                                       FINANCIAL.  By 12/31/04, Borrower agrees to maintain a

fixed charge coverage ration of 1.15:1.00. 

Fixed charge coverage ratio is defined as: (earnings before interest,

taxes, depreciation and amortization) divided by the sum of: a) interest; b)

mandatory debt retirement; c) cash taxes; d) maintenance capital expenditures;

and e) cash patronage dividends and cash equity retirements to be measured at

fiscal year end.




 




5.                                       MISCELLANEOUS —

CAPITAL SPENDING LIMITATION DURING TERM OF NOTE:  Borrower shall not, during the term of this Note, without the

prior written consent of Lender, make any expenditure or incur any indebtedness

for tangible capital assets or incur obligations for operating or capital

leases aggregating more than $500,000 per year.  For this purpose a tangible capital asset is land or a fixed

tangible asset which is depreciable under the Federal Internal Revenue Code.




 




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 12/31/02 fiscal year and annually thereafter, Borrower

shall provide Lender with a written balance sheet of borrower as of the close

of such fiscal year and a written 




 




15





























 




statement of profit and loss

of Borrower for such year, prepared in accordance with generally accepted

principles of accounting and certified by a firm of independent accountants

selected by Borrower but satisfactory to Lender.  Such reports shall be set forth in a format comparing the results

of the most recent fiscal year to those in the prior fiscal year certified

report and in all reasonable details.




 




8.                                       QUARTERLY

FINANCIAL REPORTING:  Within 30 days of

the previous quarter-end, Borrower(s) shall provide lender with the previous

quarter-end reports consisting of a balance sheet, profit and loss statements

and other reports requested to monitor performance.




 




9.                                       CORPORATE AND

PARTNERSHIP — RESTRICTION ON CORPORATE DIVIDENDS AND DISTRIBUTIONS:  Until all scheduled payments to Lender are

paid, Borrower shall not, without the prior written consent of Lender, declare

or pay dividends on capital stock, make any distribution on or redeem any

capital stock, or pay or make any distribution to stockholders except in

accordance to the Credit Agreement dated June 19, 2002 between Borrower and

AgCounty Farm Credit Services, FLCA.




 




10.                                 CORPORATE AND

PARTNERSHIP — LIMITATION ON CORPORATE OFFICER COMPENSATION:  Until all scheduled payments to Lender are

paid, Borrower shall not, without the prior written consent of Lender, increase

the level of compensation to officers or owners.




 




11.                                 ACCOUNTING

METHODS — Borrower shall not adopt any accounting methods, which are

inconsistent with generally accepted accounting principals (GAAP).  To the extent any change in GAAP affects any

computation or determination required to be made pursuant to this Addendum,

such computation or determination shall be made as if such change in GAAP had

not occurred unless the Borrower and Lender agree in writing to an adjustment

to such computation or determination to account for such change in GAAP.  Furthermore, Borrower will not change any

accounting methods, allow any restatement of its earnings, change in

depreciation or inventory methods, or reclassification of balance sheet

accounts, including but not limited to, the sale and leaseback of any asset,

without full and immediate disclosure to Lender.  Lender shall have the right to accept or reject any and all

changes that Lender, in its sole discretion, determines are material.  Lender shall also have the right to review

and adjust any and all loan covenants, interest rates and other contract

agreements upon determining a material change has occurred.




 




12.                                 REPAYMENT — 35%

of all proceeds obtain by Borrower from the USDA Farm Service Agency Bioenergy

Program shall be remitted to Lender as received by Borrower, but not less than

$500,000 plus accrued interest semi-annually starting 6-1-04 until paid in

full.




 




13.                                 OTHER

INDEBTEDNESS — If borrower should fail to pay any indebtedness to any other

person or entity for borrowed money or any long-term obligation when due, or

any other event occurs which, under any agreement or instrument relating to

indebtedness or obligation, has the effect of accelerating or permitting the

acceleration of such indebtedness or obligations; then all Lender obligations

become due.




 




16





























 




14.                                 DEFAULT EVENT —

Borrower shall be in default if borrower fails to pay any principal or interest

or fees when due and such failure shall continue un-remedied for a period of 10

days.




 




15.                                 DEFAULT EVENT —

Borrower shall be in default if borrower fails to observe or perform any

covenant or agreement contained in this agreement or other loan documents and

such failure shall remain un-remedied for 30 days after the earlier of: 1) any

officer of Borrower becomes aware of such failure or 2) Lender notifies

borrower of such failure.




 




16.                                 LIENS AND

ENCUMBRANCES — Lender acknowledges all liens and encumbrances granted by the

Borrower to the Lender under the Credit Agreement dated June 19, 2002 between

Borrower and AgCountry Farm Credit Services, FLCA.




 




17.                                 TAXES —

Borrower to pay all taxes before they become delinquent.




 




 




Great Plains Ethanol, LLC, a South Dakota

Limited Liability Company




 




	

  /s/ Darrin Ihnen


  	

   


  
	

  Darrin Ihnen, President


  	

   


  





 




17