**Exhibit 10.19**

** **

General Electric Railcar Services Corporation

6200 So. Syracuse Way, Suite 125

Englewood, CO 80111

Phone (303) 721-7827, Fax (303) 779-8092

 

11/10/2003

 

Mr. Rodney Christianson

South Dakota Soybean Processors, LLC

100 Caspian Avenue, Box 500,

Volga, SD 57071

 

Dear Mr. Christianson,

 

In response to your inquiry, General Electric Railcar ServicesCorporation is pleased to submit the following Net Service lease quotation for:

 
| **Quantity**                  |   | **7**                                                 |   |
|-------------------------------|--------|-------------------------------------------------------|--------|
| **Car Description**           |   | **Commodity**                                         |   |
|                          |   |                                                  |   |
| 5400 cu ft gravity hopper car |   | SOYBEAN CAKE, FLOUR, GRIT, MEAL, OR OTHER BY-PRODUCTS |   |

 

We have attached the mechanical specifications for the equipmentquoted. If you have any questions regarding these specifications, please callme or **Gail Moore**, your customerdevelopment representative, If our proposal meets with your approval, pleasemake one copy of the proposal letter, sign the original fax and the copy, andmail two copies with original signatures to the attention of the ContractAdministration Department at 161 North Clark Street, Chicago, IL 60601. Uponacceptance by GE Railcar, we will process your order, assign a rider number andreturn one fully executed rider to you.

 

The terms and conditions of the proposed lease are outlined in theattached rider and together with your existing Master Car Leasing Agreement No.**8105-83-02** will become the leaseagreement upon execution and acceptance by both parties. This transactionremains subject to GE Railcar management’s approval until the rider is executedby GE Railcar.

 

This quote will remain in effect until **12/7/2003**. In our normal course of business, we may haveprovided quotations for these cars to other customers. Therefore, ouracceptance of your order is subject to continued availability of the cars.

 

We hope this proposal meets your requirements. We look forward to yourorder and servicing your future needs.

 

Sincerely,

 

**Warren Sonaty**

 
| cc: Gail Moore                                |   | cc: Judy LeVoy                                |
|-----------------------------------------------|--------|-----------------------------------------------|
| Customer Development Representative           |   | Order Fulfillment Specialist                  |
| General Electric Railcar Services Corporation |   | General Electric Railcar Services Corporation |
| 161 North Clark Street                        |   | 161 North Clark Street                        |
| Chicago, IL 60601                             |   | Chicago, IL 60601                             |
| Phone: 312-853-5113                           |   | Phone: 312-853-5153                           |
| Fax: 312-853-5160                             |   | Fax: 312-853-5160                             |

 

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DATE:           11/10/2003

QUOTE EXPIRATION DATE: 12/7/2003

RIDER NO.

CAR LEASING AGREEMENT NO. 8105-83-02

 

This Rider (“Rider”) is made by and between **South Dakota Soybean Processors, LLC**(“Lessee”), and **General Electric Railcar Services Corporation**(“Lessor”), and hereby incorporates by reference Car Leasing Agreement No. **8105-83-02** by and between Lessee and Lessorand by such incorporation hereby constitutes a separate agreement. The use ofthe terms “Car” or “Cars° shall mean the railcars listed below.

 

**Proposed Matrix**

 
| **Car Description**            |   | **Monthly  Rental  Rate** |   | **Term  (Months)** |   | **# of  Cars** |   | **Lease  Type** |   | **Hi-U  Charge** |   | **Hi-U  Threshold  Miles** |   | **New  Cars** |   | **Delivery  Schedule  Weeks** |                   |
|--------------------------------|--------|--------------------------------|--------|--------------------|--------|----------------|--------|-----------------|--------|------------------|--------|----------------------------|--------|---------------|--------|-------------------------------|------------------------|
|                           |   |                           |   |               |   |           |   |            |   |             |   |                       |   |          |   |                          |                   |
| 5400 cu ft gravity hopper cars |   | $                              | 418.00 |               | 216    |           | 7      |            | Net    |             |   |                       |   |          | Yes    |                          | 1st Quarter  2004 |   |
|                                |        |                                |        |                    |        |                |        |                 |        |                  |        |                            |        |               |        |                               |                        |  |

