**Exhibit10.1**

** **

**MASTER****AMENDED AND RESTATED****CREDIT AGREEMENT**

**dated asof June 10, 2006**

**between**

**EAST KANSAS AGRI-ENERGY, L.L.C.**

**asBorrower**

**and**

**HOME FEDERAL SAVINGS BANK**

**as Lender**

 

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**TABLE OFCONTENTS**
|                                              | ** ** | ** **                                  | ** ** | **Page** | ** ** |
|----------------------------------------------|------------|---------------------------------------------|------------|----------|------------|
|                                         |       |                                        |       |     |       |
| ARTICLE I. GENERAL  TERMS                    |       | 1                                           |       |
|                                         |       |                                        |       |     |       |
| Section 1.01                                 |       | Definitions                                 |       | 1        |       |
| Section 1.02                                 |       | Master Agreement;  Supplements              |       | 1        |       |
| Section 1.03                                 |       | Notes                                       |       | 2        |       |
| Section 1.04                                 |       | Default Interest                            |       | 2        |       |
| Section 1.05                                 |       | Additional Interest                         |       | 2        |       |
| Section 1.06                                 |       | Interest Generally;  Maximum Rate           |       | 2        |       |
| Section 1.07                                 |       | Payments Generally                          |       | 2        |       |
| Section 1.08                                 |       | Computations                                |       | 3        |       |
| Section 1.09                                 |       | Prepayments                                 |       | 3        |       |
| Section 1.10                                 |       | Advances and Paying  Procedure              |       | 3        |       |
| Section 1.11                                 |       | Free Cash Flow Payments                     |       | 3        |       |
| Section 1.12                                 |       | Administrative Fee                          |       | 3        |       |
| Section 1.13                                 |       | Reaffirmation of  Existing Loan Documents   |       | 4        |       |
| Section 1.14                                 |       | Collateral                                  |       | 4        |       |
| Section 1.15                                 |       | Final Maturity                              |       | 4        |       |
|                                         |       |                                        |       |     |       |
| ARTICLE II. CONDITIONS  PRECEDENT            |       | 4                                           |       |
|                                         |       |                                        |       |     |       |
| Section 2.01                                 |       | Conditions To Effectiveness                 |       | 4        |       |
|                                         |       |                                        |       |     |       |
| ARTICLE III.  REPRESENTATIONS AND WARRANTIES |       | 6                                           |       |
|                                         |       |                                        |       |     |       |
| Section 3.01                                 |       | Existence; Power                            |       | 6        |       |
| Section 3.02                                 |       | Organizational Power;  Authorization        |       | 6        |       |
| Section 3.03                                 |       | Governmental Approvals;  No Conflicts       |       | 6        |       |
| Section 3.04                                 |       | Financial Statements                        |       | 6        |       |
| Section 3.05                                 |       | Litigation and  Environmental Matters       |       | 7        |       |
| Section 3.06                                 |       | Compliance with Laws  and Agreements        |       | 7        |       |
| Section 3.07                                 |       | Investment Company Act,  Etc                |       | 7        |       |
| Section 3.08                                 |       | Taxes                                       |       | 7        |       |
| Section 3.09                                 |       | Margin Regulations                          |       | 7        |       |
| Section 3.10                                 |       | ERISA                                       |       | 7        |       |
| Section 3.11                                 |       | Ownership of Property                       |       | 8        |       |
| Section 3.12                                 |       | Disclosure                                  |       | 8        |       |
| Section 3.13                                 |       | Labor Relations                             |       | 8        |       |
| Section 3.14                                 |       | Subsidiaries                                |       | 8        |       |
| Section 3.15                                 |       | Permits                                     |       | 8        |       |
| Section 3.16                                 |       | Projections                                 |       | 8        |       |
| Section 3.17                                 |       | Material Contracts                          |       | 9        |       |
| Section 3.18                                 |       | Anti-Terrorism Laws                         |       | 9        |       |
|                                         |       |                                        |       |     |       |
| ARTICLE IV. AFFIRMATIVE  COVENANTS           |       | 9                                           |       |
|                                         |       |                                        |       |     |       |
| Section 4.01                                 |       | Financial Statements  and Other Information |       | 9        |       |
| Section 4.02                                 |       | Notices of Material  Events                 |       | 10       |       |

 

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| Section 4.03                                 |   | Existence; Conduct of  Business                             |   | 11     |   |
|----------------------------------------------|--------|-------------------------------------------------------------|--------|--------|--------|
| Section 4.04                                 |   | Compliance with Laws,  Etc                                  |   | 11     |   |
| Section 4.05                                 |   | Payment of Obligations                                      |   | 11     |   |
| Section 4.06                                 |   | Books and Records                                           |   | 11     |   |
| Section 4.07                                 |   | Visitation, Inspection,  Audit, Etc                         |   | 12     |   |
| Section 4.08                                 |   | Maintenance of  Properties; Insurance                       |   | 12     |   |
| Section 4.09                                 |   | Use of Proceeds                                             |   | 12     |   |
| Section 4.10                                 |   | Subsidiaries                                                |   | 12     |   |
| Section 4.11                                 |   | Assignment of Material  Contracts                           |   | 12     |   |
|                                         |   |                                                        |   |   |   |
| ARTICLE V. FINANCIAL  COVENANTS              |   | 13                                                          |   |
|                                         |   |                                                        |   |   |   |
| Section 5.01                                 |   | Fixed Charge Coverage  Ratio                                |   | 13     |   |
| Section 5.02                                 |   | Tangible Balance Sheet  Equity Ratio                        |   | 13     |   |
| Section 5.03                                 |   | Capital Expenditures                                        |   | 13     |   |
| Section 5.04                                 |   | Working Capital                                             |   | 13     |   |
|                                         |   |                                                        |   |   |   |
| ARTICLE VI. NEGATIVE  COVENANTS              |   | 13                                                          |   |
|                                         |   |                                                        |   |   |   |
| Section 6.01                                 |   | Indebtedness                                                |   | 13     |   |
| Section 6.02                                 |   | Negative Pledge                                             |   | 13     |   |
| Section 6.03                                 |   | Fundamental Changes                                         |   | 13     |   |
| Section 6.04                                 |   | Investments, Loans, Etc                                     |   | 13     |   |
| Section 6.05                                 |   | Restricted Payments                                         |   | 14     |   |
| Section 6.06                                 |   | Sale of Assets                                              |   | 14     |   |
| Section 6.07                                 |   | Transactions with  Affiliates                               |   | 14     |   |
| Section 6.08                                 |   | Restrictive Agreements                                      |   | 14     |   |
| Section 6.09                                 |   | Sale and Leaseback  Transactions                            |   | 15     |   |
| Section 6.10                                 |   | Lease Obligations                                           |   | 15     |   |
| Section 6.11                                 |   | Hedging Agreements                                          |   | 15     |   |
| Section 6.12                                 |   | Amendment to Material  Documents                            |   | 15     |   |
| Section 6.13                                 |   | Accounting Changes                                          |   | 15     |   |
| Section 6.14                                 |   | Deposit and Investment  Accounts                            |   | 15     |   |
| Section 6.15                                 |   | Use of Proceeds                                             |   | 15     |   |
|                                         |   |                                                        |   |   |   |
| ARTICLE VII. EVENTS OF  DEFAULT AND REMEDIES |   | 15                                                          |   |
|                                         |   |                                                        |   |   |   |
| Section 7.01                                 |   | Events of Default                                           |   | 15     |   |
| Section 7.02                                 |   | Remedies                                                    |   | 17     |   |
|                                         |   |                                                        |   |   |   |
| ARTICLE VIII.  MISCELLANEOUS                 |   | 18                                                          |   |
|                                         |   |                                                        |   |   |   |
| Section 8.01                                 |   | Notices                                                     |   | 18     |   |
| Section 8.02                                 |   | Waiver; Amendments                                          |   | 19     |   |
| Section 8.03                                 |   | Expenses;  Indemnification                                  |   | 20     |   |
| Section 8.04                                 |   | Successors and Assigns                                      |   | 21     |   |
| Section 8.05                                 |   | Governing Law;  Jurisdiction; Consent to Service of Process |   | 21     |   |
| Section 8.06                                 |   | WAIVER OF JURY TRIAL                                        |   | 22     |   |
| Section 8.07                                 |   | Right of Setoff                                             |   | 22     |   |
| Section 8.08                                 |   | Counterparts;  Integration                                  |   | 22     |   |

 

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| Section 8.09                               |   | Survival                                                        |   | 22     |   |
|--------------------------------------------|--------|-----------------------------------------------------------------|--------|--------|--------|
| Section 8.10                               |   | Severability                                                    |   | 23     |   |
| Section 8.11                               |   | Transferable Record                                             |   | 23     |   |
| Section 8.12                               |   | Confidentiality                                                 |   | 23     |   |
| Section 8.13                               |   | Copies                                                          |   | 23     |   |
| Section 8.14                               |   | Notice of Claims  Against Lender; Limitation of Certain Damages |   | 24     |   |
| Section 8.15                               |   | Effect of Amendment                                             |   | 24     |   |
|                                       |   |                                                            |   |   |   |
| Attachment I —  Definitions           |   | I-1                                                             |   |
|                                       |   |                                                            |   |   |   |
| Exhibit 2.01(c)(6) -  Opinion Requirements |   | 2.01(c)(6)-1                                                    |   |
|                                       |   |                                                            |   |   |   |
| Schedule 6.04 — Investments           |   | 6.04-1                                                          |   |

 

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**MASTER AMENDED AND RESTATED CREDIT AGREEMENT**

**THIS MASTER AMENDED AND RESTATED CREDIT AGREEMENT**is made and entered into as of June 10 2006, by and between EAST KANSASAGRI-ENERGY, L.L.C., a Kansas limited liability company, (“***Borrower***”) and HOMEFEDERAL SAVINGS BANK, a federally chartered stock savings bank organized underthe laws of the United States (“***Lender***”).

**RECITALS:**

A.            Borrower and Lender are parties to a Credit Agreementdated as of November 23, 2004, as amended (the “***Original Credit Agreement***”), andpromissory notes, instruments, and other documents and agreements, pursuant towhich Lender has made certain loans, credit facilities and other creditaccommodations available to Borrower.

B.            Subject to certain terms and conditions, Lender agrees tomake additional loans, credit facilities and other credit accommodationsavailable to Borrower at this time.

C.            The parties wish to amend and restate the terms of theloans, credit facilities and other credit accommodations which are presentlyoutstanding and/or in effect.

**AGREEMENT:**

In consideration of the foregoing and other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties agree as follows:

**Article I.**

**GENERALTERMS**

**Section 1.01**         **Definitions**.  Capitalized terms used herein have themeanings set forth on Attachment I.

**Section 1.02**         **Master Agreement; Supplements**.  Additional terms of each of the existing andfuture loans, credit facilities and other credit accommodations are set forthin supplements **(**“***Supplements***”**)**to this Master Amended and RestatedCredit Agreement (“***MasterAgreement***”).  The terms ofthis Master Agreement and the Supplements supersede all prior agreements andarrangements between Borrower and Lender related to the Loans and govern therelationship and agreements between Borrower and Lender.  In the event Borrower and Lender agree toadditional loans, credit facilities, and/or other credit accommodations fromtime to time in the future, Borrower and Lender will enter into additionalSupplements to this Master Agreement. Each Supplement will set forth additional terms and conditions specificto such loans and credit facilities, including without limitation, theapplicable:

### (a)           amountof the loan and/or credit facility;

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### (b)           interestrate and rate options,

### (c)           fees,costs and expenses; and

### (d)           repaymentterms.

In the event of any inconsistency between the termsset forth in the Master Agreement and any Supplement, the terms of theapplicable Supplement will control to the extent provided in suchSupplement.  Unless otherwise provided ina Supplement, each Supplement applies solely to the Loans describedtherein.  The Supplements, including allSupplements entered into as the date hereof and all future Supplements (whenthey become effective) are hereby incorporated by reference.

**Section 1.03**         **Notes**.  Each Supplement may be accompanied by one ormore Notes made by Borrower.

**Section 1.04         DefaultInterest**.  Upon theoccurrence and during the continuance of a Default or Event of Default or afteracceleration, Borrower will pay interest (“***Default Interest***”) with respect to the Loans at the rateotherwise applicable *plus* anadditional two hundred basis points per annum (2.00%).  Default Interest is payable on demand.  The Default Interest rate will apply whetheror not Lender has exercised its option to accelerate the maturity of the Loansand declare the entire principal balance due and payable.

**Section 1.05         AdditionalInterest**.  In theevent any Deposit Account or Investment Account other than the PermittedOperating Bank Accounts is maintained with any Person other than Lender,Borrower will pay interest on all Loans at the rate otherwise applicable plusan additional 100 basis points (1.00%) per annum.

