**Exhibit10.3**

**SECONDSUPPLEMENT****TO THE****MASTER AMENDED AND RESTATED CREDIT AGREEMENT****(Term Revolver)**

THISSECOND SUPPLEMENT TO THE MASTER AMENDED AND RESTATED CREDIT AGREEMENT****(“***Second Supplement***”) is made and entered intoas of June     , 2006, by and between EAST KANSASAGRI-ENERGY, L.L.C., a Kansas limitedliability company, and HOMEFEDERAL SAVINGS BANK, a federally chartered stock savings bank.  This First Supplement supplements the MasterAmended and Restated Credit Agreement between the Lender and the Borrower datedas of even date herewith (as the same may be amended, restated, or otherwisemodified (other than by Supplements entered into pursuant to Section 1.02thereof) from time to time, the “***Master Agreement***”).

**RECITAL:**

The purpose of this Second Supplement is to establisha $4,000,000 term revolving credit line in favor of Borrower under theAgreement.

**AGREEMENT:**

**1.             Definitions**.  Capitalized terms used and not otherwisedefined in this Second Supplement have the meanings attributed to them below orin the Master Agreement.  Definitions inthis Second Supplement control over inconsistent definitions in the MasterAgreement, but only to the extent the defined terms apply to Loans under thisSecond Supplement.  Definitions set forthin the Master Agreement control for all other purposes.  As used in this Second Supplement, thefollowing terms have the following meanings:

“***Prime Rate***” means therate of that name as published in the “Money Rates” Section of the *Wall Street Journal* as of the applicable Determination Date;provided, if Lender determines that the foregoing source is unavailable,Lender will determine the Prime Rate based on comparable information.

“***Revolving Loan***” meansa Loan made under the Revolving Term Facility.

“***Revolving******Commitment Amount***” means (a)$4,000,000 from the date hereof through and including December 31, 2007, (b)$3,600,000 from January 1, 2008, through and including December 31, 2008, (c)$3,200,000 from January 1, 2009, until December 31, 2009, and (d) $2,800,000from January 1, 2010, through and including September 30, 2010, at which timethe Revolving Term Facility will expire.

“***Revolving******Term Facility***” means the revolvingcredit facility established pursuant to this Second Supplement.

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**“*Revolving Term FacilityMaturity Date*”** means the earlier of (a) October 1,2010, and (b) the date on which the principal amount outstanding under theRevolving Term Facility has been declared or has automatically become due andpayable, whether by acceleration or otherwise.

“***Revolving Term Note***” means theRevolving Term Note made by Borrower payable to the order of Lender, dated thedate hereof, in the initial aggregate principal amount of $4,000,000 insubstantially the form of Exhibit 2A attached hereto.

**2.**             **Conditions Precedent**.  Lender will have no obligation under thisSecond Supplement, the Agreement, or any Amendment Document until each of thefollowing conditions is satisfied or waived in accordance with Section 8.02of the Master Agreement:

(a)                                  Lenderhas received a one-time origination fee of $5,000;

(b)                                 Lenderhas received all other fees and amounts due and payable on or prior to the datehereof, including the fees and amounts for reimbursement or payment of allout-of-pocket expenses required to be reimbursed or paid by Borrower pursuantto any Loan Document or any other agreement with Lender;

(c)                                  Lenderhas received this Second Supplement, and the Revolving Term Note, each dulyexecuted and delivered by Borrower;

(d)                                 Lenderhas received Borrower’s counterparts of the Master Agreement and all AmendmentDocuments contemplated thereby, in each case duly executed and delivered byBorrower, as well as all other duly executed and delivered instruments,agreements, opinion letters, and documents as Lender may require;

(e)                                  therepresentations and warranties set forth in the Master Agreement are true andcorrect in all material respects as of the date hereof;

(f)                                    allconditions precedent in the Master Agreement and each other Loan Document havebeen satisfied or waived; and

(g)                                 noDefault or Event of Default has occurred and is continuing.