 

 

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*Rental Rate is in US Dollars

 

**New Car Cost Escalation**

The rental rate under this Agreement is based upon an originaldelivered car cost including freight of $52,455 per car. For each additional$100 of actual car cost incurred by the Lessor (including -portions thereof)the rental will be increased at the beginning of the lease $0.89 per car permonth. The escalation will be rounded to the nearest $0.50.

 

**Load Limits**

Lessor consents to Lessee loading railcars in excess 263,000 pounds,but not to exceed 286,000 pounds, total weight on rail based on the followingobligations undertaken by Lessee:

 

a.                                       Lesseewill ensure all necessary approvals are secured from railroads over which carsloaded in excess of 263,000 pounds total weight on rail shall run and will uponthe written request of Lessor furnish evidence demonstrating such approvals.

 

b.                                      Lesseewill indemnify and hold harmless Lessor and its officers, directors, employees,contractors and agents against any and all loss, claims, actions, costs,liability or expense caused by running or loading of any of the railcars inexcess of 286,000 pounds total weight on rail during the term of the lease.

 

c.                                       Lesseewill indemnify Lessor against structural damage or failures caused by theloading in excess of 286,000 pounds total weight on rail excepting, however,ordinary wear and tear, and will, immediately upon demand therefore, pay toLessor the full cost of any repairs made necessary or desirable as a result ofthe loading in excess of 286,000 pounds total weight on rail; such payment willbe treated as additional rent due under the lease.

 

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**Term**

The rental of the Cars shall commence on the date that each Car arrivesfrom the current location thereof.

 

The term of use of the Cars shall continue for the number of monthsdescribed in the above matrix front the first day of the month following theaverage date of delivery of such Car(s) to Lessee.

 

Lessee’s obligation to pay rent under this rider with respect to eachof the cars will be deemed to have terminated on the later of the expirationdate of this Rider or the date that the respective car arrives at a pointdesignated by the Lessor plus five days.

 

**Commodity**

Lessee intends to use the Car(s) for service with the followingcommodities. The Lessee agrees that the class of car listed above is correctfor service with the following commodities: **SOYBEAN,CAKE, FLOUR, GRITS, MEAL OR OTHER BY PRODUCTS.**

 

**Vibrator Brackets / Logo**

The cars will enter Lessee’s service with vibrator brackets installedand South Dakota Soybean Processors logo applied to all cars.

 

**Net Lease Provisions**

Articles 5, Mileage Compensation: 7A. Lessor Responsibility;7B. LesseeResponsibility; 7C. Inspection, Maintenance, and Notification, and 7D. ShopRepairs, of the Agreement shall not apply and are superseded by the followingprovisions which shall apply:

 

**Unconditional Obligations**

This Lease is a net lease, and Lessee’s obligation to pay all rent andall other amounts payable hereunder is ABSOLUTE, AND UNCONDITIONAL and shallnot be affected by any circumstances of any character whatsoever, includingwithout limitation, (i) any setoff, counterclaim, recoupment, defense,abatement or reduction or any right which Lessee may have against Lessor, themanufacturer or supplier of any of the Cars or anyone else; (ii) any defect inthe title, condition, design or operation of or lack of fitness for use of, orany damage to, or loss of, all or any part of the Cars; or (iii) the existenceof any lien or Lessor’s lien with respect to-the Cars. Each payment of rent orother amount paid by Lessee hereunder shall be final and Lessee will not seekto recover all or any part of such patent from Lessor for any reason whatsoever.