**Section 1.06         InterestGenerally; Maximum Rate**. Lender’s internal records of applicable interest rates are determinativein the absence of manifest error.  In theevent any Governmental Authority subjects Lender to any new or additionalcharge, fee, withholding or tax of any kind with respect to any Loan, orchanges the method of taxation of any Loan, or changes the reserve, capital ordeposit requirements applicable to any Loan, Borrower will pay such additionalamounts as will compensate Lender for such cost (including opportunity cost) orlost income resulting therefrom as reasonably determined by Lender.  Notwithstanding anything to the contraryherein or in any Supplement, if at any time the interest rate applicable to anyLoan, together with all fees, charges and other amounts which may be treated asinterest on such Loan under applicable law (collectively, the “***Charges***”) exceed the maximumlawful rate of interest (the “***MaximumRate***”) which may be contracted for, charged, taken, received orreserved by Lender, the rate of interest payable in respect of the Loans,together with all Charges payable in respect thereof, will be limited to theMaximum Rate.  Any amount paid in excessof the Maximum Rate will be applied to principal and other amounts outstandingin the order Lender deems appropriate.

**Section 1.07**         **Payments Generally**.  All payments will be made to Lender at theaddress set forth in Section 8.01 in U.S. Dollars and in immediatelyavailable funds, without set-off, deduction, or counterclaim, not later than11:00 A.M. (Rochester, Minnesota time) on the date on which such paymentis due (each such payment made after such time on such due date to be 

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deemed to have been made on the next succeedingBusiness Day).  All payments may beapplied by Lender to principal, interest, fees and other amounts in any orderwhich Lender elects in its sole discretion; provided unscheduled principal andinterest payments received during the continuance of an Event of Default willbe applied ratably to the Loans based on their respective outstanding principalbalances.  Whenever any payment is statedto be due on a day that is not a Business Day, such payment will be due andpayable on the next succeeding Business Day, not later than 11:00 A.M.,and such extension of time will in such case be included in the computation ofthe payment of interest and fees, as the case may be.

**Section 1.08**         **Computations**.  Computations of interest and fees (to theextent computed on the basis of days elapsed) hereunder will be made on thebasis of a year of 360 days (including the first day but excluding thelast day) occurring in the period for which such interest or fees arepayable.  All interest and fees will beconsidered earned when due.

**Section 1.09**         **Prepayments**.  Subject to applicable fees and charges,Borrower may prepay the Loans, in whole or in part at any time and from time totime, by giving irrevocable written notice (or telephonic notice promptlyconfirmed in writing) to Lender not less than three Business Days prior to anysuch prepayment.  Each such notice willbe irrevocable and will specify the proposed date of such prepayment and theprincipal amount to be prepaid.  Theamount specified in such notice will be due and payable on the date designatedin such notice, together with accrued interest on the amount so prepaid and anyprepayment fee or premium payable in connection therewith.

**Section 1.10**         **Advances and PayingProcedure**.  Lender isauthorized and directed to credit any of the Borrower’s accounts with Lender(or to the account Borrower designates in writing) for all Advances madehereunder, and Lender is authorized to debit such account or any other accountof Borrower with Lender for the amount of any principal, interest, or otheramount due hereunder on the due date with respect thereto.

**Section 1.11         FreeCash Flow Payments**. Within 45 days after the end of each quarter, Borrower will pay toLender, for application to the Obligations, an amount equal to 25% of Borrower’sFree Cash Flow for such quarter.  If 25%of Borrower’s Free Cash Flow as stated on Borrower’s annual audited reportdelivered to Lender pursuant to Section 4.01(a) is greater than the sumof the quarterly payments made pursuant to the previous sentence during theyear for which such financial statements are based, then Borrower will pay toLender, for application to the Obligations, within 10 days of Borrower’s annualaudited report delivered to Lender pursuant to Section 4.01(a), anamount equal to the difference between 25% of Borrower’s Free Cash Flow for theyear and the aggregate amount of payments actually paid during such fiscalyear.  The payments required under this Section1.11 are in addition to all other payments required on theObligations.  The sum total of allpayments under this Section 1.11 will not exceed $2,000,000 for any yearor $7,500,000 in the aggregate.

**Section 1.12         AdministrativeFee**.  Borroweragrees to pay to Lender an annual administrative fee in the amount of $20,000on each anniversary of the Closing Date, until all Obligations have been paidor satisfied in full and all Commitments have been terminated.

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**Section 1.13         Reaffirmationof Existing Loan Documents**.  Except to the extent modified by theAmendment Documents, Borrower and Lender reaffirm their respective obligationsunder each of the Loan Documents in effect as of the date hereof.

**Section 1.14         Collateral**.  The Obligations are secured by Lender’s firstpriority Lien on the Collateral.  To theextent not otherwise in effect, Borrower hereby pledges, mortgages, sets aside,and grants a security interest to Lender in the Collateral.

**Section 1.15         FinalMaturity**.  AllObligations remaining outstanding on October 15, 2015, are due and payable onthat day.

**ArticleII.**

**CONDITIONS PRECEDENT**

**Section 2.01         ConditionsTo Effectiveness**. Lender will have no obligation under this Agreement or any otherAmendment Document until each of the following conditions is satisfied orwaived in accordance with Section 8.02:

### (a)           Lenderhas received all fees and other amounts due and payable on or prior to theClosing Date, including the Fees and amounts for reimbursement or payment ofall out-of-pocket expenses required to be reimbursed or paid by Borrowerpursuant to this Agreement, under any other Loan Document, or any otheragreement with Lender.

### (b)           Borrowerhas delivered to Lender duly executed counterparts of the following, each inform and substance acceptable to Lender in all respects:

#### (1)                                  Each of the FirstSupplement and the Second Supplement to this Master Agreement, along with allNotes and other documents, instruments and agreements required thereunder;

#### (2)                                  all ControlAgreements which may be required to be delivered under Section 6.14, ifany; and

#### (3)                                  the Third MortgageAmendment, fully notarized, together with evidence that it has been recorded inall places to the extent necessary or desirable, in the judgment of Lender, tocreate a valid and enforceable first priority Lien (subject to PermittedEncumbrances) on the fee simple estate of the Real Estate.

### (c)           Lenderhas received the following, each in form and substance acceptable to Lender inall respects:

#### (1)                                  a commitment by arecognized title insurance company to issue a date down endorsement to theoriginal lender’s title insurance policy assuring Lender that the Mortgage (asamended by the Third Mortgage Amendment) creates a valid and enforceableencumbrance on the Real Estate, free and clear of all defects and encumbrancesexcept Permitted 

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#### Encumbrances, as well as such other endorsements and additionalcoverages as Lender may require;

#### (2)                                  copies of favorableUCC, tax, judgment, bankruptcy and fixture lien search reports (or otherevidence of the same satisfactory to Lender) in all necessary or appropriatejurisdictions and under all legal and trade names of Borrower and all otherparties requested by Lender, indicating that there are no prior Liens on any ofthe Collateral other than Permitted Encumbrances;

#### (3)                                  duly executedlandlord waivers and/or warehouseman, or bailee agreements with respect to allinventory of Borrower located at leased locations or other locations not ownedby Borrower in fee simple, if any, along with a certified copy of all leases ofBorrower, if any;

#### (4)                                  certified copies ofthe articles of organization or other charter documents of Borrower, togetherwith certificates of good standing or existence, as are available from theSecretary of State (or other applicable Governmental Authority) of thejurisdiction of organization of Borrower and each other jurisdiction whereBorrower is required to be qualified to do business as a foreign entity;

#### (5)                                  a certificate, dated asof the date hereof and signed by an appropriate Responsible Officer, attachingand certifying copies of the bylaws or similar documents, and appropriateresolutions authorizing the execution, delivery and performance of theAmendment Documents and certifying the name, title and the signature of eachofficer executing the Amendment Documents;

#### (6)                                  a favorable writtenopinion of counsel to Borrower, addressed to Lender, addressing the matters setforth on Exhibit 2.01(c)(6); and

#### (7)                                  certificates ofinsurance, in form and substance acceptable to Lender, describing the types andamounts of insurance (property and liability) carried by Borrower, in each casenaming Lender as loss payee or additional insured, as the case may be, andwhich include a stipulation that coverages will not be cancelled or diminishedwithout at least 30 days’ prior written notice to Lender, together with alender’s loss payable endorsement.

### (d)           Therepresentations and warranties set forth in the Loan Documents are true andcorrect in all material respects.

### (e)           Allconditions precedent in the other Loan Documents have been satisfied or waivedin accordance with Section 8.02.

### (f)            NoDefault or Event of Default has occurred and is continuing.

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**ArticleIII.**

**REPRESENTATIONS AND WARRANTIES**

Borrower represents and warrants to Lender, as of thedate hereof, the date of each Supplement, and the date of each Advance (unlessotherwise specified) as follows:

**Section 3.01         Existence;Power**.  Borrower (a) is duly organized, validlyexisting and in good standing as a limited liability company under the laws ofthe State of Kansas, (b) has all requisite power and authority to carry on itsbusinesses as now conducted, and (c) is duly qualified to do business, and isin good standing, in each jurisdiction where such qualification is required,except where a failure to be so qualified could not reasonably be expected toresult in a Material Adverse Effect.

**Section 3.02         OrganizationalPower; Authorization**.  The execution, deliveryand performance by Borrower of the Amendment Documents to which it is a partyare within its limited liability company powers and have been duly authorizedby all necessary board, manager, and if required, member action.  This Agreement and the other AmendmentDocuments have been duly executed and delivered by Borrower, and****constitute valid and binding obligations of Borrower,enforceable against it in accordance with their re­spective terms, except asmay be limited by applicable bankruptcy, insolvency, reorganization,moratorium, or similar laws affecting the enforcement of creditors’ rightsgenerally and by general principles of equity.

**Section 3.03         GovernmentalApprovals; No Conflicts**.  The execution, deliveryand performance by Borrower of the Amendment Documents (a) does not require anyconsent or approval of, registration or filing with, or any action by, anyGovernmental Authority, except those as have been obtained or made and are infull force and effect or where the failure to do so, individually or in theaggregate, could not reasonably be expected to result in a Material AdverseEffect, (b) will not violate any applicable law or regulation or thecharter, articles of incorporation, bylaws, or other organization documents ofBorrower or any order of any Governmental Authority, (c) will not violate orresult in a default under any indenture, material agreement or other materialinstrument binding on Borrower or any of its assets or give rise to a rightthereunder to require any payment to be made by Borrower, and (d) will not resultin the creation or imposition of any Lien on any asset of Borrower except Lienscreated under the Loan Documents.

**Section 3.04         FinancialStatements**.  Borrower has furnished to Lender copies ofBorrower’s (a) audited financial statements (consistent with the requirementsof Section 4.01(a)) as of its most recent fiscal year end and (b)internally prepared financial statements (consistent with the requirements of Section4.01(b)) as of the last day of the most recent quarter.  Such financial statements fairly present thefinancial condition of Borrower as of such dates and the results of operationsfor such periods in conformity with GAAP consistently applied, subject in thecase of interim financial statements, to year-end audit adjustments and theabsence of footnotes.  Since the date ofsuch financial statements, there have been no changes with respect to Borrowerwhich have had or could****reasonably beexpected to have, singly or in the aggregate, a Material Adverse Effect on thebusiness, results of operations, financial condition, assets, liabilities orprospects of Borrower.

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**Section 3.05         Litigationand Environmental Matters**.

### (a)           Nolitigation, investigation or proceeding of or before any arbitrator orGovernmental Authority is pending against or, to the knowledge of Borrower,threatened against or affecting Borrower (1) as to which there is a reasonablepossibility of an adverse determination that could reasonably be expected tohave, either individually or in the aggregate, a Material Adverse Effect or (2)which in any manner draws into question the validity or enforceability of thisAgreement or any other Loan Document.

### (b)           Borrower(1) has not failed to comply with any Environmental Law or to obtain, maintainor comply with any permit, license or other approval required under anyEnvironmental Law, (2) has not become subject to any Environmental Liability,(3) has not received notice of any claim with respect to any EnvironmentalLiability, or (4) does not know of any basis for any Environmental Liability.

**Section 3.06         Compliancewith Laws and Agreements**.  Borrower is in compliancewith all (a) applicable laws, rules, and regulations, (b) orders of anyGovernmental Authority, and (c) all indentures, agreements or other instrumentsbinding upon it or its properties; except where non-compliance, either singlyor in the aggregate, could not reasonably be expected to result in a MaterialAdverse Effect.

**Section 3.07         InvestmentCompany Act, Etc**.  Borrower is not (a) an “investment company,”as defined in, or subject to regulation under, the Investment Company Act of1940, as amended, (b) a “holding company” as defined in, or subject toregulation under, the Public Utility Holding Company Act of 1935, as amended,or (c) otherwise subject to any other regulatory scheme limiting itsability to incur debt.

