**Exhibit10.3**

Loan Number: 137506                                          United Wisconsin GrainProducers, LLC                              Due Date: June 1, 2011

W.B.A.  GP 448R (4/04)  11286                                                                                                           Boxes not checked areinapplicable

©2004 Wisconsin BankersAssociation/Distributed by FIPCO®

**REVOLVINGCREDIT AGREEMENT**

(Business Loans)

United WisconsinGrain Producers, LLC                                                                         

(Name of Customer)

The above named customer (“Customer,” whether oneor more) agrees with Farmers & Merchants Union Bank             

159 W. James Street, PO Box 226, Columbus, WI53925                                                               (“Lender”) as follows:

**1.         RevolvingLoans.**Customer requests that Lender lend to Customer fromtime to time such amounts as Customer may request in accordance with thisAgreement (the “Loans”), and, subject to the terms of this Agreement, Lenderagrees to lend such amounts up to the aggregateprincipal amount of $  5,000,000.00  at any time outstanding (the “CreditLimit”). Within the Credit Limit, Customer may borrow, repay andreborrow under this Agreement. Lender is not obligated to but may make Loans inexcess of the Credit Limit, and in any event Customer is liable for and agreesto pay all Loans.

**2.        **q**Borrowing****Base.**Theaggregate amount of all Loans at any time outstanding under this Agreementshall never exceed the lesser of the Credit Limit or the Borrowing Basedescribed on Exhibit A.

**3.         Conditionsfor Loans.**Lender’sobligation to make the initial Loan is subject to satisfaction of the followingconditions:

(a) x Lender shall have received the following security documents and theadditional security documents described on Exhibit B, if any (the “Security Documents”), duly executed, allaccompanied by the appropriate financing statements: Real Estate Mortgage,                                                                                                  Business Security Agreement and TermCredit Agreement                                                        

(b) Lender shall have received copies:

o       certified by the Secretary of Customer of thearticles of incorporation and bylaws of Customer, and resolutions of the Boardof Directors of Customer authorizing the issuance, execution anddelivery of this Agreement and the Security Documents, if any;

o       certified by a general partner of Customer of thepartnership agreement of Customer, and an authorization signed by all of the generalpartners of Customer authorizing the issuance, execution and delivery of thisAgreement and the Security Documents, if any;

x     certified by a member ormanager of Customer, as appropriate, of the articles of organization andoperating agreement of Customer, and anauthorization signed by a member or manager of Customer, as appropriate,authorizing the issuance, execution and delivery of this Agreement andthe Security Documents, if any;

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

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

(c) qLender shall have received an affidavit of sole ownership executed by the soleproprietor.

(d) q Lendershall have received the following additional documentation executed by thetrust and/or trustee:  Na                                                                                                                                                                                                                                                

(e)     q Lendershall have received from counsel for Customer a favorable opinion satisfactoryto Lender covering the matters described in sections 5(c) and 5(d), 5(e), 5(f) or 5(g), as applicable, and 5(k) ofthis Agreement and such other matters as Lender may reasonably request.

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(f)       qLender shall have received a guaranty of payment of the Loans duly executed by Na                                                                                                                                                                                                                                                                                                                                on WBA form                                      

(g)   All proceedings taken by Customer inconnection with the Loans, the Security Documents and other documents providedto Lender shall be satisfactory to Lender and Lender shall have received copiesof all documents reasonably required by it.

**4.         LoanProcedures.**Customer mayobtain Loans under this Agreement as provided in (a), (b) or (c) below.

(a)   q Customershall give Lender q at least                                                                    businessdays’ prior notice or q                                                                                                                                                                                        

Of any Loan requested under this Agreement,specifying the date and amount of the Loan. Lender will make the Loan available to Customer q bycrediting the amount of the Loan to Customer’s account (acct. no.                                                                                 ) withLender or q                                                                                                                                                                                                                  

Each Loan which is less than the full amountavailable to Customer under this Agreement shall be in an amount not less than$                                                                  .