 

**Compliance with Laws; Operation andMaintenance; Additions**

(a)                                  Lesseewill use the Cars in a careful and proper manner, will comply with and conformto all governmental laws, rules and regulations and industry association rulesand regulations relating thereto, and will cause the Cars to be operated inaccordance with the manufacturer’s or supplier’s instructions or manuals.Without limitation to the generality of the foregoing, Lessee will (i) causethe Cars to be used in compliance with all rules and recommendations of AAR andFRA; (ii) will not permit any Car to be loaded improperly or in excess of theload limit stenciled thereon; (iii) will not permit any Car to be loaded withany commodity other than the Commodity designated in applicable Riders, and (iv)will not permit

 

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any Car to be outside the continental United States at any time,without the prior written approval of Lessor. Any use approved by Lessoroutside the United States and Canada cannot exceed 180 days in any calendaryear with respect to any Car.

 

(b)                                 TheCar(s) must be maintained and returned (i) in a condition that would nototherwise constitute a “cause for attention or renewal” as defined inSection “A” of each rule in the Field Manual of the AAR then in effect,(ii) without any AAR Interchange Rule 95 damage. (iii) without the necessityfor running repairs as defined in the AAR Interchange Rules, (iv) in compliancewith the AAR, DOT, FRA and all other laws and regulations of the government orindustry agency having authority over the use of the Car(s), repairrequirements, modifications, inspection and reporting and provide supportingdocumentation evidencing compliance with aforementioned regulatory bodies; and(v) suitable for the immediate loading, transporting, and unloading ofcommodities as defined in the Rider. Lessee will be responsible for allexpenses during and at the end of the Lease term. Lessee will, at its ownexpense, keep and maintain the Cars in good repair, condition and working orderand furnish all parts, replacements, mechanisms, devices and servicing requiredtherefor so that the value, condition and operating efficiency thereof will atall times be maintained and preserved, reasonable wear and tear excepted. Lesseewill cause each Car to be maintained in conformance with all rules andregulations of AAR and IRA and, if mandated, modified so that it will qualifyfor unrestricted interchange in the United States and Canada and remainsuitable for loading, transporting and unloading the Commodity. All suchrepairs, parts, mechanisms, devices, replacements and modifications shallimmediately, without further act, become the property of Lessor and part of theCars. Upon return of the Cars, Lessee will be responsible for any cost andexpense due to Lessee not providing Lessor with sufficient maintenance andregulatory documentation.

 

(c)                                  Lesseewill not make or authorize any improvement, change, addition or alteration tothe Cars (i) if such improvement, change, addition or alteration will impairthe originally intended function or use of the Cars or impair the value of theCars as it existed immediately prior to such improvement, change, addition oralteration; (ii) unless the parts installed are new and in compliance with allrules and recommendations of AAR and FRA; (iii) if any parts installed in orattached to or otherwise becoming a part of the Cars as a result of any suchimprovement, change, addition or alteration shall not be readily removablewithout damage to the Cars (unless such improvement is mandated by AAR, FRA orother agency or organization having jurisdiction over the Cars) or (iv) withoutprior written consent of Lessor. All such parts shall be and remain free andclear of any Liens.  Any such partattached to any Car shall, without further act, become the property of Lessorand part of the Cars.

 

**Taxes**

Lessee will be obligated to pay all taxes, penalties or interestincurred, levied or assessed on the Car(s) or the lease for the time periodcovered. Lessee may contest the taxes in good filth by appropriate legal oradministrative proceedings. In the event taxes are contested, Lessee remainsliable for any resulting tax, penalty, or interest. Lessee will make and fileany tax reports that are required. Lessee will reimburse Lessor for any damagesresulting from failure to pay or discharge any items, taxes or interest leviedor assessed on the Car(s) or the lease.