**Section 3.08         Taxes**. Borrower and each other Person for whose taxes Borrower could becomeliable have timely filed or caused to be filed all tax returns and otherfilings that are required to be filed by any of them, and have paid all taxesshown to be due and payable (or with respect to real estate taxes, have paidall taxes prior to the time the same become delinquent) on such returns or onany assessments made against it or its property and all other taxes, fees orother charges imposed on it or any of its property by any GovernmentalAuthority, except (a) to the extent the failure to do so would not have aMaterial Adverse Effect or (b)****where the sameare currently being contested in good faith by appropriate proceedings and forwhich Borrower has set aside adequate reserves on its books.  The charges, accruals and reserves on thebooks of Borrower in respect of such taxes are adequate, and no tax liabilitiesthat could be materially in excess of the amount so provided are anticipated.

**Section 3.09         MarginRegulations**.** **None of the proceedsof the Loans have been used, directly or indirectly, for “purchasing” or “carrying”any “margin stock” with the respective meanings of each of such terms underRegulation U of the Board of Governors of the Federal Reserve System as now ineffect, or for any purpose that violates the provisions of Regulation U, T or Xof the Board of Governors of the Federal Reserve System.

**Section 3.10         ERISA**. No ERISA Event has occurred or is reasonably expected to occur that,when taken together with all other such ERISA Events for which liability isreasonably 

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expected to occur, could reasonably be expected toresult in a Material Adverse Effect.  Thepresent value of all accumulated benefit obligations under each Plan (based onthe assumptions used under GAAP) did not, as of the date of the most recentfinancial statements reflecting such amounts, exceed the fair market value ofthe assets of such Plan, and the present value of all accumulated benefitobligations of all underfunded Plans (based on the assumptions used under GAAP)did not, as of the date of the most recent financial statements reflecting suchamounts, exceed by more than $10,000 the fair market value of the assets of allsuch underfunded Plans.

**Section 3.11         Ownershipof Property**.  Borrower has good title to or a validleasehold interest in all of the real and personal property material tooperation of Borrower’s businesses. Borrower owns, or is licensed or otherwise has the right to use, allpatents, trademarks, service marks, tradenames, copyrights and otherintellectual property material to its business, and the use thereof by Borrowerdoes not infringe on the rights of any other Person, except for any suchinfringements that, individually or in the aggregate, could not reasonably beexpected to result in a Material Adverse Effect.

**Section 3.12         Disclosure**.  Borrower has disclosed to Lender allagreements, instruments, and corporate or other restrictions to which Borroweris subject, and all other matters known to it, that, individually or in theaggregate, could reasonably be expected to result in a Material AdverseEffect.  None of the reports, financialstatements, certificates or other information furnished by or on behalf ofBorrower pursuant to this Agreement or any other Loan Document or deliveredhereunder or thereunder (as modified or supplemented by any other informationso furnished) contains any material misstatement of fact or omits to state anymaterial fact necessary to make the statements therein, not misleading.

**Section 3.13         LaborRelations**.  There are no strikes, lockouts or othermaterial labor disputes or grievances against Borrower, or, to the knowledge ofBorrower, threatened against or affecting Borrower, and no significant unfairlabor practice, charges or grievances are pending against Borrower, or to theknowledge of Borrower, threatened against Borrower before any GovernmentalAuthority.  All payments due from Borrowerpursuant to any collective bargaining agreement have been paid or accrued as aliability except where the failure to do so could not reasonably be expected toresult in a Material Adverse Effect.

**Section 3.14         Subsidiaries**.  Borrowerhas no Subsidiaries other than those for which Borrower has complied with therequirements of Section 4.10.

**Section 3.15         Permits**.  Borrower has obtained all licenses, consents,approvals, authorizations and permits of Governmental Authorities whichBorrower is required to obtain in connection with the operation of Borrower’sbusiness, including but not limited to any of the foregoing related toEnvironmental Laws, zoning and land-use laws (including any requirement toobtain a special exception, if applicable), water use laws, waste disposallaws, laws requiring construction permits, and occupancy certificates.  Borrower has provided true and correct copiesof such licenses, consents, approvals, authorizations and permits to Lender.

**Section 3.16**         **Projections**.  As ofthe Closing Date, the Projections fairly present Borrower’s reasonableforecast of the results of operations and changes in cash flows for the 

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periods covered thereby, based on the assumptions setforth therein, which assumptions are reasonable based on historical experienceand presently known facts.

**Section 3.17**         **Material Contracts**.  Thereare no Material Contracts other than those for which Borrower has complied withSection 4.11.

**Section 3.18**         **Anti-Terrorism Laws**.  Neither Borrower nor any of its Affiliates isin violation of (a) any of the foreign assets control regulations of the UnitedStates Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or anyenabling legislation or executive order relating thereto, (b) Executive OrderNo. 13,224, 66 Fed Reg 49,079 (2001), issued by the President of the UnitedStates (Executive Order Blocking Property and Prohibiting Transactions withPersons Who Commit, Threaten to Commit or Support Terrorism) or (c) theanti-money laundering provisions of the Uniting and Strengthening America byProviding Appropriate Tools Required to Intercept and Obstruct Terrorism (USAPATRIOT ACT) Act of 2001, Public Law 107-56 (October 26, 2001) amending theBank Secrecy Act, 31 U.S.C. Section 5311 *et seq*.

**ArticleIV.**

**AFFIRMATIVE COVENANTS**

Borrower covenants and agrees that so long as anyCommitment is in effect or the principal of or interest on any Loan or any feeremains unpaid:

**Section 4.01         FinancialStatements and Other Information**.  Borrower will deliver to Lender:

### (a)           assoon as available and in any event (1) within 120 days after the end of eachfiscal year of Borrower, a copy of the annual audited report for such fiscalyear for Borrower as of the end of such fiscal year and the related combinedand combining balance sheets, statements of income, owners’ equity and cashflows (together with all footnotes thereto) of Borrower for such fiscal year,(2) setting forth in comparative form (for all reports delivered after Borrower’sfirst fiscal year of plant operations) the figures for the previous fiscalyear, all in reasonable detail and reported on by a firm of independent publicaccountants acceptable to Lender (without a “going concern” or likequalification, exception or explanation and without any qualification orexception as to scope of such audit), and a statement from such accountants tothe effect that such financial statements present fairly in all materialrespects the financial condition and the results of operations of Borrower forsuch fiscal year in accordance with GAAP, that the examination by such accountantsin connection with such financial statements has been made in accordance withGAAP;

### (b)           assoon as available and in any event within 30 days after the end of each month,an unaudited balance sheet of Borrower as of the end of such month and therelated unaudited statements of income, owner’s equity and cash flow ofBorrower for such month and the then elapsed portion of such fiscal year,setting forth in each case in comparative form the figures for thecorresponding month and the corresponding portion of Borrower’s previous fiscalyear; in either case all certified by an appropriate Responsible Officer ofBorrower as presenting fairly in 

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### all material respects the financial condition and results of operationsof Borrower in accordance with GAAP, subject to normal year-end auditadjustments and the absence of footnotes;

### (c)           concurrentlywith the delivery of the financial statements referred to in clauses (a) and(b) above, a certificate of a Responsible Officer, (1) certifying as towhether there exists a Default or Event of Default on the date of suchcertificate, and if a Default or an Event of Default then exists, specifyingthe details thereof and the action which Borrower has taken or proposes to takewith respect thereto, (2)  setting forth in reasonable detail calculationsdemonstrating compliance with Article V, (3) stating whether any changein GAAP or the application thereof has occurred since the date of Borrower’smost recent previously delivered audited financial statements and, if anychange has occurred, specifying the effect of such change on the financial statements accompanying suchcertificate, and (4) attaching a production report, certified as to accuracy,which sets forth pertinent information in respect of the amount of ethanolproduced and other information as Lender may request from time to time;

### (d)           concurrentlywith the financial statements referred to in clause (a) above, a certificate ofthe accounting firm that reported on such financial statements stating whetherit obtained any knowledge during the cause of its examination of such financialstatements of the occurrence of any Default or Event of Default (whichcertificate may be limited to the extent required by accounting rules orguidelines);

### (e)           promptlyafter the same become available, copies of all periodic reports distributed byBorrower to its members generally, or to any national securities exchange, asapplicable;

### (f)            concurrentlywith the delivery of the financial statements referred to in clause (a)above, a copy of Borrower’s *pro forma*budget and business plan for the subsequent fiscal year for Borrower,containing a combined and combining *proforma* balance sheet of Borrower as of the end of such subsequentfiscal year and the related *pro forma*combined and combining statements of income, owners’ equity and cash flows(together with all footnotes thereto) of Borrower for such subsequent fiscalyear; and

### (g)           within45 days of the end of each quarter and concurrently with delivery of thefinancial statements referred to in clause (a) above, a report certified by aResponsible Officer setting forth in reasonable detail calculationsdemonstrating compliance with the Free Cash Flow payment requirement under Section1.11;

### (h)           promptlyfollowing any request therefor, such other information regarding the results ofoperations, business affairs and financial condition of Borrower as Lender may reasonably request.

**Section 4.02         Noticesof Material Events**. Borrower will promptly furnish written notice to Lender of thefollowing, in each case accompanied by a written statement of a ResponsibleOfficer setting forth the details of the event or development requiring suchnotice and any action take nor proposed to be taken with respect thereto:

### (a)           theoccurrence of any Default or Event of Default;

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### (b)           thefiling or commencement of any action, suit or proceeding by or before anyarbitrator or Governmental Authority against or, to the knowledge of Borrower,affecting Borrower which, if adversely determined, could reasonably be expectedto result in a Material Adverse Effect;

### (c)           theoccurrence of any event or any other development by which Borrower (1) fails tocomply with any Environmental Law or to obtain, maintain or comply with anypermit, license or other approval required under any Environmental Law, (2) becomes subject to anyEnvironmental Liability, (3) receives notice of any claim with respect to anyEnvironmental Liability, or (4) becomes aware of any basis for anyEnvironmental Liability and in each of the preceding clauses, whichindividually or in the aggregate, could reasonably be expected to result in aMaterial Adverse Effect;

### (d)           theoccurrence of any ERISA Event that alone, or together with any other ERISAEvents that have occurred, could reasonably be expected to result in a MaterialAdverse Effect;

### (e)           theincurrence of any Indebtedness, including Indebtedness permitted under thisAgreement; and

### (f)            anyother development that results in, or could reasonably be expected to resultin, a Material Adverse Effect.

**Section 4.03         Existence;Conduct of Business**. Borrower will do all things necessary to preserve, renew and maintain infull force and effect its legal existence and its rights, licenses, permits,privileges, franchises, patents, copyrights, trademarks and trade namesmaterial to the conduct of its business, and will continue to engage in thesame business as presently conducted or such other businesses that arereasonably related thereto.

**Section 4.04         Compliancewith Laws, Etc**.  Borrower will comply with all laws,rules, regulations and requirements of any Governmental Authority applicable toit or its properties, except where the failure to do so, either individually orin the aggregate, could not reasonably be expected to result in a MaterialAdverse Effect.  Borrower will in allrespects conform to and comply with all applicable covenants, conditions,restrictions and reservations, and with all requirements of GovernmentalAuthorities, including, without limitation, all building codes and zoning,environmental, hazardous substance, energy and pollution control laws,ordinances and regulations affecting Borrower’s business, and the Real Estateand the related improvements.

**Section 4.05         Paymentof Obligations**. Borrower will pay and discharge all of its obligations and liabilities(including without limitation all tax liabilities and claims that could resultin a statutory Lien) before the same become delinquent or in default, exceptwhere (a) the validity or amount thereof is being contested in good faith byappropriate proceedings, (b) Borrower has set aside on its books adequatereserves with respect thereto in accordance with GAAP, and (c) the failure tomake payment pending such contest could not reasonably be expected to result ina Material Adverse Effect.

**Section 4.06         Booksand Records**. Borrower will keep proper books of record and account in which full,true and correct entries are made of all dealings and transactions in 

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relation to its business and activities to the extentnecessary to prepare the combined financial statements of Borrower inconformity with GAAP.

**Section 4.07         Visitation,Inspection, Audit, Etc**.

### (a)           Borrowerwill permit any representative or agent of Lender to visit and inspect itsproperties, to conduct audits of the Collateral, to examine its books andrecords and to make copies and take extracts therefrom, and to discuss itsaffairs, finances and accounts with any of its officers, employees and itsindependent certified public accountants, all at such reasonable times and asoften as Lender, may reasonably request after reasonable prior notice toBorrower; provided, if a Default or an Event of Default has occurred andis continuing, no prior notice will be required.  Borrower will bear all expenses incurred byLender in connection with any such visit, inspection, audit, examination, ordiscussion.

### (b)           Borrowerwill deliver to Lender such appraisals of the Real Estate and other fixedassets of Borrower as Lender may request at any time and from time to time,such appraisals to be conducted by an appraiser, and to be presented in formand substance, reasonably satisfactory to Lender, in each case conducted at theexpense of Borrower if the appraisal is delivered in connection with a requestby Borrower for an accommodation, waiver, or other credit action.