(b)  qLender will credit Customer’s account (acct. no.                                                                 ) with Lender whenever the q ledger qcollectedbalance in the account is less than $on anybanking day (the ‘Target Amount”), for whatever reason. The Loan will be in an amount within the Credit Limit andBorrowing Base sufficient to increase the balance to the Target Amount.Lender may decline to make any Loan and may refuse to pay any check drawn onthe account if the amount available to Customer under this Agreement would notbe sufficient to increase the balance in the account to the Target Amount.

(c)  SAt Customer’s written request byfacsimile. Individuals authorized to make loan advances are listed on depositaccount resoultion  dated May 20, 2005and require two signatures. Farmers & Merchants Union Bank shall advancethe loan no later than one business day after receipt of customer’s loan drawrequest. 

qLender’sobligation to make each Loan (including the initial Loan) is subject to thefurther condition that Lender shall have received a certificate signed by Customer, dated the date ofthe Loan request and stating that the representations and warranties in section5 are true and correct as of the date of the request and that no eventof default has occurred and is continuing or would result from such Loan.

**5.         Representationsand Warranties.**Customerrepresents and warrants to Lender that on the date of each Loan:

(a)          No part of any Loan will be used for personal, family or householdpurposes.

(b)         Customer will not use any part of the proceeds of Loans to purchase anymargin stock within the meaning of Regulation U of the Board of Governors ofthe Federal Reserve System.

(c)           The execution and delivery of this Agreement and the Security Documents,and the performance by Customer of its obligations under this Agreement and the Security Documents, arewithin its power, have been duly authorized by proper action on the part ofCustomer, are not in violation of any existing law, rule or regulation,any order, authorization or decision of any court, the articles ofincorporation, bylaws, articles oforganization, operating agreement, partnership agreement, trust agreement orother governing documents of Customer,as applicable, or the terms of any agreement or restriction to which Customeris a party or by which it is bound, and do not require the approval or consent of any person or entity. This Agreementand the Security Documents, when executed and delivered, will constitutethe valid and binding obligations of Customer enforceable in accordance withtheir terms.

(d)         q Customer is a corporation legally organized, validly existing and ingood standing under the laws of the State of n/a                              andis duly qualified to do business and is in good standing in every jurisdictionin which the nature of its business or its ownership of propertiesrequires such qualification.

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(e)  qCustomer is a n/a   partnership legally organized, validlyexisting and in good standing under the laws of the State of n/a    .

(f)  SCustomer is a limited liability company legally organized, validly existing andin good standing under the laws of the State of Wisconsin                                    and is duly qualified to do business and is in good standing in everyjurisdiction in which the nature of its business or its ownership of propertyrequires such qualification.

(g)         qCustomer is a q testamentarytrust n/a                                                                                                          

(Probate Caption and FileNumber)

qrevocable living trust q irrevocableliving trust n/a                                                                                     

(Name and Address of Trust)

                                                                                                                                                                                    

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

(h)         Customer’sexact legal name is as set forth below Section 23

(i)             IfCustomer is an individual, the address of Customer’s principal residence is asset forth below Section 23.  If Customeris an organization, that has only one place of business, the address ofCustomer’s place of business, or if Customer has more than one place ofbusiness, then the address of Customer’s chief executive office, is as setforth below section 12.

(j)             Allfinancial statements of Customer furnished to Lender were prepared inaccordance with generally accepted principles of accounting consistentlyapplied throughout the periods involved and are correct and complete as oftheir dates.