 

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**Insurance**

Lessee shall maintain at all times. on the Cars, at its expense,“all-risk” physical damage insurance and comprehensive general liabilityinsurance (covering bodily injury, property damage and pollution exposures,including, but not limited to, contractual liability and products liability) insuch amounts, against such risks, in such form and with such insurers as shallbe satisfactory to Lessor, provided, that the amount of “all-risk” physicaldamage insurance shall not be less than 100% of the replacement value of theCars as of such date. It is required that the Insurer give Lessor at leastthirty (30) days prior written notice of any alteration in or cancellation ofthe terms of such policy, and require that the interests of Lessor becontinually insured regardless of any breach of or violation by Lessee of anywarranties, declarations or conditions contained in. such insurance policy. Inno event shall Lessor be responsible for premiums, warranties orrepresentations to any Insurer or agent thereof. At Lessor’s option, Lesseeshall furnish to Lessor a certificate or other evidence satisfactory to Lessorthat such insurance coverage is in effect, provided, however, that Lessor shallbe under no duty to ascertain the existence or adequacy of such insurance.

 

**Indemnity**

Lessee shall indemnify Lessor from any claims, actions, costs, damages,losses, liabilities, expenses, injuries (including without limitation, thereasonable cost of investigating and defending against any claim for damages)fines or penalties, including losses related to damage caused to or bymaterials placed in the Car(s) which may at any time be imposed upon incurredby or asserted or awarded against Lessor in connection with (a) themanufacture, design, use, operation, possession, storage, abandonment repair,maintenance lining, cleaning or return of the Car(s) during the term of theAgreement or (b) any present or future applicable law, rule or regulation,including without limitation common law and environmental law, related to therelease, remove, discharge or disposition, whether intentional or unintentionalof any materials from or placed in a Car during the term of this Agreement.

 

**Markings**

It is understood that car(s) will operate under Lessee’s reportingmarks. Lessee will be responsible, at its sole expense, for changing allreporting marks and other related designations on each car, including AEI tags,back to reporting marks and designations specified by Lessor prior to the lastloaded move of the cars in Lessee’ service, and Lessee shall give Lessor atleast sixty (60) days prior written notice of the date of such last loadedmove.

 

**Other Terms**

For lease terms 15 years or greater, GE Railcar Services will evaluatethe need for minimum financial covenants including, but not limited to, minimumtangible net worth and minimum liquidity which will be defined based upon thespecifics of the proposed lease (e.g., number of cars, credit rating of Lessee,etc.). The proposed lease is contingent upon, among other things, the Lesseeand GE Railcar Services agreeing to these minimum financial covenants.

 

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**Delivery**

Subject to availability, manufacturing capabilities, and Lessor’sability to complete the purchase of a sufficient number of Car(s), the Car(s)specified are forecast to be delivered to Lessee from point of manufacturewithin the approximate number of weeks identified in the above matrix. Thedelivery schedule is subject to change without notice.

 
| Accepted on behalf of:                   | Accepted on behalf of:                             |
|------------------------------------------|----------------------------------------------------|
| **South Dakota Soybean Processors, LLC** | **General Electric Railcar Services  Corporation** |
|                                     |                                               |
|                                     |                                               |
| By:                                      | /s/ Rodney Christianson                            |   | By: | /s/ |   |
|                                     |                                               |
| Title:                                   | CEO                                                |   | Title:  Vice President |
|                                     |                                               |
| Date:                                    | 11/27/03                                           |   | Date: |   |   |
|                                          |                                                    |  |  |  |  |  |  |

 

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**MECHANICAL SPECIFICATIONS**

 

5400 cu ft gravity hopper

 

Item Description

 
| Hatch Size                 | 24” Aluminum battenless     |
|----------------------------|----------------------------------|
|                       |                             |
| Hatch Type                 | Trough                           |
|                       |                             |
| Unload Gate Type           | Miner                            |
|                       |                             |
| Unload Gate Size           | 30 x 30                          |
|                       |                             |
| Exterior Paint Requirement | Custom                           |
|                       |                             |
| Cubic Capacity From        | 5400                             |
|                       |                             |
| Cubic Capacity To          | 5,401                            |
|                       |                             |
| Interior Paint             | No                               |
|                       |                             |
| Vibrator Brackets          | Yes                              |
|                       |                             |
| No. of Compartments        | 3                                |
|                       |                             |
| Truck Size                 | 100 Ton Trucks 6 1⁄2 X 12 Std |
|                       |                             |
| Total Weight on Rails      | 286,000                          |
|                       |                             |
| Year Built                 | 2004                             |
|                       |                             |
| Logo Applied               | South Dakota Soybean Processors. |