**Section 4.08         Maintenanceof Properties; Insurance**. Borrower will (a) keep and maintain all property material to the conductof its business in good working order and condition, ordinary wear and tearexpected, except where the failure to do so, either individually or in theaggregate, could not reasonably be expected to result in a Material AdverseEffect, and (b) maintain with financially sound and reputable insurancecompanies, insurance with respect to its properties and business against loss ordamage of the kinds and in the amounts customarily carried by companies in thesame or similar business operating in the same of similar locations and underthe same or similar circumstances.

**Section 4.09         Useof Proceeds**.  Nopart of the proceeds of any Loan will be used, directly or indirectly, for anypurpose that would violate Regulation T, U or X of the Board of Governors ofthe Federal Reserve System or for speculative purposes, including, withoutlimitation, speculating in the commodities and/or futures markets.

**Section 4.10         Subsidiaries**.  Within 10 Business Days after Borroweracquires or forms any Subsidiary, Borrower will notify Lender and will causesuch Subsidiary to execute a Guarantee of the Obligations, a joinder to theSecurity Agreement, and a joinder to such other instruments, agreements, anddocuments as Lender requires, each in form and substance satisfactory toLender, and will cause such Subsidiary to deliver simultaneously therewithsimilar documents applicable to such Subsidiary required under Section 2.01as requested by Lender.

**Section 4.11**         **Assignmentof Material Contracts**. Borrower will notify Lender of the existence of any Material Contractpromptly upon entering into the same. Borrower agrees to promptly execute and deliver to Lender suchCollateral Assignments and take such other actions as Lender requests infurtherance of Borrower’s collateral assignment of Borrower’s rights under suchMaterial Contracts.

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**ArticleV.**

**FINANCIAL COVENANTS**

Borrower covenants and agrees that so long as anyObligation remains unpaid or any Commitment is in effect:

**Section 5.01         FixedCharge Coverage Ratio**. Beginning December 31, 2006, Borrower’s Fixed Charge Coverage****Ratio will not be less than 1.25:1.00 at any fiscal yearend.  Borrower’s Fixed Charge Coverage****Ratio will not be less than 1.15:1.00 at any fiscal yearend prior to December 31, 2006.

**Section 5.02         TangibleBalance Sheet Equity Ratio**.  Borrower’s Tangible Balance Sheet EquityRatio will be at least 0.40:1.00 at all times.

**Section 5.03         CapitalExpenditures**. Borrower will not make Capital Expenditures in excess of $500,000 duringany fiscal year without Lender’s prior written consent.

**Section 5.04         WorkingCapital**.  BeginningDecember 31, 2006, Borrower will maintain working capital of at least$4,000,000 at all times.  Borrower willmaintain working capital of at least $3,000,000 at all times prior to December31, 2006.  (Solely for purposes ofcomputing working capital under this Section 5.04, Borrower’s currentassets will include (a) the un-advanced portion of Lender’s revolving loancommitment in favor of Borrower, *less*(b) the amount of required step-down payments due within the next 12 months.)

**ArticleVI.**

**NEGATIVE COVENANTS**

Borrower covenants and agrees that so long as Lenderhas a Commitment hereunder or the principal of or interest on any Loan or anyfee remains unpaid:

**Section 6.01         Indebtedness**.  Borrower will not create, incur, assume orsuffer to exist any Indebtedness other than Indebtedness created pursuant tothe Loan Documents and Indebtedness in the amount presently outstanding relatedto the bond/lease transaction which occurred in December, 2005 between Borrowerand the city of Garnett, Kansas.

**Section 6.02         NegativePledge**.  ExceptPermitted Encumbrances, Borrower will not create, incur, assume or suffer toexist any Lien on any of its assets or property now owned or hereafteracquired.

**Section 6.03         FundamentalChanges**.  Borrowerwill not, and will not permit any Subsidiary to, engage in any business otherthan businesses of the type conducted by Borrower on the date hereof andbusinesses reasonably related thereto.

**Section 6.04         Investments,Loans, Etc**. Borrower will not purchase, hold or acquire any common stock, evidenceof indebtedness or other securities (including any option, warrant, or otherright to acquire any of the foregoing) of, make or permit to exist any loans oradvances 

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to, Guarantee any obligations of, or make or permit toexist any investment or any other interest in, any other Person (all of theforegoing being collectively called “***Investments***”),or purchase or otherwise acquire (in one transaction or a series oftransactions) any assets of any other Person that constitute a business unit,or create or form any Subsidiary, except:

### (a)           Investments(other than Permitted Investments) existing on the date hereof and set forth onSchedule 6.04;

### (b)           PermittedInvestments in which Lender maintains a first priority, perfected securityinterest therein; and

### (c)           loansor advances to employees, officers or directors of Borrower in the ordinarycourse of business for travel, relocation and related expenses; provided,however, that the aggregate amount of all such loans and advances doesnot exceed $100,000 at any time;

**Section 6.05         RestrictedPayments**.  Otherthan Permitted Distributions and dividends or distributions by Borrowerconsisting solely of one or more classes of its membership units, Borrower willnot pay, declare or make, or agree to pay, declare or make, directly orindirectly, any dividend or distribution on any class of its membership units,or make any payment on account of, or set apart assets for a sinking or otheranalogous fund for, the purchase, redemption, retirement, defeasance or otheracquisition of, any membership units or any options, warrants, or other rightsto purchase any of the foregoing, whether now or hereafter outstanding, or anypayment in respect of Indebtedness subordinated to the Obligations. Inaddition, notwithstanding the foregoing, Borrower may make payments in respectof subordinate Indebtedness to the extent such payments are allowed under anintercreditor agreement between Lender and the other creditor to which suchpayments are made.

**Section 6.06         Saleof Assets**.  Borrower will not convey, sell, lease,assign, transfer or otherwise dispose of, any of its assets, business orproperty, whether now owned or hereafter acquired, to any Person except (a) thesale or other disposition for fair market value of obsolete or worn outproperty or other property not necessary for operations disposed of in theordinary course of business; and (b) the sale of inventory and PermittedInvestments in the ordinary course of business.

**Section 6.07         Transactionswith Affiliates**.  Borrower will not sell, lease orotherwise transfer any property or assets to, or purchase, lease or otherwiseacquire any property or assets from, or otherwise engage in any othertransactions with, any of its Affiliates, except (a) in the ordinary course ofbusiness at prices and on terms and conditions not less favorable to Borrowerthan could be obtained on an arm’s-length basis from unrelated third parties incomparable transactions, and (b) transactions solely between Borrower and anywholly-owned Subsidiary of Borrower.

**Section 6.08         RestrictiveAgreements**.  Borrower will not directly orindirectly, enter into, incur or permit to exist any agreement that prohibits,restricts or imposes any condition upon the ability of Borrower to create,incur or permit any Lien upon any of its assets or properties, whether nowowned or hereafter acquired, except restrictions or conditions imposed 

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by any agreement relating to secured Indebtednesspermitted under this Agreement if such restrictions and conditions apply onlyto the property or assets securing such Indebtedness.

**Section 6.09         Saleand Leaseback Transactions**.  Borrower will not enterinto any arrangement, directly or indirectly, whereby it sells or transfers anyproperty, real or personal, used or useful in its business, whether now ownedor hereinafter acquired, and thereafter rent or lease such property or otherproperty that it intends to use for substantially the same purpose or purposesas the property sold or transferred.

**Section 6.10         LeaseObligations**.  Borrower will not create or suffer toexist any obligations for the payment under operating leases or agreements tolease (but excluding any obligations under leases required to be classified ascapital leases under GAAP) having a term of five years or more which wouldcause the direct or contingent liabilities of Borrower under such leases oragreements to lease to exceed $100,000 in the aggregate in any year.

**Section 6.11         HedgingAgreements**.  Borrower will not enter into anyHedging Agreement other than Hedging Agreements entered into in the ordinarycourse of business to hedge or mitigate risks to which Borrower is exposed inthe conduct of its business or the management of its liabilities.

**Section 6.12         Amendmentto Material Documents**. Except to the extent as could not reasonably be expected to result in aMaterial Adverse Effect, Borrower will not amend, modify or waive any of itsrights under (a) its certificate or articles of organization, operatingagreement, bylaws or other organizational documents or (b) any MaterialContract.

**Section 6.13         AccountingChanges**.  Borrowerwill not make any significant change in accounting treatment or reportingpractices, except as required by GAAP, or change its fiscal year.

**Section 6.14         Depositand Investment Accounts**. Except for the Permitted Operating Bank Accounts or as consented to inwriting by Lender (which consent will be conditioned on, among other things,the Person who will maintain the funds entering into a Control Agreementacceptable to Lender in all respects), Borrower will not maintain, deposit orinvest funds with any Person other than Lender.

**Section 6.15         Useof Proceeds**. Borrower will not use the proceeds of any Loan, directly or indirectly,for “purchasing” or “carrying” any “margin stock” with the respective meaningsof each of such terms under Regulation U of the Board of Governors of theFederal Reserve System as now and from time to time hereafter in effect, or forany purpose that violates the provisions of Regulation U, T or X of the Board ofGovernors of the Federal Reserve System.

**ArticleVII.**

**EVENTS OF DEFAULT AND REMEDIES**

**Section 7.01         Eventsof Default**.  Thefollowing will be considered events of default (each an “***Event of Default***”) hereunder:

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### (a)           Borrowerfails to pay any amount payable under this Agreement or any other Loan Documentwithin five days of when such amount becomes due;

### (b)           anyrepresentation or warranty made or deemed made by or on behalf of Borrower inor in connection with this Agreement or any other Loan Document (including theSchedules attached hereto and thereto) and any amendments or modificationshereof or waivers hereunder, or in any certificate, report, financial statementor other document submitted to Lender by Borrower or any representative ofBorrower pursuant to or in connection with this Agreement or any other LoanDocument proves to be materially incorrect when made or deemed made orsubmitted;

### (c)           Borrowerfails to observe or perform any covenant or agreement in Sections 4.01,4.02, or 4.03, or Article V or VI;

### (d)           Borrowerfails to observe or perform any covenant or agreement in this Agreement (otherthan those referred to in clauses (a), (b), or (c) above) or in any other LoanDocument, and such failure continues for 30 days after the earlier of the date(1) Borrower becomes aware of such failure, or (2) written noticethereof is given to Borrower by Lender; or any Event of Default otherwiseoccurs under any Loan Document;

### (e)           Borroweror any guarantor of any portion of the Obligations, (whether as primary obligoror as guarantor or other surety) fails to pay any principal of or premium orinterest on any Material Indebtedness that is outstanding, when and as the samebecomes due and payable (whether at scheduled maturity, required prepayment,acceleration, demand or otherwise), and such failure continues after theapplicable grace period, if any, specified in the agreement or instrumentevidencing such Indebtedness; or any other event occurs or condition existsunder any agreement or instrument relating to such Indebtedness and continuesafter the applicable grace period, if any, specified in such agreement orinstrument, if the effect of such event or condition is to accelerate, orpermit the acceleration of, the maturity of such Indebtedness; or any such Indebtednessis declared to be due and payable; or required to be prepaid or redeemed(other  than by a regularly scheduledrequired prepayment or redemption), purchased or defeased, or any offer toprepay, redeem, purchase or defease such Indebtedness is required to be made,in each case prior to the stated maturity thereof;

### (f)            Borroweror any guarantor of any portion of the Obligations, (1) commences a voluntarycase or other proceeding or files any petition seeking liquidation,reorganization or other relief under any federal, state or foreign bankruptcy,insolvency or other similar law now or hereafter in effect or seeking theappointment of a custodian, trustee, receiver, liquidator or other similarofficial of it or any substantial part of its property, (2) consents to theinstitution of, or fails to contest in a timely and appropriate manner, anyproceeding or petition described in clause (1) of this Section 7.01(f),(3) applies for or consents to the appointment of a custodian, trustee,receiver, liquidation or other similar official for Borrower or such guarantoror for a substantial part of the assets of Borrower or such guarantor, (4)files an answer admitting the material allegations of a petition filed againstit in any such proceeding, (5) makes a general assignment for the benefit ofcreditors, or (6) takes any action for the purpose of effecting  any of the foregoing;

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### (g)           aninvoluntary proceeding is commenced or an involuntary petition is filed seeking(1) liquidation, reorganization or other relief in respect of Borrower or anyguarantor of any portion of the Obligations, or the debts, or any substantialpart of the assets of Borrower or such guarantor under any federal, state orforeign bankruptcy, insolvency or other similar law now or hereafter in effector (2) the appointment of a custodian, trustee, receiver, liquidator or othersimilar official for Borrower or any guarantor of any portion of theObligations, or for a substantial part of the assets of Borrower or suchguarantor, and in any such case, such proceeding or petition remains undismissed for a period of 60 days or anorder or decree approving or  orderingany of the foregoing is entered;

### (h)           Borroweror any guarantor of any portion of the Obligations becomes unable to pay,admits in writing its inability to pay, or fails to pay, its debts as theybecome due;

### (i)            anERISA Event occurs with respect to Borrower or any guarantor of any portion ofthe Obligations that, in the opinion of Lender, when taken together with otherERISA Events that have occurred, could reasonably be expected to result in aMaterial Adverse Effect;

### (j)            any****judgment or order for the payment of moneyin excess of $250,000****in theaggregate is rendered against Borrower or any guarantor of any portion of theObligations, and either (1) such judgment or order is final and enforcementproceedings have been commenced by any creditor upon such judgment or order, or(2) there is a period of 30 consecutive days during which a stay ofenforcement of such judgment or order, by reason of a pending appeal orotherwise, is not in effect;

### (k)           any****non-monetary****judgment or order is rendered against Borrower or anyguarantor of any portion of the Obligations that could reasonably be expectedto have a Material Adverse Effect, and there is a period of 30 consecutivedays during which a stay of enforcement of such judgment or order, by reason ofa pending appeal or otherwise, is not in effect;

### (l)            aChange in Control occurs or exists;

### (m)          Borrowerceases to exist or any guarantor of any portion of the Obligation dies orceases to exist;

### (n)           Borroweror any guarantor of any portion of the Obligations becomes the subject of anyout-of-court settlement with its creditors;

### (o)           anyguarantor of any portion of the Obligations attempts to revoke such Guarantee,or any such Guarantee becomes unenforceable in whole or in part for any reason;or

### (p)           anyother event occurs or exists which could reasonably be expected to result in aMaterial Adverse Effect.