(k)          There is no substance which has been, is or willbe 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 byCustomer (“Property”) during the period of Customers ownership or use ofthe 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 anyfederal, state or local laws, regulations, ordinances, codes or rules (“EnvironmentalLaws”); (ii) Customer has no knowledge, after due inquiry, of any prior use orexistence of any Hazardous Substance on theProperty by any prior owner of or person using the Property; (iii) withoutlimiting the generality of the foregoing, Customer has no knowledge, after due inquiry, that the Propertycontains asbestos, polychlorinated biphenyl components (PCBs) or underground storage tanks; (iv) there are noconditions existing currently or likely to exist during the term of thisAgreement which would subject Customer to any damages, penalties, injunctiverelief or clean-up costs in any governmental or regulatory action orthird-party claim relating to anyHazardous Substance; (v) Customer is not subject to any court or administrativeproceeding, judgment, decree, orderor citation relating to any Hazardous Substance; and (vi) Customer in the pasthas been, at the present is, and in the future will remain in compliancewith all Environmental Laws. Customer shall indemnify and hold harmless Lender,its directors, officers, employees andagents from all loss, cost (including reasonable attorneys’ fees and legalexpenses), liability and damage whatsoever directly or indirectly resultingfrom, arising out of, or based upon (1) the presence, use, storage, deposit,treatment, recycling or disposal, at any time, of any Hazardous Substance described above on, under, in or aboutthe Property, or the transportation of any Hazardous Substance to or from the Property, (2) theviolation or alleged violation of any Environmental Law, permit, judgment orlicense relating to the presence, use, storage, deposit, treatment, recyclingor disposal of any Hazardous Substance on, under, in or about the Property, or thetransportation of any Hazardous Substance to or from the Property, (3) theimposition of any governmental lien for the recovery of environmental clean-upcosts expended under any Environmental Law, or (4) breach of thisrepresentation or warranty. Customer shall immediatelynotify Lender in writing of any governmental or regulatory action orthird-party claim instituted or threatened in connection with anyHazardous Substance on, in, under or about the Property.

(l)             Thereis no litigation or administrative proceeding pending or, to the knowledge ofCustomer, threatened against Customer which might result in any materialadverse change in the business or condition of Customer.

(m)       Thereare no unpaid wages due employees of Customer and there are no outstandingliens against assets of Customer for unpaid wages due employees of Customer.

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**6.         Fees**.  Customeragrees to pay the following nonrefundable fees as a condition of access tocredit under this Agreement:

(a)          qCommitment fee in the amount of $ n/a                                           .

(b)         qCommitment fee in the amount equal to n/a                   % per year of the average daily unused portion of the Credit Limit from thedate of this Agreement until the Termination Date specified in section 15,payable n/a                                                                                                                                                                                                                                                                                                                     

(c)          SCustomer to pay a servicing fee of $10,000.00, annually on the anniversarydate                                   

**7.         Capital Adequacy. **If Lender shall determine that any existing orfuture law, rule, regulation, directive, interpretation, treaty or guideline regarding capital adequacy (whether or not havingthe force of law) increases or would increase, from that required on the dateof this Agreement, the amount ofcapital required or expected to be maintained by Lender, or any corporationcontrolling Lender, and if such increase is based upon the existence of Lender’s obligations under thisAgreement and other commitments of this type, then from time to time, withinten days after demand from Lender,the Customer shall pay to Lender such amount or amounts as will compensateLender for expenses or costs requiredto meet such increased capital requirement. For purposes of calculating theamount of compensation required, Lender, or any corporation controllingLender, may conclusively be deemed to have maintained the minimum amount ofcapital required on the date of this Agreement,and may base such compensation on the assumption that Lender (or suchcorporation) will need to increase its capital from such minimum amountto the new required amount. The determination of any amount to be paid by Customerunder this section shall take into considerationpolicies of Lender, or any corporation controlling Lender, with respect tocapital adequacy and shall be based upon any reasonable method of attribution. A certificate of Lender setting forthsuch amount or amounts as shall be necessary to compensate Lender as specifiedin this section shall be delivered to Customer and shall be conclusive absentmanifest error.

**8.         Interest Rate and Other Charges**.  Customer agrees to pay interest to Lender onthe unpaid principal balance outstanding from time to time under this Agreement[Check (a) or (b); only one shall apply.]:

(a)          SAt the rate of 7.400                             % per year.

(b)         qAt a rate per year equal to n/a          percentage points over the                                                                               n/a                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

(“Index Rate”). The IndexRate may or may not be the lowest rate charged by Lender.  Any change in the interest rate resultingfrom a change in the Index Rate shall become effective without notice toCustomer as of the day on which such change in the Index Rate becomeseffective.  A change in the interest ratewill apply both to the outstanding principal balance and to new Loans.  If the Index Rate ceases to be made availableto Lender during the term of this Agreement, Lender may substitute a comparableindex.  Notwithstanding the Index Rate,the annual rate of interest shall not at any time be less than n/a         %.