 

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General Electric Railcar Services Corporation

6200 So. Syracuse Way, Suite 125

Englewood, CO 80111

Phone (303) 721-7827, Fax (303) 779-8092

 

11/25/2003

 

Mr. Rodney Christianson

South Dakota Soybean Processors, LLC

100 Caspian Avenue, Box 500,

Volga, SD 57071

 

Dear Mr. Christianson,

 

In response to your inquiry, General Electric Railcar ServicesCorporation is pleased to submit the following Net Service lease quotation for:

 

 
| **Quantity**                               |   | **6-6**       |   |
|--------------------------------------------|--------|---------------|--------|
| **Car Description**                        |   | **Commodity** |   |
|                                       |   |          |   |
| 5,400 cu. ft. aluminum gravity hopper cars |   | Meal Soybean  |   |

 

We have attached the mechanical specifications for the equipmentquoted. If you have any questions regarding these specifications, please callme or **Gail Moore**, your customerdevelopment representative. If our proposal meets with your approval, pleasemake one copy of the proposal letter, sign the original fax and fax it to GailMoore at 312-853-5160. Kindly mail two copies with original signatures to theattention of the Contract Administration Department at 161 North Clark Street,Chicago, IL 60601. Upon acceptance by GE Railcar, we will process your order,assign a rider number and return one fully executed rider to you.

 

The terms and conditions of the proposed lease are outlined in theattached rider and together with your existing Master Car Leasing Agreement No.**8105-83-02**Will become the leaseagreement upon execution and acceptance by both parties. This transactionremains subject to CE Railcar management’s approval until the rider is executedby GE Railcar.

 

This quote will remain in effect until **10/25/2003.**  In ournormal course of business, we may have provided quotations for these cars toother customers. Therefore, our acceptance of your order is subject tocontinued availability of the cars.

 

We hope this proposal meets your requirements. We look forward to yourorder and servicing your future needs.

 

Sincerely,

 

**Warren Sonaty**

 
| cc: Gail Moore                                |   | Judy LeVoy                                    |
|-----------------------------------------------|--------|-----------------------------------------------|
| Customer Development Representative           |   | Order Fulfillment Specialist                  |
| General Electric Railcar Services Corporation |   | General Electric Railcar Services Corporation |
| 161 North Clark Street                        |   | 161 North Clark Street                        |
| Chicago, IL 60601                             |   | Chicago, IL 60601                             |
| Phone: 312-853-5113                           |   | Phone: 312-853-5153                           |
| Fax: 312-853-5160                             |   | Fax: 312-853-5160                             |

 

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DATE:  11/25/2003

QUOTE EXPIRATION Date 10/25/2003

RIDER NO. 

CAR LEASING AGREEME4T NO. 8105-83-02

 

This Rider (“Rider”)is made by and between **South Dakota Soybean Processors, LLC** (“Lessee”), and **General Electric Railcar Services Corporation**(“Lessor”), and hereby incorporates by reference Car Leasing Agreement No. **8105-83-02** by and between Lessee and Lessorand by such incorporation hereby constitutes a separate agreement. The use ofthe terms “Car” or “Cars” shall mean the railcars listed below.