**3.             Establishmentof Revolving Term Facility**.  Lender hereby establishes in favor ofBorrower a revolving credit facility in the amount of the Revolving TermCommitment Amount.  Subject to the terms,conditions, and limitations herein, Borrower may borrow, prepay and re-borrowRevolving Loans from time to time in amounts up to the Revolving CommitmentAmount then in effect.  The aggregateprincipal amount of Revolving Loans may not exceed the Revolving CommitmentAmount at any time.  To request aRevolving Loan, Borrower will give Lender written notice (or telephonic noticepromptly confirmed in writing) of each request for a Revolving Loansubstantially in the form of Exhibit 2B attached hereto (a “***Revolving Draw Request***”) prior to11:00 a.m. (Rochester, Minnesota Time) five Business Days prior to the 

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requested date ofeach Revolving Advance.  Each RevolvingDraw Request will be irrevocable and****will specify: (a) the aggregateprincipal amount to be borrowed and (b) the requested funding date (which mustbe a Business Day). The aggregate principal amount of each Revolving DrawRequest shall be at least and in multiples of $100,000.  Revolving Loans will be advanced in accordancewith Section 1.10 of the Master Agreement.

**4.**             **Conditions to Each Advance**.  The obligation of Lender to make a RevolvingLoan is subject to the satisfaction of the following conditions precedent,unless waived by Lender in accordance with Section 8.02 of the MasterAgreement:

(a)           Lender has received a timely DrawRequest;

(b)                                 atthe time of and immediately after giving effect to such Loan, no Default orEvent of Default exists;

(c)                                  allrepresentations and warranties of Borrower set forth in the Loan Documents aretrue and correct in all material respects on and as of the date of such Loanbefore and after giving effect thereto, except to the extent suchrepresentations and warranties relate solely to an earlier period; and

(d)                                 sincethe date of the most recent audited financial statements of Borrower deliveredto Lender, there has been no change which has had or could reasonably beexpected to result in a Material Adverse Effect.

**5.**             **Repayment**.  Any amount of Revolving Loans outstandingthat is greater than the Revolving Commitment Amount is due and payableimmediately.  All remaining principal andaccrued interest outstanding on Revolving Loans will be due and payable on theRevolving Term Facility Maturity Date.

**6.**             **Interest**.  Interest on the unpaid principal amount ofRevolving Loans will accrue on a simple interest basis at the floating PrimeRate in effect from time to time.

**7.**             **Reaffirmation of Representations and Warranties**.  Borrower’s request for a Revolving Loan willbe deemed Borrower’s reaffirmation of its representations and warranties underthe Loan Documents, except to the extent such representations and warrantiesrelate solely to an earlier period.

**8.             EarlyTermination**.  Inthe event Borrower terminates the revolving line of credit established herebyin connection with a refinancing prior to December 31, 2008, Borrower will payto Lender an early termination fee of $15,000.

[SIGNATURE PAGEFOLLOWS]

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**IN WITNESS WHEREOF**, the parties have causedthis Second Supplement to be duly executed by their respective authorizedofficers as of the day and year first written above.
|        | **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 FOR SECOND SUPPLEMENT TO**MASTER AMENDED AND RESTATED CREDITAGREEMENT]*

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**EXHIBIT 2A**FORM OF REVOLVING TERM NOTE
| $4,000,000 | Rochester, Minnesota                 |
|------------|--------------------------------------|
|       | June      , 2006 |

 