**Section 7.02         Remedies**.  Upon the occurrence of an Event of Default(other than an event described in clause (f), (g) or (h) of Section 7.01),and at any time thereafter, Lender may take any one or more or all of thefollowing actions, at the same or different times:

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### (a)           terminatethe Commitments, whereupon the Commitments will terminate immediately;

### (b)           declarethe principal of and any accrued interest on the Loans, and all otherObligations to be due and payable, whereupon the same will become due andpayable immediately, without presentment, demand, protest or other notice ofany kind, all of which are hereby waived by Borrower;

### (c)           Setoff;

### (d)           takeother steps to project or preserve Lender’s interest in any Collateral,including, without limitation, notifying account debtors to make paymentsdirectly to Lender, advancing funds to protect any Collateral, and insuringCollateral; and/or

### (e)           exerciseall remedies provided for in any other Loan Document or as otherwise providedby law.

If an Event of Default specified in either clause (f),(g) or (h) of Section 7.01 occurs, all Commitments will automaticallyterminate and the principal of the Loans then outstanding, together withaccrued interest thereon, and all fees, and all other Obligations willautomatically become due and payable, without presentment, demand, protest orother notice of any kind, all of which are hereby waived by Borrower.

**ArticleVIII.**

**MISCELLANEOUS**

**Section 8.01         Notices**.

Except in the case of notices and other communicationsexpressly permitted to be given by telephone, all notices and othercommunications to any party herein to be effective will be in writing anddelivered by hand or overnight courier service, mailed by certified orregistered mail or sent by telecopy, as follows:
|        | To Borrower:    | Attention: William R. Pracht  |
|--------|-----------------|-------------------------------|
|   |            | 1304 South Main               |
|   |            | Garnett, Kansas  66032        |
|   |            | Facsimile: (785)  448-2884    |
|   |            |                          |
|   | With a copy to: | Bill Hannigan, Esq.           |
|   |            | BrownWinick Law  Firm         |
|   |            | 666 Grand  Avenue, Suite 2000 |
|   |            | Des Moines, Iowa  50309       |
|   |            | Facsimile: (515)  283-0231    |
|   |            |                          |

 

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|        | To Lender:      | Attention: Eric Oftedahl         |
|--------|-----------------|----------------------------------|
|   |            | Post Office Box  6947            |
|   |            | 1016 Civic  Center Drive NW      |
|   |            | Rochester,  Minnesota 55903      |
|   |            | Facsimile: (507)  252-7178       |
|   |            |                             |
|   | With a copy to: | Ronald K. Vaske, Esq.            |
|   |            | Lindquist &  Vennum P.L.L.P. |
|   |            | 4200 IDS Center                  |
|   |            | 80 South Eighth  Street          |
|   |            | Minneapolis,  Minnesota 55402    |
|   |            | Facsimile: (612)  371-3207       |

 

Any party hereto may change its address or facsimilenumber for notices and other communications hereunder by notice to the otherparties.  All notices and othercommunications from Borrower will, when transmitted by overnight delivery, orfaxed, be effective when delivered for overnight (next-day) delivery, ortransmitted in legible form by facsimile machine, respectively, or if mailed,upon the third Business Day after the date deposited in the mail or ifdelivered, upon delivery.  Noticesdelivered to Lender will not be effective until actually received at itsaddress specified in this Section 8.01.

Any agreement of Lender to receive certain notices bytelephone or facsimile is solely for the convenience and at the request ofBorrower.  Lender will be entitled torely on the authority of any Person purporting to be a Person authorized byBorrower to give such notice and Lender will not have any liability to Borroweror any other Person as a result of any action taken or not taken by Lender inreliance upon such telephonic or facsimile notice.  The obligation of Borrower to repay the Loansand all other Obligations hereunder will not be affected in any way or to anyextent by any failure of Lender to receive written confirmation of anytelephonic or facsimile notice or the receipt by Lender of a confirmation whichis at variance with the terms understood by Lender to be contained in any suchtelephonic or facsimile notice.

**Section 8.02         Waiver;Amendments**.

### (a)           Nofailure or delay by Lender in exercising any right or power hereunder or anyother Loan Document, and no course of dealing between Borrower and Lender, will operate as a waiver, nor will any single or partialexercise of any such right or power or any abandonment or discontinuance ofsteps to enforce such right or power, preclude any other or further exercisethereof or the exercise of any other right or power hereunder orthereunder.  The rights and remedies ofLender hereunder and under the other Loan Documents are cumulative and are notexclusive of any rights or remedies provided by law.  No waiver of any provision of this Agreementor any other Loan Document or consent to any departure by Borrower therefromwill in any event be effective unless the same is permitted by paragraph (b) ofthis Section, and then such waiver or consent will be effective only in thespecific instance and for the purpose for which given.  Without limiting the generality of theforegoing, the making of an Advance will not be construed as a waiver of anyDefault or Event of Default, regardless of whether Lender had notice orknowledge of such Default or Event of Default at the time.

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### (b)           Noamendment or waiver of any provision of this Agreement or any other LoanDocument, nor consent to any departure by Borrower therefrom, will in any eventbe effective unless the same is in writing and signed by Borrower and Lenderand then such waiver or consent will be effective only in the specific instanceand for the specific purpose for which given.

**Section 8.03         Expenses;Indemnification**.

### (a)           Borrowerindemnifies Lender and each Participant against, and holds Lender and eachParticipant harmless from, any and all costs, losses, liabilities, claims,damages and related expenses, including the fees, charges and disbursements ofany counsel for Lender and/or any Participant, which are incurred by orasserted against Lender and/or any Participant arising out of, in connectionwith or as a result of (1) the execution or delivery of this MasterAgreement, any Supplement, any other Loan Document,  or any other agreement or instrumentcontemplated hereby, the performance by the parties hereto of their respectiveobligations hereunder or the consummation of any of the transactionscontemplated hereby or thereby, (2) any Advances or any actual or proposed useof the proceeds therefrom, (3) any actual or alleged presence or release ofHazardous Materials on or from any property owned by Borrower or anySubsidiary, or any Environmental Liability related in any way to Borrower orany Subsidiary,****or (4)****actual or prospective claim, litigation,investigation or proceeding relating to any of the foregoing, whether based oncontract, tort or any other theory and regardless of whether Lender is a partythereto, including attorneys’ fees and all other costs and fees (i) incurredbefore or after commencement of litigation or at trial, on appeal or in anyother proceeding, and (ii) incurred in any bankruptcy proceeding; provided,that Borrower is not obligated to indemnify Lender or any Participant for anyof the foregoing arising out of Lender’s or such Participant’s gross negligenceor willful misconduct as determined by a court of competent jurisdiction in afinal and nonappealable judgment.

### (b)           Borrowerwill pay, and hold Lender and each Participant harmless from and against, anyand all Taxes with respect to this Agreement and any other Loan Document, anycollateral described therein, or any payments due thereunder, and will saveLender and each Participant harmless from and against any and all liabilitieswith respect to or resulting from any delay or omission to pay such Taxes.

### (c)           Tothe extent permitted by applicable law, Borrower will not assert, and Borrowerhereby waives, any claim against Lender and/or any Participant, on any theoryof liability, for special, indirect, consequential or punitive damages (asopposed to actual or direct damages) arising out of, in connection with or as aresult of, this Agreement or any agreement or instrument contemplated hereby,the transactions contemplated therein, any Advance or the use of proceedsthereof.

### (d)           Allamounts due under this Section 8.03 are due and payable promptly ondemand.

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**Section 8.04         Successorsand Assigns**.

### (a)           Theprovisions of this Agreement are binding upon and inure to the benefit of theparties hereto and their respective successors and assigns, except thatBorrower may not assign or transfer any of its rights hereunder without theprior written consent of Lender (and any attempted assignment or transfer byBorrower without such consent will be considered null and void).

### (b)           Lendermay at any time, without the consent of Borrower, assign to one or more assigneesall or a portion of its rights and obligations under this Agreement and theother Loan Documents, including all or a portion of any Commitment and/or allor any portion of any Loan.

### (c)           Lendermay at any time, without the consent of Borrower, sell participation intereststo one or more Persons (a “***Participant***”)in all or a portion of Lender’s rights and obligations under this Agreement,including all or a portion of any Commitment and/or all or any portion of anyLoan.  In the event Lender sells one ormore participation interests, Lender’s obligations under this Agreement willremain unchanged, and Borrower will continue to deal solely and directly withLender in connection with Lender’s rights and obligations under this Agreementand the other Loan Documents.

### (d)           Lendermay at any time pledge or assign a security interest in all or any portion ofits rights under this Agreement and the Notes without complying with thisSection.  No such pledge or assignmentwill release Lender from any of its obligations hereunder or substitute anysuch pledgee or assignee for Lender as a party hereto.

**Section 8.05         GoverningLaw; Jurisdiction; Consent to Service of Process**.

### (a)           ThisAgreement and the other Loan Documents (except to the extent otherwise providedtherein) will be construed in accordance with and be governed by the law(without giving effect to the conflict of law principles thereof) of the Stateof Minnesota.

### (b)           Borrowerhereby irrevocably and unconditionally submits, for itself and its property, tothe non-exclusive jurisdiction of the United States District Court of theDistrict of Minnesota , and of any state court of the State of Minnesotalocated in Olmstead County, in any action or proceeding arising out of orrelating to this Agreement or any other Loan Document or the transactionscontemplated hereby or thereby, or for recognition or enforcement of anyjudgment.  Each of the partiesirrevocably and unconditionally agrees that all claims in respect of any suchaction or proceeding may be heard and determined in such Minnesota state courtor, to the extent permitted by applicable law, such federal court.  Each of the parties hereto agrees that afinal judgment in any such action or proceeding will be conclusive and may beenforced in other jurisdictions by suit on the judgment or in any other mannerprovided by law.  Nothing in thisAgreement or any other Loan Document will affect any right Lender may otherwisehave to bring any action or proceeding relating to this Agreement or any otherLoan Document against Borrower or its properties in the courts of anyjurisdiction.

### (c)           Borrowerirrevocably and unconditionally waives any objection which it may now orhereafter have to the laying of venue of any such suit, action or proceedingdescribed in paragraph (b) of this Section and brought in any court referred toin paragraph (b) of this Section.  

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### Each of the parties hereto irrevocably waives, to the fullest extentpermitted by applicable law, the defense of an inconvenient forum to themaintenance of such action or proceeding in any such court.

**Section 8.06         WAIVEROF JURY TRIAL**. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGALPROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY OTHERLOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASEDON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT ORATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCHOTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THEFOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETOHAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY,AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

**Section 8.07         Rightof Setoff**.  Asadditional security for payment of the Obligations, Borrower grants to Lender asecurity interest in, a lien on, and an express contractual right, at any timeor from time to time upon the occurrence and during the continuance of aDefault or Event of Default, without prior notice to Borrower, any such noticebeing expressly waived by Borrower to the extent permitted by applicable law,to set off and apply against all deposits (general or special, time or demand,provisional or final) of Borrower at any time held or other obligations at anytime owing by Lender to or for the credit or the account of Borrower againstany and all Obligations held by Lender **(*“Setoff”*)**, irrespective ofwhether Lender has made demand hereunder and although such Obligations may beunmatured.  Lender agrees to notifyBorrower after any Setoff and any application made by Lender; *provided*, that the failure to give suchnotice will not affect the validity of such Setoff and application.  Lender’s rights under this Section 8.07are in addition to any rights now or hereafter granted under applicable law anddo not limit any such rights.