 

**Proposed Matrix**

 
| **Opt # Car Description**      |   | **Monthly  Rental  Rate** |   | **Term  (Months)** |   | **# of  Cars** |   | **Lease  Type** |   | **Hi-U  harge** |   | **Hi-U  Threshold  Miles** |   | **New  Cars** |   | **Deliver  Schedule  Weeks** |   |
|--------------------------------|--------|---------------------------|--------|--------------------|--------|----------------|--------|-----------------|--------|-----------------|--------|----------------------------|--------|---------------|--------|------------------------------|--------|
| 5400 cu ft gravity hopper cars |   | $                         | 325.00 |               | 216    |           | 6      |            | Net    |            |   |                       |   |          | No     |                         | 6 - 8  |   |
|                                |        |                           |        |                    |        |                |        |                 |        |                 |        |                            |        |               |        |                              |        |  |

 

 

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* Rental Rate is in US Dollars

 

**Load Limits**

Lessor consents to Lessee loading railcars in excess of 263,000 pounds,but not to exceed 286,000 pounds, total weight on rail based on the followingobligations undertaken by Lessee:

 

a.                                       Lesseewill ensure all necessary approvals are secured from railroads over which carsloaded in excess of 263,000 pounds total weight on rail shall run and will uponthe written request of Lessor furnish evidence demonstrating such approvals.

 

b.                                      Lesseewill indemnify and hold harmless Lessor and its officers, directors, employees,contractors mid agents against any and alt loss, claims, actions, costs,liability or expense caused by running or loading of any of the railcars inexcess of 286,000 pounds total weight on rail during the term of the lease.

 

c.                                       Lesseewill indemnify Lessor against structural damage or failures caused by theloading in excess of 286,000 pounds total weight on rail excepting, however,ordinary wear and tear, and will, immediately upon demand therefore, pay toLessor the full cost of any repairs made necessary or desirable as a result ofthe loading in excess of 286,000 pounds total weight on rail; such payment willbe treated as additional rent due under the lease.

 

**Term**

The rental of the Cars shall commence on the date that each Car arrivesfrom the current location thereof.

 

The term of use of the Cars shall continue for the number of monthsdescribed in the above matrix from the first day of the month following theaverage date of delivery of such Car(s) to Lessee.

 

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Lessee’s obligation to pay rent under this rider with respect to eachof the cars will be deemed to have terminated on the later of the expirationdate of this Rider or the date that the respective car arrives at a pointdesignated by the Lessor plus five days.

 

**Early Termination Option**

Lessee will have the right to terminate this Rider per the below matrixprovided that Lessor has received written notice not less than 60 days prior totermination.

 

This right to termination applies to the number of cars specifiedbelow:

 

**ET Schedule**

 
| **If Exercised At** |   | **Number of  Cars** |   |
|---------------------|--------|---------------------|--------|
|                |   |                |   |
| 180                 | Months |                | 6      |   |
|                     |        |                     |        |  |

 

**Commodity**

Lessee intends to use the Car(s) for service with the followingcommodities. The Lessee agrees that the class of car listed above is correctfor service with the following commodities: **Meal,Soybean**

 

**OT-5 Authority**

In order to comply with the provisions of the Mileage Tariff andprotect your mileage earnings from the originating line haul carrier servingyour loading point, you should obtain verbal OT-5 authority and advise thedetails to GE Railcar. Any changes in loading points must be reported.

 
| **Net Lease Provisions**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Articles 5,  Mileage Compensation: 7A. Lessor Responsibility; 7B. Lessee Responsibility;  7C. Inspection, Maintenance, and Notification, and 7D. Shop Repairs, of the  Agreement shall not apply and are superseded by the following provisions  which shall apply:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Unconditional Obligations**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| This Lease is a net lease, and Lessee’s obligation to pay all rent  and all other amounts payable hereunder is ABSOLUTE AND UNCONDITIONAL and  shall not be affected by any circumstances of any character whatsoever,  including, without limitation, (i) any setoff, counterclaim, recoupment,  defense, abatement or reduction or any right which Lessee may have against  Lessor, the manufacturer or supplier of any of the Cars or anyone else; (ii)  any defect in the title, condition, design or operation of or lack of fitness  for use of, or any damage to, or loss of, all or any part of the Cars; or  (iii) the existence of any lien or Lessor’s lien with respect to the Cars.  Each payment of rent or other amount paid by Lessee hereunder shall be final  and Lessee will not seek to recover all or any part of such payment from  Lessor for any reason whatsoever. |

 

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**Compliance with Laws; Operation andMaintenance; Additions**