Interest under (a) or (b) is computed on the basis ofthe actual number of days the principal balance is unpaid based upon a year of S360 days q 365 days. If any payment (other than the final payment) is not made on or beforethe 10th                         day after its due date, Lender may collect adelinquency charge of S                            5.00 % of theunpaid amount q $ n/a               .  Unpaid principal and interest bear interestafter maturity (whether by acceleration or lapse of time) until paid at therate S which wouldotherwise be applicable plus 2.00      percentage points q of n/a                % per year, computed on thesame basis.

**9.         PaymentSchedule. **Customeragrees to pay to Lender the unpaid principal balance and interest as follows:[Check (a), (b), (c) or (d)].

(a)          qin one payment on q demand qthe Termination Date specified in section 15.

(b)         Sin payments of interest, beginning July 1, 2006             , and on the same day of each succeeding monththereafter, plus a final payment of unpaid principal and interest due on theTermination Date specified in section 15.

(c)          qin installments each equal to n/a      % of the unpaid principal balance, plus interest, beginning n/a                                 , and onthe same day of each n/a   monththereafter, plus a final payment of unpaid principal and interest due on theTermination Date specified in section 15.

(d)         q                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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In addition, Customershall immediately pay any amount by which the Loans exceed the Credit Limit orthe Borrowing Base established under section 2, if any, and any prior unpaidpayments.  Lender is authorized to automatically charge payments due under thisAgreement to any account of Customer with Lender. If payments are not automaticallycharged to Customer’s account, payments must be made to the Lender at its address shown above and are not credited untilreceived in Lender’s office. Lender is authorized to make book entriesevidencing Loans and payments underthis Agreement and the aggregate unpaid amount of all Loans as evidenced bythose entries is presumptive evidence that those amounts are outstandingand unpaid to Lender.

**10.      Covenants**.  Customer shall, so long as any amounts remainunpaid, or Lender has any commitment to make Loans under this agreement:

(a)          Furnish to Lender, assoon as available, such financial information respecting Customer as Lenderfrom time to time request, and without request furnish to Lender:

(i) Within 120 days after the end of eachfiscal year of Customer a balance sheet of Customer as of the close of suchfiscal year and related statements of income and retained earnings and cashflow for such year all in a reasonable detail and satisfactory in scope toLender, prepared in accordance with generally accepted principles of accounting applied on a consistent basis, either q (1) q compiled qreviewed S audited by anindependent certified public accountant acceptable to Lender, or q(2) certified by the chief financial representative of Customer, and

(ii) Within 30  daysafter the end of each consecutive  month a balance sheet of Customer as of the end ofsuch month and related statements ofincome and retained earnings and cash flow for the period from the beginning ofthe fiscal year to the end of such month, prepared in accordance with generallyaccepted principles of accounting applied on a consistent basis, certified,subject to normal year-end adjustments, by an officer or partner ofCustomer.

Customer shall furnish toLender such reports regarding the payment of wages to employees of Customer andthe number of employees of Customer asLender may from time to time request, and without request shall furnish toLender a written report immediately upon any material increase in the number of employees of Customer, the failure ofCustomer to pay any wages when due to employees of Customer or theimposition of any lien against the assets of Customer for unpaid wages dueemployees of Customer.

(b)         Keep complete andaccurate books of records and accounts and permit any representatives of Lenderto examine and copy an of the books and to visit and inspect any of theCustomer’s tangible and intangible properties as often as desired.

(c)          Maintain insurance coverage in the forms (together with any lender’sloss payee clause requested by Lender), amounts and with companies which wouldbe carried by prudent management in connection with businesses engaged insimilar activities in similar geographicareas. Without limiting this section or the requirements of any SecurityDocument, Customer will [i] keep all its physical property insured against fire and extendedcoverage risks in amounts and with deductibles at least equal to thosegenerally maintained by businessesengaged in similar activities in similar geographic areas, [ii] maintain allsuch workers’ compensation and similar insuranceas may be required by law and [iii] maintain, in amounts and with deductiblesat 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 orproperty damage occurring on, in or about the properties of Customer, businessinterruption insurance and product liability insurance.