**Section 8.08         Counterparts;Integration**.  ThisAgreement may be executed in any number of separate counterparts (including bytelecopy or other electronic mail, or any other electronic means), and all ofsaid counterparts taken together will be deemed to constitute one and the sameinstrument.  This Agreement, the otherLoan Documents, and any separate letter agreement(s) relating to any feespayable to the Lender constitute the entire agreement among the parties heretoand thereto regarding the subject matters hereof and thereof and supersede allprior agreements and understandings, oral or written, regarding such subjectmatters.

**Section 8.09         Survival**.  All covenants, agreements, representationsand warranties made by Borrower herein and in the certificates or otherinstruments delivered in connection with or pursuant to this Agreement will beconsidered to have been relied upon by Lender and will survive the executionand delivery of this Agreement, regardless of any investigation made by anysuch other party or on its behalf and notwithstanding that Lender may have hadnotice or knowledge of any Default or incorrect representation or warranty atthe time any credit is 

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extended hereunder, and will continue in full forceand effect as long as the principal of or any accrued interest on the Loans orany fee or any other amount payable under this Agreement is outstanding andunpaid and so long as any Commitment is in effect.  The provisions of Section 8.09 willsurvive and remain in full force and effect regardless of the consummation ofthe transactions contemplated hereby, the repayment of the Loans, andtermination of the Commitments, or this Agreement or any provision hereof.  All representations and warranties madeherein, in the certificates, reports, notices, and other documents deliveredpursuant to this Agreement will survive the execution and delivery of thisAgreement and the other Loan Documents.

**Section 8.10         Severability**.  Any provision of this Agreement or any otherLoan Document held to be illegal, invalid or unenforceable in any jurisdiction,will, as to such jurisdiction, be ineffective to the extent of such illegality,invalidity or unenforceability without affecting the legality, validity orenforceability of the remaining provisions hereof or thereof; and the illegality,invalidity or unenforceability of a particular provision in a particularjurisdiction will not invalidate or render unenforceable such provision in anyother jurisdiction.

**Section 8.11         TransferableRecord**.  ThisAgreement, the Notes and the other Loan Documents, as amended, are “transferablerecords” as defined in applicable law relating to electronic transactions.  Therefore, Lender may, on behalf of Borrower,create a microfilm, optical disk or electronic image of such Loan Documentsthat are authoritative copies under applicable law.  Lender may store such authoritative copies inmicrofilm or electronic form and destroy the paper original as part of itsnormal business practices.  Lender, onits own behalf, may control and transfer such authoritative copies as permittedby applicable law.

**Section 8.12         Confidentiality**.  Lender agrees to take normal and reasonableprecautions to maintain the confidentiality of any information designated inwriting as confidential and provided to it by Borrower or any Subsidiary,except that such information may be disclosed (a) to any Affiliate, Participantor advisor of Lender, including without limitation accountants, legal counseland other advisors, provided that Lender shall have taken reasonable steps toassure that such Affiliates, participants, and advisors will maintain suchinformation in confidence to the same extent required of Lender hereunder, (b)to the extent required by applicable laws or regulations or by any subpoena orsimilar legal process, (c) to the extent requested by any regulatory agency orauthority, (d) to the extent that such information becomes publicly availableother than as a result of a breach of this Section 8.12, or whichbecomes available to Lender of any of the foregoing on a nonconfidential basisfrom a source other than Borrower, (e) in connection with the exercise of anyremedy hereunder or any suit, action or proceeding relating to this Agreementor the enforcement of rights hereunder, and (f) subject to provisionssubstantially similar to this Section 8.12, to any actual or prospectiveassignee or Participant, or (g) with the consent of Borrower.  Any Person required to maintain theconfidentiality of any information as provided for in this Section shall beconsidered to have complied with its obligation to do so if such Person hasexercised the same degree of care to maintain the confidentiality of suchinformation as such Person would accord its own confidential information.

**Section 8.13         Copies**.  Borrower hereby acknowledges the receipt of acopy of this Agreement and all other Loan Documents.

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**Section 8.14         Noticeof Claims Against Lender; Limitation of Certain Damages**.  In order to allow Lender to mitigate anydamages to Borrower from Lender’s alleged breach of its duties under the LoanDocuments or any other duty, if any, to Borrower, the Borrower agrees to giveLender immediate written notice of any claim or defense it has against Lender,whether in tort or contract, relating to any action or inaction by Lender underany Loan Document, or the transactions related thereto, or of any defense topayment of the Obligations for any reason. The requirement of providing timely notice to Lender represents theparties’ agreed-upon standard of performance regarding claims againstLender.  Notwithstanding any claim thatBorrower may have against Lender, and regardless of any notice Borrower mayhave given Lender, Lender will not be liable to Borrower for consequential,punitive and/or special damages.

**Section 8.15         Effectof Amendment**.  ThisAgreement amends, supplements, and restates the Original Credit Agreement.  The Obligations under the Original CreditAgreement remain in effect except to the extent specifically modified herein,and nothing in any of the Amendment Documents will be construed to have theeffect of a novation in respect of the Obligations under the Original CreditAgreement.  All Liens in favor of Lendergrated in connection with the Original Credit Agreement remain in effect.  The Amendment Documents will not be construedto have the effect of a refinancing of the Obligations under the OriginalCredit Agreement, but will instead be construed to amend, modify and supplementthe terms in effect immediately prior to effectiveness of the AmendmentDocuments.  All references to the CreditAgreement in any Loan Document will hereafter mean the Credit Agreement asamended hereby.  Nothing herein waivesany default, breach or violation that may have occurred under any prior versionof the Credit Agreement which may have occurred prior to the date hereof.

[Signature Page Follows]

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**IN WITNESS WHEREOF**, the partieshereto have caused this Agreement to be duly executed by their respectiveauthorized officers as of the day and year first above written.
|        | **BORROWER:**                   |
|--------|---------------------------------|
|   |                            |
|   | EAST KANSAS AGRI-ENERGY, L.L.C. |
|   |                            |
|   | By:                             | /s/ William R. Pracht |
|   | Name:                           | William R. Pracht |
|   | Title:                          | Chairman and President |
|   |                            |
|   | **LENDER:**                     |
|   |                            |
|   | HOME FEDERAL SAVINGS BANK       |
|   |                            |
|   | By:                             | /s/ Eric Oftedahl |
|   | Name:                           | Eric Oftedahl |
|   | Title:                          | Vice President |

 

*[SIGNATUREPAGE TO MASTER AMENDED AND RESTATED CREDIT AGREEMENT]*

 

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**ATTACHMENT IDEFINITIONS**

**A.            AccountingTerms and Determination**. Unless otherwise defined or specified herein, all accounting terms usedherein will be interpreted, all accounting determinations hereunder will bemade, and all financial statements required to be delivered hereunder will beprepared, in accordance with GAAP as in effect from time to time, in each casenet of the effect of the bond/lease transaction which occurred in December of2005 between the Borrower and the City of Garnett, Kansas.

**B.            TermsGenerally**.  Thedefinitions of terms herein apply equally to the singular and plural forms ofthe terms defined.  The words “include,” “includes”and “including” are herein deemed to be followed by the phrase “withoutlimitation.”  Unless the context requiresotherwise (a) any definition of or reference to any agreement, instrument orother document herein will be construed as referring to such agreement,instrument or other document as it was originally executed or as it may fromtime to time be amended, supplemented or otherwise modified (subject to anyrestrictions on such amendments, supplements or modifications set forthherein), (b) any reference herein to any Person will be construed to includesuch Person’s successors and permitted assigns, (c) the words “hereof,” “herein”and “hereunder” and words of similar import will be construed to refer to thisAgreement as a whole and not to any particular provision hereof, (d) allreferences to Articles, Sections, Exhibits and Schedules will be construedto refer to Articles, Sections, Exhibits and Schedules to this Agreement, and(e) all references to a specific time will be construed to refer to the time inthe city provided herein for Lender’s receipt of notices hereunder, unlessotherwise indicated.

**C.            Supplements**.  Certain terms are defined specifically in oneor more Supplements.  If there is aninconsistency between the terms hereof and a Supplement, the definitions in theSupplement will control to the extent provided therein.

**D.            DefinedTerms**.  In addition tothe other terms defined in the Agreement, the following terms have the meaningsherein specified.

“***Advance***” means anadvance of Loan funds by Lender to or for the benefit of Borrower.

“***Affiliate***” means, asto any Person, any other Person that directly, or indirectly through one ormore intermediaries, Controls, is Controlled by, or is under common Controlwith, such Person.

“***Agreement***”means, collectively, the Master Agreement and each of the Supplements in effectfrom time to time.

“***AmendmentDocuments***” means the Master Agreement, the First Supplement, theSecond Supplement, and the Third Mortgage Amendment, and all Notes, (includingamended Notes), documents, instruments and agreements delivered in fulfillmentof a condition precedent to effectiveness or to Lender’s obligations under anyof the foregoing.

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“***Borrower***”******means East Kansas Agri-Energy,L.L.C., a Kansas limited liability company.

“***Business Day***” means anyday other than a Saturday, Sunday or other day on which commercial banks in thecity of Rochester, Minnesota, are authorized or required by law to close.

***“Capital Expenditures”*** means for any period,without duplication, (a) the additions to property, plant and equipment andother capital expenditures of Borrower and its Subsidiaries that are (or wouldbe) set forth on a combined statement of cash flows of Borrower for such periodprepared in accordance with GAAP and (b) Capital Lease Obligations incurred byBorrower and its Subsidiaries during such period.

“***Capital Lease Obligations***” of anyPerson means the capitalized amount, determined in accordance with GAAP, of allobligations of such Person to pay rent or other amounts under any lease (orother arrangement conveying the right to use) real or personal property, or acombination thereof, which obligations are required to be classified andaccounted for as capital leases on a balance sheet of such Person under GAAP.

“***Change in Control***” means theoccurrence of one or more of the following events: (a) any sale, lease,exchange or other transfer (in a single transaction or a series of relatedtransactions) of all or substantially all of the assets of Borrower or anyguarantor of any portion of the Obligations to any Person or “group” (withinthe meaning of the Securities Exchange Act of 1934 and the rules of theSecurities and Exchange Commission thereunder in effect on the date hereof),(b) acquisition of Control of the Borrower or any guarantor of any portion ofthe Obligations by any Person who does not Control the Borrower or such guarantoron the date of this Agreement, or (c) occupation of a majority of the seats onthe board of directors of Borrower or any guarantor of any portion of theObligations by Persons who were neither (1) nominated by the immediatelyprevious board of directors or (2) appointed by directors so nominated.

“***Charges***”has the meaning set forth in Section 1.06.

“***Closing Date***” meansNovember 23, 2004, and with respect to each Supplement, the date specified insuch supplement if a different closing date is specified.

“***Code***” means theInternal Revenue Code of 1986, as amended and in effect from time to time.

“***Collateral***” means all of Borrower’s tangible andintangible property, real and personal, including without limitation, allcasualty insurance proceeds and condemnation awards.

“***Collateral Assignment***” meanseach collateral assignment by Borrower in favor of Lender of a MaterialContract, including all such collateral assignments made prior to the datehereof and all of those made hereafter.

“***Commitment***” means, asto any Supplement, the meaning set forth in such Supplement.

“***Control***” means the power, directly orindirectly, either to (a) vote 5% or more of securities having ordinary votingpower for the election of directors (or persons performing similar functions)of a Person or (b) direct or cause the direction of the management and policies

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of a Person, whether through the ability to exercisevoting power, by contract or otherwise. The terms “***Controls***,”“***Controlling***,” “***Controlled by***,” and “***under common Control with***”have meanings correlative thereto.

“***Control Agreements***” means the agreements requested byLender, if any, to perfect Lender’s security interest in Deposit Accounts andInvestment Accounts, as the same may be amended, restated, supplemented orotherwise modified from time to time.

“***Default***” means anycondition or event that, with the giving of notice or the lapse of time, orboth, would constitute an Event of Default.

“***DefaultInterest***” has the meaning set forth in Section 1.04.

“***Deposit Accounts***” means alldemand, time, savings, passbook or similar depository accounts of Borrower withany Person, including Borrower’s operating, payroll, and other bank ordepository accounts.

“***EBITDA***” forany period means an amount equal to (a) Net Income plus (b) to the extentdeducted in determining Net Income, the sum of (i) Interest Expense, (ii)income taxes, (iii) depreciation and amortization, and (iv) all other non-cashcharges.