(a)                                  Lesseewill use the Cars in a careful and proper manner, will comply with and conformto all governmental laws, rules and regulations and industry association rulesand regulations relating thereto, and will cause the Cars to be operated inaccordance with the manufacturer’s or supplier’s instructions or manuals.Without limitation to the generality of the foregoing, Lessee will (i) causethe Cars to be used in compliance with all rules and recommendations of AAR andFRA; (ii) will not permit any Car to be loaded improperly or in excess of theload limit stenciled thereon; (iii) will not permit any Car to be loaded withany commodity other than the Commodity designated in applicable Riders, and(iv) will not permit any Car to be outside the continental United States at anytime, without the prior written approval of Lessor. Any use approved by Lessoroutside the United States and Canada cannot exceed 180 days in any calendaryear with respect to any Car.

 

(b)                                 TheCar(s) must be maintained and returned (i) in a condition that would nototherwise constitute a “cause for attention or renewal” as defined in Section “A”of each rule in the Field Manual of the AAR then in effect, (ii) without anyAAR Interchange Rule 95 damage, (iii) without the necessity for running repairsas defined in the AAR Interchange Rules, (iv) in compliance with the AAR, DOT,FRA and all other laws and regulations of the government or industry agencyhaving authority over the use of the Car(s), repair requirements,modifications, inspection and reporting and provide supporting documentationevidencing compliance with aforementioned regulatory bodies; and (v) suitablefor the immediate loading, transporting, and unloading of commodities asdefined in the Rider. Lessee will be responsible for all expenses during and atthe end of the Lease term. Lessee will, at its own expense, keep and maintainthe Cars in good repair, condition and working order and furnish all parts,replacements, mechanisms, devices and servicing required therefor so that thevalue, condition and operating efficiency thereof will at all times bemaintained and preserved, reasonable wear and tear excepted. Lessee will causeeach Car to be maintained in conformance with all rules and regulations of AARand ERA and, if mandated, modified so that it will qualify for unrestrictedinterchange in the United States and Canada and remain suitable for loading,transporting and unloading the Commodity. All such repairs, parts, mechanisms,devices, replacements and modifications shall immediately, without further act,become the property of Lessor and part of the Cars. Upon return of the Cars,Lessee will be responsible for any cost and expense due to Lessee not providingLessor with sufficient maintenance and regulatory documentation.

 

(c)                                  Lesseewill not make or authorize any improvement, change, addition or alteration tothe Cars (i) if such improvement, change, addition or alteration will impairthe originally intended function or use of the Cars or impair the value of theCars as it existed immediately prior to such improvement, change, addition oralteration; (ii) unless the parts installed are new and in compliance with allrules and recommendations of AAR and FRA; (iii) if any parts installed in orattached to or otherwise becoming a part of the Cars as a result of any suchimprovement, change, addition or alteration shall not be readily removablewithout damage to the Cars (unless such improvement is mandated by AAR, FRA orother agency or organization having jurisdiction over the Cars) or (iv) withoutprior written consent of Lessor. All such parts shall be and remain free and clearof any Liens. Any such part attached to any Car shall, without further act,become the property of Lessor and part of the Cars.

 

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**Taxes**

Lessee will be obligated to pay all taxes, penalties or interestincurred, levied or assessed on the Car(s) or the lease for the time periodcovered. Lessee may contest the taxes in good faith by appropriate legal oradministrative proceedings. In the event taxes are contested, Lessee remainsliable for any resulting tax, penalty, or interest.  Lessee will make and file any tax reports that are required.Lessee will reimburse Lessor for any damages resulting from failure to pay ordischarge any items, taxes or interest levied or assessed on the Car(s) or thelease.