(d)         Pay and discharge alllawful taxes, assessments and governmental charges upon Customer or against itsproperties prior to the date on which penalties attach, unless and to theextent only that such taxes, assessments and charges are contested in goodfaith and by appropriate process by Customer.

(e)          Do all things necessaryto maintain its existence, to preserve and keep in full force and effect itsrights and franchises necessary to continue its business and comply with allapplicable laws, regulations and ordinances.

(f)            Timely perform andobserve the following financial covenants, all calculated in accordance withgenerally accepted principles of accounting applied on a consistent basis:

(i)    qMaintain at all times an excess of current assets over current liabilities ofnot less than $                                                    .

(ii)   SMaintain at all times a tangible net worth of not less than $ 24,000,000.00                       .

(iii)  qNot make any expenditures for fixed or capital assets which would cause theaggregate of all such expenditures to exceed $                                      during any fiscal year.

(iv)      qMaintain at all times a ratio of current assets to current liabilities of notless than                                                          to one.

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(v)         qMaintain at all times a ratio of total liabilities to tangible net worth of notgreater than                                                  to one.

(vi)      q                                                                                                                                                       

(g)         Furnish to Lender theBorrowing Base Certificates required under Exhibit A, if any.

(h)         Not create or permit toexist any lien or encumbrance with respect to Customer’s properties, exceptliens in favor of Lender, liens for taxes if they are being contested in goodfaith by appropriate proceedings and for which appropriate reserves aremaintained, liens or encumbrances permitted under any Security Document and

See attached Exhibit D                                                                                                                                            

(ifleft blank, no other permitted liens or encumbrances)

(i)             Not take any action or permit any event to occurwhich materially impairs Customer’s ability to make payments under thisAgreement when due. Such eventsinclude, without limitation, the fact that Customer, Customer’s spouse or anysurety for Customer’s obligations under this Agreement ceases to exist, dies,changes marital status or domicile or becomes insolvent or the subject ofbankruptcy or insolvency proceedingsor that any guaranty of Customer’s obligations under this Agreement is revokedor becomes unenforceable for any reason.

(j)             Not change its type of organization or state underwhose law it is organized as represented in Section 5(d), (e) or (f) and shallpreserve its organizationalexistence and shall not, in one transaction or in a series of relatedtransactions, merge into or consolidate with any other organization,change its legal structure or sell all or substantially all of its assets.

(k)          Not change its legalname without providing at least 30 days prior to written notice of the changeto Lender.

(l)             Not change itsaddress without providing at least 30 days prior written notice to the changeto Lender.

(m)       Timely perform all dutiesand responsibilities imposed on Customer under Section 5(k).

(n)         Customer shall pay allwages when due to employees of Customer and shall not permit any lien to existagainst the assets of Customer for unpaid wages due employees of Customer.

(o)         SUnless otherwise consented to in writing by Lender, timely perform and observeall additional covenants described on Exhibit C.

**11.      Security Interest.**  ThisAgreement is secured by all existing and future security agreements,assignments and mortgages from Customer to Lender, from any guarantor ofthis Agreement to Lender, and from any other person to Lender providingcollateral security for Customersobligations, and payment of the Loans may be accelerated according to any ofthem. Unless a lien would be prohibited by law or would render a nontaxableaccount taxable, Customer also grants to Lender a security interest and lien inany deposit account Customer may atany time have with Lender. Lender may at any time after the occurrence of anevent of default set-off any amount unpaid under this Agreement againstany deposit balances or other money now or hereafter owed to Customer byLender.