“***Environmental Laws***”means all laws, rules, regulations, codes, ordinances, orders, decrees,judgments, injunctions, notices or binding agreements issued, promulgated orentered into by or with any Governmental Authority, relating in any way to theenvironment, preservation or reclamation of natural resources, the management,Release or threatened Release of any Hazardous Material or to health and safetymatters.

“***Environmental Liability***”means any liability, contingent or otherwise (including any liability fordamages, costs of environmental investigation and remediation, costs ofadministrative oversight, fines, related attorneys’ fees, natural resourcedamages, penalties or indemnities), directly or indirectly resulting from orbased upon (a) any actual or alleged violation of any Environmental Law, (b)the generation, use, handling, transportation, storage, treatment or disposalof any Hazardous Materials, (c) any actual or alleged exposure to any HazardousMaterials, (d) the Release or threatened Release of any Hazardous Materials, or(e) any contract, agreement or other consensual arrangement pursuant to whichliability is assumed or imposed with respect to any of the foregoing.

“***ERISA***” means theEmployee Retirement Income Secu­rity Act of 1974, as amended from time to time,and any successor statute.

“***ERISA Affiliate***” means anytrade or business (whether or not incorporated), which, together with Borrower,is treated as a single employer under Section 414(b) or (c) of the Code or,solely for the purposes of Section 302 of ERISA and Section 412 of the Code, istreated as a single employer under Section 414 of the Code.

“***ERISA Event***”**means (a) any “reportableevent,” as defined in Section 4043 of ERISA or the regulations issuedthereunder with respect to a Plan (other than an event for which the 30-daynotice period is waived); (b) the existence with respect to any Plan of an “accumulated

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funding deficiency” (as defined in Section 412 of theCode or Section 302 of ERISA), whether or not waived; (c) the filing pursuantto Section 412(d) of the Code or Section 303(d) of ERISA of an application fora waiver of the minimum funding standard with respect to any Plan; (d) theincurrence by Borrower or any of its ERISA Affiliates of any liability underTitle IV of ERISA with respect to the termination of any Plan; (e) the receiptby Borrower or the ERISA Affiliate from the PBGC or a plan administratorappointed by the PBGC of any notice relating to an intention to terminate anyPlan or Plans or to appoint a trustee to administer any Plan; (f) theincurrence by Borrower or any of its ERISA Affiliates of any liability withrespect to the withdrawal or partial withdrawal from any Plan or MultiemployerPlan; or (g) the receipt by Borrower or any ERISA Affiliate of any notice, orthe receipt by any Multiemployer Plan from Borrower or any ERISA Affiliate of anynotice, concerning the imposition of Withdrawal Liability or a determinationthat a Multiemployer Plan is, or is expected to be, insolvent or inreorganization, within the meaning of Title IV of ERISA.

“***Event of Default***” has themeaning set forth in Section 7.01.

“***Fixed Charges***”means the consolidated sum of (a) Interest Expense, (b) scheduled principalpayments made on Total Debt, (c) income taxes paid, (d) Permitted Distributionspaid, and (e) Non-Financed Maintenance Capital Expenditures.

“***Fixed Charge CoverageRatio***” means for any period of four consecutive quarters, theratio of (a) EBITDA to (b) Fixed Charges.

“***Free Cash Flow***”means, for any period, EBITDA less the sum of Mandatory Debt Retirement,interest expense, Taxes paid by Borrower, the maximum allowable PermittedDistribution (whether or not paid or declared), and Non-Financed MaintenanceCapital Expenditures.

“***GAAP***” meansgenerally accepted accounting principles in effect from time to time in theUnited States applied on a consistent basis.

“***Governmental Authority***”means the government of the United States of America, any other nation or anypolitical subdivision thereof, whether state or local, and any agency,authority, instrumentality, regulatory body, court, central bank or otherentity exercising executive, legislative, judicial, taxing, regulatory oradministrative powers or functions of or pertaining to government.

“***Guarantee***”of or by any Person, including without limitation any Governmental Authority,providing a guarantee of any portion of the Obligations, (the “***guarantor***”) means any obligation,contingent or otherwise, of the guarantor guaranteeing or having the economiceffect of guaranteeing any Indebtedness or other obligation of any other Person(the “***primary obligor***”) in any manner,whether directly or indirectly and including any obligation, direct orindirect, of the guarantor (a) to purchase or pay (or advance or supply fundsfor the purchase or payment of) such Indebtedness or other obligation or topurchase (or to advance or supply funds for the purchase of) any security forthe payment thereof, (b) to purchase or lease property, securities or servicesfor the purpose of assuring the owner of such Indebtedness or other obligationof the payment thereof, (c) to maintain working capital, equity capital or anyother financial statement 

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condition or liquidity of the primary obligor so as toenable the primary obligor to pay such Indebtedness or other obligation, or (d)as an account party in respect of any letter of credit or letter of guaranteeissued in support of such Indebtedness or obligation.  The term “Guarantee” does not includeendorsements for collection or deposits in the ordinary course ofbusiness.  The amount of any Guarantee isdeemed to be an amount equal to the stated or determinable amount of theprimary obligation in respect of which Guarantee is made or, if not so statedor determinable, the maximum reasonably anticipated liability in respectthereof (assuming such Person is required to perform thereunder) as determinedby such Person in good faith.  The term “Guarantee”used as a verb has a corresponding meaning.

“***Hazardous Materials***” means all explosive or radioactivesubstances or wastes and all hazardous or toxic substances, wastes or otherpollutants, including petroleum or petroleum distillates, asbestos or asbestoscontaining materials, polychlorinated biphenyls, radon gas, infectious ormedical wastes and all other substances or wastes of any nature regulatedpursuant to any Environmental Law.

“***Hedging Agreements***”means interest rate swap, cap or collar agreements, interest rate future oroption contracts, currency swap agreements, currency future or optioncontracts, commodity agreements and other similar agreements or arrangementsdesigned to protect against fluctuations in interest rates, currency values orcommodity values, in each case to which Borrower is a party.

“***Indebtedness***”of any Person means, without duplication (a) all obligations of suchPerson for borrowed money, (b) all obligations of such Person evidenced bybonds, debentures, notes or other similar instruments, (c) all obligations ofsuch Person in respect of the deferred purchase price of property or services(other than trade payables incurred in the ordinary course of business; provided,that for purposes of Section 7.01(e), trade payables overdue by morethan 120 days are included in this definition except to the extent that any ofsuch trade payables are being disputed in good faith and by appropriatemeasures), (d) all obligations of such Person under any conditional sale orother title retention agreement(s) relating to property acquired by suchPerson, (e) all Capital Lease Obligations of such Person, (f) allobligations, contingent or otherwise, of such Person in respect of letters ofcredit, acceptances or similar extensions of credit, (g) all Guarantees ofsuch Person, (h) all Indebtedness of a third party secured by any Lien onproperty owned by such Person, whether or not such Indebtedness has beenassumed by such Person, (i) all obligations of such Person, contingent orotherwise, to purchase, redeem, retire or otherwise acquire for value anycommon stock, membership unit or other capital interest of such Person, (j)Off-Balance Sheet Liabilities and (k) all capital interests of such person(such as preferred units) which call for a fixed or formulaic amount to be paidto the holder thereof or that have a maturity date.****TheIndebtedness of any Person includes the Indebtedness of any partnership orjoint venture in which such Person is a general partner or a joint venturer,except to the extent that the terms of such Indebtedness provide that suchPerson is not liable therefor.

“***Investment Accounts***” means all securities or investmentaccounts of Borrower with brokerage firms and other Persons.

“***Investments***” has the meaning set forth in Section 6.04.

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“***Lender***”means Home Federal Savings Bank, a federally chartered stock savings bank, andits successors and assigns.

“***Lien***” meansany mortgage, pledge, security interest, lien (statutory or otherwise), charge,encumbrance, hypothecation, assignment, deposit arrangement, or otherarrangement having the practical effect of the foregoing or any preference,priority or other security agree­ment or preferential arrangement of any kindor nature whatsoever (including any conditional sale or other title retentionagreement and any capital lease having the same economic effect as any of theforegoing).

“***Loan***” meansa loan, commitment or credit and facilities made under this Agreement as morefully described in a Supplement.

“***Loan Documents***”means collectively this Master Agreement, the Supplements, the Mortgage, theSecurity Agreement, the Notes, the Financing Statements, the CollateralAssignments, all other Amendment Documents, and any Control Agreements, drawrequests, and any and all other instruments, agreements, documents and writingsexecuted pursuant to any of the foregoing or which have otherwise been executedby Borrower and delivered to Lender in connection with the Obligations or the Collateral.

“***Mandatory Debt Retirement***”means the amount of principal payments required during the related period inconnection with any Indebtedness of Borrower.

“***MasterAgreement***” means solely this Master Amended and Restated CreditAgreement, not including the Supplements, as amended, restated, or otherwisemodified (other than by Supplements entered into pursuant to Section 1.02)from time to time.

“***Material Adverse Effect***”means, with respect to any event, act, condition or occurrence of whatevernature (including any adverse determination in any litigation, arbitration, orgovernmental investigation or proceeding), whether singularly or in conjunctionwith any other event or events, act or acts, condition or conditions,occurrence or occurrences whether or not related, a material adverse change in,or a material adverse effect on, (a) the business, results of operations,financial condition, assets, or liabilities, of Borrower, (b) the ability ofBorrower to perform any of its obligations under the Loan Documents, (c) therights and remedies of Lender under any of the Loan Documents or (d) thelegality, validity or enforceability of any of the Loan Documents.

“***Material Contract***” means anagreement to which Borrower is or hereafter becomes a party which is materialto the operation of Borrower’s business.

“***Material Indebtedness***”means Indebtedness (other than the Loans) or obligations in respect of one ormore Hedging Agreements in an aggregate principal amount of $100,000 or more.  Forpurposes of determining Material Indebtedness, the “principal amount” of theobligations in respect to any Hedging Agreement at any time is the maximumaggregate amount (giving effect to any netting agreements) that Borrower wouldbe required to pay if such Hedging Agreement were terminated at such time.

“***Maximum Rate***”has the meaning set forth in Section 1.06.

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“***Mortgage***”means the Future Advance Mortgage and Security Agreement and Fixture FinancingStatement and Assignment of Rents and Leases between Borrower and Lender dated November23, 2004, as amended by the First Amendment dated June 21, 2005, the SecondAmendment dated December 20, 2005, and by the Third Mortgage Amendment, and asamended, restated, revised or otherwise modified from time to time hereafter.

“***Multiemployer Plan***”has the meaning set forth in Section 4001(a)(3) of ERISA.

“***Net Income***”means net income (or loss) determined on a consolidated basis in accordancewith GAAP, but excluding (a) extraordinary gains or losses, (b) gainsattributable to write-up of assets, (c) any equity interest in unremittedearnings of any Person that is not a Subsidiary, and (d) income (or loss) ofany Person which accrued prior to the date such Person becomes a Subsidiary oris merged into or consolidated with Borrower or any Subsidiary on the date suchPerson’s assets are acquired by the Borrower or a Subsidiary.

*“**Non-FinancedMaintenance Capital Expenditures**”* means the sum of Capital Expenditures paid during therelated period in the ordinary course of Borrower’s business related tomaintenance and upkeep of property, plant and equipment,****except the term does not includeCapital Expenditures for which Borrower or any Subsidiary incurred****Indebtedness in connection therewith.

“***Notes***”means, collectively, all notes of Borrower in favor of Lender issued pursuantto a Supplement.

“***Obligations***”means all amounts owed by Borrower to Lender pursuant to or in connection withthis Agreement or any other Loan Document, and any other obligation of Borrowerto Lender of any nature whatsoever, including without limitation, allprincipal, interest (including any interest accruing after the filing of anypetition in bankruptcy or the commencement of any insolvency, reorganization orlike proceeding relating to Borrower, whether or not a claim for post-filing orpost-petition interest is allowed in such proceeding), all reimbursementobligations, fees, expenses, indemnification and reimbursement payments, costsand expenses (including all fees and expenses of counsel to Lender incurredpursuant to this Agreement or any other Loan Document), whether direct orindirect, absolute or contingent, liquidated or unliquidated, now existing orhereafter arising hereunder or thereunder, together with all renewals,extensions, modifications or refinancings thereof.

“***Off-Balance Sheet Liabilities***” of any Person means (a) anyrepurchase obligation or liability of such Person with respect to accounts ornotes receivable sold by such Person, (b) any liability of such Personunder any sale and leaseback transactions which do not create a liability onthe balance sheet of such Person, (c) any liability of such Person under anyso-called “synthetic” lease transaction, or (d) any obligation arising withrespect to any other transaction which is the functional equivalent of or takesthe place of borrowing but which does not constitute a liability on the balancesheet of such Person.

“***Participant***”has the meaning set forth in Section 8.04(c).

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“***PBGC***”****meansthe Pension Benefit Guaranty Corporation referred to and defined in ERISA, andany successor entity performing similar functions.