 

**Insurance**

Lessee shall maintain at all times on the Cars, at its expense,“all-risk” physical damage insurance and comprehensive general liabilityinsurance (covering bodily injury, property damage and pollution exposures,including, but not limited to, contractual liability and products liability) insuch amounts, against such risks, in such form and with such insurers as shallbe satisfactory to Lessor; provided, that the amount of “all-risk” physicaldamage insurance shall not be less than 100% of the replacement value of theCars as of such date. It is required that the insurer give Lessor at leastthirty (30) days prior written notice of any alteration in or cancellation ofthe terms of such policy, and require that the interests of Lessor becontinually insured regardless of any breach of or violation by Lessee of anywarranties, declarations or conditions contained in such insurance policy. Inno event shall Lessor be responsible for premiums, warranties orrepresentations to any insurer or agent thereof. At Lessor’s option, Lesseeshall furnish to Lessor a certificate or other evidence satisfactory to Lessorthat such insurance coverage is in effect, provided, however, that Lessor shallbe under no duty to ascertain the existence or adequacy of such insurance.

 

**Indemnity**

Lessee shall indemnify Lessor from any claims, actions, costs, damages,losses, liabilities, expenses, injuries (including without limitation, thereasonable cost of investigating and defending against any claim for damages)fines or penalties, including losses related to damage caused to or bymaterials placed in the Car(s) which may at any time be imposed upon incurredby or asserted or awarded against Lessor in connection with (a) themanufacture, design, use, operation, possession, storage, abandonment repair,maintenance lining, cleaning or return of the Car(s) during the term of theAgreement or (b) any present or future applicable law, rule or regulation,including without limitation common law and environmental law, related to the release,remove, discharge or disposition, whether intentional or unintentional of anymaterials from or placed in a Car during the term of this Agreement.

 

**Markings**

It is understood car(s) will operate under Lessee’s reporting marks.Lessor shall be responsible, at its sole expense, for remarking cars toLessee’s reporting mark as Cars enter Lessee’s service. Lessee will beresponsible, at its sole expense, for changing all reporting marks and otherrelated designations on each car, including AEI tags, back to reporting masksand designations specified by Lessor prior to the last loaded move of the carsin Lessee’ service, and Lessee shall give Lessor at least sixty (60) days priorwritten notice of the date of such last loaded move.

 

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**Freight**

Lessor shall be responsible for all freight charges incurred in theshipment of the Cars to Lessee’s initial loading point. Lessee shall beresponsible for all freight charges incurred in the return of the Cars to Lessor’sdesignated location.

 

**Delivery**

Subject to availability, the Car(s) specified in this proposal areforecast to be delivered within the approximate number of weeks identified inthe above matrix after the order is received. The delivery schedule issubject to change without notice.

 
| Accepted on behalf of:                   | Accepted on behalf of:                             |
|------------------------------------------|----------------------------------------------------|
| **South Dakota Soybean Processors, LLC** | **General Electric Railcar Services  Corporation** |
|                                     |                                               |
|                                     |                                               |
| By:                                      | /s/ Rodney Christianson                            |   | By: | /s/ |   |
|                                     |                                               |
| Tide:                                    | CEO                                                | Title: | Vice President |   |
|                                     |                                               |
| Date:                                    | 11/24/03                                           | Date: |   |   |
|                                          |                                                    |  |  |  |  |  |  |  |  |

 

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**MECHANICAL SPECIFICATIONS**

 

5400 cu ft gravity hopper

 

Item Description

 
| Lining Required       |   | No                     |
|-----------------------|--------|------------------------|
|                  |   |                   |
| Hatch Type            |   | Trough                 |
|                  |   |                   |
| Unload Gates Type     |   | Gravity                |
|                  |   |                   |
| Unload Gates Size     |   | 30 x 30                |
|                  |   |                   |
| Cubic Capacity From   |   | 5,400                  |
|                  |   |                   |
| Cubic Capacity To     |   | 5,401                  |
|                  |   |                   |
| Interior Paint        |   | No                     |
|                  |   |                   |
| Vibrator Brackets     |   | No                     |
|                  |   |                   |
| Truck Size            |   | 6.5 x 9 – 110 Ton |
|                  |   |                   |
| Total Weight on Rails |   | 286,000                |

 

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