**12.      Default and Acceleration.**  Upon theoccurrence of any one or more of the following events of default: (a) Customerfails to pay any amount when due under this Agreement or under any otherinstrument evidencing any indebtedness of Customer, (b) any representation orwarranty made under this Agreement or information provided by Customer inconnection with this Agreement is or was false or fraudulent in any materialrespect, (c) a material adverse change occurs in Customers financial condition,(d) Customer fails to timely observe or perform any of the covenants orduties contained in this Agreement, (e) any guaranty of Customers obligationsunder this Agreement is revoked or becomes unenforceable for any reason or anysuch guarantor dies, ceases to exist, or becomes the subject of any bankruptcyor insolvency proceeding, or (f) an event of default occurs under any SecurityDocument;

then, at Lender’soption, and upon written or verbal notice to Customer, Lender’s obligation tomake Loans under this Agreement shall terminate and the total unpaid balanceshall become immediately due and payable without presentment, demand, protest,or further notice of any kind, all of whichare hereby expressly waived by Customer. Lender’s obligation to make loansunder this Agreement shall automatically terminate and the total unpaid balanceshall automatically become due and payable in the event Customer becomes thesubject of bankruptcy or other insolvencyproceedings. Lender may waive any default without waiving any other subsequentor prior default. Customer agrees to pay Lender’s costs ofadministration of this Agreement. Customer also agrees to pay all costs ofcollection before and after judgment, including reasonable attorneys’ fees (including those incurred in successfuldefense or settlement of any counterclaim brought by Customer or incident toany action or proceeding involving Customer brought pursuant to the UnitedStates Bankruptcy Code).

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**13.      Indemnification. **Customer agrees to defend, indemnify and hold harmless Lender, itsdirectors, officers, employees and agents, from and against any and allloss, cost, expense, damage or liability (including reasonable attorneys’ fees)incurred in connection with any claim, counterclaimor proceeding brought as a result of, arising out of or relating to anytransaction financed or to be financed, in whole or in part, directly or indirectly, with the proceeds of anyLoan or the entering into and performance of this Agreement or any document orinstrument relating to this Agreementby Lender or the activities of Customer. This indemnity will survivetermination of this Agreement, the repayment of all Loans and thedischarge and release of any Security Documents.

**14.      Venus. **To the extent notprohibited by law, venue for any legal proceeding relating to enforcement ofthis Agreement shall be, at Lender’soption, the county in which Lender has its principal office in this state, thecounty in which Customer resides, or the county in which this Agreementwas executed by Customer.

**15.      Termination. **Unless sooner terminated under Section 12, Customers right to obtainLoans and Lenders obligation to extend credit under this Agreement shall terminate on the date payment is due undersection 9(a), if applicable, or on  June 1,2011   whicheveris earlier (the “Termination Date”). Customer may terminate Customers right toobtain Loans under this Agreement at any time and for any reason by writtennotice to the Lender. Such notice of termination signed by a Customer shall bebinding on each Customer who signs this Agreement. Termination, for whateverreason, does not affect Lenders rights, powers and privileges, nor Customer’sduties and liabilities, with regard to the then existing balance underthis Agreement.

**16.      Amendment.**  Noamendment, modification, termination or waiver of any provision of thisAgreement shall in any event be effective unless it is in writing and signed by Lender, and then such waiver orconsent shall be effective only in the specific instance and for the specific purposesfor which given.

**17.      Entire Agreement.**  ThisAgreement, including the Exhibits attached or referring to it, and the SecurityDocuments, are intended by Customerand Lender as a final expression of their agreement and as a complete andexclusive statement of its terms, there being no conditions to the fulleffectiveness of this Agreement except as set forth in this Agreement and theSecurity Documents.

**18.      No Waiver; Remedies. **No failure on the part ofLender to exercise, and no delay in exercising, any right, power or remedyunder this Agreement shall operate as awaiver of such right, power or remedy; nor shall any single or partial exerciseof any right under this Agreement precludeany other or further exercise of the right or the exercise of any other right.The remedies provided in this Agreement are cumulative and not exclusiveof any remedies provided by law.

**19.      More Than One Customer.**  If morethan one person signs this Agreement as Customer, Lender may at its option andwithout notice refuse any request for a Loan upon notice from any of theundersigned. Any of the undersigned Customers may request Loans under thisAgreement. Each of the undersigned Customers is jointly and severally liablefor all Loans and other obligations under this Agreement.