“***Permitted Distribution***”means, beginning December 31, 2006, cash distributions - first approved inwriting by Lender - to Borrower’s members of up to (a) 50% of Borrower’s NetIncome for a fiscal year period if Borrower’s Tangible Balance Sheet EquityRatio will be, after payment of such distribution, less than 60% as determinedfrom Borrower’s audited financial statements as of its most recent fiscal yearend, or (b) 60% of Borrower’s Net Income for a fiscal year period if Borrower’sTangible Balance Sheet Equity Ratio will be, after payment of suchdistribution,  60% or greater asdetermined from Borrower’s audited financial statements as of its most recentfiscal year end.  Prior to December 31, 2006,“Permitted Distribution” means cash distributions - first approved in writingby Lender - to Borrower’s members of up to (a) 40% of Borrower’s Net Income fora fiscal year period if Borrower’s Tangible Balance Sheet Equity Ratio will be,after payment of the distribution, less than 60% as determined from Borrower’saudited financial statements as of its most recent fiscal year end, or (b) 50%of Borrower’s Net Income for a fiscal year period if Borrower’s TangibleBalance Sheet Equity Ratio will be, after payment of the distribution, 60% orgreater as determined from Borrower’s audited financial statements as of itsmost recent fiscal year end.

“***Permitted Encumbrances***”means:

### (a)           Liensimposed by law for taxes not yet due (or with respect to real estate taxes, notyet delinquent) or which are being contested in good faith by appropriateproceedings and with respect to which adequate reserves are being maintained inaccordance with GAAP;

### (b)           statutoryLiens of landlords and Liens of carriers, warehousemen, mechanic, materialmenand other Liens imposed by law created in the ordinary course of business foramounts not yet due or which are being contested in good faith by appropriateproceedings and with respect to which adequate reserves are being maintained inaccordance with GAAP;

### (c)           pledgesand deposits made in the ordinary course of business in compliance with workers’compensation, unemployment insurance and other social security laws orregulations;

### (d)           depositsto secure the performance of bids, trade contracts, leases, statutoryobligations, surety and appeal bonds, performance bonds and other obligationsof a like nature, in each case in the ordinary course of business;

### (e)           judgmentand attachment liens not giving rise to an Event of Default or Liens created byor existing from any litigation or legal proceeding that are currently beingcontested in good faith by appropriate proceedings and with respect to whichadequate reserves are being maintained in accordance with GAAP;

### (f)            easements,zoning restrictions, rights-of-way and similar encumbrances on real propertyimposed by law or arising in the ordinary course of business that do not secureany monetary obligations and do not materially detract from the value of theaffected property or materially interfere with the ordinary conduct of businessof Borrower and its Subsidiaries taken as a whole; and

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### (g)           Liensin favor of Lender.

“***Permitted Investments***”******means:

### (a)           directobligations of, or obligations the principal of and interest on which areunconditionally guaranteed by, the United States of America (or by any agencythereof to the extent such obligations are backed by the full faith and creditof the United States), in each case maturing within one year from the date ofacquisition thereof;

### (b)           commercialpaper having the highest rating, at the time of acquisition thereof, of S&Por Moody’s and in either case maturing within six months****from the date of acquisition thereof;

### (c)           certificatesof deposit, bankers’ acceptances and time deposits maturing within 180 days ofthe date of acquisition thereof issued or guaranteed by or placed with, andmoney market deposit accounts issued or offered by, any domestic office of anycommercial bank organized under the laws of the United States of America or anystate thereof which has a combined capital and surplus and undivided profits ofnot less than $500,000,000;

### (d)           fullycollateralized repurchase agreements with a term of not more than 30 days forsecurities described in clause (a) above and entered into with a financialinstitution satisfying the criteria described in clause (c) above;

### (e)           mutualfunds investing solely in any one or more of the Permitted Investmentsdescribed in clauses (a) through (d) above; and

### (f)            HedgingAgreements entered into in the ordinary course of business solely to hedge ormitigate risks to which Borrower is exposed in the conduct of its business ormanagement of its liabilities.

“***PermittedOperating Bank Accounts***” means (a) Borrower’s payroll bankaccount to the extent the amount on therein does not exceed the lesser ofBorrower’s gross payroll amount and $75,000, (b) other bank accounts to theextent the aggregate amount on deposit therein does not exceed $10,000 in theaggregate, and (c) an account with each of The Mission Bank and Security Bankof Kansas City, each maintained in connection with the bond/lease transactionwhich occurred in December 2005 between Borrower and the city of Garnett,Kansas.

“***Person***”means any individual, partnership, firm, corporation, association, jointventure, limited liability company, trust or other entity, or any GovernmentalAuthority.

*“**Projections**”* means Borrower’sforecasted (a) balance sheets; (b) profit and loss statements; and (c) cashflow statements; all prepared on a combined basis and otherwise consistent withthe historical financial statements of Borrower, together with appropriatesupporting details and a statement of underlying assumptions which are believedby Borrower to be reasonable and fair in light of the current condition and pastperformance of Borrower and to reflect a reasonable estimate of the projectedbalance sheets, results of operations, cash flows and other informationpresented therein for five (5) years following the Closing Date.

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“***Plan***” meansany employee pension benefit plan (other than a Multiemployer Plan) subject tothe provisions of Title IV of ERISA or Section 412 of the Code or Section 302of ERISA, and in respect of which Borrower or any ERISA Affiliate is (or, ifsuch plan were terminated, would under Section 4069 of ERISA be deemed to be)an “employer” as defined in Section 3(5) of ERISA.

***“Real Estate***”means all real property owned or leased by Borrower that is intended ascollateral for any Loan.

“***Release***”means any release, spill, emission, leaking, dumping, injection, pouring,deposit, disposal, discharge, dispersal, leaching or migration into theenvironment (including ambient air, surface water, groundwater, land surface orsubsurface strata) or within any building, structure, facility or fixture.

“***Responsible Officer***”means Borrower’s general manager or chief financial officer or such otherPerson as may be designated in writing with the prior written consent ofLender.

**“*Setoff*”**has the meaning setforth in Section 8.07.

“***Subsidiary***”means, with respect to any Person (the “***parent***”),any corporation, partnership, joint venture, limited liability company,association or other entity the accounts of which would be consolidated withthose of the parent in the parent’s consolidated financial statements if suchfinancial statements were prepared in accordance with GAAP as of such date, aswell as any other corporation, partnership, joint venture, limited liabilitycompany, association or other entity (a) of which securities or other ownershipinterests representing more than 50% of the equity  or more than 50% of  the ordinary voting power, or in the case ofa partnership, more than 50% of the general partnership interests are, as of suchdate, owned, Controlled or held, or (b) that is, as of such date, otherwiseControlled (as set forth in clause (b) of the definition thereof), by theparent or one or more subsidiaries of the parent or by the parent and one ormore subsidiaries of the parent. Unless otherwise indicated, all references to “Subsidiary”hereunder means a Subsidiary of Borrower (including Subsidiaries formed afterthe Closing Date).

“***Supplements***”has the meaning set forth in Section 1.02.

“***Tangible Balance Sheet Equity Ratio***”means Tangible Net Worth divided by Borrower’s total assets.

“***Tangible Net Worth”*** means, as of anydate (a) the total assets of Borrower and its Subsidiaries that should bereflected on Borrower’s consolidated balance sheet as of such date prepared inaccordance with GAAP, after eliminating all amounts properly attributable to minorityinterests, if any, in the stock and surplus of Subsidiaries, *less*(b) the sum of (i) the total liabilities (includingIndebtedness subordinated to the Obligations) of Borrower and its Subsidiariesthat should be reflected on a consolidated balance sheet of Borrower and itsSubsidiaries as of such date prepared in accordance with GAAP, (ii) the amountof appraisal surplus or any write-up in the book value of any assets resultingfrom a revaluation thereof or any write-up in excess of the cost of such assetsacquired reflected on the consolidated balance sheet of Borrower and itsSubsidiaries as of such date prepared in accordance with GAAP, and 

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(iii) the net bookamount of all assets of Borrower and its Subsidiaries that should be classifiedas intangible assets (including investments in other entities) on aconsolidated balance sheet of Borrower and its Subsidiaries as of such dateprepared in accordance with GAAP.

“***Taxes***”means any and all present or future taxes, levies, imposts, duties, deductions,charges or withholdings imposed by any Governmental Authority arising frompayment hereunder or from the execution, delivery, or enforcement of, any LoanDocument, including, without limitation, all present or future stamp ordocumentary taxes or any other excise or property taxes.  “Taxes” does not include taxes based on (ordetermined solely by) Lender’s net income.

“***Third Mortgage Amendment***”means the Third Amendment to Future Advance Mortgage and Security Agreement andFixture Financing Statement and Assignment of Leases and Rents between Lenderand Borrower dated the date hereof.

“***Total Debt***”means all Indebtedness that should be reflected on Borrower’s consolidatedbalance sheet prepared in accordance with GAAP.

“***Uniform Commercial Code***”or *“**UCC**”* means the Uniform CommercialCode as in effect from time to time in the State of Minnesota.

“***Withdrawal Liability***”means liability to a Multiemployer Plan as a result of a complete or partialwithdrawal from such Multiemployer Plan, as such terms are defined in Part I ofSubtitle E of Title IV of ERISA.

 

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**EXHIBIT2.01(c)(6)**

**OPINIONREQUIREMENTS**

1.     Borrower(a) is a limited liability company duly organized, validly existing, and ingood standing under the laws of the jurisdiction of its organization, (b) hasthe power and authority and the legal right to own and operate its property andto conduct its business.

2.     Borrowerhas the power and authority to execute, deliver and perform the Loan Documentsto which it is a party and has taken all necessary organizational action toauthorize the execution, delivery and performance of the Loan Documents towhich it is a party.

3.     Noconsent, approval or authorization of, or registration or filing with, anyPerson (including, without limitation, any Governmental Authority) is requiredin connection with the execution, delivery or performance by Borrower of theLoan Documents.

4.     Borrowerhas duly executed and delivered the Loan Documents to which it is a party, andthe Loan Documents constitute, legal, valid and binding obligations of Borrowerenforceable against it in accordance with their respective terms, except as maybe limited by applicable bankruptcy, insolvency, reorganization, moratorium, orsimilar laws affecting the enforcement of creditors’ rights generally and bygeneral principles of equity.

5.     Theexecution, delivery and performance by Borrower of the Loan Documents to whichit is a party will not (a) violate the articles of organization or theoperating agreement of Borrower, (b) violate any law applicable to Borrower,(c) insofar as known to us, violate any determination of an arbitrator or acourt or other Governmental Authority applicable to Borrower, (d) insofar asknown to us, cause a breach or default under any contractual obligation ofBorrower, or (e) result in the creation or imposition of any Lien on anyof the property or revenues of Borrower.

6.     To thebest of our knowledge, no litigation, investigation or proceeding of or beforeany Governmental Authority are pending or threatened by or against Borrower, oragainst any of its properties or revenues, existing or future (a) with respectto any Loan Document or any of the transactions contemplated thereby, or (b)which, if adversely determined, would reasonably be expected to have a MaterialAdverse Effect.

7.     The ratesof interest and the fees provided for in the Credit Agreement and thedescription thereof provided in the Credit Agreement and the Notes do notviolate any laws of the State of Iowa relating to interest and usury, and willnot violate any such law by virtue of any fluctuations in any base, prime,index or equivalent rate or rates on which interest charges may be based undersuch agreements.

8.     Under thelaws of the State of Kansas, the Loan Documents will be governed by theinternal laws of the State of Minnesota, including all such laws relating tointerest and usury.

9.     To theextent Borrower has rights in the “Collateral” described in the SecurityAgreement and Collateral Assignments, the provisions of the Security Agreementand the Collateral Assignments are sufficient to grant to Lender, a securityinterest in all right, title and 

2.01(c)(6)-1

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interestof the Borrower in those items and types of Collateral in which a securityinterest may be created under Article 8 or Article 9 of the UCC.  To the extent that the Borrower has rights inthe “Collateral” described in the Security Agreement and the CollateralAssignments and to the extent that such Collateral consists of types of itemsof property in which a security interest may be perfected by the filing offinancing statements in the State of Kansas, such security interests have beenperfected by the filing of the Financing Statements in the offices of theKansas Secretary of State and the Fixture Financing Statements in the office ofthe Recorder in Anderson County, Kansas.

10.   TheMortgage, as amended by the Third Mortgage Amendment, upon due recordation ofthe Third Mortgage Amendment in the office of the Recorder in Anderson County,Kansas, will constitute in favor of Lender, a valid and continuing lien on theproperty described therein as security for the Obligations and will beenforceable in accordance with its terms, except to the extent thatenforceability may be limited by applicable bankruptcy, insolvency and othersimilar laws, and equity principles of general application, relating to oraffecting the enforcement of creditors’ rights generally.

 

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**SCHEDULE6.04**

**INVESTMENTS**

None

 

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