FOR VALUERECEIVED, the undersigned, East Kansas Agri-Energy, L.L.C., a Kansas limitedliability company (“***Borrower***”), hereby promisesto pay to the order of Home Federal Savings Bank (together with any subsequentholder hereof, *“**Lender**”)*or its successors and assigns, at Post Office Box 6947, 1016 Civic Center DriveN.W., Rochester, Minnesota 55903-6947, (a) on the Revolving Term FacilityMaturity Date (as defined in the Master Amended and Restated Credit Agreementbetween Borrower and Lender dated as of June     , 2006 (asthe same may be amended, restated, supplemented or otherwise modified from timeto time, the *“**Credit Agreement**”*))and the Second Supplement to the Master Amended and Restated Credit Agreement(Term Revolver) between Borrower and Lender, dated the same date, the principalsum of Four Million and No/100 Dollars ($4,000,000.00) or so much of the unpaidprincipal amount of Revolving Loans (as defined in the Credit Agreement) as hasadvanced by Lender, and (b) on each date specified in the Credit Agreementprior to the Revolving Term Facility Maturity Date, the aggregate unpaidprincipal amount of all Revolving Loans made by Lender pursuant to theRevolving Term Credit Facility, in lawful money of the United States of Americain immediately available funds, and to pay interest from the date hereof on theunpaid principal amount of Revolving Loans from time to time outstanding, inlike funds, at said office, at the rate or rates per annum and payable on suchdates as provided in the Credit Agreement. Borrower also promises to payDefault Interest and Additional Interest (each as defined in the CreditAgreement), on demand, on the terms and conditions set forth in the CreditAgreement. In addition, should legal action or an attorney-at-law be utilizedto collect any amount due hereunder, Borrower further promises to pay all costsof collection, including the reasonable attorneys’ fees of Lender.

All borrowingsevidenced by this Revolving Term Note and all payments and prepayments of theprincipal hereof and the date thereof shall be recorded by Lender in itsinternal records; provided, that the failure of Lender to make such anotation or any error in such notation will not affect the obligations ofBorrower to make the payments of principal and interest in accordance with theterms of this Revolving Term Note and the Credit Agreement.

This RevolvingTerm Note is issued in connection with, and is entitled to the benefits of, theCredit Agreement which, among other things, contains provisions for theacceleration of the maturity hereof upon the happening of certain events, andfor the amendment or waiver of certain provisions of the Credit Agreement, allupon the terms and conditions therein specified.

THIS REVOLVINGTERM NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THESTATE OF MINNESOTA AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
|        | **EAST KANSAS AGRI-ENERGY, L.L.C.** |
|--------|-------------------------------------|
|   |                                |
|   | By:                                 |   |
|   | Name:                               |
|   | Title:                              |

 

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**EXHIBIT2B**

**REVOLVING DRAW REQUEST**

[Date]

Home Federal Savings BankPost Office Box 69471016 Civic Center Drive NWRochester, Minnesota 55903Facsimile: (515) 283-0231

Attention:  Eric N. Oftedahl

DearSir:

Reference is madeto the Master Amended and Restated Credit Agreement dated as of June     ,2006 (as amended and in effect on the date hereof, the “***CreditAgreement***”), between the undersigned, as Borrower, and HomeFederal Savings Bank, as Lender.  Termsdefined in the Credit Agreement are used herein with the same meanings.  This notice constitutes a Revolving DrawRequest, and Borrower hereby requests a Revolving Loan under the CreditAgreement, and in that connection Borrower specifies the following informationwith respect to the Revolving Loan requested hereby:

(A)          Aggregate principal amount ofRevolving Loan requested(1):

(B)           Date of requested advance (which is aBusiness Day):

Borrowerhereby represents and warrants that the conditions specified in Subsections4(a) through (d), inclusive, of the Second Supplement are satisfied.  Borrower hereby reaffirms its representationsand warranties under the Loan Documents, except to the extent suchrepresentations and warranties relate solely to an earlier period.
|        | Very truly yours,                   |
|--------|-------------------------------------|
|   |                                |
|   | **EAST KANSAS AGRI-ENERGY, L.L.C.** |
|   |                                |
|   | By:                                 |   |
|   | Name:                               |
|   | Title:                              |

 

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(1)             Notless than $100,000 and an integral multiple of $100,000.

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