**20.      Notice.**  Except asotherwise provided in this Agreement, all notices required or provided forunder this Agreement shall be in writing and mailed, sent or delivered, if to Customer, at any Customer’s last knownaddress as shown on the records of Lender, and it to Lender, at its addressshown below, or, as to each party, at such other address as shall be designatedby such party in a written notice to the other party. All such notices shall be deemed duly given whendelivered by hand or courier, or three business days after being deposited inthe mail (including any private mailservice), postage prepaid, provided that notice to Lender pursuant to section15 shall not be effective until received by Lender.

**21.      Successors and Assigns. **This Agreement shall bebinding upon and inure to the benefit of Lender and Customer and theirrespective heirs, personal representatives, successors and assigns except thatCustomer may not assign or transfer any of Customer’s rights under thisAgreement without the prior written consent of Lender.

**22.      Interpretation. **The validity, construction and enforcement of this Agreement aregoverned by the internal laws 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 ofany other provisions of this Agreement.

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**23.      Other Provisions.**  (If none are stated below, there are no otherprovisions.)

Therepresentations and warranties contained in paragragh 5. (k) shall not apply toCustomer’s production of Ethanol, Distillees Grain, Carbon Dioxide and such other products as are standard inCustomer’s line of busines; and, that Customer’s production of such productsshall not be considered and event of default.

Dated as of May 25,2006                                                           .

Farmers & MerchantsUnion Bank           (SEAL)                        United Wisconsin Grain Producers,L.L.C. (SEAL)

                (Name of Lender)

By/s/ Rebecca J.Schulz                                                                   A Wisconsin Limited Liability Company                    

     Rebecca J. Schulz                                                                                                    (Typeof Organization)

(Loan Officer                                                 )

159 W. James Street, POBox 226

Columbus, WI 53925                                                                   By:/s/ Barb Bontrager                                         (SEAL)

Barb Bontrager, ChiefFinancial Officer

                                                                                       (SEAL)

                                                                                       (SEAL)

                                                                                       (SEAL)

POBox 247

Friesland,WI 53925                                                    

(Customer’sAddress)

 

 

 

 

 

 

 

 

 

 

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

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EXHIBIT C

This Exhibit C isa part of the Revolving Credit Agreement between United Wisconsin GrainProducers, LLC (“Customer”) and Farmers & Merchants Union Bank, Columbus,Wisconsin (“Lender”) dated May 25, 2006.

Customer shalltimely perform and observe the following financial covenants, which ifapplicable shall be calculated in accordance with generally accepted accountingprinciples applied on a consistent basis:

A)           Maintain a minimumtangible net worth of $24,000,000.00 measured monthly.

B)                                    Increaseminimum tangible net worth annually by an amount equal to retained earnings or$500,000.00,whichever is smaller, measured annually, utilizing the auditedfinancial statement.

C)                                    Owner’sequity is to be at least 45% continuously, measured monthly.

D)                                   Maintaina minimum working capital position of $4,000,000.00, measured monthly.  Minimum working capital position shall bedefined as (current assets + available line of credit availability) minus(current liabilities + current advanced portion of line of credit) measuredmonthly.

E)                                     Limitannual capital expenditures to less than or equal to $1,000,000.00 withoutFarmers & Merchants Union Bank’s written approval, measured monthly.

F)                                     Borrowermust obtain Lender consent prior to making dividends/distributions exceeding65% of the previous ear’s net income, excluding state and federal incentivepayments accrued and/or received, measured annually.

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EXHIBIT D

This Exhibit D isa part of the Revolving Credit Agreement between United Wisconsin GrainProducers, LLC (“Customer”) and Farmers & Merchants Union Bank, Columbus,Wisconsin (“Lender”) dated May 25, 2006.

Section 10 item(H): Customer shall not create or permit to exist any line or encumbrance withrespect to Customer’s properties, except liens in favor of Lender, lines fortaxes if they are being contested in good faith by appropriate proceedings andfor which appropriate reserves are maintained, liens or encumbrances permittedunder any Security Document and:

·                  UCC Filing 050009431724 to WisconsinDepartment of Transportation for rails, ties, and ballast connected to UnionPacific Railroad.

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

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

·                  Subordinate Security Agreement in theamount of $100,000.00 to Fagen, Inc. (Building Contractor) for completion ofwork on UWGP.  Payment to be made fromUWGP to Fagen, Inc.

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

 

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